GE-WMC MORTGAGE SECURITIES, L.L.C. Depositor LITTON LOAN SERVICING LP Servicer and THE BANK OF NEW YORK Trustee and Supplemental Interest Trustee POOLING AND SERVICING AGREEMENT Dated as of September 1, 2005 Asset-Backed Pass-Through Certificates...

GE-WMC MORTGAGE SECURITIES, L.L.C.

Depositor

XXXXXX LOAN SERVICING LP

Servicer

and

THE BANK OF NEW YORK

Trustee and Supplemental Interest Trustee

________________________________________

POOLING AND SERVICING AGREEMENT

Dated as of September 1, 2005

________________________________________

Asset-Backed Pass-Through Certificates

Series 2005-1

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

SECTION 1.01.

Defined Terms.

SECTION 1.02.

Allocation of Certain Interest Shortfalls.

SECTION 1.03.

Rights of the NIMS Insurer.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.01.

Conveyance of Mortgage Loans.

SECTION 2.02.

Acceptance of REMIC I by the Trustee.

SECTION 2.03.

Repurchase or Substitution of Mortgage Loans by the Originator, the Seller or the Depositor; Payment of Prepayment Charge Payment Amounts.

SECTION 2.04.

[Reserved].

SECTION 2.05.

Representations, Warranties and Covenants of the Servicer.

SECTION 2.06.

Issuance of the REMIC I Regular Interests and the Class R-I Interest.

SECTION 2.07.

Conveyance of the REMIC I Regular Interests; Acceptance of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V by the Trustee.

SECTION 2.08.

Issuance of Class R Certificates and Class R-X Certificates.

ARTICLE III

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

SECTION 3.01.

Servicer to Act as Servicer.

SECTION 3.02.

Collection of Certain Mortgage Loan Payments.

SECTION 3.03.

[Reserved].

SECTION 3.04.

Collection Account, Escrow Account and Distribution Account.

SECTION 3.05.

Permitted Withdrawals From the Collection Account, Escrow Account and Distribution Account.

SECTION 3.06.

Investment of Funds in the Collection Account, the Escrow Account, the REO Account and the Distribution Account.

SECTION 3.07.

Payment of Taxes, Insurance and Other Charges.

SECTION 3.08.

Maintenance of Hazard Insurance.

SECTION 3.09.

Maintenance of Mortgage Blanket Insurance.

SECTION 3.10.

Fidelity Bond; Errors and Omissions Insurance.

SECTION 3.11.

Enforcement of Due-On-Sale Clauses; Assumption Agreements.

SECTION 3.12.

Realization Upon Defaulted Mortgage Loans.

SECTION 3.13.

Title, Management and Disposition of REO Property.

SECTION 3.14.

[Reserved].

SECTION 3.15.

Reports of Foreclosure and Abandonment of Mortgaged Properties.

SECTION 3.16.

Optional Purchase of Defaulted Mortgage Loans.

SECTION 3.17.

Trustee to Cooperate; Release of Mortgage Files.

SECTION 3.18.

Servicing Compensation.

SECTION 3.19.

Statement as to Compliance.

SECTION 3.20.

Independent Public Accountants’ Servicing Report.

SECTION 3.21.

Access to Certain Documentation.

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS

SECTION 4.01.

Distributions.

SECTION 4.02.

Statements to Certificateholders.

SECTION 4.03.

Remittance Reports and Other Reports to the Trustee; P&I Advances; Payments in Respect of Prepayment Interest Shortfalls.

SECTION 4.04.

Allocation of Realized Losses.

SECTION 4.05.

Compliance with Withholding Requirements.

SECTION 4.06.

Commission Reporting.

SECTION 4.07.

Supplemental Interest Trust.

SECTION 4.08.

Tax Treatment of Net Swap Payments and Swap Termination Payments.

SECTION 4.09.

Net WAC Rate Carry Forward Reserve Account.

ARTICLE V

THE CERTIFICATES

SECTION 5.01.

The Certificates.

SECTION 5.02.

Registration of Transfer and Exchange of Certificates.

SECTION 5.03.

Mutilated, Destroyed, Lost or Stolen Certificates.

SECTION 5.04.

Persons Deemed Owners.

SECTION 5.05.

Certain Available Information.

ARTICLE VI

THE DEPOSITOR AND THE SERVICER

SECTION 6.01.

Liability of the Depositor and the Servicer.

SECTION 6.02.

Merger or Consolidation of the Depositor or the Servicer.

SECTION 6.03.

Limitation on Liability of the Depositor, the Servicer and Others.

SECTION 6.04.

Limitation on Resignation of the Servicer.

SECTION 6.05.

Rights of the Depositor in Respect of the Servicer.

SECTION 6.06.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers.

SECTION 6.07.

Successor Sub-Servicers.

SECTION 6.08.

Liability of the Servicer.

SECTION 6.09.

No Contractual Relationship Between Sub-Servicers and the Trustee, NIMS Insurer or Certificateholders.

SECTION 6.10.

Assumption or Termination of Sub-Servicing Agreements by Trustee.

SECTION 6.11.

Sub-Servicing Accounts.

SECTION 6.12.

Advance Facility.

ARTICLE VII

DEFAULT

SECTION 7.01.

Servicer Events of Default.

SECTION 7.02.

Trustee to Act; Appointment of Successor.

SECTION 7.03.

Notification to Certificateholders.

SECTION 7.04.

Waiver of Servicer Events of Default.

ARTICLE VIII

CONCERNING THE TRUSTEE AND THE SUPPLEMENTAL INTEREST TRUSTEE

SECTION 8.01.

Duties of Trustee and Supplemental Interest Trustee.

SECTION 8.02.

Certain Matters Affecting the Trustee and the Supplemental Interest Trustee.

SECTION 8.03.

The Trustee Not Liable for Certificates or Mortgage Loans.

SECTION 8.04.

Trustee and Supplemental Interest Trustee May Own Certificates.

SECTION 8.05.

Trustee’s Fees and Expenses.

SECTION 8.06.

Eligibility Requirements for Trustee and Supplemental Interest Trustee.

SECTION 8.07.

Resignation and Removal of the Trustee or the Supplemental Interest Trustee.

SECTION 8.08.

Successor Trustee and Successor Supplemental Interest Trustee.

SECTION 8.09.

Merger or Consolidation of Trustee or Supplemental Interest Trustee.

SECTION 8.10.

Appointment of Co-Trustee or Separate Trustee.

SECTION 8.11.

Appointment of Custodians.

SECTION 8.12.

Appointment of Office or Agency.

SECTION 8.13.

Representations and Warranties of the Trustee and the Supplemental Interest Trustee.

ARTICLE IX

TERMINATION

SECTION 9.01.

Termination Upon Repurchase or Liquidation of All Mortgage Loans.

SECTION 9.02.

Additional Termination Requirements.

ARTICLE X

REMIC PROVISIONS

SECTION 10.01.

REMIC Administration.

SECTION 10.02.

Prohibited Transactions and Activities.

SECTION 10.03.

Servicer and Trustee Indemnification.

ARTICLE XI

MISCELLANEOUS PROVISIONS

SECTION 11.01.

Amendment.

SECTION 11.02.

Recordation of Agreement; Counterparts.

SECTION 11.03.

Limitation on Rights of Certificateholders.

SECTION 11.04.

Governing Law.

SECTION 11.05.

Notices.

SECTION 11.06.

Severability of Provisions.

SECTION 11.07.

Notice to Rating Agencies and the NIMS Insurer.

SECTION 11.08.

Article and Section References.

SECTION 11.09.

Grant of Security Interest.

SECTION 11.10.

Third Party Rights.

SECTION 11.10

Waiver of Jury Trial.

SECTION 11.11

Force Majeure.

Exhibits

Exhibit A-1	Form of Class A Certificate
Exhibit A-2	Form of Subordinate Certificate
Exhibit A-3	Form of Class C Certificate
Exhibit A-4	Form of Class P Certificate
Exhibit A-5	Form of Class R Certificate
Exhibit A-6	Form of Class R-X Certificate
Exhibit B	Form of Lost Note Affidavit
Exhibit C-1	Form of Trustee’s Initial Certification
Exhibit C-2	Form of Trustee’s Final Certification
Exhibit C-3	Form of Trustee’s Receipt of Mortgage Note
Exhibit D	Form of Mortgage Loan Purchase Agreement
Exhibit E	Request for Release

Exhibit F-1	Form of Transferor Representation Letter and Form of Transferee Representation Letter in Connection with Transfer of Class C and Class P Certificates Pursuant to Rule 144A Under the 1933 Act
Exhibit F-2	Form of Transfer Affidavit and Agreement and Form of Transferor Affidavit in Connection with Transfer of Residual Certificates

Exhibit G	Form of Certification with respect to ERISA and the Code
Exhibit H	Form of Interest Rate Swap Agreement
Exhibit I	Form of Limited Power of Attorney
Exhibit J-1	Form of Certification to Be Provided by the Depositor with Form 10-K
Exhibit J-2	Form of Certification to Be Provided to Depositor by the Trustee
Exhibit J-3	Form of Certification to Be Provided to Depositor by the Servicer
Exhibit K	Annual Statement of Compliance pursuant to Section 3.19

Schedule 1

Mortgage Loan Schedule

Schedule 2 Prepayment Charge Schedule

This Pooling and Servicing Agreement, is dated and effective as of September 1, 2005, among GE-WMC MORTGAGE SECURITIES, L.L.C., as Depositor, XXXXXX LOAN SERVICING LP, as Servicer and THE BANK OF NEW YORK, as Trustee and as Supplemental Interest Trustee.

PRELIMINARY STATEMENT:

The Depositor intends to sell or transfer pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple classes, which in the aggregate shall evidence the entire beneficial ownership interest in each REMIC (as defined herein) created hereunder. The Trust Fund shall consist of a segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement.

REMIC I

As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (other than any Servicer Prepayment Charge Payment Amounts, the Net WAC Rate Carry Forward Reserve Account and, for the avoidance of doubt, the Supplemental Interest Trust and the Interest Rate Swap Agreement) subject to this Agreement as a REMIC (as defined herein) for federal income tax purposes, and such segregated pool of assets shall be designated as “REMIC I.” The Class R-I Interest shall be the sole class of Residual Interests in REMIC I for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC I Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I Regular Interests (as defined herein). None of the REMIC I Regular Interests shall be certificated.

Designation

REMIC I
Remittance Rate

Initial
Uncertificated Balance

Latest Possible
Maturity Date⁽¹⁾

I-1-A	Variable⁽²⁾	$	5,728,255.28	October 25, 2035
I-1-B	Variable⁽²⁾	$	5,728,255.28	October 25, 2035
I-2-A	Variable⁽²⁾	$	5,525,444.67	October 25, 2035
I-2-B	Variable⁽²⁾	$	5,525,444.67	October 25, 2035
I-3-A	Variable⁽²⁾	$	5,333,354.13	October 25, 2035
I-3-B	Variable⁽²⁾	$$	5,333,354.13	October 25, 2035
I-4-A	Variable⁽²⁾	$$	5,151,296.85	October 25, 2035
I-4-B	Variable⁽²⁾	$$	5,151,296.85	October 25, 2035
I-5-A	Variable⁽²⁾	$$	5,070,989.78	October 25, 2035
I-5-B	Variable⁽²⁾	$$	5,070,989.78	October 25, 2035
I-6-A	Variable⁽²⁾	$$	4,999,177.25	October 25, 2035
I-6-B	Variable⁽²⁾	$$	4,999,177.25	October 25, 2035
I-7-A	Variable⁽²⁾	$$	4,645,955.64	October 25, 2035
I-7-B	Variable⁽²⁾	$$	4,645,955.64	October 25, 2035
I-8-A	Variable⁽²⁾	$$	4,497,854.43	October 25, 2035
I-8-B	Variable⁽²⁾	$$	4,497,854.43	October 25, 2035
I-9-A	Variable⁽²⁾	$$	4,356,494.80	October 25, 2035

I-9-B	Variable⁽²⁾	$$	4,356,494.80	October 25, 2035
I-10-A	Variable⁽²⁾	$$	4,221,290.77	October 25, 2035
I-10-B	Variable⁽²⁾	$$	4,221,290.77	October 25, 2035
I-11-A	Variable⁽²⁾	$$	4,091,680.88	October 25, 2035
I-11-B	Variable⁽²⁾	$$	4,091,680.88	October 25, 2035
I-12-A	Variable⁽²⁾	$$	3,967,129.30	October 25, 2035
I-12-B	Variable⁽²⁾	$$	3,967,129.30	October 25, 2035
I-13-A	Variable⁽²⁾	$$	3,847,127.08	October 25, 2035
I-13-B	Variable⁽²⁾	$$	3,847,127.08	October 25, 2035
I-14-A	Variable⁽²⁾	$$	3,731,167.02	October 25, 2035
I-14-B	Variable⁽²⁾	$$	3,731,167.02	October 25, 2035
I-15-A	Variable⁽²⁾	$$	3,616,540.92	October 25, 2035
I-15-B	Variable⁽²⁾	$$	3,616,540.92	October 25, 2035
I-16-A	Variable⁽²⁾	$$	3,461,406.17	October 25, 2035
I-16-B	Variable⁽²⁾	$$	3,461,406.17	October 25, 2035
I-17-A	Variable⁽²⁾	$$	3,312,968.59	October 25, 2035
I-17-B	Variable⁽²⁾	$$	3,312,968.59	October 25, 2035
I-18-A	Variable⁽²⁾	$$	3,170,937.45	October 25, 2035
I-18-B	Variable⁽²⁾	$$	3,170,937.45	October 25, 2035
I-19-A	Variable⁽²⁾	$$	3,035,034.70	October 25, 2035
I-19-B	Variable⁽²⁾	$$	3,035,034.70	October 25, 2035
I-20-A	Variable⁽²⁾	$$	2,904,994.44	October 25, 2035
I-20-B	Variable⁽²⁾	$$	2,904,994.44	October 25, 2035
I-21-A	Variable⁽²⁾	$$	2,780,562.34	October 25, 2035
I-21-B	Variable⁽²⁾	$$	2,780,562.34	October 25, 2035
I-22-A	Variable⁽²⁾	$$	2,670,169.63	October 25, 2035
I-22-B	Variable⁽²⁾	$$	2,670,169.63	October 25, 2035
I-23-A	Variable⁽²⁾	$$	2,872,665.50	October 25, 2035
I-23-B	Variable⁽²⁾	$$	2,872,665.50	October 25, 2035
I-24-A	Variable⁽²⁾	$$	39,559,519.08	October 25, 2035
I-24-B	Variable⁽²⁾	$$	39,559,519.08	October 25, 2035
I-25-A	Variable⁽²⁾	$$	652,778.98	October 25, 2035
I-25-B	Variable⁽²⁾	$$	652,778.98	October 25, 2035
I-26-A	Variable⁽²⁾	$$	628,309.88	October 25, 2035
I-26-B	Variable⁽²⁾	$$	628,309.88	October 25, 2035
I-27-A	Variable⁽²⁾	$$	604,765.98	October 25, 2035
I-27-B	Variable⁽²⁾	$$	604,765.98	October 25, 2035
I-28-A	Variable⁽²⁾	$$	582,111.93	October 25, 2035
I-28-B	Variable⁽²⁾	$$	582,111.93	October 25, 2035
I-29-A	Variable⁽²⁾	$$	560,313.72	October 25, 2035
I-29-B	Variable⁽²⁾	$$	560,313.72	October 25, 2035
I-30-A	Variable⁽²⁾	$$	539,338.69	October 25, 2035
I-30-B	Variable⁽²⁾	$$	539,338.69	October 25, 2035
I-31-A	Variable⁽²⁾	$$	519,155.41	October 25, 2035
I-31-B	Variable⁽²⁾	$$	519,155.41	October 25, 2035
I-32-A	Variable⁽²⁾	$$	499,733.69	October 25, 2035

I-32-B	Variable⁽²⁾	$$	499,733.69	October 25, 2035
I-33-A	Variable⁽²⁾	$$	481,044.48	October 25, 2035
I-33-B	Variable⁽²⁾	$$	481,044.48	October 25, 2035
I-34-A	Variable⁽²⁾	$$	60,964.01	October 25, 2035
I-34-B	Variable⁽²⁾	$$	60,964.01	October 25, 2035
I-35-A	Variable⁽²⁾	$$	283,167.35	October 25, 2035
I-35-B	Variable⁽²⁾	$$	283,167.35	October 25, 2035
I-36-A	Variable⁽²⁾	$$	273,272.31	October 25, 2035
I-36-B	Variable⁽²⁾	$$	273,272.31	October 25, 2035
I-37-A	Variable⁽²⁾	$$	263,720.61	October 25, 2035
I-37-B	Variable⁽²⁾	$$	263,720.61	October 25, 2035
I-38-A	Variable⁽²⁾	$$	254,500.53	October 25, 2035
I-38-B	Variable⁽²⁾	$$	254,500.53	October 25, 2035
I-39-A	Variable⁽²⁾	$$	245,601.78	October 25, 2035
I-39-B	Variable⁽²⁾	$$	245,601.78	October 25, 2035
I-40-A	Variable⁽²⁾	$$	237,010.58	October 25, 2035
I-40-B	Variable⁽²⁾	$$	237,010.58	October 25, 2035
I-41-A	Variable⁽²⁾	$$	228,717.77	October 25, 2035
I-41-B	Variable⁽²⁾	$$	228,717.77	October 25, 2035
I-42-A	Variable⁽²⁾	$$	220,713.07	October 25, 2035
I-42-B	Variable⁽²⁾	$$	220,713.07	October 25, 2035
I-43-A	Variable⁽²⁾	$$	212,986.54	October 25, 2035
I-43-B	Variable⁽²⁾	$$	212,986.54	October 25, 2035
I-44-A	Variable⁽²⁾	$$	205,528.59	October 25, 2035
I-44-B	Variable⁽²⁾	$$	205,528.59	October 25, 2035
I-45-A	Variable⁽²⁾	$$	198,329.94	October 25, 2035
I-45-B	Variable⁽²⁾	$$	198,329.94	October 25, 2035
I-46-A	Variable⁽²⁾	$$	191,381.63	October 25, 2035
I-46-B	Variable⁽²⁾	$$	191,381.63	October 25, 2035
I-47-A	Variable⁽²⁾	$	184,675.02	October 25, 2035
I-47-B	Variable⁽²⁾	$	184,675.02	October 25, 2035
I-48-A	Variable⁽²⁾	$	178,201.76	October 25, 2035
I-48-B	Variable⁽²⁾	$	178,201.76	October 25, 2035
I-49-A	Variable⁽²⁾	$	171,953.80	October 25, 2035
I-49-B	Variable⁽²⁾	$	171,953.80	October 25, 2035
I-50-A	Variable⁽²⁾	$	165,923.34	October 25, 2035
I-50-B	Variable⁽²⁾	$	165,923.34	October 25, 2035
I-51-A	Variable⁽²⁾	$	160,102.86	October 25, 2035
I-51-B	Variable⁽²⁾	$	160,102.86	October 25, 2035
I-52-A	Variable⁽²⁾	$	4,366,582.61	October 25, 2035
I-52-B	Variable⁽²⁾	$	4,366,582.61	October 25, 2035
I-OC	Variable⁽²⁾	$	8,704,067.57	October 25, 2035
I-OC Cash	Variable⁽²⁾	$	312.32	October 25, 2035
I-P	Variable⁽²⁾	$	29.19	October 25, 2035
II-1-A	Variable⁽²⁾	$$	13,892,456.02	October 25, 2035
II-1-B	Variable⁽²⁾	$$	13,892,456.02	October 25, 2035

II-2-A	Variable⁽²⁾	$$	13,400,589.42	October 25, 2035
II-2-B	Variable⁽²⁾	$$	13,400,589.42	October 25, 2035
II-3-A	Variable⁽²⁾	$$	12,934,721.68	October 25, 2035
II-3-B	Variable⁽²⁾	$$	12,934,721.68	October 25, 2035
II-4-A	Variable⁽²⁾	$$	12,493,187.08	October 25, 2035
II-4-B	Variable⁽²⁾	$$	12,493,187.08	October 25, 2035
II-5-A	Variable⁽²⁾	$$	12,298,422.31	October 25, 2035
II-5-B	Variable⁽²⁾	$$	12,298,422.31	October 25, 2035
II-6-A	Variable⁽²⁾	$$	12,124,258.90	October 25, 2035
II-6-B	Variable⁽²⁾	$$	12,124,258.90	October 25, 2035
II-7-A	Variable⁽²⁾	$$	11,267,607.88	October 25, 2035
II-7-B	Variable⁽²⁾	$$	11,267,607.88	October 25, 2035
II-8-A	Variable⁽²⁾	$$	10,908,425.30	October 25, 2035
II-8-B	Variable⁽²⁾	$$	10,908,425.30	October 25, 2035
II-9-A	Variable⁽²⁾	$$	10,565,592.73	October 25, 2035
II-9-B	Variable⁽²⁾	$$	10,565,592.73	October 25, 2035
II-10-A	Variable⁽²⁾	$$	10,237,689.05	October 25, 2035
II-10-B	Variable⁽²⁾	$$	10,237,689.05	October 25, 2035
II-11-A	Variable⁽²⁾	$$	9,923,352.55	October 25, 2035
II-11-B	Variable⁽²⁾	$$	9,923,352.55	October 25, 2035
II-12-A	Variable⁽²⁾	$$	9,621,283.73	October 25, 2035
II-12-B	Variable⁽²⁾	$$	9,621,283.73	October 25, 2035
II-13-A	Variable⁽²⁾	$$	9,330,248.23	October 25, 2035
II-13-B	Variable⁽²⁾	$$	9,330,248.23	October 25, 2035
II-14-A	Variable⁽²⁾	$$	9,049,016.01	October 25, 2035
II-14-B	Variable⁽²⁾	$$	9,049,016.01	October 25, 2035
II-15-A	Variable⁽²⁾	$$	8,771,018.95	October 25, 2035
II-15-B	Variable⁽²⁾	$$	8,771,018.95	October 25, 2035
II-16-A	Variable⁽²⁾	$$	8,394,778.28	October 25, 2035
II-16-B	Variable⁽²⁾	$$	8,394,778.28	October 25, 2035
II-17-A	Variable⁽²⁾	$$	8,034,779.91	October 25, 2035
II-17-B	Variable⁽²⁾	$$	8,034,779.91	October 25, 2035
II-18-A	Variable⁽²⁾	$$	7,690,318.75	October 25, 2035
II-18-B	Variable⁽²⁾	$$	7,690,318.75	October 25, 2035
II-19-A	Variable⁽²⁾	$$	7,360,720.51	October 25, 2035
II-19-B	Variable⁽²⁾	$$	7,360,720.51	October 25, 2035
II-20-A	Variable⁽²⁾	$$	7,045,340.26	October 25, 2035
II-20-B	Variable⁽²⁾	$$	7,045,340.26	October 25, 2035
II-21-A	Variable⁽²⁾	$$	6,743,561.19	October 25, 2035
II-21-B	Variable⁽²⁾	$$	6,743,561.19	October 25, 2035
II-22-A	Variable⁽²⁾	$$	6,475,831.17	October 25, 2035
II-22-B	Variable⁽²⁾	$$	6,475,831.17	October 25, 2035
II-23-A	Variable⁽²⁾	$$	6,966,934.46	October 25, 2035
II-23-B	Variable⁽²⁾	$$	6,966,934.46	October 25, 2035
II-24-A	Variable⁽²⁾	$$	95,941,757.48	October 25, 2035
II-24-B	Variable⁽²⁾	$$	95,941,757.48	October 25, 2035

II-25-A	Variable⁽²⁾	$$	1,583,152.77	October 25, 2035
II-25-B	Variable⁽²⁾	$$	1,583,152.77	October 25, 2035
II-26-A	Variable⁽²⁾	$$	1,523,809.07	October 25, 2035
II-26-B	Variable⁽²⁾	$$	1,523,809.07	October 25, 2035
II-27-A	Variable⁽²⁾	$$	1,466,709.22	October 25, 2035
II-27-B	Variable⁽²⁾	$$	1,466,709.22	October 25, 2035
II-28-A	Variable⁽²⁾	$$	1,411,767.45	October 25, 2035
II-28-B	Variable⁽²⁾	$$	1,411,767.45	October 25, 2035
II-29-A	Variable⁽²⁾	$$	1,358,901.33	October 25, 2035
II-29-B	Variable⁽²⁾	$$	1,358,901.33	October 25, 2035
II-30-A	Variable⁽²⁾	$$	1,308,031.61	October 25, 2035
II-30-B	Variable⁽²⁾	$$	1,308,031.61	October 25, 2035
II-31-A	Variable⁽²⁾	$$	1,259,082.10	October 25, 2035
II-31-B	Variable⁽²⁾	$$	1,259,082.10	October 25, 2035
II-32-A	Variable⁽²⁾	$$	1,211,979.55	October 25, 2035
II-32-B	Variable⁽²⁾	$$	1,211,979.55	October 25, 2035
II-33-A	Variable⁽²⁾	$$	1,166,653.54	October 25, 2035
II-33-B	Variable⁽²⁾	$$	1,166,653.54	October 25, 2035
II-34-A	Variable⁽²⁾	$$	147,853.02	October 25, 2035
II-34-B	Variable⁽²⁾	$$	147,853.02	October 25, 2035
II-35-A	Variable⁽²⁾	$$	686,751.86	October 25, 2035
II-35-B	Variable⁽²⁾	$$	686,751.86	October 25, 2035
II-36-A	Variable⁽²⁾	$$	662,753.91	October 25, 2035
II-36-B	Variable⁽²⁾	$$	662,753.91	October 25, 2035
II-37-A	Variable⁽²⁾	$$	639,588.62	October 25, 2035
II-37-B	Variable⁽²⁾	$$	639,588.62	October 25, 2035
II-38-A	Variable⁽²⁾	$$	617,227.63	October 25, 2035
II-38-B	Variable⁽²⁾	$$	617,227.63	October 25, 2035
II-39-A	Variable⁽²⁾	$$	595,645.94	October 25, 2035
II-39-B	Variable⁽²⁾	$$	595,645.94	October 25, 2035
II-40-A	Variable⁽²⁾	$$	574,810.10	October 25, 2035
II-40-B	Variable⁽²⁾	$$	574,810.10	October 25, 2035
II-41-A	Variable⁽²⁾	$$	554,697.97	October 25, 2035
II-41-B	Variable⁽²⁾	$$	554,697.97	October 25, 2035
II-42-A	Variable⁽²⁾	$$	535,284.57	October 25, 2035
II-42-B	Variable⁽²⁾	$$	535,284.57	October 25, 2035
II-43-A	Variable⁽²⁾	$$	516,545.79	October 25, 2035
II-43-B	Variable⁽²⁾	$$	516,545.79	October 25, 2035
II-44-A	Variable⁽²⁾	$$	498,458.40	October 25, 2035
II-44-B	Variable⁽²⁾	$$	498,458.40	October 25, 2035
II-45-A	Variable⁽²⁾	$$	480,999.85	October 25, 2035
II-45-B	Variable⁽²⁾	$$	480,999.85	October 25, 2035
II-46-A	Variable⁽²⁾	$$	464,148.45	October 25, 2035
II-46-B	Variable⁽²⁾	$$	464,148.45	October 25, 2035
II-47-A	Variable⁽²⁾	$	447,883.25	October 25, 2035
II-47-B	Variable⁽²⁾	$	447,883.25	October 25, 2035

II-48-A	Variable⁽²⁾	$	432,183.98	October 25, 2035
II-48-B	Variable⁽²⁾	$	432,183.98	October 25, 2035
II-49-A	Variable⁽²⁾	$	417,031.10	October 25, 2035
II-49-B	Variable⁽²⁾	$	417,031.10	October 25, 2035
II-50-A	Variable⁽²⁾	$	402,405.72	October 25, 2035
II-50-B	Variable⁽²⁾	$	402,405.72	October 25, 2035
II-51-A	Variable⁽²⁾	$	388,289.61	October 25, 2035
II-51-B	Variable⁽²⁾	$	388,289.61	October 25, 2035
II-52-A	Variable⁽²⁾	$	10,590,058.22	October 25, 2035
II-52-B	Variable⁽²⁾	$	10,590,058.22	October 25, 2035
II-OC	Variable⁽²⁾	$	21,107,883.26	October 25, 2035
II-OC Cash	Variable⁽²⁾	$	2,421.50	October 25, 2035
II-P	Variable⁽²⁾	$	70.81	October 25, 2035

________________

⁽¹⁾	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC I Regular Interest.

⁽²⁾	Calculated in accordance with the definition of “REMIC I Remittance Rate” herein.

REMIC II

As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as “REMIC II.” The Class R-II Interest shall evidence the sole class of Residual Interests in REMIC II for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the REMIC II Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC II Regular Interests (as defined herein). None of the REMIC II Regular Interests will be certificated.

Designation

REMIC II

Remittance Rate

Initial

Uncertificated Balance

Latest Possible Maturity Date (1)

AA	Variable(2)	$	503,763,945.48	October 25, 2035
A-1	Variable(2)	$	1,151,825.00	October 25, 2035
A-2a	Variable(2)	$	1,750,000.00	October 25, 2035
A-2b	Variable(2)	$	610,000.00	October 25, 2035
A-2c	Variable(2)	$	433,465.00	October 25, 2035
M-1	Variable(2)	$	195,340.00	October 25, 2035
M-2	Variable(2)	$	177,345.00	October 25, 2035
M-3	Variable(2)	$	120,800.00	October 25, 2035
M-4	Variable(2)	$	87,385.00	October 25, 2035
M-5	Variable(2)	$	89,960.00	October 25, 2035
M-6	Variable(2)	$	77,105.00	October 25, 2035
B-1	Variable(2)	$	82,250.00	October 25, 2035
B-2	Variable(2)	$	59,115.00	October 25, 2035
B-3	Variable(2)	$	59,115.00	October 25, 2035
B-4	Variable(2)	$	46,265.00	October 25, 2035
B-5	Variable(2)	$	51,405.00	October 25, 2035
ZZ	Variable(2)	$	5,289,521.85	October 25, 2035
P	0.00%	$	100.00	October 25, 2035
IO	(2)	$	(3)	October 25, 2035
1-Sub	Variable(2)	$	6,978.52	October 25, 2035
1-Grp	Variable(2)	$	30,015.02	October 25, 2035
2-Sub	Variable(2)	$	16,924.66	October 25, 2035
2-Grp	Variable(2)	$	72,793.96	October 25, 2035
XX	Variable(2)	$	513,918,130.17	October 25, 2035

___________________________

(1)	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC II Regular Interest.

(2)	Calculated in accordance with the definition of “REMIC II Remittance Rate” herein.

(3)	REMIC II Regular Interest IO will not have an Uncertificated Balance but will accrue interest on its uncertificated notional amount calculated in accordance with the definition of “Uncertificated Notional Amount” herein.

REMIC III

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC III”. The Class R-III Interest will represent the sole class of Residual Interests in REMIC III for purposes of the REMIC Provisions.

The following table irrevocably sets forth the designation, Pass-Through Rate, the initial Certificate Principal Balance (or initial Uncertificated Balance, in the case of the Class C and P Interests) and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated Classes of Certificates and interests.

Each Certificate, other than the Class P, the Class C and the Class R Certificates, represents ownership of a Regular Interest in REMIC III and also represents (i) the right to receive payments with respect to the Net WAC Rate Carry Forward Amount (as defined herein) and (ii) the obligation to pay Class IO Distribution Amounts (as defined herein). The entitlement to principal of the Regular Interest which corresponds to each Certificate shall be equal in amount and timing to the entitlement to principal of such Certificate.

Designation	Pass-Through Rate	Initial Certificate Principal Balance or Uncertificated Balance	Latest Possible Maturity Date(1)
A-1(2)	Variable(3)	$230,365,000	October 2035
A-2a(2)	Variable(3)	$350,000,000	October 2035
A-2b(2)	Variable(3)	$122,000,000	October 2035
A-2c(2)	Variable(3)	$86,693,000	October 2035
M-1(2)	Variable(3)	$39,068,000	October 2035
M-2(2)	Variable(3)	$35,469,000	October 2035
M-3(2)	Variable(3)	$24,160,000	October 2035
M-4(2)	Variable(3)	$17,477,000	October 2035
M-5(2)	Variable(3)	$17,992,000	October 2035
M-6(2)	Variable(3)	$15,421,000	October 2035
B-1(2)	Variable(3)	$16,450,000	October 2035
B-2(2)	Variable(3)	$11,823,000	October 2035
B-3(2)	Variable(3)	$11,823,000	October 2035
B-4(2)	Variable(3)	$9,253,000	October 2035
B-5(2)	Variable(3)	$10,281,000	October 2035
Class C Interest	Variable(3)(4)	$29,814,684.65	October 2035
Class P Interest	0.00%(5)	$100.00	October 2035
Class IO Interest	(6)	(7)	October 2035

___________________

(1)

For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, 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 III Regular Interest.

(2)

This Class of Certificates represents ownership of a Regular Interest in REMIC III. Any amount distributed on this Class of Certificates on any Distribution Date in excess of the amount distributable on the related Regular Interest in REMIC III on such Distribution Date shall be treated for federal income tax purposes as having been paid from the Reserve Fund or the Supplemental Interest Trust, as applicable, and any amount distributable on the related Regular Interest in REMIC III on such Distribution Date in excess of the amount distributable on such Class of Certificates on such Distribution Date shall be treated for such purposes as having been distributed to the Holders of such Certificates and then paid by such Holders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 4.07 hereof.

(3)

Calculated in accordance with the definition of “Pass-Through Rate” herein. Each Regular Interest in REMIC III (other than the Class C, P and IO Interests) which corresponds to a Certificate will have the same Pass-Through Rate as such Certificate, except with respect to the Net WAC Pass-Through Rate. The Net WAC Pass-Through Rate for each such Regular Interest in REMIC III and Certificate is specified in the definition of “Net WAC Pass-Through Rate”.

(4)

The Class C Interest will accrue interest at its variable Pass-Through Rate on the Uncertificated Notional Amount of the Class C Interest outstanding from time to time which shall equal the aggregate Uncertificated Balance of the REMIC II Regular Interests. The Class C Interest will not accrue interest on its Uncertificated Balance.

(5)	The Class P Interest is not entitled to distributions in respect of interest.

(6)	For federal income tax purposes, the Class IO Interest will not have a Pass-Through Rate, but will be entitled to 100% of the amounts distributed on REMIC II Regular Interest IO.
(7)	For federal income tax purposes, the Class IO Interest will not have an Uncertificated Balance, but will have a notional amount equal to the Uncertificated Notional Amount of REMIC II Regular Interest IO.

REMIC IV

As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Class C Interest as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as “REMIC IV.” The Class R-IV Interest shall evidence the sole class of Residual Interests in REMIC IV for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial Certificate Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated Class of Certificates.

Designation

Pass-Through Rate

Initial Certificate

Principal Balance

Latest Possible
Maturity Date⁽¹⁾

Variable⁽²⁾

$29,814,684.65

October 2035

________________

⁽¹⁾	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for the Class C Certificates.
⁽²⁾	The Class C Certificates will not have a Pass-Through Rate but will be entitled to receive 100% of amounts received in respect of the Class C Interest.

REMIC V

As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the Class P Interest as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as “REMIC V.” The Class R-V Interest represents the sole class of Residual Interests in REMIC V for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial Certificate Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated Class of Certificates.

Designation

Pass-Through Rate

Initial Certificate

Principal Balance

Latest Possible
Maturity Date⁽¹⁾

0.00%⁽²⁾

$100

October 2035

________________

⁽¹⁾	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for the Class P Certificates.

⁽²⁾	The Class P Certificates will be entitled to receive 100% of amounts received in respect of the Class P Interest.

REMIC VI

As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the Class IO Interest as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as “REMIC VI.” The Class R-VI Interest represents the sole class of Residual Interests in REMIC VI for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated indicated class of interest.

Designation		Pass-Through Rate		Initial Uncertificated Balance		Latest Possible Maturity Date⁽¹⁾
IO (3)		Variable⁽²⁾		(4)		Ocotber 2035

________________

⁽¹⁾	For purposes of Section 1.860G-1(A)(4)(III) of the Treasury Regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “Latest Possible Maturity Date” for REMIC VI Regular Interest IO.
⁽²⁾	REMIC VI Regular Interest IO will not have a Pass-Through Rate, but will receive 100% of amounts received in respect of the Class IO Interest

⁽³⁾	REMIC VI Regular Interest IO will be held as an asset of the Supplemental Interest Trust.

⁽⁴⁾	REMIC VI Regular Interest IO will not have an Uncertificated Balance, but will have a notional amount equal to the Uncertificated Notional Amount of the Class IO Interest.

As of the Cut-off Date, the Group I Mortgage Loans had an aggregate Scheduled Principal Balance equal to $300,150,216.18 and the Group II Mortgage Loans had an aggregate Scheduled Principal Balance equal to $727,939,568.47.

In consideration of the mutual agreements herein contained, the Depositor, the Servicer and the Trustee agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01.

Defined Terms.

Whenever used in this Agreement, including, without limitation, in the Preliminary Statement hereto, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Unless otherwise specified, all calculations described herein shall be made on the basis of a 360-day year consisting of twelve 30-day months and all calculations on each Regular Interest shall be made on the basis of a 360-day year and the actual number of days in the month.

“Accrued Certificate Interest”: With respect to any Class of Certificates or class of interests (other than the Class P Certificates and the Residual Certificates) and each Distribution Date, interest accrued during the related Interest Accrual Period at the Pass-Through Rate for such Certificate or interest for such Distribution Date on the Certificate Principal Balance of such Certificate, in the case of the Adjustable-Rate Certificates, or on the Uncertificated Notional Amount of such interest, in the case of the Class C Interest or Class IO Interest, immediately prior to such Distribution Date. The Class P Certificates are not entitled to distributions in respect of interest and, accordingly, shall not accrue interest. All distributions of interest on the Adjustable-Rate Certificates shall be calculated on the basis of a 360-day year and the actual number of days in the applicable Interest Accrual Period. All distributions of interest on the Class C Certificates and Class C Interest shall be based on a 360-day year consisting of twelve 30-day months. Accrued Certificate Interest with respect to each Distribution Date, as to any Class A Certificate or Subordinate Certificate, shall be reduced by an amount equal to the portion allocable to such Certificate pursuant to Section 1.02 hereof of the sum of (a) the aggregate Prepayment Interest Shortfall, if any, for such Distribution Date to the extent neither covered by payments pursuant to Section 4.03(e) nor allocated to the Class C Certificates pursuant to Section 1.02 and (b) the aggregate amount of any Relief Act Interest Shortfall, if any, for such Distribution Date not allocated to the Class C Certificates pursuant to Section 1.02. Accrued Certificate Interest with respect to each Distribution Date and any Class C Certificate shall be reduced by (a) Prepayment Interest Shortfalls, if any, allocated to such Class of Certificates pursuant to Section 1.02 hereof, (b) Relief Act Interest Shortfalls, if any, allocated to such Class of Certificates pursuant to Section 1.02 hereof and (c) an amount equal to the portion of Realized Losses, if any, allocable to interest on the Class C Certificate pursuant to Section 4.04 hereof.

“Adjustable-Rate Certificates”: The Class A Certificates and the Subordinate Certificates.

“Adjustable-Rate Mortgage Loan”: Each of the Mortgage Loans identified on the Mortgage Loan Schedule as having a Mortgage Rate that is subject to adjustment.

“Adjustment Date”: With respect to each Adjustable-Rate Mortgage Loan, the first day of the month in which the Mortgage Rate of such Mortgage Loan changes pursuant to

the related Mortgage Note. The first Adjustment Date following the Cut-off Date as to each Adjustable-Rate Mortgage Loan is set forth in the Mortgage Loan Schedule.

“Advance Facility”: As defined in Section 6.12 hereof.

“Advance Facility Notice”: As defined in Section 6.12 hereof.

“Advance Financing Person”: As defined in Section 6.12 hereof.

“Advance Reimbursement Amounts”: As defined in Section 6.12 hereof.

“Affiliate”: With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement”: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.

“Allocated Realized Loss Amount”: With respect to any Distribution Date and any Class of Subordinate Certificates, the sum of Realized Losses allocated to such Class of Certificates on such Distribution Date pursuant to Section 4.04.

“Allocated Realized Loss Reimbursement Amount”: With respect to any Distribution Date and any Class of Subordinate Certificates, (i) the sum of all Allocated Realized Loss Amounts allocated to such Class of Certificates minus (ii) the sum of all applicable amounts distributed to such Class of Certificates on previous Distribution Dates pursuant to Section 4.01(d) and clause seventh of Section 4.07(c), minus (iii) the sum of the increases in the Certificate Principal Balance of such Class of Certificates due to the receipt of Subsequent Recoveries as provided in Section 4.01(e).

“Applicable Regulations”: As to any Mortgage Loan, all federal, state and local laws, statutes, rules and regulations applicable thereto.

“Assignment”: An assignment of Mortgage, notice of transfer or equivalent instrument, in recordable form (excepting therefrom if applicable, the mortgage recordation information which has not been returned by the applicable recorder’s office and/or the assignee’s name), which is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage.

“Available Distribution Amount”: With respect to any Distribution Date, an amount equal to (1) the sum of:

(a) the aggregate amount of Monthly Payments on the Mortgage Loans due during the related Due Period and received on or prior to the related Determination Date;

(b) Principal Prepayments on the Mortgage Loans received during the related Prepayment Period (together with any interest payments received with such Principal Prepayments to the extent they represent the payment of interest accrued on the Mortgage Loans during the period prior to the end of the prior calendar month);

(c) Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries received in respect of the Mortgage Loans during the related Prepayment Period;

(d) without duplication, the aggregate of any amounts received in respect of an REO Property withdrawn from any REO Account and deposited in the Distribution Account for such Distribution Date pursuant to Section 3.13;

(e) Compensating Interest, if any, deposited in the Distribution Account by the Servicer for such Distribution Date pursuant to Section 4.03;

(f) the aggregate of any P&I Advances made by the Servicer for such Distribution Date pursuant to Section 4.03;

(g) with respect to the first Distribution Date, the Group I Cash Deposit and the Group II Cash Deposit; and

(h) the REMIC Termination Payment portion of the Termination Price paid pursuant to Section 9.01, if any;

reduced (to not less than zero) by (2) the portion of the amount described in clause (1)(a) above that represents:

(i) Monthly Payments on the Mortgage Loans received from a Mortgagor on or prior to the Determination Date but due during any Due Period subsequent to the related Due Period;

(ii) Principal Prepayments on the Mortgage Loans received after the related Prepayment Period (together with any interest payments received with such Principal Prepayments to the extent they represent the payment of interest accrued on the Mortgage Loans during a period subsequent to the end of the prior calendar month);

(iii) Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries received in respect of the Mortgage Loans after the related Prepayment Period;

(iv) amounts reimbursable or payable to the Depositor, the Servicer, the Trustee, the Custodian, the Seller, the Originator or any Sub-Servicer pursuant to Section 3.05, Section 3.06 or Section 7.01 or otherwise payable in respect of Extraordinary Trust Fund Expenses;

(v) the Trustee Fee and the Custodial Fee payable from the Distribution Account pursuant to Section 8.05;

(vi) amounts deposited in the Collection Account or the Distribution Account in error;

(vii) the amount of any Prepayment Charges collected by the Servicer and the amount of any Servicer Prepayment Charge Payment Amounts; and

(viii) an amount equal to the aggregate amount, if any, deducted from the Interest Remittance Amount and Principal Remittance Amount for such Distribution Date pursuant to the first sentence of Section 4.07(b).

“Balloon Loan”: Any Mortgage Loan that provided on the date of origination for an amortization schedule extending beyond its stated maturity date.

“Balloon Payment”: With respect to any Balloon Loan, as of any date of determination, the Monthly Payment payable on the stated maturity date of such Mortgage Loan.

“Bankruptcy Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code), as amended.

“Bankruptcy Loss”: With respect to any Mortgage Loan, a Realized Loss resulting from a Deficient Valuation or Debt Service Reduction.

“Book-Entry Certificate”: Any Certificate registered in the name of the Depository or its nominee. Initially, the Book-Entry Certificates shall be the Class A Certificates and the Subordinate Certificates.

“Book-Entry Custodian”: The custodian appointed pursuant to Section 5.01.

“Business Day”: Any day other than a Saturday, a Sunday or a day on which banking or savings and loan institutions in the State of California, the State of Connecticut, the State of Texas or the State of New York, are authorized or obligated by law or executive order to be closed.

“Certificate”: Any one of the Depositor’s Asset-Backed Pass-Through Certificates, Series 2005-1, Class X-0, Xxxxx X-0x, Xxxxx X-0x, Class A-2c, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1 Class B-2, Class B-3, Class B-4, Class B-5, Class C, Class P, Class R and Class R-X, issued under this Agreement.

“Certificate Factor”: With respect to any Class of Regular Certificates as of any Distribution Date, a fraction, expressed as a decimal carried to six places, the numerator of which is the Certificate Principal Balance (or the Notional Amount, in the case of the Class C Certificates) of such Class of Certificates on such Distribution Date (after giving effect to any distributions of principal and allocations of Realized Losses in reduction of the Certificate Principal Balance (or the Notional Amount, in the case of the Class C Certificates) of such Class of Certificates to be made on such Distribution Date), and the denominator of which is the initial aggregate Certificate Principal Balance (or the Notional Amount, in the case of the Class C Certificates) of such Class of Certificates as of the Closing Date.

“Certificateholder” or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register, except that a Disqualified Organization or a Non-United

States Person shall not be a Holder of a Residual Certificate for any purposes hereof and, solely for the purposes of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor, the Seller or the Originator or any Affiliate thereof shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent has been obtained, except as otherwise provided in Section 11.01. The Trustee, the Supplemental Interest Trustee and the NIMS Insurer may conclusively rely upon a certificate of the Depositor, the Seller or the Originator, in determining whether a Certificate is held by an Affiliate thereof. All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and participating members thereof, except as otherwise specified herein; provided, however, that the Trustee and the NIMS Insurer shall be required to recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the Certificate Register.

“Certificate Margin”: With respect to each Adjustable-Rate Certificate and, for purposes of the definitions of “Marker Rate” and “Maximum Uncertificated Interest Deferral Amount,” the specified REMIC II Regular Interest, as follows:

Class	REMIC II Regular Interest	Certificate Margin
Class	REMIC II Regular Interest	⁽¹⁾ (%)	⁽²⁾ (%)
X-0	X-0	0.250%	0.500%
A-2a	A-2a	0.120%	0.240%
X-0x	X-0x	0.240%	0.480%
A-2c	A-2c	0.360%	0.720%
M-1	M-1	0.440%	0.660%
M-2	M-2	0.460%	0.690%
M-3	M-3	0.480%	0.720%
M-4	M-4	0.590%	0.885%
M-5	M-5	0.620%	0.930%
M-6	M-6	0.680%	1.020%
B-1	B-1	1.120%	1.680%
B-2	B-2	1.270%	1.905%
B-3	B-3	1.700%	2.550%
B-4	B-4	2.750%	4.125%
B-5	B-5	2.750%	4.125%

__________

(1)	For the Interest Accrual Period for each Distribution Date on or prior to the Optional Termination Date.
(2)	For the Interest Accrual Period for each Distribution Date after the Optional Termination Date.

“Certificate Owner”: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate as reflected on the books of the Depository or on the books of a Depository Participant or on the books of an indirect participating brokerage firm for which a Depository Participant acts as agent.

“Certificate Principal Balance”: With respect to each Class A Certificate, Subordinate Certificate, or Class P Certificate and (i) in the case of any date of determination up to and including the first Distribution Date, the initial Certificate Principal Balance of such Certificate, as stated on the face thereof and (ii) as of any date of determination after the first Distribution Date, the Certificate Principal Balance of such Certificate on the Distribution Date

immediately prior to such date of determination plus, with respect to each Subordinate Certificate, any increase in the Certificate Principal Balance of such Certificate pursuant to Section 4.01 due to the receipt of Subsequent Recoveries, minus all distributions allocable to principal made thereon on such Distribution Date and, in the case of a Subordinate Certificate, Realized Losses allocated thereto on such immediately prior Distribution Date. With respect to each Class C Certificate as of any date of determination, an amount equal to the Percentage Interest evidenced by such Certificate times the excess, if any, of (A) the then aggregate Stated Principal Balance of the Mortgage Loans over (B) the then aggregate Certificate Principal Balance of the Class A Certificates, the Subordinate Certificates and the Class P Certificates then outstanding.

“Certificate Register”: The register maintained pursuant to Section 5.02.

“Certificate Registrar”: The registrar appointed pursuant to Section 5.02

“Class”: Collectively, all of the Certificates bearing the same class designation.

“Class A Certificate”: Any one of the Class X-0, Xxxxx X-0x, Xxxxx X-0x or Class A-2c Certificates.

“Class A-1 Certificate”: Any one of the Class A-1 Certificates executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-1 and evidencing (i) a Regular Interest in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive Net WAC Rate Carry Forward Amounts and (iii) the obligation to pay the Class IO Distribution Amount.

“Class A-2a Certificate”: Any one of the Class A-2a Certificates executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-1 and evidencing (i) a Regular Interest in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive Net WAC Rate Carry Forward Amounts and (iii) the obligation to pay the Class IO Distribution Amount.

“Class A-2b Certificate”: Any one of the Class A-2b Certificates executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-1 and evidencing (i) a Regular Interest in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive Net WAC Rate Carry Forward Amounts and (iii) the obligation to pay the Class IO Distribution Amount.

“Class A-2c Certificate”: Any one of the Class A-2c Certificates executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-1 and evidencing (i) a Regular Interest in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive Net WAC Rate Carry Forward Amounts and (iii) the obligation to pay the Class IO Distribution Amount.

“Class A Interest Distribution Amount”: With respect to any Distribution Date and a Class A Certificate, an amount equal to the sum of (i) the Interest Distribution Amount for

such Class and such Distribution Date and (ii) the Interest Carry Forward Amount for such Class and such Distribution Date.

“Class A Principal Distribution Amount”: With respect to any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, an amount equal to the sum of (i) the Group I Class A Principal Distribution Amount and (ii) the Group II Class A Principal Distribution Amount.

“Class B-1 Certificate”: Any one of the Class B-1 Certificates executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-2 and evidencing (i) a Regular Interest in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive Net WAC Rate Carry Forward Amounts and (iii) the obligation to pay the Class IO Distribution Amount.

“Class B-1 Principal Distribution Amount”: With respect to any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class B-1 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the 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) and (viii) the Certificate Principal Balance of the Class B-1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 85.80% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $5,140,449.

“Class B-2 Certificate”: Any one of the Class B-2 Certificates executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-2 and evidencing (i) a Regular Interest in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive Net WAC Rate Carry Forward Amounts and (iii) the obligation to pay the Class IO Distribution Amount.

“Class B-2 Principal Distribution Amount”: With respect to any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class B-2 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the 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 B-1 Certificates (after taking into account the payment of the Class B-1 Principal Distribution Amount on such Distribution Date) and (ix) the Certificate Principal Balance of the Class B-2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 88.10% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $5,140,449.

“Class B-3 Certificate”: Any one of the Class B-3 Certificates executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-2 and evidencing (i) a Regular Interest in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive Net WAC Rate Carry Forward Amounts and (iii) the obligation to pay the Class IO Distribution Amount.

“Class B-3 Principal Distribution Amount”: With respect to any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class B-3 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the 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 B-1 Certificates (after taking into account the payment of the Class B-1 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class B-2 Certificates (after taking into account the payment of the Class B-2 Principal Distribution Amount on such Distribution Date) and (x) the Certificate Principal Balance of the Class B-3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 90.40% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $5,140,449.

“Class B-4 Certificate”: Any one of the Class B-4 Certificates executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-2 and evidencing (i) a Regular Interest in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive Net WAC Rate Carry Forward Amounts and (iii) the obligation to pay the Class IO Distribution Amount.

“Class B-4 Principal Distribution Amount”: With respect to any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class B-4 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the 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 B-1 Certificates (after taking into account the payment of the Class B-1 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class B-2 Certificates (after taking into account the payment of the Class B-2 Principal Distribution Amount on such Distribution Date), (x) the Certificate Principal Balance of the Class B-3 Certificates (after taking into account the payment of the Class B-3 Principal Distribution Amount on such Distribution Date) and (xi) the Certificate Principal Balance of the Class B-4 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 92.20% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $5,140,449.

“Class B-5 Certificate”: Any one of the Class B-5 Certificates executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-2 and evidencing (i) a Regular Interest in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive Net WAC Rate Carry Forward Amounts and (iii) the obligation to pay the Class IO Distribution Amount.

“Class B-5 Principal Distribution Amount”: With respect to any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class B-5 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the 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 B-1 Certificates (after taking into account the payment of the Class B-1 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class B-2 Certificates (after taking into account the payment of the Class B-2 Principal Distribution Amount on such Distribution Date), (x) the Certificate Principal Balance of the Class B-3 Certificates (after taking into account the payment of the Class B-3 Principal

Distribution Amount on such Distribution Date), (xi) the Certificate Principal Balance of the Class B-4 Certificates (after taking into account the payment of the Class B-4 Principal Distribution Amount on such Distribution Date) and (xii) the Certificate Principal Balance of the Class B-5 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 94.20% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $5,140,449.

“Class C Certificate”: Any one of the Class C Certificates executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-3 and evidencing (i) a Regular Interest in REMIC IV for purposes of the REMIC Provisions, (ii) the obligation to pay Net WAC Rate Carry Forward Amounts and Swap Termination Payments, (iii) the right to receive the Class IO Distribution Amount and (iv) the right to receive the Excess REMIC Termination Payment.

“Class C Interest”: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class C Certificates, evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

“Class IO Distribution Amount”: As defined in Section 4.07(f). For purposes of clarity, the Class IO Distribution Amount for any Distribution Date shall equal the amount payable to the Supplemental Interest Trust on such Distribution Date in excess of the amount payable on the Class IO Interest on such Distribution Date, all as further provided in Section 4.07(f).

“Class M-1 Certificate”: Any one of the Class M-1 Certificates executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-2 and evidencing (i) a Regular Interest in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive Net WAC Rate Carry Forward Amounts and (iii) the obligation to pay the Class IO Distribution Amount.

“Class M-1 Principal Distribution Amount”: With respect to any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-1 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date) and (ii) the Certificate Principal Balance of the Class M-1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 61.10% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment

Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $5,140,449.

“Class M-2 Certificate”: Any one of the Class M-2 Certificates executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-2 and evidencing (i) a Regular Interest in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive Net WAC Rate Carry Forward Amounts and (iii) the obligation to pay the Class IO Distribution Amount.

“Class M-2 Principal Distribution Amount”: With respect to any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the 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) 68.00% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $5,140,449.

“Class M-3 Certificate”: Any one of the Class M-3 Certificates executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-2 and evidencing (i) a Regular Interest in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive Net WAC Rate Carry Forward Amounts and (iii) the obligation to pay the Class IO Distribution Amount.

“Class M-3 Principal Distribution Amount”: With respect to any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the 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) 72.70% and (ii) the aggregate Stated Principal Balance of

the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $5,140,449.

“Class M-4 Certificate”: Any one of the Class M-4 Certificates executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-2 and evidencing (i) a Regular Interest in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive Net WAC Rate Carry Forward Amounts and (iii) the obligation to pay the Class IO Distribution Amount.

“Class M-4 Principal Distribution Amount”: With respect to any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the 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) 76.10% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $5,140,449.

“Class M-5 Certificate”: Any one of the Class M-5 Certificates executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-2 and evidencing (i) a Regular Interest in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive Net WAC Rate Carry Forward Amounts and (iii) the obligation to pay the Class IO Distribution Amount.

“Class M-5 Principal Distribution Amount”: With respect to any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account

the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the 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) 79.60% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $5,140,449.

“Class M-6 Certificate”: Any one of the Class M-6 Certificates executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-2 and evidencing (i) a Regular Interest in REMIC III for purposes of the REMIC Provisions, (ii) the right to receive Net WAC Rate Carry Forward Amounts and (iii) the obligation to pay the Class IO Distribution Amount.

“Class M-6 Principal Distribution Amount”: With respect to any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, an amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the 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) 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) 82.60% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate

Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $5,140,449.

“Class P Certificate”: Any one of the Class P Certificates executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-4, representing the right to distributions as set forth herein and therein and evidencing (i) a Regular Interest in REMIC V for purposes of the REMIC Provisions and (ii) the right to receive Servicer Prepayment Charge Payment Amounts.

“Class P Interest”: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class P Certificates, evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

“Class R Certificate”: Any one of the Class R Certificates executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-5 and evidencing (i) the ownership of the Class R-I Interest, the Class R-II Interest and the Class R-III Interest and (ii) the obligation to assign and transfer the Excess REMIC Termination Payment (or portion thereof attributable to the Class R-I Interest, R-II Interest, or R-III Interest) to the Holder of the Class C Certificates.

“Class R-I Interest”: The uncertificated Residual Interest in REMIC I.

“Class R-II Interest”: The uncertificated Residual Interest in REMIC II.

“Class R-III Interest”: The uncertificated Residual Interest in REMIC III.

“Class R-IV Interest”: The uncertificated Residual Interest in REMIC IV.

“Class R-V Interest”: The uncertificated Residual Interest in REMIC V.

“Class R-VI Interest”: The uncertificated Residual Interest in REMIC VI.

“Class R-X Certificate”: Any one of the Class R-X Certificates executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-6 and evidencing (i) the ownership of the Class R-IV Interest, the Class R-V Interest and the Class R-VI Interest and (ii) the obligation to assign and transfer the Excess REMIC Termination Payment (or portion thereof attributable to the Class R-IV Interest, R-V Interest, or Class R-VI Interest) to the Holder of the Class C Certificates.

“Class IO Interest”: An uncertificated interest in the Trust Fund evidencing a Regular Interest in REMIC III.

“Closing Date”: September 28, 2005.

“Code”: The Internal Revenue Code of 1986, as amended, or any successor law.

“Collection Account”: The account or accounts created and maintained by the Servicer pursuant to Section 3.04(a), which shall be entitled Xxxxxx Loan Servicing LP, as Servicer for The Bank of New York, as Trustee, in trust for the registered holders of GE-WMC Mortgage Securities, L.L.C., Asset-Backed Pass-Through Certificates, Series 2005-1.” The Collection Account must be an Eligible Account.

“Combined Loan-to-Value Ratio”: As of any date of determination, and with respect to second lien Mortgage Loans, the fraction, expressed as a percentage, the numerator of which is (i) the sum of (a) the outstanding principal balance of the related first-lien mortgage loan plus (b) the Stated Principal Balance of the related second-lien Mortgage Loan and the denominator of which is (ii) the Value of the related Mortgaged Property.

“Commission”: The Securities and Exchange Commission.

“Compensating Interest”: As defined in Section 4.03(e) hereof.

“Convertible Mortgage Loan”: A Mortgage Loan that by its terms and subject to certain conditions contained in the related Mortgage or Mortgage Note allows the Mortgagor to convert the adjustable Mortgage Rate on such Mortgage Loan to a fixed Mortgage Rate.

“Corporate Trust Office”: The corporate trust office of the Trustee and the Supplemental Interest Trustee at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which office, at the date of the execution of this Agreement is located at 000 Xxxxxxx Xxxxxx, 0-Xxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Structured Finance Services- MBS/GE-WMC Mortgage Securities, LLC.

“Corresponding Certificate”: With respect to each REMIC II Regular Interest (other than REMIC II Regular Interests AA, ZZ, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX, IO and P), the Certificate with the corresponding designation. With respect to each REMIC III Regular Interest (other than the Class C Interest, the Class P Interest and the Class IO Interest), the related Certificate representing an ownership therein.

“Credit Enhancement Percentage”: For any Distribution Date and a Class of Certificates, the percentage equivalent of a fraction, calculated after taking into account distribution of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount to the Certificates then entitled to distributions of principal on such Distribution Date, the numerator of which is the sum of the aggregate Certificate Principal Balance of the Subordinate Certificates with a lower payment priority, the Class P Certificates and the Class C Certificates, and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period).

“Cumulative Loss Percentage”: With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the aggregate amount of Realized Losses incurred from the Cut-off Date to the last day of the related Due Period (reduced by the aggregate amount of Subsequent Recoveries received from the Cut-off Date through the last day

of the related Due Period) and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

“Custodian”: The Trustee or if the Trustee is not the Custodian, the custodian pursuant to the Custodial Agreement.

“Custodial Agreement”: The custodial agreement dated as of the Cut-off Date, among the Servicer, the Trustee and the Custodian providing for the safekeeping of the Mortgage Files on behalf of the Trust Fund in accordance with this Agreement.

“Custodial Fee”: The amount payable to the Custodian on each Distribution Date by the Trustee pursuant to Section 8.05 as compensation for all services rendered by it under the Custodial Agreement and the fee schedule included therein.

“Custodial Fee Rate”: With respect to any Distribution Date, the Custodial Fee paid to the Custodian on such Distribution Date expressed as a per annum percentage of the aggregate Stated Principal Balance of the Mortgage Loans.

“Cut-off Date”: With respect to any Mortgage Loan, the close of business on September 1, 2005. With respect to all Qualified Substitute Mortgage Loans, their respective dates of substitution. References herein to the “Cut-off Date,” when used with respect to more than one Mortgage Loan, shall be to the respective Cut-off Dates for such Mortgage Loans.

“Debt Service Reduction”: With respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of competent jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction resulting from a Deficient Valuation.

“Deficient Valuation”: With respect to any Mortgage Loan, a valuation of the related Mortgaged Property by a court of competent jurisdiction in an amount less than the then outstanding Stated Principal Balance of the Mortgage Loan, which valuation results from a proceeding initiated under the Bankruptcy Code.

“Definitive Certificates”: As defined in Section 5.01(b).

“Deleted Mortgage Loan”: A Mortgage Loan replaced or to be replaced by a Qualified Substitute Mortgage Loan.

“Delinquent”: A Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant to the terms of such Mortgage Loan by the close of business on the related Due Date. A Mortgage Loan is “30 days delinquent” if such payment has not been received by the close of business on the corresponding day of the month immediately succeeding the month in which such payment was due, or, if there is no such corresponding day (e.g., as when a 30-day month follows a 31-day month in which a payment was due on the 31st day of such month) then on the last day of such immediately succeeding month. Similarly for “60-days delinquent,” “90-days delinquent” and so on.

“Delinquency Percentage”: With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the rolling three month average of the Stated Principal Balance of all Mortgage Loans that are 60 or more days Delinquent, are in foreclosure, have been converted to REO Properties or have been discharged by reason of bankruptcy, and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties as of the last day of the previous calendar month; provided, however, that any Mortgage Loan purchased by the Servicer or the NIMS Insurer pursuant to Section 3.16 shall not be included in either the numerator or the denominator for purposes of calculating the Delinquency Percentage.

“Depositor”: GE-WMC Mortgage Securities, L.L.C., a Delaware limited liability company, or its successor in interest.

“Depository”: The Depository Trust Company, or any successor Depository hereafter named. The nominee of the initial Depository, for purposes of registering those Certificates that are to be Book-Entry Certificates, is Cede & Co. 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 and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended.

“Depository Institution”: Any depository institution or trust company, including the Trustee, that (a) is incorporated under the laws of the United States of America or any State thereof, (b) is subject to supervision and examination by federal or state banking authorities and (c) has outstanding unsecured commercial paper or other short-term unsecured debt obligations that are rated “P-1” by Xxxxx’x, “F-1” by Fitch, “A-1” by S&P and “R-1 (highest)” by DBRS, if rated by DBRS (or comparable ratings if Moody’s, Fitch, S&P and DBRS are not the Rating Agencies).

“Depository Participant”: A broker, dealer, bank or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository.

“Determination Date”: With respect to each Distribution Date, the fifteenth day of the calendar month in which such Distribution Date occurs or, if such fifteenth day is not a Business Day, the Business Day immediately preceding such fifteenth 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 REMIC I other than through an Independent Contractor; provided, however, that the Trustee (or the Servicer on behalf of the Trustee) shall not be considered to Directly Operate an REO Property solely because the Trustee (or the Servicer on behalf of the Trustee) establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to such REO Property.

“Disqualified Organization”: Any of the following: (i) the United States, any State or political subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for Xxxxxxx Mac, a majority of its board of directors is not selected by such governmental unit), (ii) any foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (iii) any organization (other than certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership” and (vi) any other Person so designated by the Trustee based upon an Opinion of Counsel that the holding of an Ownership Interest in a Residual Certificate by such Person may cause any Trust REMIC or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership Interest in a Residual Certificate to such Person. The terms “United States,” “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.

“Distribution Account”: The trust account or accounts created and maintained by the Trustee pursuant to Section 3.04(e), which shall be entitled “The Bank of New York, as Trustee, in trust for the registered Holders of GE-WMC Mortgage Securities, L.L.C., Asset-Backed Pass-Through Certificates, Series 2005-1.” The Distribution Account must be an Eligible Account.

“Distribution Date”: The 25^th day of any month, or if such 25^th day is not a Business Day, the next succeeding Business Day, commencing on October 25, 2005.

“Due Date”: With respect to each Distribution Date, the first day of the calendar month in which such Distribution Date occurs, which is the day of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any days of grace.

“Due Period”: With respect to any Distribution Date, the period from and including the second day of the month immediately preceding the month in which such Distribution Date occurs to and including the related Due Date.

“Eligible Account”: Any of (i) an account or accounts maintained with a Depository Institution or trust company, the short-term unsecured debt obligations of which are rated “P-1” by Xxxxx’x, “F-1” by Fitch and “A-1+” by S&P (or comparable ratings if Xxxxx’x, Fitch and S&P are not the Rating Agencies) at the time any amounts are held on deposit therein, (ii) an account or accounts the deposits in which are fully insured by the FDIC or (iii) a trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust company acting in its fiduciary capacity. Eligible Accounts may bear interest.

“ERISA”: The Employee Retirement Income Security Act of 1974, as amended.

“Escrow Account”: The account or accounts created and maintained pursuant to Section 3.04(c).

“Escrow Payments”: The amounts constituting taxes, and/or fire and hazard insurance premiums escrowed by the Mortgagor with the mortgagee pursuant to a voluntary escrow agreement related to any Mortgage Loan.

“Estate in Real Property”: A fee simple estate or leasehold estate in a parcel of land.

“Excess REMIC Termination Payment”: As defined in Section 9.01(b).

“Excess Non-REMIC Termination Payment”: As defined in Section 9.01(a).

“Expense Adjusted Net Maximum Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property), as of any date of determination, a per annum rate of interest equal to the applicable Maximum Mortgage Rate (or the Mortgage Rate for such Mortgage Loan in the case of any Fixed-Rate Mortgage Loan) as of the first day of the month preceding the month in which the Distribution Date occurs minus the sum of (i) the Servicing Fee Rate, (ii) the Trustee Fee Rate and (iii) the Custodial Fee Rate.

“Expense Adjusted Net Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property), as of any date of determination, a per annum rate of interest equal to the applicable Mortgage Rate thereon as of the first day of the month preceding the month in which the Distribution Date occurs minus the sum of (i) the Servicing Fee Rate, (ii) the Trustee Fee Rate and (iii) the Custodial Fee Rate.

“Extraordinary Trust Fund Expense”: Any amounts reimbursable to the Trustee or any director, officer, employee or agent of the Trustee, from the Trust Fund pursuant to Section 8.05, any amounts payable from the Distribution Account in respect of taxes pursuant to Section 10.01(g)(iii) and any amounts payable by the Trustee for the recording of the

Assignments pursuant to Section 2.01.

“Xxxxxx Mae” or “FNMA”: Xxxxxx Xxx, formally known as the Federal National Mortgage Association, or any successor thereto.

“FDIC”: Federal Deposit Insurance Corporation or any successor thereto.

“FICO”: Fair Xxxxx & Co., or any successor thereto.

“Final Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by the Originator, the Seller, the Depositor, the Servicer or the NIMS Insurer pursuant to or as contemplated by Section 2.03, Section 3.16 or Section 9.01), a determination made by the Servicer that all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which the Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have

been so recovered. The Servicer shall maintain records, prepared by a Servicing Officer, of each Final Recovery Determination made thereby.

“Fitch”: Fitch Ratings or any successor thereto.

“Fixed-Rate Mortgage Loan”: Each of the Mortgage Loans identified on the Mortgage Loan Schedule as having a fixed Mortgage Rate.

“Fixed Swap Payment”: With respect to any Distribution Date, a fixed amount equal to the product of (i) 4.34875% per annum, (ii) the lesser of (a) the scheduled notional amount as set forth in the Interest Rate Swap Agreement and (b) the aggregate Certificate Principal Balance of the Class A Certificates and the Subordinate Certificates on the immediately preceding Distribution Date (or with respect to the initial Distribution Date, on the Closing Date) and (iii) “30/360” (as defined in the Interest Rate Swap Agreement).

“Floating Swap Payment”: With respect to any Distribution Date, a floating amount equal to the product of (i) Swap LIBOR for such Distribution Date, (ii) the lesser of (a) the scheduled notional amount as set forth in the Interest Rate Swap Agreement and (a) the aggregate Certificate Principal Balance of the Class A Certificates and the Subordinate Certificates on the immediately preceding Distribution Date (or with respect to the initial Distribution Date, on the Closing Date) and (iii) “Actual/360” (as defined in the Interest Rate Swap Agreement).

“Flood Zone Service Contract”: A transferable contract maintained for a Mortgaged Property with a nationally recognized flood zone service provider for the purpose of obtaining the current flood zone status relating to such Mortgaged Property.

“Formula Rate”: For any Distribution Date and each Class of Adjustable-Rate Certificates, the lesser of (i) One-Month LIBOR plus the related Certificate Margin and (ii) the related Maximum Cap Rate.

“Xxxxxxx Mac”: Xxxxxxx Mac, formally known as the Federal Home Loan Mortgage Corporation, or any successor thereto.

“Gross Margin”: With respect to each Adjustable-Rate Mortgage Loan, the fixed percentage set forth in the related Mortgage Note that is added to the Index on each Adjustment Date in accordance with the terms of the related Mortgage Note to determine the Mortgage Rate for such Adjustable-Rate Mortgage Loan.

“Group I Allocation Percentage”: With respect to the Group I Certificates and any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (x) the Group I Principal Remittance Amount for such Distribution Date and the denominator of which is (y) the Principal Remittance Amount for such Distribution Date.

“Group I Cash Deposit”: An amount equal to $312.32.

“Group I Certificates”: The Class A-1 Certificates.

“Group I Class A Principal Distribution Amount”: With respect to any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, an amount, not less than zero, equal to the lesser of (x) the aggregate Certificate Principal Balance of the Group I Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 53.50% and (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $1,500,751.

“Group I Interest Remittance Amount”: With respect to any Distribution Date, that portion of the Available Distribution Amount for such Distribution Date that represents interest received or advanced on the Group I Mortgage Loans minus the product of (x) a percentage, the numerator of which is the aggregate Scheduled Principal Balance of the Group I Mortgage Loans as of the first day of the calendar month preceding the calendar month in which such Distribution Date occurs and the denominator of which is the aggregate Scheduled Principal Balance of all of the Mortgage Loans as of the first day of the calendar month preceding the calendar month in which such Distribution Date occurs, and (y) the sum of any Net Swap Payment owed to the Swap Provider on that Distribution Date and any Swap Termination Payment or unpaid portion thereof owed to the Swap Provider on that Distribution Date (other than a Swap Termination Payment resulting from a Swap Provider Trigger Event).

“Group I Mortgage Loan”: A Mortgage Loan assigned to Loan Group I. All Group I Mortgage Loans have a principal balance at origination that conforms to Xxxxxx Xxx loan limits.

“Group I Principal Distribution Amount”: With respect to any Distribution Date, the sum of:(i) the Group I Principal Remittance Amount for such Distribution Date, and (ii) the Group I Allocation Percentage of the amount of any Overcollateralization Increase Amount for such Distribution Date minus (iii) the Group I Allocation Percentage of the amount of any Overcollateralization Reduction Amount for such Distribution Date. In no event shall the Group I Principal Distribution Amount with respect to any Distribution Date be (x) less than zero or (y) greater than the then-outstanding aggregate Certificate Principal Balance of the Class A and Subordinate Certificates.

“Group I Principal Remittance Amount”: With respect to any Distribution Date, the sum of: (i) the principal portion of each Monthly Payment on the Group I Mortgage Loans due during the related Due Period, to the extent received on or prior to the related Determination Date or advanced prior to such Distribution Date; (ii) the Stated Principal Balance of any Group I Mortgage Loan that was purchased during the related Prepayment Period pursuant to or as contemplated by Section 2.03, Section 3.16 or Section 9.01 and the amount of any shortfall deposited in the Collection Account in connection with the substitution of a Deleted Mortgage Loan in Loan Group I pursuant to Section 2.03 during the related Prepayment Period; (iii) the principal portion of all other unscheduled collections (including, without limitation, Principal

Prepayments, Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Principal Amortization) received during the related Prepayment Period on the Group I Mortgage Loans, net of any portion thereof that represents a recovery of principal for which a P&I Advance was made by the Servicer pursuant to Section 4.03 in respect of a preceding Distribution Date; minus the product of (a) Group I Allocation Percentage and (b) the excess, if any, of (i) the sum of any Net Swap Payment and any Swap Termination Payment or unpaid portion thereof deposited in the Supplemental Interest Trust for payment to the Swap Provider on such Distribution Date (other than a Swap Termination Payment resulting from a Swap Provider Trigger Event) over (ii) the Interest Remittance Amount for such Distribution Date.

“Group II Allocation Percentage”: With respect to the Group II Certificates and any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (x) the Group II Principal Remittance Amount for such Distribution Date and the denominator of which is (y) the Principal Remittance Amount for such Distribution Date.

“Group II Cash Deposit”: An amount equal to $2,421.50.

“Group II Certificates”: The Class A-2a Certificates, Class A-2b Certificates and the Class A-2c Certificates.

“Group II Class A Principal Distribution Amount”: With respect to any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, an amount, not less than zero, equal to the excess of (x) the aggregate Certificate Principal Balance of the Group II Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 53.50% and (ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus $3,639,698.

“Group II Interest Remittance Amount”: With respect to any Distribution Date, that portion of the Available Distribution Amount for such Distribution Date that represents interest received or advanced on the Group II Mortgage Loans minus the product of (x) a percentage, the numerator of which is the aggregate Scheduled Principal Balance of the Group II Mortgage Loans as of the first day of the calendar month preceding the calendar month in which such Distribution Date occurs and the denominator of which is the aggregate Scheduled Principal Balance of all of the Mortgage Loans as of the first day of the calendar month preceding the calendar month in which such Distribution Date occurs, and (y) the sum of any Net Swap Payment owed to the Swap Provider on that Distribution Date and any Swap Termination Payment or unpaid portion thereof owed to the Swap Provider on that Distribution Date (other than a Swap Termination Payment resulting from a Swap Provider Trigger Event).

“Group II Mortgage Loan”: A Mortgage Loan assigned to Loan Group II. All Group II Mortgage Loans have a principal balance at origination that may or may not conform to Xxxxxx Mae or Xxxxxxx Mac loan limits.

“Group II Principal Distribution Amount”: With respect to any Distribution Date, the sum of: (i) the Group II Principal Remittance Amount for such Distribution Date, and (ii) the Group II Allocation Percentage of the amount of any Overcollateralization Increase Amount for such Distribution Date minus (iii) the Group II Allocation Percentage of the amount of any Overcollateralization Reduction Amount for such Distribution Date. In no event will the Group II Principal Distribution Amount with respect to any Distribution Date be (x) less than zero or (y) greater than the then outstanding aggregate Certificate Principal Balance of the Class A and Subordinate Certificates.

“Group II Principal Remittance Amount”: With respect to any Distribution Date, the sum of: (i) the principal portion of each Monthly Payment on the Group II Mortgage Loans due during the related Due Period, to the extent received on or prior to the related Determination Date or advanced prior to such Distribution Date; (ii) the Stated Principal Balance of any Group II Mortgage Loan that was purchased during the related Prepayment Period pursuant to or as contemplated by Section 2.03, Section 3.16 or Section 9.01 and the amount of any shortfall deposited in the Collection Account in connection with the substitution of a Deleted Mortgage Loan in Loan Group II pursuant to Section 2.03 during the related Prepayment Period; (iii) the principal portion of all other unscheduled collections (including, without limitation, Principal Prepayments, Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Principal Amortization) received during the related Prepayment Period on the Group II Mortgage Loans, net of any portion thereof that represents a recovery of principal for which a P&I Advance was made by the Servicer pursuant to Section 4.03 in respect of a preceding Distribution Date; minus the product of (a) Group II Allocation Percentage and (b) the excess, if any, of (i) the sum of any Net Swap Payment and any Swap Termination Payment or unpaid portion thereof deposited in the Supplemental Interest Trust for payment to the Swap Provider on such Distribution Date (other than a Swap Termination Payment resulting from a Swap Provider Trigger Event) over (ii) the Interest Remittance Amount for such Distribution Date.

“Highest Priority” As of any date of determination, the Class of Subordinate Certificates then outstanding with a Certificate Principal Balance greater than zero, with the highest priority for payments pursuant to Section 4.01, in the following order of decreasing priority: the Class M-1 Certificates, the Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates, the Class M-6 Certificates, the Class B-1 Certificates, the Class B-2 Certificates, the Class B-3 Certificates, the Class B-4 Certificates and the Class B-5 Certificates.

“Indenture”: An indenture relating to the issuance of notes secured by all or a portion of the Class C Certificates, the Class P Certificates and/or the Residual 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 (a) is in fact independent of the Depositor, the Servicer, the Seller, the Originator and their respective Affiliates, (b) does not have any direct financial interest in or any material indirect

financial interest in the Depositor, the Seller, the Originator, the Servicer or any Affiliate thereof and (c) is not connected with the Depositor, the Seller, the Originator, 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, the Seller, the Originator, 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 REMIC I within the meaning of Section 856(d)(3) of the Code if such REMIC were a real estate investment trust (except that the ownership tests set forth in that section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates), so long as such REMIC does not receive or derive any income from such Person and provided that the relationship between such Person and such REMIC is at arm’s length, all within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other Person (including the Servicer) if the Trustee has received an Opinion of Counsel to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor shall not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code), or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.

“Index”: With respect to each Adjustable-Rate Mortgage Loan and each related Adjustment Date, the average of the interbank offered rates for six-month United States dollar deposits in the London market as published in The Wall Street Journal and as most recently available as of the first business day 45 days or more prior to such Adjustment Date, as specified in the related Mortgage Note.

“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 Adjustable-Rate Certificates, the period from and including the Distribution Date in the month immediately preceding the month in which such Distribution Date occurs (or, in the case of the first Distribution Date, from and including the Closing Date) to and including the day preceding such Distribution Date. All distributions of interest on the Adjustable-Rate Certificates will be based on a 360-day year and the actual number of days in the applicable Interest Accrual Period. With respect to any Distribution Date and Class C Interest, the Class C Certificates and the REMIC II Regular Interests, the one-month period ending on the last day of the calendar month preceding the month in which such Distribution Date occurs.

“Interest Carry Forward Amount”: With respect to any Distribution Date and the Class A Certificates or any Class of Subordinate Certificates, the sum of (i) the amount, if any, by which (a) the Interest Distribution Amount for such Class of Certificates as of the immediately preceding Distribution Date exceeded (b) the actual amount distributed on such Class of Certificates in respect of the related Interest Distribution Amount on such immediately preceding Distribution Date and (ii) the amount of any Interest Carry Forward Amount for such Class of Certificates remaining undistributed from the previous Distribution Date, plus accrued interest thereon calculated at the related Pass-Through Rate for the most recently ended Interest Accrual Period.

“Interest Determination Date”: With respect to the Adjustable-Rate Certificates, and solely for purposes of calculating the Marker Rate, REMIC II Regular Interest A-1, REMIC II Regular Interest A-2a, REMIC II Regular Interest A-2b, REMIC II Regular Interest A-2c, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest B-1, REMIC II Regular Interest B-2, REMIC II Regular Interest B-3, REMIC II Regular Interest B-4 and REMIC II Regular Interest B-5 and any Interest Accrual Period therefor, the second LIBOR Business Day preceding the commencement of such Interest Accrual Period.

“Interest Distribution Amount”: With respect to any Distribution Date and each of the Class A Certificates, any Class of Subordinate Certificates, the Class C Interest or the Class C Certificates, the aggregate Accrued Certificate Interest of such class for such Distribution Date.

“Interest Rate Swap Agreement”: The 1992 ISDA Master Agreement (Multicurrency-Cross Border) dated as of September 28, 2005 (together with the schedule thereto, the “Master Agreement”) between the Swap Provider and the Supplemental Interest Trustee, and a confirmation of the same date, which supplements and shall be deemed to form a part of the Master Agreement.

“Interest Remittance Amount”: With respect to any Distribution Date, that portion of the Available Distribution Amount for such Distribution Date that represents interest received or advanced on the Mortgage Loans. The Interest Remittance Amount shall be adjusted as described in the first sentence of Section 4.07(b).

“Investment Account”: As defined in Section 3.06.

“Late Collections”: With respect to any Mortgage Loan for which a P&I Advance or Servicing Advance was made, all amounts received subsequent to the date on which such P&I Advance or Servicing Advance was made, whether as late payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries 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 that were Delinquent the date on which such P&I Advance or Servicing Advance was made, and not previously recovered.

“LIBOR Business Day”: Any day on which banks in the City of London and City of New York are open and conducting transactions in United States dollars.

“Liquidation Event”: With respect to any Mortgage Loan, any of the following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made as to such Mortgage Loan; or (iii) such Mortgage Loan is removed from REMIC I by reason of its being purchased, sold or replaced pursuant to or as contemplated by Section 2.03, Section 3.16 or Section 9.01. With respect to any REO Property, either of the following events: (i) a Final Recovery Determination is made as to such REO Property; or (ii) such REO Property is removed from REMIC I by reason of its being purchased pursuant to Section 9.01.

“Liquidation Proceeds”: The amount (other than Insurance Proceeds or amounts received in respect of the rental of any REO Property prior to REO Disposition) received by the Servicer in connection with (i) the taking of all or a part of a Mortgaged Property by exercise of the power of eminent domain or condemnation, (ii) the liquidation of a defaulted Mortgage Loan through a trustee’s sale, foreclosure sale or otherwise or (iii) the repurchase, substitution or sale of a Mortgage Loan or an REO Property pursuant to or as contemplated by Section 2.03, Section 3.13, Section 3.16 or Section 9.01.

“Loan-to-Value Ratio”: As of any date of determination and with respect to first lien Mortgage Loans, the fraction, expressed as a percentage, the numerator of which is the Stated Principal Balance of the related Mortgage Loan at such date and the denominator of which is the Value of the related Mortgaged Property.

“Loan Group”: Loan Group I or Loan Group II, as the context requires.

“Loan Group I”: The group of Mortgage Loans identified in the Mortgage Loan Schedule as having been assigned to Loan Group I.

“Loan Group II”: The Group of Mortgage Loans identified in the Mortgage Loan Schedule as having been assigned to Loan Group II.

“Lost Note Affidavit”: With respect to any Mortgage Loan as to which the original Mortgage Note has been permanently lost, misplaced or destroyed and has not been replaced, an affidavit from the Originator certifying that the original Mortgage Note has been lost, misplaced or destroyed (together with a copy of the related Mortgage Note) and indemnifying the Trust Fund against any loss, cost or liability resulting from the failure to deliver the original Mortgage Note, substantially in the form of Exhibit B hereto.

“Marker Rate”: With respect to the Class C Interest and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the REMIC II Remittance Rates for the REMIC II Regular Interests (other than REMIC II Regular Interests AA, P, IO, 1-Sub, 1-Grp, 2-Sub, 2-Grp, and XX), with the rate on each such REMIC II Regular Interest (other than REMIC II Regular Interest ZZ) subject to a cap equal to the lesser of (i) LIBOR plus the related Certificate Margin and (ii) the Net WAC Pass-Through Rate for the REMIC III Regular Interest the ownership of which is represented by the Corresponding Certificate for the purpose of this calculation for such Distribution Date, and with the rate on REMIC II Regular Interest ZZ

subject to a cap of zero for the purpose of this calculation; provided, however, that solely for this purpose, the related caps with respect to the REMIC II Regular Interests (other than REMIC II Regular Interests AA, ZZ, P, IO, 1-Sub, 1-Grp, 2-Sub, 2-Grp, and XX) shall be multiplied by a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the Interest Accrual Period.

“Maximum Cap Rate”: (i) For any Distribution Date and the Group I Certificates, a per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to (x) (i) the weighted average of the Expense Adjusted Net Maximum Mortgage Rates of the Group I Mortgage Loans, weighted on the basis of the outstanding Scheduled Principal Balances of the Group I Mortgage Loans as of the first day of the month preceding the month of such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) plus (ii) an amount, expressed as a per annum rate, equal to any Net Swap Payment made by the Swap Provider multiplied by 12 and divided by the outstanding principal balance of the Mortgage Loans, and minus (iii) an amount, expressed as a per annum rate, equal to the Swap Termination Payment or unpaid portion thereof, if any (other than a Swap Termination Payment resulting from a Swap Provider Trigger Event), payable by the Supplemental Interest Trust, multiplied by 12 and divided by the outstanding principal balance of the Mortgage Loans, multiplied by (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the Interest Accrual Period.

(ii) For any Distribution Date with respect to the Group II Certificates, a per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to (x) (i) the weighted average of the Expense Adjusted Net Maximum Mortgage Rates of the Group II Mortgage Loans, weighted on the basis of the outstanding Scheduled Principal Balances of the Group II Mortgage Loans as of the first day of the month preceding the month of such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) plus (ii) an amount, expressed as a per annum rate, equal to any Net Swap Payment made by the Swap Provider multiplied by 12 and divided by the outstanding principal balance of the Mortgage Loans, and minus (iii) an amount, expressed as a per annum rate, equal to the Swap Termination Payment or unpaid portion thereof, if any (other than a Swap Termination Payment resulting from a Swap Provider Trigger Event), payable by the Supplemental Interest Trust, multiplied by 12 and divided by the outstanding principal balance of the Mortgage Loans, multiplied by (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the Interest Accrual Period.

“Maximum Uncertificated Interest Deferral Amount”: With respect to any Distribution Date, the excess of (i) accrued interest at the REMIC II Remittance Rate applicable to REMIC II Regular Interest ZZ for such Distribution Date on a balance equal to the Uncertificated Balance of REMIC II Regular Interest ZZ minus the REMIC II Overcollateralization Amount, in each case for such Distribution Date, over (ii) Uncertificated Interest on REMIC II Regular Interest A-1, REMIC II Regular Interest A-2a, REMIC II Regular Interest A-2b, REMIC II Regular Interest A-2c, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest B-1, REMIC II Regular Interest B-2, REMIC II Regular Interest B-3, REMIC II Regular Interest B-4, REMIC II Regular Interest B-5 for such Distribution Date, with the rate on each such REMIC II Regular Interest subject to a cap equal to the lesser of (i) One-Month LIBOR plus the related Certificate Margin and (ii) the Net WAC Pass-Through Rate for the REMIC III Regular Interest the ownership of which is represented by the Corresponding Certificate for the purpose of this calculation for such Distribution Date; provided, however, that solely for this purpose, the related caps with respect to each such REMIC II Regular Interest (other than REMIC II Regular Interest ZZ) shall be multiplied by a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the Interest Accrual Period.

“Maximum Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the maximum Mortgage Rate thereunder.

“Minimum Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the minimum Mortgage Rate thereunder.

“MERS”: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

“MERS Mortgage Loan”: Any Mortgage Loan registered with MERS on the MERS® System.

“MERS® System”: The system of recording transfers of mortgages electronically maintained by MERS.

“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; (b) without giving effect to any extension granted or agreed to by the Servicer pursuant to Section 3.02; and (c) on the assumption that all other amounts, if any, due under such Mortgage Loan are paid when due.

“Moody’s”: Xxxxx’x Investors Service, Inc., or its successor in interest.

“Mortgage”: The mortgage, deed of trust or other instrument creating a first lien or second lien on a Mortgaged Property securing a Mortgage Note, including all riders thereto.

“Mortgage File”: The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this Agreement.

“Mortgage Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to Section 2.01 or Section 2.03(d) of this Agreement as held from time to time as a part of REMIC I, the Mortgage Loans so held being identified in the Mortgage Loan Schedule.

“Mortgage Loan Purchase Agreement”: The agreement between the Seller and the Depositor, regarding the transfer of the Mortgage Loans by the Seller to or at the direction of the Depositor, or the agreement between the Seller and the Originator, regarding the transfer of the Mortgage Loans by the Originator to or at the direction of the Seller, as applicable, each substantially in the form of Exhibit D annexed hereto.

“Mortgage Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC I on such date, separately identifying the Group I Mortgage Loans and the Group II Mortgage Loans, attached hereto as Schedule 1. The Mortgage Loan Schedule shall set forth the following information with respect to each Mortgage Loan:

(1)	the Originator’s Mortgage Loan identifying number;
(2)	the MERS identification number;
(3)	the state and zip code of the Mortgaged Property;
(4)	a code indicating whether the Mortgaged Property is owner-occupied;
(5)	the type of Residential Dwelling constituting the Mortgaged Property;
(6)	the original months to maturity;
(7)	the Loan-to-Value Ratio or Combined Loan-to-Value Ratio at origination;
(8)	the Mortgage Rate in effect immediately following the Cut-off Date;

(9) the date on which the first Monthly Payment was due on the Mortgage Loan;

(10)	the stated maturity date;

(11) the amount of the Monthly Payment due on the first Due Date after the Cut-off Date;

(12) the last Due Date on which a Monthly Payment was actually applied to the unpaid Stated Principal Balance;

(13)	the original principal amount of the Mortgage Loan;

(14) the Scheduled Principal Balance of the Mortgage Loan as of the close of business on the Cut-off Date;

(15) a code indicating the purpose of the Mortgage Loan (i.e., purchase, refinance cashout, or refinance no cashout);

(16)	reserved;
(17)	the Value of the Mortgaged Property;
(18)	the purchase price of the Mortgaged Property, if applicable;
(19)	the FICO score of the primary Mortgagor;

(20) a code indicating whether a Prepayment Charge is applicable and if so, the term and the amount of such Prepayment Charge;

(21) a code indicating the type of Mortgage Loan (e.g., balloon loan, interest only loan);

(22) a code indicating the documentation program (i.e., Full Documentation, Limited Documentation or Stated Income);

(23)	the Mortgage Rate at origination; and
(24)	with respect to the Adjustable-Rate Mortgage Loans:
	(i)	the Gross Margin;
	(ii)	the Maximum Mortgage Rate;
	(iii)	the Minimum Mortgage Rate;
	(iv)	the Periodic Rate Cap;

(v) the maximum first Adjustment Date Mortgage Rate adjustment; and

(vi)	the first Adjustment Date immediately following the Cut-off Date.

The Mortgage Loan Schedule shall set forth the following information with respect to the Mortgage Loans by Loan Group and in the aggregate as of the Cut-off Date: (1) the number of Mortgage Loans; (2) the current aggregate Stated Principal Balance of the Mortgage Loans; (3) the weighted average Mortgage Rate of the Mortgage Loans; and (4) the weighted average remaining term to maturity of the Mortgage Loans. The Mortgage Loan

Schedule shall be amended from time to time by the Depositor in accordance with the provisions of this Agreement. With respect to any Qualified Substitute Mortgage Loan, the Cut-off Date shall refer to the related Cut-off Date for such Mortgage Loan, determined in accordance with the definition of Cut-off Date herein.

“Mortgage Note”: The original executed note or other evidence of the indebtedness of a Mortgagor under a Mortgage Loan, including any riders thereto.

“Mortgage Pool”: The pool of Mortgage Loans, identified on Schedule 1 from time to time, and any REO Properties acquired in respect thereof.

“Mortgage 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) with respect to each Fixed-Rate Mortgage Loan shall remain constant at the rate set forth in the Mortgage Loan Schedule as the Mortgage Rate in effect immediately following the Cut-off Date and (ii) with respect to the Adjustable-Rate Mortgage Loans, (A) as of any date of determination until the first Adjustment Date following the Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule as the Mortgage Rate in effect immediately following the Cut-off Date and (B) as of any date of determination thereafter shall be the rate as adjusted on the most recent Adjustment Date equal to the sum, rounded to the nearest 0.125% as provided in the Mortgage Note, of the Index, as most recently available as of a date prior to the Adjustment Date as set forth in the related Mortgage Note, plus the related Gross Margin; provided that the Mortgage Rate on such Adjustable-Rate Mortgage Loan on any Adjustment Date shall never be more than the lesser of (i) the sum of the Mortgage Rate in effect immediately prior to the Adjustment Date plus the related Periodic Rate Cap, if any, and (ii) the related Maximum Mortgage Rate, and shall never be less than the greater of (i) the Mortgage Rate in effect immediately prior to the Adjustment Date less the Periodic Rate Cap, if any, and (ii) the related Minimum Mortgage Rate. With respect to each Mortgage Loan that becomes an REO Property, as of any date of determination, the annual rate determined in accordance with the immediately preceding sentence as of the date such Mortgage Loan became an REO Property.

“Mortgaged Property”: The underlying property identified in the related Mortgage as securing a Mortgage Loan, including any REO Property, consisting of an Estate in Real Property improved by a Residential Dwelling (excluding for purposes of construing the representations or warranties made in the Mortgage Loan Purchase Agreement, any improvements thereupon not considered by the appraiser in determining the Value of such Mortgaged Property).

“Mortgagor”: The obligor(s) on a Mortgage Note.

“Net Monthly Excess Cashflow”: With respect to any Distribution Date, the sum of (i) the excess of (x) the Available Distribution Amount for such Distribution Date over (y) the sum for such Distribution Date of (A) the Class A Interest Distribution Amount, (B) the Interest Distribution Amounts distributable to the Subordinate Certificates and (C) the Principal Remittance Amount and (ii) any Overcollateralization Reduction Amount for such Distribution Date.

“Net Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property) as of any date of determination, a per annum rate of interest equal to the then applicable Mortgage Rate for such Mortgage Loan minus the Servicing Fee Rate.

“Net Swap Payment”: With respect to any Distribution Date and (i) in the case of payments made by the Supplemental Interest Trust, the excess, if any, of (w) the Fixed Swap Payment over (x) the Floating Swap Payment, and (ii) in the case of payments made by the Swap Provider, the excess, if any, of (y) the Floating Swap Payment over (z) the Fixed Swap Payment. In each case, the Net Swap Payment shall not be less than zero.

“Net WAC Pass-Through Rate”: (i) For any Distribution Date with respect to the Group I Certificates, a per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to (x) the weighted average of the Expense Adjusted Net Mortgage Rates of the Group I Mortgage Loans, weighted on the basis of the outstanding Scheduled Principal Balances of the Group I Mortgage Loans as of the first day of the month preceding the month of such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) (provided, that, for the first Distribution Date only, the Group I Mortgage Loans shall be deemed to include a mortgage loan with a Stated Principal Balance of $312.32 and an Expense Adjusted Net Mortgage Rate of 0.00%), minus the sum of (i) an amount, expressed as a per annum rate, equal to the Net Swap Payment, if any, owed by the Supplemental Interest Trust for such Distribution Date divided by the aggregate Stated Principal Balance of the Mortgage Loans (plus, for the first Distribution Date only, an amount equal to $312.32), multiplied by 12 and (ii) an amount, expressed as a per annum rate, equal to the Swap Termination Payment or unpaid portion thereof, if any, (other than a Swap Termination Payment resulting from a Swap Provider Trigger Event) due from the Trust for such Distribution Date, divided by the aggregate Stated Principal Balance of the Mortgage Loans (plus, for the first Distribution Date only, an amount equal to $312.32), multiplied by 12, multiplied by (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Interest Accrual Period. With respect to any Distribution Date and the REMIC III Regular Interests the ownership of which is represented by the Class A-1 Certificates, a per annum rate equal to the weighted average (adjusted for the actual number of days elapsed in the related Interest Accrual Period) of the REMIC II Remittance Rate on REMIC II Regular Interest 1-Grp, weighted on the basis of the Uncertificated Balance of such REMIC II Regular Interest immediately prior to such Distribution Date.

loan with a Stated Principal Balance of $2,421.50 and an Expense Adjusted Net Mortgage Rate of 0.00%), minus the sum of (i) an amount, expressed as a per annum rate, equal to the Net Swap Payment, if any, owed by the Supplemental Interest Trust for such Distribution Date divided by the aggregate Stated Principal Balance of the Mortgage Loans (plus, for the first Distribution Date only, an amount equal to $2,421.50), multiplied by 12 and (ii) an amount, expressed as a per annum rate, equal to the Swap Termination Payment or unpaid portion thereof, if any, (other than a Swap Termination Payment resulting from a Swap Provider Trigger Event) due from the Trust for such Distribution Date, divided by the aggregate Stated Principal Balance of the Mortgage Loans (plus, for the first Distribution Date only, an amount equal to $2,421.50), multiplied by 12, multiplied by (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Interest Accrual Period. With respect to any Distribution Date and the REMIC III Regular Interests the ownership of which is represented by the Class A-2a, Class A-2b and Class A2c Certificates, the weighted average (adjusted for the actual number of days elapsed in the related Interest Accrual Period) of the REMIC II Remittance Rate on REMIC II Regular Interest 2-Grp, weighted on the basis of the Uncertificated Balance of such REMIC II Regular Interest immediately prior to such Distribution Date.

(iii) For any Distribution Date with respect to the Subordinate Certificates, a per annum rate equal to the weighted average (weighted on the basis of the results of subtracting from the aggregate Scheduled Principal Balance of each Loan Group the current aggregate Certificate Principal Balance of the related Class A Certificates) of the Net WAC Pass-Through Rate for the Group I Certificates for that Distribution Date and the Net WAC Pass-Through Rate for the Group II Certificates for that Distribution Date. With respect to any Distribution Date and the REMIC III Regular Interests the ownership of which is represented by the Subordinate Certificates, a per annum rate equal to the weighted average (adjusted for the actual number of days elapsed in the related Interest Accrual Period) of the REMIC II Remittance Rates on (a) REMIC II Regular Interest 1-Sub, subject to a cap and a floor equal to the REMIC II Remittance Rate on REMIC II Regular Interest 1-Grp and (b) REMIC II Regular Interest 2-Sub, subject to a cap and a floor equal to the REMIC II Remittance Rate on REMIC II Regular Interest 2-Grp, in each case as determined for such Distribution Date, weighted on the basis of the Uncertificated Balances of each such REMIC II Regular Interest immediately prior to such Distribution Date.

“Net WAC Rate Carry Forward Amount”: With respect to the Class A Certificates and any Class of the Subordinate Certificates and any Distribution Date, the sum of (A) the excess, if any, of (i) the amount of interest such Certificates would have accrued for such Distribution Date had the applicable Pass-Through Rate been calculated at the related Formula Rate, over (ii) the amount of interest accrued on such Certificates at the related Net WAC Pass-Through Rate for such Distribution Date and (B) the related Net WAC Rate Carry Forward Amount for the previous Distribution Date not previously paid, together with interest thereon at a rate equal to the related Formula Rate applicable for such Class in each case for the Interest Accrual Period for the current Distribution Date.

“Net WAC Rate Carry Forward Reserve Account”: The Net WAC Rate Carry Forward Reserve Account established and maintained pursuant to Section 4.09.

“Net WAC Rate Carry Forward Reserve Account Deposit”: With respect to the Net WAC Rate Carry Forward Reserve Account, an amount equal to $5,000, which the Depositor shall deposit into the Net WAC Rate Carry Forward Reserve Account pursuant to Section 4.09 hereof.

“New Lease”: Any lease of REO Property entered into on behalf of REMIC I, including any lease renewed or extended on behalf of REMIC I, if REMIC I 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, among other things, all or a portion of the Class C Certificates, the Class P Certificates and/or the Residual Certificates.

“Nonrecoverable Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Property that, in the good faith business judgment of the Servicer, will not or, in the case of a proposed P&I Advance, would not be ultimately recoverable from related Late Collections, Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.

“Nonrecoverable Servicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Property that, in the good faith business judgment of the Servicer, will not or, in the case of a proposed Servicing Advance, would not be ultimately recoverable from related Late Collections, Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.

“Non-United States Person”: Any Person other than a United States Person.

“Officers’ Certificate”: With respect to the Depositor, a certificate signed by the President, Vice President or Secretary. With respect to the Servicer, any officer who is authorized to act for the Servicer in matters relating to this Agreement, and whose action is binding upon the Servicer, initially including those individuals whose names appear on the list of authorized officers delivered at the closing.

“One-Month LIBOR”: With respect to the Adjustable-Rate Certificates and, for purposes of the definitions of “Marker Rate” and “Maximum Uncertificated Interest Deferral Amount,” REMIC II Regular Interest A-1, REMIC II Regular Interest A-2a, REMIC II Regular Interest A-2b, REMIC II Regular Interest A-2c, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest B-1, REMIC II Regular Interest B-2, REMIC II Regular Interest B-3, REMIC II Regular Interest B-4, REMIC II Regular Interest B-5 and any Interest Accrual Period therefor, the rate determined by the Trustee on the related Interest Determination Date on the basis of the offered rate for one-month U.S. dollar deposits, as such rate appears on Telerate Page 3750 as of 11:00 a.m. (London time) on such Interest Determination Date; provided that if such rate does not appear on Telerate Page 3750, the rate for such date shall be determined on the basis of the offered rates of the Reference Banks for one-month U.S. dollar deposits, as of 11:00 a.m. (London time) on such Interest Determination Date. In such event, the Trustee shall request the principal London office

of each of the Reference Banks to provide a quotation of its rate. If on such Interest 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 1/16%). If on such Interest Determination Date, fewer than two Reference Banks provide such offered quotations, One-Month LIBOR for the related Interest Accrual Period shall be the higher of (i) LIBOR as determined on the previous Interest Determination Date and (ii) the Reserve Interest Rate. Notwithstanding the foregoing, if, under the priorities described above, LIBOR for an Interest Determination Date would be based on LIBOR for the previous Interest Determination Date for the third consecutive Interest Determination Date, the Trustee shall select, after consultation with the Depositor and the NIMS Insurer, an alternative comparable index (over which the Trustee has no control), used for determining one-month Eurodollar lending rates that is calculated and published (or otherwise made available) by an independent party.

“Opinion of Counsel”: A written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor or the Servicer acceptable to the Trustee if such opinion is delivered to the Trustee, and acceptable to the NIMS Insurer, if such opinion is delivered to the NIMS Insurer, except that any opinion of counsel relating to (a) the qualification of any Trust REMIC as a REMIC or (b) compliance with the REMIC Provisions must be an opinion of Independent outside counsel.

“Optional Termination Date”: The first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties remaining in the Trust Fund is reduced to an amount less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

“Originator”: WMC Mortgage Corp.

“Overcollateralization Amount”: With respect to any Distribution Date, the excess, if any, of (a) the aggregate Stated Principal Balances of the Mortgage Loans and REO Properties immediately following such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period), over (b) the sum of the aggregate Certificate Principal Balance of the Class A Certificates, the Subordinate Certificates and the Class P Certificates as of such Distribution Date (after giving effect to distributions to be made on such Distribution Date).

“Overcollateralization Increase Amount”: With respect to any Distribution Date, the lesser of (a) the excess, if any, of (i) the Overcollateralization Target Amount applicable to such Distribution Date over (ii) the Overcollateralization Test Amount applicable to such Distribution Date and (b) the Net Monthly Excess Cashflow for such Distribution Date.

“Overcollateralization Reduction Amount”: With respect to any Distribution Date, an amount equal to the lesser of (a) the excess, if any, of (i) the Overcollateralization Test Amount for such Distribution Date over (ii) the Overcollateralization Target Amount for such Distribution Date and (b) the Principal Remittance Amount.

“Overcollateralization Target Amount”: With respect to any Distribution Date (i) prior to the Stepdown Date, 2.90% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, (ii) on or after the Stepdown Date provided a Trigger Event is not in effect, the greater of (x) 5.80% of the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced and unscheduled collections of principal received during the related Prepayment Period) and (y) $5,140,449, or (iii) on or after the Stepdown Date and if a Trigger Event is in effect, the Overcollateralization Target Amount for the immediately preceding Distribution Date. Notwithstanding the foregoing, on and after any Distribution Date following the reduction of the aggregate Certificate Principal Balance of the Class A Certificates and the Subordinate Certificates to zero, the Overcollateralization Target Amount shall be zero.

“Overcollateralization Test Amount”: With respect to any Distribution Date, the excess, if any, of (a) the aggregate Stated Principal Balances of the Mortgage Loans and REO Properties immediately following such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period), over (b) the sum of the aggregate Certificate Principal Balance of the Class A Certificates, the Subordinate Certificates and the Class P Certificates immediately preceding such Distribution Date minus the Principal Remittance Amount for such Distribution Date.

“Ownership Interest”: As to any Certificate, any ownership or security interest in such Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.

“P&I Advance”: As to any Mortgage Loan or REO Property, any advance made by the Servicer or a successor Servicer in respect of any Distribution Date representing the aggregate of all payments of principal (other than Balloon Payments) and interest, net of the Servicing Fee, that were due during the related Due Period on the Mortgage Loans and that were delinquent on the related Determination Date, plus certain amounts representing assumed payments not covered by any current net income on the Mortgaged Properties acquired by foreclosure or deed in lieu of foreclosure as determined pursuant to Section 4.03.

“Pass-Through Rate”: With respect to any Class of Adjustable-Rate Certificates and any Distribution Date, the least of (x) One-Month LIBOR plus the related Certificate Margin for such Distribution Date, (y) the related Maximum Cap Rate for such Distribution Date and (z) the related Net WAC Pass-Through Rate for such Distribution Date.

With respect to the Class C Interest and any Distribution Date, a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is the sum of (i) 100% of the interest on REMIC II Regular Interest P and (ii) interest on each of the Uncertificated Balances of REMIC II Regular Interests AA, X-0, X-0x, X-0x, X-0x, X-0, X-0, M-3, X-0, X-0, X-0, X-0, X-0, X-0, X-0, B-5 and ZZ at a rate equal to the related REMIC II Remittance Rate minus the Marker Rate, and the denominator of which is (y) the aggregate Uncertificated Balance of REMIC II Regular Interests AA, X-0, X-0x, X-0x, X-0x, X-0, X-0, M-3, X-0, X-0, X-0, X-0, X-0, X-0, X-0, B-5 and ZZ.

With respect to the Class C Certificates, the Class C Certificates shall not have a Pass-Through Rate, but Accrued Certificate Interest for such Certificates and each Distribution Date shall be an amount equal to 100% of the amounts distributable to the Class C Interest for such Distribution Date.

With respect to the Class P Certificate and the Class P Interest, 0.00% per annum.

With respect to the Class IO Interest, the Class IO Interest shall not have a Pass-Through Rate, but Accrued Certificate Interest for such Regular Interest and each Distribution Date shall be an amount equal to 100% of the amounts distributable to REMIC II Regular Interest IO for such Distribution Date.

With respect to REMIC VI Regular Interest IO, REMIC VI Regular Interest IO shall not have a Pass-Through Rate, but Accrued Certificate Interest for such Regular Interest and each Distribution Date shall be an amount equal to 100% of the amounts distributable to the Class IO Interest for such Distribution Date.

“Percentage Interest”: With respect to any Class of Certificates (other than the Residual Certificates), the undivided percentage ownership in such Class evidenced by such Certificate, expressed as a percentage, the numerator of which is the initial Certificate Principal Balance or Notional Amount represented by such Certificate and the denominator of which is the aggregate initial Certificate Principal Balance or Notional Amount of all of the Certificates of such Class. The Class A Certificates and the Subordinate Certificates are issuable only in minimum Percentage Interests corresponding to minimum initial Certificate Principal Balances of $25,000 (provided, that such Certificates shall be purchased in minimum total investments of $100,000 per class) and integral multiples of $1.00 in excess thereof. The Class P Certificates are issuable only in minimum Percentage Interests corresponding to minimum initial Certificate Principal Balances of $20 and integral multiples thereof. The Class C Certificates are issuable only in minimum Percentage Interests corresponding to minimum initial Notional Amount of $10,000 and integral multiples of $1.00 in excess thereof; provided, however, that a single Certificate of such Class of Certificates may be issued having a Percentage Interest corresponding to the remainder of the aggregate initial Certificate Principal Balance or Notional Amount of such Class or to an otherwise authorized denomination for such Class plus such remainder. With respect to any Residual Certificate, the undivided percentage ownership in such Class evidenced by such Certificate, as set forth on the face of such Certificate. The Residual Certificates are issuable in Percentage Interests of 20% and multiples thereof.

“Periodic Rate Cap”: With respect to each Adjustable-Rate Mortgage Loan and any Adjustment Date therefor, the fixed percentage set forth in the related Mortgage Note, which is the maximum amount by which the Mortgage Rate for such Mortgage Loan may increase or decrease (without regard to the Maximum Mortgage Rate or the Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in effect immediately prior to such Adjustment Date.

“Permitted Investments”: Any one or more of the following obligations or securities acquired at a purchase price of not greater than par, regardless of whether issued by the Depositor, the Servicer, the Trustee, the NIMS Insurer or any of their respective Affiliates:

(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) demand and time deposits in, certificates of deposit of, or bankers’ acceptances (which shall each have an original maturity of not more than 90 days and, in the case of bankers’ acceptances, shall in no event have an original maturity of more than 365 days or a remaining maturity of more than 30 days) denominated in United States dollars and issued by, any Depository Institution;

(iii) repurchase obligations with respect to any security described in clause (i) above entered into with a Depository Institution (acting as principal);

(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 that rates such securities 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 that rates such securities in its highest short-term unsecured debt rating available at the time of such investment; and

(vi) units of money market funds, including money market funds managed or advised by the Trustee or an Affiliate thereof, that have been rated “Aaa” by Moody’s, “AAA” by Fitch and “AAAm” by S&P (if rated by the respective Rating Agency);

provided, however, that no instrument described hereunder shall evidence either the right to receive (a) only interest with respect to the obligations underlying such instrument or (b) both principal and interest payments derived from obligations underlying such instrument and the interest and principal payments with respect to such instrument provide a yield to maturity at par greater than 120% of the yield to maturity at par of the underlying obligations.

“Permitted Transferee”: Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.

“Person”: Any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Plan”: Any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code.

“Prepayment Charge”: With respect to any Prepayment Period, any prepayment premium, fee or charge payable by a Mortgagor in connection with any Principal Prepayment 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 Prepayment Charge Schedule (other than any Servicer Prepayment Charge Payment Amount).

“Prepayment Charge Schedule”: As of any date, the list of Prepayment Charges included in the Trust Fund on such date, attached hereto as Schedule 2 (including the prepayment charge summary attached thereto). The Prepayment Charge Schedule shall set forth the following information with respect to each Prepayment Charge:

(i)	the Mortgage Loan identifying number;
(ii)	a code indicating the type of Prepayment Charge;

(iii) the date on which the first Monthly Payment was due on the related Mortgage Loan;

(iv)	the term of the related Prepayment Charge;
(v)	the original Stated Principal Balance of the related Mortgage Loan; and

(vi) the Stated Principal Balance of the related Mortgage Loan as of the Cut-off Date.

The Prepayment Charge Schedule shall be amended from time to time by the Servicer in accordance with the provisions of this Agreement and a copy of the Prepayment Charge Schedule shall be forwarded to the Servicer on the Closing Date and such amended Prepayment Charge Schedule shall be furnished by the Servicer to the Trustee and the NIMS Insurer.

“Prepayment Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan that was the subject of a Principal Prepayment in full during the portion of the related Prepayment Period occurring between the first day of the calendar month in which such Distribution Date occurs and the Determination Date in the calendar month in which such Distribution Date occurs, an amount equal to interest (to the extent received) at the applicable Net Mortgage Rate on the amount of such Principal Prepayment for the number of days from and including the first day of the calendar month in which such Distribution Date occurs to and including the last date through which interest is collected from the related Mortgagor. To the extent not otherwise retained by the Servicer, the Servicer may withdraw such Prepayment Interest Excess from the Collection Account in accordance with Section 3.05(a)(iv).

“Prepayment Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan that was the subject of a Principal Prepayment in full during the portion of the related Prepayment Period occurring between the first day of the related Prepayment Period and the last day of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to interest at the applicable Net Mortgage Rate on the amount of such Principal

Prepayment for the number of days from and including the day after the last date on which interest is collected from the related Mortgagor to and including the last day of the calendar month preceding such Distribution Date. The obligations of the Servicer in respect of any Prepayment Interest Shortfall are set forth in Section 4.03(e).

“Prepayment Period”: With respect to any Distribution Date, the period from and including the Determination Date in the calendar month preceding the calendar month in which such Distribution Date occurs (or, in the case of the first Distribution Date, from and including September 1, 2005) to and including the day prior to the Determination Date in the calendar month in which such Distribution Date occurs.

“Principal Distribution Amount”: With respect to any Distribution Date, the lesser of (a) the excess of the Available Distribution Amount over the aggregate of the Interest Distribution Amounts payable to the Class A and Subordinate Certificates on such Distribution Date and (b) the sum of: (i) the Principal Remittance Amount for such Distribution Date, and (ii) the amount of any Overcollateralization Increase Amount for such Distribution Date; less (iii) the amount of any Overcollateralization Reduction Amount for such Distribution Date. In no event shall the Principal Distribution Amount with respect to any Distribution Date be (x) less than zero or (y) greater than the then outstanding aggregate Certificate Principal Balance of the Class A and Subordinate Certificates.

“Principal Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due Date and which is not accompanied by an amount of interest representing the full amount of scheduled interest due on any Due Date in any month or months subsequent to the month of prepayment.

“Principal Remittance Amount”: With respect to any Distribution Date, the sum of: (i) the Group I Principal Remittance Amount and (ii) the Group II Principal Remittance Amount.

“Prospectus Supplement”: The Prospectus Supplement, dated September 26, 2005, relating to the public offering of the Class A Certificates and Subordinate Certificates.

“PTCE”: A Prohibited Transaction Class Exemption.

“Purchase Price”: With respect to any Mortgage Loan or REO Property to be purchased pursuant to or as contemplated by Section 2.03, Section 3.16 or Section 9.01, and as confirmed by an Officers’ Certificate from the Servicer to the Trustee, an amount equal to the sum of (i) 100% of the Stated Principal Balance thereof as of the date of purchase (or such other price as provided in Section 9.01), (ii) in the case of (x) a Mortgage Loan, accrued interest on such Stated Principal Balance at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last covered by a payment by the Mortgagor or a P&I Advance by the Servicer, which payment or P&I Advance had as of the date of purchase been distributed pursuant to Section 4.01, through the end of the calendar month in which the purchase is to be effected and (y) an REO Property, the sum of (1) accrued interest on such Stated Principal Balance at the applicable Net Mortgage Rate in effect from time to time from the Due Date as to which interest was last covered by a payment by the Mortgagor or an advance

by the Servicer through the end of the calendar month immediately preceding the calendar month in which such REO Property was acquired plus (2) REO Imputed Interest for such REO Property for each calendar month commencing with the calendar month in which such REO Property was acquired and ending with the calendar month in which such purchase is to be effected, net of the total of all net rental income, Insurance Proceeds, Liquidation Proceeds and P&I Advances that as of the date of purchase had been distributed as or to cover REO Imputed Interest pursuant to Section 4.01, (iii) any unreimbursed Servicing Advances and P&I 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 Sections 3.05(a)(v) and 3.16 and (v) in the case of a Mortgage Loan required to be purchased pursuant to Section 2.03, expenses reasonably incurred or to be incurred by the Servicer, the Trustee or the NIMS Insurer in respect of the breach or defect giving rise to the purchase obligation, as well as any costs and damages incurred by the Trust Fund in connection with any violation by such loan of any predatory or abusive lending law.

“Qualified Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement which must, on the date of such substitution, (i) have an outstanding Stated Principal Balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, not in excess of the Scheduled Principal Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs, (ii) have a Mortgage Rate as of the Due Date in the calendar month during which the substitution occurs not less than (and not more than one percentage point in excess of) the Mortgage Rate of the Deleted Mortgage Loan, (iii) with respect to any Adjustable-Rate Mortgage Loan, have a Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) with respect to any Adjustable-Rate Mortgage Loan, have a Minimum Mortgage Rate not less than the Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) with respect to Adjustable-Rate Mortgage Loan, have a Gross Margin equal to the Gross Margin of the Deleted Mortgage Loan, (vi) with respect to any Adjustable-Rate Mortgage Loan, have a next Adjustment Date not more than two months later than the next Adjustment Date on the Deleted Mortgage Loan, (vii) have a remaining term to maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan, (viii) have the same Due Date as the Due Date on the Deleted Mortgage Loan, (ix) have a Loan-to-Value Ratio or Combined Loan-to-Value Ratio as of the date of substitution equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (x) have a risk grading determined by the Originator at least equal to the risk grading assigned on the Deleted Mortgage Loan, (xi) have been underwritten or reunderwritten by the Originator in accordance with the same underwriting criteria and guidelines as the Deleted Mortgage Loan, (xii) have a Prepayment Charge provision at least equal to the Prepayment Charge provision of the Deleted Mortgage Loan, (xiii) conform to each representation and warranty set forth in Section 6 of the Mortgage Loan Purchase Agreement applicable to the Deleted Mortgage Loan and (xiv) with respect to Qualified Substitute Mortgage Loans substituted for Deleted Mortgage Loans that are Group I Mortgage Loans, have an original principal balance that conforms to Xxxxxxx Mac loan limits as of the date of its origination. In the event that one or more mortgage loans are substituted for one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall be determined on the basis of aggregate Stated Principal Balances, the Mortgage Rates described in clause (ii) hereof shall be determined

on the basis of weighted average Mortgage Rates, the terms described in clause (vii) hereof shall be determined on the basis of weighted average remaining terms to maturity, the Loan-to-Value Ratios described in clause (ix) hereof shall be satisfied as to each such mortgage loan, the risk gradings described in clause (x) hereof shall be satisfied as to each such mortgage loan and, except to the extent otherwise provided in this sentence, the representations and warranties described in clause (xiii) hereof must be satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate, as the case may be.

“Rating Agency” or “Rating Agencies”: Xxxxx’x, Fitch and S&P or their successors. If such agencies or their successors are no longer in existence, “Rating Agencies” shall be such nationally recognized statistical rating agencies, or other comparable Persons, designated by the Depositor, notice of which designation shall be given to the Trustee and the Servicer.

“Realized Loss”: With respect to each Mortgage Loan as to which a Final Recovery Determination has been made, an amount (not less than zero) equal to (i) the unpaid Stated Principal Balance of such Mortgage Loan as of the commencement of the calendar month in which the Final Recovery Determination was made, plus (ii) accrued interest from the Due Date as to which interest was last paid by the Mortgagor through the end of the calendar month in which such Final Recovery Determination was made, calculated in the case of each calendar month during such period (A) at an annual rate equal to the annual rate at which interest was then accruing on such Mortgage Loan and (B) on a principal amount equal to the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date during such calendar month, plus (iii) any amounts previously withdrawn from the Collection Account in respect of such Mortgage Loan pursuant to Section 3.05(a)(v) and Section 3.12(c), minus (iv) the proceeds, if any, received in respect of such Mortgage Loan during the calendar month in which such Final Recovery Determination was made, net of amounts that are payable therefrom to the Servicer with respect to such Mortgage Loan pursuant to Section 3.05(a)(ii).

If the Servicer receives Subsequent Recoveries with respect to any Mortgage Loan, the amount of Realized Losses with respect to that Mortgage Loan shall be reduced to the extent such recoveries are applied to principal distributions on any Distribution Date.

With respect to any REO Property as to which a Final Recovery Determination has been made, an amount (not less than zero) equal to (i) the unpaid Stated Principal Balance of the related Mortgage Loan as of the date of acquisition of such REO Property on behalf of REMIC I, plus (ii) accrued interest from the Due Date as to which interest was last paid by the Mortgagor in respect of the related Mortgage Loan through the end of the calendar month immediately preceding the calendar month in which such REO Property was acquired, calculated in the case of each calendar month during such period (A) at an annual rate equal to the annual rate at which interest was then accruing on the related Mortgage Loan and (B) on a principal amount equal to the Stated Principal Balance of the related Mortgage Loan as of the close of business on the Distribution Date during such calendar month, plus (iii) REO Imputed Interest for such REO Property for each calendar month commencing with the calendar month in which such REO Property was acquired and ending with the calendar month in which such Final Recovery Determination was made, plus (iv) any amounts previously withdrawn from the Collection Account in respect of the related Mortgage Loan pursuant to Section 3.05(a)(v) and

Section 3.12(c), minus (v) the aggregate of all P&I Advances made by the Servicer in respect of such REO Property or the related Mortgage Loan for which the Servicer has been or, in connection with such Final Recovery Determination, shall be reimbursed pursuant to Section 3.13 out of rental income, Insurance Proceeds and Liquidation Proceeds received in respect of such REO Property, minus (vi) the total of all net rental income, Insurance Proceeds and Liquidation Proceeds received in respect of such REO Property that has been, or in connection with such Final Recovery Determination, shall be transferred to the Distribution Account pursuant to Section 3.13.

With respect to each Mortgage Loan which has become the subject of a Deficient Valuation, the difference between the Stated Principal Balance of the Mortgage Loan outstanding immediately prior to such Deficient Valuation and the Stated Principal Balance of the Mortgage Loan as reduced by the Deficient Valuation.

With respect to each Mortgage Loan which has become the subject of a Debt Service Reduction, the portion, if any, of the reduction in each affected Monthly Payment attributable to a reduction in the Mortgage Rate imposed by a court of competent jurisdiction. Each such Realized Loss shall be deemed to have been incurred on the Due Date for each affected Monthly Payment.

“Record Date”: With respect to each Distribution Date and any Adjustable-Rate Certificate that is a Book-Entry Certificate, the Business Day immediately preceding such Distribution Date. With respect to each Distribution Date and any other Class of Certificates, including any Definitive Certificates, the last Business Day of the month immediately preceding the month in which such Distribution Date occurs.

“Reference Banks”: Xxxxxxx’x Bank PLC, The Tokyo Mitsubishi Bank and National Westminster Bank PLC and their successors in interest; provided, however, that if any of the foregoing banks are not suitable to serve as a Reference Bank, then any leading banks selected by the Trustee (after consultation with the Depositor and the NIMS Insurer) which are engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, (ii) not controlling, under the control of or under common control with the Depositor or any Affiliate thereof and (iii) which have been designated as such by the Trustee.

“Refinanced Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase the related Mortgaged Property.

“Regular Certificate”: Any Class A Certificate, Subordinate Certificate, Class P Certificate or Class C Certificate.

“Regular Interest”: A “regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the Code.

“Regulation AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229, 1123, as amended from time to time.

“Relief Act”: The Servicemembers Civil Relief Act or any applicable state law providing similar relief.

“Relief Act Interest Shortfall”: With respect to any Distribution Date and any Mortgage Loan, any reduction in the amount of interest collectible on such Mortgage Loan for the most recently ended calendar month as a result of the application of the Relief Act.

“REMIC”: A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.

“REMIC Available Funds”: With respect to any Distribution Date, an amount equal to (1) the sum of (a) the aggregate of the amounts on deposit in the Collection Account and Distribution Account as of the close of business on the related Determination Date, including any Subsequent Recoveries, (b) the aggregate of any amounts received in respect of an REO Property withdrawn from any REO Account and deposited in the Distribution Account for such Distribution Date pursuant to Section 3.13, (c) Compensating Interest, if any, deposited in the Distribution Account by the Servicer for such Distribution Date pursuant to Section 4.03 and (d) the aggregate of any P&I Advances made by the Servicer for such Distribution Date pursuant to Section 4.03, reduced (to not less than zero) by (2) the portion of the amount described in clause (1)(a) above that represents (i) Monthly Payments on the Mortgage Loans received from a Mortgagor on or prior to the Determination Date but due during any Due Period subsequent to the related Due Period, (ii) Principal Prepayments on the Mortgage Loans received after the related Prepayment Period (together with any interest payments received with such Principal Prepayments to the extent they represent the payment of interest accrued on the Mortgage Loans during a period subsequent to the end of the prior calendar month), (iii) Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries received in respect of the Mortgage Loans after the related Prepayment Period, (iv) amounts reimbursable or payable to the Depositor, the Servicer, the Trustee, the Seller, the Originator or any Sub-Servicer pursuant to Section 3.05, Section 3.06 or Section 7.01 or otherwise payable in respect of Extraordinary Trust Fund Expenses, (v) the Trustee Fee and the Custodial Fee payable from the Distribution Account pursuant to Section 8.05, (vi) amounts deposited in the Collection Account or the Distribution Account in error and (vii) the amount of any Prepayment Charges collected by the Servicer and the amount of any Servicer Prepayment Charge Payment Amounts.

“REMIC I”: The segregated pool of assets subject hereto, constituting the primary trust created hereby and to be administered hereunder, with respect to which a REMIC election is to be made, consisting of: (i) such Mortgage Loans and Prepayment Charges as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto, and together with all collections thereon and proceeds thereof, (ii) any REO Property, together with all collections thereon and proceeds thereof, (iii) the Trustee’s rights with respect to the Mortgage Loans under all insurance policies required to be maintained pursuant to this Agreement and any proceeds thereof, (iv) the Depositor’s rights under the Mortgage Loan Purchase Agreement (including any security interest created thereby) to the extent conveyed pursuant to Section 2.01 and (v) the Collection Account (other than any amounts representing any Servicer Prepayment Charge Payment Amounts), the Distribution Account (other than any amounts representing any Servicer Prepayment Charge Payment Amounts) and any REO Account and such assets that are deposited therein from time to time and any investments

thereof, together with any and all income, proceeds and payments with respect thereto. Notwithstanding the foregoing, however, REMIC I specifically excludes any Servicer Prepayment Charge Payment Amounts, the Net WAC Rate Carry Forward Reserve Account, the Supplemental Interest Trust, the Interest Rate Swap Agreement, all payments and other collections of principal and interest due on the Mortgage Loans on or before the Cut-off Date, and all Prepayment Charges payable in connection with Principal Prepayments made before the Cut-off Date.

“REMIC I Group I Regular Interests”: REMIC I Regular Interest I-1-A through REMIC I Regular Interest I-52-B, REMIC I Regular Interest I-OC, REMIC I Regular Interest I-OC Cash and REMIC I Regular Interest I-P, each as designated in the Preliminary Statement hereto.

“REMIC I Group II Regular Interests”: REMIC I Regular Interest II-1-A through REMIC I Regular Interest II-52-B as designated, REMIC I Regular Interest II-OC, REMIC I Regular Interest II-OC Cash and REMIC I Regular Interest II-P, each as designated in the Preliminary Statement hereto.

“REMIC I Regular Interest”: Any of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. Each REMIC I Regular Interest shall accrue interest at the related REMIC I Remittance 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 Balance as set forth in the Preliminary Statement hereto. The designations for the respective REMIC I Regular Interests are set forth in the Preliminary Statement hereto. The REMIC I Regular Interests consist of the REMIC I Group I Regular Interests and REMIC I Group II Regular Interests.

“REMIC I Remittance Rate”:

With respect to each REMIC I Group I Regular Interest ending with the designation “A”, a per annum rate equal to the weighted average Expense Adjusted Net Mortgage Rate of Loan Group I multiplied by 2, subject to a maximum rate of 8.6975%. With respect to each REMIC I Group I Regular Interest ending with the designation “B”, the greater of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted average Expense Adjusted Net Mortgage Rate of Loan Group I over (ii) 8.6975% and (y) 0.00%. With respect to each REMIC I Group II Regular Interest ending with the designation “A”, a per annum rate equal to the weighted average Expense Adjusted Net Mortgage Rate of Loan Group II multiplied by 2, subject to a maximum rate of 8.6975%. With respect to each REMIC I Group II Regular Interest ending with the designation “B”, the greater of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted average Expense Adjusted Net Mortgage Rate of Loan Group II over (ii) 8.6975% and (y) 0.00%.

With respect to REMIC I Regular Interest I-OC and REMIC I Regular Interest I-P, the weighted average Expense Adjusted Net Mortgage Rate of Loan Group I, weighted on the basis of the outstanding Stated Principal Balances of the Group I Mortgage Loans as of the first day of the month preceding the month of such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and

unscheduled collections of principal received during the related Prepayment Period). With respect to REMIC I Regular Interest II-OC and REMIC I Regular Interest II-P, the weighted average Expense Adjusted Net Mortgage Rate of Loan Group II, weighted on the basis of the outstanding Stated Principal Balances of the Group II Mortgage Loans as of the first day of the month preceding the month of such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period). With respect to REMIC I Regular Interest I-OC Cash, and (i) the first Distribution Date, 0.00%, an (ii) each Distribution Date thereafter, the weighted average Expense Adjusted Net Mortgage Rate of Loan Group I, weighted on the basis of the outstanding Stated Principal Balances of the Group I Mortgage Loans as of the first day of the month preceding the month of such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period). With respect to REMIC I Regular Interest II-OC Cash, and (i) the first Distribution Date, 0.00%, an (ii) each Distribution Date thereafter, the weighted average Expense Adjusted Net Mortgage Rate of Loan Group II, weighted on the basis of the outstanding Stated Principal Balances of the Group II Mortgage Loans as of the first day of the month preceding the month of such Distribution Date (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period).

“REMIC II”: The segregated pool of assets consisting of all of the REMIC I Regular Interests conveyed in trust to the Trustee, for the benefit of the holders of the REMIC II Regular Interests and the Class R Certificates (in respect of the Class R-II Interest), pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.

“REMIC II Interest Loss Allocation Amount”: With respect to any Distribution Date, an amount (subject to adjustment based on the actual number of days elapsed in the respective Interest Accrual Period) equal to (a) the sum of (x) the product of (i) 50% of the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (y) 50% of the Uncertificated Interest on REMIC II Regular Interest P, and (ii) the REMIC II Remittance Rate for REMIC II Regular Interest AA minus the Marker Rate, divided by (b) 12.

“REMIC II Marker Allocation Percentage”: 50% of any amount payable or loss attributable from the Mortgage Loans, which shall be allocated to REMIC II Regular Interest AA, REMIC II Regular Interest A-1, REMIC II Regular Interest A-2a, REMIC II Regular Interest A-2b, REMIC II Regular Interest A-2c, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest B-1, REMIC II Regular Interest B-2, REMIC II Regular Interest B-3, REMIC II Regular Interest B-4, REMIC II Regular Interest B-5, and REMIC II Regular Interest ZZ.

“REMIC II Overcollateralization Target Amount”: 0.50% of the Overcollateralization Target Amount.

“REMIC II Overcollateralized Amount”: With respect to any date of determination, (i) 0.50% of the aggregate Uncertificated Balance of the REMIC II Regular Interests minus (ii) the aggregate Uncertificated Balance of REMIC II Regular Interest A-1, REMIC II Regular Interest A-2a, REMIC II Regular Interest A-2b, REMIC II Regular Interest A-2c, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest B-1, REMIC II Regular Interest B-2, REMIC II Regular Interest B-3, REMIC II Regular Interest B-4, REMIC II Regular Interest B-5, in each case as of such date of determination.

“REMIC II Principal Loss Allocation Amount”: With respect to any Distribution Date, an amount equal to the product of (i) 50% of the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) one minus a fraction, the numerator of which is two (2) times the aggregate Uncertificated Balance of REMIC II Regular Interest A-1, REMIC II Regular Interest A-2a, REMIC II Regular Interest A-2b, REMIC II Regular Interest A-2c, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest B-1, REMIC II Regular Interest B-2, REMIC II Regular Interest B-3, REMIC II Regular Interest B-4, REMIC II Regular Interest B-5 and REMIC II Regular Interest P, and the denominator of which is the aggregate Uncertificated Balance of REMIC II Regular Interest A-1, REMIC II Regular Interest A-2a, REMIC II Regular Interest A-2b, REMIC II Regular Interest A-2c, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest B-1, REMIC II Regular Interest B-2, REMIC II Regular Interest B-3, REMIC II Regular Interest B-4, REMIC II Regular Interest B-5, REMIC II Regular Interest P and REMIC II Regular Interest ZZ.

“REMIC II Regular Interest”: Any of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II and listed in the Preliminary Statement. Each REMIC II Regular Interest shall accrue interest at the related REMIC II Remittance Rate in effect from time to time, and shall be entitled to distributions of principal (other than REMIC II Regular Interest IO), subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

“REMIC II Remittance Rate: With respect to REMIC II Regular Interest AA, REMIC II Regular Interest A-1, REMIC II Regular Interest A-2a, REMIC II Regular Interest A-2b, REMIC II Regular Interest A-2c, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest B-1, REMIC II Regular Interest B-2, REMIC II Regular Interest B-3, REMIC II Regular Interest B-4, REMIC II Regular Interest B-5, REMIC II Regular Interest ZZ, REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 2-Sub and REMIC II Regular Interest XX, a per annum rate (but not less than zero) equal to the weighted average of (x) with respect to the REMIC I Regular Interests ending with the designation “B”, REMIC I Regular Interest I-OC, REMIC I Regular Interest I-OC Cash, REMIC I Regular Interest II-OC and REMIC I Regular Interest II-OC Cash, the weighted

average of the REMIC I Remittance Rates for such REMIC I Regular Interests, weighted on the basis of the Uncertificated Balances of such REMIC I Regular Interests for each such Distribution Date, and (y) with respect to REMIC I Regular Interests ending with the designation “A”, for each Distribution Date listed below, the weighted average of the rates listed below for each such REMIC I Regular Interest listed below, weighted on the basis of the Uncertificated Balances of each such REMIC I Regular Interest for each such Distribution Date:

Distribution Date	REMIC I Regular Interest	Rate
1	I-1-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
2	I-2-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-2-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate REMIC I Remittance Rate
	I-1-A	REMIC I Remittance Rate
	II-1-A	REMIC I Remittance Rate
3	I-3-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-3-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A and I-2-A	REMIC I Remittance Rate
	II-1-A and II-2-A	REMIC I Remittance Rate
4	I-4-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-4-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-3-A	REMIC I Remittance Rate
	II-1-A through II-3-A	REMIC I Remittance Rate
5	I-5-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-5-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-4-A	REMIC I Remittance Rate
	II-1-A through II-4-A	REMIC I Remittance Rate
6	I-6-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-6-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-5-A	REMIC I Remittance Rate
	II-1-A through II-5-A	REMIC I Remittance Rate
7	I-7-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-7-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-6-A	REMIC I Remittance Rate
	II-1-A through II-6-A	REMIC I Remittance Rate
8	I-8-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-8-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-7-A	REMIC I Remittance Rate
	II-1-A through II-7-A	REMIC I Remittance Rate
9	I-9-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-9-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-8-A	REMIC I Remittance Rate
	II-1-A through II-8-A	REMIC I Remittance Rate
10	I-10-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-10-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-9-A	REMIC I Remittance Rate

	II-1-A through II-9-A	REMIC I Remittance Rate
11	I-11-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-11-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-10-A	REMIC I Remittance Rate
	II-1-A through II-10-A	REMIC I Remittance Rate
12	I-12-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-12-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-11-A	REMIC I Remittance Rate
	II-1-A through II-11-A	REMIC I Remittance Rate
13	I-13-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-13-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-12-A	REMIC I Remittance Rate
	II-1-A through II-12-A	REMIC I Remittance Rate
14	I-14-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-14-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-13-A	REMIC I Remittance Rate
	II-1-A through II-13-A	REMIC I Remittance Rate
15	I-15-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-15-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-14-A	REMIC I Remittance Rate
	II-1-A through II-14-A	REMIC I Remittance Rate
16	I-16-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-16-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-15-A	REMIC I Remittance Rate
	II-1-A through II-15-A	REMIC I Remittance Rate
17	I-17-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-17-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-16-A	REMIC I Remittance Rate
	II-1-A through II-16-A	REMIC I Remittance Rate
18	I-18-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-18-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-17-A	REMIC I Remittance Rate
	II-1-A through II-17-A	REMIC I Remittance Rate
19	I-19-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-19-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-18-A	REMIC I Remittance Rate
	II-1-A through II-18-A	REMIC I Remittance Rate
20	I-20-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-20-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-19-A	REMIC I Remittance Rate
	II-1-A through II-19-A	REMIC I Remittance Rate
21	I-21-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-21-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-20-A	REMIC I Remittance Rate
	II-1-A through II-20-A	REMIC I Remittance Rate

22	I-22-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-22-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-21-A	REMIC I Remittance Rate
	II-1-A through II-21-A	REMIC I Remittance Rate
23	I-23-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-23-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-22-A	REMIC I Remittance Rate
	II-1-A through II-22-A	REMIC I Remittance Rate
24	I-24-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-24-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-23-A	REMIC I Remittance Rate
	II-1-A through II-23-A	REMIC I Remittance Rate
25	I-25-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-25-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-24-A	REMIC I Remittance Rate
	II-1-A through II-24-A	REMIC I Remittance Rate
26	I-26-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-26-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-25-A	REMIC I Remittance Rate
	II-1-A through II-25-A	REMIC I Remittance Rate
27	I-27-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-27-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-26-A	REMIC I Remittance Rate
	II-1-A through II-26-A	REMIC I Remittance Rate
28	I-28-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-28-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-27-A	REMIC I Remittance Rate
	II-1-A through II-27-A	REMIC I Remittance Rate
29	I-29-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-29-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-28-A	REMIC I Remittance Rate
	II-1-A through II-28-A	REMIC I Remittance Rate
30	I-30-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-30-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-29-A	REMIC I Remittance Rate
	II-1-A through II-29-A	REMIC I Remittance Rate
31	I-31-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-31-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-30-A	REMIC I Remittance Rate
	II-1-A through II-30-A	REMIC I Remittance Rate
32	I-32-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-32-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-31-A	REMIC I Remittance Rate
	II-1-A through II-31-A	REMIC I Remittance Rate
33-36	I-33-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate

	II-33-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-32-A	REMIC I Remittance Rate
	II-1-A through II-32-A	REMIC I Remittance Rate
37	I-34-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-34-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-33-A	REMIC I Remittance Rate
	II-1-A through II-33-A	REMIC I Remittance Rate
38	I-35-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-35-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-34-A	REMIC I Remittance Rate
	II-1-A through II-34-A	REMIC I Remittance Rate
39	I-36-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-36-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-35-A	REMIC I Remittance Rate
	II-1-A through II-35-A	REMIC I Remittance Rate
40	I-37-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-37-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-36-A	REMIC I Remittance Rate
	II-1-A through II-36-A	REMIC I Remittance Rate
41	I-38-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-38-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-37-A	REMIC I Remittance Rate
	II-1-A through II-37-A	REMIC I Remittance Rate
42	I-39-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-39-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-38-A	REMIC I Remittance Rate
	II-1-A through II-38-A	REMIC I Remittance Rate
43	I-40-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-40-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-39-A	REMIC I Remittance Rate
	II-1-A through II-39-A	REMIC I Remittance Rate
44	I-41-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-41-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-40-A	REMIC I Remittance Rate
	II-1-A through II-40-A	REMIC I Remittance Rate
45	I-42-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-42-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-41-A	REMIC I Remittance Rate
	II-1-A through II-41-A	REMIC I Remittance Rate
46	I-43-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-43-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-42-A	REMIC I Remittance Rate
	II-1-A through II-42-A	REMIC I Remittance Rate
47	I-44-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-44-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate

	I-1-A through I-43-A	REMIC I Remittance Rate
	II-1-A through II-43-A	REMIC I Remittance Rate
48	I-45-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-45-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-44-A	REMIC I Remittance Rate
	II-1-A through II-44-A	REMIC I Remittance Rate
49	I-46-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-46-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-45-A	REMIC I Remittance Rate
	II-1-A through II-45-A	REMIC I Remittance Rate
50	I-47-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-47-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-46-A	REMIC I Remittance Rate
	II-1-A through II-46-A	REMIC I Remittance Rate
51	I-48-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-48-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-47-A	REMIC I Remittance Rate
	II-1-A through II-47-A	REMIC I Remittance Rate
52	I-49-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-49-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-48-A	REMIC I Remittance Rate
	II-1-A through II-48-A	REMIC I Remittance Rate
53	I-50-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-50-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-49-A	REMIC I Remittance Rate
	II-1-A through II-49-A	REMIC I Remittance Rate
54	I-51-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-51-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-50-A	REMIC I Remittance Rate
	II-1-A through II-50-A	REMIC I Remittance Rate
55	I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-51-A	REMIC I Remittance Rate
	II-1-A through II-51-A	REMIC I Remittance Rate
thereafter	I-1-A through I-52-A	REMIC I Remittance Rate
	II-1-A through II-52-A	REMIC I Remittance Rate

With respect to REMIC II Regular Interest 1-Grp, a per annum rate (but not less than zero) equal to the weighted average of (x) with respect to the REMIC I Group I Regular Interests ending with the designation “B”, REMIC I Regular Interest I-OC and REMIC I Regular Interest I-OC Cash, the weighted average of the REMIC I Remittance Rates for such REMIC I Regular Interests, weighted on the basis of the Uncertificated Balances of such REMIC I Regular Interests for each such Distribution Date, and (y) with respect to REMIC I Group I Regular Interests ending with the designation “A”, for each Distribution Date listed below, the weighted average of the rates listed below for such REMIC I Regular Interests listed below, weighted on

the basis of the Uncertificated Balances of each such REMIC I Regular Interest for each such Distribution Date:

Distribution Date	REMIC I Regular Interest	Rate
1	I-1-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate

2	I-2-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A	REMIC I Remittance Rate

3	I-3-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A and I-2-A	REMIC I Remittance Rate

4	I-4-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-3-A	REMIC I Remittance Rate

5	I-5-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-4-A	REMIC I Remittance Rate

6	I-6-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-5-A	REMIC I Remittance Rate

7	I-7-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-6-A	REMIC I Remittance Rate

8	I-8-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-7-A	REMIC I Remittance Rate

9	I-9-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-8-A	REMIC I Remittance Rate

10	I-10-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-9-A	REMIC I Remittance Rate

11	I-11-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-10-A	REMIC I Remittance Rate

12	I-12-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-11-A	REMIC I Remittance Rate

13	I-13-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-12-A	REMIC I Remittance Rate

14	I-14-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-13-A	REMIC I Remittance Rate

15	I-15-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-14-A	REMIC I Remittance Rate

16	I-16-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-15-A	REMIC I Remittance Rate

17	I-17-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-16-A	REMIC I Remittance Rate

18	I-18-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-17-A	REMIC I Remittance Rate

19	I-19-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-18-A	REMIC I Remittance Rate

20	I-20-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-19-A	REMIC I Remittance Rate

21	I-21-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-20-A	REMIC I Remittance Rate

22	I-22-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-21-A	REMIC I Remittance Rate

23	I-23-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-22-A	REMIC I Remittance Rate

24	I-24-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-23-A	REMIC I Remittance Rate

25	I-25-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-24-A	REMIC I Remittance Rate

26	I-26-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-25-A	REMIC I Remittance Rate

27	I-27-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-26-A	REMIC I Remittance Rate

28	I-28-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-27-A	REMIC I Remittance Rate

29	I-29-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-28-A	REMIC I Remittance Rate

30	I-30-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-29-A	REMIC I Remittance Rate

31	I-31-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-30-A	REMIC I Remittance Rate

32	I-32-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-31-A	REMIC I Remittance Rate

33-36	I-33-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-32-A	REMIC I Remittance Rate

37	I-34-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-33-A	REMIC I Remittance Rate

38	I-35-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-34-A	REMIC I Remittance Rate

39	I-36-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-35-A	REMIC I Remittance Rate

40	I-37-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-36-A	REMIC I Remittance Rate

41	I-38-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-37-A	REMIC I Remittance Rate

42	I-39-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-38-A	REMIC I Remittance Rate

43	I-40-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-39-A	REMIC I Remittance Rate

44	I-41-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-40-A	REMIC I Remittance Rate

45	I-42-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-41-A	REMIC I Remittance Rate

46	I-43-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-42-A	REMIC I Remittance Rate

47	I-44-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-43-A	REMIC I Remittance Rate

48	I-45-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-44-A	REMIC I Remittance Rate

49	I-46-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-45-A	REMIC I Remittance Rate

50	I-47-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-46-A	REMIC I Remittance Rate

51	I-48-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-47-A	REMIC I Remittance Rate

52	I-49-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-48-A	REMIC I Remittance Rate

53	I-50-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-49-A	REMIC I Remittance Rate

54	I-51-A through I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-50-A	REMIC I Remittance Rate

55	I-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-51-A	REMIC I Remittance Rate

thereafter	I-1-A through I-52-A	REMIC I Remittance Rate

With respect to REMIC II Regular Interest 2-Grp, a per annum rate (but not less than zero) equal to the weighted average of (x) with respect to the REMIC I Group II Regular Interests ending with the designation “B”, REMIC I Regular Interest II-OC and REMIC I Regular Interest II-OC Cash, the weighted average of the REMIC I Remittance Rates for such REMIC I Regular Interests, weighted on the basis of the Uncertificated Balances of such REMIC I Regular Interests for each such Distribution Date, and (y) with respect to REMIC I Group II Regular Interests ending with the designation “A”, for each Distribution Date listed below, the weighted average of the rates listed below for such REMIC I Regular Interests listed below, weighted on the basis of the Uncertificated Balances of each such REMIC I Regular Interest for each such Distribution Date:

Distribution Date	REMIC I Regular Interest	Rate
1	II-1-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate

2	II-2-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A	REMIC I Remittance Rate

3	II-3-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A and II-2-A	REMIC I Remittance Rate

4	II-4-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-3-A	REMIC I Remittance Rate

5	II-5-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-4-A	REMIC I Remittance Rate

6	II-6-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-5-A	REMIC I Remittance Rate

7	II-7-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-6-A	REMIC I Remittance Rate

8	II-8-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-7-A	REMIC I Remittance Rate

9	II-9-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-8-A	REMIC I Remittance Rate

10	II-10-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-9-A	REMIC I Remittance Rate

11	II-11-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-10-A	REMIC I Remittance Rate

12	II-12-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-11-A	REMIC I Remittance Rate

13	II-13-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-12-A	REMIC I Remittance Rate

14	II-14-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-13-A	REMIC I Remittance Rate

15	II-15-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-14-A	REMIC I Remittance Rate

16	II-16-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-15-A	REMIC I Remittance Rate

17	II-17-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-16-A	REMIC I Remittance Rate

18	II-18-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-17-A	REMIC I Remittance Rate

19	II-19-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-18-A	REMIC I Remittance Rate

20	II-20-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-19-A	REMIC I Remittance Rate

21	II-21-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-20-A	REMIC I Remittance Rate

22	II-22-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-21-A	REMIC I Remittance Rate

23	II-23-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-22-A	REMIC I Remittance Rate

24	II-24-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-23-A	REMIC I Remittance Rate

25	II-25-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-24-A	REMIC I Remittance Rate

26	II-26-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-25-A	REMIC I Remittance Rate

27	II-27-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-26-A	REMIC I Remittance Rate

28	II-28-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-27-A	REMIC I Remittance Rate

29	II-29-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-28-A	REMIC I Remittance Rate

30	II-30-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-29-A	REMIC I Remittance Rate

31	II-31-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-30-A	REMIC I Remittance Rate

32	II-32-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-31-A	REMIC I Remittance Rate

33-36	II-33-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-32-A	REMIC I Remittance Rate

37	II-34-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-33-A	REMIC I Remittance Rate

38	II-35-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-34-A	REMIC I Remittance Rate

39	II-36-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-35-A	REMIC I Remittance Rate

40	II-37-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-36-A	REMIC I Remittance Rate

41	II-38-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-37-A	REMIC I Remittance Rate

42	II-39-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-38-A	REMIC I Remittance Rate

43	II-40-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-39-A	REMIC I Remittance Rate

44	II-41-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-40-A	REMIC I Remittance Rate

45	II-42-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-41-A	REMIC I Remittance Rate

46	II-43-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-42-A	REMIC I Remittance Rate

47	II-44-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-43-A	REMIC I Remittance Rate

48	II-45-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-44-A	REMIC I Remittance Rate

49	II-46-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-45-A	REMIC I Remittance Rate

50	II-47-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-46-A	REMIC I Remittance Rate

51	II-48-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-47-A	REMIC I Remittance Rate

52	II-49-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-48-A	REMIC I Remittance Rate

53	II-50-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-49-A	REMIC I Remittance Rate

54	II-51-A through II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-50-A	REMIC I Remittance Rate

55	II-52-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	II-1-A through II-51-A	REMIC I Remittance Rate

thereafter	II-1-A through II-52-A	REMIC I Remittance Rate

With respect to REMIC II Regular Interest IO, the excess of (i) the weighted average of the REMIC I Remittance Rates for REMIC I Regular Interests ending with the designation “A”, over (ii) 2 multiplied by Swap LIBOR.

With respect to REMIC II Regular Interest I-P and REMIC II Regular Interest II-P, the weighted average of the REMIC I Remittance Rates on REMIC I Regular Interest I-P and REMIC I Regular Interest II-P, weighted on the basis of the Uncertificated Balances of such REMIC I Regular Interests on the related Distribution Date.

“REMIC II Sub WAC Allocation Percentage”: 50% of any amount payable or loss attributable from the Mortgage Loans, which shall be allocated to REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC II Regular Interest XX.

“REMIC II Subordinated Balance Ratio”: The ratio among the Uncertificated Balances of each REMIC II Regular Interest ending with the designation “Sub”, equal to the ratio among, with respect to each such REMIC II Regular Interest, the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group I or the Mortgage Loans in Loan Group II, as applicable, over (y) the current aggregate Certificate Principal Balance of the related Class A Certificates.

“REMIC II Regular Interest”: Any of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in

REMIC II and listed in the Preliminary Statement. Each REMIC II Regular Interest shall accrue interest at the related REMIC II Remittance Rate in effect from time to time, and shall be entitled to distributions of principal (other than REMIC II Regular Interest IO), subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

“REMIC III”: The segregated pool of assets consisting of all of the REMIC II Regular Interests conveyed in trust to the Trustee, for the benefit of the holders of the REMIC III Regular Interests and the Class R Certificate (in respect of the Class R-III Interest), pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.

“REMIC III Regular Interest”: Any Class P Interest, Class C Interest or Class IO Interest or any Regular Interest in REMIC III the ownership of which is represented by any of the Class A Certificates or Subordinate Certificates.

“REMIC IV”: The segregated pool of assets consisting of the Class C Interest conveyed in trust to the Trustee, for the benefit of the Holders of the Class C Certificates and the Class R-X Certificate (in respect of the Class R-IV Interest), pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.

“REMIC V”: The segregated pool of assets consisting of the Class P Interest conveyed in trust to the Trustee, for the benefit of the Holders of the Regular Certificates and the Class R-X Certificate (in respect of the Class R-IV Interest), pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.

“REMIC VI”: The segregated pool of assets consisting of the Class IO Interest conveyed in trust to the Trustee, for the benefit of the Holders of REMIC VI Regular Interest IO and the Class R-X Certificate (in respect of the Class R-VI Interest), pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.

“REMIC Provisions”: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through 860G of the Code, and related provisions, and proposed, temporary and final regulations and published rulings, notices and announcements promulgated thereunder, as the foregoing may be in effect from time to time.

“REMIC Regular Interest”: Any REMIC I Regular Interest, REMIC II Regular Interest, Class C Interest or Class P Interest.

“REMIC Termination Payment”: As defined in Section 9.01(a).

“Remittance Report”: A report in form and substance that is acceptable to the Trustee, the Depositor and the NIMS Insurer in electronic format prepared by the Servicer

pursuant to Section 4.03 with such additions, deletions and modifications as agreed to by the Trustee, the Depositor and the Servicer.

“Rents from Real Property”: With respect to any REO Property, gross income of the character described in Section 856(d) of the Code as being included in the term “rents from real property.”

“REO Account”: Each of the accounts maintained by the Servicer in respect of an REO Property pursuant to Section 3.13, which account may be the Collection Account subject to Section 3.13.

“REO Disposition”: The sale or other disposition of an REO Property on behalf of REMIC I.

“REO Imputed Interest”: As to any REO Property, for any calendar month during which such REO Property was at any time part of REMIC I, one month’s interest at the applicable Net Mortgage Rate on the Stated Principal Balance of such REO Property (or, in the case of the first such calendar month, of the related Mortgage Loan, if appropriate) as of the close of business on the Distribution Date in such calendar month.

“REO Principal Amortization”: With respect to any REO Property, for any calendar month, the excess, if any, of (a) the aggregate of all amounts received in respect of such REO Property during such calendar month, whether in the form of rental income, sale proceeds (including, without limitation, that portion of the Termination Price paid in connection with a purchase of all of the Mortgage Loans and REO Properties pursuant to Section 9.01 that is allocable to such REO Property) or otherwise, net of any portion of such amounts (i) payable pursuant to Section 3.13(c) 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(d) for unpaid Servicing Fees in respect of the related Mortgage Loan and unreimbursed Servicing Advances and P&I Advances in respect of such REO Property or the related Mortgage Loan, over (b) the REO Imputed Interest in respect of such REO Property for such calendar month.

“REO Property”: A Mortgaged Property acquired by the Servicer on behalf of REMIC I through foreclosure or deed-in-lieu of foreclosure, as described in Section 3.13.

“Representative”: Xxxxxx Xxxxxxx & Co. Incorporated.

“Request for Release”: A release signed by a Servicing Officer, in the form of Exhibit E attached hereto.

“Resecuritization Holders”: As defined in Section 4.08.

“Resecuritization REMIC”: As defined in Section 4.08.

“Reserve Interest Rate”: With respect to any Interest Determination Date, the rate per annum that the Trustee determines to be either (i) the arithmetic mean (rounded upwards if necessary to the nearest whole multiple of 1/16%) of the one-month U.S. dollar lending rates

which Citibank, N.A. and JPMorgan Chase Bank, N.A. and their successors in interest (or, if any of the foregoing banks are not suitable, two New York City banks selected by the Trustee) are quoting on the relevant Interest Determination Date to the principal London offices of leading banks in the London interbank market or (ii) in the event that the Trustee can determine no such arithmetic mean, the lowest one-month U.S. dollar lending rate which New York City banks selected by the Trustee are quoting on such Interest Determination Date to leading European banks.

“Residential Dwelling”: Any one of the following: (i) an attached or detached one-family dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family dwelling unit in a condominium project or (iv) a detached or attached one-family dwelling in a planned unit development, none of which is a co-operative, mobile or manufactured home (unless such mobile or manufactured home is defined as real property under applicable state law).

“Residual Certificate”: Any of the Class R Certificates or the Class R-X Certificates.

“Residual Interest”: The sole class of “residual interests” in a REMIC within the meaning of Section 860G(a)(2) of the Code.

“Responsible Officer”: When used with respect to the Trustee or the Supplemental Interest Trustee, any officer assigned to and working in the Corporate Trust Office or in a similar group and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Scheduled Principal Balance”: With respect to any Mortgage Loan: (a) as of the Cut-off Date, the outstanding Stated Principal Balance of such Mortgage Loan as of such date, net of the principal portion of all unpaid Monthly Payments, if any, due on or before such date; (b) as of any Due Date subsequent to the Cut-off Date up to and including the Due Date in the calendar month in which a Liquidation Event occurs with respect to such Mortgage Loan, the Scheduled Principal Balance of such Mortgage Loan as of the Cut-off Date, minus the sum of (i) the principal portion of each Monthly Payment due on or before such Due Date but subsequent to the Cut-off Date, whether or not received, (ii) all Principal Prepayments received before such Due Date but after the Cut-off Date, (iii) the principal portion of all Liquidation Proceeds and Insurance Proceeds received before such Due Date but after the Cut-off Date, net of any portion thereof that represents principal due (without regard to any acceleration of payments under the related Mortgage and Mortgage Note) on a Due Date occurring on or before the date on which such proceeds were received and (iv) any Realized Loss incurred with respect thereto as a result of a Deficient Valuation occurring before such Due Date, but only to the extent such Realized Loss represents a reduction in the portion of principal of such Mortgage Loan not yet due (without regard to any acceleration of payments under the related Mortgage and Mortgage Note) as of the date of such Deficient Valuation; and (c) as of any Due Date subsequent to the occurrence of a Liquidation Event with respect to such Mortgage Loan, zero. With respect to any REO Property: (a) as of any Due Date subsequent to the date of its acquisition on behalf of the Trust Fund up to and including the Due Date in the calendar month in which a Liquidation Event occurs with respect to such REO Property, an amount (not less than zero) equal to the

Scheduled Principal Balance of the related Mortgage Loan as of the Due Date in the calendar month in which such REO Property was acquired, minus the aggregate amount of REO Principal Amortization, if any, in respect of such REO Property for all previously ended calendar months; and (b) as of any Due Date subsequent to the occurrence of a Liquidation Event with respect to such REO Property, zero.

“Seller”: GE Mortgage Holding, L.L.C., or its successor in interest, in its capacity as seller under the related Mortgage Loan Purchase Agreement.

“Servicer”: Xxxxxx Loan Servicing LP, or any successor Servicer appointed as herein provided, in its capacity as Servicer hereunder.

“Servicer Event of Default”: One or more of the events described in Section 7.01.

“Servicer Prepayment Charge Payment Amount”: The amounts payable by the Servicer pursuant to Section 2.03(b) in respect of any waived Prepayment Charges.

“Servicer Remittance Date”: With respect to any Distribution Date, 3:00 p.m. New York time on the 18^th day of the calendar month in which the related Distribution Date occurs or if such 18th day is not a Business Day, the Business Day immediately succeeding such 18th day.

“Servicer Reporting Date”: With repect to any Distribution Date, the second Business Day following the Determination Date related to such Distribution sDate.

“Servicing Advances”: The customary, necessary and reasonable “out-of-pocket” costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Servicer in the performance of its servicing obligations in connection with a default, delinquency or other unanticipated event, including, but not limited to, the cost of (i) the preservation, restoration and protection of a Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, in respect of a particular Mortgage Loan, (iii) the conservation, management (including reasonable fees in connection therewith) and liquidation of any REO Property and (iv) the performance of its obligations under Section 3.01, Section 3.04(d), Section 3.08, Section 3.12 and Section 3.13. Servicing Advances also include any reasonable “out-of-pocket” costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Servicer in connection with executing and recording instruments of satisfaction, deeds of reconveyance or Assignments in connection with any foreclosure in respect of any Mortgage Loan to the extent not recovered from the related Mortgagor or otherwise payable under this Agreement. The Servicer shall not be required to make any Nonrecoverable Servicing Advance in respect of a Mortgage Loan or REO Property.

“Servicing Fee”: With respect to each Mortgage Loan (including each REO Property) and for any calendar month, commencing on the calendar month following the calendar month in which the Cut-off Date occurs, 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 applicable Servicing Fee Rate on the same principal amount on which

interest on such Mortgage Loan accrues for such calendar month. A portion of such Servicing Fee may be retained by any Sub-Servicer as its servicing compensation.

“Servicing Fee Rate”: With respect to each Mortgage Loan, 0.50% per annum.

“Servicing Officer”: Any officer of the Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loans, whose name appears on a list of servicing officers furnished by the Servicer to the Trustee and the Depositor on the Closing Date, as such list may from time to time be amended.

“Servicing Rights Pledgee”: One or more lenders, selected by the Servicer, to which the Servicer will pledge and assign all of its right, title and interest in, to and under this Agreement, including JPMorgan Chase Bank, National Association, as the representative of certain lenders.

“Servicing Standard”: The standard set forth in the first paragraph of Section 3.01.

“Single Certificate”: With respect to any Class of Certificates (other than the Class P Certificates and the Residual Certificates), a hypothetical Certificate of such Class evidencing a Percentage Interest for such Class corresponding to an initial Certificate Principal Balance or Notional Amount of $1,000. With respect to the Class P Certificates and the Residual Certificates, a hypothetical Certificate of such Class evidencing a 20% Percentage Interest in such Class.

“S&P”: Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., or its successor in interest.

“Startup Day”: With respect to each Trust REMIC, the day designated as such pursuant to Section 10.01(b) hereof.

“Stated Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of determination up to but not including the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan would be distributed, the outstanding principal balance of such Mortgage Loan as of the Cut-off Date, as shown in the Mortgage Loan Schedule, minus the sum of (i) the principal portion of each Monthly Payment due on a Due Date subsequent to the Cut-off Date, to the extent received from the Mortgagor or advanced by the Servicer and distributed pursuant to Section 4.01 on or before such date of determination, (ii) all Principal Prepayments received after the Cut-off Date, to the extent distributed pursuant to Section 4.01 on or before such date of determination, (iii) all Liquidation Proceeds and Insurance Proceeds applied by the Servicer as recoveries of principal in accordance with the provisions of Section 3.12, to the extent distributed pursuant to Section 4.01 on or before such date of determination and (iv) any Realized Loss incurred with respect thereto as a result of a Deficient Valuation made during or prior to the Prepayment Period for the most recent Distribution Date coinciding with or preceding such date of determination; and (b) as of any date of determination coinciding with or subsequent to the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan would be distributed, zero. With respect to any REO Property: (a) as of any date of determination up to but not including the Distribution

Date on which the proceeds, if any, of a Liquidation Event with respect to such REO Property would be distributed, an amount (not less than zero) equal to the Stated Principal Balance of the related Mortgage Loan as of the date on which such REO Property was acquired on behalf of REMIC I, minus the sum of (i) if such REO Property was acquired before the Distribution Date in any calendar month, the principal portion of the Monthly Payment due on the Due Date in the calendar month of acquisition, to the extent advanced by the Servicer and distributed pursuant to Section 4.01 on or before such date of determination, and (ii) the aggregate amount of REO Principal Amortization in respect of such REO Property for all previously ended calendar months, to the extent distributed pursuant to Section 4.01 on or before such date of determination; and (b) as of any date of determination coinciding with or subsequent to the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such REO Property would be distributed, zero.

“Stepdown Date”: The later to occur of (i) the earlier of (a) the first Distribution Date on which the aggregate Certificate Principal Balance of the Class A Certificates has been reduced to zero and (b) the Distribution Date occurring in October 2008 and (ii) the first Distribution Date on which the Credit Enhancement Percentage for the Class A Certificates (calculated for this purpose only after taking into account distributions of principal on the Mortgage Loans but prior to any distribution of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount to the Certificates then entitled to distributions of principal on such Distribution Date) is equal to or greater than 46.50%.

“Subordinate Certificate”: Any one of the Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, , Class M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates, Class B-1 Certificates, Class B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates and Class B-5 Certificates.

“Sub-Servicer”: Any Person with which the Servicer has entered into a Sub-Servicing Agreement and which meets the qualifications of a Sub-Servicer pursuant to Section 6.06.

“Sub-Servicing Account”: An account established by a Sub-Servicer which meets the requirements set forth in Section 6.11 and is otherwise acceptable to the Servicer.

“Sub-Servicing Agreement”: The written contract between the Servicer and a Sub-Servicer relating to servicing and administration of certain Mortgage Loans as provided in Section 6.06.

“Subsequent Recoveries”: As of any Distribution Date, unexpected amounts received by the Servicer (net of any related expenses permitted to be reimbursed pursuant to Section 3.04) specifically related to a Mortgage Loan that was the subject of a liquidation or an REO Disposition prior to the related Prepayment Period that resulted in a Realized Loss.

“Substitution Shortfall Amount”: As defined in Section 2.03(c).

“Supplemental Interest Trust”: The corpus of a New York common law trust created under New York law pursuant to Section 4.07 and designated as the “GE-WMC 2005-1

Supplemental Interest Trust”, consisting of the rights and liabilities under the Interest Rate Swap Agreement, the Class IO Interest and the right to receive payments in respect of the Class IO Distribution Amount. The Supplemental Interest Trust does not constitute a part of the Trust Fund.

“Supplemental Interest Trustee”: The Bank of New York, a New York banking corporation, or its successor in interest, or any successor Supplemental Interest Trustee appointed as herein provided.

“Swap LIBOR”: With respect to any Distribution Date, One-Month LIBOR as determined pursuant to the Interest Rate Swap Agreement.

“Swap Payment Allocation”: For a given Class of Certificates outstanding on any Distribution Date, a pro rata share of the amounts received by the Trust from the Swap Provider, if any, based on the outstanding Certificate Principal Balance of that Class on such Distribution Date.

“Swap Provider”: Bear Xxxxxxx Financial Products Inc.

“Swap Provider Trigger Event”: A Swap Termination Payment that is triggered upon: (i) an Event of Default under the Interest Rate Swap Agreement with respect to which the Swap Provider is a Defaulting Party (as defined in the Interest Rate Swap Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party (as defined in the Interest Rate Swap Agreement) or (iii) an Additional Termination Event under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party.

“Swap Termination Payment”: The payment due under the Interest Rate Swap Agreement upon the early termination of the Interest Rate Swap Agreement.

“Tax Returns”: The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of each REMIC in the Trust Fund due to its classification as a REMIC under the REMIC Provisions, together with any and all other information reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws.

“Tax Service Contract”: A transferable contract maintained for a Mortgaged Property with a tax service provider for the purpose of obtaining current information from local taxing authorities relating to such Mortgaged Property.

“Telerate Page 3750”: The display designated as page “3750” on Moneyline Telerate (or such other page as may replace page 3750 on that report for the purpose of displaying London interbank offered rates of major banks).

“Termination Price”: As defined in Section 9.01(a).

“Terminator”: As defined in Section 9.01(b).

“Transfer”: Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.

“Transferee”: Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.

“Transferor”: Any Person who is disposing by Transfer of any Ownership Interest in a Certificate.

“Trigger Event”: A Trigger Event is in effect with respect to a Distribution Date on and after the Stepdown Date if:

(a) the Delinquency Percentage for the Mortgage Loans exceeds the percentage set forth below of the Credit Enhancement Percentage for the Class A Certificates, if a class of Class A Certificates is outstanding, or the Credit Enhancement Percentage of the Class M-1 Certificates, if no class of Class A Certificates is then outstanding:

Most senior class outstanding	Delinquency Percentage
A	34.40%
M-1	41.10%

(b) the Cumulative Loss Percentage exceeds the applicable percentages set forth below with respect to such Distribution Date:

Distribution Date Occurring In	Percentage
October 2007 through September 2008	1.40% for the first month plus an additional 1/12^th of 1.75% for each month thereafter
October 2008 through September 2009	3.15% for the first month plus an additional 1/12^th of 1.80% for each month thereafter
October 2009 through September 2010	4.95% for the first month plus an additional 1/12^th of 1.40% for each month thereafter
October 2010 through September 2011	6.35% for the first month plus an additional 1/12^th of 0.75% for each month thereafter
October 2011 and thereafter	7.10%

“Trust”: The Trust created under this Agreement to be referred to as “GE-WMC Mortgage Securities Trust 2005-1.”

“Trust Fund”: Collectively, all of the assets of each Trust REMIC, Servicer Prepayment Charge Payment Amounts, the Net WAC Rate Carry Forward Reserve Account, and distributions made to the Supplemental Interest Trustee pursuant to the Interest Rate Swap Agreement and deposited in the Supplemental Interest Trust.

“Trust REMIC”: Each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI.

“Trustee”: The Bank of New York, a New York banking corporation, or its successor in interest, or any successor Trustee appointed as herein provided.

“Trustee Fee”: With respect to each Distribution Date, the sum of the following with respect to each Mortgage Loan: the product of the Trustee Fee Rate and the same principal amount on which interest on such Mortgage Loan accrues for the prior calendar month.

“Trustee Fee Rate”: 0.0031% per annum.

“Uncertificated Balance”: The uncertificated balance of any REMIC Regular Interest (other than REMIC II Regular Interest IO) outstanding as of any date of determination. As of the Closing Date, the Uncertificated Balance of each such REMIC Regular Interest shall equal the amount set forth in the Preliminary Statement hereto as its initial uncertificated balance. On each Distribution Date, the Uncertificated Balance of each such REMIC Regular Interest shall be reduced by all distributions of principal made on such REMIC Regular Interest on such Distribution Date pursuant to Section 4.01 and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses as provided in Section 4.04. The Uncertificated Balance of REMIC II Regular Interest ZZ shall be increased by interest deferrals as provided in Section 4.01(a)(3). The Uncertificated Balance of each REMIC Regular Interest shall never be less than zero. With respect to the Class C Interest as of any date of determination, an amount equal to the excess, if any, of (A) the then aggregate Uncertificated Balance of the REMIC II Regular Interests over (B) the then aggregate Certificate Principal Balance of the Class A Certificates and the Subordinate Certificates and the Uncertificated Balance of the Class P Interest then outstanding.

“Uncertificated Interest”: With respect to any REMIC I Regular Interest or REMIC II Regular Interest for any Distribution Date, one month’s interest at the REMIC I Remittance Rate or REMIC II Remittance Rate, as applicable, on such REMIC Regular Interest for such Distribution Date, accrued on the Uncertificated Balance or Uncertificated Notional Amount thereof immediately prior to such Distribution Date. Uncertificated Interest in respect of any REMIC II Regular Interest shall accrue on the basis of a 360-day year consisting of twelve 30-day months. Uncertificated Interest with respect to each Distribution Date shall be reduced by an amount equal to the sum of (a) the aggregate Prepayment Interest Shortfall, if any, for such Distribution Date to the extent not covered by payments pursuant to Section 4.03(e) and (b) the aggregate amount of any Relief Act Interest Shortfall, if any, allocated in each case to each REMIC I Regular Interest and REMIC II Regular Interest pursuant to Section 1.02.

“Uncertificated Notional Amount”: With respect to the Class C Interest and any Distribution Date, an amount equal to the aggregate Uncertificated Balance of the REMIC II Regular Interests for such Distribution Date.

With respect to REMIC II Regular Interest IO and each Distribution Date listed below, the aggregate Uncertificated Balance of the REMIC I Regular Interests ending with the designation “A” listed below:

Distribution Date	REMIC I Regular Interests
1	I-1-A through I-52-A and II-1-A through II-52-A

2	I-2-A through I-52-A and II-2-A through II-52-A
3	I-3-A through I-52-A and II-3-A through II-52-A
4	I-4-A through I-52-A and II-4-A through II-52-A
5	I-5-A through I-52-A and II-5-A through II-52-A
6	I-6-A through I-52-A and II-6-A through II-52-A
7	I-7-A through I-52-A and II-7-A through II-52-A
8	I-8-A through I-52-A and II-8-A through II-52-A
9	I-9-A through I-52-A and II-9-A through II-52-A
10	I-10-A through I-52-A and II-10-A through II-52-A
11	I-11-A through I-52-A and II-11-A through II-52-A
12	I-12-A through I-52-A and II-12-A through II-52-A
13	I-13-A through I-52-A and II-13-A through II-52-A
14	I-14-A through I-52-A and II-14-A through II-52-A
15	I-15-A through I-52-A and II-15-A through II-52-A
16	I-16-A through I-52-A and II-16-A through II-52-A
17	I-17-A through I-52-A and II-17-A through II-52-A
18	I-18-A through I-52-A and II-18-A through II-52-A
19	I-19-A through I-52-A and II-19-A through II-52-A
20	I-20-A through I-52-A and II-20-A through II-52-A
21	I-21-A through I-52-A and II-21-A through II-52-A
22	I-22-A through I-52-A and II-22-A through II-52-A
23	I-23-A through I-52-A and II-23-A through II-52-A
24	I-24-A through I-52-A and II-24-A through II-52-A
25	I-25-A through I-52-A and II-25-A through II-52-A
26	I-26-A through I-52-A and II-26-A through II-52-A
27	I-27-A through I-52-A and II-27-A through II-52-A
28	I-28-A through I-52-A and II-28-A through II-52-A
29	I-29-A through I-52-A and II-29-A through II-52-A
30	I-30-A through I-52-A and II-30-A through II-52-A
31	I-31-A through I-52-A and II-31-A through II-52-A
32	I-32-A through I-52-A and II-32-A through II-52-A
33-36	I-33-A through I-52-A and II-33-A through II-52-A
37	I-34-A through I-52-A and II-34-A through II-52-A
38	I-35-A through I-52-A and II-35-A through II-52-A
39	I-36-A through I-52-A and II-36-A through II-52-A
40	I-37-A through I-52-A and II-37-A through II-52-A
41	I-38-A through I-52-A and II-38-A through II-52-A
42	I-39-A through I-52-A and II-39-A through II-52-A
43	I-40-A through I-52-A and II-40-A through II-52-A
44	I-41-A through I-52-A and II-41-A through II-52-A
45	I-42-A through I-52-A and II-42-A through II-52-A
46	I-43-A through I-52-A and II-43-A through II-52-A
47	I-44-A through I-52-A and II-44-A through II-52-A
48	I-45-A through I-52-A and II-45-A through II-52-A
49	I-46-A through I-52-A and II-46-A through II-52-A
50	I-47-A through I-52-A and II-47-A through II-52-A
51	I-48-A through I-52-A and II-48-A through II-52-A
52	I-49-A through I-52-A and II-49-A through II-52-A
53	I-50-A through I-52-A and II-50-A through II-52-A
54	I-51-A through I-52-A and II-51-A through II-52-A
55	I-52-A and II-52-A
thereafter	$0.00

With respect to the Class IO Interest and any Distribution Date, an amount equal to the Uncertificated Notional Amount of the REMIC II Regular Interest IO. With respect to REMIC VI Regular Interest IO, an amount equal to the Uncertificated Notional Amount of the Class IO Interest.

“Uninsured Cause”: Any cause of damage to a Mortgaged Property such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies required to be maintained pursuant to Section 3.08.

“United States Person”: A citizen or resident of the United States, a corporation, partnership or other entity created or organized in, or under the laws of, the United States, any state thereof or the District of Columbia (except, in the case of a partnership, to the extent provided in regulations); provided that, solely for purposes of the restrictions on the transfer of Residual Certificates, no partnership or other entity treated as a partnership for United States federal income tax purposes shall be treated as a United States Person unless all persons that own an interest in such partnership either directly or through any entity that is not a corporation for United States federal income tax purposes are required by the applicable operative agreement to be United States Persons, or an estate whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust. To the extent prescribed in regulations by the Secretary of the Treasury, which have not yet been issued, a trust which was in existence on August 20, 1996 (other than a trust treated as owned by the grantor under subpart E of part I of subchapter J of chapter 1 of the Code), and which was treated as a United States person on August 20, 1996 may elect to continue to be treated as a United States person notwithstanding the previous sentence. The term “United States” shall have the meaning set forth in Section 7701 of the Code.

“Value”: With respect to any Mortgaged Property, the lesser of (i) the value thereof as determined by an appraisal made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who met the minimum requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, and (ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan, provided, however, in the case of a Refinanced Mortgage Loan, such value of the Mortgaged Property is based solely upon the value determined by an appraisal made for the originator of such Refinanced Mortgage Loan at the time of origination of such Refinanced Mortgage Loan by an appraiser who met the minimum requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 or, subject to the Originator’s underwriting guidelines, an insured automated valuation model.

“Voting Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. With respect to any date of determination, 97% of all Voting Rights shall be allocated among the Holders of the Class A Certificates, the Subordinate Certificates and the Class C Certificates in proportion to the then outstanding Certificate Principal Balances of their respective Certificates, 1% of all Voting Rights shall be allocated to the Holders of the Class P Certificates and 1% of all Voting Rights shall be allocated among the Holders of the Residual Certificates. The Voting Rights allocated to each Class of Certificate shall be allocated among Holders of each such Class in accordance with their respective Percentage Interests as of the most recent Record Date; provided that any Certificate registered in the name of the Depositor, the Seller or the Originator or any Affiliate thereof shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account

in determining whether the requisite percentage of Voting Rights necessary to effect any such consent has been obtained, except as otherwise provided in Section 11.01.

SECTION 1.02.

Allocation of Certain Interest Shortfalls.

For purposes of calculating the amount of Accrued Certificate Interest and the amount of the Interest Distribution Amount for the Class A Certificates, the Subordinate Certificates and the Class C Certificates for any Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the Servicer pursuant to Section 4.03(e)) and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first, to reduce the interest accrued on the Class C Interest to the extent of one month’s interest at the applicable Pass-Through Rate on the Uncertificated Notional Amount of such interest and thereafter, among the Class A Certificates and the Subordinate Certificates on a pro rata basis based on, and to the extent of, one month’s interest at the then applicable respective Pass-Through Rates on the respective Certificate Principal Balances of each such Certificate.

For purposes of calculating the amount of Uncertificated Interest for the REMIC I Group I Regular Interests for any Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the Servicer pursuant to Section 4.03(e)) and any Relief Act Interest Shortfalls incurred in respect of the Group I Mortgage Loans for any Distribution Date shall be allocated first, to REMIC I Group I Regular Interests ending with the designation “B”, REMIC I Regular Interest I-OC and REMIC I Regular Interest I-P, pro rata, based on, and to the extent of, one month’s interest at the then applicable respective REMIC I Remittance Rates on the respective Uncertificated Balances of each such REMIC I Regular Interest, and then, to REMIC I Group I Regular Interests ending with the designation “A”, pro rata, based on, and to the extent of, one month’s interest at the then applicable respective REMIC I Remittance Rates on the respective Uncertificated Balances of each such REMIC I Regular Interest. For purposes of calculating the amount of Uncertificated Interest for the REMIC I Group II Regular Interests for any Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the Servicer pursuant to Section 4.03(e)) and any Relief Act Interest Shortfalls incurred in respect of the Group II Mortgage Loans for any Distribution Date shall be allocated first, to REMIC I Group II Regular Interests ending with the designation “B”, REMIC I Regular Interest II-OC and REMIC I Regular Interest II-P, pro rata, based on, and to the extent of, one month’s interest at the then applicable respective REMIC I Remittance Rates on the respective Uncertificated Balances of each such REMIC I Regular Interest, and then, to REMIC I Group II Regular Interests ending with the designation “A”, pro rata, based on, and to the extent of, one month’s interest at the then applicable respective REMIC I Remittance Rates on the respective Uncertificated Balances of each such REMIC I Regular Interest.

For purposes of calculating the amount of Uncertificated Interest for the REMIC II Regular Interests for any Distribution Date, the REMIC II Marker Allocation Percentage of the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the Servicer pursuant to Section 4.03(e)) and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first, to Uncertificated Interest payable to REMIC II Regular Interest AA and REMIC II Regular Interest ZZ up to an

aggregate amount equal to the REMIC II Interest Loss Allocation Amount, 98% and 2%, respectively, and thereafter among REMIC II Regular Interest AA, REMIC II Regular Interest A-1, REMIC II Regular Interest A-2a, REMIC II Regular Interest A-2b, REMIC II Regular Interest A-2c, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest B-1, REMIC II Regular Interest B-2, REMIC II Regular Interest B-3, REMIC II Regular Interest B-4, REMIC II Regular Interest B-5 and REMIC II Regular Interest ZZ, pro rata, based on, and to the extent of, one month’s interest at the then applicable respective REMIC II Remittance Rates on the respective Uncertificated Balances of each such REMIC II Regular Interest.

For purposes of calculating the amount of Uncertificated Interest for the REMIC II Regular Interests for any Distribution Date, the REMIC II Sub WAC Allocation Percentage of the aggregate amount of any Prepayment Interest Shortfalls (to the extent not covered by payments by the Servicer pursuant to Section 4.03(e)) and the REMIC II Sub WAC Allocation Percentage of any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated to Uncertificated Interest payable to REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC II Regular Interest XX, pro rata, based on, and to the extent of, one month’s interest at the then applicable respective REMIC II Remittance Rates on the respective Uncertificated Balances of each such REMIC II Regular Interest.

SECTION 1.03.

Rights of the NIMS Insurer.

(a) Each of the rights of the NIMS Insurer set forth in this Agreement shall exist so long as (i) the NIMS Insurer has undertaken to guarantee certain payments of notes issued pursuant to an Indenture (the “Insured Notes”) and (ii) any series of Insured Notes issued pursuant to one or more Indentures remain outstanding or the NIMS Insurer is owed amounts in respect of its guarantee of payment on such Insured 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 Insured 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 Insured Notes.

(b) In addition to the specific rights of the NIMS Insurer identified in this Agreement but subject to the provisions of Section 8.01(iii) and Section 8.02(a)(v), the NIMS Insurer shall have the right to direct the Trustee relating to the exercise of any remedy available to the Trustee or the exercise of any power conferred on the Trustee pursuant to this Agreement.

(c) The Depositor shall notify the Servicer of the appointment of a NIMS Insurer immediately following such appointment. The Servicer shall not be under any obligation to provide notice or to deliver any document hereunder unless it has received notice of the appointment of a NIMS Insurer hereunder.

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 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 the Mortgage Loans identified on the Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreements (including, without limitation, the Depositor’s right in the representations and warranties and the repurchase obligations of the Originator and the Seller contained therein), all other assets included or to be included in REMIC I, payments made to the Supplemental Interest Trustee by the Swap Provider pursuant to the Interest Rate Swap Agreement and the Supplemental Interest Trust. Such assignment includes all interest and principal received by or on behalf of the Depositor or the Servicer on or with respect to the Mortgage Loans (other than payments of principal and interest due on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreements, and the Trustee on behalf of the Certificateholders, acknowledges receipt of the same. All funds received by the Trustee or the Servicer in connection with a Mortgage Loan in respect of principal and interest due on such Mortgage Loans on or before the Cut-off Date shall be held by the Trustee or Servicer in trust for the Depositor and shall be forwarded to the Depositor promptly following the date of receipt.

In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Custodian on behalf of the Trustee the following documents or instruments with respect to each Mortgage Loan so transferred and assigned, and the Depositor shall, in accordance with Section 2.09, deliver or cause to be delivered to the Custodian, the following documents or instruments (a “Mortgage File”):

(i) the original Mortgage Note, with all riders, endorsed in blank, without recourse, or in the following form: “Pay to the order of The Bank of New York, as Trustee for the Holders of the GE-WMC Asset-Backed Pass-Through Certificates, Series 2005-1 under the applicable agreement, without recourse,” with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee, or with respect to any lost Mortgage Note, an original Lost Note Affidavit; provided however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2% of the Pool Balance as of the Cut-off Date;

(ii) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original Mortgage, with all riders, with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the recorded power of attorney, if the

Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon;

(iii) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, an original Assignment assigned in blank, without recourse;

(iv) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original recorded intervening Assignment or Assignments showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii) or the original unrecorded intervening Assignments;

(v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and

(vi) the original lender’s title insurance policy or an attorney’s opinion of title or similar guarantee of title acceptable to mortgage lenders generally in the jurisdiction where the Mortgaged Property is located, together with all endorsements or riders which were issued with or subsequent to the issuance of such policy, or in the event such original title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company.

In addition, in connection with the assignment of any MERS Mortgage Loan, the Depositor agrees that it will cause, at its expense, the MERS® System to indicate that such Mortgage Loans have been assigned by the Depositor to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the information required by the MERS® System to identify the series of the Certificates issued in connection with such Mortgage Loans. The Depositor further agrees that it will not, and will not permit the Servicer to, and the Servicer agrees that it will not, alter the information referenced in this paragraph with respect to any related Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement.

If any of the documents referred to in Sections 2.01(ii), (iii) or (iv) above has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, of a copy of each such document certified by the Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the Originator, delivery to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s title insurance policy was not delivered pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate

Custodian on behalf of the Trustee, promptly after receipt thereof, the original lender’s title insurance policy. The Depositor shall deliver or cause to be delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan.

The Originator shall promptly (and in no event later than thirty (30) Business Days, subject to extension upon a mutual agreement between the Originator and the Trustee), following the later of (i) the Closing Date, (ii) the date on which the Originator receives the Assignment from the Custodian and (iii) the date of receipt by the Originator of the recording information for a Mortgage, submit or cause to be submitted for recording, at no expense to the Trust Fund, the Servicer or the Trustee in the appropriate public office for real property records, each Assignment referred to in Sections 2.01(iii) and (iv) above and shall execute each original Assignment referred to in Section 2.01(iii) above in the following form: “The Bank of New York, as Trustee for the Holders of the GE-WMC Asset-Backed Pass-Through Certificates, Series 2005-1 under the applicable agreement.” In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Originator shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded.

Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided further, however, each Assignment shall be submitted for recording by the Originator in the manner described above, at no expense to the Trust Fund, the Servicer or the Trustee, upon the earliest to occur of: (i) direction by Holders of Certificates entitled to at least 25% of the Voting Rights or the NIMS Insurer, (ii) [reserved], (iii) the occurrence of a bankruptcy or insolvency relating to the Originator, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) with respect to any Assignments, the payment in full of the related Mortgage Note. Notwithstanding the foregoing, if the Originator is unable to pay the cost of recording the Assignments, such expense shall be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense.

In the event that any Assignments are not recorded or are improperly recorded, the Servicer shall have no liability for its failure to receive or act on notices not received relating to such failure to record or the improper recording of such Assignments. The Originator shall be required to forward all notices regarding Assignments it receives to the Servicer. In the event that the Trust Fund or the Servicer suffers a loss directly related to the Originator’s failure to forward such notices, the Originator shall be required to reimburse and indemnify the Servicer and/or the Trust Fund for such loss.

All original documents relating to the Mortgage Loans that are not delivered to the Trustee, or to the appropriate Custodian on behalf of the Trustee, are and shall be held by or

on behalf of the Originator, the Seller, the Depositor or the Servicer, as the case may be, in trust for the benefit of the Trustee on behalf of the Certificateholders. In the event that any such original document is required pursuant to the terms of this Section to be a part of a Mortgage File, such document shall be delivered promptly to the Trustee, or to the appropriate Custodian on behalf of the Trustee. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Servicer.

In addition, the Depositor, on the Closing Date, shall deliver to the Trustee for deposit into the Distribution Account the Group I Cash Deposit and the Group II Cash Deposit.

SECTION 2.02.

Acceptance of REMIC I by the Trustee.

Subject to the provisions of Section 2.01 and subject to any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement, receipt by the respective Custodian as the duly appointed agent of the Trustee) of the documents referred to in Section 2.01 (other than such documents described in Section 2.01(v)) above and all interests and all other assets included in the definition of “REMIC I” under clauses (i), (iii), (iv) and (v) (to the extent of amounts deposited into the Distribution Account) and declares that it, or such Custodian as its agent, holds and shall hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or shall hold all such assets and such other assets included in the definition of “REMIC I” in trust for the exclusive use and benefit of all present and future Certificateholders.

On or prior to the Closing Date, the Trustee agrees, for the benefit of the Certificateholders, to execute and deliver (or cause the Custodian to execute and deliver) to each of the Depositor, the Servicer and the NIMS Insurer an acknowledgment of receipt of the Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit C-3 hereto.

The Trustee agrees, for the benefit of the Certificateholders, to review (or cause a Custodian on its behalf to review) each Mortgage Note within 45 days of the Closing Date and to certify in substantially the form attached hereto as Exhibit C-1 (or cause the Custodian to certify in the form of the Initial Certification attached to the Custodial Agreement) 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 constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to it pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by it or such Custodian and are not mutilated, torn or defaced unless initialed by the related borrower and relate to such Mortgage Loan, (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) through (3), (6), (9), (10), (13), (15) and (19) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee or such Custodian was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether

they are genuine, enforceable, or appropriate for the represented purpose or whether they have actually been recorded or that they are other than what they purport to be on their face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01.

Prior to the first anniversary date of this Agreement the Trustee shall deliver (or cause the Custodian to deliver) to the Depositor, the Servicer and the NIMS Insurer a final certification in the form annexed hereto as Exhibit C-2 (or shall cause the Custodian to deliver to the Trustee, the Depositor, the Servicer and the NIMS Insurer a final certification in the form attached to the Custodial Agreement) evidencing the completeness of the Mortgage Files, with any applicable exceptions noted thereon, with respect to all of the Mortgage Loans. Upon the request of the Servicer, any exception report related to the final certification shall be provided in an electronic computer readable format as mutually agreed upon by the Servicer, the Depositor and the Trustee (or the Custodian on behalf of the Trustee).

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 any Custodian finds any document or documents constituting a part of a Mortgage File to be missing, mutilated, torn or defaced or does not conform to the requirements identified above, at the conclusion of its review the Trustee (or the Custodian on behalf of the Trustee) shall so notify the Depositor, the Servicer and the NIMS Insurer. In addition, upon the discovery by the Depositor, the Servicer, the Trustee or the NIMS Insurer of a breach of any of the representations and warranties made by the Originator in the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects the value of 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 Trustee (or the Custodian on behalf of the Trustee) shall, at the written request and expense of any Certificateholder or Certificate Owner, provide a written report to such Certificateholder or Certificate Owner, of all Mortgage Files received by the Trustee and released to the Servicer for servicing purposes.

The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws.

SECTION 2.03.

Repurchase or Substitution of Mortgage Loans by the Originator, the Seller or the Depositor; Payment of Prepayment Charge Payment Amounts.

(a) Upon discovery or receipt of notice (including notice under Section 2.02) of any materially defective document in, or that a document is missing from, the Mortgage File or of the breach by the Originator of any representation, warranty or covenant under the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which materially adversely affects the value of such Mortgage Loan or the interest therein of the Certificateholders, the Trustee shall promptly notify the Originator, the Servicer and the NIMS Insurer of such defect, missing document or breach and request that the Originator deliver such

missing document or cure such defect or breach within 90 days from the date the Originator had knowledge or was notified of such missing document, defect or breach, and if the Originator does not deliver such missing document or cure such defect or breach in all material respects during such period, the Trustee shall enforce the obligations of the Originator under the related Mortgage Loan Purchase Agreement to repurchase such Mortgage Loan from REMIC I at the Purchase Price within 90 days after the date on which the Originator was notified (subject to Section 2.03(d)) of such missing document, defect or breach, if and to the extent that the Seller or Originator is obligated to do so under the related Mortgage Loan Purchase Agreement. The Purchase Price for the repurchased Mortgage Loan shall be deposited in the Collection Account, and the Trustee (or the Custodian on behalf of the Trustee), upon receipt of written certification from the Servicer of such deposit, shall release to the Originator the related Mortgage File and shall request the Trustee to (and the Trustee (or the Custodian on behalf of the Trustee) shall) execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Originator shall furnish to it and as shall be necessary to vest in the Originator any Mortgage Loan released pursuant hereto and the Trustee shall not have any further responsibility with regard to such Mortgage File. In lieu of repurchasing any such Mortgage Loan as provided above, if so provided in the related Mortgage Loan Purchase Agreement, the Originator may cause such Mortgage Loan to be removed from REMIC I (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(c). It is understood and agreed that the obligation of the Originator to cure or to repurchase (or to substitute for) any Mortgage Loan as to which a document is missing, a material defect in a document exists or as to which a breach described above has occurred and is continuing shall constitute the sole remedy respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders.

(b)(i) Promptly upon 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 value of any Mortgage Loan or the interests of the Certificateholders in any Mortgage Loan, the Servicer shall cure such breach in all material respects.

(ii) Notwithstanding the provisions of Section 2.03(b)(i) above, if the Servicer has waived all or a portion of a Prepayment Charge, other than as provided in Section 3.01 hereof, the Servicer shall deliver to the Trustee as soon as possible after the date of payoff, but in no event later than five Business Days from such date, for deposit into the Distribution Account the amount of such Prepayment Charge (or such portion thereof as had been waived) for distribution in accordance with the terms of this Agreement.

(c) Any substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.03(a), in the case of the Originator, or Section 2.03(b), in the case of the Depositor, must be effected prior to the date which is two years after the Startup Day for REMIC I.

As to any Deleted Mortgage Loan for which the Originator, the Seller or the Depositor substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected by the Originator, the Seller or the Depositor, as the case may be, delivering to the

Trustee (or the Custodian on behalf of the Trustee), for such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other documents and agreements, with all necessary endorsements thereon, as are required by Section 2.01, together with an Officers’ Certificate providing that each such Qualified Substitute Mortgage Loan satisfies the definition thereof and specifying the Substitution Shortfall Amount (as described below), if any, in connection with such substitution. The Trustee (or the Custodian on behalf of the Trustee) shall acknowledge receipt for such Qualified Substitute Mortgage Loan or Loans and, within ten Business Days thereafter, review such documents as specified in Section 2.02 and deliver to the Depositor, the Servicer and the NIMS Insurer, with respect to such Qualified Substitute Mortgage Loan or Loans, a certification substantially in the form attached hereto as Exhibit C-1, with any applicable exceptions noted thereon. Within one year of the date of substitution, the Trustee (or the Custodian on behalf of the Trustee) shall deliver to the Depositor, the Servicer and the NIMS Insurer a certification substantially in the form of Exhibit C-2 hereto with respect to such Qualified Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of REMIC I and shall be retained by the Depositor, the Originator or the Seller, as the case may be. For the month of substitution, distributions to Certificateholders shall reflect the Monthly Payment due on such Deleted Mortgage Loan on or before the Due Date in the month 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 Deleted Mortgage Loan. The Depositor shall give or cause to be given written notice to the Certificateholders, the Servicer and the NIMS Insurer that such substitution has taken place, shall amend the Mortgage Loan Schedule and, if applicable, the Prepayment Charge Schedule, to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans and shall deliver a copy of such amended Mortgage Loan Schedule to the Trustee, the Servicer and the NIMS Insurer. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and, in the case of a substitution effected by the Originator, the related Mortgage Loan Purchase Agreement, including all applicable representations and warranties thereof.

For any month in which the Depositor, the Seller or the Originator substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Originator or the Trustee shall determine the amount (the “Substitution Shortfall Amount”), if any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate of, as to each such Qualified Substitute Mortgage Loan, the Scheduled Principal Balance thereof as of the date of substitution, together with one month’s interest on such Scheduled Principal Balance at the applicable Net Mortgage Rate. On the date of such substitution, the Depositor, the Seller or the Originator, as the case may be, shall deliver or cause to be delivered to the Servicer for deposit in the Collection Account an amount equal to the Substitution Shortfall Amount, if any, and the Trustee, upon receipt of the related Qualified Substitute Mortgage Loan or Loans and certification by the Servicer of such deposit, shall cause the Custodian to release to the Depositor, the Seller or the Originator, as the case may be, the related Mortgage File or Files and shall request the Trustee to (and the Trustee (or the Custodian on behalf of the Trustee) shall) execute and deliver such instruments of transfer or assignment, in

each case without recourse, as Depositor, the Seller or the Originator, as the case may be, shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto.

In addition, Depositor, the Seller or the Originator, as the case may be, 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 shall not cause (a) any federal tax to be imposed on any Trust REMIC, including without limitation, any federal tax imposed on “prohibited transactions” under Section 860F(a)(1) of the Code or on “contributions after the startup date” under Section 860G(d)(1) of the Code, or (b) any Trust REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding.

(d) Upon discovery by the Depositor, the Originator, the Servicer, the Trustee, the Supplemental Interest Trustee or the NIMS Insurer that any Mortgage Loan does not constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, the party discovering such fact shall within two Business Days give written notice thereof to the other parties. In connection therewith, the Originator, the Seller or the Depositor shall repurchase or, subject to the limitations set forth in Section 2.03(c), substitute one or more Qualified Substitute Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Such repurchase or substitution shall be made by the Originator. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.03(a). The Trustee shall reconvey to the Depositor, the Seller or the Originator, as the case may be, the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty.

SECTION 2.04.	[Reserved].
SECTION 2.05.	Representations, Warranties and Covenants of the Servicer.

The Servicer hereby represents, warrants and covenants to the Trustee, for the benefit of each of the Trustee, the Supplemental Interest Trustee, the Certificateholders and the Depositor that as of the Closing Date or as of such date specifically provided herein:

(i) The Servicer is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Servicer in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such State, to the extent necessary to ensure its ability to enforce each Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Agreement;

(ii) The Servicer has the full power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary corporate action on the part of the Servicer the execution, delivery and performance of

this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the Depositor and the Trustee, constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms, except to the extent that (a) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought;

(iii) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of the Servicer and shall not (A) result in a breach of any term or provision of the organizational documents of the Servicer or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which the Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Servicer of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Servicer; and the Servicer is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to the Servicer’s knowledge, would in the future materially and adversely affect, (x) the ability of the Servicer to perform its obligations under this Agreement or (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole;

(iv) The Servicer is an approved servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing and is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act;

(v) No litigation is pending, or to the best of the Servicer’s knowledge threatened, against the Servicer that would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Servicer to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof;

(vi) There are no actions or proceedings against, or investigations known to it of, the Servicer before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Servicer of its obligations under, or validity or enforceability of, this Agreement;

(vii) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of, or compliance by the Servicer with, this Agreement or the consummation of the

transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date;

(viii) The Servicer shall furnish, in accordance with 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 Trans Union Credit Information company or their successors on a monthly basis;

(ix) The Servicer is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS;

(x) The information set forth in the monthly tape provided to the Trustee or any of its Affiliates shall be true and correct in all material respects;

(xi) The Servicer shall transmit full-file credit reporting data for each Mortgage Loan pursuant to Xxxxxx Mae Guide Announcement 95-19 and that for each Mortgage Loan, the Servicer agrees it shall report one of the following statuses each month as follows: new origination, current, delinquent (30-59 days, 60-89 days, 90-119 days, 120 or more days, etc.), foreclosed, in bankruptcy or charged-off;

(xii) The Servicer has the facilities, procedures, and experienced personnel necessary for the sound servicing of the Mortgage Loans;

(xiii) The Servicer acknowledges and agrees that the Servicing Fee represents reasonable compensation for performing such services;

(xiv) 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;

(xv) The written statements, reports and other documents prepared and furnished or to be prepared and furnished by the Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading; and

(xvi) The Servicer possesses all licenses, permits and approvals necessary to Service the Mortgage Loans in accordance with the Servicing Standard set forth in Section 3.01, pursuant to the terms and provision of this Agreement and all applicable laws, and to the best of Servicer’s knowledge, all such permits, licenses and approvals are in full force and effect and none have been suspended or revoked, and there are presently pending or, to the Servicer’s knowledge, threatened no proceedings to suspend, terminate, restrict or revoke any such permits, license or approvals.

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 to a Custodian, as the case may be, and shall inure to the benefit of the Trustee, the Supplemental

Interest Trustee, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the Servicer, the Trustee, the Supplemental Interest Trustee or the NIMS Insurer of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan, Prepayment Charge or the interests therein of the Certificateholders, the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) to the Trustee, the Supplemental Interest Trustee, the Depositor and the NIMS Insurer. Subject to Section 7.01, the obligation of the Servicer set forth in Section 2.03(b) to cure breaches (or in the case of the representations, warranties and covenants set forth in Section 2.05(vii) and Section 2.05(viii) above, to otherwise remedy such breaches pursuant to Section 2.03(b)) shall constitute the sole remedies against the Servicer available to the Certificateholders, the Depositor, the Supplemental Interest Trustee or the Trustee on behalf of the Certificateholders respecting a breach of the representations, warranties and covenants contained in this Section 2.05.

SECTION 2.06.

Issuance of the REMIC I Regular Interests and the Class R-I Interest.

The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery to it or the Custodian of the Mortgage Files, subject to the provisions of Section 2.01 and Section 2.02, together with the assignment to it of all other assets included in REMIC I, the receipt of which is hereby acknowledged. Concurrently with such assignment and delivery and in exchange therefor, the Trustee, pursuant to the written request of the Depositor executed by an officer of the Depositor, has executed, authenticated and delivered to or upon the order of the Depositor, the Class R-I Interest in authorized denominations. The interests evidenced by the Class R-I Interest, together with the REMIC I Regular Interests, constitute the entire beneficial ownership interest in REMIC I. The rights of the Class R Certificateholders and REMIC II (as holder of the REMIC I Regular Interests) to receive distributions from the proceeds of REMIC I in respect of the Class R-I Interest and the REMIC I Regular Interests, respectively, and all ownership interests evidenced or constituted by the Class R-I Interest and the REMIC I Regular Interests, shall be as set forth in this Agreement.

SECTION 2.07.

Conveyance of the REMIC I Regular Interests; Acceptance of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC VI by the Trustee.

(a) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the assets described in the definition of REMIC I for the benefit of the holders of the REMIC I Regular Interests (which are uncertificated) and the Class R Certificates (in respect of the Class R-I Interest). The Trustee acknowledges receipt of the assets described in the definition of REMIC I and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the holders of the REMIC I Regular Interests and the Class R Certificates (in respect of the Class R-I Interest). The interests evidenced by the Class R-I Interest, together with the REMIC I Regular Interests, constitute the entire beneficial ownership interest in REMIC I.

(b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC I Regular Interests (which are uncertificated) for the benefit of the holders of the REMIC II Regular Interests and the Class R Certificates (in respect of the Class R-II Interest). The Trustee acknowledges receipt of the REMIC I Regular Interests and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the holders of the REMIC II Regular Interests and the Class R Certificates (in respect of the Class R-II Interest). The interests evidenced by the Class R-II Interest, together with the REMIC II Regular Interests, constitute the entire beneficial ownership interest in REMIC II.

(c) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC II Regular Interests (which are uncertificated) for the benefit of the holders of the REMIC III Regular Interests and the Class R Certificates (in respect of the Class R-III Interest). The Trustee acknowledges receipt of the REMIC II Regular Interests and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the holders of the REMIC III Regular Interests and the Class R Certificates (in respect of the Class R-III Interest). The interests evidenced by the Class R-III Interest, together with the REMIC III Regular Interests, constitute the entire beneficial ownership interest in REMIC III.

(c) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class C Interest (which is uncertificated) for the benefit of the Holders of the Class C Certificates and the Class R-X Certificates (in respect of the Class R-IV Interest). The Trustee acknowledges receipt of the Class C Interest and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the Class C Certificates and the Class R-X Certificates (in respect of the Class R-IV Interest). The interests evidenced by the Class R-IV Interest and the Class C Certificates, constitute the entire beneficial ownership interest in REMIC IV.

(d) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class P Interest (which is uncertificated) for the benefit of the Holders of the Class P Certificates and the Class R-X Certificates (in respect of the Class R-V Interest). The Trustee acknowledges receipt of the Class P Interest and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the Holders of the Class P Certificates and the Class R-X Certificates (in respect of the Class R-V Interest). The interests evidenced by the Class R-V Interest, together with the Class P Certificates, constitute the entire beneficial ownership interest in REMIC V.

(e) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class IO Interest (which is uncertificated) for the benefit of the holders of REMIC VI Regular Interest IO and the Class R-X Certificates (in respect of the Class R-VI Interest). The Trustee acknowledges receipt of the

Class IO Interest and declares that it holds and shall hold the same in trust for the exclusive use and benefit of the holders of REMIC VI Regular Interest IO and the Class R-X Certificates (in respect of the Class R-VI Interest). The interests evidenced by the Class R-VI Interest, together with REMIC VI Regular Interest IO, constitute the entire beneficial ownership interest in REMIC VI.

SECTION 2.08.

Issuance of Class R Certificates and Class R-X Certificates.

The Trustee acknowledges the assignment to it of the REMIC I Regular Interests and, concurrently therewith and in exchange therefor, pursuant to the written request of the Depositor executed by an officer of the Depositor, the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Class R Certificates in authorized denominations. The interests evidenced by the Class R Certificates, together with the REMIC I Regular Interests, REMIC II Regular Interests and the REMIC III Regular Interests constitute the entire beneficial ownership interest in REMIC I, REMIC II and REMIC III.

The Trustee acknowledges the assignment to it of the Class C Interest, the Class P Interest and the Class IO Interest and, concurrently therewith and in exchange therefor, pursuant to the written request of the Depositor executed by an officer of the Depositor, the Trustee has executed, authenticated and delivered to or upon the order of the Depositor, the Class R-X Certificates in authorized denominations. The interests evidenced by the Class R-X Certificates, together with the Class C Certificates, the Class P Certificates and REMIC VI Regular Interest IO, constitute the entire beneficial ownership interest in REMIC IV, REMIC V and REMIC VI.

ARTICLE III

ADMINISTRATION AND SERVICING

OF THE MORTGAGE LOANS

SECTION 3.01.

Servicer to Act as Servicer.

The Servicer shall service and administer the Mortgage Loans on behalf of the Trustee and in the best interests of and for the benefit of the Certificateholders (as determined by the Servicer in its reasonable judgment) in accordance with (i) the terms of the respective Mortgage Loans and any insurance policies related thereto, (ii) all Applicable Regulations, (iii) the terms of this Agreement, and (iv) to the extent consistent with the preceding requirements, in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of prudent mortgage lenders and loan servicers administering similar mortgage loans but without regard to:

(i) any relationship that the Servicer, any Sub-Servicer or any Affiliate of the Servicer or any Sub-Servicer may have with the related Mortgagor;

(ii) the ownership or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer;

(iii) the Servicer’s obligation to make P&I Advances or Servicing Advances; or

(iv) the Servicer’s or any Sub-Servicer’s right to receive compensation for its services hereunder or with respect to any particular transaction (all of the foregoing, the “Servicing Standard”).

To the extent consistent with the foregoing the Servicer shall also seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes related to the Mortgage Loans. Subject only to the above-described Servicing Standard, the Servicer shall have full power and authority, acting alone or through Sub-Servicers as provided in Section 6.06, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer in its own name, on behalf of the Trustee, or in the name of a Sub-Servicer is hereby authorized and empowered by the Trustee to and shall, to the extent provided for under this Agreement and in accordance with the Servicing Standard, (i) execute and deliver, on behalf of the Certificateholders and the Trustee, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of forbearance, or of modification and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties, (ii) institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure to convert the ownership of such properties, and to hold or cause to be held title to such properties, in the name of the Trust Fund, on behalf of the Trustee and the Certificateholders, (iii) market, sell and transfer title of REO Properties held in the name of the Trust Fund to third party purchasers upon terms and conditions the Servicer deems reasonable under the Servicing Standard, (iv) bring or respond to civil actions or complaints (in its own name or that of the Trust Fund or the Trustee on behalf of the Trust Fund) related to any Mortgage Loan, Mortgaged Property or REO

Property held by the Trust Fund and (v) execute any other document necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder consistent with the Servicing Standard.

At the written request of the Servicer, the Trustee shall execute and furnish to the Servicer such documents as are necessary or appropriate and provided to the Trustee to enable the Servicer to carry out its servicing and administrative duties hereunder (including a power of attorney in the form of Exhibit I hereto). By execution of this Agreement, the Trustee, on behalf of the Trust Fund, hereby grants to the Servicer a power of attorney in the form of Exhibit I hereto, to execute any and all documents necessary to carry out any and all servicing duties described in this Agreement (including the taking of and transferring title of REO Properties to third parties held in the name of the Trustee for the benefit of the Trust) and expressly confirms that this paragraph along with the face page and a copy of the signature page (duly executed) to this Agreement shall constitute the power of attorney for evidentiary and/or recording purposes. The Trustee shall not under any circumstance be liable for the actions of the Servicer or any Sub-Servicers under such powers of attorney.

Consistent with the terms of this Agreement and with respect to any Mortgage Loan that is Delinquent or in default, 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 such waiver, modification, postponement or indulgence is in conformity with the Servicing Standard; provided, however, that:

(A) the Servicer shall not make future advances (except as provided in Section 4.03);

(B) the Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, defer or forgive the payment of any principal or interest payments, reduce the outstanding Stated Principal Balance (except for reductions resulting from actual payments of principal) or extend the final maturity date on such Mortgage Loan (unless as provided in Section 3.02, (i) the Mortgagor is Delinquent or (ii) the Mortgagor is in default or a default is reasonably foreseeable with respect to the Mortgage Loan); and

(C) the Servicer shall not permit any waiver, postponement or indulgence or consent to (i) partial releases of Mortgages, (ii) alterations, (iii) removal, demolition or division of properties subject to Mortgages, (iv) modification or (v) second mortgage subordination agreements with respect to any Mortgage Loan that in any case would: (i) affect adversely the status of any Trust REMIC as a REMIC, (ii) cause any Trust REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions, or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (y) cause any Trust REMIC constituting part of the Trust Fund to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions” after the Startup Day under the REMIC Provisions.

(D) for Principal Prepayments in full, the Servicer shall not waive any Prepayment Charge or part of a Prepayment Charge unless, (i) the enforceability thereof shall have been limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally, (ii) the collectability thereof shall have been limited due to acceleration in connection with a foreclosure or other involuntary payment or otherwise limited or prohibited by applicable law, (iii) in the Servicer’s reasonable judgment, as described in this Section 3.01, (x) such waiver relates to a default or a Mortgage Loan that is Delinquent, (y) such waiver would maximize recovery of total proceeds taking into account the value of such Prepayment Charge and related Mortgage Loan and (z) doing so is standard and customary in servicing similar Mortgage Loans (including any waiver of a Prepayment Charge in connection with a refinancing of a Mortgage Loan that is related to a default or a Mortgage Loan that is Delinquent), (iv) the collection of such Prepayment Charge would be considered “predatory” pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters, or (v) the Servicer has requested from the Depositor or the Originator sufficient information to enable it to collect the Prepayment Charge and such information has not been provided. In no event shall the Servicer waive a Prepayment Charge in connection with a repayment or a refinancing of a Mortgage Loan that is not Delinquent or related to a default;

The Servicer may delegate any of its responsibilities under this Agreement; provided, however, that no such delegation shall release the Servicer from the responsibilities or liabilities arising under this Agreement. All references to Servicer in this Agreement shall be deemed to include any Sub-Servicer duly appointed by the Servicer pursuant to this Agreement.

Consistent with the foregoing and this Agreement, the Servicer shall seek to maximize the collection of amounts due, and minimize losses that might be incurred, in connection with any Mortgage Loan. For any Delinquent or defaulted Mortgage Loan, the Servicer (a) shall pursue collection from the related Mortgagor of all amounts due under the terms of such Mortgage Loan, (b) at such time as in the reasonable judgment of the Servicer such collection efforts have been exhausted, the Servicer shall consider other workout activities pursuant to Section 3.02 to maximize collections and minimize losses, and (c) at such time as in the reasonable judgment of the Servicer such workout activities have been exhausted, the Servicer shall seek all other remedies that in its best judgment are available to maximize collections and minimize losses through foreclosure sale in respect of Mortgaged Properties or through any legal action brought to obtain judgment against the related Mortgagor or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity.

SECTION 3.02.

Collection of Certain Mortgage Loan Payments.

The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans, and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any applicable insurance policies, follow such collection procedures as it would follow with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. Consistent with the foregoing, the Servicer

may in its discretion, with respect to any Mortgage Loan that is Delinquent or in default, (i) waive any late payment charge or, if applicable, penalty interest, (ii) waive any provisions of such Mortgage Loan requiring the related Mortgagor to submit to mandatory arbitration with respect to disputes arising thereunder or (iii) extend the due dates for the Monthly Payments due on the related Mortgage Note for a period of not greater than 180 days; provided that any extension pursuant to clause (iii) above shall not affect the amortization schedule of such Mortgage Loan for purposes of any computation hereunder. In connection with any such modification, the Servicer may reimburse itself for any unpaid P&I Advances and Servicing Advances with respect to such modified Mortgage Loan that were not reimbursed to the Servicer at the time of such modification, in accordance with Section 3.05(a) of this Agreement. In the event of any such arrangement pursuant to clause (iii) above, the Servicer shall make timely advances on such Mortgage Loan during such extension pursuant to Section 4.03 and in accordance with the original amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements.

Notwithstanding the foregoing, in the event that any Mortgage Loan is Delinquent or in default, the Servicer, consistent with the Servicing Standard, may also waive, modify or vary any term of such Mortgage Loan (including modifications that would change the Mortgage Rate, forgive the payment of principal or interest or extend the final maturity date of such Mortgage Loan), accept payment from the related Mortgagor of an amount less than the Stated Principal Balance in final satisfaction of such Mortgage Loan, or consent to the postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor (any and all such waivers, modifications, variances, forgiveness of principal or interest, postponements, or indulgences collectively referred to herein as “forbearance”). The Servicer’s analysis supporting any forbearance and the conclusion that any forbearance meets the standards of Section 3.01 shall be reflected in writing in the servicing records.

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 Rates, Monthly Payments or Stated Principal Balances that were made by the Servicer in a manner not consistent with the terms of the related Mortgage Note and this Agreement, the Servicer, upon discovery or receipt of notice thereof, immediately shall 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.

SECTION 3.03.

[Reserved].

SECTION 3.04.

Collection Account, Escrow Account and Distribution Account.

(a) Collection Account. On behalf of the Trust Fund, 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 in the name of the Trustee one or more accounts (such account or accounts, the “Collection Account”) in accordance with this Section 3.04, held in trust for the benefit of the Trustee and the Certificateholders. The Trustee shall not be responsible for reconciling the Collection Account.

(b) Deposits to the Collection Account. On behalf of the Trust Fund, the Servicer shall deposit in the Collection Account, in no event more than two Business Days after the Servicer’s receipt thereof, the following payments and collections received or made by it subsequent to the Cut-off Date with respect to the Mortgage Loans or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto:

(i) all payments on account of principal, including Principal Prepayments, on the Mortgage Loans and REO Properties;

(ii) all payments on account of interest (excluding Prepayment Interest Excess collected on any Mortgage Loan during the related Prepayment Period) on the Mortgage Loans and REO Properties adjusted to the Net Mortgage Rate;

(iii) all Insurance Proceeds and Liquidation Proceeds (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 Servicing Standard), Subsequent Recoveries and any amounts received in respect of the rental of any REO Property prior to REO Disposition;

(iv) all proceeds related to the purchase, substitution or repurchase of any Mortgage Loan or REO Property in accordance with Section 2.03;

(v) any amounts required to be deposited by the Servicer pursuant to Section 3.09 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;

(vi) any amounts required to be deposited by the Servicer pursuant to Section 3.06 in connection with any losses realized on Permitted Investments with respect to funds held in the Collection Account;

(vii) all amounts required to be deposited in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Section 2.03 (for purposes of this clause (vii), the Cut-off Date with respect to any Qualified Substitute Mortgage Loan shall be deemed to be the date of substitution);

(viii) any amounts required to be deposited by the Servicer pursuant to Section 4.03(b) or otherwise under this Agreement; and

(ix) all Prepayment Charges collected by the Servicer and all Servicer Prepayment Charge Payment Amounts payable by the Servicer pursuant to Section 2.03(b)(ii).

The foregoing requirements for deposit to the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of Prepayment Interest Excess, late payment charges, assumption fees, insufficient funds charges, modification fees and other ancillary fees (but not Prepayment

Charges) need not be deposited by the Servicer in the Collection Account and shall upon collection, belong to the Servicer as additional compensation for its servicing activities. 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.

(c) Escrow Account. 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 in the name of the Trustee one or more accounts (such account or accounts, the “Escrow Account”) held in trust for the benefit of the Certificateholders and the Trustee.

(d) Deposits to the Escrow Account. The Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after the Servicer’s receipt thereof, and shall thereafter deposit in the Escrow Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, 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.

(e) Distribution Account. On behalf of the Trust Fund, the Trustee shall segregate and hold all funds collected and received pursuant to this Agreement separate and apart from any of its own funds and general assets and shall establish and maintain in the name of the Trustee one or more segregated accounts (such account or accounts, the “Distribution Account”), held in trust for the benefit of the Certificateholders.

(f) Trustee Deposits to the Distribution Account. Upon receipt, the Trustee shall deposit or cause to be deposited into the Distribution Account all payments of any nature received from the Servicer in accordance with this Agreement. The Trustee shall deposit in the Distribution Account any amounts required to be deposited pursuant to Section 3.06 in connection with losses realized and remitted by the Servicer pursuant to Section 3.05 on Permitted Investments with respect to funds held in the Distribution Account.

(g) Servicer Transfer of Funds to the Distribution Account. On behalf of the Trust Fund, the Servicer shall deliver to the Trustee in immediately available funds for deposit in the Distribution Account by 3:00 p.m. (New York time) on the Servicer Remittance Date, (i) that portion of the Available Distribution Amount (calculated without regard to the references in clause (2) of the definition thereof to amounts that may be withdrawn from the Distribution Account) for the related Distribution Date then on deposit in the Collection Account, and (ii) without duplication, the amount of all Prepayment Charges collected by the Servicer and all

Servicer Prepayment Charge Payment Amounts payable by the Servicer pursuant to Section 2.03(b)(ii) (to the extent not related to Principal Prepayments occurring after the related Prepayment Period).

In addition, the Servicer shall deliver to the Trustee from time to time as required by this Agreement, for deposit and the Trustee shall so deposit, in the Distribution Account:

(i)	any P&I Advances, as required pursuant to Section 4.03;

(ii) any amounts required to be deposited pursuant to Section 3.13 in connection with any REO Property;

(iii) any amounts to be paid in connection with a purchase of Mortgage Loans and REO Properties pursuant to Section 3.16 and Section 9.01;

(iv)	any Compensating Interest as required pursuant to Section 4.03(e);
(v)	[reserved];

(vi) any amounts required to be paid by the Servicer pursuant to Section 3.06 in connection with any losses realized on Permitted Investments with respect to funds held in the Collection Account; and

(vii) any amounts required to be paid to the Trustee from the assets of the Trust Fund on deposit in the Collection Account pursuant to this Agreement, including but not limited to amounts required to be paid to the Trustee pursuant to Section 7.02 and Section 8.05.

Funds held in the Collection Account pursuant to Section 3.04(b) may at any time be delivered by the Servicer to the Trustee for deposit into the Distribution Account and for all purposes of this Agreement shall be deemed to be a part of the Collection Account until the Business Day prior to the Distribution Date; provided, however, that the Trustee shall have the sole authority to withdraw any funds held pursuant to this paragraph. In the event the Servicer shall deliver to the Trustee for deposit in the Distribution Account any amount not required to be deposited therein, it may at any time request that the Trustee withdraw such amount from the Distribution Account and remit to it any such amount, any provision herein to the contrary notwithstanding.

(h) Investment of Account Funds. Funds on deposit in the Collection Account, the Distribution Account, any REO Account and any Escrow Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.06. Any investment earnings or interest paid on funds deposited in the Collection Account, the Distribution Account, any REO Account and any Escrow Account (subject to Section 3.05(b)) shall accrue to the benefit of the Servicer. Any amounts in the Distribution Account earned for the benefit of the Servicer shall be remitted by the Trustee to the Servicer not later than the third Business Day of the month immediately succeeding the month in which such amounts were earned.

Funds on deposit in the Net WAC Rate Carry Forward Reserve Account may be invested in Permitted Investments in accordance with Section 3.06, subject to any limitations set forth in Section 4.09 (with respect to the Net WAC Rate Carry Forward Reserve Account) and any investment earnings or interest paid shall accrue to the benefit of the party designated in such section and the party so designated shall deposit in the related account from its own funds the amount of any loss incurred on Permitted Investments in such account.

(i) Creation, Location and Subsequent Transfers of Accounts. Each account created pursuant to this Agreement must be an Eligible Account. On or prior to the Closing Date, the Servicer and the Trustee shall give notice, to each other, and the Depositor and the NIMS Insurer of the location of any account created by it pursuant to this Agreement. From time to time, the Servicer and the Trustee may each transfer any account created by it to a different depository institution provided that upon such transfer the written notice is provided to all other parties listed in the preceding sentence.

(j) In order to comply with its duties under the U.S.A. Patriot Act of 2001, the Trustee shall obtain and verify certain information and documentation from the owners of the accounts that the Trustee establishes pursuant to this Agreement including, but not limited to, each account owner’s name, address, and other identifying information.

SECTION 3.05.

Permitted Withdrawals From the Collection Account, Escrow Account and Distribution Account.

(a) Collection Account. The Servicer may, from time to time, withdraw from the Collection Account for the following purposes or as described in Section 4.03:

(i) to remit to the Trustee for deposit in the Distribution Account the amounts required to be so remitted pursuant to Section 3.04(g) or permitted to be so remitted pursuant to the last paragraph of Section 3.04(g);

(ii) subject to Section 3.12(c), to reimburse itself for (a) any unpaid Servicing Fees, (b) any unreimbursed Servicing Advances and (c) any xxxxxxxxxxxx X&X Advances, the Servicer’s right to reimburse itself pursuant to this subclause (ii) being limited to any Late Collections, Liquidation Proceeds, Subsequent Recoveries and Insurance Proceeds received on the related Mortgage Loan and any amounts received in respect of the rental of the related REO Property prior to an REO Disposition that represent payments of principal and/or interest respecting which any such advance was made;

(iii) to reimburse itself for (a) any unpaid Servicing Fees to the extent not recoverable under Section 3.05(a)(ii), (b) any unpaid P&I Advances or Servicing Advances that have been deemed Nonrecoverable Advances or Nonrecoverable Servicing Advances and (c) any P&I Advances or Servicing Advances previously made from amounts held from time to time in the Collection Account on Mortgage Loans modified pursuant to Section 3.02 where (x) such P&I Advance or Servicing Advance is added to the unpaid Stated Principal Balance of such Mortgage Loan or (y) a portion of the unpaid Stated Principal Balance of such Mortgage Loan has been forgiven;

(iv) to pay to itself any Prepayment Interest Excess to the extent not otherwise retained;

(v) to reimburse itself for any amounts paid pursuant to Section 3.12(b) (and not otherwise previously reimbursed);

(vi) to pay to itself as servicing compensation any interest earned on funds in the Collection Account;

(vii) subject to Section 4.03(b), to reimburse the Servicer for any xxxxxxxxxxxx X&X Advances and Servicing Advances to the extent of funds held in the Collection Account for future distribution that were not included in the Available Distribution Amount for the preceding Distribution Date (provided that such amounts must be deposited into the Collection Account prior to the next Distribution Date);

(viii) to reimburse the Servicer or the Depositor for expenses incurred by or reimbursable to the Servicer or the Depositor, as the case may be, pursuant to Section 6.03;

(ix) to remit to the Trustee any amounts that the Trustee is permitted to be paid or reimbursed from the assets of the Trust Fund pursuant to the terms of this Agreement, including the terms of Section 7.02(a) and Section 8.05;

(x) to reimburse the Servicer (if the Servicer is not an Affiliate of the Originator), the Trustee or the NIMS Insurer, as the case may be, for enforcement expenses reasonably incurred in respect of the breach or defect giving rise to the purchase obligation under Section 2.03 that were included in the Purchase Price of the Mortgage Loan, including any expenses arising out of the enforcement of the purchase obligation;

(xi) to pay to the Servicer, Depositor, the Seller or the Originator, as the case may be, with respect to each Mortgage Loan that has previously been purchased or replaced pursuant to Section 2.03 or Section 3.16(a) all amounts received thereon subsequent to the date of purchase or substitution, as the case may be;

(xii) to transfer funds in the Collection Account maintained at a particular depository to the Collection Account maintained at a different depository, pursuant to Section 3.04(i);

(xiii)

to withdraw any funds deposited therein in error; and

(xiv) to clear and terminate the Collection Account upon the termination of this Agreement.

The Servicer shall keep and maintain separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Collection Account, to the extent held by or on behalf of it, pursuant to subclauses (ii), (iii), (iv), (v), (vi), (vii), (viii), (x) and (xi) above. The Servicer shall provide written notification to the Trustee and the NIMS

Insurer on or prior to the next succeeding Servicer Reporting Date, upon making any withdrawals from the Collection Account pursuant to subclause (viii) above.

(b) Escrow Account. The Servicer may, from time to time, withdraw from the Escrow Account for the following purposes:

(i) to effect payments of ground rents, taxes, assessments, water rates, hazard insurance premiums and comparable items;

(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;

(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, including without limitation any Insurance Proceeds;

(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; and

(vii) to clear and terminate the Escrow Account on the termination of this Agreement.

In the event the Servicer shall deposit in an Escrow Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Escrow Account, any provision herein to the contrary notwithstanding. 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. The Servicer may pay to itself any excess interest on funds in the Escrow Account, to the extent such action is in conformity with the Servicing Standard, is permitted by law and such amounts are not required to be paid to Mortgagors or used for any of the other purposes set forth above.

(c) Distribution Account. The Trustee shall, from time to time, make withdrawals from the Distribution Account, for any of the following purposes:

(i) to pay to itself and the Custodian amounts to which either is entitled pursuant to Section 8.05;

(ii) to pay Extraordinary Trust Fund Expenses or reimburse itself for the payment of Extraordinary Trust Fund Expenses;

(iii) to make distributions to Certificateholders in accordance with Section 4.01;

(iv) to pay the Servicer any interest income earned on funds deposited in the Distribution Account pursuant to Section 3.06;

(v)	to reimburse itself pursuant to Section 7.01;
(vi)	to pay any amounts in respect of taxes pursuant to Section 10.01(g)(iii);
(vii)	to clear and terminate the Distribution Account pursuant to Section 9.01;

(viii) to make distributions to the Supplemental Interest Trust in accordance with Section 4.07; and

(ix) to reimburse the NIMS Insurer for Net Swap Payments paid by the NIMS Insurer to the Supplemental Interest Trust for payment to the Swap Provider pursuant to Section 4.07 (only to the extent the Trustee’s failure to make distributions in accordance with Section 3.05(c)(viii) is not due to insufficient funds in the Distribution Account).

SECTION 3.06.

Investment of Funds in the Collection Account, the Escrow Account, the REO Account and the Distribution Account.

(a) The Servicer may direct any depository institution maintaining the Collection Account, the Escrow Account (subject to Section 3.05(b)), the Distribution Account (for the period beginning on the Servicer Remittance Date, to but not including the Business Day immediately preceding the related Distribution Date) and the REO Account and the Trustee may direct any depository institution maintaining the Distribution Account (for the period beginning on the Business Day immediately preceding the Distribution Date, to but not including the Distribution Date) (for purposes of this Section 3.06, each an “Investment Account”), to invest the funds in such Investment Account in one or more Permitted Investments (determined pursuant to the written direction of the Servicer) 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 Investment Account pursuant to this Agreement, if the Trustee is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made either (a) in the name of the Trustee (in its capacity as such) or in the name of a nominee of the Trustee or (b) in the name of the Servicer (in its capacity as such), as applicable. The Trustee shall be entitled to sole possession (except with respect to investment direction of funds held in the Collection Account, the Escrow Account, and the REO Account) over each such investment and (except with respect to the income on funds held in the Collection Account, the Escrow Account and the REO Account) 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 an Investment Account are at any time invested in a Permitted Investment payable on demand, the Trustee shall:

(i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and

(ii) demand payment of all amounts due thereunder promptly upon determination by a Responsible Officer of the Trustee that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the Investment Account.

(b) All income in the nature of interest from the investment of funds in the Escrow Account (subject to Section 3.05(b)) and the REO Account shall be for the benefit of the Servicer as compensation for the Servicer’s services pursuant to this Agreement. The Servicer shall deposit in the Collection Account, the Escrow Account, and the REO Account, as applicable, from its own funds the amount of any loss incurred in respect of any such Permitted Investment made with funds in such account immediately upon realization of such loss.

(c) All income and gain net of any losses realized from amounts on deposit in the Distribution Account shall be for the benefit of the Servicer as compensation for the Servicer’s services pursuant to this Agreement. Any amounts in such Distribution Account earned shall be remitted by the Trustee to the Servicer not later than the third Business Day of the month immediately succeeding the month in which such amounts were earned. The amount of any losses incurred in the Distribution Account in respect of any such investments shall be deposited by the Servicer in the Distribution Account out of the Servicer's own funds immediately upon notice thereof from the Trustee.

(d) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Trustee may and, subject to Section 8.01 and Section 8.02(a)(v), upon the request of the NIMS Insurer together with the Holders of Certificates representing more than 50% of the Voting Rights allocated to any Class of Certificates, shall take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.

SECTION 3.07.

Payment of Taxes, Insurance and Other Charges.

With respect to each first lien Mortgage Loan, 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 and hazard insurance coverage and, as to those Mortgage Loans subject to a voluntary escrow agreement, shall obtain, from time to time, all bills for the payment of such charges (including renewal premiums) and shall effect payment thereof prior to the applicable penalty or termination date and at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits of the Mortgagor in the Escrow Account which shall have

been estimated and accumulated by the Servicer in amounts sufficient for such purposes, as allowed under the terms of the Mortgage or Applicable Regulations. The Servicer assumes full responsibility for the timely payment of all such bills and shall effect timely 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.

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, 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.

SECTION 3.08.

Maintenance of Hazard Insurance.

For each Mortgage Loan that is a first-lien Mortgage Loan as of the Cut-off Date, and for each Mortgage Loan that is a second-lien Mortgage Loan as of the Cut-off Date and for which the Servicer is servicing the related first-lien Mortgage Loan hereunder, the Servicer shall cause to be maintained for each such Mortgage Loan fire insurance with extended coverage on the related Mortgaged Property in an amount which is at least equal to the least of (i) the current Stated Principal Balance of such Mortgage Loan, (ii) the amount necessary to fully compensate for any damage or loss to the improvements that are a part of such property on a replacement cost basis and (iii) the maximum insurable value of the improvements which are a part of such Mortgaged Property, in each case in an amount not less than such amount as is necessary to avoid the application of any coinsurance clause contained in the related hazard insurance policy. The Servicer shall also cause to be maintained fire insurance with extended coverage on each REO Property in an amount which is at least equal to the lesser of (i) the maximum insurable value of the improvements which are a part of such property and (ii) the outstanding Stated Principal Balance of the related Mortgage Loan, plus accrued interest at the Mortgage Rate and related Servicing Advances (each measured at the time it became an REO Property). The Servicer shall comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any such hazard policies. Any amounts to be collected by the Servicer under any such policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or amounts to be released to the Mortgagor in accordance with the procedures that the Servicer would follow in servicing loans held for its own account, subject to the terms and conditions of the related Mortgage and Mortgage Note) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05, if received in respect of a Mortgage Loan, or in the REO Account, subject to withdrawal pursuant to Section 3.13, if received in respect of an REO Property. Any cost incurred by the Servicer in maintaining any such insurance shall not, for the purpose of calculating distributions to Certificateholders, be added to the unpaid Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. It is understood and

agreed that no earthquake or other additional insurance is to be required of any Mortgagor other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. For each Mortgage Loan that is a first-lien Mortgage Loan as of the Cut-off Date, and for each Mortgage Loan that is a second-lien Mortgage Loan as of the Cut-off Date and for which the Servicer is Servicing the related first-lien Mortgage Loan hereunder, if the related Mortgaged Property or REO Property is at any time in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the Servicer shall cause to be maintained a flood insurance policy in respect thereof. Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid Stated Principal Balance of the related Mortgage Loan, (ii) the maximum amount of such insurance available for the related Mortgaged Property under the national flood insurance program (assuming that the area in which such Mortgaged Property is located is participating in such program) and (iii) the maximum insurable value of the improvements which are part of the related Mortgaged Property.

SECTION 3.09.

Maintenance of Mortgage Blanket Insurance.

In the event that the Servicer shall obtain and maintain a blanket policy with an insurer having a General Policy Rating of “B:III” or better in Best’s Key Rating Guide (or such other rating that is comparable to such rating) insuring against hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to have satisfied its obligations as set forth in the first two sentences of Section 3.08, it being understood and agreed that such policy may contain a deductible clause, in which case the Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property or REO Property a policy complying with the first two sentences of Section 3.08, and there shall have been one or more losses which would have been covered by such policy, deposit to the Collection Account from its own funds the amount not otherwise payable under the blanket policy because of such deductible clause. In connection with its activities as administrator and servicer of the Mortgage Loans, the Servicer agrees to prepare and present, on behalf of itself, the Trustee and the Certificateholders, claims under any such blanket policy in a timely fashion in accordance with the terms of such policy.

SECTION 3.10.

Fidelity Bond; Errors and Omissions Insurance.

The Servicer shall keep in force during the term of this Agreement a policy or policies of insurance covering errors and omissions for failure in the performance of the Servicer’s obligations under this Agreement, which policy or policies shall be in such form and amount that would meet the requirements of Xxxxxx Xxx or Xxxxxxx Mac if it were the purchaser of the Mortgage Loans. The Servicer shall also maintain a fidelity bond in the form and amount that would meet the requirements of Xxxxxx Mae or Xxxxxxx Mac. The Servicer shall be deemed to have complied with this provision if an Affiliate of the Servicer has such errors and omissions and fidelity bond coverage and, by the terms of such insurance policy or fidelity bond, the coverage afforded thereunder extends to the Servicer. Upon request of the Trustee, the Servicer shall cause to be delivered to the Trustee proof of coverage of the policy and a statement from the surety and insurer that the surety and insurer shall endeavor to notify the Trustee within thirty (30) days prior to the policy’s termination or material modification. The Servicer shall also cause each Sub-Servicer to maintain a policy of insurance covering errors and omissions and a fidelity bond which would meet such requirements.

SECTION 3.11.

Enforcement of Due-On-Sale Clauses; Assumption Agreements.

The Servicer shall, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Servicer shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, the Servicer is authorized to enter into an assumption and modification agreement from or with the person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. In connection with any assumption or substitution, the Servicer shall follow such practices and procedures as shall be normal and usual in its general mortgage servicing activities and as it applies to other mortgage loans serviced solely by it to minimize the potential loss associated with such Mortgage Loan. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement shall be retained by the Servicer as additional servicing compensation. In connection with any such assumption, no material term of the Mortgage Note (including but not limited to the related Mortgage Rate and the amount of the Monthly Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof or otherwise permitted under Section 3.01. The Servicer shall notify the Trustee and any respective Custodian that any such substitution or assumption agreement has been completed by forwarding to the Trustee or to such Custodian, as the case may be, the executed original of such substitution or assumption agreement, which document shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. Except as described in this paragraph, the Servicer is not authorized to substitute one borrower for another in connection with any Mortgage Loan.

Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whatever. For purposes of this Section 3.11, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.

SECTION 3.12.

Realization Upon Defaulted Mortgage Loans.

(a) The Servicer shall, consistent with the Servicing Standard, foreclose upon or otherwise comparably convert the ownership of properties securing the Mortgage Loans that come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.02. The Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses shall be recoverable as Servicing Advances by the Servicer as contemplated in

Section 3.05 and Section 3.13. The foregoing is subject to the provision that: (i) in any case in which Mortgaged Property shall have suffered damage from an Uninsured Cause, the Servicer shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its discretion that such restoration will increase the proceeds of liquidation of the related Mortgage Loan after reimbursement to itself for such expenses and (ii) with respect to any second lien Mortgage Loan for which the related first lien mortgage loan is not included in the Trust Fund, if, after such Mortgage Loan becomes 180 days or more Delinquent and the Servicer, after making a Final Recovery Determination, determines that a net recovery that would eliminate or reduce a Realized Loss by more than an immaterial amount is not possible through foreclosure, such Mortgage Loan may be charged off and such Mortgage Loan shall be treated as a Liquidated Mortgage Loan giving rise to a Realized Loss.

(b)

Reserved.

(c) Certain of the Mortgage Loans may become Delinquent after the Cut-off Date. The Servicer may, in accordance with the Servicing Standard, either foreclose on any such Mortgage Loan or work out an agreement with the Mortgagor, which may involve waiving or modifying certain terms of the Mortgage Loan. In addition, the Servicer may write-off any second lien Mortgage Loan that is Delinquent by 180 days or more.

SECTION 3.13.

Title, Management and Disposition of REO Property.

(a) The deed or certificate of sale of any REO Property shall be taken in the name of the Trustee, or its nominee, in trust for the benefit of the Certificateholders. Pursuant to the power of attorney granted in Section 3.01, the Servicer is hereby authorized to transfer the title of any REO Property taken in the name of the Trustee to a third party purchaser pursuant to this Section 3.13 without further documentation of its authority as attorney-in-fact for the Trustee on behalf of the Trust. The Servicer, on behalf of the Trust Fund (and on behalf of the Trustee for the benefit of the Certificateholders), shall seek to market and complete the sale of any REO Property within a period not to exceed one year from the date after the Trust Fund acquires ownership of such REO property. To the extent any REO Property requires significant repair to ready that property for sale or should market conditions temporarily prevent or delay the sale of any REO Property, the Servicer shall continue to market the REO Property for sale beyond this one-year period. Notwithstanding the foregoing requirements, the Servicer shall either sell any REO Property before the close of the third taxable year after the year the Trust Fund acquires ownership of such REO Property for purposes of Section 860G(a)(8) of the Code or request from the Internal Revenue Service, no later than 60 days before the day on which the three-year grace period would otherwise expire, an extension of the three-year grace period, unless the Servicer shall have delivered to the Trustee, the Depositor and the NIMS Insurer an Opinion of Counsel, addressed to the Trustee, the Depositor and the NIM Insurer, to the effect that the holding by the Trust Fund of such REO Property subsequent to three years after its acquisition shall not result in the imposition on any Trust REMIC of taxes on “prohibited transactions” thereof, as defined in Section 860F of the Code, or cause any Trust REMIC to fail to qualify as a REMIC under Federal law at any time that any Certificates are outstanding. The Servicer shall manage, conserve, protect and operate each REO Property for the benefit of the Certificateholders and solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section

860G(a)(8) of the Code or result in the receipt by any Trust 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.

(b) The Servicer shall segregate and hold all funds collected and received in connection with the operation of any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to REO Properties an account held in trust for the Trustee for the benefit of the Certificateholders (the “REO Account”), which shall be an Eligible Account. The Servicer shall be permitted to allow the Collection Account to serve as the REO Account, subject to separate ledgers for each REO Property. The Servicer shall be entitled to retain or withdraw any interest income paid on funds deposited in the REO Account.

(c) The Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with any REO Property as are consistent with the manner in which the Servicer manages and operates similar property owned by the Servicer or any of its Affiliates, all on such terms and for such period as the Servicer deems to be in the best interests of Certificateholders and appropriate to effect the prompt disposition and sale of the REO Property. In connection therewith, the Servicer shall deposit, or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after the Servicer’s receipt thereof, and shall thereafter deposit in the REO Account, in no event more than two Business Days after the deposit of such funds into the clearing account, all revenues received by it with respect to an REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such REO Property including, without limitation:

(i)	all insurance premiums due and payable in respect of such REO Property;

(ii) all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon; and

(iii)

all costs and expenses necessary to maintain such REO Property.

To the extent that amounts on deposit in the REO Account with respect to an REO Property are insufficient for the purposes set forth in clauses (i) through (iii) above with respect to such REO Property, the Servicer shall advance from its own funds such amount as is necessary for such purposes if, but only if, the Servicer would make such advances if the Servicer owned the REO Property and if in the Servicer’s judgment, the payment of such amounts shall be recoverable from the rental or sale of the REO Property.

Notwithstanding the Servicer’s obligation to the Certificateholders to manage and operate (including the collection of rents from existing tenants and management of any leases acquired with the REO property to the extent applicable) the REO Property from the date of acquisition until the date of sale, neither the Servicer nor the Trustee shall knowingly:

(i) authorize the Trust Fund to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms shall give rise to any income that does not constitute Rents from Real Property;

(ii) authorize any amount to be received or accrued under any New Lease other than amounts that shall constitute Rents from Real Property;

(iii) authorize any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or

(iv) authorize any Person to Directly Operate any REO Property on any date more than 90 days after its date of acquisition by the Trust Fund;

unless, in any such case, the Servicer has obtained an Opinion of Counsel, provided to the Trustee and the NIMS Insurer, to the effect that such action shall not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the Trust Fund.

The Servicer may contract with any Independent Contractor for the operation and management of any REO Property, provided that:

(i) the terms and conditions of any such contract shall not be inconsistent herewith;

(ii) any such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed above and remit all related revenues (net of such costs and expenses) to the Servicer as soon as practicable, but in no event later than thirty days following the receipt thereof by such Independent Contractor;

(iii) none of the provisions of this Section 3.13(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Servicer of any of its duties and obligations to the Trustee on behalf of the Certificateholders with respect to the operation and management of any such REO Property; and

(iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property.

The Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such Independent Contractor, and nothing in this Agreement

shall be deemed to limit or modify such indemnification. The Servicer shall be solely liable for all fees owed by it to any such Independent Contractor, irrespective of whether the Servicer’s compensation pursuant to Section 3.18 is sufficient to pay such fees. The Servicer shall not engage an Independent Contractor to engage in any activities that the Servicer would not be permitted to engage in itself in accordance with the other provisions of this Agreement.

(d) In addition to the withdrawals permitted under Section 3.13(c), the Servicer may from time to time make withdrawals from the REO Account for any REO Property: (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect of the related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for unreimbursed Servicing Advances and P&I Advances made in respect of such REO Property or the related Mortgage Loan. On the Servicer Remittance Date, the Servicer shall withdraw from each REO Account maintained by it and deposit into the Distribution Account in accordance with Section 3.04(g)(ii), for distribution on the related Distribution Date in accordance with Section 4.01, the income from the related REO Property received during the prior calendar month, net of any withdrawals made pursuant to Section 3.13(c) or this Section 3.13(d).

(e) Subject to the time constraints set forth in Section 3.13(a) (including the constraint that the Servicer hold and manage each REO Property “solely for the purpose of its prompt disposition”), each REO disposition shall be carried out by the Servicer at such price and upon such terms and conditions as shall be normal and usual in its general servicing activities for similar properties.

(f) The proceeds from the REO Disposition, net of any amount required by law to be remitted to the Mortgagor under the related Mortgage Loan and net of any payment or reimbursement to the Servicer or any Sub-Servicer as provided above, shall be deposited in the Distribution Account in accordance with Section 3.04(g)(ii) on the Servicer Remittance Date in the month following the receipt thereof for distribution on the related Distribution Date in accordance with Section 4.01. Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration).

SECTION 3.14.

[Reserved].

SECTION 3.15.

Reports of Foreclosure and Abandonment of Mortgaged Properties.

The Servicer shall file information returns with respect to the receipt of mortgage interest received in a trade or business, reports of foreclosures and abandonments of any Mortgaged Property and cancellation of indebtedness income with respect to any Mortgaged Property as required by Sections 6050H, 6050J and 6050P of the Code, respectively. Such reports shall be in form and substance sufficient to meet the reporting requirements imposed by such Sections 6050H, 6050J and 6050P of the Code.

SECTION 3.16.

Optional Purchase of Defaulted Mortgage Loans.

The Servicer (or an affiliate of the Servicer) or, if the Servicer (or an affiliate of the Servicer) does not exercise this right, the NIMS Insurer may, at its option, purchase a

Mortgage Loan which has become 90 or more days Delinquent or for which the Servicer has accepted a deed in lieu of foreclosure. Prior to purchase pursuant to this Section 3.16, the Servicer shall be required to continue to make P&I Advances pursuant to Section 4.03. The Servicer or the NIMS Insurer shall not use any procedure in selecting Mortgage Loans to be repurchased which is materially adverse to the interests of the Certificateholders. The Servicer or the NIMS Insurer, as applicable, shall purchase such Delinquent Mortgage Loan at a price equal to the Purchase Price of such Mortgage Loan. Any such purchase of a Mortgage Loan pursuant to this Section 3.16 shall be accomplished by remittance to the Servicer for deposit in the Collection Account of the amount of the Purchase Price. The Trustee (or the Custodian on behalf of the Trustee) shall immediately effectuate the conveyance of such Delinquent Mortgage Loan to the Servicer or the NIMS Insurer, as applicable, to the extent necessary, as requested, and the Trustee (or the Custodian on behalf of the Trustee) shall promptly deliver all documentation to the Servicer or the NIMS Insurer, as applicable, and as shall be necessary to vest in the Servicer or the NIMS Insurer, as applicable, title to any Mortgage Loan or related REO Property released pursuant hereto.

The Servicer may, at its option, purchase an REO Property. Prior to purchase pursuant to this Section 3.16, the Servicer shall be required to continue to make monthly P&I Advances pursuant to Section 4.03. The Servicer shall purchase such REO Property at its fair market value as determined in good faith by the Servicer plus any unreimbursed Servicing Advances and P&I Advances. Any such purchase of an REO Property pursuant to this Section 3.16 shall be accomplished by delivery to the Trustee for deposit in the Distribution Account of the amount of the purchase price. The Trustee shall immediately effectuate the conveyance of such REO Property to the Servicer to the extent necessary, including the prompt delivery of all documentation to the Servicer.

SECTION 3.17.

Trustee to Cooperate; Release of Mortgage Files.

(a) Upon the payment in full of any Mortgage Loan, or the receipt by the Servicer of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Servicer shall promptly notify the Trustee and any related Custodian by a certification in the form of Exhibit E or such other form supplied by the Servicer provided that it does not differ from the substantive content of Exhibit E (which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.04(b) have been or shall be so deposited) of a Servicing Officer and shall request delivery to it of the Mortgage File. Upon receipt of such certification and request, the Trustee or such Custodian, as the case may be, shall promptly release (and in no event more than two (2) Business Days thereafter) the related Mortgage File to the Servicer. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account or the Distribution Account.

(b) From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including, for this purpose, collection under any insurance policy relating to the Mortgage Loans, the Trustee and any related Custodian shall, upon request of the Servicer and delivery to the Trustee or such Custodian, as the case may be, of a Request for Release in the form of Exhibit E or such other form supplied by the Servicer provided that it does not differ

from the substantive content of Exhibit E, release the related Mortgage File to the Servicer, and the Trustee shall, at the direction of the Servicer, execute such documents as shall be necessary to the prosecution of any such proceedings and the Servicer shall retain such Mortgage File in trust for the benefit of the Certificateholders. Such Request for Release shall obligate the Servicer to return each and every document previously requested from the Mortgage File to the Trustee or to such Custodian when the need therefor by the Servicer no longer exists, unless the Mortgage Loan has been charged off or liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Collection Account or the Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered to the Trustee a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of a certificate of a Servicing Officer stating that such Mortgage Loan was charged off or liquidated and that all amounts received or to be received in connection with such liquidation that are required to be deposited into the Collection Account have been so deposited, or that such Mortgage Loan has become an REO Property, upon request, a copy of the Request for Release shall be released by the Trustee or such Custodian to the Servicer.

(c) Upon written certification of a Servicing Officer, the Trustee shall execute and deliver to the Servicer any court pleadings, requests for trustee’s sale or other documents provided to it reasonably necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee shall not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale.

(d) The Trustee (or the Custodian on behalf of the Trustee) and the Servicer may mutually agree on policies and procedures (commercially reasonable in nature) to allow the submission of any and all requests for the release of a Mortgage File electronically with a digital signature or other identifier to designate the Servicing Officer of the Servicer requesting such collateral.

SECTION 3.18.

Servicing Compensation.

As compensation for the activities of the Servicer hereunder, the Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 4.03(e). In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Insurance Proceeds, Subsequent Recoveries or Liquidation Proceeds to the extent permitted by Section 3.05(a)(ii), out of general funds in the Collection Account to the extent permitted by Section 3.05(a) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.13.

The right to receive the Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Servicer’s responsibilities and obligations under this Agreement.

Additional servicing compensation in the form of Prepayment Interest Excess, assumption fees, late payment charges, insufficient funds fees, customary real estate referral fees, reconveyance fees and other similar fees and charges (other than Prepayment Charges) shall be retained by the Servicer only to the extent such amounts, fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.05(a)(vi) to withdraw from the Collection Account, pursuant to Section 3.04(h) to withdraw from any Escrow Account and pursuant to Section 3.13(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.06. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.08, Section 3.09 and Section 3.10, to the extent such premiums are not paid by the related Mortgagors or by a Sub-Servicer, servicing compensation of each Sub-Servicer, and to the extent provided in Section 8.05, the fees and expenses of the Trustee) and shall not be entitled to reimbursement therefor except as specifically provided herein.

SECTION 3.19.

Statement as to Compliance.

The Servicer shall deliver to the Trustee, the Depositor, the NIMS Insurer, if any, and each Rating Agency on or before March 15^th of each calendar year commencing in 2006, an Officers’ Certificate, in a form similar to Exhibit K attached hereto agreeable to the parties hereto, stating, as to each signatory thereof, that (i) a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Copies of any such statement shall be provided by the Trustee to any Certificateholder or Certificate Owner and to any Person identified to the Trustee as a prospective transferee of a Certificate, upon the request and at the expense of the requesting party, provided that such statement is delivered by the Servicer to the Trustee.

SECTION 3.20.

Independent Public Accountants’ Servicing Report.

Not later than March 15^th of each calendar year commencing in 2006, the Servicer, at its expense, shall cause a nationally recognized firm of independent certified public accountants to furnish to the Servicer and the Depositor 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 either the servicing criteria as set forth in Item 1122 of Regulation AB (to the extent that the servicing criteria is applicable to the Servicer with respect to the provisions hereunder) or certain minimum residential mortgage loan servicing standards identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of residential mortgage loans during the most recently completed calendar year and (ii) on the basis

of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of residential mortgage loans by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Sub-Servicers. Immediately upon receipt of such report, the Servicer shall furnish a copy of such report to the Trustee, the Depositor, the NIMS Insurer and each Rating Agency. Copies of such statement shall be provided by the Trustee to any Certificateholder or Certificate Owner upon request at the expense of the requesting party, provided that such statement is delivered by the Servicer to the Trustee. In the event such firm of independent certified public accountants requires the Trustee or the Depositor to agree to the procedures performed by such firm, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee shall deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

SECTION 3.21.

Access to Certain Documentation.

The Servicer shall provide to the Office of Thrift Supervision, the FDIC, and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder or Certificate Owner, access to the documentation regarding the Mortgage Loans required by applicable laws and regulations. Such access shall be afforded without charge, but only upon reasonable request and during normal business hours at the offices of the Servicer designated by it. In addition, access to the documentation regarding the Mortgage Loans shall be provided to the Trustee, the Supplemental Interest Trustee and the NIMS Insurer upon reasonable request during normal business hours at the offices of the Servicer designated by it at the expense of the Person requesting such access. In each case, access to any documentation regarding the Mortgage Loans may be conditioned upon the requesting party’s acknowledgment in writing of a confidentiality agreement reasonably satisfactory to the Servicer regarding any information that is required to remain confidential under the Xxxxx-Xxxxx-Xxxxxx Act of 1999. Nothing in this Section 3.21 shall limit the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the borrowers and the failure of the Servicer to provide access as provided in this Section 3.21 as a result of such obligation shall not constitute a breach of this Section 3.21.

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS

SECTION 4.01.

Distributions.

(a) (1) REMIC I Distributions. On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC I to REMIC II on account of the REMIC I Group I Regular Interests and distributed to the holders of the Class R Certificates (in respect of the Class R-I Interest), as the case may be:

(i) to the extent of REMIC Available Funds relating to Loan Group 1, to the holders of each of the REMIC I Group I Regular Interests, pro rata, in an amount equal to (A) the Uncertificated Interest for such REMIC I Group I Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates;

(ii) to the extent of REMIC Available Funds relating to Loan Group 1 remaining after the distributions made pursuant to clause (i), payments of principal shall be allocated as follows: (A) any such amounts not constituting an Overcollateralization Reduction Amount, if any, to REMIC I Regular interests I-1-A through I-52-B starting with the lowest numerical denomination until the Uncertificated Balance of each such REMIC I Group I Regular Interest is reduced to zero, provided that, for REMIC I Group I Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests, and (B) any such amounts constituting an Overcollateralization Reduction Amount, to REMIC I Regular Interest I-OC Cash, until the Uncertificated Balance thereof is reduced to zero, and thereafter to REMIC I Regular Interest I-OC, until the Uncertificated Balance of such REMIC I Regular Interest is reduced to zero; and

(iii) to the holders of REMIC I Regular Interest I-P, (A) all amounts representing Prepayment Charges in respect of the Group I Mortgage Loans received during the related Prepayment Period and (B) on the Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter, until an amount equal to the initial Uncertificated Balance of such REMIC I Regular Interest has been distributed pursuant to this clause.

(2) On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC I to REMIC II on account of the REMIC I Group II Regular Interests and distributed to the holders of the Class R Certificates (in respect of the Class R-I Interest), as the case may be:

(i) to the extent of REMIC Available Funds relating to Loan Group 2, to the holders of each of the REMIC I Group II Regular Interests, pro rata, in an amount equal to (A) the Uncertificated Interest for such REMIC I Group II Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates;

(ii) to the extent of REMIC Available Funds relating to Loan Group II remaining after the distributions made pursuant to clause (i), payments of principal shall be allocated as follows: (A) any such amounts not constituting an Overcollateralization Reduction Amount, if any, to REMIC I Regular interests II-1-A through II-52-B starting with the lowest numerical denomination until the Uncertificated Balance of each such REMIC I Group II Regular Interest is reduced to zero, provided that, for REMIC I Group II Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC I Regular Interests, and (B) any such amounts constituting an Overcollateralization Reduction Amount, to REMIC I Regular Interest II-OC Cash, until the Uncertificated Balance thereof is reduced to zero, and thereafter to REMIC I Regular Interest II-OC, until the Uncertificated Balance of such REMIC I Regular Interest is reduced to zero; and

(iii) to the holders of REMIC I Regular Interest II-P, (A) all amounts representing Prepayment Charges in respect of the Group II Mortgage Loans received during the related Prepayment Period and (B) on the Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter, until an amount equal to the initial Uncertificated Balance of such REMIC I Regular Interest has been distributed pursuant to this clause.

(3) REMIC II Distributions. On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by REMIC II to REMIC III on account of the REMIC II Regular Interests and distributed to the holders of the Class R Certificates (in respect of the Class R-II Interest), as the case may be:

(i) to the extent of REMIC Available Funds, to the holders of REMIC II Regular Interest IO and REMIC II Regular Interest P, in an amount equal to (A) the Uncertificated Interest for such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates;

(ii) to the extent of the REMIC II Marker Allocation Percentage of REMIC Available Funds remaining after the distributions pursuant to clause (i),to the holders of REMIC II Regular Interest AA, REMIC II Regular Interest A-1, REMIC II Regular Interest A-2a, REMIC II Regular Interest A-2b, REMIC II Regular Interest A-2c, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest B-1, REMIC II Regular Interest B-2, REMIC II Regular Interest B-3, REMIC II Regular Interest B-4, REMIC II Regular Interest B-5 and REMIC II Regular Interest ZZ, pro rata, in an amount equal to (A) the Uncertificated Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Interest in respect of REMIC II Regular Interest ZZ shall be reduced and deferred when the REMIC II Overcollateralized Amount is less than the REMIC II Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Interest Deferral Amount and such amount shall be payable to the holders

of REMIC II Regular Interest A-1, REMIC II Regular Interest A-2a, REMIC II Regular Interest A-2b, REMIC II Regular Interest A-2c, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest B-1, REMIC II Regular Interest B-2, REMIC II Regular Interest B-3, REMIC II Regular Interest B-4 and REMIC II Regular Interest B-5 in the same proportion as the Overcollateralization Increase Amount is allocated to the Corresponding Certificates, and the Uncertificated Balance of the REMIC II Regular Interest ZZ shall be increased by such amount;

(iii) to the extent of the REMIC II Sub WAC Allocation Percentage of any REMIC Available Funds remaining after the distribution pursuant to clause (i), to the holders of REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC II Regular Interest XX, pro rata, in an amount equal to (A) the Uncertificated Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates;

(iv) to the extent of the REMIC II Marker Allocation Percentage of any REMIC Available Funds remaining after the distributions pursuant to clauses (i), (ii) and (iii), to the holders of REMIC II Regular Interests (other than REMIC II Regular Interests IO, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and P), allocated as follows:

(a) 98.00% of such remainder, to the holders of REMIC II Regular Interest AA, until the Uncertificated Balance of such REMIC II Regular Interest is reduced to zero,;

(b) 2.00% of such remainder, first, to the holders of REMIC II Regular Interest A-1, REMIC II Regular Interest A-2a, REMIC II Regular Interest A-2b, REMIC II Regular Interest A-2c, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest B-1, REMIC II Regular Interest B-2, REMIC II Regular Interest B-3, REMIC II Regular Interest B-4 and REMIC II Regular Interest B-5, 1.00% of and in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Balances of such REMIC II Regular Interests are reduced to zero, and second, to the holders of REMIC II Regular Interest ZZ, until the Uncertificated Balance of such REMIC II Regular Interest is reduced to zero; and

(v) to the holders of REMIC II Regular Interest 1-Sub, REMIC II Regular Interest 1-Grp, REMIC II Regular Interest 2-Sub, REMIC II Regular Interest 2-Grp and REMIC II Regular Interest XX, in an amount equal to the REMIC II Sub WAC Allocation Percentage of the remainder of the REMIC Available Funds for such

Distribution Date after the distributions made pursuant to clauses (i), (ii) and (iii) above, first, so as to keep the Uncertificated Balance of each REMIC II Regular Interest ending with the designation “Grp” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC II Regular Interest ending with the designation “Sub,” so that the Uncertificated Balance of each such REMIC II Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current aggregate Certificate Principal Balance of the Class A Certificates related to such Loan Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of principal shall be distributed to such REMIC II Regular Interests such that the REMIC II Subordinated Balance Ratio is maintained); and third, any remaining amount to REMIC II Regular Interest XX; and

(vi) to the holders of REMIC II Regular Interest P, 100% of the amounts deemed distributed on REMIC I Regular Interest I-P and REMIC I Regular Interest II-P’ provided, however, that the Uncertificated Balance of REMIC II Regular Interest P shall not be reduced until the Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter.

(4) REMIC III Distributions. On each Distribution Date, an amount equal to the amounts distributed pursuant to clauses (xxiii) and (xxv) of Section 4.01(d) on such date shall be deemed distributed from REMIC III to REMIC IV in respect of the Class C Interest.

(5) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest P shall be deemed distributed by REMIC III to REMIC V in respect of the Class P Interest.

(6) On each Distribution Date, 100% of the amounts deemed distributed on REMIC II Regular Interest IO shall be deemed distributed by REMIC III to REMIC VI in respect of the Class IO Interest. Such amounts shall be deemed distributed by REMIC VI to the Supplemental Interest Trust.

Notwithstanding the priorities and amounts of distribution of funds pursuant to this Section 4.01(a)(1), actual distributions of the Available Distribution Amount shall be made only in accordance with Section 4.01(b)(c) and (d).

(b) (I) Swap Payments. On each Distribution Date, Net Swap Payments and Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Provider Trigger Event) payable by the Supplemental Interest Trust to the Swap Provider pursuant to the Swap Agreement for such Distribution Date shall be remitted to the Supplemental Interest Trustee for deposit into the Supplemental Interest Trust.

(II) Interest Distributions. (A) On each Distribution Date, the Trustee shall withdraw the Group I Interest Remittance Amount for such Distribution Date from the Distribution Account and make the following distributions in respect of interest in the following order of priority:

(i) to the Holders of the Group I Certificates, the Class A Interest Distribution Amount related to such Certificates for such Distribution Date; and

(ii) concurrently, to the Holders of each Class of Group II Certificates, on a pro rata basis based on the entitlement of each such Class, the Class A Interest Distribution Amount for each such Class, remaining undistributed after the distribution of the Group II Interest Remittance Amount as set forth in Section 4.01(b)(II)(B)(i) below.

(B) On each Distribution Date, the Trustee shall withdraw the Group II Interest Remittance Amount for such Distribution Date from the Distribution Account and make the following distributions in respect of interest in the following order of priority:

(i) concurrently, to the Holders of each Class of Group II Certificates, on a pro rata basis based on the entitlement of each such Class, the Class A Interest Distribution Amount related to such Certificates for such Distribution Date; and

(ii) to the Holders of the Group I Certificates, the Class A Interest Distribution Amount related to such Certificates remaining undistributed after the distribution of the Group I Interest Remittance Amount as set forth in Section 4.01(b)(II)(A)(i) above.

(C) On each Distribution Date, following the distributions made pursuant to Section 4.01(b)(II)(A) and (B) above, the Trustee shall withdraw from the Distribution Account an amount equal to any remaining Group I Interest Remittance Amount and Group II Interest Remittance Amount and shall distribute such amount sequentially to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates, in that order, in an amount equal to the Interest Distribution Amount for each such Class.

(c) Principal Distributions. On each Distribution Date, the Trustee shall withdraw from the Distribution Account the Available Distribution Amount for such Distribution Date remaining after the distributions made pursuant to 4.01(b) above and make the following distributions in respect of principal in the following order of priority, in each case to the extent of such remaining Available Distribution Amount:

(I) On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect:

(A)(i) to the Holders of the Group I Certificates, the Group I Principal Distribution Amount for such Distribution Date and, on the first Distribution Date, the Group I Cash Deposit, until the Certificate Principal Balance of such Class has been reduced to zero; and

(ii) to the Holders of the Group II Certificates (allocated among the Classes of Group II Certificates in the priority described in Section 4.01(f) below), any remaining Group I Principal Distribution Amount after taking into account the distribution of the Group II Principal Distribution Amount, as described in Section 4.01(c)(I)(B), until the Certificate Principal Balances of such Classes have been reduced to zero.

(B)(i) to the Holders of the Group II Certificates (allocated among the Classes of Group II Certificates in the priority described in Section 4.01(f) below), the Group II Principal Distribution Amount for such Distribution Date and, on the first Distribution Date, the Group II Cash Deposit, until the Certificate Principal Balances of such Classes have been reduced to zero; and

(ii) to the Holders of the Group I Certificates, any remaining Group II Principal Distribution Amount, after taking into account the distribution of the Group I Principal Distribution Amount, as described in Section 4.01(c)(I)(A), until the Certificate Principal Balance of such Class has been reduced to zero.

(C) sequentially to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates, in that order, the sum of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount remaining undistributed for such Distribution Date, in each case, until the Certificate Principal Balance of such Class has been reduced to zero.

(II) On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect:

(A)(i) to the Holders of the Group I Certificates, the lesser of (x) the Group I Class A Principal Distribution Amount for such Distribution Date and (y) the Group I Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balance of such Class has been reduced to zero; and

(ii) to the Holders of the Group II Certificates (allocated among the Classes of Group II Certificates in the priority described in Section 4.01(f) below), the lesser of (x) the Group II Class A Principal Distribution Amount remaining undistributed after taking into account the distribution of the Group II Principal Distribution Amount, as described in Section 4.01(c)(II)(B), and (y) any remaining Group I Principal Distribution Amount, until the Certificate Principal Balances of such Classes have been reduced to zero.

(B)(i) to the Holders of the Group II Certificates (allocated among the Classes of Group II Certificates in the priority described in Section 4.01(f) below), the lesser of (x) the Group II Class A Principal Distribution Amount for such Distribution Date and (y) the Group II Principal Distribution Amount for such Distribution Date, until the Certificate Principal Balances of such Classes have been reduced to zero; and

(ii) to the Holders of the Group I Certificates, the lesser of (x) the Group I Class A Principal Distribution Amount remaining undistributed after taking into account the distribution of the Group I Distribution Amount, as described in Section 4.01(c)(II)(A), and (y) any remaining Group II Principal Distribution Amount, until the Certificate Principal Balance of such Class has been reduced to zero.

(C) sequentially, to the Class M-1 Certificates, the Class M-1 Principal Distribution Amount for such Distribution Date; to the Class M-2 Certificates, the Class M-2 Principal Distribution Amount for such Distribution Date; to the Class M-3 Certificates, the

Class M-3 Principal Distribution Amount for such Distribution Date; to the Class M-4 Certificates, the Class M-4 Principal Distribution Amount for such Distribution Date; to the Class M-5 Certificates, the Class M-5 Principal Distribution Amount for such Distribution Date; and to the Class M-6 Certificates, the Class M-6 Principal Distribution Amount for such Distribution Date, in that order, in each case until their respective Certificate Principal Balances have been reduced to zero; and

(D) sequentially, to the Class B-1 Certificates, the Class B-1 Principal Distribution Amount for such Distribution Date; to the Class B-2 Certificates, the Class B-2 Principal Distribution Amount for such Distribution Date; to the Class B-3 Certificates, the Class B-3 Principal Distribution Amount for such Distribution Date; to the Class B-4 Certificates, the Class B-4 Principal Distribution Amount for such Distribution Date; and to the Class B-5 Certificates, the Class B-5 Principal Distribution Amount for such Distribution Date, in that order, in each case until their respective Certificate Principal Balances have been reduced to zero.

Notwithstanding the foregoing clauses (c)(I) and (c)(II), to the extent a Class IO Distribution Amount is payable from principal collections, Principal Distribution Amounts will be deemed paid to the most subordinate Class of Regular Certificates, until the Certificate Principal Balance thereof has been reduced to zero and such amount will be paid pursuant to Section 4.07(f).

(d) Net Monthly Excess Cashflow. On each Distribution Date, the Available Distribution Amount remaining after the distributions pursuant to 4.01(b) and (c) above shall be distributed by the Trustee in the following amounts and order of priority:

(i) to the holders of the Class M-1 Certificates, the Interest Carry Forward Amount for such Distribution Date and such Class;

(ii) to the holders of the Class M-1 Certificates, the Allocated Realized Loss Reimbursement Amount for such Distribution Date and such Class;

(iii) to the holders of the Class M-2 Certificates, the Interest Carry Forward Amount for such Distribution Date and such Class;

(iv) to the holders of the Class M-2 Certificates, the Allocated Realized Loss Reimbursement Amount for such Distribution Date and such Class;

(v) to the holders of the Class M-3 Certificates, the Interest Carry Forward Amount for that Distribution Date and such Class;

(vi) to the holders of the Class M-3 Certificates, the Allocated Realized Loss Reimbursement Amount for such Distribution Date and such Class;

(vii) to the holders of the Class M-4 Certificates, the Interest Carry Forward Amount for such Distribution Date and such Class;

(viii) to the holders of the Class M-4 Certificates, any Allocated Realized Loss Reimbursement Amount for such Distribution Date and such Class;

(ix) to the holders of the Class M-5 Certificates, any Interest Carry Forward Amount for such Distribution Date and such Class;

(x) to the holders of the Class M-5 Certificates, any Allocated Realized Loss Reimbursement Amount for such Distribution Date and such Class;

(xi) to the holders of the Class M-6 Certificates, any Interest Carry Forward Amount for such Distribution Date and such Class;

(xii) to the holders of the Class M-6 Certificates, any Allocated Realized Loss Reimbursement Amount for such Distribution Date and such Class;

(xiii) to the holders of the Class B-1 Certificates, any Interest Carry Forward Amount for such Distribution Date and such Class;

(xiv) to the holders of the Class B-1 Certificates, any Allocated Realized Loss Reimbursement Amount for such Distribution Date and such Class;

(xv) to the holders of the Class B-2 Certificates, any Interest Carry Forward Amount for such Distribution Date and such Class;

(xvi) to the holders of the Class B-2 Certificates, any Allocated Realized Loss Reimbursement Amount for such Distribution Date and such Class;

(xvii) to the holders of the Class B-3 Certificates, any Interest Carry Forward Amount for such Distribution Date and such Class;

(xviii) to the holders of the Class B-3 Certificates, any Allocated Realized Loss Reimbursement Amount for such Distribution Date and such Class;

(xix) to the holders of the Class B-4 Certificates, any Interest Carry Forward Amount for such Distribution Date and such Class;

(xx) to the holders of the Class B-4 Certificates, any Allocated Realized Loss Reimbursement Amount for such Distribution Date and such Class;

(xxi) to the holders of the Class B-5 Certificates, any Interest Carry Forward Amount for that distribution date and that class;

(xxii) to the holders of the Class B-5 Certificates, any Allocated Realized Loss Reimbursement Amount for such Distribution Date and such Class;

(xxiii) from amounts otherwise distributable to the holders of the Class C Interest and Class C Certificates, (a) first, to the Net WAC Rate Carry Forward Reserve Account, the amount required to distribute to the Holders of the Class A and Subordinate Certificates any Net

WAC Rate Carry Forward Amounts for such Distribution Date and such Classes pursuant to Section 4.09(b), without taking into account amounts, if any, received under the Interest Rate Swap Agreement; and (b) second, to maintain a balance in the Net WAC Rate Carry Forward Reserve Account equal to the Net WAC Rate Carry Forward Reserve Account Deposit;

(xxiv) to the Supplemental Interest Trust for payment to the Swap Provider, any Swap Termination Payment or unpaid portion thereof triggered by a Swap Provider Trigger Event and owed to the Swap Provider;

(xxv) to the holders of the Class C Interest and Class C Certificates, (a) the related Interest Distribution Amount and any Overcollateralization Reduction Amount for such Distribution Date and (b) on any Distribution Date on which the Certificate Principal Balances of the Class A Certificates and the Subordinate Certificates have been reduced to zero, any remaining amounts in reduction of the Certificate Principal Balance of the Class C Certificates, until the Certificate Principal Balance thereof has been reduced to zero, in each case, less amounts distributed pursuant to Section 4.01(d)(iii); and

(xxvi) to the Holders of the Residual Certificates, any remaining amounts in the related Trust REMIC (including the Excess REMIC Termination Payment transferrable to the Class C Certificates pursuant to Section 9.01(b)); provided that if such Distribution Date is the Distribution Date immediately following the expiration of the latest Prepayment Charge term as identified on the Mortgage Loan Schedule or any Distribution Date thereafter, then any such remaining amounts shall be distributed first, to the holders of the Class P Interest and Class P Certificates, until the Uncertificated Balance and Certificate Principal Balance thereof have been reduced to zero, and second, to the Holders of the Residual Certificates.

(e) On each Distribution Date, following the foregoing distributions, an amount equal to the amount of Subsequent Recoveries deposited into the Collection Account pursuant to Section 3.05(a)(ii) and included in the Available Distribution Amount for such Distribution Date shall be applied to increase the Certificate Principal Balance of the Class of Certificates with the Highest Priority up to the Allocated Realized Loss Reimbursement Amount for such Class. An amount equal to the amount of any remaining Subsequent Recoveries shall be applied to increase the Certificate Principal Balance of the Class of Subordinate Certificates with the next Highest Priority, up to the Allocated Realized Loss Reimbursement Amount for such Class and so on. Holders of such Certificates shall not be entitled to any distribution in respect of interest on the amount of such increases for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Principal Balance of each Certificate of such Class in accordance with its respective Percentage Interest.

(f) With respect to the Classes of Group II Certificates, all principal distributions shall be distributed sequentially, to the Class A-2a, Class A-2b and Class A-2c Certificates, in that order, until their respective Certificate Principal Balances have been reduced to zero; provided, however, that with respect to distributions on any Distribution Date on which the aggregate Certificate Principal Balance of the Subordinate Certificates has been reduced to zero and the Overcollateralization Amount for such Distribution Date is equal to or less than zero, all distributions in respect of principal to be made to the Group II Certificates on such

Distributin Date shall be distributed, concurrently, to the Class A-2a, Class A-2b and Class A-2c Certificates, pro rata, based on their respective Certificate Principal Balances.

(g) On each Distribution Date, after making the distributions of the Available Distribution Amount as set forth above, the Trustee shall first, withdraw from the Net WAC Rate Carry Forward Reserve Account all net income from the investment of funds in the Net WAC Rate Carry Forward Reserve Account and distribute such amount to the Holders of the Class C Certificates, and second, withdraw from the Net WAC Rate Carry Forward Reserve Account, to the extent of amounts remaining on deposit therein, the amount of any Net WAC Rate Carry Forward Amount for such Distribution Date and distribute such amount as follows:

first, concurrently, to each Class of Class A Certificates, the Net WAC Carry Forward Amount for each such Class and such Distribution Date, on a pro rata basis based on such respective Net WAC Rate Carry Forward Amounts; and

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 and Servicer Prepayment Charge Payment Amounts remitted by the Servicer pursuant to Section 2.03(b)(ii), to the extent not related to Principal Prepayments occurring after the related Prepayment Period, and the Trustee shall distribute such amounts to the Holders of the Class P Certificates. Such distributions shall not be applied to reduce the Certificate Principal Balance of the Class P Certificates, and shall not be in respect of any Regular Interest the ownership of which is represented by the Class P Certificates.

(h) All distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among the outstanding Certificates in such Class based on their respective Percentage Interests. Payments in respect of each Class of Certificates on each Distribution Date shall be made to the Holders of the respective Class of record on the related Record Date (except as otherwise provided in Section 4.01(j) or Section 9.01 respecting the final distribution on such Class), based on the aggregate Percentage Interest represented by their respective Certificates, and shall be made by wire transfer of immediately available funds to the account of any such Holder at a bank or other entity having appropriate facilities therefor, if such Holder shall have so notified the Trustee in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date, or otherwise by check mailed by first class mail to the address of such Holder appearing in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee maintained for such purpose pursuant to Section 8.12 or such other location specified in the notice to Certificateholders of such final distribution.

Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting 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. None of the Trustee, the Certificate Registrar, the Depositor or the Servicer shall have any responsibility therefor except as otherwise provided by this Agreement or applicable law.

(i) The rights of the Certificateholders to receive distributions in respect of the Certificates, and all interests of the Certificateholders in such distributions, shall be as set forth in this Agreement. Neither the Holders of any Class of Certificates nor the Trustee nor the Servicer shall in any way be responsible or liable to the Holders of any other Class of Certificates in respect of amounts properly previously distributed on the Certificates.

(j) Except as otherwise provided in Section 9.01, whenever the Trustee expects that the final distribution with respect to any Class of Certificates shall be made on the next Distribution Date, the Trustee shall, no later than five (5) days after the related Determination Date, mail to each Holder on such date of such Class of Certificates a notice to the effect that:

(1) the Trustee expects that the final distribution with respect to such Class of Certificates shall be made on such Distribution Date, but only upon presentation and surrender of such Certificates at the office of the Trustee therein specified or its agent; and

(2) no interest shall accrue on such Certificates from and after the end of the related Interest Accrual Period.

Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust by the Trustee and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(j) shall not have been surrendered for cancellation within six months after the time specified in such notice, the Trustee shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Trustee shall, directly or through an agent, mail a final notice to remaining non-tendering Certificateholders concerning surrender of their Certificates but shall continue to hold any remaining funds for the benefit of non-tendering Certificateholders. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in such trust fund. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Trustee shall pay to the Representative all remaining amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Trustee as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(j).

(k) Notwithstanding anything to the contrary herein, (i) in no event shall the Certificate Principal Balance of a Class A Certificate or a Subordinate Certificate be reduced more than once in respect of any particular amount both (a) allocated to such Certificate in respect of Realized Losses pursuant to Section 4.04 and (b) distributed to the Holder of such Certificate in reduction of the Certificate Principal Balance thereof pursuant to this Section 4.01 from Net Monthly Excess Cashflow and (ii) in no event shall the Uncertificated Balance of a REMIC Regular Interest to be reduced more than once in respect of any particular amount both (a) allocated to such REMIC Regular Interest in respect of Realized Losses pursuant to Section 4.04 and (b) distributed on such REMIC Regular Interest in reduction of the Uncertificated Balance thereof pursuant to this Section 4.01.

SECTION 4.02.

Statements to Certificateholders.

On each Distribution Date, the Trustee shall prepare and make available to each Holder of the Regular Certificates, the Depositor, the Servicer, the Swap Provider, the Supplemental Interest Trustee, the NIMS Insurer, if any, and each Rating Agency, a statement as to the distributions made on such Distribution Date setting forth:

(i) the amount of the distribution made on such Distribution Date to the Holders of the Certificates of each Class allocable to principal, and the amount of distribution made on such Distribution Date to the Holders of the Class P Certificates allocable to Prepayment Charges or Servicer Prepayment Charge Payment Amounts;

(ii) the amount of the distribution made on such Distribution Date to the Holders of the Certificates of each Class allocable to interest;

(iii) the aggregate Servicing Fee received by the Servicer during the related Due Period and the aggregate Trustee Fee received by the Trustee during the related Due Period;

(iv)	the aggregate amount of P&I Advances for such Distribution Date;

(v) the aggregate Stated Principal Balance of the Mortgage Loans and any REO Properties as of the close of business on such Distribution Date;

(vi) the number, aggregate Stated Principal Balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the Mortgage Loans as of the related Due Date;

(vii) the number and aggregate unpaid Stated Principal Balance of Mortgage Loans (a) delinquent 30-59 days, (b) delinquent 60-89 days, (c) delinquent 90-119 days, (d) delinquent 120 or more days, in each case, as of the last day of the preceding calendar month, (e) as to which foreclosure proceedings have been commenced and (f) with respect to which the related Mortgagor has filed for protection under applicable bankruptcy laws, with respect to whom bankruptcy proceedings are pending or with respect to whom bankruptcy protection is in force;

(viii) 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 Stated Principal Balance and the Stated Principal Balance of such Mortgage Loan as of the date it became an REO Property;

(ix) the book value and the Stated Principal Balance of any REO Property as of the close of business on the last Business Day of the calendar month preceding the Distribution Date;

(x) the aggregate amount of Principal Prepayments made during the related Prepayment Period;

(xi) the aggregate amount of Realized Losses incurred during the related Prepayment Period (or, in the case of Bankruptcy Losses allocable to interest, during the related Due Period), separately identifying whether such Realized Losses constituted Bankruptcy Losses and the aggregate amount of Realized Losses incurred since the Closing Date, the aggregate amount of Subsequent Recoveries received during the related Prepayment Period and the aggregate amount of Subsequent Recoveries received since the Closing Date (to the extent reported to the Trustee);

(xii) the aggregate amount of Extraordinary Trust Fund Expenses withdrawn from the Collection Account or the Distribution Account for such Distribution Date;

(xiii) the aggregate Certificate Principal Balance of each Class of Certificates, after giving effect to the distributions, and allocations of Realized Losses, made on such Distribution Date, separately identifying any reduction thereof due to allocations of Realized Losses (to the extent reported to the Trustee);

(xiv) the Certificate Factor for each such Class of Certificates applicable to such Distribution Date;

(xv) the Interest Distribution Amount in respect of the Class A Certificates, the Subordinate Certificates and the Class C Certificates for such Distribution Date and the Interest Carry Forward Amount, if any, with respect to the Class A Certificates and the Subordinate Certificates on such Distribution Date, and in the case of the Class A Certificates, the Subordinate Certificates and the Class C Certificates, separately identifying any reduction thereof due to allocations of Realized Losses, Prepayment Interest Shortfalls and Relief Act Interest Shortfalls;

(xvi) the aggregate amount of any Prepayment Interest Shortfall for such Distribution Date, to the extent not covered by payments by the Servicer pursuant to Section 4.03(e) or allocated to the Class C Certificates;

(xvii) the aggregate amount of Relief Act Interest Shortfalls for such Distribution Date;

(xviii) the Overcollateralization Target Amount and the Credit Enhancement Percentage for such Distribution Date;

(xix) the Overcollateralization Increase Amount, if any, for such Distribution Date;

(xx) the Overcollateralization Reduction Amount, if any, for such Distribution Date;

(xxi) with respect to any Mortgage Loan as to which foreclosure proceedings have been concluded, the loan number and unpaid Stated Principal Balance of such Mortgage Loan as of the date of such conclusion of foreclosure proceedings;

(xxii) with respect to Mortgage Loans as to which a Final Recovery Determination has been made, the number of Mortgage Loans, the unpaid Stated Principal Balance of such Mortgage Loans as of the date of such Final Recovery Determination and the amount of proceeds (including Liquidation Proceeds and Insurance Proceeds) collected in respect of such Mortgage Loans;

(xxiii) the respective Pass-Through Rates applicable to the Class A Certificates, the Subordinate Certificates and the Class C Certificates for such Distribution Date and the Pass-Through Rate applicable to the Adjustable-Rate Certificates for the immediately succeeding Distribution Date;

(xxiv) the amount on deposit in the Net WAC Rate Carry Forward Reserve Account as of the Determination Date;

(xxv)

whether a Trigger Event is in effect;

(xxvi) the amount of any Net Swap Payments or Swap Termination Payments; and

(xxvii) the Net WAC Rate Carry Forward Amount for the Class A Certificates and the Subordinate Certificates, if any, for such Distribution Date and the amount remaining unpaid after reimbursements therefor on such Distribution Date.

With respect to the items described in (v), (vi), (vii), (viii), (x), (xi) and (xxii) above, the Trustee shall set forth such information with respect to each Loan Group and with respect to the Mortgage Pool.

The Trustee may make such statement available and certain other information, including, without limitation, information required to be provided by the Trustee, to Certificateholders, the Servicer, the Depositor, the Supplemental Interest Trustee, the NIMS Insurer, the Rating Agencies and beneficial owners of the Certificates through the Trustee’s web site. Such web site is currently located at “xxx.xxxxxxxxxxxxxxxxxxxx.xxx.” Assistance in using the web site can currently be obtained by calling the Trustee’s investor relations desk at 000-000-0000. Parties unable to use this distribution method may request that a paper copy be mailed to

them via first class mail by calling the investor relations desk. The location of such web page and the procedures used therein are subject to change from time to time at the Trustee’s discretion upon notice to all affected parties. The Trustee shall have the right to change the way monthly distribution statements are distributed in order to make such distribution more convenient and/or more accessible to the above parties. The Trustee shall be entitled to rely on but shall not be responsible for the content or accuracy of any information provided by third parties for purposes of preparing the monthly statement. As a condition to access the Trustee’s website, the Trustee may require registration and the acceptance of a disclaimer. Notwithstanding anything to the contrary set forth in this Agreement, the parties hereto acknowledge that in connection with the Trustee’s preparation of the foregoing reports, the Trustee shall rely solely upon the information provided to it in the Remittance Reports.

In the case of information furnished pursuant to subclauses (i) through (ii) above, the amounts shall be expressed as a dollar amount per Single Certificate of the relevant Class.

Within a reasonable period of time after the end of each calendar year, but in no event later than 30 Business Days 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 Holder of a Regular Certificate a statement containing the information set forth in subclauses (i) through (iii) above, aggregated for such calendar year or applicable portion thereof during which such person was a Certificateholder. Such obligation of the Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Trustee pursuant to any requirements of the Code as from time to time are in force.

Within a reasonable period of time after the end of each calendar year, but in no event later than 30 Business Days 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 Holder of a Residual Certificate a statement setting forth the amount, if any, actually distributed with respect to the Residual Certificates, as appropriate, 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 by the Trustee and furnished to such Holders pursuant to the rules and regulations of the Code as are in force from time to time.

The Trustee shall, upon written request, furnish to each Certificateholder or Certificate Owner and the NIMS Insurer, during the term of this Agreement, such periodic, special, or other reports or information, whether or not provided for herein, as shall be reasonable with respect to the Certificateholder or Certificate Owner, as applicable, or otherwise with respect to the purposes of this Agreement, all such reports or information to be provided at the expense of the Certificateholder or Certificate Owner, as applicable, in accordance with such reasonable and explicit instructions and directions as such Certificateholder or Certificate Owner may provide. For purposes of this Section 4.02, the Trustee’s duties are limited to the extent that the Trustee receives timely reports as required from the Servicer.

On each Distribution Date the Trustee shall provide Bloomberg Financial Markets, L.P. (“Bloomberg”) CUSIP level factors for each Class of Certificates as of such Distribution Date, using a format and media mutually acceptable to the Trustee and Bloomberg.

SECTION 4.03.

Remittance Reports and Other Reports to the Trustee; P&I Advances; Payments in Respect of Prepayment Interest Shortfalls.

(a) On the Servicer Reporting Date, the Servicer shall deliver to the Trustee, the NIMS Insurer and the Originator by telecopy (or by such other means as the Servicer, the Trustee, the NIMS Insurer and the Originator may agree from time to time) a Remittance Report with respect to the related Distribution Date. Such Remittance Report shall include (i) the amount of P&I Advances to be made by the Servicer in respect of the related Distribution Date, the aggregate amount of P&I Advances outstanding after giving effect to such P&I Advances, and the aggregate amount of Nonrecoverable Advances in respect of such Distribution Date and (ii) such other information with respect to the Mortgage Loans as the Trustee may reasonably require to perform the calculations necessary to make the distributions contemplated by Section 4.01 and to prepare the statements to Certificateholders contemplated by Section 4.02. The Trustee shall not be responsible to recompute, recalculate or verify any information provided to it by the Servicer.

The Servicer, within fifteen days after a request from any of the Trustee, the Depositor, the NIMS Insurer or the Originator, shall forward a statement prepared by the Servicer setting forth the status of the Collection Account as of the close of business of any prior Distribution Date, showing, for the period covered by such statement information regarding the Collection Account that is mutually agreed upon by the Servicer and the Trustee, the Depositor or the Originator, as applicable. Copies of such statement shall be provided by the Trustee to any Certificateholder or the Certificate Owner and to any Person identified to the Trustee as a prospective transferee of a Certificate, upon request (and the Trustee shall promptly request such report from the Servicer upon receipt of such request), at the expense of the requesting party, provided such statement is delivered by the Servicer to the Trustee.

The Servicer shall furnish to the Trustee monthly information reports on a loan level, as of the related Determination Date, to document Mortgage Loan payment activity on an individual Mortgage Loan basis. With respect to each month, the corresponding monthly information reports on a loan level (in electronic format) shall be received by the Trustee no later than the related Determination Date, which reports shall contain the following:

(i) with respect to each Monthly Payment, the amount of such remittance allocable to principal (including a separate breakdown of any Principal Prepayment, including the date of such prepayment, and any Prepayment Charges);

(ii) with respect to each Monthly Payment, the amount of such remittance allocable to interest;

(iii) the amount of servicing compensation received by the Servicer during the prior distribution period;

(iv) the individual and aggregate Stated Principal Balance of the Mortgage Loans;

(v) the aggregate expenses reimbursed to the Servicer during the prior distribution period pursuant to Section 3.05; and

(vi) the number and aggregate outstanding principal balances of Mortgage Loans (a) Delinquent (1) 31 to 59 days, (2) 60 to 89 days, (3) 90-119 days, (4) 120 or more days; (b) as to which foreclosure has commenced; and (c) as to which REO Property has been acquired.

(b) The amount of P&I Advances to be made by the Servicer for any Distribution Date shall equal, subject to Section 4.03(d), the sum of (i) the aggregate amount of Monthly Payments (with each interest portion thereof net of the related Servicing Fee), due on the related Due Date in respect of the Mortgage Loans (other than with respect to any Balloon Loan with a delinquent Balloon Payment as described in clause (iii) below), which Monthly Payments were delinquent as of the close of business on the related Determination Date, (ii) with respect to each second-lien Mortgage Loan and REO Property (other than with respect to any REO Property relating to a Balloon Loan with a Delinquent Balloon Payment as described in clause (iv) below), which REO Property was acquired during or prior to the related Prepayment Period and as to which such REO Property an REO Disposition did not occur during the related Prepayment Period, an amount equal to the interest portion of the related Monthly Payment net of the related Servicing Fee, (iii) with respect to each Balloon Loan with a delinquent Balloon Payment, an amount equal to the assumed monthly principal and interest payment (with each interest portion thereof net of the related Servicing Fee) that would have been due on the related Due Date based on the principal amortization schedule for such Balloon Loan assuming such Mortgage Loan was not a Balloon Loan, and (iv) with respect to each REO Property relating to a Balloon Loan with a delinquent Balloon Payment, which REO Property was acquired during or prior to the related Prepayment Period and as to which REO Property an REO Disposition did not occur during the related Prepayment Period, an amount equal to the excess, if any, of the assumed monthly interest payment (net of the related Servicing Fee) that would have been due on the related Due Date based on the principal amortization schedule for the related Balloon Loan assuming such Mortgage Loan was not a Balloon Loan, over the net income from such REO Property transferred to the Distribution Account pursuant to Section 3.13 for distribution on such Distribution Date.

On or before 3:00 p.m. New York time on the Servicer Remittance Date, the Servicer shall remit in immediately available funds to the Trustee for deposit in the Distribution Account an amount equal to the aggregate amount of P&I Advances, if any, to be made in respect of the Mortgage Loans and REO Properties for the related Distribution Date either (i) from its own funds, (ii) from the Collection Account, to the extent of funds held therein for future distribution (in which case, it shall cause to be made an appropriate entry in the records of the Collection Account that amounts held for future distribution have been, as permitted by this Section 4.03, used by the Servicer in discharge of any such P&I Advance) or (iii) in the form of any combination of (i) and (ii) aggregating the total amount of P&I Advances to be made by the Servicer with respect to the Mortgage Loans and REO Properties. Servicing Advances, if any, to be made by the Servicer in respect of the Mortgage Loans and REO Properties for the related Distribution Date may be made either (i) from its own funds, (ii) from the Collection Account, to the extent of funds held therein for future distribution (in which case, it shall cause to be made an appropriate entry in the records of the Collection Account that amounts held for future

distribution have been, as permitted by this Section 4.03, used by the Servicer in discharge of any such Servicing Advance) or (iii) in the form of any combination of (i) and (ii) aggregating the total amount of Servicing Advances to be made by the Servicer with respect to the Mortgage Loans and REO Properties. Any amounts held for future distribution used by the Servicer to make a P&I Advance or Servicing Advance as permitted in the two preceding sentences or withdrawn by the Servicer as permitted in Section 3.05(a)(vii) in reimbursement of P&I Advances and Servicing Advances previously made shall be appropriately reflected in the Servicer’s records and replaced by the Servicer by deposit in the Collection Account on or before any future Servicer Remittance Date to the extent that the Available Distribution Amount for the related Distribution Date (determined without regard to P&I Advances and Servicing Advances to be made on the Servicer Remittance Date) shall be less than the total amount that would be distributed to the Classes of Certificateholders pursuant to Section 4.01 on such Distribution Date if such amounts held for future distributions had not been so used to make P&I Advances or Servicing Advances. The Trustee shall provide notice to the Servicer, the Depositor, the NIMS Insurer and the Originator by telecopy by the close of business on any Servicer Remittance Date in the event that the amount remitted by the Servicer to the Trustee on such date is less than the P&I Advances required to be made by the Servicer for the related Distribution Date.

(c) The obligation of the Servicer to make such P&I Advances is mandatory, notwithstanding any other provision of this Agreement but subject to (d) below, and, with respect to any Mortgage Loan or REO Property, shall continue until a Final Recovery Determination in connection therewith or the removal thereof from REMIC I pursuant to any applicable provision of this Agreement, except as otherwise provided in this Section.

(d) Notwithstanding anything herein to the contrary, no P&I Advance or Servicing Advance shall be required to be made hereunder by the Servicer if such P&I Advance or Servicing Advance would, if made, constitute a Nonrecoverable Advance or Nonrecoverable Servicing Advance. The determination by the Servicer that it has made a Nonrecoverable Advance or a Nonrecoverable Servicing Advance or that any proposed P&I Advance or Servicing Advance, if made, would constitute a Nonrecoverable Advance or Nonrecoverable Servicing Advance, respectively, shall be evidenced by an Officers’ Certificate of the Servicer delivered to the Depositor, the Trustee and the NIMS Insurer.

(e) The Servicer shall deliver to the Trustee for deposit into the Distribution Account on or before 3:00 p.m. New York time on the Servicer Remittance Date from its own funds an amount (“Compensating Interest”) equal to the lesser of (i) the aggregate of the Prepayment Interest Shortfalls for the related Distribution Date resulting solely from Principal Prepayments in full during the related Prepayment Period and (ii) the amount of its aggregate Servicing Fee for the most recently ended calendar month. The Servicer shall not have the right to reimbursement for any amounts remitted to the Trustee in respect of Prepayment Interest Shortfalls. Such amounts so remitted shall be included in the Available Distribution Amount and distributed therewith on the next Distribution Date. The Servicer shall not be obligated to pay any amounts with respect to Principal Prepayments in part and Relief Act Interest Shortfalls.

SECTION 4.04.

Allocation of Realized Losses.

(a) On or before each Determination Date, the Servicer shall determine as to each Mortgage Loan and REO Property: (i) the total amount of Realized Losses, if any, incurred in connection with any Final Recovery Determinations made during the related Prepayment Period; (ii) whether and the extent to which such Realized Losses constituted Bankruptcy Losses; and (iii) the respective portions of such Realized Losses allocable to interest and allocable to principal. On or before each Determination Date, the Servicer shall also determine as to each Mortgage Loan: (A) the total amount of Realized Losses, if any, incurred in connection with any Deficient Valuations made during the related Prepayment Period; and (B) the total amount of Realized Losses, if any, incurred in connection with Debt Service Reductions in respect of Monthly Payments due during the related Due Period. The information described in the two preceding sentences that is to be supplied by the Servicer shall be evidenced by an Officers’ Certificate delivered to the Trustee and the Depositor by the Servicer on the Servicer Reporting Date immediately following the end of (x) in the case of Bankruptcy Losses allocable to interest, the Due Period during which any such Realized Loss was incurred, and (y) in the case of all other Realized Losses, the Prepayment Period during which any such Realized Loss was incurred.

(b) All Realized Losses on the Mortgage Loans shall be allocated by the Trustee on each Distribution Date as follows: first, in reduction of interest accrued on and otherwise distributable to the Class C Interest and Class C Certificates to the extent of Net Monthly Excess Cashflow for such Distribution Date; and second, in reduction of the Certificate Principal Balance of the Class C Certificates and Uncertificated Balance of the Class C Interest and (determined after taking into account all distributions made on the Certificates on such Distribution Date), until the Certificate Principal Balance and Uncertificated Balance thereof have been reduced to zero. If on any Distribution Date, after all distributions are made by the Trustee pursuant to Section 4.01 hereof, the aggregate Certificate Principal Balance of the Class A Certificates, the Subordinate Certificates and the Class P Certificates exceeds the sum of the Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after taking into account prepayments during the related Prepayment Period), the amount of such excess shall be allocated: first, to the Class B-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; second, to the Class B-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class B-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class B-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class B-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; tenth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and eleventh, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero.

Any such allocation to a Class of Subordinate Certificates on any Distribution Date shall be made by reducing the Certificate Principal Balance thereof (after the actual distributions to be made on such Distribution Date pursuant to Section 4.01 hereof) by the amount so allocated; any allocation of Realized Losses to a Class C Certificate shall be made by reducing the amount otherwise payable in respect thereof pursuant to Section 4.01(d)(xxv). No allocations of any Realized Losses shall be made to the Certificate Principal Balances of the Class A Certificates or the Class P Certificates.

As used herein, an allocation of a Realized Loss on a “pro rata basis” among two or more specified Classes of Certificates means an allocation on a pro rata basis, among the various Classes so specified, to each such Class of Certificates on the basis of their then outstanding Certificate Principal Balances prior to giving effect to distributions to be made on such Distribution Date. All Realized Losses and all other losses allocated to a Class of Certificates hereunder shall be allocated among the Certificates of such Class in proportion to the Percentage Interests evidenced thereby.

(i) All Realized Losses on the Group I Loans shall be allocated on each Distribution Date as follows: (A) the interest portion of such Realized Losses shall be allocated to interest paid in respect of the REMIC I Regular Interests relating to the Group I Loans, pro rata, and (B) the principal portion of such Realized Losses shall be allocated first, to REMIC I Regular Interest I-OC Cash, until the Uncertificated Balance of such REMIC I Regular Interest is reduced to zero; second, to REMIC I Regular Interest I-OC, until the Uncertificated Balance of such REMIC I Regular Interest is reduced to zero; third, to REMIC I Regular Interest I-1-A through REMIC I Regular Interest I-52-B, starting with the lowest numerical denomination until each such REMIC I Regular Interest has been reduced to zero, provided that, for REMIC I Regular Interests with the same numerical denomination, such Realized Losses shall be allocated pro rata between such REMIC I Regular Interests. All Realized Losses on the Group II Loans shall be allocated on each Distribution Date as follows: (A) the interest portion of such Realized Losses shall be allocated to interest paid in respect of the REMIC I Regular Interests relating to the Group II Loans, pro rata, and (B) the principal portion of such Realized Losses shall be allocated first, to REMIC I Regular Interest II-OC Cash, until the Uncertificated Balance of such REMIC I Regular Interest is reduced to zero; second, to REMIC I Regular Interest II-OC, until the Uncertificated Balance of such REMIC I Regular Interest is reduced to zero; third, to REMIC I Regular Interest II-1-A through REMIC I Regular Interest II-52-B, starting with the lowest numerical denomination until each such REMIC I Regular Interest has been reduced to zero, provided that, for REMIC I Regular Interests with the same numerical denomination, such Realized Losses shall be allocated pro rata between such REMIC I Regular Interests.

The REMIC II Marker Percentage of all Realized Losses on the Mortgage Loans shall be allocated by the Trustee on each Distribution Date to the following REMIC II Regular Interests in the specified percentages, as follows: first, to Uncertificated Interest payable to the REMIC II Regular Interest AA and REMIC II Regular Interest ZZ up to an aggregate amount equal to the REMIC II Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the Uncertificated Balances of the REMIC II Regular Interest AA and REMIC II Regular Interest ZZ up to an aggregate amount equal to the REMIC II Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated Balances of REMIC II Regular Interest AA,

REMIC II Regular Interest B-5 and REMIC II Regular Interest ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC II Regular Interest B-5 has been reduced to zero; fourth, to the Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular Interest B-4 and REMIC II Regular Interest ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC II Regular Interest B-4 has been reduced to zero; fifth, to the Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular Interest B-3 and REMIC II Regular Interest ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC II Regular Interest B-3 has been reduced to zero; sixth, to the Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular Interest B-2 and REMIC II Regular Interest ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC II Regular Interest B-2 has been reduced to zero; seventh, to the Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular Interest B-1 and REMIC II Regular Interest ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC II Regular Interest B-1 has been reduced to zero; eighth, to the Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-6 and REMIC II Regular Interest ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC II Regular Interest M-6 has been reduced to zero; ninth, to the Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-5 and REMIC II Regular Interest ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC II Regular Interest M-5 has been reduced to zero; tenth, to the Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-4 and REMIC II Regular Interest ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC II Regular Interest M-4 has been reduced to zero; eleventh, to the Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-3 and REMIC II Regular Interest ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC II Regular Interest M-3 has been reduced to zero; twelfth, to the Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-2 and REMIC II Regular Interest ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC II Regular Interest M-2 has been reduced to zero; and thirteenth, to the Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-1 and REMIC II Regular Interest ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC II Regular Interest M-1 has been reduced to zero.

The REMIC II Sub WAC Allocation Percentage of all Realized Losses shall be applied after all distributions have been made on each Distribution Date first, so as to keep the Uncertificated Balance of each REMIC II Regular Interest ending with the designation “Grp” equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC II Regular Interest ending with the designation “Sub,” so that the Uncertificated Balance of each such REMIC II Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related Loan Group over (y) the current aggregate Certificate Principal Balance of the Class A Certificates in the related Loan Group (except that if any such excess is a larger number than in the preceding distribution period, the least amount of Realized Losses shall be applied to such REMIC II Regular Interests such that the REMIC II Subordinated Balance Ratio is maintained); and third, any remaining Realized Losses shall be allocated to REMIC II Regular Interest XX.

SECTION 4.05.

Compliance with Withholding Requirements.

Notwithstanding any other provision of this Agreement, the Trustee shall comply with all federal withholding requirements respecting payments to Certificateholders of interest or original issue discount that the Trustee reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Trustee does withhold any amount from interest or original issue discount payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, the Trustee shall indicate the amount withheld to such Certificateholders.

SECTION 4.06.

Commission Reporting.

(a) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Trustee shall, if so requested by the Depositor, prepare on behalf of the Trust Fund any Forms 10-D, 8-K and 10-K (or other comparable required form containing the same or comparable information or other information mutually agreed upon) customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Commission thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Commission to sign) and the Trustee shall, if so requested by the Depositor, file (via the Commission’s Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor (or such other entity). Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee or the Servicer, shall be responsible for executing each Form 10-D, 8-K and 10-K filed on behalf of the Trust.

(b) Each Form 8-K or 10-D shall, if so requested by the Depositor, be filed by the Trustee within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Prior to March 30^th of each year (or such earlier date as may be required by the Exchange Act and the Rules and Regulations of the Commission), if so requested by the Depositor, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff’s 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, if so requested by the Depositor, file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall not have any liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to its inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit J-1 (the “Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization.

(c) In addition, (x) the Trustee shall sign a certification (in the form attached hereto as Exhibit J-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of items 1 through 3 of the Certification (the “Trustee’s Certification”) (provided, however, that the Trustee shall not undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K) and (y) the Servicer shall sign a certification (in the

form attached hereto as Exhibit J-3) for the benefit of the Depositor, the Trustee and their officers, directors and Affiliates regarding certain aspects of the Certification (the “Servicer Certification”). The Servicer Certification shall be delivered to the Depositor and the Trustee no later than March 15^th of each year (or if such day is not a Business Day, the immediately preceding Business Day). The Trustee’s Certification shall be delivered to the Depositor by no later than March 18^th of each year (or if such day is not a Business Day, the immediately preceding Business Day). If the Depositor chooses to have the Trustee file the Form 10-K with the Commission on its behalf, it shall deliver the Certification to the Trustee for filing no later than March 20^th of each year (or if such day is not a Business Day, the immediately preceding Business Day).

The Depositor shall indemnify and hold harmless the Trustee 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 a breach of the Depositor’s obligations under this Section 4.06 or the Depositor’s negligence, bad faith or willful misconduct in connection therewith.

In addition, the Servicer shall indemnify and hold harmless the Depositor 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 a breach of the Servicer’s obligations under this Section 4.06 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith. The Depositor shall indemnify and hold harmless the Servicer 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 a breach of the Depositor’s obligations under this Section 4.06 or the Depositor’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 or the Servicer, as applicable, then the other party, in connection with a breach of its respective obligations under this Section 4.06 or its respective negligence, bad faith or willful misconduct in connection therewith, agrees that it shall contribute to the amount paid or payable by the other party as a result of the losses, claims, damages or liabilities of the other party in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Servicer on the other.

(d) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information.

(e) Prior to January 30^th of the first year in which it is able to do so under applicable law, if so requested by the Depositor or the Trustee, as the case may be, shall file a Form 15 Suspension Notification with respect to the Trust Fund.

(f) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 4.06 comply with the reporting requirements under the Exchange Act, the Servicer and the Trustee hereby agrees that they shall reasonably cooperate to amend the provisions of this Section 4.06 (in accordance with Section 11.01) in order to comply with such amended reporting requirements and such amendment of this Section 4.06. Any such amendment may result in the reduction of the reports

filed by the Depositor under the Exchange Act. Notwithstanding the foregoing, the Trustee shall not be obligated to enter into any amendment pursuant to this Section that adversely affects its obligations and immunities under this Agreement.

(g) Notwithstanding anything to the contrary in Section 4.06, the Depositor reserves the right to execute and file with the Commission reports required for the Trust Fund, provided that the Servicer and the Trustee shall remain obligated to satisfy the other provisions of Section 4.06.

SECTION 4.07.

Supplemental Interest Trust.

(a) No later than the Closing Date, the Supplemental Interest Trustee shall establish and maintain with itself, as agent for the Trustee, a separate trust for the benefit of the Holders of the Class A Certificates and the Subordinate Certificates (the “Supplemental Interest Trust”) into which the Depositor shall deposit $1,000. The Supplemental Interest Trust shall hold the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be an Eligible Account and amounts therein shall be held uninvested.

(b) Net Swap Payments and Swap Termination Payments (other than Swap Termination Payments resulting from a Swap Provider Trigger Event) payable by the Trust to the Swap Provider pursuant to the Interest Rate Swap Agreement shall be deducted from the Interest Remittance Amount, and to the extent of any such remaining amounts due, from the Principal Remittance Amount, and deposited into the Supplemental Interest Trust by the Trustee pursuant to Section 4.01(b)(I) prior to any distributions to the Certificateholders. On or before each Distribution Date, such amounts shall be remitted by the Supplemental Interest Trustee to the Swap Provider, first to make any Net Swap Payment owed to the Swap Provider pursuant to the Swap Agreement for such Distribution Date, and second to make any Swap Termination Payment (not due to a Swap Provider Trigger Event) owed to the Swap Provider pursuant to the Swap Agreement for such Distribution Date and any such payment remaining unpaid from prior Distribution Dates. For federal income tax purposes, such amounts paid to the Supplemental Interest Trust on each Distribution Date shall first be deemed paid to the Supplemental Interest Trust in respect of REMIC VI Regular Interest IO to the extent of the amount distributable on such REMIC VI Regular Interest IO on such Distribution Date, and any remaining amount shall be deemed paid to the Supplemental Interest Trust in respect of a Class IO Distribution Amount. Any amount distributable in respect of REMIC VI Regular Interest IO on any Distribution Date in excess of the Net Swap Payment, if any, or Swap Termination Payment (other than a Swap Termination Payment arising as a result of a Swap Provider Trigger Event), if any, payable to the Swap Provider on such Distribution Date shall be deposited into the Supplemental Interest Trust, and such excess shall be distributed by the Supplemental Interest Trustee pursuant to Section 4.07(c). Any Swap Termination Payment triggered by a Swap Provider Trigger Event owed to the Swap Provider pursuant to the Interest Rate Swap Agreement shall be subordinated to distributions to the Holders of the Class A Certificates and Subordinate Certificates and shall be paid by the Trustee to the Supplemental Interest Trustee as set forth under Section 4.01(d). All such Swap Termination Payments received by the Supplemental Interest Trustee pursuant to Section 4.01(d) shall be remitted by the Supplemental Interest Trustee to the Swap Provider on such Distribution Date. Any Excess Non-REMIC Termination Payments paid by the Trustee to the Supplemental Interest Trustee as set forth under Section 9.01(a) shall be paid first, to the

Swap Provider up to the Swap Termination Payment (not due to a Swap Provider Trigger Event) owed to the Swap Provider and remaining unpaid or due as a result of the exercise of the option to terminate this Agreement as set forth in Section 9.01(a), and then, any remaining amounts, to the holders of the Class C Certificates.

(c) Subject to Section 4.07(f), the Supplemental Interest Trustee shall deposit into the Supplemental Interest Trust, upon receipt, all amounts received from the Swap Provider pursuant to the Interest Rate Swap Agreement, and on each Distribution Date, the Supplemental Interest Trustee shall make, and the Supplemental Interest Trustee has been directed by the Class C Certificateholder to make, the following distributions from amounts on deposit in the Supplemental Interest Trust in the following order of priority:

first, concurrently, to each Class of Class A Certificates, the related Class A Interest Distribution Amount, remaining undistributed after the distributions of the Group I Interest Remittance Amount and the Group II Interest Remittance Amount, on a pro rata basis based on such respective remaining Interest Distribution Amount;

second, sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates, in that order, the related Interest Distribution Amount and Interest Carry Forward Amount, remaining undistributed after the distributions of the Group I Interest Remittance Amount and the Group II Interest Remittance Amount and the Net Monthly Excess Cashflow;

third, to the Holders of the Class or Classes of Certificates then entitled to receive distributions in respect of principal, pro rata based on the amount of principal payable to such class on such distribution date, that amount in respect of principal necessary to reach or maintain the applicable Overcollateralization Target Amount for such Distribution Date after taking into account distributions of the Available Distribution Amount for such Distribution Date;

fourth, concurrently, to each Class of Class A Certificates, the related Net WAC Rate Carry Forward Amount remaining unpaid after distributions from the Net WAC Rate Carry Forward Reserve Account, on a pro rata basis based the outstanding Certificate Principal Balance of each class of Class A Certificates, in each case up to their respective Swap Payment Allocation;

fifth, sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates, in that order, the related Net WAC Rate Carry Forward Amount remaining unpaid after distributions from the Net WAC Rate Carry Forward Reserve Account, in each case up to their respective Swap Payment Allocation;

sixth, concurrently, to each Class of Class A Certificates and Subordinate Certificates, the related Net WAC Rate Carry Forward Amount remaining unpaid, on a pro rata basis based on such respective remaining Net WAC Rate Carry Forward Amounts;

seventh, sequentially to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class B-4 and Class B-5 Certificates, in that

order, in each case up to the related Allocated Realized Loss Amount related to such Certificates for such Distribution Date remaining undistributed after distribution of the Net Monthly Excess Cashflow;

eighth, to the Servicer, any remaining Swap Termination Payment paid by the Swap Provider to the Supplemental Interest Trust upon a termination in accordance with Section 9.01(a)(i); and

ninth, any remaining amounts to the Class C Certificates.

(d) The Supplemental Interest Trust constitutes an “outside reserve fund” within the meaning of Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC. The Holders of the Class C Certificates shall be the beneficial owner of the Supplemental Interest Trust, subject to the power of the Supplemental Interest Trustee to transfer amounts under this Agreement. The Supplemental Interest Trustee shall keep records that accurately reflect the funds on deposit in the Supplemental Interest Trust. The Supplemental Interest Trustee shall, at the written direction of the holder of 66% of the Voting Rights of the Class C Certificates, invest amounts on deposit in the Supplemental Interest Trust in Permitted Investments. In the absence of such written direction to the Supplemental Interest Trustee, all funds in the Supplemental Interest Trust shall remain uninvested. On each Distribution Date, the Supplemental Interest Trustee shall distribute, not as a distribution in respect of any interest in any REMIC, any income or gain earned on the invested assets in the Supplemental Interest Trust to the Holders of the Class C Certificates. All amounts earned on amounts on deposit in the Supplemental Interest Trust shall be taxable to the Class C Certificateholder. Any losses on such investments shall be deposited in the Supplemental Interest Trust by the Class C Certificateholder out of its own funds immediately as realized.

(e) The Trustee shall treat the Holders of Certificates (other than the Class C, Class P and Residual Certificates) as having entered into a notional principal contract with respect to the Holders of the Class C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class C, Class P and Residual Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC III Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates, based on the excess of, with respect to each such Certificate, (i) the amount of interest otherwise payable to the REMIC III Regular Interest relating to such Certificate over (ii) the amount of interest payable to such Certificate at a per annum rate equal to the Net WAC Pass-Through Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class C Certificates shall be treated as having agreed to pay Net WAC Rate Carry Forward Amounts to the Holders of the Certificates (other than the Class C, Class P and Residual Certificates) in accordance with the terms of this Agreement. Any payments to the Certificates from amounts deemed received in respect of this notional principal contract shall not be payments with respect

to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1). However, any payment from the Certificates (other than the Class C, Class P and Residual Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of each such Certificate in respect of the related REMIC III Regular Interest and as having been paid by such Holders to the Holder of the Class C Certificates pursuant to the notional principal contract. Thus, each Certificate (other than the Class P and Residual Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC III, but also ownership of an interest in, and obligations with respect to, a notional principal contract.

(f) In the event that the Interest Rate Swap Agreement is terminated prior to the Distribution Date in April 2010, the Supplemental Interest Trustee shall use reasonable efforts to appoint a successor swap provider using any Swap Termination Payments paid by the Swap Provider. Notwithstanding the foregoing, in the event that the Supplemental Interest Trustee receives a Swap Termination Payment from the Swap Provider and a successor Swap Provider cannot be obtained, then the Supplemental Interest Trustee will deposit such Swap Termination Payment into the Supplemental Interest Trust, and on each subsequent Distribution Date (until the termination date of the original Interest Rate Swap Agreement), will withdraw the amount of any Net Swap Payment payable by the Swap Provider (calculated in accordance with the terms of the original Interest Rate Swap Agreement) and administer such Net Swap Payment in accordance with Section 4.07(c).

SECTION 4.08.

Tax Treatment of Class IO Distribution Amounts in the Event of Resecuritization of Class A Certificates or Subordinate Certificates.

In the event that any Class A Certificate or Subordinate Certificate is resecuritized in a REMIC (the “Resecuritization REMIC”), for federal income tax purposes, (i) payments on the REMIC III Regular Interest corresponding to such Class A Certificate or Subordinate Certificate shall, for the avoidance of doubt, be deemed to include the related Class IO Distribution Amount, and (ii) to the extent provided in the operative documents for the Resecuritization REMIC, (a) payments on the “regular interests” issued by the Resecuritization REMIC shall be deemed to include in the aggregate such Class IO Distribution Amount, and (b) such Class IO Distribution Amount shall be deemed paid to the Holder of the Class C Certificates pursuant to a notional principal contract entered into by the holders of one or more “regular interests” issued by the Resecuritization REMIC (“Resecuritization Holders”) and the Holder of the Class C Certificates. In such event, Class IO Distribution Amounts deemed paid by Resecuritization Holders under clause (b) of the immediately preceding sentence shall be paid on behalf of such holders pursuant to Section 4.07(b) hereof.

SECTION 4.09.

Net WAC Rate Carry Forward Reserve Account.

(a) No later than the Closing Date, the Trustee shall establish and maintain with itself, as agent for the Trustee, a separate, segregated trust account titled, “Net WAC Rate Carry Forward Reserve Account, The Bank of New York, as Trustee, in trust for the registered Holders of GE-WMC Mortgage Securities, L.L.C., Asset-Backed Pass-Through Certificates, Series 2005-1.” On the Closing Date, the Depositor shall cause an amount equal to the Net WAC

Rate Carry Forward Reserve Account Deposit to be deposited into the Net WAC Rate Carry Forward Reserve Account. On each Distribution Date as to which there is a Net WAC Rate Carry Forward Amount payable to any Class of Class A Certificates and/or Subordinate Certificates, the Trustee shall deposit the amounts distributable pursuant to clause (xxiii) of Section 4.01(d) into the Net WAC Rate Carry Forward Reserve Account, and the Trustee has been directed by the Class C Certificateholder to distribute amounts in such account to the Holders of the Class A and/or Subordinate Certificates in the amounts and priorities set forth in clause (xxiii) of Section 4.01(d). Any amount paid to the Holders of Class A Certificates and/or Subordinate Certificates pursuant to the preceding sentence in respect of Net WAC Rate Carry Forward Amount shall be treated as distributed to the Class C Certificateholder in respect of the Class C Certificates and paid by the Class C Certificateholder to the Holders of the Class A Certificates and/or Subordinate Certificates. Any payments to the Holders of the Class A Certificates and/or Subordinate Certificates in respect of Net WAC Rate Carry Forward Amounts shall not be payments with respect to a Regular Interest in a REMIC within the meaning of Code Section 860(G)(a)(1).

(b) The Trustee on behalf of the Trust shall be the nominal owner of the Net WAC Rate Carry Forward Reserve Account. The Class C Certificateholder shall be the beneficial owner of the Net WAC Rate Carry Forward Reserve Account, subject to the power of the Trustee to transfer amounts under Section 4.01(d). Upon the termination of the Trust, or the payment in full of the Class A Certificates and the Subordinate Certificates, all amounts remaining on deposit in the Net WAC Rate Carry Forward Reserve Account shall be released by the Trust Fund and distributed to the Class C Certificateholders or their designees. The Net WAC Rate Carry Forward Reserve Account is an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and shall be part of the Trust Fund but not part of any REMIC. Amounts in the Net WAC Rate Carry Forward Reserve Account shall, at the direction of the Class C Certificateholder, be invested in Permitted Investments that mature no later than the Business Day prior to the next succeeding Distribution Date. All net income and gain from such investments shall be distributed to the Class C Certificateholder, not as a distribution in respect of any interest in any REMIC, on such Distribution Date. All amounts earned on amounts on deposit in the Net WAC Rate Carry Forward Reserve Account shall be taxable to the Class C Certificateholder. Any losses on such investments shall be deposited in the Net WAC Rate Carry Forward Reserve Account by the Class C Certificateholder out of its own funds immediately as realized.

(c) By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Net WAC Rate Carry Forward Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carry Forward Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.

(d) For federal income tax return and information reporting purposes, the value assigned to the right of the Holders of the Class A and Subordinate Certificates to receive

payments from the Net WAC Rate Carry Forward Reserve Account in respect of any Net WAC Rate Carry Forward Amount shall be nominal.

ARTICLE V

THE CERTIFICATES

SECTION 5.01.

The Certificates.

(a) The Certificates in the aggregate shall represent the entire beneficial ownership interest in the Mortgage Loans and all other assets included in REMIC I. At the Closing Date, the aggregate Certificate Principal Balance of the Certificates shall equal the aggregate Stated Principal Balance of the Mortgage Loans.

The Certificates shall be substantially in the forms annexed hereto as Exhibits A-1 through A-6. The Certificates of each Class shall be issuable in registered form only, in denominations of authorized Percentage Interests as described in the definition thereof. Each Certificate shall share ratably in all rights of the related Class.

Upon original issue, the Certificates shall be executed by the Trustee, and delivered by the Trustee and the Trustee shall cause the Certificates to be authenticated by the Certificate Registrar to or upon the order of the Depositor. The Certificates shall be executed and attested by manual or facsimile signature on behalf of the Trustee by an authorized signatory. Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided herein executed by the Certificate Registrar by manual signature, and such certificate of authentication 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.

(b) The Class A Certificates and the Subordinate Certificates shall initially be issued as one or more Certificates held by the Book-Entry Custodian or, if appointed to hold such Certificates as provided below, the Depository, and registered in the name of the Depository or its nominee and, except as provided below, registration of such Certificates may not be transferred by the Trustee except to another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. The Certificate Owners shall hold their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. The Trustee is hereby initially appointed as the Book-Entry Custodian and hereby agrees to act as such in accordance herewith and in accordance with the agreement that it

has with the Depository authorizing it to act as such. The Book-Entry Custodian may, and if it is no longer qualified to act as such, the Book-Entry Custodian shall, appoint, by a written instrument delivered to the Depositor, the Servicer, the Trustee (if the Trustee is not the Book-Entry Custodian) and any other transfer agent (including the Depository or any successor Depository), to act as Book-Entry Custodian under such conditions as the predecessor Book-Entry Custodian and the Depository or any successor Depository may prescribe, provided that the predecessor Book-Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any such appointment of other than the Depository. If the Trustee resigns or is removed in accordance with the terms hereof, if it so elects, the Depository shall immediately succeed to its predecessor’s duties as Book-Entry Custodian. The Depositor shall have the right to inspect, and to obtain copies of, any Certificates held as Book-Entry Certificates by the Book-Entry Custodian.

The Trustee, the Servicer and the Depositor may for all purposes (including the making of payments due on the Book-Entry Certificates) deal with the Depository as the authorized representative of the Certificate Owners with respect to the Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date.

If (i)(A) the Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository, and (B) the Depositor is unable to locate a qualified successor or (ii) after the occurrence of a Servicer Event of Default, Certificate Owners representing in the aggregate not less than 51% of the Ownership Interests of the Book-Entry Certificates advise the Trustee through the Depository, in writing, that the continuation of a book-entry system through the Depository is no longer in the best interests of the Certificate Owners, the Trustee shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Book-Entry Custodian or the Depository, as applicable, accompanied by registration instructions from the Depository for registration of transfer, the Trustee shall issue the Definitive Certificates. Such Definitive Certificates shall be issued in minimum denominations of $100,000, except that any beneficial ownership that was represented by a Book-Entry Certificate in an amount less than $100,000 immediately prior to the issuance of a Definitive Certificate shall be issued in a minimum denomination equal to the amount represented by such Book-Entry Certificate. None of the Depositor, the Servicer, or the Trustee shall be liable for any delay in the delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Depository shall be deemed to be imposed upon and performed by the Trustee, to the extent

applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder.

SECTION 5.02.

Registration of Transfer and Exchange of Certificates.

(a) The Trustee shall cause to be kept at one of the offices or agencies to be appointed by the Trustee in accordance with the provisions of Section 8.12 a Certificate Register for the Certificates in which, subject to such reasonable regulations as it may prescribe, the Trustee 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 Certificate Registrar may appoint, by a written instrument delivered to the Servicer and the Depositor, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee shall at any time not be the Certificate Registrar, the Trustee shall have and maintain the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register.

(b) No transfer of any Class C, Class P or Residual Certificate (the “Private Certificates”) shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and an effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event that such a transfer of a Private Certificate is to be made without registration or qualification (other than in connection with (i) the initial transfer of any such Certificate by the Depositor to an affiliate of the Depositor, (ii) the transfer of any such Class C, Class P or Residual Certificate to the issuer under the Indenture or the indenture trustee under the Indenture or (iii) a transfer of any such Class C, Class P or Residual Certificate from the issuer under the Indenture or the indenture trustee under the Indenture to the Depositor or an Affiliate of the Depositor), the Trustee and the Certificate Registrar shall each require receipt of: (i) if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Certificateholder desiring to effect the transfer and from such Certificateholder’s prospective transferee, substantially in the forms attached hereto as Exhibit F-1; and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration (which Opinion of Counsel shall not be an expense of the Depositor, the Trustee, the Servicer, or the Trust Fund), together with copies of the written certification(s) of the Certificateholder desiring to effect the transfer and/or such Certificateholder’s prospective transferee upon which such Opinion of Counsel is based, if any. None of the Depositor, the Certificate Registrar or the Trustee is obligated to register or qualify the Private Certificates under the 1933 Act or any other securities laws or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without registration or qualification. Any Certificateholder desiring to effect the transfer of a Private Certificate shall, and does hereby agree to, indemnify the Trustee, the Depositor, the Certificate Registrar and the 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.

Notwithstanding the foregoing, no certification or Opinion of Counsel described in this Section 5.02(b) shall be required in connection with the transfer, on the Closing Date, of any Residual Certificate by the Depositor to an “accredited investor” within the meaning of Rule 501(d) of the 1933 Act.

(c) No transfer of a Class C, Class P or Residual Certificate or any interest therein shall be made to any Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with “Plan Assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”), as certified by such transferee in the form of Exhibit G, unless the Trustee is provided with an Opinion of Counsel for the benefit of the Trust Fund, the Depositor, the Trustee and the Servicer and on which they may rely, which shall be to the effect that the purchase and holding of such Certificates is permissible under applicable law, shall not constitute or result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code and shall not subject the Depositor, the Servicer, the Trustee or the Trust Fund to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Servicer, the Trustee, the NIMS Insurer or the Trust Fund. Neither an Opinion of Counsel nor any certification shall be required in connection with (i) the initial transfer of any such Certificate by the Depositor to an affiliate of the Depositor, (ii) the transfer of any such Class C, Class P or Residual Certificate to the issuer under the Indenture or the indenture trustee under the Indenture or (iii) a transfer of any such Class C, Class P or Residual Certificate from the issuer under the Indenture or the indenture trustee under the Indenture to the Depositor or an Affiliate of the Depositor (in which case, the Depositor or any affiliate thereof shall have deemed to have represented that it is not purchasing with Plan Assets) and the Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Trustee, shall be a written representation) from the Depositor of the status of such transferee as an affiliate of the Depositor.

For so long as the Supplemental Interest Trust is in existence, each beneficial owner of a Class A or Subordinate Certificate or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of the Class A or Subordinate Certificate, as applicable, or interest therein, that either (i) it is not a Plan or a trustee or other Person acting on behalf of a Plan or using “plan assets” of a Plan to effect such acquisition (including any insurance company using funds in its general or separate accounts that may constitute “plan assets”) or (ii)(A) in the case of a Class A or Subordinate Certificate rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by a Rating Agency, the beneficial owner is an accredited investor within the meaning of Prohibited Transaction Exemption 2002-41, as amended from time to time (the “Exemption”) and (B) the acquisition and holding of such Certificate and the separate right to receive payments from the Supplemental Interest Trust are eligible for the exemptive relief available under Prohibited Transaction Class Exemption (“PTCE”) 84-14 (for transactions by independent “qualified professional asset managers”), 91-38 (for transactions by bank collective investment funds), 90-1 (for transactions by insurance company pooled separate accounts), 95-60 (for transactions by insurance company general accounts) or 96-23 (for transactions effected by “in-house asset managers”).

Each beneficial owner of a Class M or Class B Certificate or any interest therein that is acquired after the termination of the Supplemental Interest Trust shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or a trustee or other Person acting on behalf of a Plan or using “plan assets” of a Plan to effect such acquisition (including any insurance company using funds in its general or separate accounts that may constitute “plan assets”), (ii) it has acquired and is holding such certificate in reliance on the Exemption, and that it understands that there are certain conditions to the availability of the Exemption, including that the certificate must be rated, at the time of purchase, not lower than “BBB-”(or its equivalent) by S&P, Fitch or Xxxxx’x, and the certificate is so rated or (iii)(1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.

If any Certificate or any interest therein is acquired or held in violation of the provisions of the preceding paragraphs, the next preceding permitted beneficial owner shall be treated as the beneficial owner of that Certificate retroactive to the date of transfer to the purported beneficial owner. Any purported beneficial owner whose acquisition or holding of any such Certificate or interest therein was effected in violation of the provisions of the preceding paragraph shall indemnify and hold harmless the Depositor, the Servicer, the Trustee, the NIMS Insurer and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by those parties as a result of that acquisition or holding.

(d)(i) Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Certificate Registrar or its designee under clause (iii)(A) below to deliver payments to a Person other than such Person and to negotiate the terms of any mandatory sale under clause (iii)(B) below and to execute all instruments of Transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions:

(A) Each Person holding or acquiring any Ownership Interest in a Residual 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.

(B) In connection with any proposed Transfer of any Ownership Interest in a Residual Certificate, the Certificate Registrar shall require delivery to it and shall not register the Transfer of any Residual Certificate until its receipt of (1) an affidavit and agreement (a “Transfer Affidavit and Agreement”), in the form attached hereto as Exhibit F-2 from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person that is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Residual Certificate, it shall endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 5.02(d) and agrees to be bound by

them, and (2) a certificate from the proposed Transferor to the effect that it does not have knowledge that any statements made in the Transfer Affidavit and Agreement are false.

(C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a Responsible Officer of the Certificate Registrar who is assigned to this transaction has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest in a Residual Certificate to such proposed Transferee shall be effected.

(D) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Residual Certificate and (y) not to transfer its Ownership Interest unless it provides a Transferor Affidavit (in the form attached hereto as Exhibit F-2), to the Certificate Registrar stating that, among other things, it has no actual knowledge that such other Person is not a Permitted Transferee.

(E) Each Person holding or acquiring an Ownership Interest in a Residual Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Certificate Registrar written notice that it is a “pass-through interest holder” within the meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Residual Certificate, if it is, or is holding an Ownership Interest in a Residual Certificate on behalf of, a “pass-through interest holder.”

(ii) The Certificate Registrar shall register the Transfer of any Residual Certificate only if it shall have received the Transfer Affidavit and Agreement and all of such other documents as shall have been reasonably required by the Certificate Registrar as a condition to such registration. In addition, no Transfer of a Residual Certificate shall be made unless the Certificate Registrar shall have received a representation letter from the Transferee of such Certificate to the effect that such Transferee is a Permitted Transferee.

(iii) (A) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the provisions of this Section 5.02(d), then the last preceding Permitted Transferee shall be restored, to the extent permitted by law, to all rights as Holder thereof retroactive to the date of registration of such Transfer of such Residual Certificate. The Certificate Registrar shall be under no liability to any Person for any registration of Transfer of a Residual Certificate that is in fact not permitted by this Section 5.02(d) or for making any payments due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement.

(B) If any purported Transferee shall become a Holder of a Residual Certificate in violation of the restrictions in this Section 5.02(d) and to the extent that the retroactive restoration of the rights of the Holder of such Residual Certificate as described in clause (iii)(A) above shall be invalid, illegal or unenforceable, then the Certificate Registrar shall have the right, without notice to the Holder or any prior Holder of such Residual Certificate, to sell such Residual Certificate to a purchaser selected by

the Certificate Registrar on such terms as the Certificate Registrar may choose. Such purported Transferee shall promptly endorse and deliver each Residual Certificate in accordance with the instructions of the Certificate Registrar. Such purchaser may be the Certificate Registrar itself or any Affiliate of the Certificate Registrar. The proceeds of such sale, net of the commissions (which may include commissions payable to the Certificate Registrar or its Affiliates), expenses and taxes due, if any, shall be remitted by the Certificate Registrar to such purported Transferee. The terms and conditions of any sale under this clause (iii)(B) shall be determined in the sole discretion of the Certificate Registrar, and the Certificate Registrar shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion.

(iv) The Trustee shall make available to the Internal Revenue Service and those Persons specified by the REMIC Provisions all information necessary to compute any tax imposed (A) as a result of the Transfer of an Ownership Interest in a Residual Certificate to any Person who is a Disqualified Organization, including the information described in Treasury regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of such Residual Certificate and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381 of the Code that holds an Ownership Interest in a Residual Certificate having as among its record Holders at any time any Person which is a Disqualified Organization. Reasonable compensation for providing such information may be accepted by the Trustee.

(v) The provisions of this Section 5.02(d) set forth prior to this subsection (v) may be modified, added to or eliminated, provided that there shall have been delivered to the Trustee at the expense of the party seeking to modify, add to or eliminate any such provision the following:

(A) written notification from each Rating Agency to the effect that the modification, addition to or elimination of such provisions shall not cause such Rating Agency to downgrade its then-current ratings of any Class of Certificates; and

(B) an Opinion of Counsel, in form and substance satisfactory to the Trustee, to the effect that such modification of, addition to or elimination of such provisions, or any transfer made permissible by such modification, addition or elimination, shall not cause any Trust REMIC to cease to qualify as a REMIC and shall not cause any Trust REMIC, as the case may be, to be subject to an entity-level tax caused by the Transfer of any Residual Certificate to a Person that is not a Permitted Transferee or (y) a Person other than the prospective Transferee to be subject to a REMIC-tax caused by the Transfer of a Residual Certificate to a Person that is not a Permitted Transferee.

The Trustee shall forward to the NIMS Insurer a copy of the items delivered to it pursuant to (A) and (B) above.

(e) Subject to the preceding subsections, upon surrender for registration of transfer of any Certificate at any office or agency of the Trustee maintained for such purpose pursuant to Section 8.12, the Trustee 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 Class of a like aggregate Percentage Interest.

(f) At the option of the Holder thereof, any Certificate may be exchanged for other Certificates of the same Class with authorized denominations and a like aggregate Percentage Interest, upon surrender of such Certificate to be exchanged at any office or agency of the Trustee maintained for such purpose pursuant to Section 8.12. Whenever any Certificates are so surrendered for exchange the Trustee shall execute and cause the Certificate Registrar to authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. In addition, (i) with respect to each Class R Certificate, the Holder thereof may exchange, in the manner described above, the Class R Certificate for three separate Certificates, each representing such Holder’s respective Percentage Interest in the Class R-I Interest, the Class R-II Interest and the Class R-III Interest, in each case that was evidenced by the Class R Certificate being exchanged and (ii) with respect to each Class R-X Certificate, the Holder thereof may exchange, in the manner described above, such Class R-X Certificate for three separate Certificates, each representing such Holder’s respective Percentage Interest in the Class R-IV Interest, the Class R-V Interest and the Class R-VI Interest, respectively, in each case that was evidenced by the Class R-X Certificate being exchanged.

(g) No service charge to the Certificateholders shall be made for any transfer or exchange of Certificates, but the Trustee 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.

(h) All Certificates surrendered for transfer and exchange shall be canceled and destroyed by the Certificate Registrar in accordance with its customary procedures.

(i) The Trustee shall cause the Certificate Registrar (unless the Trustee is acting as Certificate Registrar) to provide notice to the Trustee of each transfer of a Certificate and to provide the Trustee with an updated copy of the Certificate Register on the first Business Day in March and August of each year, commencing in 2006.

(j) Any attempted or purported transfer of any Certificate in violation of the provisions of Section 5.02(c) hereof shall be void ab initio and such Certificate shall be considered to have been held continuously by the prior permitted Holder.

SECTION 5.03.

Mutilated, Destroyed, Lost or Stolen Certificates.

If (i) any mutilated Certificate is surrendered to the Trustee or the Certificate Registrar, or the Trustee and the Certificate Registrar receive evidence to their satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Trustee, 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 actual knowledge by the Trustee or the

Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Trustee shall execute and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same Class and of like denomination and Percentage Interest. Upon the issuance of any new Certificate under this Section, the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the applicable REMIC created hereunder, 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 Depositor, the Servicer, the Trustee, the NIMS Insurer, the Certificate Registrar and any agent of any of them may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 4.01 and for all other purposes whatsoever, and none of the Depositor, the Servicer, the Trustee, the NIMS Insurer, the Certificate Registrar or any agent of any of them shall be affected by notice to the contrary.

SECTION 5.05.

Certain Available Information.

On or prior to the date of the first sale of any Private Certificate to an Independent third party, the Depositor shall provide to the Trustee ten copies of any private placement memorandum or other disclosure document used by the Depositor in connection with the offer and sale of the Private Certificates. In addition, if any such private placement memorandum or disclosure document is revised, amended or supplemented at any time following the delivery thereof to the Trustee, the Depositor promptly shall inform the Trustee of such event and shall deliver to the Trustee ten copies of the private placement memorandum or disclosure document, as revised, amended or supplemented. The Trustee shall maintain at its Corporate Trust Office and shall make available free of charge during normal business hours for review by any Holder of a Certificate, Certificate Owner or any Person identified to the Trustee as a prospective transferee of a Certificate, originals or copies of the following items: (i) in the case of a Holder or prospective transferee of a Private Certificate, the private placement memorandum or other disclosure document relating to such Certificate, if any, in the form most recently provided to the Trustee; and (ii) in all cases, (A) this Agreement and any amendments hereof entered into pursuant to Section 11.01, (B) all monthly statements required to be delivered to Certificateholders of the relevant Class pursuant to Section 4.02 since the Closing Date, and all other notices, reports, statements and written communications delivered to the Certificateholders of the relevant Class pursuant to this Agreement since the Closing Date, (C) all certifications delivered by a Responsible Officer of the Trustee since the Closing Date pursuant to Section 10.01(h), (D) any and all Officers’ Certificates delivered to the Trustee by the Servicer since the Closing Date to evidence the Servicer’s determination that any P&I Advance or Servicing Advance was, or if made, would be a Nonrecoverable Advance or Nonrecoverable Servicing Advance, respectively, and (E) any and all Officers’ Certificates delivered to the Trustee by the Servicer since the Closing Date pursuant to Section 4.04(a). Copies and mailing of any and all

of the foregoing items shall be available from the Trustee upon request at the expense of the person requesting the same.

SECTION 5.06

Access to List of Certificateholders.

If three or more Certificateholders (a) request such information in writing from the Trustee, (b) state that such Certificateholders desire to communicate with other Certificateholders or Certificate Owners with respect to their rights under this Agreement or under the Certificates, and (c) provide a copy of the communication which such Certificateholders or Certificate Owners propose to transmit, or if the Depositor or Servicer request such information in writing from the Trustee, then the Trustee shall, within ten Business Days after the receipt of such request, provide the Depositor, the Servicer or such Certificateholders or Certificate Owners at such recipients’ expense the most recent list of the Certificateholders of the Trust Fund held by the Trustee, if any. The Depositor and every Certificateholder or Certificate Owners, by receiving and holding a Certificate, agree that the Trustee shall not be held accountable by reason of the disclosure of any such information as to the list of the Certificateholders or Certificate Owners hereunder, regardless of the source from which such information was derived.

ARTICLE VI

THE DEPOSITOR AND THE SERVICER

SECTION 6.01.

Liability of the Depositor and the Servicer.

The Depositor and the Servicer each shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement and undertaken hereunder by the Depositor and the Servicer herein.

SECTION 6.02.

Merger or Consolidation of the Depositor or the Servicer.

Subject to the following paragraph, the Depositor shall keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation. Subject to the following paragraph, the Servicer shall keep in full effect its existence, rights and franchises as a limited partnership under the laws of the jurisdiction of its formation and its qualification as an approved conventional seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. The Depositor and the Servicer each shall obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement.

The Depositor or the Servicer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor or the Servicer shall be a party, or any Person succeeding to the business of the Depositor or the Servicer, shall be the successor of the Depositor or the Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the Servicer shall be qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac; and provided further that the Rating Agencies’ ratings of the Class A Certificates and the Subordinate Certificates in effect immediately prior to such merger or consolidation shall not be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from the Rating Agencies).

SECTION 6.03.

Limitation on Liability of the Depositor, the Servicer and Others.

None of the Depositor, the Servicer, the NIMS Insurer or any of the directors, officers, employees or agents of the Depositor, the Servicer or the NIMS Insurer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the NIMS Insurer or any such person against any breach of warranties, representations or covenants made herein, or against any specific liability imposed on the Servicer pursuant hereto, or against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or

negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the Servicer, the NIMS Insurer or the Trustee and any director, officer, employee or agent of the Depositor, the Servicer, the NIMS Insurer or the Trustee may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder.

The Depositor, the Servicer, the NIMS Insurer and any director, officer, employee or agent of the Depositor, the Servicer or the NIMS Insurer shall be indemnified and held harmless by the Trust Fund against any loss, liability, claim, damage or expense incurred in connection with any legal action relating to this Agreement or the Certificates and any breach of a representation or warranty regarding the Mortgage Loans, other than in the case of the Depositor and the Servicer, any loss, liability, claim, damage or expense incurred by reason of willful misconduct, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder. None of the Depositor, the Servicer or the NIMS Insurer shall be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and, in its opinion, does not involve it in any expense or liability; provided, however, that each of the Depositor, the Servicer and the NIMS Insurer may in its discretion undertake any such action which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, unless the Depositor or the Servicer acts without the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights (which consent shall not be necessary in the case of litigation or other legal action by either to enforce their respective rights or defend themselves hereunder), the legal expenses and costs of such action and any liability resulting therefrom (except any loss, liability, claim, damage or expense incurred by reason of willful misconduct, bad faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties hereunder) shall be expenses, costs and liabilities of the Trust Fund, and the Depositor, the Servicer and the NIMS Insurer shall be entitled to be reimbursed therefor from the Collection Account as and to the extent provided in Section 3.05, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account.

SECTION 6.04.

Limitation on Resignation of the Servicer.

Subject to the provisions of Section 7.01, the last paragraph of Section 7.02, Section 6.02 and the second paragraph of this Section 6.04, the Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that the performance of its obligations or duties hereunder are no longer permissible under applicable law or (ii) upon satisfaction of the following conditions: (a) the Servicer has proposed a successor Servicer to the Trustee and the Depositor in writing and such proposed successor Servicer is reasonably acceptable to the Trustee and the Depositor; and (b) each Rating Agency shall have delivered a letter to the Trustee and the Depositor 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 ratings of any of the Certificates; provided, however, that no such resignation by the Servicer shall become effective until such successor Servicer or, in the case of (i) above, the Trustee shall have assumed the Servicer’s

responsibilities and obligations hereunder or the Trustee shall have designated a successor Servicer in accordance with Section 7.02. Any such resignation shall not relieve the Servicer of responsibility for any of the obligations that survive the resignation or termination of the Servicer, including, without limitation, Sections 7.01 and 7.02. Any determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel obtained at the expense of the Servicer to such effect delivered to the Trustee and the Depositor.

Notwithstanding anything to the contrary which may be set forth above, the Trustee and the Depositor hereby specifically (i) consent to the pledge and assignment by the Servicer of all the Servicer’s right, title and interest in, to and under this Agreement to the Servicing Rights Pledgee, for the benefit of certain lenders, and (ii) provided that no Servicer Event of Default exists, agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereunder the Servicer shall resign as Servicer under this Agreement, the Trustee shall appoint the Servicing Rights Pledgee or its designee as successor Servicer, provided that at the time of such appointment, the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer pursuant to Section 7.02(a) and agrees to be subject to the terms of this Agreement. The NIMS Insurer, if any, shall have no approval rights over the appointment of the Servicing Rights Pledgee or its designee as successor servicer and shall have no right to object to such appointment. If, pursuant to any provision hereof, the duties of the Servicer are transferred to a successor Servicer, the entire amount of the Servicing Fee and other compensation payable to the Servicer pursuant hereto shall thereafter be payable to such successor Servicer.

SECTION 6.05.

Rights of the Depositor in Respect of the Servicer.

The Servicer shall afford (and any Sub-Servicing Agreement shall provide that each Sub-Servicer shall afford) the Depositor, the Trustee and the NIMS Insurer, upon reasonable advance notice in writing, during normal business hours at the office designated by the Servicer, access to all records maintained by the Servicer (and any such Sub-Servicer) in respect of the Servicer’s rights and obligations with respect to the Mortgage Loans hereunder and access to officers of the Servicer (and those of any such Sub-Servicer) responsible for such obligations. To the extent such information is not otherwise available to the public, none of the Depositor, the Trustee or the NIMS Insurer shall disseminate any information obtained pursuant to the preceding sentence without the Servicer’s (or any such Sub-Servicer’s) written consent, except as required pursuant to this Agreement or to the extent that it is appropriate to do so (i) in working with legal counsel, auditors, taxing authorities or other governmental agencies, rating agencies or reinsurers or (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Depositor, the Trustee, the NIMS Insurer or the Trust Fund, and in either case, the Depositor or the Trustee, as the case may be, shall use its best efforts to assure the confidentiality of any such disseminated non-public information. The Depositor may, but is not obligated to, enforce the obligations of the Servicer under this Agreement and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Servicer under this Agreement or exercise the rights of the Servicer under this Agreement; provided that the Servicer shall not be relieved of any of its obligations under this Agreement by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any

action or failure to act by the Servicer and is not obligated to supervise the performance of the Servicer under this Agreement or otherwise.

SECTION 6.06.

Sub-Servicing Agreements Between the Servicer and Sub-Servicers.

(a) The Servicer may enter into Sub-Servicing Agreements (provided that such agreements would not result in a withdrawal or a downgrade by any Rating Agency of the ratings on any Class of Certificates) with Sub-Servicers, for the servicing and administration of the Mortgage Loans.

Each Sub-Servicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement and (ii) a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 6.11 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Servicer shall examine each Sub-Servicing Agreement and shall be familiar with the terms thereof. The terms of any Sub-Servicing Agreement shall not be inconsistent with any of the provisions of this Agreement. The Servicer and the Sub-Servicers may enter into and make amendments to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Certificateholders, without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any variation without the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights from the provisions set forth in Section 6.11, provisions relating to insurance in Section 3.10 or priority requirements of Sub-Servicing Accounts, or credits and charges to the Sub-Servicing Accounts or the timing and amount of remittances by the Sub-Servicers to the Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the Trustee, the Depositor and the NIMS Insurer copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instruments.

(b) As part of its servicing activities hereunder, the Servicer, for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement, including, without limitation, any obligation to make advances in respect of delinquent payments as required by a Sub-Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements, and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans. The Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such enforcement, to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans or (ii) from a specific recovery of costs, expenses or attorneys’ fees against the party against whom such enforcement is directed.

SECTION 6.07.

Successor Sub-Servicers.

The Servicer (with the consent of the NIMS Insurer) shall be entitled to terminate any Sub-Servicing Agreement and the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with the terms and conditions of such Sub-Servicing Agreement. In the event of termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer without any act or deed on the part of such Sub-Servicer or the Servicer, and the Servicer either shall service directly the related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under Section 6.06.

Any Sub-Servicing Agreement shall include the provision that such agreement may be immediately terminated by the Trustee without fee, in accordance with the terms of this Agreement, in the event that the Servicer shall, for any reason, no longer be the Servicer (including termination due to a Servicer Event of Default).

SECTION 6.08.

Liability of the Servicer.

Notwithstanding any Sub-Servicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer and a Sub-Servicer or reference to actions taken through a Sub-Servicer or otherwise, the Servicer shall remain obligated and primarily liable to the Trustee, the Depositor and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions of Section 3.01 without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a Sub-Servicer for indemnification of the Servicer by such Sub-Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

SECTION 6.09.

No Contractual Relationship Between Sub-Servicers and the Trustee, NIMS Insurer or Certificateholders.

Any Sub-Servicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Sub-Servicer in its capacity as such shall be deemed to be between the Sub-Servicer and the Servicer alone, and the Trustee, the NIMS Insurer and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Sub-Servicer except as set forth in Section 6.10. The Servicer shall be solely liable for all fees owed by it to any Sub-Servicer, irrespective of whether the Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees.

SECTION 6.10.

Assumption or Termination of Sub-Servicing Agreements by Trustee.

In the event the Servicer shall for any reason no longer be the Servicer (including termination due to a Servicer Event of Default), the Trustee or its designee shall thereupon

assume (or cause its designee or the successor Servicer for the Trustee appointed pursuant to Section 7.02 to assume) all of the rights and obligations of the Servicer under each Sub-Servicing Agreement that the Servicer may have entered into, unless the Trustee elects to terminate any Sub-Servicing Agreement in accordance with its terms as provided in Section 6.07. Upon such assumption, the Trustee, its designee or the successor Servicer for the Trustee appointed pursuant to Section 7.02 shall be deemed, subject to Section 6.07, to have assumed all of the Servicer’s interest therein and to have replaced the Servicer as a party to each Sub-Servicing Agreement to the same extent as if each Sub-Servicing Agreement had been assigned to the assuming party, except that (i) the Servicer shall not thereby be relieved of any liability or obligations under any Sub-Servicing Agreement and (ii) none of the Trustee, its designee or any successor Servicer shall be deemed to have assumed any liability or obligation of the Servicer that arose before it ceased to be the Servicer.

The Servicer at its expense shall, upon request of the Trustee, deliver to the assuming party all documents and records relating to each Sub-Servicing Agreement and the Mortgage Loans then being serviced and an accounting of amounts collected and held by or on behalf of it, and otherwise use its best efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreements to the assuming party.

SECTION 6.11.

Sub-Servicing Accounts.

In those cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a Sub-Servicing Agreement, the Sub-Servicer shall be required to establish and maintain one or more accounts (collectively, the “Sub-Servicing Account”). The Sub-Servicing Account shall be an Eligible Account. The Sub-Servicer shall deposit in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after the Sub-Servicer’s receipt thereof, all proceeds of Mortgage Loans received by the Sub-Servicer less its servicing compensation to the extent permitted by the Sub-Servicing Agreement, and shall thereafter deposit such amounts in the Sub-Servicing Account, in no event more than two Business Days after the deposit of such funds into the clearing account. The Sub-Servicer shall thereafter deposit such proceeds in the Collection Account or remit such proceeds to the Servicer for deposit in the Collection Account not later than two Business Days after the deposit of such amounts in the Sub-Servicing Account. For purposes of this Agreement, the Servicer shall be deemed to have received payments on the Mortgage Loans when the Sub-Servicer receives such payments.

SECTION 6.12.

Advance Facility.

(a) The Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “Advance Facility”), the documentation for which complies with Section 6.12(e) below, under which (1) the Servicer assigns or pledges its rights under this Agreement to be reimbursed for any or all P&I Advances and/or Servicing Advances to (i) a Person, which may be a special-purpose bankruptcy-remote entity (an “SPV”), (ii) a Person, which may simultaneously assign or pledge such rights to an SPV or (iii) a lender (a “Lender”), which, in the case of any Person or SPV of the type described in either of the preceding clauses (i) or (ii), may directly or through other assignees and/or pledgees, assign or pledge such rights to

a Person, which may include a trustee acting on behalf of holders of debt instruments (any such Person or any such Lender, an “Advance Financing Person”), and/or (2) an Advance Financing Person agrees to fund all the P&I Advances and/or Servicing Advances required to be made by the Servicer pursuant to this Agreement. No consent of the Trustee, the NIMS Insurer, the Depositor, the Certificateholders or any other party shall be required before the Servicer may enter into an Advance Facility nor shall the Trustee, the Depositor or the Certificateholders be a third party beneficiary of any obligation of an Advance Financing Person to the Servicer. Notwithstanding the existence of any Advance Facility under which an Advance Financing Person agrees to fund P&I Advances and/or Servicing Advances, (A) the Servicer (i) shall remain obligated pursuant to this Agreement to make P&I Advances and/or Servicing Advances pursuant to and as required by this Agreement and (ii) shall not be relieved of such obligations by virtue of such Advance Facility and (B) neither the Advance Financing Person nor any Servicer’s Assignee (as hereinafter defined) shall have any right to proceed against or otherwise contact any Mortgagor for the purpose of collecting any payment that may be due with respect to any related Mortgage Loan or enforcing any covenant of such Mortgagor under the related Mortgage Loan documents.

(b) If the Servicer enters into an Advance Facility, the Servicer and the related Advance Financing Person shall deliver to the Trustee at the address set forth in Section 11.05 hereof a written notice (an “Advance Facility Notice”), stating (a) the identity of the Advance Financing Person and (b) the identity of the Person (the “Servicer’s Assignee”) that will, subject to Section 6.12(g), be entitled to receive reimbursements for any previously unreimbursed Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). Advance Reimbursement Amounts (i) shall consist solely of amounts in respect of Advances and/or Servicing Advances for which the Servicer would be permitted to reimburse itself in accordance with Section 3.05 hereof, assuming the Servicer had made the related Advance(s) and/or Servicing Advance(s) and (ii) shall not consist of amounts payable to a successor Servicer in accordance with Section 3.05 hereof to the extent permitted under Section 6.12(e) below.

(c) Notwithstanding the existence of an Advance Facility, the Servicer, on behalf of the Advance Financing Person and the Servicer’s Assignee, shall be entitled to receive reimbursements of Advances and/or Servicing Advances in accordance with Section 3.05 hereof, which entitlement may be terminated by the Advance Financing Person pursuant to a written notice to the Trustee in the manner set forth in Section 11.05 hereof. Upon receipt of such written notice, the Servicer shall no longer be entitled to receive reimbursement for any Advance Reimbursement Amounts and the Servicer’s Assignee shall immediately have the right to receive from the Collection Account all Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the Servicer and/or the Servicer’s Assignee shall only be entitled to reimbursement of Advance Reimbursement Amounts hereunder from withdrawals from the Collection Account pursuant to Section 3.05 of this Agreement and shall not otherwise be entitled to make withdrawals of, or receive, Advance Reimbursement Amounts that shall be deposited in the Distribution Account pursuant to Section 3.04(b) hereof, and (ii) none of the Trustee or the Certificateholders shall have any right to, or otherwise be entitled to, receive any Advance Reimbursement Amounts to which the Servicer or Servicer’s Assignee, as applicable, shall be entitled pursuant to Section 3.05 hereof. Without limiting the foregoing, none of the Trustee or the Certificateholders shall have any right to set off against Advance

Reimbursement Amounts hereunder. An Advance Facility may be terminated by the joint written direction of the Servicer and the related Advance Financing Person. Written notice of such termination shall be delivered to the Trustee in the manner set forth in Section 11.05 hereof. None of the Depositor or the Trustee shall, as a result of the existence of any Advance Facility, have any additional duty or liability with respect to the calculation or payment of any Advance Reimbursement Amount, nor, as a result of the existence of any Advance Facility, shall the Depositor or the Trustee have any additional responsibility to track or monitor the administration of the Advance Facility or the payment of Advance Reimbursement Amounts to the Servicer’s Assignee. The Servicer shall indemnify the Depositor, the Trustee, any successor Servicer and the Trust Fund for any claim, loss, liability or damage resulting from any claim by the related Advance Financing 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, as the case may be, or failure by the successor Servicer or the Trustee, as the case may be, to remit funds as required by this Agreement. 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 Advance Financing 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.

(d) An Advance Financing Person who receives an assignment or pledge of rights to receive Advance Reimbursement Amounts and/or whose obligations are limited to the funding of Advances and/or Servicing Advances pursuant to an Advance Facility shall not be required to meet the criteria for qualification as a Sub-Servicer.

(e) As between a predecessor Servicer and its Advance Financing Person, on the one hand, and a successor Servicer and its Advance Financing Person, if any, on the other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect to each Mortgage Loan as to which an Advance and/or Servicing Advance shall have been made and be outstanding shall be allocated on a “first-in, first out” basis. In the event the Servicer’s Assignee shall have received some or all of an Advance Reimbursement Amount related to P&I Advances and/or Servicing Advances that were made by a Person other than such predecessor Servicer or its related Advance Financing Person in error, then such Servicer’s Assignee shall be required to remit any portion of such Advance Reimbursement Amount to each Person entitled to such portion of such Advance Reimbursement Amount. Without limiting the generality of the foregoing, the Servicer shall remain entitled to be reimbursed by the Advance Financing Person for all P&I Advances or Servicing Advances funded by the Servicer to the extent the related Advance Reimbursement Amounts have not been assigned or pledged to such Advance Financing Person or Servicer’s Assignee.

(f) For purposes of any Officer’s Certificate of the Servicer delivered pursuant to Section 4.03, any nonrecoverable P&I Advance or nonrecoverable Servicing Advance referred to therein may have been made by such Servicer or any predecessor Servicer. In making its determination that any P&I Advance or Servicing Advance theretofore made has become a nonrecoverable P&I Advance or nonrecoverable Servicing Advance, the Servicer shall

apply the same criteria in making such determination regardless of whether such Advance or Servicing Advance shall have been made by the Servicer or any predecessor Servicer.

(g) Any amendment to this Section 6.12 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 6.12, including amendments to add provisions relating to a successor Servicer, may be entered into by the Trustee, the Depositor and the Servicer without the consent of any Certificateholder, provided such amendment complies with Section 11.01 hereof. All reasonable costs and expenses (including attorneys’ fees) of each party hereto of any such amendment shall be borne solely by the Servicer. The parties hereto hereby acknowledge and agree that: (a) the P&I Advances and/or Servicing Advances financed by and/or pledged to an Advance Financing Person under any Advance Facility are obligations owed to the Servicer payable only from the cash flows and proceeds received under this Agreement for reimbursement of P&I Advances and/or Servicing Advances only to the extent provided herein, and the Trustee, the Depositor and the Trust are not, as a result of the existence of any Advance Facility, obligated or liable to repay any P&I Advances and/or Servicing Advances financed by the Advance Financing Person; (b) the Servicer will be responsible for remitting to the Advance Financing Person the applicable amounts collected by it as reimbursement for P&I Advances and/or Servicing Advances funded by the Advance Financing Person, subject to the provisions of 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 any Advance Financing Person.

ARTICLE VII

DEFAULT

SECTION 7.01.

Servicer Events of Default.

“Servicer Event of Default,” wherever used herein, means any one of the following events:

(i) any failure by the Servicer to remit to the Trustee for distribution to the Certificateholders any payment (other than a P&I Advance required to be made from its own funds on any Servicer Remittance Date pursuant to Section 4.03) required to be made under the terms of the Certificates and this Agreement which continues unremedied for a period of one Business Day after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Depositor or the Trustee (in which case notice shall be provided by telecopy), or to the Servicer, the Depositor and the Trustee by the NIMS Insurer or the Holders of Certificates entitled to at least 25% of the Voting Rights; or

(ii) any failure on the part of the Servicer duly to observe or perform in any material respect any of the covenants or agreements on the part of the Servicer contained in this Agreement which continues unremedied for a period of 45 days after the earlier of (i) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Depositor or the Trustee, or to the Servicer, the Depositor and the Trustee by the NIMS Insurer or the Holders of Certificates entitled to at least 25% of the Voting Rights and (ii) actual knowledge of such failure by a Servicing Officer of the Servicer; or

(iii) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and if such proceeding is being contested by the Servicer in good faith, such decree or order shall have remained in force undischarged or unstayed for a period of 60 days or results in the entry of an order for relief or any such adjudication or appointment; or

(iv) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling 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

(v) the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or

(vi)	[reserved]; or

(vii) any failure of the Servicer to make any P&I Advance on any Servicer Remittance Date required to be made from its own funds pursuant to Section 4.03 which continues unremedied until 3:00 p.m. New York time on the Business Day immediately preceding the Distribution Date.

If a Servicer Event of Default described in clauses (i) through (vi) of this Section shall occur, then, and in each and every such case, so long as such Servicer Event of Default shall not have been remedied, the Trustee may, and at the written direction of the NIMS Insurer together with the Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee shall, by notice in writing to the Servicer, terminate all of the rights and obligations of the Servicer in its capacity as Servicer under this Agreement, to the extent permitted by law, and in and to the Mortgage Loans and the proceeds thereof. If a Servicer Event of Default described in clause (vii) hereof shall occur, the Trustee shall, by notice in writing to the Servicer and the Depositor, terminate all of the rights and obligations of the Servicer in its capacity as Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof and the Trustee or a successor Servicer appointed in accordance with Section 7.02, shall immediately make such P&I Advance (subject to its own determination as to recoverability, which P&I Advance shall be part of the Available Distribution Amount for such Distribution Date) and assume, pursuant to Section 7.02, the duties of a successor Servicer. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section and, without limitation, the Trustee is hereby authorized and empowered, as attorney-in-fact or otherwise, to execute and deliver on behalf of and at the expense of the Servicer, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The Servicer agrees, at its sole cost and expense, promptly (and in any event no later than ten Business Days subsequent to such notice) to provide the Trustee with all documents and records requested by it to enable it to assume the Servicer’s functions under this Agreement, and to cooperate with the Trustee in effecting the termination of the Servicer’s responsibilities and rights under this Agreement, including, without limitation, the transfer within one Business Day to the Trustee for administration by it of all cash amounts which at the time shall be or should have been credited by the Servicer to the Collection Account held by or on behalf of the Servicer, the Distribution Account or any REO Account or Escrow Account held by or on behalf of the Servicer or thereafter be received with respect to the Mortgage Loans or any REO Property serviced by the Servicer (provided, however, that the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of P&I Advances or otherwise, and shall continue to be entitled to the benefits of Section 6.03, notwithstanding any such termination, with respect to events occurring prior to such termination). For purposes of this Section 7.01, the Trustee shall not be deemed to have knowledge of a Servicer Event of Default unless a Responsible Officer of the Trustee assigned to and working in the Trustee’s Corporate Trust Office has actual

knowledge thereof or unless written notice is received by the Trustee of any such event and such notice references the Certificates, REMIC I or this Agreement.

The Trustee shall be entitled to be reimbursed by the Servicer (or by the Trust Fund if the Servicer is unable to fulfill its obligations hereunder) for all costs associated with the transfer of servicing from the predecessor servicer, including without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee to service the Mortgage Loans properly and effectively.

SECTION 7.02.

Trustee to Act; Appointment of Successor.

(a) On and after the time the Servicer receives a notice of termination, the Trustee shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Servicer (except for any representations or warranties of the Servicer under this Agreement, the responsibilities, duties and liabilities contained in Section 2.03(c) and its obligation to deposit amounts in respect of losses pursuant to Section 3.06) by the terms and provisions hereof including, without limitation, the Servicer’s obligations to make P&I Advances pursuant to Section 4.03; provided, however, that if the Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Trustee shall not be obligated to make P&I Advances pursuant to Section 4.03; and provided further, that any failure to perform such duties or responsibilities caused by the Servicer’s failure to provide information required by Section 7.01 shall not be considered a default by the Trustee, as successor to the Servicer hereunder; provided, however, it is understood and acknowledged by the parties that there shall be a period of transition (not to exceed 90 days) before the servicing transfer is fully effected. As compensation therefor, effective from and after the time the Servicer receives a notice of termination or immediately upon assumption of the obligations to make P&I Advances, the Trustee shall be entitled to the Servicing Fee and all funds relating to the Mortgage Loans to which the Servicer would have been entitled if it had continued to act hereunder (other than amounts which were due or would become due to the Servicer prior to its termination or resignation). Notwithstanding the above and subject to the next paragraph, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if it is prohibited by law from making advances regarding delinquent mortgage loans, or if the NIMS Insurer, if any, together with the Holders of Certificates entitled to at least 51% of the Voting Rights so request in writing to the Trustee promptly appoint or petition a court of competent jurisdiction to appoint, an established mortgage loan servicing institution acceptable to the NIMS Insurer and each Rating Agency (with confirmation from the Rating Agencies that such appointment shall not result in the reduction or withdrawal of the rating of any outstanding Class of Certificates) and having a net worth of not less than $15,000,000 as the successor to the Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement. No appointment of a successor to the Servicer under this Agreement shall be effective until the assumption by the successor of all of the Servicer’s responsibilities, duties and liabilities hereunder. In connection with such appointment and

assumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer as such hereunder. The Depositor, the Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Pending appointment of a successor to the Servicer under this Agreement, the Trustee shall act in such capacity as hereinabove provided.

(b) In connection with the termination or resignation of the Servicer hereunder, either (i) the successor Servicer, including the Trustee if the Trustee is acting as successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS, or (ii) the predecessor Servicer shall cooperate with the successor Servicer either (x) in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer or (y) in causing MERS to designate on the MERS® System the successor Servicer as the servicer of such Mortgage Loan. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The successor Servicer shall cause such assignment to be delivered to the Trustee promptly upon receipt of the original with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.

(c) In the event of a Servicer Event of Default, notwithstanding anything to the contrary above, the Trustee, the Depositor and the NIMS Insurer, if any, hereby agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer within ten (10) Business Days of when notification of such event shall have been provided to the Trustee, whereunder the Servicer shall resign as Servicer under this Agreement, the Servicing Rights Pledgee or its designee shall be appointed as successor Servicer (provided that at the time of such appointment the Servicing Rights Pledgee or such designee meets the requirements of a successor Servicer set forth above) and the Servicing Rights Pledgee agrees to be subject to the terms of this Agreement. The NIMS Insurer, if any, shall have no approval rights over the appointment of the Servicing Rights Pledgee or its designee as successor servicer and shall have no right to object to such appointment.

SECTION 7.03.

Notification to Certificateholders.

(a) Upon any termination of the Servicer pursuant to Section 7.01 above or any appointment of a successor to the Servicer pursuant to Section 7.02 above, the Trustee shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register and to the NIMS Insurer.

(b) Not later than the later of 30 days after the occurrence of any event, which constitutes or which, with notice or lapse of time or both, would constitute a Servicer Event of Default or five days after a Responsible Officer of the Trustee becomes aware of the occurrence

of such an event, the Trustee shall transmit by mail to the NIMS Insurer and to all Holders of Certificates notice of each such occurrence, unless such default or Servicer Event of Default shall have been cured or waived.

SECTION 7.04.

Waiver of Servicer Events of Default.

The Holders representing at least 66% of the Voting Rights (with the consent of the NIMS Insurer) evidenced by all Classes of Certificates affected by any default or Servicer Event of Default hereunder may waive such default or Servicer Event of Default; provided, however, that a default or Servicer Event of Default under clause (i) or (vii) of Section 7.01 may be waived only by all of the Holders of the Regular Certificates (with the consent of the NIMS Insurer). Upon any such waiver of a default or Servicer Event of Default, such default or Servicer Event of Default shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other default or Servicer Event of Default or impair any right consequent thereon except to the extent expressly so waived.

ARTICLE VIII

CONCERNING THE TRUSTEE AND THE SUPPLEMENTAL INTEREST TRUSTEE

SECTION 8.01.

Duties of Trustee and Supplemental Interest Trustee.

The Trustee, prior to the occurrence of a Servicer Event of Default and after the curing of all Servicer Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. During a Servicer Event of Default, 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. Any permissive right of the Trustee enumerated in this Agreement shall not be construed as a duty.

The Trustee and the Supplemental Interest Trustee, as applicable, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee or the Supplemental Interest Trustee, as applicable, which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein). If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee or the Supplemental Interest Trustee, as applicable, shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to its respective satisfaction, such dissatisfied party shall provide notice thereof to the Certificateholders and the NIMS Insurer.

No provision of this Agreement shall be construed to relieve the Trustee or the Supplemental Interest Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:

(1) Prior to the occurrence of a Servicer Event of Default, and after the curing of all such Servicer Events of Default 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 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 that conform to the requirements of this Agreement;

(2) Neither the Trustee nor the Supplemental Interest Trustee shall be personally liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Supplemental Interest Trustee, as applicable, unless it shall be proved that the Trustee or the Supplemental Interest Trustee, as applicable, was negligent in ascertaining the pertinent facts; and

(3) Neither the Trustee nor the Supplemental Interest Trustee shall be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the NIMS Insurer or the Holders of Certificates entitled to at least 25% of the Voting Rights relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Supplemental Interest Trustee or exercising any trust or power conferred upon it, under this Agreement.

Neither the Trustee nor the Supplemental Interest Trustee shall 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 it to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Agreement.

SECTION 8.02.

Certain Matters Affecting the Trustee and the Supplemental Interest Trustee.

(a)	Except as otherwise provided in Section 8.01:

(1) The Trustee and the Supplemental Interest Trustee may request and conclusively 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 (whether in original or facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;

(2) The Trustee and the Supplemental Interest Trustee may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel;

(3) Neither the Trustee nor the Supplemental Interest Trustee shall be under any obligation to exercise any of the trusts or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of the NIMS Insurer or any of the Certificateholders, pursuant to the provisions of this Agreement, unless the NIMS Insurer or such Certificateholders shall have offered to the Trustee and the Supplemental Interest Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicer Event of Default (which has not been cured or waived), to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent

person would exercise or use under the circumstances in the conduct of such person’s own affairs;

(4) Neither the Trustee nor the Supplemental Interest Trustee shall be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;

(5) Prior to the occurrence of a Servicer Event of Default hereunder and after the curing of all Servicer Events of Default which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by the NIMS Insurer or the Holders of Certificates entitled to at least 25% of the Voting Rights; 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 such Certificateholders, the Trustee may require reasonable indemnity reasonably satisfactory to it against such expense, or liability from such Certificateholders or the NIMS Insurer as a condition to taking any such action;

(6) The Trustee and the Supplemental Interest Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys;

(7) The Trustee shall not be personally liable for any loss resulting from the investment of funds held in the Collection Account, the Escrow Account or the REO Account made at the direction of the Servicer pursuant to Section 3.06;

(8) in no event shall the Trustee or the Supplemental Interest Trustee be responsible or liable for special, indirect, or consequential loss or damage (including, but not limited to, loss of profit) irrespective of whether the Trustee or the Supplemental Interest Trustee, as applicable, has been advised of the likelihood of such loss or damage and regardless of the form of action;

(9) neither the Trustee nor the Supplemental Interest Trustee shall be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee or the Supplemental Interest Trustee, as applicable, has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee or the Supplemental Interest Trustee, as applicable, at the Corporate Trust Office, and such notice references the Certificates and this Agreement; and

(10) the rights, privileges, protections, immunities and benefits given to the Trustee or the Supplemental Interest Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee or the Supplemental Interest Trustee, as applicable, in each of its capacities hereunder.

(b) All rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee or the Supplemental Interest Trustee, as applicable, may be enforced by it without the possession of any of the Certificates, or the production thereof at the trial or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee or the Supplemental Interest Trustee, as applicable, shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement.

(c) The Depositor hereby directs the Supplemental Interest Trustee to execute, deliver and perform its obligations under the Interest Rate Swap Agreement and to assign any rights to receive payments from the Supplemental Interest Trust. The Seller, the Depositor, the Servicer and the Holders of the Class A Certificates and the Subordinate Certificates by their acceptance of such Certificates acknowledge and agree that the Supplemental Interest Trustee shall execute, deliver and perform its obligations under the Interest Rate Swap Agreement and shall do so solely in its capacity as the Supplemental Interest Trustee and not in its individual capacity. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Supplemental Interest Trustee shall apply to the Supplemental Interest Trustee’s execution of the Interest Rate Swap Agreement, and the performance of its duties and satisfaction of its obligations thereunder.

SECTION 8.03.

The Trustee Not Liable for Certificates or Mortgage Loans.

The recitals contained herein and in the Certificates (other than the signature of the Trustee, the authentication of the Certificate Registrar on the Certificates, the acknowledgments of the Trustee contained in Article II and the representations and warranties of the Trustee in Section 8.13) shall be taken as the statements of the Depositor and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations or warranties as to the validity or sufficiency of this Agreement (other than as specifically set forth with respect to such party in Section 8.13) or of the Certificates (other than the signature of the Trustee and authentication of the Certificate Registrar on the Certificates) or of any Mortgage Loan or related document. The Trustee shall not be accountable for the use or application by the Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or the Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the Collection Account by the Servicer, other than, subject to Section 8.01, any funds held by or on behalf of the Trustee in accordance with Section 3.04.

SECTION 8.04.

Trustee and Supplemental Interest Trustee May Own Certificates.

Each of the Trustee and the Supplemental Interest Trustee, in its individual capacity or any other capacity may become the owner or pledgee of Certificates with the same rights it would have if it were not Trustee or Supplemental Interest Trustee, as applicable.

SECTION 8.05.

Trustee’s Fees and Expenses.

(a) On each Distribution Date the Trustee Fee shall be paid to the Trustee, as compensation for its duties and obligations under this Agreement and the Trustee shall withdraw from the Distribution Account amounts required to pay it such amounts and to pay the Custodian

the Custodial Fee or to reimburse the Custodian for expenses, costs and liabilities incurred or reimbursable to it, as such Custodial Fee and expenses (listed separately) are set forth in writing by the Custodian to the Trustee on or prior to the related Determination Date pursuant to the Custodial Agreement. The Trustee or any director, officer, employee or agent of the Trustee shall be indemnified by REMIC I and held harmless against any loss, liability, claim, damage or expense (not including expenses, disbursements and advances incurred or made by the Trustee (including the compensation and the expenses and disbursements of its agents and counsel) in the ordinary course of the Trustee’s performance in accordance with the provisions of this Agreement) incurred by the Trustee arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability, claim, damage or expense (i) resulting from a breach of the Servicer’s obligations and duties under this Agreement and the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section 8.05(b)), or (ii) any loss, liability, claim, damage or expense incurred by reason of its willful misconduct, bad faith or negligence in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder. Any amounts payable to the Trustee or any director, officer, employee or agent of the Trustee in respect of the indemnification provided by this paragraph (a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee or any director, officer, employee or agent of the Trustee may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time.

(b) The Servicer agrees to indemnify the Trustee from, and hold it harmless against, any loss, liability, claim, damage or expense resulting from a breach of the Servicer’s obligations and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee. Any payment hereunder made by the Servicer to the Trustee shall be from the Servicer’s own funds, without reimbursement from the Trust Fund therefor.

(c) The Depositor shall cause the Originator to pay, from the Originator’s own funds without right of reimbursement, any annual rating agency fees payable to the Rating Agencies for ongoing surveillance.

SECTION 8.06.

Eligibility Requirements for Trustee and Supplemental Interest Trustee.

The Trustee and the Supplemental Interest Trustee hereunder shall at all times be a corporation or an association (other than the Depositor, the Seller, the Originator, the Servicer or any Affiliate of the foregoing) organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority and has a credit rating which would not cause any Rating Agency to reduce its current rating of the Certificates. If such corporation or association publishes reports of conditions at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation or association shall be deemed to be its combined capital and surplus as set forth in its most recent report of conditions so published. In case at any time the Trustee or the Supplemental Interest Trustee shall cease to be eligible in accordance with the

provisions of this Section, the Trustee or the Supplemental Interest Trustee, as applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.

SECTION 8.07.

Resignation and Removal of the Trustee or the Supplemental Interest Trustee.

The Trustee and the Supplemental Interest Trustee may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor, the Servicer, the NIMS Insurer and the Certificateholders not less than 30 days before the date of resignation specified in such notice. Upon receiving such notice of resignation of the Trustee or the Supplemental Interest Trustee, the Depositor shall promptly appoint a successor Trustee or Supplemental Interest Trustee acceptable to the NIMS Insurer by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee or resigning Supplemental Interest Trustee and to the successor Trustee or the successor Supplemental Interest Trustee. A copy of such instrument shall be delivered to the Certificateholders, the Trustee, the Supplemental Interest Trustee, the Servicer and the NIMS Insurer by the Depositor.

If at any time the Trustee or the Supplemental Interest 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 or the Supplemental Interest Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its respective property shall be appointed, or any public officer shall take charge or control of the Trustee or the Supplemental Interest Trustee or of its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the NIMS Insurer may remove the Trustee or the Supplemental Interest Trustee, as applicable, and appoint a successor Trustee or successor Supplemental Interest Trustee acceptable to the NIMS Insurer, by written instrument, in duplicate, which instrument shall be delivered to the Trustee or Supplemental Interest Trustee so removed and to the successor Trustee or successor Supplemental Interest Trustee. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor.

If no successor Trustee or successor Supplemental Interest Trustee, as applicable, shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or resigning Supplemental Interest Trustee may petition (at the expense of the resigning Trustee or resigning Supplemental Interest Trustee, as applicable) any court of competent jurisdiction for the appointment of a successor Trustee or successor Supplemental Interest Trustee.

Either (i) the Holders of Certificates entitled to at least 51% of the Voting Rights (with the consent of the NIMS Insurer) or (ii) the NIMS Insurer, upon failure of the Trustee or the Supplemental Interest Trustee to perform its obligations hereunder, may at any time remove the Trustee or the Supplemental Interest Trustee, as applicable, and appoint a successor Trustee or successor Supplemental Interest Trustee acceptable to the NIMS Insurer by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or Supplemental Interest Trustee so removed and one complete set to the successor

so appointed. A copy of such instrument shall be delivered to the Certificateholders, the Servicer and the NIMS Insurer by the Depositor.

Any resignation or removal of the Trustee or the Supplemental Interest Trustee and appointment of a successor Trustee or successor Supplemental Interest Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee or the successor Supplemental Interest Trustee, as applicable, as provided in Section 8.08.

SECTION 8.08.

Successor Trustee and Successor Supplemental Interest Trustee.

Any successor Trustee or successor Supplemental Interest Trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Servicer, the NIMS Insurer and its predecessor an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor shall become effective and such successor Trustee or successor Supplemental Interest Trustee, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Supplemental Interest Trustee herein. A predecessor Trustee shall deliver to the successor Trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor Trustee hereunder), and the Depositor and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations.

No successor Trustee or successor Supplemental Interest Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Trustee or successor Supplemental Interest Trustee, as applicable, shall be eligible under the provisions of Section 8.06 and the appointment of such successor Trustee or successor Supplemental Interest Trustee shall not result in a downgrading of any Class of Certificates by each Rating Agency, as evidenced by a letter from each Rating Agency.

Upon acceptance of appointment by a successor Trustee or successor Supplemental Interest Trustee, as applicable, as provided in this Section, the Depositor shall mail notice of such succession hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or successor Supplemental Interest Trustee, the successor Trustee or successor Supplemental Interest Trustee shall cause such notice to be mailed at the expense of the Depositor.

SECTION 8.09.

Merger or Consolidation of Trustee or Supplemental Interest Trustee.

Any corporation or association into which the Trustee or the Supplemental Interest Trustee may be merged or converted or with which it may be consolidated or any

corporation or association resulting from any merger, conversion or consolidation to which the Trustee or the Supplemental Interest Trustee shall be a party, or any corporation or association succeeding to all or substantially all the business of the Trustee or the Supplemental Interest Trustee shall be the successor of the Trustee or the Supplemental Interest Trustee, as applicable, hereunder; provided, that such corporation or association shall be eligible under the provisions of Section 8.06, 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 hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of REMIC I or property securing the same may at the time be located, the Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee 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 REMIC I, and to vest in such Person or Persons, in such capacity, such title to REMIC I, 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 from the Trustee so to do, or in case a Servicer Event of Default 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 hereunder and no notice to the Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof.

In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed by the Trustee (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 REMIC I or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.

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 trust conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the

Trustee. Every such instrument shall be filed with the Trustee and a copy thereof given to the Depositor, the Servicer and the NIMS Insurer.

Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor Trustee.

SECTION 8.11.

Appointment of Custodians.

The Trustee may, with the consent of the Depositor and the Servicer appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Trustee, by entering into a Custodial Agreement. The appointment of any Custodian may at any time be terminated and a substitute Custodian appointed therefor upon the reasonable request of the Servicer to the Trustee, the consent to which shall not be unreasonably withheld. The Trustee, on behalf of the Trust Fund, shall pay any and all fees and expenses of the Custodian in accordance with Section 8.05 and the Custodial Agreement. The Trustee initially appoints the Custodian as Custodian, and the Depositor and the Servicer consent to such appointment. Subject to Article VIII hereof, the Trustee agrees to comply with the terms of each Custodial Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders having an interest in any Mortgage File held by such Custodian. Each Custodian shall be a depository institution or trust company subject to supervision by federal or state authority, shall have 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. Each Custodial Agreement may be amended only as provided in Section 11.01. In no event shall the appointment of any Custodian pursuant to a Custodial Agreement diminish the obligations of the Trustee hereunder.

SECTION 8.12.

Appointment of Office or Agency.

The Trustee shall designate an office or agency where the Certificates may be surrendered for registration of transfer or exchange, and presented for final distribution, and where notices and demands to or upon the Trustee in respect of the Certificates and this Agreement may be delivered. As of the Closing Date, the Trustee designates its Corporate Trust Office in 000 Xxxxxxx Xxxxxx, 0-Xxxx, Xxx Xxxx, Xxx Xxxx 00000.

SECTION 8.13.

Representations and Warranties of the Trustee and the Supplemental Interest Trustee.

Each of the Trustee and the Supplemental Interest Trustee hereby represents and warrants, to the Servicer and the Depositor as of the Closing Date, that:

(1) It is a New York banking corporation duly organized, validly existing and in good standing under the laws of the State of New York.

(2) The execution and delivery of this Agreement by it, and the performance and compliance with the terms of this Agreement by it, shall not violate its charter or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.

(3) It has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.

(4) This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation of it, enforceable against it in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, receivership, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

(5) It is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement shall not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in its good faith and reasonable judgment, is likely to affect materially and adversely either the ability of it to perform its obligations under this Agreement or its financial condition.

(6) No litigation is pending or, to the best knowledge, threatened against it which would prohibit it from entering into this Agreement or, in its good faith reasonable judgment, is likely to materially and adversely affect either its ability to perform its obligations under this Agreement or its financial condition.

ARTICLE IX

TERMINATION

SECTION

Termination Upon Repurchase or Liquidation of All Mortgage Loans.

(a) Subject to Section 9.02, the respective obligations and responsibilities under this Agreement of the Depositor, the Servicer and the Trustee (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 payment to the Certificateholders and the deposit of all amounts held by or on behalf of the Trustee and required hereunder to be so paid or deposited on the Distribution Date coinciding with or following the earlier to occur of (i) the purchase by the Terminator (as defined below) of all Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in no event shall the trust created hereby continue beyond the earlier of (a) 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 and (b) the Latest Possible Maturity Date, as defined in the Preliminary Statement. The purchase by the Servicer of all Mortgage Loans and each REO Property remaining in REMIC I shall be at a price (the “Termination Price”) equal to the greater of (A) the aggregate fair market value of all of the assets of REMIC I (as determined by the Servicer in good faith and as set forth in an Officer’s Certificate) and (B) the sum of (i) the aggregate Stated Principal Balance of the Mortgage Loans (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and the appraised fair market value of the REO Properties (as determined by the Servicer in good faith and as set forth in an Officer’s Certificate) plus accrued interest through the end of the calendar month preceding the month of the final Distribution Date, (ii) any unreimbursed Servicing Fees, P&I Advances and Servicing Advances, and (iii) any Swap Termination Payment (not due to a Swap Provider Trigger Event) payable to the Supplemental Interest Trust for payment to the Swap Provider then remaining unpaid or which is due to the exercise of such option; provided, however, that, in each case, such option may only be exercised if the Termination Price is sufficient to pay all interest accrued on, as well as amounts necessary to retire the note balance of, any notes that may be issued that are backed by payments on the Class C and Class P Certificates and, if guaranteed by the NIMS Insurer, if any, any amounts owed to such NIMS Insurer at the time the option is exercised. An amount equal to the Termination Price calculated pursuant to the preceding sentence, but determined as if clause (B) thereof required no payment in respect of any Swap Termination Payment, any note backed by the Class C and Class P Certificates, or amounts owed to the NIMS Insurer, if any, shall be the “REMIC Termination Payment” included in the Available Distribution Amount. The remainder of the Termination Price, if any (the “Excess Non-REMIC Termination Payment”), shall be withdrawn by the Trustee from the Distribution Account and remitted to the Supplemental Interest Trust to be paid in accordance with Section 4.07(b). The Excess Non-REMIC Termination Payment shall not be part of any REMIC and shall not be paid into any account which is part of any REMIC.

(b) The Servicer, or the NIMS Insurer, if any, in the order described below, shall have the right (the party exercising such right, the “Terminator”), to purchase all of the Mortgage Loans and each REO Property remaining in REMIC I pursuant to clause (i) of the preceding paragraph no later than the Determination Date in the month immediately preceding the Distribution Date on which the Certificates shall be retired; provided, however, that the Terminator may elect to purchase all of the Mortgage Loans and each REO Property remaining in REMIC I pursuant to clause (i) above only (A) if the aggregate Stated Principal Balance of the Mortgage Loans and each REO Property remaining in the Trust Fund at the time of such election is less than or equal to 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date and (B) if the Terminator is the Servicer and is an affiliate of the Originator or the Seller, the Servicer shall have delivered to the Trustee a written certification that the burdens of servicing the Mortgage Loans and REO Properties remaining in REMIC I exceed the benefits of the Servicing Fees that would be realized by the Servicer if it continued to service such assets on behalf of the Trust Fund. The Servicer shall first have the right to exercise the purchase option described in the foregoing sentence. If the Servicer does not exercise its right within 60 days of first becoming eligible to do so, the NIMS Insurer, if any, shall then have the right to exercise such purchase option for the next 60 day period. Following the expiration of such second 60-day period, either the Servicer or NIMS Insurer, if any, may exercise such purchase option upon written notice to the Trustee. By acceptance of the Residual Certificates, the Holders of the Residual Certificates agree, in connection with any termination hereunder, to assign and transfer any amounts, to the extent received in respect of such termination, in excess of par and remaining after all other distributions pursuant to Section 4.01(b), (c) and (d) are made (the “Excess REMIC Termination Payment”), and to pay any such amounts to the Holders of the Class C Certificates; accordingly, Holders of the Residual Certificates hereby instruct the Trustee to pay on behalf of the Holders of the Residual Certificates to the Holders of the Class C Certificates the amount distributable in respect of the Residual Certificates pursuant to Section 4.01(d)(xxvi). For federal income tax purposes, such amount shall be treated by the Holders of the Residual Certificates and the Holders of the Class C Certificates as having been distributed to the Holders of the Residual Certificates in respect of such Residual Certificates and as having been paid by such Holders to the Holders of the Class C Certificates pursuant to a contractual arrangement between the Holders of the Residual Certificates and the Holders of the Class C Certificates, which contractual arrangement is separate from, and outside of, any Trust REMIC. Accordingly, such payment shall be treated by the Holders of the Class C Certificates as a payment pursuant to such contractual arrangement and not as a distribution in respect of any interest in any Trust REMIC.

(c) Notice of the liquidation of the REMIC I Regular Interests shall be given promptly by the Trustee by letter to Certificateholders mailed (a) in the event such notice is given in connection with the purchase of the Mortgage Loans and each REO Property by the Terminator, not earlier than the 15^th day and not later than the 25^th day of the month next preceding the month of the final distribution on the Certificates or (b) otherwise during the month of such final distribution on or before the Determination Date in such month, in each case specifying (i) the Distribution Date upon which the Trust Fund shall terminate and final payment in respect of the REMIC Regular Interests and the Certificates shall be made upon presentation and surrender of the related Certificates at the office of the Trustee therein designated, (ii) the amount of any such final payment, (iii) that no interest shall accrue in respect of the REMIC

Regular Interests or the Certificates from and after the Interest Accrual Period relating to the final Distribution Date therefor and (iv) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee. The Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event such notice is given in connection with the purchase of all of the Mortgage Loans and each REO Property remaining in REMIC I by the Terminator, the Terminator shall deliver to the Trustee for deposit in the Distribution Account not later than the last Business Day preceding the final Distribution Date on the Certificates an amount in immediately available funds equal to the above-described Termination Price. Upon the making of such final deposit, the Trustee (or the Custodian on behalf of the Trustee) shall promptly release or cause to be released to the Terminator the Mortgage Files for the remaining Mortgage Loans, and the Trustee (or the Custodian on behalf of the Trustee) shall execute all assignments, endorsements and other instruments necessary to effectuate such transfer.

(d) Upon presentation of the Certificates by the Certificateholders on the final Distribution Date, the Trustee shall distribute to each Certificateholder so presenting and surrendering its Certificates the amount otherwise distributable on such Distribution Date in accordance with Section 4.01 in respect of the Certificates so presented and surrendered. Any funds not distributed to any Holder or Holders of Certificates being retired on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust by the Trustee and credited to the account of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Trustee shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Trustee shall, directly or through an agent, mail a final notice to remaining related non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the funds in trust and of contacting such Certificateholders shall be paid out of the assets remaining in the trust funds. If within one year after the final notice any such Certificates shall not have been surrendered for cancellation, the Trustee shall pay to the Representative all remaining amounts, and all rights of non-tendering Certificateholders in or to such amounts shall thereupon cease. No interest shall accrue or be payable to any Certificateholder on any amount held in trust by the Trustee as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 9.01.

Immediately following the deposit of funds in trust hereunder in respect of the Certificates, the Trust Fund shall terminate.

SECTION 9.02.

Additional Termination Requirements.

(a) In the event that the Terminator purchases all the Mortgage Loans and each REO Property or the final payment on or other liquidation of the last Mortgage Loan or REO Property remaining in REMIC I pursuant to Section 9.01, the Trust Fund shall be terminated in accordance with the following additional requirements:

(i) The Trustee shall specify the first day in the 90-day liquidation period in a statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all requirements of a qualified liquidation under Section 860F of the Code and any regulations thereunder;

(ii) During such 90-day liquidation period, and at or prior to the time of making of the final payment on the Certificates, the Trustee shall sell all of the assets of REMIC I to the Terminator for cash; and

(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, to the Holders of the Residual Certificates all cash on hand in the Trust Fund (other than cash retained to meet claims), and the Trust Fund shall terminate at that time.

(b) At the expense of the applicable Terminator, the Trustee shall prepare or cause to be prepared the documentation required in connection with the adoption of a plan of liquidation of each Trust REMIC pursuant to this Section 9.02.

(c) By their acceptance of Certificates, the Holders thereof hereby agree to authorize the Trustee to specify the 90-day liquidation period for each Trust REMIC which authorization shall be binding upon all successor Certificateholders.

ARTICLE X

REMIC PROVISIONS

SECTION 10.01.

REMIC Administration.

(a) It is intended that the Trust Fund shall constitute and that the affairs of the Trust Fund shall be conducted so that each Trust REMIC shall qualify as a REMIC. The Trustee shall act as agent and the Trustee is hereby appointed to act as agent on behalf of the Trust Fund and in such capacity it shall elect to treat each Trust REMIC as a REMIC under the Code and, if necessary, under applicable state law. Each such election shall be made by the Trustee on Form 1066 or other appropriate federal tax or information return or any appropriate state return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. For the purposes of the REMIC election in respect of each Trust REMIC, (i) the REMIC I Regular Interests shall be designated as the Regular Interests in REMIC I and the Class R-I Interest shall be designated as the sole class of Residual Interest in REMIC I, (ii) the REMIC II Regular Interests shall be designated as the Regular Interests in REMIC II and the Class R-II Interest shall be designated as the sole class of Residual Interest in REMIC II, (iii) the REMIC III Regular Interests shall be designated as the Regular Interests in REMIC III and the Class R-III Interest shall be designated as the sole class of Residual Interest in REMIC III, (iv) the Class C Interest shall be designated as the Regular Interest in REMIC IV and the Class R-IV Interest shall be designated as the sole class of Residual Interest in REMIC IV, (v) the Class P Interest shall be designated as the Regular Interest in REMIC V and the Class R-V Interest shall be designated as the sole class of Residual Interest in REMIC V, and (vi) the REMIC VI Regular Interest IO shall be designated as the Regular Interest in REMIC VI and the Class R-VI Interest shall be designated as the sole class of Residual Interest in REMIC VI. The Trustee shall not permit the creation of any “interests” in any Trust REMIC (within the meaning of Section 860G of the Code) other than the REMIC Regular Interests and the Regular Interests represented by the Certificates.

(b) The Closing Date is hereby designated as the “Startup Day” of each Trust REMIC within the meaning of Section 860G(a)(9) of the Code.

(c) The Trustee shall pay out of its own funds, without any right of reimbursement, any and all expenses relating to any tax audit of the Trust Fund caused by the negligence or willful misconduct of the Trustee (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any Trust REMIC that involve the Internal Revenue Service or state tax authorities), other than the expense of obtaining any tax related Opinion of Counsel except as specified herein. The Trustee, as agent for each Trust REMIC’s tax matters person, shall (i) act on behalf of the Trust Fund in relation to any tax matter or controversy involving any Trust REMIC and (ii) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The Holder of the largest Percentage Interest of each Class of Residual Certificates shall be designated, in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations Section 301.6231(a)(7)-1, as the tax matters person of the related REMIC created hereunder. By their acceptance thereof, the Holder of the largest Percentage Interest of the Residual Certificates hereby agrees to irrevocably appoint the Trustee

or an Affiliate as its agent to perform all of the duties of the tax matters person for the Trust Fund.

(d) The Trustee shall prepare, sign and file all of the Tax Returns in respect of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Trustee without any right of reimbursement therefor. The Servicer shall provide on a timely basis to the Trustee or its designee such information with respect to the assets of the Trust Fund as is in its possession and reasonably required by the Trustee to enable it to perform its obligations under this Article.

(e) The Trustee shall perform on behalf of each Trust 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, as required by the Code, the REMIC Provisions or other such compliance guidance, the Trustee shall provide (i) to any Transferor of a Residual Certificate such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any Person who is not a Permitted Transferee, (ii) to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium (using the prepayment assumption as described in the Prospectus Supplement) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who shall serve as the representative of each Trust REMIC. The Servicer shall provide on a timely basis to the Trustee such information with respect to the assets of the Trust Fund, including, without limitation, the Mortgage Loans, as is in its possession and reasonably required by the Trustee to enable each of them to perform their respective obligations under this subsection. In addition, the Depositor shall provide or cause to be provided to the Trustee within ten (10) days after the Closing Date, all information or data that the Trustee reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, prepayment assumption and projected cash flow of the Certificates.

The Depositor hereby indemnifies the Trustee for any loss, liabilities, damages, claims or expenses of the Trustee arising from errors, omissions or miscalculations of the Trustee that directly result from any failure of the Depositor to provide or cause to be provided accurate information or data to the Trustee on a timely basis.

(f) The Trustee shall take such action and shall cause each REMIC created hereunder to take such action as shall be necessary to create or maintain the status thereof as a REMIC under the REMIC Provisions (and the Servicer shall assist it, to the extent reasonably requested by it). The Trustee shall not take any action, cause the Trust Fund to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of any Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code or the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”) unless the Trustee has received an Opinion of Counsel, addressed to the Trustee (at the expense of the party seeking to take such action but in no event at the expense

of the Trustee) to the effect that the contemplated action shall not, with respect to any Trust REMIC, endanger such status or result in the imposition of such a tax, nor shall the Servicer take or fail to take any action (whether or not authorized hereunder) as to which the Trustee has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. In addition, prior to taking any action with respect to any Trust REMIC or the respective assets of each, or causing any Trust REMIC to take any action, which is not contemplated under the terms of this Agreement, the Servicer shall consult with the Trustee, or its designee, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any Trust REMIC, and the Servicer shall not take any such action or cause any Trust REMIC to take any such action as to which the Trustee has advised it in writing that an Adverse REMIC Event could occur. The Trustee may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not permitted by this Agreement, but in no event shall such cost be an expense of the Trustee. The Trustee, upon discovery that any of the Mortgage Loans is not a “qualified mortgage” as defined in Section 860G(a)(3) of the Code, shall enforce the Originator’s obligation to repurchase or substitute such Mortgage Loan in accordance with the terms and provisions of the Mortgage Loan Purchase Agreement and Section 2.03. The Trustee shall at all times ensure that all of the assets of any Trust REMIC (other than the Mortgage Loans) are “permitted investments” as defined in Section 860G(a)(5) of the Code, as applicable.

(g) In the event that any tax is imposed on “prohibited transactions” of any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of such REMIC as defined in Section 860G(c) of the Code, on any contributions to any such REMIC after the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Trustee pursuant to Section 10.03 hereof, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this Article X, which breach constitutes negligence of the Trustee, (ii) to the Servicer pursuant to Section 10.03 hereof, if such tax arises out of or results from a breach by the Servicer of any of its obligations under Article III or this Article X, or otherwise (iii) against amounts on deposit in the Distribution Account and shall be paid by withdrawal therefrom. Notwithstanding the foregoing, however, in no event shall the Trustee have any responsibility or liability under this Section 10.01 for any action or inaction of the Depositor, Servicer or tax matters person, as applicable, nor for any loss resulting from any information, misinformation, direction, writing or document provided by the Depositor, Servicer or tax matters person on which the Trustee has reasonably relied.

(h)

Reserved.

(i) The Trustee shall, for federal income tax purposes, maintain books and records with respect to each Trust REMIC on a calendar year and on an accrual basis. The Trustee shall apply for an Employer Identification Number for the Trust Fund from the Internal Revenue Service via a Form SS-4 or such other form as is appropriate.

(j) Following the Startup Day, the Trustee shall not accept any contributions of assets to any Trust REMIC other than in connection with any Qualified Substitute Mortgage

Loan delivered in accordance with Section 2.03 unless it shall have received an Opinion of Counsel to the effect that the inclusion of such assets in the Trust Fund shall not cause the related REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding or subject such REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances.

(k) Neither the Trustee nor the Servicer shall enter into any arrangement by which any Trust REMIC shall receive a fee or other compensation for services nor permit any such REMIC to receive any income from assets other than the Mortgage Pool which are deemed to constitute “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5) of the Code.

SECTION 10.02.

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 connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of REMIC I, (iii) the termination of REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), or acquire any assets for any Trust REMIC (other than REO Property acquired in respect of a defaulted Mortgage Loan), or sell or dispose of any investments in the Collection Account or the Distribution Account for gain, or accept any contributions to any Trust REMIC after the Closing Date (other than a Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it has received an Opinion of Counsel, addressed to the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution shall not (a) affect adversely the status of any Trust REMIC as a REMIC or (b) cause any Trust REMIC to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

SECTION 10.03.

Servicer and Trustee Indemnification.

(a) The Trustee agrees to indemnify the Trust Fund, the Depositor and the Servicer for any taxes and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositor or the Servicer, caused solely by the Trustee’s failure to act in accordance with its standard of care set forth in this Article X or any state, local or franchise taxes imposed upon the Trust Fund as a result of the location of the Trustee.

(b) The Servicer agrees to indemnify the Trust Fund, the Depositor and the Trustee for any taxes and costs including, without limitation, any reasonable attorneys’ fees imposed on or incurred by the Trust Fund, the Depositor or the Trustee, as a result of a breach of the Servicer’s covenants set forth in Article III or this Article X (including but not limited to Section 10.01(e) hereto) or any state, local or franchise taxes imposed upon the Trust Fund as a result of the location of the Servicer or any subservicer.

ARTICLE XI

MISCELLANEOUS PROVISIONS

SECTION 11.01.

Amendment.

Subject to the following paragraph, this Agreement may be amended from time to time by the Depositor, the Servicer, the Trustee and, if applicable, the Custodian, with the consent of the NIMS Insurer and without the consent of any of the Certificateholders, in order to (i) cure any ambiguity, omission or defect, (ii) to correct, clarify, modify or supplement any provisions herein (including to give effect to the expectations of Certificateholders), (iii) to make any other provisions with respect to matters or questions arising hereunder which shall not be inconsistent with the provisions hereof, or (iv) if such amendment, as evidenced by an Opinion of Counsel delivered to the Trustee, is reasonably necessary to comply with any requirements imposed by the Code or any successor or amendatory statute or any temporary or final regulation, revenue ruling, revenue procedure or other written official announcement or interpretation relating to federal income tax laws or any proposed action which, if made effective, would apply retroactively to the Trust Fund at least from the effective date of such amendment, or would be necessary to avoid the occurrence of a prohibited transaction or to reduce the incidence of any tax that would arise from any actions taken with respect to the operation of the Trust Fund; provided that (except any amendment described in clause (iv) above) (a) such amendment does not add any significant provisions to change in any manner or eliminate any of the provisions of this Agreement in a manner the requires the consent of the Holders of Certificates as described below, (b) such action shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced by either (i) an Opinion of Counsel delivered to the Servicer and the Trustee to such effect or (ii) confirmation from the Rating Agencies that such amendment shall not result in the reduction or withdrawal of the rating of any outstanding Class of Certificates. No amendment shall be deemed to adversely affect in any material respect the interests of any Certificateholder who shall have consented thereto, and no Opinion of Counsel shall be required to address the effect of any such amendment on any such consenting Certificateholder.

This Agreement may be amended from time to time by the Depositor, the Servicer, the Trustee and, if applicable, the Custodian, with the consent of the NIMS Insurer and the Holders of Certificates entitled to at least 51% of the Voting Rights for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Swap Provider or the Holders of Certificates; provided, however, that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on any Certificate without the consent of the Holder of such Certificate, (ii) adversely affect in any material respect the interests of the Swap Provider or the Holders of any Class of Certificates (as evidenced by either (i) an Opinion of Counsel delivered to the Trustee or (ii) written notice to the Depositor, the Servicer and the Trustee from the Rating Agencies that such action shall not result in the reduction or withdrawal of the rating of any outstanding Class of Certificates with respect to which it is a Rating Agency) in a manner other than as described in (i), or (iii) modify the consents required by the immediately preceding clauses (i) and (ii) without

the consent of the Holders of all Certificates then outstanding; provided, further, that, notwithstanding any other provision of this Agreement regarding Voting Rights, no amendment which affects one or more Classes held by the Depositor or Seller or any of their Affiliates shall be effective without the consent of the Depositor or Seller or any of their Affiliates, as applicable, to such amendment.

Notwithstanding any contrary provision of this Agreement, 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 satisfactory to the NIMS Insurer to the effect that such amendment shall not result in the imposition of any tax on any Trust REMIC pursuant to the REMIC Provisions or cause any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding.

Notwithstanding any of the other provisions of this Section 11.01, none of the Depositor, the Servicer or the Trustee shall enter into any amendment of this Agreement that would significantly change the permitted activities of the Trust Fund without the consent of the NIMS Insurer and the Holders of Certificates that represent more than 50% of the aggregate Certificate Principal Balance of all Certificates.

Notwithstanding any of the other provisions of this Section 11.01, none of the Depositor, the Servicer or the Trustee shall enter into any amendment to Section 4.07 or Section 11.10 of this Agreement without the prior written consent of the Swap Provider.

Promptly after the execution of any such amendment the Trustee shall furnish a copy of such amendment to each Certificateholder.

It shall not be necessary for the consent of Certificateholders under this Section 11.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe.

The cost of any Opinion of Counsel to be delivered pursuant to this Section 11.01 shall be borne by the Person seeking the related amendment, but in no event shall such Opinion of Counsel be an expense of the Trustee.

The Trustee may, but shall not be obligated to enter into any amendment pursuant to this Section that affects its respective rights, duties and immunities under this Agreement or otherwise.

SECTION 11.02.

Recordation of Agreement; Counterparts.

To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the expense of the Certificateholders, but only upon direction of the

Trustee 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 constitute but one and the same instrument.

SECTION 11.03.

Limitation on Rights of Certificateholders.

The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor 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 Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of any 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 (i) such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and (ii) 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 the name of the Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 15 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee that no one or more Holders of Certificates shall have any right in any manner whatsoever 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, 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, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

SECTION 11.04.

Governing Law.

This Agreement shall be 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 excluding the choice of laws provisions therein.

SECTION 11.05.

Notices.

All directions, demands, requests, authorizations and notices hereunder shall be in writing and shall be deemed to have been duly given when received if personally delivered at or mailed by first class mail, postage prepaid, or by express delivery service, facsimile, electronic mail or delivered in any other manner specified herein, to (a) in the case of the Depositor, 0000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxx Xxxxx, with a copy to the General Counsel or such other address or telecopy number as may hereafter be furnished to the Servicer, the Trustee and the NIMS Insurer in writing by the Depositor, (b) in the case of the Servicer, 0000 Xxxx Xxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000-0000, Attention: Xxxxxx XxXxxxx or such other address or telecopy number as may hereafter be furnished to the Trustee, the Depositor and the NIMS Insurer in writing by the Servicer, (c) in the case of the Trustee and the Supplemental Interest Trustee, 000 Xxxxxxx Xxxxxx, 0-Xxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Structured Finance Services- MBS, or such other address or telecopy number as may hereafter be furnished in writing by the Trustee. Any notice required or permitted to be given to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given when mailed, whether or not the Certificateholder receives such notice. A copy of any notice required to be telecopied hereunder also shall be mailed to the appropriate party in the manner set forth above.

SECTION 11.06.

Severability of Provisions.

If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.

SECTION 11.07.

Notice to Rating Agencies and the NIMS Insurer.

The Trustee shall use its best efforts promptly to provide notice to the Rating Agencies and the NIMS Insurer with respect to each of the following of which it has actual knowledge:

1.	Any material change or amendment to this Agreement;

2. The occurrence of any Servicer Event of Default that has not been cured or waived;

3.	The resignation or termination of the Servicer;

4. The repurchase or substitution of Mortgage Loans pursuant to or as contemplated by Section 2.03;

5.	The final payment to the Holders of any Class of Certificates;

6. Any change in the location of the Collection Account or the Distribution Account;

7. Any event that would result in the inability of the Trustee, were it to succeed as Servicer, to make advances regarding delinquent Mortgage Loans; and

8. The filing of any claim under the Servicer’s blanket bond and errors and omissions insurance policy required by Section 3.09 or the cancellation or material modification of coverage under any such instrument.

In addition, the Trustee shall promptly furnish to each Rating Agency and the NIMS Insurer copies of each report to Certificateholders described in Section 4.02 and the Servicer, as required pursuant to Section 3.19 and Section 3.20, shall promptly furnish to each Rating Agency copies of the following:

1.	Each annual statement as to compliance described in Section 3.19; and

2. Each annual independent public accountants’ servicing report described in Section 3.20.

Any such notice pursuant to this Section 11.07 shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by first class mail, postage prepaid, or by express delivery service to Xxxxx’x Investors Service, 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, to Fitch Ratings, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other addresses as the Rating Agencies may designate in writing to the parties hereto.

SECTION 11.08.

Article and Section References.

All article and section references used in this Agreement, unless otherwise provided, are to articles and sections in this Agreement.

SECTION 11.09.

Grant of Security Interest.

It is the express intent of the parties hereto that the conveyance of the Mortgage Loans by the Depositor to the Trustee be, and be construed as, a sale of the Mortgage Loans by the Depositor and not a pledge of the Mortgage Loans by the Depositor to secure a debt or other obligation of the Depositor, the Seller or the Originator. However, in the event that, notwithstanding the aforementioned intent of the parties, the Mortgage Loans are held to be property of the Depositor, the Seller or the Originator, then, (a) it is the express intent of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Depositor to the Trustee to secure a debt or other obligation of the Depositor, the Seller or the Originator, and

(b)(1) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the Uniform Commercial Code as in effect from time to time in the State of New York; (2) the conveyance provided for in Section 2.01 hereof shall be deemed to be a grant by the Originator, the Seller and the Depositor to the Trustee of a security interest in all of the Originator’s, the Seller’s and the Depositor’s right, title and interest in and to the Mortgage Loans and all amounts payable to the holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts, other than investment earnings, from time to time held or invested in the Collection Account and the Distribution Account, whether in the form of cash, instruments, securities or other property; (3) the obligations secured by such security agreement shall be deemed to be all of the Depositor’s obligations under this Agreement, including the obligation to provide to the Certificateholders the benefits of this Agreement relating to the Mortgage Loans and the Trust Fund; and (4) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. Accordingly, the Depositor hereby grants to the Trustee a security interest in the Mortgage Loans and all other property described in clause (2) of the preceding sentence, for the purpose of securing to the Trustee the performance by the Depositor of the obligations described in clause (3) of the preceding sentence. Notwithstanding the foregoing, the parties hereto intend the conveyance pursuant to Section 2.01 and the transfer pursuant to the Mortgage Loan Purchase Agreement to be a true, absolute and unconditional sale of the Mortgage Loans and assets constituting the Trust Fund by the Depositor to the Trustee.

SECTION 11.10.

Third Party Rights.

The NIMS Insurer and the Swap Provider shall be third-party beneficiaries of this Agreement to the same extent as if they were parties hereto, and shall have the right to enforce the provisions of this Agreement. Without limiting the generality of the foregoing, provisions herein that refer to the “benefit” of Certificateholders or the “interests” of the Certificateholders or actions “for the benefit of” Certificateholders also include an implicit reference to the benefits or interests of the NIMS Insurer, if any.

SECTION 11.10

Waiver of Jury Trial.

EACH OF THE DEPOSITOR, THE SERVICER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE CERTIFICATES OR THE TRANSACTION CONTEMPLATED HEREBY.

SECTION 11.11

Force Majeure.

In no event shall the Trustee or the Servicer be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee and the Servicer shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

IN WITNESS WHEREOF, the Depositor, the Servicer the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case as of the day and year first above written.

GE-WMC MORTGAGE SECURITIES, L.L.C.,

as Depositor

By:/s/ Xxxxx Xxxxx

Name: Xxxxx Xxxxx

Title: Vice President

XXXXXX LOAN SERVICING LP, as Servicer

By:/s/ Xxxxxx XxXxxxx

Name: Xxxxxx XxXxxxx

Title: Senior Vice President

THE BANK OF NEW YORK, as Trustee and Supplemental Interest Trustee

By:/s/ Xxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx

Title: Vice President

STATE OF_____________	)
	)	ss.:
COUNTY OF___________	)

On the _____ day of _______________, before me, a notary public in and for said State, personally appeared ________________________________________________, known to me to be a _________________________ of _________________________, one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

_________________________

Notary Public

[Notarial Seal]

STATE OF_____________	)
	)	ss.:
COUNTY OF___________	)

On the _____ day of _______________, before me, a notary public in and for said State, personally appeared _______________________________________________ known to me to be _________________________ of _________________________, one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

_________________________

Notary Public

[Notarial Seal]

STATE OF_____________	)
	)	ss.:
COUNTY OF___________	)

On the _____ day of _______________, before me, a notary public in and for said State, personally appeared ____________________________________________________, known to me to be a _________________________ of _________________________, one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

_________________________

Notary Public

[Notarial Seal]

EXHIBIT A-1

FORM OF CLASS A CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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”).

Series 2005-1, Class A-[_]		Aggregate Certificate Principal Balance of the Class A-[_] Certificates as of the Issue Date: $[__]
Pass-Through Rate: Variable		Denomination: $[__]
Date of Pooling and Servicing Agreement and Cut-off Date: September 1, 2005		Servicer: Xxxxxx Loan Servicing LP
First Distribution Date: October 25, 2005		Trustee: The Bank of New York
No. 1
		Issue Date: September 28, 2005
		CUSIP: [__]

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 AS THE DENOMINATION OF THIS CERTIFICATE.

PRIOR TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, THIS CERTIFICATE MAY BE ACQUIRED DIRECTLY OR INDIRECTLY BY, ON BEHALF OF, OR WITH PLAN ASSETS OF AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, PROVIDED THAT THE TRANSFEREE CAN MAKE THE DEEMED REPRESENTATIONS IN SECTION 5.02(c) OF THE POOLING AND SERVICING AGREEMENT.

ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family adjustable-rate and fixed-rate first lien and second lien mortgage loans (the “Mortgage Loans”) formed and sold by

GE-WMC MORTGAGE SECURITIES, L.L.C.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GE-WMC MORTGAGE SECURITIES, L.L.C., THE SERVICER, THE TRUSTEE, THE CUSTODIAN OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class A-[_] Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class A-[_] Certificates in a REMIC created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among GE-WMC Mortgage Securities, L.L.C. (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 25^th day of each month or, if such 25^th 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 Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class A-[_] 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 Trustee in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise 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. 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 Pass-Through Rate applicable to the calculation of interest payable with respect to this Certificate on any Distribution Date shall be the least of (x) the related Net WAC Pass-Through Rate for such Distribution Date, (y) One-Month LIBOR plus the related Certificate Margin and (z) the related Maximum Cap Rate. The Certificate Margin with respect to this Certificate shall be determined in accordance with the terms of the Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Asset-Backed Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof.

The 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.

Prior to the termination of the Supplemental Interest Trust, any transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using Plan Assets to acquire this Certificate may be made, provided that the transferee can make the deemed representations in Section 5.02(c) of the Agreement.

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 NIMS Insurer (if any) and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer, the NIMS Insurer (if any) and the Trustee with the consent of the NIMS Insurer (if any) and the Holders of Certificates entitled to at least 66% of the Voting Rights. 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 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, the NIMS Insurer (if any) and the Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee, the NIMS Insurer (if any) 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 NIMS Insurer (if any), the Certificate Registrar or any such agent shall be affected by notice to the contrary.

The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by 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 REMIC I, and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from REMIC I of all the 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 REMIC I all the 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 Stated Principal Balance of the Mortgage Loans at the time of purchase being less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date.

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.

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated: September__, 0000

XXX XXXX XX XXX XXXX

as Trustee

By:_____________________________________

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

THE BANK OF NEW YORK

as Certificate Registrar

By:_____________________________________

Authorized Signatory

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

TEN ENT -

as tenants by the entireties

(Cust) (Minor)

under Uniform Gifts to Minors Act

JT TEN -

as joint tenants with right if survivorship and not as tenants in common

___________________

(State)

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 Pass-Through 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

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to

for the account of
account number							or, if mailed by check, to

Applicable statements should be mailed to


This information is provided by
assignee named above, or
its agent.

EXHIBIT A-2

FORM OF SUBORDINATE CERTIFICATE

THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A CERTIFICATES TO THE EVENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

Series 2005-1, Class [M-1], [M-2], [M-3], [M-4], [M-5], [M-6], [B-1], [B-2], [B-3], [B-4], [B-5]		Aggregate Certificate Principal Balance of the Class [M-1], [M-2], [M-3], [M-4], [M-5], [M-6], [B-1], [B-2], [B-3], [B-4], [B-5] Certificates as of the Issue Date: $[__]
Pass-Through Rate: Variable		Denomination: $[__]
Date of Pooling and Servicing Agreement and Cut-off Date: September 1, 2005		Servicer: Xxxxxx Loan Servicing LP
First Distribution Date: October 25, 2005		Trustee: The Bank of New York
No. 1		Issue Date: September 28, 2005
		CUSIP: [__]

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, PROVIDED THAT THE TRANSFEREE CAN MAKE THE DEEMED REPRESENTATIONS IN SECTION 5.02(c) OF THE POOLING AND SERVICING AGREEMENT.

SUBSEQUENT TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, THE TRANSFEREE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH IN SECTION 5.02(c) OF THE POOLING AND SERVICING AGREEMENT.

ASSET-BACKED PASS-THROUGH CERTIFICATE

GE-WMC MORTGAGE SECURITIES, L.L.C.

This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class [ _ ] Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class [ _ ] Certificates in a REMIC created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among GE-WMC Mortgage Securities, L.L.C. (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 25^th day of each month or, if such 25^th 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 Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class [ _ ] Certificates on such Distribution Date pursuant to the Agreement.

Any transferee of this Certificate shall be deemed to make the representations set forth in Section 5.02(c) of the Agreement.

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 NIMS Insurer (if any), the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer, the NIMS Insurer (if any) and the Trustee with the consent of the NIMS Insurer (if any) and the Holders of Certificates entitled to at least 66% of the Voting Rights. 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.

The Depositor, the Servicer, the Trustee, the NIMS Insurer (if any) and the Certificate Registrar and any agent of the Depositor, the Servicer, the NIMS Insurer (if any) 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 NIMS Insurer (if any), the Certificate Registrar or any such agent shall be affected by notice to the contrary.

The recitals contained herein shall be taken as statements of the Depositor and the Trustee assumes no responsibility for their correctness.

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated: September__, 0000

XXX XXXX XX XXX XXXX

as Trustee

By:__________________________

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

THE BANK OF NEW YORK

as Certificate Registrar

By:__________________________

Authorized Signatory

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

TEN ENT -

as tenants by the entireties

(Cust) (Minor)

under Uniform Gifts to Minors Act

JT TEN -

as joint tenants with right if survivorship and not as tenants in common

___________________

(State)

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

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

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to

for the account of
account number							or, if mailed by check, to

Applicable statements should be mailed to


This information is provided by
assignee named above, or
its agent.

EXHIBIT A-3

FORM OF CLASS C CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE SUBORDINATE CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES.

Series 2005-1, Class C		Aggregate Notional Amount of the Class C Certificates as of the Issue Date: $[__]
Date of Pooling and Servicing Agreement and Cut-off Date: September 1, 2005		Percentage Interest: [ _ ]%
First Distribution Date: October 25, 2005		Servicer: Xxxxxx Loan Servicing LP
No. 1		Trustee: The Bank of New York
Issue Date: September 28, 2005

ASSET-BACKED PASS-THROUGH CERTIFICATE

GE-WMC MORTGAGE SECURITIES, L.L.C.

This certifies that [ ___ ] is the registered owner of a Percentage Interest (as stated on the face of this Certificate) in that certain beneficial ownership interest evidenced by all the Class C Certificates in a REMIC created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among GE-WMC Mortgage Securities, L.L.C. (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 25^th day of each month or, if such 25^th 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 Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class C Certificates on such Distribution Date pursuant to the Agreement.

the Trustee in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise 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. 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 Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Servicer, the NIMS Insurer (if any), the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer, the NIMS Insurer (if any) and the Trustee with the consent of the NIMS Insurer (if any) and the Holders of Certificates entitled to at least 66% of the Voting Rights. 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.

No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and an effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification (other than in connection with (i) the initial transfer of any such Certificate by the Depositor to an affiliate of the Depositor, (ii) the transfer of any such Certificate to the issuer under the Indenture or the indenture trustee under the Indenture or (iii) a transfer of any such Certificate from the issuer under the Indenture or the indenture trustee under the Indenture to the Depositor or an Affiliate of the Depositor). In the event that such a transfer of this Certificate is to be made without registration or qualification, the Trustee and the Certificate Registrar shall require receipt of (i) if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee or the Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder’s prospective transferee upon which such Opinion of Counsel is based. None of the Depositor, the Certificate 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 Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Certificate Registrar and the 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 to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using “Plan Assets” to acquire this Certificate shall be made except in accordance with Section 5.02(d) of the Agreement.

determined as provided in the Agreement from REMIC I of all the 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 REMIC I all the 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 Stated Principal Balance of the Mortgage Loans at the time of purchase being less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date.

The recitals contained herein shall be taken as statements of the Depositor and the Trustee assumes no responsibility for their correctness.

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated: September__, 0000

XXX XXXX XX XXX XXXX

as Trustee

By:_______________________________

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

THE BANK OF NEW YORK

as Certificate Registrar

By:_______________________________

Authorized Signatory

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

TEN ENT -

as tenants by the entireties

(Cust) (Minor)

under Uniform Gifts to Minors Act

JT TEN -

as joint tenants with right if survivorship and not as tenants in common

___________________

(State)

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

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

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to

for the account of
account number							or, if mailed by check, to

Applicable statements should be mailed to


This information is provided by
assignee named above, or
its agent.

EXHIBIT A-4

FORM OF CLASS P CERTIFICATE

Series 2005-1, Class P		Aggregate Certificate Principal Balance of the Class P Certificates as of the Issue Date: $100.00
Date of Pooling and Servicing Agreement and Cut-off Date: September 1, 2005		Denomination: $100.00
First Distribution Date: October 25, 2005		Servicer: Xxxxxx Loan Servicing LP
No. 1		Trustee: The Bank of New York
		Issue Date: September 28, 2005

BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

ASSET-BACKED PASS-THROUGH CERTIFICATE

GE-WMC MORTGAGE SECURITIES, L.L.C.

This certifies that [___] is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class P Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class P Certificates in a REMIC created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among GE-WMC Mortgage Securities, L.L.C. (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 25^th day of each month or, if such 25^th 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 Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class P Certificates on such Distribution Date pursuant to the Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Asset-Backed Pass-Through Certificates of the Series specified on the face hereof (herein called

the “Certificates”) and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof.

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 NIMS Insurer (if any), the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer, the NIMS Insurer (if any) and the Trustee with the consent of the NIMS Insurer (if any) and the Holders of Certificates entitled to at least 66% of the Voting Rights. 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.

such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee or the Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder’s prospective transferee upon which such Opinion of Counsel is based. None of the Depositor, the Certificate 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 Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Certificate Registrar and the 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.

The recitals contained herein shall be taken as statements of the Depositor and the Trustee assumes no responsibility for their correctness.

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated: September__, 0000

XXX XXXX XX XXX XXXX

as Trustee

By:_______________________________

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

THE BANK OF NEW YORK

as Certificate Registrar

By:_______________________________

Authorized Signatory

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

TEN ENT -

as tenants by the entireties

(Cust) (Minor)

under Uniform Gifts to Minors Act

JT TEN -

as joint tenants with right if survivorship and not as tenants in common

___________________

(State)

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

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

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to

for the account of
account number							or, if mailed by check, to

Applicable statements should be mailed to


This information is provided by
assignee named above, or
its agent.

EXHIBIT A-5

FORM OF CLASS R CERTIFICATE

THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON- UNITED STATES PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).

ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT 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, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE, (4) AN ELECTING LARGE PARTNERSHIP DESCRIBED IN SECTION 775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2), (3) OR (4) SHALL HEREINAFTER BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (5) AN AGENT OF A DISQUALIFIED ORGANIZATION, (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (C) SUCH TRANSFEREE IS A UNITED STATES PERSON, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON, 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 THIS CERTIFICATE BY ACCEPTANCE HEREOF 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 OR A NON-UNITED STATES PERSON IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.

Series 2005-1, Class R		Aggregate Percentage Interest of the Class R Certificates as of the Issue Date: 100.00% Percentage Interest
Date of Pooling and Servicing Agreement and Cut-off Date: September 1, 2005		Denomination: 100% Percentage Interest
First Distribution Date: October 25, 2005		Servicer: Xxxxxx Loan Servicing LP
No. 1		Trustee: The Bank of New York
		Issue Date: September 28, 2005

ASSET-BACKED PASS-THROUGH CERTIFICATE

GE-WMC MORTGAGE SECURITIES, L.L.C.

This certifies that [____] is the registered owner of a Percentage Interest specified above in that certain beneficial ownership interest evidenced by all the Class R Certificates in a REMIC created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among GE-WMC Mortgage Securities, L.L.C. (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 25^th day of each month or, if such 25^th 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 Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class R Certificates on such Distribution Date pursuant to the Agreement.

the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof.

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 NIMS Insurer (if any), the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer, the NIMS Insurer (if any) and the Trustee with the consent of the NIMS Insurer (if any) and the Holders of Certificates entitled to at least 66% of the Voting Rights. 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.

certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder’s prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee or the Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder’s prospective transferee upon which such Opinion of Counsel is based. None of the Depositor, the Certificate 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 Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Certificate Registrar and the 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.

Prior to registration of any transfer, sale or other disposition of this Certificate, (1) the proposed transferee shall provide to the Trustee an affidavit to the effect that, among other things, such transferee is a Permitted Transferee or the agent (including a broker, nominee or middleman) of a Permitted Transferee and that it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates, and (2) the proposed transferor shall provide to the Trustee an affidavit to the effect that, among other things, it is not transferring the Class R Certificates to impede the assessment or collection of any tax. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) 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, including, but not limited to, the receipt of distributions in respect of this Certificate.

The Holder of this Certificate, by its acceptance hereof, shall be deemed 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 Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC.

owner hereof for all purposes, and none of the Depositor, the Servicer, the Trustee, the NIMS Insurer (if any), the Certificate Registrar or any such agent shall be affected by notice to the contrary.

The recitals contained herein shall be taken as statements of the Depositor and the Trustee assumes no responsibility for their correctness.

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated: September__, 0000

XXX XXXX XX XXX XXXX

as Trustee

By:_______________________________

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

THE BANK OF NEW YORK

as Certificate Registrar

By:_______________________________

Authorized Signatory

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

TEN ENT -

as tenants by the entireties

(Cust) (Minor)

under Uniform Gifts to Minors Act

JT TEN -

as joint tenants with right if survivorship and not as tenants in common

___________________

(State)

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

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

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to

for the account of
account number							or, if mailed by check, to

Applicable statements should be mailed to


This information is provided by
assignee named above, or
its agent.

EXHIBIT A-6

FORM OF CLASS R-X CERTIFICATE

THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON- UNITED STATES PERSON.

ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

Series 2005-1, Class R-X

Date of Pooling and Servicing Agreement and Cut-off Date: September 1, 2005

First Distribution Date: October 25, 2005

No. 1

Aggregate Percentage Interest of the Class R-X Certificates as of the Issue Date: 100.00% Percentage Interest

Denomination: 100% Percentage Interest

Servicer: Xxxxxx Loan Servicing LP

Trustee: The Bank of New York

Issue Date: September 28, 2005

ASSET-BACKED PASS-THROUGH CERTIFICATE

GE-WMC MORTGAGE SECURITIES, L.L.C.

This certifies that [___] is the registered owner of a Percentage Interest specified above in that certain beneficial ownership interest evidenced by all the Class R-X Certificates in a REMIC created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among GE-WMC Mortgage Securities, L.L.C. (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 25^th day of each month or, if such 25^th 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 Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class R-X Certificates on such Distribution Date pursuant to the Agreement.

the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof.

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 NIMS Insurer,(if any) and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer, the NIMS Insurer (if any) and the Trustee with the consent of the NIMS Insurer (if any) and the Holders of Certificates entitled to at least 66% of the Voting Rights. 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.

The recitals contained herein shall be taken as statements of the Depositor and the Trustee assumes no responsibility for their correctness.

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated: September__, 0000

XXX XXXX XX XXX XXXX

as Trustee

By:_______________________________

Authorized Officer

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

THE BANK OF NEW YORK

as Certificate Registrar

By:_______________________________

Authorized Signatory

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

TEN ENT -

as tenants by the entireties

(Cust) (Minor)

under Uniform Gifts to Minors Act

JT TEN -

as joint tenants with right if survivorship and not as tenants in common

___________________

(State)

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

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

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately available
funds to

for the account of
account number							or, if mailed by check, to

Applicable statements should be mailed to


This information is provided by
assignee named above, or
its agent.

EXHIBIT B

FORM OF LOST NOTE AFFIDAVIT

Loan #: ____________

Borrower: _____________

I, as ____________________ of ______________________, a _______________ corporation am authorized to make this Affidavit on behalf of _____________________ (the “Seller”). In connection with the administration of the Mortgage Loans held by ____________________, a _________________ corporation as Seller on behalf of GE-WMC Mortgage Securities, L.L.C. (the “Purchaser”), _____________________ (the “Deponent”), being duly sworn, deposes and says that:

The Seller’s address is:

_____________________

2.	The Seller previously delivered to the Purchaser a signed Initial Certification with respect to such Mortgage and/or Assignment of Mortgage;
3.	Such Mortgage Note and/or Assignment of Mortgage was assigned or sold to the Purchaser by ________________________, a ____________ corporation pursuant to the terms and provisions of a Mortgage Loan Purchase Agreement dated as of __________ __, _____;
4.	Such Mortgage Note and/or Assignment of Mortgage is not outstanding pursuant to a request for release of Documents;
5.	Aforesaid Mortgage Note and/or Assignment of Mortgage (the “Original”) has been lost;
6.	Deponent has made or caused to be made a diligent search for the Original and has been unable to find or recover same;

7.	The Seller was the Seller of the Original at the time of the loss; and

8.	Deponent agrees that, if said Original should ever come into Seller’s possession, custody or power, Seller will immediately and without consideration surrender the Original to the Purchaser.
9.	Attached hereto is a true and correct copy of (i) the Note, endorsed in blank by the Mortgagee and (ii) the Mortgage or Deed of Trust (strike one) which secures the Note, which Mortgage or Deed of Trust is recorded in the county where the property is located.
10.	Deponent hereby agrees that the Seller (a) shall indemnify and hold harmless the Purchaser, its successors and assigns, against any loss, liability or damage, including reasonable attorney’s fees, resulting from the unavailability of any

Notes, including but not limited to any loss, liability or damage arising from (i) any false statement contained in this Affidavit, (ii) any claim of any party that has already purchased a mortgage loan evidenced by the Lost Note or any interest in such mortgage loan, (iii) any claim of any borrower with respect to the existence of terms of a mortgage loan evidenced by the Lost Note on the related property to the fact that the mortgage loan is not evidenced by an original note and (iv) the issuance of a new instrument in lieu thereof (items (i) through (iv) above hereinafter referred to as the “Losses”) and (b) if required by any Rating Agency in connection with placing such Lost Note into a Pass-Through Transfer, shall obtain a surety from an insurer acceptable to the applicable Rating Agency to cover any Losses with respect to such Lost Note.

11.	This Affidavit is intended to be relied upon by the Purchaser, its successors and assigns. _____________________, a ______________ corporation represents and warrants that it has the authority to perform its obligations under this Affidavit of Lost Note.

Executed this ____ day, of ___________ ______.

SELLER

By: ___________________________

Name:

Title:

On this _____ day of ________, _____, before me appeared _________________ to me personally known, who being duly sworn did say that he is the __________________________ of ____________________ a ______________ corporation and that said Affidavit of Lost Note was signed and sealed on behalf of such corporation and said acknowledged this instrument to be the free act and deed of said corporation.

Signature:

[Seal]

EXHIBIT C-1

FORM OF TRUSTEE’S INITIAL CERTIFICATION

[Date]

GE-WMC Mortgage Securities, L.L.C.

0000 Xxxxxxxx Xxxxxx, Xxxxxx 000

Xxxxxxx, Xxxxxxxxxx 00000

The Bank of New York

000 Xxxxxxx Xxxxxx

Xxxxx 0 Xxxx

Xxx Xxxx, Xxx Xxxx 00000

Re:

Pooling and Servicing Agreement, dated as of September 1, 2005, among GE-WMC Mortgage Securities, L.L.C., The Bank of New York and Xxxxxx Loan Servicing LP, relating to GE-WMC Mortgage Securities, L.L.C., Asset-Backed Pass-Through Certificates, Series 2005-1

Ladies and Gentlemen:

Pursuant to Section 2.02 of the Pooling and Servicing Agreement, dated as of September 1, 2005, among GE-WMC Mortgage Securities, L.L.C. as depositor, Xxxxxx Loan Servicing LP as servicer, and The Bank of New York as trustee and supplemental interest trustee, we hereby acknowledge 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 constituting part of such Mortgage File (other than such documents described in Section 2.01(v)) required to be delivered to the Trustee pursuant to this Agreement are in its possession, (ii) such documents have been reviewed by it or such Custodian and are not mutilated, torn or defaced unless initialed by the related borrower and relate to such Mortgage Loan, (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), (3), (9), (10) and (13) of the definition of “Mortgage Loan Schedule” accurately reflects information set forth in the Mortgage File.

The Trustee or such custodian has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the above-referenced Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, recordability, enforceability or genuineness of any of the documents contained in the Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule; or (ii) the collectability, insurability, perfection, priority, effectiveness or suitability of any such Mortgage Loan.

The Trustee was under no duty or obligation (i) to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine,

enforceable, or appropriate for the represented purpose or whether they have actually been recorded or that they are other than what they purport to be on their face or (ii) to determine whether any Mortgage File should include any of the documents specified in clause (v) of Section 2.01.

Capitalized terms used but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement.

Trustee

By:_______________________________

Name:

Title:

EXHIBIT C-2

FORM OF TRUSTEE’S FINAL CERTIFICATION

[Date]

GE-WMC Mortgage Securities, L.L.C.
0000 Xxxxxxxx Xxxxxx, Xxxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000

The Bank of New York
000 Xxxxxxx Xxxxxx

Xxxxx 0 Xxxx

Xxx Xxxx, Xxx Xxxx 10286

Xxxxxx Loan Servicing LP

0000 Xxxx Xxxxxxx Xxxxx

Xxxxxxx, Xxxxx 00000

NIMS Insurer (If any)

Re:

Ladies and Gentlemen:

In accordance with Section 2.02 of the above-captioned Pooling and Servicing Agreement, the undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attachment hereto), it or a Custodian on its behalf has received each of the documents listed in Section 2.01.

The Trustee or a custodian on its behalf has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the above-referenced Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, recordability, enforceability or genuineness of any of the documents contained in the Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan Schedule; or (ii) the collectability, insurability, perfection, priority, effectiveness or suitability of any such Mortgage Loan.

Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.

Trustee

By:______________________________

Name:

Title:

EXHIBIT C-3

FORM OF TRUSTEE’S RECEIPT OF MORTGAGE NOTE

[Date]

GE-WMC Mortgage Securities, L.L.C.

0000 Xxxxxxxx Xxxxxx, Xxxxxx 000

Xxxxxxx, Xxxxxxxxxx 00000

The Bank of New York

000 Xxxxxxx Xxxxxx

Xxxxx 0 Xxxx

Xxx Xxxx, Xxx Xxxx 10286

Xxxxxx Loan Servicing LP

0000 Xxxx Xxxxxxx Xxxxx

Xxxxxxx, Xxxxx 00000

Re:

Ladies and Gentlemen:

Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated as of September 1, 2005, among GE-WMC Mortgage Securities, L.L.C. as depositor, Xxxxxx Loan Servicing LP as servicer and The Bank of New York as trustee and supplemental interest trustee, we hereby acknowledge the receipt of the original Mortgage Note for each Mortgage Loan with any exceptions thereto listed on Exhibit 1.

Capitalized terms used but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement.

Trustee

By:______________________________

Name:

Title:

EXHIBIT 1

Exception Report

EXHIBIT D

FORM OF MORTGAGE LOAN PURCHASE AGREEMENT

MORTGAGE LOAN PURCHASE AGREEMENT

This is a Mortgage Loan Purchase Agreement, dated September 28, 2005 (the “Agreement”), between WMC Mortgage Corp., a California corporation (the “Seller”), and GE Mortgage Holding, L.L.C., a Delaware limited liability company (the “Purchaser”).

Preliminary Statement

The Seller intends to sell the Mortgage Loans (as hereinafter defined) to the Purchaser on the terms and subject to the conditions set forth in this Agreement. The Purchaser intends to sell the Mortgage Loans and its rights under this Agreement to GE-WMC Mortgage Securities, L.L.C. (the “Depositor”) who intends to deposit the Mortgage Loans into a mortgage pool constituting the Trust Fund. The Trust Fund will be evidenced by a single series of asset-backed pass-through certificates designated as Series 2005-1 (the “Certificates”). The Certificates will consist of nineteen classes of certificates.

The Certificates will be issued pursuant to a Pooling and Servicing Agreement relating to the Series 2005-1 Certificates, dated as of September 1, 2005 (the “Pooling and Servicing Agreement”), among the Depositor, Xxxxxx Loan Servicing LP as servicer (the “Servicer”) and the Bank of New York as trustee (in such capacity, the “Trustee”). Pursuant to the Pooling and Servicing Agreement, the Depositor will assign all of its right, title and interest in and to the Mortgage Loans, together with its rights under this Agreement, to the Trustee for the benefit of the Certificateholders. Capitalized terms used but not defined herein shall have the meanings set forth in the Pooling and Servicing Agreement.

The parties hereto agree as follows:

SECTION 1. Agreement to Purchase. The Seller hereby sells, and the Purchaser hereby purchases, on the date hereof, those certain adjustable-rate and fixed-rate non-prime, one- to four-family, first-lien and second-lien residential mortgage loans set forth on the Closing Schedule (as defined below) (the “Mortgage Loans”), having an aggregate principal balance as of the close of business on September 1, 2005 (the “Cut-off Date”) of $1,028,089,785 after giving effect to all payments due on the Mortgage Loans on or before the Cut-off Date (the “Closing Balance”), whether or not received, including the right to any Prepayment Charges collected after the Cut-off Date from the Mortgagors in connection with any Principal Prepayments on the Mortgage Loans on or before the Cut-off Date. Any payments (including Prepayment Charges) collected on or before the Cut-off Date, including all scheduled payments of principal and interest due on or before the Cut-off Date and collected after the Cut-off Date, shall belong to the Seller.

SECTION 2. Mortgage Loan Schedule and Prepayment Charge Schedule. The Purchaser and the Seller have agreed upon which of the mortgage loans owned by the Seller are being purchased by the Purchaser from the Seller pursuant to this Agreement, and the Seller has prepared or caused to be prepared on or prior to the date hereof a final schedule (the “Closing Schedule”) describing such mortgage loans and setting forth all of the mortgage loans to be purchased under this Agreement. The Closing Schedule conforms to the requirements set forth in this Agreement and to the definition of “Mortgage Loan Schedule” under the Pooling and

Servicing Agreement. The Closing Schedule shall be used as the Mortgage Loan Schedule under the Pooling and Servicing Agreement. The Seller has prepared or caused to be prepared on or prior to the Closing Date a final schedule (the “Prepayment Charge Schedule”) setting forth each Mortgage Loan containing a Prepayment Charge and conforming to the definition of Prepayment Charge Schedule under the Pooling and Servicing Agreement.

SECTION 3. Consideration. In consideration for the Mortgage Loans that will be purchased hereunder, the Purchaser shall, as described in Section 8, pay to or upon the order of the Seller in immediately available funds an amount (the “Originator Sale Price”) equal to the sum of (i) the net sale proceeds of the Offered Certificates and (ii) $1,043,954,089.30.

SECTION 4.

Transfer of the Mortgage Loans.

(a) Possession of Mortgage Files. The Seller does hereby sell to the Purchaser, without recourse but subject to the terms of this Agreement, all of its right, title and interest in, to and under the Mortgage Loans, including the related Prepayment Charges collected after the Cut-off Date. The contents of each Mortgage File not delivered to the Purchaser or to any assignee, transferee or designee of the Purchaser on or prior to the Closing Date are and shall be held in trust by the Seller for the benefit of the Purchaser or any assignee, transferee or designee of the Purchaser. Upon the sale of the Mortgage Loans, the ownership of each Mortgage Note, the related Mortgage and the other contents of the related Mortgage File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or that come into the possession of the Seller on or after the Closing Date shall immediately vest in the Purchaser and shall be delivered immediately to the Purchaser or as otherwise directed by the Purchaser.

(b) Delivery of Mortgage Loan Documents. The Seller will, on or prior to the Closing Date, deliver or cause to be delivered to the Purchaser or any assignee, transferee or designee of the Purchaser each of the following documents for each Mortgage Loan:

(1) the original Mortgage Note, with all riders, endorsed in blank, without recourse, or in the following form: “Pay to the order of The Bank of New York, as Trustee under the applicable agreement, without recourse,” with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee, or with respect to any lost Mortgage Note, an original Lost Note Affidavit; provided, however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date;

(2) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original Mortgage, with all riders, with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon;

(3) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, an original Assignment assigned in blank, without recourse;

(4) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original recorded intervening Assignment or Assignments showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii) or the original unrecorded intervening Assignments;

(5) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and

(6) the original lender’s title insurance policy or an attorney’s opinion of title or similar guarantee of title acceptable to mortgage lenders generally in the jurisdiction where the Mortgaged Property is located, together with all endorsements or riders which were issued with or subsequent to the issuance of such policy, or in the event such original title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company.

In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at its expense, the MERS® System to indicate that such Mortgage Loans have been assigned by the Seller to the Purchaser, or its designee, by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files the information required by the MERS® System to identify the series of Certificates issued in connection with such Mortgage Loans. The Seller further agrees that it will not alter the information referenced in this paragraph with respect to any related Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased is accordance with the terms of this Agreement.

If any document referred to in Section 4(b)(ii), 4(b)(iii) or 4(b)(iv) above has, as of the Closing Date, been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to have been satisfied upon (1) delivery by or on behalf of the Seller promptly upon receipt thereof to the Purchaser or any assignee, transferee or designee of the Purchaser of either the original or a copy of such document certified by the Seller 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 recorded original thereof and (2) if such delivered copy is certified by the Seller then in addition thereto deliver 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. In the event that the original lender’s title insurance policy was not delivered pursuant to 4(b)(vi) above, the Seller shall deliver to the Purchaser or any assignee, transferee or designee of the Purchaser promptly after receipt thereof, the original lender’s title insurance policy. The Seller shall deliver or cause to be delivered to the Purchaser or any assignee, transferee or designee of the Purchaser, promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan,

including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan.

The Seller shall promptly (and in no event later than thirty (30) Business Days, subject to extension upon mutual agreement between the Seller and the Trustee, following the later of (i) the Closing Date, (ii) the date on which the Seller receives the Assignment from the Purchaser or the Trustee and (iii) the date of receipt by the Seller of the recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to the Purchaser, the Depositor, the Servicer, the Trust Fund or the Trustee, in the appropriate public office for real property records, each Assignment referred to in (iii) and (iv) above and shall execute each original Assignment referred to in (iii) in the following form: “The Bank of New York, as Trustee under the applicable agreement”. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Seller shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded.

Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided further, however, each Assignment shall be submitted for recording by the Seller (at the direction of the Servicer) in the manner described above, at no expense to the Purchaser, the Depositor, the Trust Fund, the Servicer or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights or the NIMS Insurer, if any, (ii) [reserved], (iii) the occurrence of the bankruptcy or insolvency of the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling and Servicing Agreement, (v) with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) with respect to any Assignments, the payment in full of the related Mortgage Note.

The Seller shall forward all notices it receives promptly to the Servicer. In the event that the Servicer does not receive notices related to an improperly recorded or unrecorded assignment, the Servicer shall have no liability therefore. The Seller shall reimburse the Trust Fund and/or Servicer to the extent that the Seller’s failure to forward such notices results in a loss to the Trust Fund or the Servicer.

Each original document relating to any Mortgage Loan which is not delivered to the Purchaser or its assignee, transferee or designee, if held by the Seller, shall be so held for the benefit of the Purchaser or its assignee, transferee or designee.

(c) Acceptance of Mortgage Loans. The documents delivered pursuant to Section 4(b) hereof shall be reviewed by the Purchaser or any assignee, transferee or designee of the Purchaser at any time before or after the Closing Date (and with respect to each document permitted to be delivered after the Closing Date within seven days of its delivery) to ascertain that all required documents have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule.

(d)

Reserved.

(e) Transfer of Interest in Agreements. The Purchaser has the right to assign its interest under this Agreement, in whole or in part, to the Depositor and the Depositor will have the right to assign its interest under this Agreement, in whole or in part, to the Trustee, as may be required to effect the purposes of the Pooling and Servicing Agreement, without the consent of the Seller, and the assignee shall succeed to the rights and obligations hereunder of the Purchaser. Any expense reasonably incurred by or on behalf of the Purchaser, the Depositor or the Trustee in connection with enforcing any obligations of the Seller under this Agreement shall be promptly reimbursed by the Seller.

(f) Examination of Mortgage Files. Prior to the Closing Date, the Seller shall either (i) deliver in escrow to the Purchaser or to any assignee, transferee or designee of the Purchaser, for examination, the Mortgage File pertaining to each Mortgage Loan or (ii) make such Mortgage Files available to the Purchaser or to any assignee, transferee or designee of the Purchaser for examination at the Custodian’s offices in California. Such examination may be made by the Purchaser and its respective designees, upon reasonable notice to the Seller and the Trustee during normal business hours before the Closing Date and within sixty (60) days after the Closing Date. If any such person makes such examination prior to the Closing Date and identifies any Mortgage Loans that do not conform to the requirements of the Purchaser as described in this Agreement, such Mortgage Loans shall be deleted from the Closing Schedule. The Purchaser may, at its option and without notice to the Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that the Purchaser or any person has conducted or has failed to conduct any partial or complete examination of the Mortgage Files shall not affect the rights of the Purchaser or any assignee, transferee or designee of the Purchaser to demand repurchase or other relief as provided herein or under the Pooling and Servicing Agreement.

SECTION 5.

Representations, Warranties and Covenants of the Seller.

The Seller hereby represents and warrants to the Purchaser with respect to the Mortgage Loans, as of the date hereof and as of the Closing Date, and covenants that:

(1) The Seller is a corporation duly organized and validly existing under the laws of California. The Seller has all licenses necessary to carry out its business as now being conducted, and is licensed and qualified to transact business in and is in good standing under the laws of each state in which any Mortgaged Property is located or is otherwise exempt under applicable law from such licensing or qualification or is otherwise not required under applicable law to effect such licensing or qualification and no demand for such licensing or qualification has been made upon the Seller by any such state, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loan and the interim servicing of the Mortgage Loans in accordance with the terms of this Agreement. No proceedings are pending which would likely result in the suspension or revocation of any current licenses or approvals held by the Seller;

(2) The Seller has the full power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law;

(3) The execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets;

(4) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder;

(5) The Seller is an approved seller/servicer for Xxxxxx Xxx and Xxxxxxx Mac in good standing and is a HUD approved mortgagee pursuant to Section 203 of the National Housing Act. No event has occurred, including but not limited to a change in insurance coverage, which would make the Seller unable to comply with Xxxxxx Mae, Xxxxxxx Mac or HUD eligibility requirements or which would require notification to Xxxxxx Mae, Xxxxxxx Mac or HUD;

(6) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;

(7) The Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents required to be delivered with respect to each Mortgage Loan pursuant to this Agreement, have been delivered to the Purchaser or its designee all in compliance with the specific requirements of this Agreement;

(8) Immediately prior to the payment by the Purchaser of the Originator Sale Price for each Mortgage Loan, the Seller was the owner of record of the related Mortgage and the indebtedness evidenced by the related Mortgage Note and upon the payment of the Originator Sale Price by the Purchaser, in the event that the Seller retains record title,

the Seller shall retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser as the owner thereof and only for the purpose of servicing and supervising the servicing of each Mortgage Loan;

(9) There are no actions or proceedings against, or investigations of, the Seller before any court, administrative agency or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that would likely prohibit or materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement;

(10) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date;

(11) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions;

(12) The transfer of the Mortgage Loans shall be treated as a sale on the books and records of the Seller, and the Seller has determined that, and will treat, the disposition of the Mortgage Loans pursuant to this Agreement for tax and accounting purposes as a sale. The Seller shall maintain books and records which shall reflect the ownership of each Mortgage Loan by the Purchaser;

(13) The consideration received by the Seller upon the sale of the Mortgage Loans constitutes fair consideration and reasonably equivalent value for such Mortgage Loans;

(14) The Seller is solvent and will not be rendered insolvent by the consummation of the transactions contemplated hereby. The Seller is not transferring any Mortgage Loan with any intent to hinder, delay or defraud any of its creditors;

(15)

Reserved;

(16) Neither this Agreement nor any written statement, report or other document prepared and furnished or to be prepared and furnished by the Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading;

(17) The Seller is a member of MERS in good standing, will comply in all material respects with the rules and procedures of MERS in connection with the servicing

of the Mortgage Loans that are registered with MERS and is current in payment of all fees and assessments imposed by MERS; and

(18) The Seller will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS.

SECTION 6.

Representations and Warranties of the Seller Relating to the Mortgage Loans.

(a) The Seller hereby represents and warrants to the Purchaser, with respect to the Mortgage Loans as of the Closing Date or as of such date specifically provided herein:

(1) The information set forth in the related Mortgage Loan Schedule is complete, true and correct;

(2) All payments required to be made up to the close of business on the related closing date for such Mortgage Loan under the terms of the Mortgage Note have been made; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the related Mortgaged Property, directly or indirectly, for the payment of any amount required by the Mortgage Note or Mortgage; and there has been no delinquency, exclusive of any period of grace, in any payment by the Mortgagor thereunder since the origination of the Mortgage Loan;

(3) There are no delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the related Mortgaged Property;

(4) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments, recorded in the applicable public recording office if necessary to maintain the lien priority of the Mortgage, and which have been delivered to the Custodian as designeee of the Purchaser; the substance of any such waiver, alteration or modification has been approved by the title insurer, to the extent required by the related policy, and is reflected on the related Mortgage Loan Schedule. No instrument of waiver, alteration or modification has been executed, and no Mortgagor has been released, in whole or in part, except in connection with an assumption agreement approved by the title insurer, to the extent required by the policy, and which assumption agreement has been delivered to the Custodian as designee of the Purchaser and the terms of which are reflected in the related Mortgage Loan Schedule;

(5) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note and the Mortgage, or the exercise of any right thereunder, render the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto, subject to bankruptcy, equitable principles and laws affecting creditors rights. Each Prepayment Charge or

penalty with respect to any Mortgage Loan is permissible, enforceable and collectible under applicable federal, state and local law;

(6) All buildings upon the Mortgaged Property are insured by an insurer in accordance with the underwriting guidelines of the Seller, in effect on the date such Mortgage Loan was originated (the “Underwriting Guidelines”) against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located, pursuant to insurance policies conforming to the requirements of the Underwriting Guidelines. All such insurance policies contain a standard mortgagee clause naming the Seller, its successors and assigns as mortgagee and all premiums thereon have been paid. If the Mortgaged Property is in an area identified on a Flood Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect which policy conforms with the Underwriting Guidelines,. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to maintain such insurance at Mortgagor’s cost and expense and to seek reimbursement therefor from the Mortgagor;

(7) Any and all requirements of any federal, state or local law including, without limitation, usury, truth in lending, real estate settlement procedures, predatory and abusive lending, consumer credit protection, equal credit opportunity, fair housing or disclosure laws applicable to the origination and servicing of mortgage loans of a type similar to the Mortgage Loans have been complied with;

(8) The Mortgage has not been satisfied, cancelled, subordinated or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, cancellation, subordination, rescission or release;

(9) The Mortgage is a valid, existing and enforceable first or second (as indicated on the Mortgage Loan Schedule) lien on the related Mortgaged Property, including all improvements on the Mortgaged Property subject only to (a) the lien of current real property taxes and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording being acceptable to mortgage lending institutions generally and specifically referred to in the lender’s title insurance policy delivered to the originator of the Mortgage Loan and which do not materially and adversely affect the Value of the Mortgaged Property, (c) to the extent the Mortgage Loan is a second lien Mortgage Loan, the related first lien on the Mortgaged Property; and (d) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, existing and enforceable first or second (as indicated on the Mortgage Loan Schedule) lien and first or second (as indicated on the Mortgage Loan Schedule) priority security interest on the property described therein and the Seller has full right to sell and assign the same to the Purchaser, subject to (a)-(d) above. The Mortgaged

Property was not, as of the date of origination of the Mortgage Loan, subject to a mortgage, deed of trust, deed to secure debt or other security instrument creating a lien subordinate to the lien of the Mortgage (other than the second lien Mortgage Loans listed on the Mortgage Loan Schedule);

(10) The Mortgage Note and the related Mortgage are genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(11) All parties to the Mortgage Note and the Mortgage had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties. The Mortgagor is a natural person or a trust that conforms to the requirements of Xxxxxx Xxx;

(12) The proceeds of the Mortgage Loan have been fully disbursed to or for the account of the Mortgagor and there is no obligation for the mortgagee to advance additional funds thereunder and any and all requirements as to completion of any on-site or off-site improvement and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage have been paid, and the Mortgagor is not entitled to any refund of any amounts paid or due to the mortgagee pursuant to the Mortgage Note or Mortgage;

(13) The Seller is the sole legal, beneficial and equitable owner of the Mortgage Note and the Mortgage and has full right to transfer and sell the Mortgage Loan to the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest;

(14) All parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) in compliance with any and all applicable “doing business” and licensing requirements of the laws of the state wherein the Mortgaged Property is located or were not required to be licensed in such state;

(15) The Mortgage Loan is covered by an American Land Title Association (“ALTA”) lender’s title insurance policy (which, in the case of an Adjustable-Rate Mortgage Loan has an adjustable-rate mortgage endorsement in the form of ALTA 6.0 or 6.1), or with respect to any Mortgage Loan for which the related Mortgaged Property is located in California, a CLTA lender’s title insurance policy, or other generally acceptable form of policy or insurance acceptable to pursuant to the Underwriting Guidelines, issued by a title insurer acceptable pursuant to the Underwriting Guidelines and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in (9)(a) and (d) above) the originator, its successors and assigns as to the first or second (as indicated on the related Mortgage Loan Schedule) priority lien of the Mortgage in the original principal amount of the Mortgage Loan and, with respect to any Adjustable-Rate Mortgage Loan, against any loss

by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment in the Mortgage Rate and Monthly Payment. Additionally, such lender's title insurance policy affirmatively insures ingress and egress to and from the Mortgaged Property, and against encroachments by or upon the Mortgaged Property or any interest therein. The originator is the sole insured of such lender's title insurance policy, and such lender’s title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the related Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

(16) There is no default, breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration, and the Seller has not waived any default, breach, violation or event of acceleration. With respect to each second lien Mortgage Loan (i) the first lien Mortgage Loan is in full force and effect, (ii) to the best of Seller’s knowledge, there is no default, breach, violation or event of acceleration existing under such first lien Mortgage or the related Mortgage Note, (iii) no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration thereunder, (iv) either (A) the first lien Mortgage contains a provision which allows or (B) applicable law requires, the mortgagee under the second lien Mortgage Loan to receive notice of, and affords such mortgagee an opportunity to cure any default by payment in full or otherwise under the first lien Mortgage, and (v) either no consent for the Mortgage Loan is required by the holder of the first lien or such consent has been obtained and is contained in the Mortgage File.

(17) There are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under law could give rise to such lien) affecting the related Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage;

(18) All improvements which were considered in determining the Value of the related Mortgaged Property lay wholly within the boundaries and building restriction lines of the Mortgaged Property, and no improvements on adjoining properties encroach upon the Mortgaged Property;

(19) The Mortgage Loan was (A) originated by the Seller or by a savings and loan association, a savings bank, a commercial bank, credit union, insurance company or similar banking institution which is supervised and examined by a federal or state authority, or by a mortgagee approved as such by the Secretary of HUD or (B) acquired by the Seller through loan brokers or correspondents in which case the Mortgage Loan was re-underwritten by the Seller in accordance with the Underwriting Guidelines (including exception practices as set forth in the Underwriting Guidelines);

(20) Principal payments on the Mortgage Loan will commence or commenced no more than sixty days after the proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest at the Mortgage Rate. For each Mortgage Loan, the Mortgage Note is

payable on the first day of each month in Monthly Payments, which, in the case of Fixed Rate Mortgage Loans, are sufficient to fully amortize the original principal balance over the original term thereof (other than with respect to a Mortgage Loan identified on the related Mortgage Loan Schedule as an interest-only Mortgage Loan during the interest-only period or a Mortgage Loan which is identified on the related Mortgage Loan Schedule as a Balloon Loan) and to pay interest at the related Mortgage Rate, and, in the case of an Adjustable-Rate Mortgage Loan, are changed on each Adjustment Date, and in any case, are sufficient to fully amortize the original principal balance over the original term thereof (other than with respect to a Mortgage Loan identified on the related Mortgage Loan Schedule as an interest-only Mortgage Loan during the interest-only period or a Mortgage Loan which is identified on the related Mortgage Loan Schedule as a Balloon Loan) and to pay interest at the related Mortgage Rate. With respect to each Mortgage Loan identified on the Mortgage Loan Schedule as an interest-only Mortgage Loan, the interest-only period shall not exceed ten (10) years (or such other period specified on the Mortgage Loan Schedule) and following the expiration of such interest-only period, the remaining Monthly Payments shall be sufficient to fully amortize the original principal balance over the remaining term of the Mortgage Loan. With respect to each Balloon Loan, the Mortgage Note requires a Monthly Payment which is sufficient to fully amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Rate and requires a final Monthly Payment substantially greater than the preceding monthly payment which is sufficient to repay the remained unpaid principal balance of the Balloon Loan as the due date of such monthly payment. The Index for each Adjustable-Rate Mortgage Loan is as defined in the related Mortgage Loan Schedule. The Mortgage Note does not permit negative amortization. No Mortgage Loan is a Convertible Mortgage Loan;

(21) The origination and collection practices used with respect to each Mortgage Note and Mortgage have been in all respects legal, proper, prudent and customary in the mortgage origination industry. The Mortgage Loan has been serviced by the Seller or its subservicer and any predecessor servicer in accordance with all applicable laws and the terms of the Mortgage Note. With respect to escrow deposits and Escrow Payments, if any, all such payments are in the possession of, or under the control of, the Seller and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. No escrow deposits or Escrow Payments or other charges or payments due the Seller have been capitalized under any Mortgage or the related Mortgage Note and no such escrow deposits or Escrow Payments are being held by the Seller for any work on a Mortgaged Property which has not been completed;

(22) The Mortgaged Property is free of damage and waste and there is no proceeding pending for the total or partial condemnation thereof;

(23) The Mortgage and related Mortgage Note contain customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby, including, (a) in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and (b) otherwise by judicial foreclosure, except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. As of the date of origination,

the Mortgaged Property was not the subject of a bankruptcy proceeding or foreclosure proceeding and the Mortgagor had not filed for protection under applicable bankruptcy laws. There is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage subject to applicable federal and state laws and judicial precedent with respect to bankruptcy and right of redemption or similar law. The Mortgagor has not notified the Seller and the Seller has no knowledge of any relief requested or allowed to the Mortgagor under the Servicemembers Civil Relief Act;

(24) The Mortgage Loan was underwritten in accordance with the Underwriting Guidelines; and the Mortgage Note and Mortgage are on forms acceptable to prudent mortgage lenders in the secondary mortgage market;

(25) The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage on the Mortgaged Property and the security interest of any applicable security agreement or chattel mortgage referred to in (9) above;

(26) The Mortgage File contains an appraisal of the related Mortgaged Property which, (a) with respect to each first lien Mortgage Loan, was on appraisal form 1004 or form 2055 with an interior inspection, or (b) with respect to each second lien Mortgage Loan, was on appraisal form 704, 1004, 2065 or 2055 with an exterior only inspection, and (c) with respect to (a) or (b) above, was made and signed, prior to the approval of the Mortgage Loan application, by a qualified appraiser, who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof, whose compensation is not affected by the approval or disapproval of the Mortgage Loan. Each appraiser and appraisal of the Mortgage Loan was made in accordance with the Underwriting Guidelines and the relevant provisions of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989;

(27) In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, and no fees or expenses are or will become payable by the Purchaser to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the Mortgagor;

(28) No Mortgage Loan contains provisions pursuant to which Monthly Payments are (a) paid or partially paid with funds deposited in any separate account established by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid by any source other than the Mortgagor or (c) contains any other similar provisions which may constitute a “buydown” provision. The Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan does not have a shared appreciation or other contingent interest feature;

(29) The Seller has executed a statement to the effect that the Mortgagor has received all disclosure materials required by applicable law with respect to the making of fixed rate mortgage loans in the case of fixed rate Mortgage Loans, and adjustable-rate mortgage loans in the case of Adjustable-Rate Mortgage Loans and rescission materials with respect to Refinanced Mortgage Loans, and such statement is and will remain in the Mortgage File;

(30) No Mortgage Loan was made in connection with (a) the construction or rehabilitation of a Mortgaged Property or (b) facilitating the trade-in or exchange of a Mortgaged Property;

(31) No Mortgage Loan had an LTV or CLTV at origination in excess of 100%. No Mortgage Loan is covered by a policy of primary mortgage guaranty insurance;

(32) As of the origination date, the Mortgaged Property was lawfully occupied under applicable law; all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy, have been made or obtained from the appropriate authorities;

(33) No misrepresentation, fraud or similar occurrence with respect to a Mortgage Loan has taken place on the part of any person, including without limitation the Mortgagor, any appraiser, any builder or developer, or any other party involved in the origination of the Mortgage Loan or in the application of any insurance in relation to such Mortgage Loan;

(34) The Assignment is in recordable form except for the name of the assignee which is blank and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located;

(35) Any principal advances made to the Mortgagor prior to the Cut-off Date have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term. The lien of the Mortgage securing the consolidated principal amount is expressly insured as having first or second (as specified in the Mortgage Loan Schedule) lien priority by a title insurance policy, an endorsement to the policy insuring the mortgagee's consolidated interest or by other title evidence acceptable to prudent mortgage lenders in the secondary mortgage market. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan;

(36) If the Residential Dwelling on the Mortgaged Property is a condominium unit or a unit in a planned unit development (other than a de minimis planned unit development) such condominium or planned unit development project was originated in accordance with, and the Mortgaged Property meets the requirements set forth in the Underwriting Guidelines;

(37) The account number from which the down payment was received with respect to each Mortgage Loan has been verified by the Seller;

(38) Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months;

(39) To the best of Seller’s knowledge, the Mortgaged Property is in material compliance with all applicable environmental laws pertaining to environmental hazards including, without limitation, asbestos, and neither the Seller nor, to the Seller’s knowledge, the related Mortgagor, has received any notice of any violation or potential violation of such law;

(40) The Seller shall, at its own expense, cause each Mortgage Loan to be covered by a Tax Service Contract which is assignable to the Purchaser or its designee; provided however, that if the Seller fails to purchase such Tax Service Contract, the Seller shall be required to reimburse the Purchaser for all costs and expenses incurred by the Purchaser in connection with the purchase of any such Tax Service Contract;

(41) Each Mortgage Loan is covered by a Flood Zone Service Contract which is assignable to the Purchaser or its designee or, for each Mortgage Loan not covered by such Flood Zone Service Contract, the Seller agrees to purchase such Flood Zone Service Contract;

(42) No Mortgage Loan is (a) subject to the provisions of the Homeownership and Equity Protection Act of 1994 as amended (“HOEPA”), (b) a “high cost” mortgage loan, “covered” mortgage loan, “high risk home” mortgage loan or “predatory” mortgage loan or any other comparable term, no matter how defined under any federal, state or local law, (c) subject to any comparable federal, state or local statutes or regulations, or any other statute or regulation providing for heightened regulatory scrutiny or assignee liability to holders of such mortgage loans, or (d) a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the current Standard & Poor’s LEVELS® Glossary Revised, Appendix E);

(43) No predatory or deceptive lending practices, including but not limited to, the extension of credit to a mortgagor without regard for the mortgagor’s ability to repay the Mortgage Loan and the extension of credit to a mortgagor which has no apparent benefit to the mortgagor, were employed in connection with the origination of the Mortgage Loan. Each Mortgage Loan is in compliance with the anti-predatory lending eligibility for purchase requirements of the Xxxxxx Xxx guidelines;

(44) The debt-to-income ratio of the related Mortgagor was not greater than the limits set forth in the Underwriting Guidelines (including the Seller’s standard exception practices);

(45) No Mortgagor was required to purchase any credit insurance product (e.g., life, mortgage, disability, accident, unemployment or health insurance product) or debt cancellation agreement as a condition of obtaining the extension of credit. No Mortgagor obtained a prepaid single premium credit life, mortgage, disability, accident, unemployment or health insurance product in connection with the origination of the Mortgage Loan.

(46) No proceeds from any Mortgage Loan were used to purchase single premium credit insurance policies as part of the origination of, or as a condition to closing, such Mortgage Loan;

(47) The Mortgage Loans were not selected from the outstanding one to four-family mortgage loans in the Seller’s portfolio at the related origination date as to which the representations and warranties set forth in this Agreement could be made in a manner so as to affect materially and adversely the interests of the Purchaser;

(48) The Mortgage contains an enforceable provision for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan in the event that the Mortgaged Property is sold or transferred without the prior written consent of the mortgagee thereunder,

except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(49) The Mortgage Loan was not prepaid in full prior to the Closing Date and the Seller has not received notification from a Mortgagor that a prepayment in full shall be made after the Closing Date;

(50) No Mortgage Loan is secured by cooperative housing, commercial property or mixed use property (other than de minimis usages);

(51)

Reserved;

(52) Except as set forth on the Mortgage Loan Schedule, none of the Mortgage Loans are subject to a prepayment penalty. For any Mortgage Loan originated prior to October 1, 2002 that is subject to a prepayment penalty, such prepayment penalty does not extend beyond five years after the date of origination. For any Mortgage Loan originated on or following October 1, 2002 that is subject to a prepayment penalty, such prepayment penalty does not extend beyond three years after the date of origination. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a prepayment prior to maturity: (i) prior to the Mortgage Loan’s origination, the Mortgagor agreed to such premium in exchange for a monetary benefit, including but not limited to a rate or fee reduction, (ii) prior to the Mortgage Loan’s origination, the Mortgagor was offered the option of obtaining a Mortgage Loan that did not require payment of such a premium; provided, that such offer may have been evidenced by the Seller’s rate sheet/pricing grid relating to such Mortgage Loan, which provided that the Mortgage Loan had a full prepayment premium buy-out pricing adjustment available, (iii) the prepayment premium is disclosed to the Mortgagor in the loan documents pursuant to applicable state and federal law, and (iv) notwithstanding any state or federal law to the contrary, the Seller shall not impose such prepayment premium in any instance when the mortgage debt is accelerated as the result of the Mortgagor’s default in making the loan payments;

(53) The Seller has complied with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”); the Seller has established an anti-money laundering compliance program to the extent required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by the said Mortgagor to purchase the property in question, and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws. No Mortgage Loan is subject to nullification pursuant to Executive Order 13224 (the “Executive Order”) or the regulations promulgated by the Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the OFAC Regulations, and no Mortgagor is subject to the provisions of such Executive Order or the OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC Regulations;

(54) No Mortgagor was encouraged or required to select a Mortgage Loan product offered by the Seller originator which is a higher cost product designed for less creditworthy borrowers, unless at the time of the Mortgage Loan’s origination, such Mortgagor did not qualify taking into account credit history and debt to income ratios for a lower cost credit product then offered by the Seller;

(55) The methodology used in underwriting the extension of credit for each Mortgage Loan employs objective mathematical principles which relate the Mortgagor’s income, assets and liabilities to the proposed payment and such underwriting methodology does not rely on the extent of the Mortgagor’s equity in the collateral as the principal determining factor in approving such credit extension. Such underwriting methodology confirmed that at the time of origination (application/approval) the Mortgagor had a reasonable ability to make timely payments on the Mortgage Loan;

(56) With respect to each Mortgage Loan, the Seller has fully and accurately furnished complete information on the related borrower credit files to Equifax, Experian and Trans Union Credit Information Company, in accordance with the Fair Credit Reporting Act and its implementing regulations, on a monthly basis;

(57) All points and fees related to each Mortgage Loan were disclosed in writing to the related Mortgagor in accordance with applicable state and federal law and regulation. Except (a) in the case of a Mortgage Loan in an original principal amount of less than $60,000 which would have resulted in an unprofitable origination or (b) as indicated on the Mortgage Loan Schedule, no related Mortgagor was charged “points and fees” (whether or not financed) in an amount greater than 5% of the principal amount of such loan, such 5% limitation is calculated in accordance with Xxxxxx Mae’s anti-predatory lending requirements as set forth in the Xxxxxx Xxx Selling Guide. All fees and charges (including finance charges) and whether or not financed, assessed, collected or to be collected in connection with the origination and servicing of each such Mortgage Loan were disclosed in writing to the related Mortgagor in accordance with applicable state and federal laws and regulations;

(58) The Seller will transmit full-file credit reporting data for each Mortgage Loan pursuant to Xxxxxx Mae Guide Announcement 95-19 and for each Mortgage Loan, Seller 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;

(59) Each Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1);

(60) No Mortgage Loan is secured by real property or secured by a manufactured home located in the state of Georgia unless (x) such Mortgage Loan was originated prior to October 1, 2002 or after March 6, 2003, or (y) the property securing the Mortgage Loan is not, nor will be, occupied by the Mortgagor as the Mortgagor’s principal dwelling. No Mortgage Loan is a “High Cost Home Loan” as defined in the Georgia Fair Lending Act, as amended (the “Georgia Act”). Each Mortgage Loan that is a “Home Loan” under the Georgia Act complies with all applicable provisions of the Georgia Act. No Mortgage Loan secured by owner occupied real property or an owner occupied manufactured home located

in the State of Georgia was originated (or modified) on or after October 1, 2002 through and including March 6, 2003;

(61) No Mortgage Loan is a “High-Cost” loan as defined under the New York Banking Law Section 6-1, effective as of April 1, 2003;

(62) No Mortgage Loan (a) is secured by property located in the State of New York; (b) had an unpaid principal balance at origination of $300,000 or less, and (c) has an application date on or after April 1, 2003, the terms of which Mortgage Loan equal or exceed either the APR or the points and fees threshold for “high-cost home loans”, as defined in Section 6-1 of the New York State Banking Law;

(63) No Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan Protection Act effective July 16, 2003 (Act 1340 or 2003);

(64) No Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky high-cost loan statute effective June 24, 2003 (Ky. Rev. Stat. Section 360.100);

(65) No Mortgage Loan secured by property located in the State of Nevada is a “home loan” as defined in the Nevada Assembly Xxxx No. 284;

(66) No Mortgage Loan is a “manufactured housing loan” or “home improvement home loan” pursuant to the New Jersey Home Ownership Act. No Mortgage Loan is a “High-Cost Home Loan” or a refinanced “Covered Home Loan,” in each case, as defined in the New Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46;10B-22 et seq.);

(67) No Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership and Equity protection Act;

(68) No Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004 (N.M. Stat. Xxx. §§ 58-21A-1 et seq.);

(69) No Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et seq.);

(70) No Mortgage Loan that is secured by property located within the State of Maine meets the definition of a (i) “high-rate, high-fee” mortgage loan under Article VIII, Title 9-A of the Maine Consumer Credit Code or (ii) “High-Cost Home Loan” as defined under the Maine House Xxxx 383 X.X. 494, effective as of September 13, 2003;

(71) With respect to any Mortgage Loan for which a mortgage loan application was submitted by the Mortgagor after April 1, 2004, no such Loan secured by Mortgaged Property in the State of Illinois which has a Mortgage Rate in excess of 8.0% per annum has lender-imposed fees (or other charges) in excess of 3.0% of the original principal balance of the Loan;

(72) The Mortgagor has not made or caused to be made any payment in the nature of an “average” or “yield spread premium” to a mortgage broker or a like Person which has not been fully disclosed to the Mortgagor;

(73) With respect to each MERS Mortgage Loan, a mortgage identification number has been assigned by MERS and such mortgage identification number is accurately provided on the Mortgage Loan Schedule. The related Assignment to MERS has been duly and properly recorded, or has been delivered for recording to the applicable recording office;

(74) With respect to each MERS Mortgage Loan, Seller has not received any notice of liens or legal actions with respect to such Mortgage Loan and no such notices have been electronically posted by MERS;

(75) With respect to any Mortgage Loan originated on or after July 1, 2004, no Mortgagor agreed to submit to arbitration to resolve any dispute arising out of or relating in any way to the Mortgage Loan transaction;

(76) No Mortgage Loan secured by a Mortgaged Property located in the Commonwealth of Massachusetts was made to pay off or refinance an existing loan or other debt of the related borrower (as the term “borrower” is defined in the regulations promulgated by the Massachusetts Secretary of State in connection with Massachusetts House Xxxx 4880 (2004)) unless either (1) (a) the related Mortgage Rate (that would be effective once the introductory rate expires, with respect to Adjustable-Rate Mortgage Loans) did or would not exceed by more than 2.25% the yield on United States Treasury securities having comparable periods of maturity to the maturity of the related Mortgage Loan as of the fifteenth day of the month immediately preceding the month in which the application for the extension of credit was received by the related lender or (b) the Mortgage Loan is an “open-end home loan” (as such term is used in the Massachusetts House Xxxx 4880 (2004)) and the related Mortgage Note provides that the related Mortgage Rate may not exceed at any time the Prime rate index as published in The Wall Street Journal plus a margin of one percent, or (2) such Mortgage Loan is in the "borrower's interest," as documented by a "borrower's interest worksheet" for the particular Mortgage Loan, which worksheet incorporates the factors set forth in Massachusetts House Xxxx 4880 (2004) and the regulations promulgated thereunder for determining "borrower's interest," and otherwise complies in all material respects with the laws of the Commonwealth of Massachusetts;

(77) No Mortgage Loan is a “High Cost Home Loan” governed by the Indiana Home Loan Practices Act, Ind. Code Xxx. §§ 24-9-1-1 et seq;

(78) The sale or transfer of the Mortgage Loan by the Seller complies with all applicable federal, state, and local laws, rules, and regulations governing such sale or transfer, including, without limitation, the Fair and Accurate Credit Transactions Act (“FACT Act”) and the Fair Credit Reporting Act, each as may be amended from time to time, and the Seller has not received any actual or constructive notice of any identity theft, fraud, or other misrepresentation in connection with such Mortgage Loan or any party thereto;

(79) With respect to each Mortgage Loan that is secured in whole or in part by the interest of the mortgagor as a lessee under a ground lease of the related Mortgaged Property (a “Ground Lease”) and not by a fee interest in such Mortgaged Property:

1. The Mortgagor is the owner of a valid and subsisting interest as tenant under the Ground Lease;

2. The Ground Lease is in full force and effect, unmodified and not supplemented by any writing or otherwise;

3. The Mortgagor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder;

4. The lessor under the Ground Lease is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed;

5. The term of the Ground Lease exceeds the maturity date of the related Mortgage Loan by at least five years;

6. The Ground Lease or a memorandum thereof has been recorded and by its terms permits the leasehold estate to be mortgaged. The Ground Lease grants any leasehold mortgagee standard protection necessary to protect the security of a leasehold mortgagee;

7. The Ground Lease does not contain any default provisions that could give rise to forfeiture or termination of the Ground Lease except for the non-payment of the Ground Lease rents;

8. The execution, delivery and performance of the Mortgage do not require the consent (other than those consents which have been obtained and are in full force and effect) under, and will not contravene any provision of or cause a default under, the Ground Lease; and

9. The Ground Lease provides that the leasehold can be transferred, mortgaged and sublet an unlimited number of times either without restriction or on payment of a reasonable fee and delivery of reasonable documentation to the lessor.

(80) No Mortgage Loan secured by a Mortgage Property located in the State of Illinois is in violation of the provisions of the Illinois Interest Act, including Section 4.1a which provides that no such Mortgage Loan with a Mortgage Rate in excess of 8.0% per annum has lender-imposed fees (or other charges) in excess of 3.0% of the original principal balance of the Mortgage Loan;

(81) The original principal balance of each Mortgage Loan underlying the security is within Xxxxxx Mae and Xxxxxxx Mac’s dollar amount limits for conforming one-to-four family mortgage loans;

(82) No Mortgage Loan is a “High-Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C);

(83) No Balloon Loan has an original stated maturity of less than seven (7) years;

(84) The information set forth in the Prepayment Charge Schedule attached as Schedule 2 to the Pooling and Servicing Agreement (including the prepayment charge summary attached thereto) is complete, true and correct in all material respects at the date or dates respecting which such information is furnished and each Prepayment Charge is permissible and enforceable in accordance with its terms upon the full and voluntary prepayment by the Mortgagor under applicable law and complied in all material respects with applicable local, state and federal laws (except to the extent that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally or (ii) the collectability thereof may be limited due to acceleration in connection with a foreclosure or other involuntary payoff.

(b) The Seller hereby represents and warrants to the Purchaser, with respect to the Group I Mortgage Loans as of the Closing Date or as of such date specifically provided herein:

(1) The original principal balance of each Mortgage Loan underlying the security is within Xxxxxxx Mac’s dollar amount limits for conforming one-to-four-family mortgage loans.

SECTION 7.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty.

(a) The representations and warranties contained in Section 6 shall not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans or any failure on the part of the Purchaser to review or examine such documents and shall inure to the benefit of any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of the Certificateholders.

such missing documentation which was not transferred to the Purchaser as described above or materially defective documentation or any such breach of a representation and warranty (it being understood that with respect to the representations and warranties set forth in (42), (46), (52), (56), (59), (60) and (75) of Section 6(a) and (1) of Section 6(b) herein, a breach of any such representation or warranty shall in and of itself be deemed to materially adversely affect the interest therein of the Purchaser and the Purchaser’s assignee, transferee or designee), the Seller promptly shall deliver such missing document or cure such defect or breach in all material respects, or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan at a price equal to the Purchase Price or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. In the event that any Mortgage Loan is subject to a breach of the representation and warranty (84) in Section 6(a) resulting in the Servicer’s inability to collect all or part of the Prepayment Charge from the Mortgagor, in lieu of repurchase, the Seller shall be obligated to remit to the Servicer (for deposit in the Collection Account) any shortfall in the Prepayment Charge collected upon the Mortgagor’s voluntary Principal Prepayment.

Notwithstanding the foregoing, within ninety (90) days of the earlier of discovery by the Seller or receipt of notice by the Seller of the breach of the representation (84) of the Seller set forth in Section 6(a) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, the Seller shall pay the amount of the scheduled Prepayment Charge, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the Collection Account, net of any amount previously collected by the Servicer and paid by the Servicer, for the benefit of the Holders of the Class P Certificates, in respect of such Prepayment Charge.

The Seller shall amend the Closing Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement and the Pooling and Servicing Agreement and the addition, if any, of a Qualified Substitute Mortgage Loan. The Seller shall deliver to the Purchaser such amended Closing Schedule and shall deliver such other documents as are required by this Agreement or the Pooling and Servicing Agreement within five (5) days of any such amendment. Any repurchase pursuant to this Section 7(a) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price in accordance with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or substitution required by this Section shall be made in a manner consistent with Section 2.03 of the Pooling and Servicing Agreement.

In addition, upon discovery by the Seller, the Purchaser, or any assignee, transferee or designee of the Purchaser that any Mortgage Loan does not constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, the party discovering the breach shall give prompt written notice within five (5) Business Days to the others. Within ninety (90) days of its discovery or its receipt of notice, the Seller promptly shall either (i) repurchase the affected Mortgage Loan at the Purchase Price or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans.

(b) It is understood and agreed that the obligations of the Seller set forth in this Section 7 to cure, remit a Prepayment Charge shortfall, repurchase or substitute for a defective Mortgage Loan constitute the sole remedies of the Purchaser against the Seller respecting a missing or defective material document or a breach of the representations and warranties contained in Section 5 or Section 6.

SECTION 8. Closing; Payment for the Mortgage Loans. The closing of the purchase and sale of the Mortgage Loans shall be held at the New York City office of Xxxxxxx Xxxxxxxx & Wood LLP at 10:00 AM New York City time on the Closing Date.

The closing shall be subject to each of the following conditions:

(a)

All of the representations and warranties of the Seller under this Agreement shall be true and correct in all material respects as of the date as of which they are made and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement;

(b)

The Purchaser shall have received, or the attorneys of the Purchaser shall have received in escrow (to be released from escrow at the time of closing), all Closing Documents as specified in Section 9 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof;

(c)

The Seller shall have delivered or caused to be delivered and released to the Purchaser or to its designee, all documents (including without limitation, the Mortgage Loans) required to be so delivered by the Purchaser pursuant to Section 2.01 of the Pooling and Servicing Agreement; and

(d)

All other terms and conditions of this Agreement shall have been complied with.

Subject to the foregoing conditions, the Purchaser shall deliver or cause to be delivered to the Seller on the Closing Date, against delivery and release by the Seller to the Trustee of all documents required pursuant to the Pooling and Servicing Agreement, the consideration for the Mortgage Loans as specified in Section 3 of this Agreement, by delivery to the Seller of the purchase price.

SECTION 9. Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents:

(a)

Supplement, relating to the Mortgage Loans and the Seller, and the applicable loan portfolio, is true and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) if any of the Certificates are offered on the Closing Date pursuant to a private placement memorandum, the Seller shall deliver an Officer’s Certificate stating that the same information contained in such private placement memorandum is true and accurate in all material respects;

(b)

An officers’ certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser;

(c)

An opinion of counsel for the Seller, dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Underwriters;

(d)

Such opinions of counsel from the Purchaser’s or Seller’s counsel as the Rating Agencies may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely;

(e)

An Indemnification Agreement among the Servicer, the Depositor and the Seller;

(f)

A letter from KPMG, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement, under the captions “Summary of Prospectus Supplement”, “Risk Factors”, “The Mortgage Pool”, “Yield on the Certificates”, and “Description of the Certificates”,, and in Annex I to the Prospectus Supplement agrees with the records of the Seller;

(g)

The Seller shall deliver for inclusion in the Prospectus Supplement under the caption “The Mortgage Pool—Underwriting Standards of the Originator and Representations Concerning the Mortgage Loans” or for inclusion in other offering material such publicly available information regarding its financial condition, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; and

(h)

Such further information, certificates, opinions and documents as the Purchaser or the Underwriters may reasonably request.

SECTION 10. Costs. The Seller shall pay (or shall reimburse the Purchaser or any other Person to the extent that the Purchaser or such other Person shall pay) all costs and expenses incurred in connection with the transfer and delivery of the Mortgage Loans, including without limitation, assignment of mortgage recording costs and/or fees for title policy endorsements and continuations, the fees and expenses of the Seller’s in-house accountants and in-house attorneys, the costs and expenses incurred in connection with producing the Seller’s loan loss, foreclosure and delinquency experience, and the costs and expenses incurred in connection with obtaining the documents referred to in Sections 9(d) and 9(e) to the extent such costs and expenses were not previously paid by the Seller. The Seller shall pay (or shall reimburse the Purchaser or any other Person to the extent that the Purchaser or such other Person shall pay) the costs and expenses of printing (or otherwise reproducing) and delivering this Agreement, the Pooling and Servicing Agreement, the Certificates, the prospectus and the Prospectus Supplement relating to the Certificates and other related documents, the initial fees, costs and expenses of the Trustee relating to the issuance of the initial certification of the Trustee under Section 2.02 of the Pooling and Servicing Agreement, the fees and expenses of the Seller’s counsel in connection with the preparation of all documents relating to the securitization of the Mortgage Loans, the filing fee charged by the Securities and Exchange Commission for registration of the Certificates, the cost of outside special counsel that may be required for the Purchaser, the cost of obtaining the documents referred to in Section 9(g) and the fees charged by any rating agency to rate the Certificates. All other costs and expenses in connection with the transactions contemplated hereunder shall be borne by the party incurring such expense.

SECTION 11. Mandatory Delivery; Grant of Security Interest. The sale and delivery on the Closing Date of the Mortgage Loans described on the Mortgage Loan Schedule in accordance with the terms and conditions of this Agreement is mandatory. It is specifically understood and agreed that each Mortgage Loan is unique and identifiable on the date hereof and that an award of money damages would be insufficient to compensate the Purchaser for the losses and damages incurred by the Purchaser in the event of the Seller’s failure to deliver the Mortgage Loans on or before the Closing Date. The Seller hereby grants to the Purchaser a lien on and a continuing security interest in the Seller’s interest in each Mortgage Loan and each document and instrument evidencing each such Mortgage Loan to secure the performance by the Seller of its obligation hereunder, and the Seller agrees that it holds such Mortgage Loans in custody for the Purchaser, subject to the Purchaser’s (i) right, prior to the Closing Date, to reject any Mortgage Loan to the extent permitted by this Agreement, and (ii) obligation to deliver or cause to be delivered the consideration for the Mortgage Loans pursuant to Section 8 hereof. Any Mortgage Loans rejected by the Purchaser shall concurrently therewith be released from the security interest created hereby. The Seller agrees that, upon acceptance of the Mortgage Loans by the Purchaser or its designee and delivery of payment to the Seller, its security interest in the Mortgage Loans shall be released. All rights and remedies of the Purchaser under this Agreement are distinct from, and cumulative with, any other rights or remedies under this Agreement or afforded by law or equity and all such rights and remedies may be exercised concurrently, independently or successively.

immediately effect the redelivery of the Mortgage Loans, if delivery to the Purchaser has occurred and the security interest created by this Section 11 shall be deemed to have been released.

SECTION 12. Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered to or mailed by registered mail, postage prepaid, or transmitted by telex or telegraph and confirmed by a similar mailed writing, if to the Purchaser, addressed to the Purchaser at 0000 Xxxxxxxx Xxxxxx, Xxxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000, Facsimile: (000) 000-0000, Attention: General Counsel, or such other address as may hereafter be furnished to the Seller in writing by the Purchaser; if to the Seller, addressed to the Seller at 0000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000, Facsimile: (000) 000-0000, Attention: General Counsel, or to such other address as the Seller may designate in writing to the Purchaser.

SECTION 13. Severability of Provisions. Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof.

SECTION 14. Agreement of Parties. The Seller and the Purchaser agree to execute and deliver such instruments and take such actions as either of the other may, from time to time, reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement and the Pooling and Servicing Agreement.

SECTION 15. Survival. The Seller agrees that the representations, warranties and agreements made by it herein and in any certificate or other instrument delivered pursuant hereto shall be deemed to be relied upon by the Purchaser, notwithstanding any investigation heretofore or hereafter made by the Purchaser or on its behalf, and that the representations, warranties and agreements made by the Seller herein or in any such certificate or other instrument shall survive the delivery of and payment for the Mortgage Loans and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement, the Pooling and Servicing Agreement or the Trust Fund.

SECTION 16. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCPLES OF CONFLICTS OF LAW OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN.

SECTION 17. Miscellaneous. This Agreement may be executed in two or more counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one and the same instrument. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. This Agreement supersedes all prior agreements and understandings relating to the subject matter hereof. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. The NIMS Insurer, if any, shall be a third-party beneficiary hereof and may enforce the terms hereof as if a party hereto.

It is the express intent of the parties hereto that the conveyance of the Mortgage Loans by the Seller to the Purchaser as provided in Section 4 hereof be, and be construed as, a sale of the Mortgage Loans by the Seller to the Purchaser and not as a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the aforementioned intent of the parties, the Mortgage Loans are held to be property of the Seller, then, (a) it is the express intent of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller and (b) (1) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code; (2) the conveyance provided for in Section 4 hereof shall be deemed to be a grant by the Seller to the Purchaser of a security interest in all of the Seller’s right, title and interest in and to the Mortgage Loans and all amounts payable to the holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts, other than investment earnings, from time to time held or invested in the Collection Account whether in the form of cash, instruments, securities or other property; (3) the possession by the Purchaser or its agent of Mortgage Notes, the related Mortgages and such other items of property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession” for purposes of perfecting the security interest pursuant to the New York Uniform Commercial Code; and (4) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser pursuant to Section 4(d) hereof shall also be deemed to be an assignment of any security interest created hereby. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement.

IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to be signed by their respective officers thereunto duly authorized as of the date first above written.

WMC MORTGAGE CORP.

By: ___________________________________

Name:

Title:

GE MORTGAGE HOLDING, L.L.C.

By: ___________________________________

Name:

Title:

MORTGAGE LOAN PURCHASE AGREEMENT

This is a Mortgage Loan Purchase Agreement, dated September 28, 2005 (the “Agreement”), between GE Mortgage Holding, L.L.C., a Delaware limited liability company (the “Seller”), and GE-WMC Mortgage Securities, L.L.C., a Delaware limited liability company (the “Purchaser”).

Preliminary Statement

The Seller acquired the Mortgage Loans pursuant to the Mortgage Loan Purchase Agreement dated the date hereof (the “Seller Purchase Agreement”) between WMC Mortgage Corp. (“WMC”) as seller and GE Mortgage Holding, L.L.C. as purchaser. The Seller intends to sell the Mortgage Loans (as hereinafter defined) and its rights under this Agreement to the Purchaser on the terms and subject to the conditions set forth in this Agreement. The Purchaser intends to deposit the Mortgage Loans into a mortgage pool constituting the Trust Fund. The Trust Fund will be evidenced by a single series of asset-backed pass-through certificates designated as Series 2005-1 (the “Certificates”). The Certificates will consist of nineteen classes of certificates.

The Certificates will be issued pursuant to a Pooling and Servicing Agreement relating to the Series 2005-1 Certificates, dated as of September 1, 2005 (the “Pooling and Servicing Agreement”), among the Purchaser, as depositor, Xxxxxx Loan Servicing LP as servicer (the “Servicer”) and the Bank of New York as trustee (in such capacity, the “Trustee”). Pursuant to the Pooling and Servicing Agreement, the Purchaser will assign all of its right, title and interest in and to the Mortgage Loans, together with its rights under this Agreement, to the Trustee for the benefit of the Certificateholders. Capitalized terms used but not defined herein shall have the meanings set forth in the Pooling and Servicing Agreement.

The parties hereto agree as follows:

SECTION 1. Agreement to Purchase. The Seller hereby sells, and the Purchaser hereby purchases, on the date hereof, those certain adjustable-rate and fixed-rate non-prime, one- to four-family, first-lien and second-lien residential mortgage loans set forth on the Closing Schedule (as defined in the Seller Purchase Agreement) (the “Mortgage Loans”), having an aggregate principal balance as of the close of business on September 1, 2005 (the “Cut-off Date”) of $1,028,089,785 after giving effect to all payments due on the Mortgage Loans on or before the Cut-off Date (the “Closing Balance”), whether or not received, including the right to any Prepayment Charges collected after the Cut-off Date from the Mortgagors in connection with any Principal Prepayments on the Mortgage Loans on or before the Cut-off Date. Any payments (including Prepayment Charges) collected on or before the Cut-off Date, including all scheduled payments of principal and interest due on or before the Cut-off Date and collected after the Cut-off Date, shall belong to the Seller. In addition to the sale of the Mortgage Loans, the Seller will direct the Trustee to enter into an Interest Rate Swap Agreement and a Swap Administration Agreement on behalf of the Trust.

SECTION 2.

Reserved.

SECTION 3. Consideration. In consideration for the Mortgage Loans that will be purchased hereunder, the Purchaser shall, as described in Section 8, pay to or upon the order of the Seller in immediately available funds an amount ( the “Seller Sale Price”) equal to the sum of (i) the net sale proceeds of the Offered Certificates and (ii) the Class C, Class P, Class R and Class R-X Certificates.

SECTION 4.

Transfer of the Mortgage Loans.

(i) the original Mortgage Note, with all riders, endorsed in blank, without recourse, or in the following form: “Pay to the order of The Bank of New York, as Trustee under the applicable agreement, without recourse,” with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee, or with respect to any lost Mortgage Note, an original Lost Note Affidavit; provided, however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 2% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date;

(iii) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, an original Assignment assigned in blank, without recourse;

(v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and

If any document referred to in Section 4(b)(ii), 4(b)(iii) or 4(b)(iv) above has, as of the Closing Date, been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Seller to deliver such documents shall be deemed to have been satisfied upon (1) delivery by or on behalf of the Seller promptly upon receipt thereof to the Purchaser or any assignee, transferee or designee of the Purchaser of either the original or a copy of 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 recorded original thereof and (2) if such delivered copy is certified by the Seller or the Originator then in addition thereto deliver 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. In the event that the original lender’s title insurance policy was not delivered pursuant to 4(b)(vi) above, the Seller shall deliver to the Purchaser or any assignee, transferee or designee of the Purchaser promptly after receipt thereof, the original lender’s title insurance policy. The Seller shall deliver or cause to be delivered to the Purchaser or any assignee, transferee or designee of the Purchaser, promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan.

The Seller shall promptly (and in no event later than thirty (30) Business Days, subject to extension upon mutual agreement between the Seller and the Trustee, following the later of (i) the Closing Date, (ii) the date on which the Seller receives the Assignment from the Purchaser or the Trustee and (iii) the date of receipt by the Seller of the recording information for a Mortgage) submit or cause to be submitted for recording, at no expense to the Purchaser, the Trust Fund, the Servicer or the Trustee, in the appropriate public office for real property records, each Assignment referred to in (iii) and (iv) above and shall execute each original Assignment referred to in (iii) in the following form: “The Bank of New York, as Trustee under the applicable agreement”. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Seller shall promptly prepare or cause to be prepared a substitute Assignment or cure or cause to be cured such defect, as the case may be, and thereafter cause each such Assignment to be duly recorded.

Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided further, however, each Assignment shall be submitted for recording by the Seller (at the direction of the Servicer) in the manner described above, at no expense to the Purchaser, the Trust Fund, the Servicer or the Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights or the NIMS Insurer, if any, (ii) [reserved], (iii) the occurrence of the bankruptcy or insolvency of the Originator, (iv) the occurrence of a servicing transfer as described in Section 7.02 of the Pooling and Servicing Agreement, (v) with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage and (vi) with respect to any Assignments, the payment in full of the related Mortgage Note.

(d)

Reserved.

(e) Transfer of Interest in Agreements. The Purchaser has the right to assign its interest under this Agreement, in whole or in part, to the Trustee, as may be required to effect the purposes of the Pooling and Servicing Agreement, without the consent of the Seller, and the assignee shall succeed to the rights and obligations hereunder of the Purchaser. Any expense reasonably incurred by or on behalf of the Purchaser or the Trustee in connection with

enforcing any obligations of the Seller under this Agreement shall be promptly reimbursed by the Seller.

(f) Examination of Mortgage Files. Prior to the Closing Date, the Seller shall either (i) deliver in escrow to the Purchaser or to any assignee, transferee or designee of the Purchaser, for examination, the Mortgage File pertaining to each Mortgage Loan or (ii) make such Mortgage Files available to the Purchaser or to any assignee, transferee or designee of the Purchaser for examination at the Custodian’s offices in New York, New York. Such examination may be made by the Purchaser and its respective designees, upon reasonable notice to the Seller and the Trustee during normal business hours before the Closing Date and within sixty (60) days after the Closing Date. If any such person makes such examination prior to the Closing Date and identifies any Mortgage Loans that do not conform to the requirements of the Purchaser as described in this Agreement, such Mortgage Loans shall be deleted from the Closing Schedule. The Purchaser may, at its option and without notice to the Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that the Purchaser or any person has conducted or has failed to conduct any partial or complete examination of the Mortgage Files shall not affect the rights of the Purchaser or any assignee, transferee or designee of the Purchaser to demand repurchase or other relief as provided herein or under the Pooling and Servicing Agreement.

SECTION 5.

Representations, Warranties and Covenants of the Seller.

The Seller hereby represents and warrants to the Purchaser with respect to the Mortgage Loans, as of the date hereof and as of the Closing Date, and covenants that:

(i) The Seller is a limited liability company duly organized and validly existing under the laws of Delaware. The Seller has all licenses necessary to carry out its business as now being conducted, and is licensed and qualified to transact business in and is in good standing under the laws of each state in which any Mortgaged Property is located or is otherwise exempt under applicable law from such licensing or qualification or is otherwise not required under applicable law to effect such licensing or qualification and no demand for such licensing or qualification has been made upon the Seller by any such state, and in any event the Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loan and the interim servicing of the Mortgage Loans in accordance with the terms of this Agreement. No proceedings are pending which would likely result in the suspension or revocation of any licenses or approvals currently held by the Seller;

(ii) The Seller has the full power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in

accordance with its terms except as the enforceability thereof may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law;

(iii) The execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller’s organizational documents or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets;

(iv) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder;

(v)

Reserved;

(vi) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;

(vii) The Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents required to be delivered with respect to each Mortgage Loan pursuant to this Agreement, have been delivered to the Custodian all in compliance with the specific requirements of this Agreement;

(viii) Immediately prior to the payment of the Seller Sale Price for each Mortgage Loan, the Seller was the owner of the related Mortgage and the indebtedness evidenced by the related Mortgage Note and upon the payment of the Seller Sale Price by the Purchaser, in the event that the Seller retains record title, the Seller shall retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser as the owner thereof and only for the purpose of servicing and supervising the servicing of each Mortgage Loan;

(ix) There are no actions or proceedings against, or investigations of, the Seller before any court, administrative agency or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the

performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement;

(x) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date;

(xi) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions;

(xii) The transfer of the Mortgage Loans shall be treated as a sale on the books and records of the Seller, and the Seller has determined that, and will treat, the disposition of the Mortgage Loans pursuant to this Agreement for tax and accounting purposes as a sale. The Seller shall maintain a complete set of books and records for each Mortgage Loan which shall be clearly marked to reflect the ownership of each Mortgage Loan by the Purchaser;

(xiii) The consideration received by the Seller upon the sale of the Mortgage Loans constitutes fair consideration and reasonably equivalent value for such Mortgage Loans;

(xiv) The Seller is solvent and will not be rendered insolvent by the consummation of the transactions contemplated hereby. The Seller is not transferring any Mortgage Loan with any intent to hinder, delay or defraud any of its creditors;

(xv)

Reserved;

(xvi) Neither this Agreement nor any written statement, report or other document prepared and furnished or to be prepared and furnished by the Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading.

SECTION 6.

Representations and Warranties of the Seller Relating to the Mortgage Loans.

The Seller hereby assigns all of its rights under the Seller Purchase Agreement including the representations and warranties with respect to the Mortgage Loans and the repurchase obligations of WMC contained therein.

SECTION 7.

Repurchase Obligation for Defective Documentation and for Breach of Representation and Warranty.

(a) The representations and warranties contained in the Seller Purchase Agreement shall not be impaired by any review and examination of loan files or other documents evidencing or relating to the Mortgage Loans or any failure on the part of the Purchaser to review or examine such documents and shall inure to the benefit of any assignee, transferee or designee of the Purchaser, including the Trustee for the benefit of the Certificateholders.

Upon discovery by the Seller, the Purchaser or any assignee, transferee or designee of the Purchaser of any materially defective document in, or that any material document was not transferred by the Seller (as listed on the Trustee’s Initial Certification or the Custodian’s Initial Certification, as applicable) as part of, any Mortgage File or of a breach of any of the representations and warranties contained in Sections 5 and 6 or the Seller Purchase Agreement that materially and adversely affects the value of any Mortgage Loan or the interest therein of the Purchaser or the Purchaser’s assignee, transferee or designee (it being understood that with respect to the representations and warranties set forth in (42), (46), (52), (56), (59), (60) and (75) of Section 6(a) and (1) of Section 6(b) of the Seller Purchase Agreement, a breach of any such representation or warranty shall in and of itself be deemed to materially adversely affect the interest therein of the Purchaser and the Purchaser’s assignee, transferee or designee), the party discovering the breach shall give prompt written notice to the other. Within ninety (90) days of its discovery or its receipt of notice of any such missing documentation which was not transferred to the Purchaser as described above or materially defective documentation or any such breach of a representation and warranty (it being understood that with respect to the representations and warranties set forth in (42), (46), (52), (56), (59), (60) and (75) of Section 6(a) and (1) of Section 6(b) of the Seller Purchase Agreement, a breach of any such representation or warranty shall in and of itself be deemed to materially adversely affect the interest therein of the Purchaser and the Purchaser’s assignee, transferee or designee), the Seller promptly shall deliver such missing document or cure such defect or breach in all material respects, or in the event the Seller cannot deliver such missing document or such defect or breach cannot be cured, the Seller shall, within ninety (90) days of its discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan at a price equal to the Purchase Price or (ii) pursuant to the provisions of the Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans. In the event that any Mortgage Loan is subject to a breach of the representation and warranty (84) in Section 6(a) of the Seller Purchase Agreement resulting in the Servicer’s inability to collect all or part of the Prepayment Charge from the Mortgagor, in lieu of repurchase, the Seller shall be obligated to remit to the Servicer (for deposit in the Collection Account) any shortfall in the Prepayment Charge collected upon the Mortgagor’s voluntary Principal Prepayment.

Notwithstanding the foregoing, within ninety (90) days of the earlier of discovery by the Seller or receipt of notice by the Seller of the breach of the representation (84) of the Seller set forth in Section 6(a) of the Seller Purchase Agreement which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, the Seller shall pay the amount of the scheduled Prepayment Charge, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the Collection Account, net of any amount previously collected by the Servicer and paid by the Servicer, for the benefit of the Holders of the Class P Certificates, in respect of such Prepayment Charge.

SECTION 8. Closing; Payment for the Mortgage Loans. The closing of the purchase and sale of the Mortgage Loans shall be held at the New York City office of Xxxxxxx Xxxxxxxx & Xxxx LLP at 10:00 AM New York City time on the Closing Date.

The closing shall be subject to each of the following conditions:

(a)

(b)

(c)

(d)

All other terms and conditions of this Agreement shall have been complied with.

SECTION 9. Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents:

(a)

An officers’ certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, and attached thereto copies of the certificate of formation, limited liability agreement and certificate of good standing of the Seller under the laws of Delaware and stating that the information contained in the Prospectus Supplement, relating to the Mortgage Loans and the Seller, and the applicable loan portfolio, is true and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) if any of the Certificates are offered on the Closing Date pursuant to a private placement memorandum, the Seller shall deliver an Officer’s Certificate stating that the same information contained in such private placement memorandum is true and accurate in all material respects;

(b)

(c)

An opinion of counsel to the Seller, dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Underwriters;

(d)

Such opinions of counsel from the Purchaser’s or Seller’s counsel as the Rating Agencies may request in connection with the sale of the Mortgage Loans by WMC to the Seller and by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely;

(e)

The Seller shall deliver or cause to be delivered for inclusion in the Prospectus Supplement under the caption “Pooling and Servicing Agreement—The Mortgage Loan Seller” or for inclusion in other offering material such publicly available information regarding WMC’s financial condition, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; and

(f)

Such further information, certificates, opinions and documents as the Purchaser or the Underwriters may reasonably request.

Notwithstanding the foregoing, if on the Closing Date, each of the conditions set forth in Section 8 hereof shall have been satisfied and the Purchaser shall not have paid or caused to be paid the purchase price, or any such condition shall not have been waived or satisfied and the Purchaser determines not to pay or cause to be paid the purchase price, the Purchaser shall immediately effect the redelivery of the Mortgage Loans, if delivery to the Purchaser has occurred and the security interest created by this Section 11 shall be deemed to have been released.

SECTION 12. Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered to or mailed by registered mail, postage prepaid, or transmitted by telex or telegraph and confirmed by a similar mailed writing, if to the Purchaser, addressed to the Purchaser at 0000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000, Facsimile: (000) 000-0000, Attention: General Counsel, or such other address as may hereafter be furnished to the Seller in writing by the Purchaser; if to the Seller, addressed to the Seller at 0000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000, Facsimile: (000) 000-0000, Attention: General Counsel, or to such other address as the Seller may designate in writing to the Purchaser.

without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof.

SECTION 15. Survival. The Seller agrees that the representations, warranties and agreements made by it herein, the Seller Purchase Agreement and in any certificate or other instrument delivered pursuant hereto shall be deemed to be relied upon by the Purchaser, notwithstanding any investigation heretofore or hereafter made by the Purchaser or on its behalf, and that the representations, warranties and agreements made by the Seller herein or in any such certificate or other instrument shall survive the delivery of and payment for the Mortgage Loans and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement, the Pooling and Servicing Agreement or the Trust Fund.

in the event that, notwithstanding the aforementioned intent of the parties, the Mortgage Loans are held to be property of the Seller, then, (a) it is the express intent of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller and (b) (1) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code; (2) the conveyance provided for in Section 4 hereof shall be deemed to be a grant by the Seller to the Purchaser of a security interest in all of the Seller’s right, title and interest in and to the Mortgage Loans and all amounts payable to the holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts, other than investment earnings, from time to time held or invested in the Collection Account whether in the form of cash, instruments, securities or other property; (3) the possession by the Purchaser or its agent of Mortgage Notes, the related Mortgages and such other items of property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession” for purposes of perfecting the security interest pursuant to the New York Uniform Commercial Code; and (4) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser pursuant to Section 4(d) hereof shall also be deemed to be an assignment of any security interest created hereby. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement.

IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to be signed by their respective officers thereunto duly authorized as of the date first above written.

GE MORTGAGE HOLDING, L.L.C.

By: ___________________________________

Name:

Title:

GE-WMC MORTGAGE SECURITIES, L.L.C.

By: ___________________________________

Name:

Title:

EXHIBIT E

REQUEST FOR RELEASE OF DOCUMENTS

To:	The Bank of New York,

Re:	Pooling and Servicing Agreement dated as of September 1, 2005 among GE-WMC Mortgage Securities, L.L.C., as depositor, Xxxxxx Loan Servicing LP, as servicer, and The Bank of New York, as trustee and supplemental interest trustee

In connection with the administration of the Mortgage Loans held by you as Trustee pursuant to the above-captioned Pooling and Servicing Agreement, we request the release, and hereby acknowledge receipt, of the Trustee’s Mortgage File 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:__________________

Address to which Trustee should deliver

the Trustee’s Mortgage File:

____________________________________

By: ____________________________

(authorized signer)

Issuer: __________________________

Address: ________________________

Date: ___________________________

Trustee

The Bank of New York

Please acknowledge the execution of the above request by your signature and date below:

__________________________	____________________________
Signature	Date

Documents returned to Trustee:

__________________________		____________________________
Trustee	Date

EXHIBIT F-1

FORM OF TRANSFEROR REPRESENTATION LETTER

[DATED]

The Bank of New York

Re:	GE-WMC Mortgage Securities, L.L.C., Asset-Backed Pass-Through Certificates, Series 2005-1, [C], [P], [R], [R-X] representing a % Percentage Interest] [with an aggregate Certificate Principal Balance of _____] [with a Notional Amount of [__]

Ladies and Gentlemen:

In connection with the transfer by _____________ (the “Transferor”) to ________________ (the “Transferee”) of the above-captioned asset-backed pass-through certificates (the “Certificates”), the Transferor hereby certifies as follows:

Neither the Transferor nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, (e) has taken any other action, that (in the case of each of subclauses (a) through (e) above) would constitute a distribution of the Certificates under the Securities Act of 1933, as amended (the “1933 Act”), or would render the disposition of any Certificate a violation of Section 5 of the 1933 Act or any state securities law or would require registration or qualification pursuant thereto. The Transferor will not act, nor has it authorized or will it authorize any person to act, in any manner set forth in the foregoing sentence with respect to any Certificate. The Transferor will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of that certain Servicing Agreement, dated as of September 1, 2005, among GE-WMC Mortgage Securities, L.L.C. as Depositor, Xxxxxx Loan Servicing LP as Servicer, and The Bank of New York as Trustee and Supplemental Interest Trustee (the “Pooling and Servicing Agreement”), pursuant to which Pooling and Servicing Agreement the Certificates were issued.

Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

Very truly yours,

[Transferor]

By:_______________________________________

Name:

Title:

FORM OF TRANSFEREE REPRESENTATION LETTER

[Date]

The Bank of New York

Re:	GE-WMC Mortgage Securities, L.L.C., Asset-Backed Pass-Through Certificates, Series 2005-1 Class [C] [P] [R], [R-X] [representing a ___ % Percentage Interest] [with an aggregate Certificate Principal Balance of [__] [with a Notional Amount of [__]

Ladies and Gentlemen:

In connection with the purchase from ______________ (the “Transferor”) on the date hereof of the captioned trust certificates (the “Certificates”), _______________ (the “Transferee”) hereby certifies as follows:

1. The Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “1933 Act”) and has completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. The Transferee is aware that the sale to it is being made in reliance on Rule 144A. The Transferee is acquiring the Certificates for its own account or for the account of a qualified institutional buyer, and understands that such Certificate may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the 1933 Act.

2. The Transferee has been furnished with all information regarding (a) the Certificates and distributions thereon, (b) the nature, performance and servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement referred to below and (d) any credit enhancement mechanism associated with the Certificates, that it has requested.

All capitalized terms used but not otherwise defined herein have the respective meanings assigned thereto in the Pooling and Servicing Agreement, dated as of September 1, 2005, among GE-WMC Mortgage Securities, L.L.C. as Depositor, Xxxxxx Loan Servicing LP as Servicer, and The Bank of New York as Trustee and Supplemental Interest Trustee, pursuant to which the Certificates were issued.

[TRANSFEREE]

By: ______________________________

Name:

Title:

ANNEX 1 TO EXHIBIT F-1

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees Other Than Registered Investment Companies]

The undersigned hereby certifies as follows to _____________ (the “Transferor”) and The Bank of New York as Trustee, with respect to the Asset-Backed Pass-Through certificates (the “Certificates”) described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:

1. As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the entity purchasing the Certificates (the “Transferee”).

2. In connection with purchases by the Transferee, the Transferee 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 Transferee owned and/or invested on a discretionary basis $______________________ in securities (except for the excluded securities referred to below) as of the end of the Transferee’s most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the category marked below.

___	Corporation, Etc. The Transferee is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
___	Bank. The Transferee (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 Transferee (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 1Transferee must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Transferee is a dealer, and, in that case, Transferee must own and/or invest on a discretionary basis at least $10,000,000 in securities.

$25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.

___	Broker-Dealer. The Transferee is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.
___	Insurance Company. The Transferee 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 Transferee 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 Transferee is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974.
___	Investment Advisor. The Transferee is an investment advisor registered under the Investment Advisers Act of 1940, as amended.

3. The term “Securities” as used herein does not include (i) securities of issuers that are affiliated with the Transferee, (ii) securities that are part of an unsold allotment to or subscription by the Transferee, if the Transferee is a dealer, (iii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iv) bank deposit notes and certificates of deposit, (v) loan participations, (vi) repurchase agreements, (vii) securities owned but subject to a repurchase agreement and (viii) currency, interest rate and commodity swaps.

4. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee used the cost of such securities to the Transferee and did not include any of the securities referred to in the preceding paragraph. Further, in determining such aggregate amount, the Transferee may have included securities owned by subsidiaries of the Transferee, but only if such subsidiaries are consolidated with the Transferee in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Transferee’s direction. However, such securities were not included if the Transferee is a majority-owned, consolidated subsidiary of another enterprise and the Transferee is not itself a reporting company under the Securities Exchange Act of 1934, as amended.

5. The Transferee acknowledges that it is familiar with Rule 144A and understands that the Transferor and other parties related to the Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Transferee may be in reliance on Rule 144A.

_____		_____	Will the Transferee be purchasing the Certificates
Yes	No		only for the Transferee’s own account?

6. If the answer to the foregoing question is “no”, the Transferee agrees that, in connection with any purchase of securities sold to the Transferee for the account of a third party (including any separate account) in reliance on Rule 144A, the Transferee will only purchase for the account of a third party that at the time is a “qualified institutional buyer” within the meaning of Rule 144A. In addition, the Transferee agrees that the Transferee will not purchase securities for a third party unless the Transferee has obtained a current representation letter from such third party or taken other appropriate steps contemplated by Rule 144A to conclude that such third party independently meets the definition of “qualified institutional buyer” set forth in Rule 144A.

7. The Transferee 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 Transferee’s purchase of the Certificates will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Transferee is a bank or savings and loan as provided above, the Transferee agrees that it will furnish to such parties updated annual financial statements promptly after they become available.

Dated:

Print Name of Transferee

By:______________________________

Name:

Title:

ANNEX 2 TO EXHIBIT F-1

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees That Are Registered Investment Companies]

The undersigned hereby certifies as follows to ______________________ (the “Transferor”) and The Bank of New York, as Trustee, with respect to the asset-backed pass-through certificates (the “Certificates”) described in the Transferee Certificate to which this certification relates and to which this certification is an Annex:

1. As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the entity purchasing the Certificates (the “Transferee”) or, if the Transferee is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because the Transferee is part of a Family of Investment Companies (as defined below), is such an officer of the investment adviser (the “Adviser”).

2. In connection with purchases by the Transferee, the Transferee is a “qualified institutional buyer” as defined in Rule 144A because (i) the Transferee is an investment company registered under the Investment Company Act of 1940, as amended, and (ii) as marked below, the Transferee alone, or the Transferee’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 Transferee’s most recent fiscal year. For purposes of determining the amount of securities owned by the Transferee or the Transferee’s Family of Investment Companies, the cost of such securities was used.

____	The Transferee owned $_____________________ in securities (other than the excluded securities referred to below) as of the end of the Transferee’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).
____	The Transferee 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 Transferee’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 Transferee or are part of the Transferee’s Family of Investment Companies, (ii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.

5. The Transferee is familiar with Rule 144A and understands that the parties to which this certification is being made are relying and will continue to rely on the statements made herein because one or more sales to the Transferee will be in reliance on Rule 144A. In addition, the Transferee will only purchase for the Transferee’s own account.

6. The undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice, the Transferee’s purchase of the Certificates will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.

Dated:

Print Name of Transferee or Advisor

By: _______________________________

Name:

Title:

IF AN ADVISER:

__________________________________

Print Name of Transferee

FORM OF TRANSFEREE REPRESENTATION LETTER

The undersigned hereby certifies on behalf of the purchaser named below (the “Purchaser”) as follows:

1.	I am an executive officer of the Purchaser.

2. The Purchaser is a “qualified institutional buyer”, as defined in Rule 144A, (“Rule 144A”) under the Securities Act of 1933, as amended.

3. As of the date specified below (which is not earlier than the last day of the Purchaser’s most recent fiscal year), the amount of “securities”, computed for purposes of Rule 144A, owned and invested on a discretionary basis by the Purchaser was in excess of $100,000,000.

Name of Purchaser		____________________________________________________________
By:	(Signature)	____________________________________________________________
Name of Signatory		____________________________________________________________
Title	________________________________________________________________________
Date of this certificate		____________________________________________________________
Date of information provided in paragraph 3			__________________________________________

EXHIBIT F-2

FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

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 Residual Certificates (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement dated as of September 1, 2005 (the “Agreement”), among GE-WMC Mortgage Securities, L.L.C., as depositor (the “Depositor”), Xxxxxx Loan Servicing LP, as servicer (the “Servicer”) and The Bank of New York as trustee (in such capacity, the “Trustee”) and supplemental interest trustee (in such capacity, the “Supplemental Interest 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 for the benefit of the Depositor and the Trustee.

2. The Transferee is, as of the date hereof, and will be, as of the date of the Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership Interest in the Certificates for its own account.

3. The Transferee has been advised of, and understands that (i) a tax will be imposed on Transfers of the Certificates to Persons that are not Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if such Transfer is through an agent (which includes a broker, nominee or middleman) for a Person that is not a Permitted Transferee, on the agent; and (iii) the Person otherwise liable for the tax shall be relieved of liability for the tax if the subsequent Transferee furnished to such Person an affidavit that such subsequent Transferee is a Permitted Transferee and, at the time of Transfer, such Person does not have actual knowledge that the affidavit is false.

4. The Transferee has been advised of, and understands that a tax will be imposed on a “pass-through entity” holding any of the Certificates if at any time during the taxable year of the pass-through entity a Person that is not a Permitted Transferee is the record holder of an interest in such entity. The Transferee understands that such tax will not be imposed for any period with respect to which the record holder furnishes to the pass-through entity an affidavit that such record holder is a Permitted Transferee and the pass-through entity does not have actual knowledge that such affidavit is false. (For this purpose, a “pass-through entity” includes a regulated investment company, a real estate investment trust or common trust fund, a partnership, trust or estate, and certain cooperatives and, except as may be provided in Treasury regulations, persons holding interests in pass-through entities as a nominee for another Person.)

5. The Transferee has reviewed the provisions of Section 5.02(d) of the Agreement and understands the legal consequences of the acquisition of an Ownership Interest in the Certificates 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 Certificates. 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 any of the Certificates, 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 and Certificate Registrar a certificate substantially in the form set forth as Exhibit F-2 to the Agreement (a “Transferor Certificate”) to the effect that such Transferee has no actual knowledge that the Person to which the Transfer is to be made is not a Permitted Transferee.

7. The Transferee has historically paid its debts as they have come due, intends to pay its debts as they come due in the future, and understands that the taxes payable with respect to the Certificates may exceed the cash flow with respect thereto in some or all periods and intends to pay such taxes as they become due. The Transferee does not have the intention to impede the assessment or collection of any tax legally required to be paid with respect to the Certificates.

8.	The Transferee’s taxpayer identification number is ___________.
9.	The Transferee is a U.S. Person as defined in Code Section 7701(a)(30).

10. The Transferee is aware that the Certificates may be “noneconomic residual interests” within the meaning of Treasury regulations promulgated pursuant to the Code and that the transferor of a noneconomic residual interest will remain liable for any taxes due with respect to the income on such residual interest, unless no significant purpose of the transfer was to impede the assessment or collection of tax.

11. The Transferee will not cause income from the Certificates to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the Transferee or any other U.S. person.

12.	Check one of the following:

[_] The present value of the anticipated tax liabilities associated with holding the Certificates, as applicable, does not exceed the sum of:

(i)	the present value of any consideration given to the Transferee to acquire such Certificates;

(ii)	the present value of the expected future distributions on such Certificates; and
(iii)	the present value of the anticipated tax savings associated with holding such Certificates as the related REMIC generates losses.

For purposes of this calculation, (i) the Transferee is assumed to pay tax at the highest rate currently specified in Section 11(b) of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b) of the Code if the Transferee has been subject to the alternative minimum tax under Section 55 of the Code in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the month of the transfer and the compounding period used by the Transferee.

[_] The transfer of the Certificates complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

(i)	the Transferee is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income from the Certificates 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 Certificates only to another “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations; and
(iv)	the Transferee determined the consideration paid to it to acquire the Certificates based on reasonable market assumptions (including, but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates and other factors specific to the Transferee) that it has determined in good faith.

[_] None of the above.

13. The Transferee is not an employee benefit plan that is subject to Title I of ERISA or a plan that is subject to Section 4975 of the Code or a plan subject to any Federal, state or local law that is substantially similar to Title I of ERISA or Section 4975 of the Code, and the Transferee is not acting on behalf of or investing plan assets of such a plan.

IN WITNESS WHEREOF, the Transferee has caused this instrument to be executed on its behalf, pursuant to authority of its Board of Directors, by its duly authorized officer and its corporate seal to be hereunto affixed, duly attested, this day of , 20 .

[OWNER]

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__

FORM OF TRANSFEROR AFFIDAVIT

STATE OF NEW YORK	)
	)	ss.:
COUNTY OF NEW YORK	)

________________________________________________, being duly sworn, deposes, represents and warrants _____________________________ as follows:

1. I am a _______________________ of (the “Owner”), a limited liability company duly organized and existing under the laws of ______________, on behalf of whom I make this affidavit.

2. The Owner is not transferring the Class [R] [R-X] Certificates (collectively, the “Residual Certificates”) to impede the assessment or collection of any tax.

3. The Owner has no actual knowledge that the Person that is the proposed transferee (the “Purchaser”) of the Residual Certificates: (i) has insufficient assets to pay any taxes owed by such proposed transferee as holder of the Residual Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding for so long as the Residual Certificates remain outstanding and (iii) is not a Permitted Transferee.

4. The Owner understands that the Purchaser has delivered to the Certificate Registrar a transfer affidavit and agreement in the form attached to the Pooling and Servicing Agreement as Exhibit F-2. The Owner does not know or believe that any representation contained therein is false.

5. At the time of transfer, the Owner has conducted a reasonable investigation of the financial condition of the Purchaser as contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Owner has determined that the Purchaser has historically paid its debts as they became due and has found no significant evidence to indicate that the Purchaser will not continue to pay its debts as they become due in the future. The Owner understands that the transfer of a Residual Certificate may not be respected for U.S. federal income tax purposes (and the Owner may continue to be liable for U.S. federal income taxes associated therewith) unless the Owner has conducted such an investigation.

6. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement.

IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on its behalf, pursuant to the authority of its Board of Directors, by its [Vice] President, attested by its [Assistant] Secretary, this ____ day of ___________, 200__.

[OWNER]

By:	______________________________

Name:

Title:

[Vice] President

ATTEST:

By:	______________________________

Name:

Title:

[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 a [Vice] President of the Owner, and acknowledged to me that [he/she] executed the same as [his/her] free act and deed and the free act and deed of the Owner.

Subscribed and sworn before me this ____ day of __________, 200__.

______________________________

Notary Public

County of _____________________

State of _______________________

My Commission expires:

EXHIBIT G

FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

_____________, 200__

GE-WMC Mortgage Securities, L.L.C.
0000 Xxxxxxxx Xxxxxx, Xxxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000

The Bank of New York
000 Xxxxxxx Xxxxxx

Xxxxx 0 Xxxx

Xxx Xxxx, Xxx Xxxx 10286

Xxxxxx Loan Servicing LP

0000 Xxxx Xxxxxxx Xxxxx

Xxxxxxx, Xxxxx 00000

Re:

GE-WMC Mortgage Securities, L.L.C., Asset-Backed Pass-Through Certificates, Series 2005-1, Class A [__], M [_ ], C, P, R and [R-X]

Dear Ladies and Gentlemen:

____________________________________ (the “Transferee”) intends to acquire from ________________________ (the “Transferor”) [$____________ Initial Certificate Principal Balance] [$____________ initial Notional Amount] [_____% Percentage Interest] of GE-WMC Mortgage Securities, L.L.C., Asset-Backed Pass-Through Certificates, Series 2005-1, Class ___ (the “Certificates”), issued pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”) dated as of September 1, 2005 among GE-WMC Mortgage Securities, L.L.C. as depositor (the “Depositor”), Xxxxxx Loan Servicing LP as servicer (the “Servicer”) and The Bank of New York as trustee and supplemental interest trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to, and covenants with the Depositor, the Trustee and the Servicer that the following statements in either (1) or (2) are accurate:

The Certificates either (A) (i) are not being acquired by, and will not be transferred to, any employee benefit plan within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or other retirement arrangement, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being acquired with “plan assets” of a Plan within the meaning of the Department of Labor (“DOL”) regulation, 29 C.F.R. ss. 2510.3-101, and (iii) will not be transferred to any entity that is deemed to be investing in plan assets within the meaning of the DOL regulation at 29 C.F.R.ss.2510.3-101 or (B) the transferor has provided the opinion of counsel required by section 5.02(d) of the Pooling and Servicing Agreement.

Very truly yours,

By: ______________________________

Name:

Title:

EXHIBIT H

FORM OF INTEREST RATE SWAP AGREEMENT

(Multicurrency – Cross Border)

ISDA_®

International Swap Dealers Association, Inc.

MASTER AGREEMENT

dated as of September 28, 2005

BEAR XXXXXXX FINANCIAL PRODUCTS INC.

and

THE BANK OF NEW YORK,

not individually, but solely as Trustee on behalf of the Supplemental Interest Trust created pursuant to the Pooling and Servicing Agreement for GE-WMC Asset-Backed Pass-Through Certificates, Series 2005-1

have entered and/or anticipate entering into one of more transactions (each a "Transaction") that are or will be governed by this Master Agreement, which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Confirmation") exchanged between the parties confirming those Transactions.

Accordingly, the parties agree as follows: —

1.	Interpretation

(a)	Definitions. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement.

(b)

Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction.

(c)	Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this "Agreement"), and the parties would not otherwise enter into any Transactions.

2.	Obligations

(a)	General Conditions.

(i)	Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.

(ii)

Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement.

(iii)

Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement.

(b) Change of Account. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change.

(c)	Netting. If on any date amounts would otherwise be payable: —
	(i)	in the same currency; and
	(ii)	in respect of the same Transaction,

by each party to the other. then, on such date, each party's obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries.

(d)	Deduction or Withholding for Tax.

(i) Gross-Up. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party ("X") will: —

(1)

promptly notify the other party ("Y") of such requirement;

(2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y;

(3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and

(4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes. whether assessed against X or Y) will equal ft full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for: —

(A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

(B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.

(ii) Liability. If: —

(1) X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4);

	(2)	X does not so deduct or withhold; and
	(3)	a liability resulting from such Tax is assessed directly against X,

then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e) Default Interest; Other Amounts. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.

3.	Representations

Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that: —

(a)	Basic Representations.

(i) Status. It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing;

(ii) Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorise such execution, delivery and performance;

(iii) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(iv) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

(v) Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

(b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

(c) Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document.

(d) Accuracy of Specified Information. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect.

(e) Payer Tax Representation. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.

(f) Payee Tax Representations. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

4.	Agreements

Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party: —

(a) Furnish Specified Information. It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs: —

(i) any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation;

(ii)

any other documents specified in the Schedule of any Confirmation; and

(iii) upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable.

(b) Maintain Authorisations. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.

(c) Comply with Laws. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party.

(d) Tax Agreement. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure.

(e) Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated,

organised, managed and controlled. or considered to have its seat, or in which a branch or office through which it is acting for the purpose of this Agreement is located ("Stamp Tax Jurisdiction") and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party's execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party.

5.	Events or Default and Termination Events

(a) Events of Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an "Event of Default") with respect to such party: —

(i) Failure to Pay or Deliver. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party;

(ii) Breach of Agreement. Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

(iii)

Credit Support Default.

(1) Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed;

(2) the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or

(3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document;

(iv) Misrepresentation. A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated;

(v) Default under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

(vi) Cross Default. If "Cross Default" is specified in the Schedule as applying to the party, the occurrence or existence of (1) a default, event of default or other similar condition or event (however

described) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specific Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under such agreements or instruments (after giving effect to any applicable notice requirement or grace period);

(vii) Bankruptcy. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:–

(1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof, (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which. under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or

(viii) Merger Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer: –

(1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or

(2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.

(b) Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event

Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below:—

(i) Illegality. Due to the adoption of, or any change in, any applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date. it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party):—

(1) to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or

(2) to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction;

(ii) Tax Event. Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));

(iii) Tax Event Upon Merger. The party (the "Burdened Party") on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii);

(iv) Credit Event Upon Merger. If "Credit Event Upon Merger" is specified in the Schedule as applying to the party, such party ("X"), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); of

(v) Additional Termination Event. If any "Additional Termination Event" is specified in the Schedule or any Confirmation as applying. the occurrence of such event (and, in such event. the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).

(c) Event of Default and Illegality. If an event or circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default.

6. Early Termination

(a) Right to Terminate Following Event of Default. If at any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, "Automatic Early Termination" is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(l), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)	Right to Terminate Following Termination Event.

(i) Notice. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require.

(ii) Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist.

If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i).

Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

(iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event.

(iv)

Right to Terminate. If:—

(1) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or

(2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party,

either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided that the relevant Termination Event is then

continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions.

(c)	Effect of Designation.

(i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.

(ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e).

(d)	Calculations.

(i) Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation.

(ii) Payment Date. An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment) in the Termination Currency, from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed.

(e) Payments on Early Termination. If an Early Termination Date occurs, the following provisions shall apply based on the parties' election in the Schedule of a payment measure, either "Market Quotation" or "Loss", and a payment method, either the "First Method" or the "Second Method". If the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that "Market Quotation" or the "Second Method", as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off.

(i)

Events of Default. If the Early Termination Date results from an Event of Default:—

(1) First Method and Market Quotation. If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party.

(2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non-defaulting Party's Loss in respect of this Agreement.

(3) Second Method and Market Quotation. If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the

Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

(4) Second Method and Loss. If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party's Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

(ii)

Termination Events. If the Early Termination Date results from a Termination Event:—

(1) One Affected Party. If there is one Affected Party, the amount payable will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions.

(2)

Two Affected Parties. If there are two Affected Parties:—

(A) if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount ("X") and the Settlement Amount of the party with the lower Settlement Amount ("Y") and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y; and

(B) if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss ("X") and the Loss of the party with the lower Loss ("Y").

If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y.

(iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs because "Automatic Early Termination" applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).

(iv) Pre-Estimate. The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses.

7. Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that:—

(a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and

(b) a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8.	Contractual Currency

(a) Payment in the Contractual Currency. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess.

(b) Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. The term “rate of exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency.

(c) Separate Indemnities. To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.

(d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.

9. Miscellaneous

(a) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.

(b) Amendments. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.

(d) Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.

(e)	Counterparts and Confirmations.

(i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.

(ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation shall be entered into as soon as practicable and may be executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex or electronic message constitutes a Confirmation.

(f) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

(g) Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

10.

Offices; Multibranch Parties

(a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into.

(b) Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party.

(c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation.

11.

Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document

to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection.

12.

Notices

(a) Effectiveness. Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated:—

	(i)	if in writing and delivered in person or by courier, on the date it is delivered;
	(ii)	if sent by telex, on the date the recipient's answerback is received;

(iii) if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender's facsimile machine);

(iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or

(v)

if sent by electronic messaging system, on the date that electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day.

(b) Change of Addresses. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to all

13.

Governing Law and Jurisdiction

(a) Governing Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule.

(b) Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement ("Proceedings"), each party irrevocably:—

(i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and

(ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Xxx 0000 or any modification, extension or re-enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

(c) Service of Process. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any

reason any party's Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by law.

(d) Waiver of Immunities. Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.

14.

Definitions

As used in this Agreement: —

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, "control" of any entity or person means ownership of a majority of the voting power of the entity or person.

"Applicable Rate" means: —

(a) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and

(d)	in all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified as such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default Rate" means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section 6(a) or 6(b)(iv).

"Event of Default" has the meaning specified in Section 5(a) and, if applicable, in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifiable Tax" means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).

"law" includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and "lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and, if different. in the principal financial centre, if any, of the currency of such payment, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(c)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets.

"Market Quotation" means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the "Replacement Transaction") that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have

been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values, If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's head or home office.

"Potential Event of Default" means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer.

"Settlement Amount" means, with respect to a party and any Early Termination Date, the sum of.-

(a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and

(b) such party's Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result.

"Specified Entity" has the meaning specified in the Schedule.

"Specified Indebtedness" means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit

Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if “Automatic Early Termination” applies, immediately before that Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.

"Termination Currency Equivalent" means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the “Other Currency”), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties

"Termination Event" means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction. for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market

value of that which was (or would have been) required to be delivered as of the originally scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair market values reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

BEAR XXXXXXX FINANCIAL PRODUCTS INC.

(Name of Party)

By: -----------------------------------------------
Name:
Title:
Date:

THE BANK OF NEW YORK, not individually but solely as Trustee on behalf of the Supplemental Interest Trust created pursuant to the Pooling and Servicing Agreement for GE-WMC Asset-Backed Pass-Through Certificates, Series 2005-1 (Name of Party)

By: -----------------------------------------------
Name:
Title:
Date:

BEAR XXXXXXX FINANCIAL PRODUCTS INC.

000 XXXXXXX XXXXXX

XXXXX 0000

XXX XXXX, XXX XXXX 00000

000-000-0000

DATE:

September 28, 2005

TO:

The Bank of New York, not individually, but solely as trustee on behalf of the Supplemental Interest Trust created pursuant to the Pooling and Servicing Agreement for GE-WMC Asset-Backed Pass-Through Certificates, Series 2005-1


ATTENTION:		Xxxxx Xxxxxxx, Vice President
		The Bank of New York
		Structured Finance Services – MBS
	000 Xxxxxxx Xxxxxx, 0 Xxxx
		Xxx Xxxx, XX 00000

TELEPHONE:		000-000-0000
FACSIMILE:		000-000-0000

FROM:	Derivatives Documentation
TELEPHONE:	000-000-0000
FACSIMILE:	000-000-0000

SUBJECT:

Mortgage Derivatives Confirmation

REFERENCE NUMBER:

FXGEWMC051

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into on the Trade Date specified below (this "Transaction") between Bear Xxxxxxx Financial Products Inc. (“BSFP”) and The Bank of New York, not individually, but solely as Trustee on behalf of the Supplemental Interest Trust created pursuant to the Pooling and Servicing Agreement for GE-WMC Asset-Backed Pass-Through Certificates, Series 2005-1 (“Counterparty”). This letter agreement constitutes the sole and complete “Confirmation,” as referred to in the Master Agreement specified below, with respect to this Transaction.

This Confirmation is subject to and incorporates the 1992 ISDA Definitions (the “Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). This Confirmation supplements, forms a part of and is subject to the ISDA Master Agreement dated as of September 28, 2005 between BSFP and Counterparty (the agreement, as amended and supplemented from time to time, being referred to herein as the “Master Agreement”). All provisions contained in, or incorporated by reference to, the Master Agreement shall govern this Transaction referenced in this Confirmation except as expressly modified herein. In the event of any inconsistency between this Confirmation and the Definitions or Master Agreement, this Confirmation shall prevail for the purposes of this Transaction. Capitalized terms used in this Confirmation and not otherwise defined herein or in the Master Agreement shall have the meanings assigned to them in the Pooling and Servicing Agreement, dated as of September 1, 2005, among GE-WMC Mortgage Securities, L.L.C., as depositor, Xxxxxx Loan Servicing LP, as servicer and The Bank of New York, as trustee on behalf of the Certificate holders, and as trustee on behalf of the Supplemental Interest Trust (in each of such capacities, the “Trustee”) for GE-WMC Asset-Backed Pass-Through Certificates, Series 2005-1 (the “Pooling and Servicing Agreement”).

2. The terms of the particular Transaction to which this Confirmation relates are as follows:

Notional Amount:

For the initial Calculation Period, USD 998,275,000. For each subsequent Calculation Period, the Notional Amount shall equal the lesser of the Scheduled Notional Amount (see attached Notional Schedule) for such Calculation Period and the aggregate outstanding Certificate Principal Balance of the Class A Certificates and the Subordinate Certificates as of the first day of the Calculation Period.

Trade Date:

September 22, 2005

Effective Date:

September 28, 2005

Termination Date:

April 25, 2010, subject to adjustment in accordance with the Business Day Convention.

Fixed Amounts:

Fixed Rate Payer:

Counterparty

Fixed Rate Payer

Payment Dates:

The 25^th calendar day of each month during the Term of this Transaction, commencing October 25, 2005 and ending on the Termination Date, subject to adjustment in accordance with the Business Day Convention.

Fixed Rate Payer

Period End Dates:

The 25^th calendar day of each month during the Term of this Transaction, commencing October 25, 2005 and ending on the Termination Date, with No Adjustment.

Fixed Rate:

4.34875 %

Fixed Rate Day

Count Fraction:

30/360

Floating Amounts:

Floating Rate Payer:

BSFP

Floating Rate Payer

Payment Dates:

Floating Rate Payer

Period End Dates:

Floating Rate for initial

Calculation Period:

To be determined

Floating Rate Option:

USD-LIBOR-BBA

Designated Maturity:

One month

Spread:

None

Floating Rate Day

Count Fraction:

Actual/360

Reset Dates:

The first day of each Calculation Period.

Compounding:

Inapplicable

Business Days:

New York

Business Day Convention:

Following

Calculation Agent:

BSFP

3.	Other Provisions:

Additional Termination Event:

The exercise of the option to purchase the Mortgage Loans and REO Property pursuant to Section 9.01(b) of the Pooling and Servicing Agreement shall be an Additional Termination Event hereto (with Counterparty as the Affected Party). Notwithstanding anything to the contrary in Section 6(b) of the Agreement, the Early Termination Date for this Additional Termination Event shall be the Distribution Date on which the Certificates are retired in connection with such purchase of Mortgage Loans and REO Property. Any Payment upon Early Termination pursuant to Section 6(e) of the Master Agreement as a result of this Additional Termination Event shall be calculated as follows:

BSFP shall calculate the termination value utilizing a schedule of swap notional amounts determined as follows: for each Calculation Period, the notional amount for such Calculation Period shall equal the lesser of (a) the applicable balance in the Notional Schedule attached hereto, and (b) the aggregate outstanding Certificate Principal Balance of the Class A Certificates and the Subordinate Certificates as of the Early Termination Date (without giving effect to the related clean-up call payment to be made on such date).

4.	Account Details and
	Settlement Information:

Payments to BSFP:

Citibank, N.A., New York

ABA Number: 000-0000-00, for the account of

Bear, Xxxxxxx Securities Corp.

Account Number: 0925-3186, for further credit to

Bear Xxxxxxx Financial Products Inc.

Sub-account Number: 102-04654-1-3

Attention: Derivatives Department

Payments to Counterparty:

The Bank of New York

ABA: 000000000

GLA: 111565

F/F/C: Tas# 430050

Account Name: GE-WMC 2005-1 Supplemental Interest

Trust Account

Each party hereto is hereby advised and acknowledges that the other party has engaged in (or refrained from engaging in) substantial financial transactions and has taken (or refrained from taking) other material actions in reliance upon the entry by the parties into the Transaction being entered into on the terms and conditions set forth herein and in the Confirmation relating to such Transaction, as applicable.

This Confirmation may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Counterparty hereby agrees to check this letter agreement and to confirm that the foregoing correctly sets forth the terms of the Transaction by signing in the space provided below and returning to BSFP a facsimile of the fully-executed letter agreement to 000-000-0000. For inquiries please contact XxxxxxXxxxxxxxxxxXxxxxxxxxxxxx@xxxx.xxx. To discuss an inquiry regarding U.S. Transactions, please contact Xxxx Xxxxxxx by telephone at 000-000-0000. For all other inquiries please contact Derivatives Documentation by telephone at 000-0-000-0000. Originals will be provided for your execution upon your request.

We are very pleased to have executed this Transaction with you and we look forward to completing other transactions with you in the near future.

Very truly yours,

BEAR XXXXXXX FINANCIAL PRODUCTS INC.

By:	___________________________
	Name:
	Title:

Counterparty, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as of the Trade Date.

THE BANK OF NEW YORK, not individually, but solely as Trustee on behalf of the Supplemental Interest Trust created pursuant to the Pooling and Servicing Agreement for GE-WMC Asset-Backed Pass-Through Certificates, Series 2005-1.

By:	___________________________

As authorized agent or officer for THE BANK OF NEW YORK, not individually, but solely as Trustee on behalf of the Supplemental Interest Trust created pursuant to the Pooling and Servicing Agreement for GE-WMC Asset-Backed Pass-Through Certificates, Series 2005-1

	Name:
	Title:

Eu/fs

Notional Schedule

(With respect to the Fixed Rate Payer Period End Dates, all such dates are not subject to any Business Day Convention and with respect to the Floating Rate Payer Period End Dates, all such dates are subject to adjustment with the Business Day Convention)

Period	(From and Including)	(To but excluding)	Scheduled Notional Amount (USD)
1	Effective Date	10/25/2005	998,275,000.00
2	10/25/2005	11/25/2005	959,033,577.41
3	11/25/2005	12/25/2005	921,181,509.23
4	12/25/2005	1/25/2006	884,645,357.61
5	1/25/2006	2/25/2006	849,356,389.75
6	2/25/2006	3/25/2006	814,617,565.56
7	3/25/2006	4/25/2006	780,370,693.26
8	4/25/2006	5/25/2006	748,543,566.22
9	5/25/2006	6/25/2006	717,731,006.75
10	6/25/2006	7/25/2006	687,886,831.70
11	7/25/2006	8/25/2006	658,968,872.06
12	8/25/2006	9/25/2006	630,938,805.21
13	9/25/2006	10/25/2006	603,761,979.16
14	10/25/2006	11/25/2006	577,407,228.55
15	11/25/2006	12/25/2006	551,846,862.49
16	12/25/2006	1/25/2007	527,071,742.75
17	1/25/2007	2/25/2007	503,359,373.85
18	2/25/2007	3/25/2007	480,663,876.86
19	3/25/2007	4/25/2007	458,941,364.46
20	4/25/2007	5/25/2007	438,149,854.03

21	5/25/2007	6/25/2007	418,249,184.63
22	6/25/2007	7/25/2007	399,200,937.57
23	7/25/2007	8/25/2007	380,908,935.98
24	8/25/2007	9/25/2007	361,229,736.05
25	9/25/2007	10/25/2007	90,227,182.94
26	10/25/2007	11/25/2007	85,755,319.45
27	11/25/2007	12/25/2007	81,451,081.56
28	12/25/2007	1/25/2008	77,308,131.16
29	1/25/2008	2/25/2008	73,320,372.41
30	2/25/2008	3/25/2008	69,481,942.31
31	3/25/2008	4/25/2008	65,787,201.72
32	4/25/2008	5/25/2008	62,230,726.71
33	5/25/2008	6/25/2008	58,807,300.24
34	6/25/2008	7/25/2008	55,511,904.19
35	7/25/2008	8/25/2008	52,339,711.63
36	8/25/2008	9/25/2008	64,919,939.78
37	9/25/2008	10/25/2008	57,104,330.39
38	10/25/2008	11/25/2008	55,094,270.14
39	11/25/2008	12/25/2008	53,154,431.73
40	12/25/2008	1/25/2009	51,282,379.29
41	1/25/2009	2/25/2009	49,475,760.83
42	2/25/2009	3/25/2009	47,732,304.50
43	3/25/2009	4/25/2009	46,049,809.06
44	4/25/2009	5/25/2009	44,426,167.70
45	5/25/2009	6/25/2009	42,859,336.22

46	6/25/2009	7/25/2009	41,347,340.94
47	7/25/2009	8/25/2009	39,888,276.27
48	8/25/2009	9/25/2009	38,480,302.29
49	9/25/2009	10/25/2009	37,121,642.72
50	10/25/2009	11/25/2009	35,810,582.56
51	11/25/2009	12/25/2009	34,545,466.03
52	12/25/2009	1/25/2010	33,324,694.54
53	1/25/2010	2/25/2010	32,146,724.74
54	2/25/2010	3/25/2010	31,010,066.62
55	3/25/2010	Termination Date	29,913,281.67

Schedule

to the

1992

Master Agreement

dated as of September 28, 2005

between BEAR XXXXXXX FINANCIAL PRODUCTS INC.,

a Delaware corporation ("Party A")

and

The Bank of New York, not individually, but solely as Trustee on behalf of the Supplemental Interest Trust created pursuant to the Pooling and Servicing Agreement for GE-WMC Asset-Backed Pass-Through Certificates, Series 2005-1 ("Party B")

Part 1

Termination Provisions

In this Agreement --

(a)	"Specified Entity" means in relation to Party A and Party B for the purpose of Sections 5(a)(v), (vi), (vii) and Section 5(b)(iv): Not applicable.

(b)	"Specified Transaction" will have the meaning specified in Section 14 of this Agreement.

(c)	The “Breach of Agreement” provision of Section 5(a)(ii) will not apply to Party A and will not apply to Party B.

(d)	The “Misrepresentation” provision of Section 5(a)(iv) will not apply to Party A and will not apply to Party B.

(e)	The "Cross Default" provisions of Section 5(a)(vi) will not apply to Party A and will not apply to Party B.

(f)	The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply to Party A and will not apply to Party B.

(g)	The "Automatic Early Termination" provisions of Section 6(a) will not apply to Party A and will not apply to Party B.

(h)	Payments on Early Termination. For the purpose of Section 6(e) of this Agreement:

	(i)	Market Quotation will apply.
	(ii)	The Second Method will apply.

(i)	"Termination Currency" means United States Dollars.

(j)	Additional Termination Event will apply.

(i) Credit Downgrade – Party A. If at any time (i) Party A is rated by Fitch Ratings (“Fitch”) and the unsecured debt rating of Party A, or its Credit Support Provider, is withdrawn by or reduced below “A” (long term) or “F-1” (short term) by Fitch; or (ii) the unsecured debt ratings of Party A, or its Credit Support Provider, are withdrawn or reduced below “A+” (long term) or, if a short term rating is in effect for Party A, or its Credit Support Provider, below “A-1” (short term) by Standard & Poor’s Rating Services (“S&P”); or (iii) (a) Party A, or its Credit Support Provider, has both long and short term unsecured debt ratings from Xxxxx’x Investors Service, Inc. (“Moody’s”), and any such rating is withdrawn, reduced below (or put on watch for downgrade at) “A1” (long term) or “P-1” (short-term) or (b) Party A, or its Credit Support Provider, has only a long-term unsecured debt rating from Moody’s and such rating is withdrawn, reduced below (or put on watch for downgrade at) “Aa3” (any of the above referenced withdrawals or reductions in credit status from the referenced agencies being herein referred to as a “Downgrade”); then Party A shall promptly notify Party B by telephone (promptly confirmed in writing), and Party B then shall notify the Rating Agencies. Party A shall then, at its own expense, in consultation with Party B, within 30 days of the date of the Downgrade, enter into a “Qualifying Substitute Arrangement” (as defined below) to assure performance by Party A of its obligations under the Transactions. If Party A fails to enter into a Qualifying Substitute Arrangement pursuant to this provision, it shall be an Additional Termination Event in which Party A is the sole Affected Party.

“Credit Support” shall mean an unconditional letter of credit, guaranty, surety bond or insurance policy providing for prompt payment of the obligations of Party A and its successors under this Agreement, as amended from time to time, and all Transactions hereunder for their duration from a Credit Support Provider meeting the Counterparty Ratings Requirements, that is valid, binding and enforceable in accordance with its terms.

“Counterparty Ratings Requirement” means with respect to any entity, that either such entity or the Credit Support Provider, has (i) (a) a Moody’s long-term unsecured debt rating or counterparty rating of at least “Aa3”, and if a short term rating has also been provided, such rating shall be at least “P-1”, and (ii) an S&P long-term unsecured debt rating or counterparty rating of at least “AA-”, and if a short term rating has been provided, such rating shall be at least “A-1” and, notwithstanding the foregoing, if such entity or its Credit Support Provider, has a Fitch short-term unsecured debt rating, such rating shall be at least “F-1” and if such entity or its Credit Support Provider has a Fitch long-term unsecured debt rating, such rating shall be at least “A”.

“Qualifying Substitute Arrangement” shall mean one of the following arrangements satisfactory to the Rating Agencies: (i) providing Credit Support to Party B reasonably satisfactory to Party B and procuring a Ratings Reaffirmation or (ii) procuring a Replacement Transaction reasonably satisfactory to Party B and a Ratings Reaffirmation.

“Ratings Reaffirmation” means a written acknowledgement from each Rating Agency whose rating on Party A was reduced or withdrawn that, taking into account the Credit Support or the Replacement Transaction provided, as applicable, (i) the then current rating of the Certificates (as defined in the Pooling and Servicing Agreement, as defined in Part 5(e) below) will not be

reduced notwithstanding the applicable Downgrade, or (ii) the rating of the Certificates in effect prior to the Downgrade will be reinstated to the rating in effect prior to the Downgrade.

“Replacement Transaction” means a transaction, reasonably satisfactory to Party B, with a replacement counterparty meeting the Counterparty Rating Requirement who, at no cost to Party B, shall assume Party A’s position under this Agreement and all Transactions hereunder or replace all Transactions outstanding under this Agreement with Transactions between said replacement counterparty and Party B on identical terms.

(ii) It will be an Additional Termination Event with Party B as the Affected Party if the Trust Fund (as defined in the Pooling and Servicing Agreement referred to in Part 5(e) below) fails to pay the Class A Certificates or admits in writing its inability to pay the Class A Certificates as they become due, in each case in accordance with the terms of the Pooling and Servicing Agreement.

(iii) It will be an Additional Termination Event with Party B as the Affected Party if Party B fails to comply with the terms of Part 5(j) below.

(k)

Discontinued Agency. If one of the foregoing credit rating agencies ceases to be in the business of rating Debt Securities and such business is not continued by a successor or assign of such agency ("Discontinued Agency") ratings shall not be deemed withdrawn hereunder, and Party A and Party B shall use their best efforts to jointly (i) select a nationally-recognized credit rating agency in substitution thereof and (ii) agree on the rating level issued by such substitute agency that is equivalent to the ratings specified herein of the Discontinued Agency, whereupon such substitute agency and equivalent rating shall replace the Discontinued Agency and the rating level thereof for the purposes of this Agreement. If at any time all of the agencies specified herein with respect to a party have become Discontinued Agencies and Party A and Party B have not previously agreed in good faith on at least one agency and equivalent rating in substitution for each Discontinued Agency and the applicable rating thereof, the Downgrade provisions of Part 1(l)(i) shall cease to apply to the parties until a substitute agency is agreed upon as described above.

Part 2

Tax Representations

(a)	Payer Tax Representation. For the purpose of Section 3(e) of this Agreement, Party A and Party B make the following representation:

It is not required by applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on:

(i)

the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement;

(ii)

the satisfaction of the agreement of the other party contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement; and

(iii)

the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement;

provided, however, that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) of this Agreement by reason of prejudice to its legal or commercial position.

(b)	Payee Tax Representations. For the purpose of Section 3(f) of this Agreement, Party A and Party B make the representations specified below, if any:

(i)

Party A makes the following representation:

It is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for United States federal income tax purposes and an “Exempt recipient” within the meaning of section 1.6049-4(c)(1)(ii) of United States Treasury Regulations.

(ii)

Party B makes the following representation:

The beneficial owner of payments to Party B is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for United States federal income tax purposes and an “Exempt recipient” within the meaning of section 1.6049-4(c)(1)(ii) of United States Treasury Regulations.

(c)	Modified Tax Provisions. Party B’s obligations under Section 2(d)(i) of this Agreement shall be limited to complying with clauses (1), (2) and (3) thereof and Party B shall not be obligated to pay any amount owing by it under clause (4).

Part 3

Agreement to Deliver Documents

For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each Party agrees to deliver the following documents, as applicable:

(a)	Tax forms, documents or certificates to be delivered are:

Party Required to Deliver Documents	Form/Document/ Certificate	Date by which to be delivered	Covered by §(3)(d) Representation

Party A

IRS Form W-9

(i) Upon execution of this Agreement; (ii) promptly upon learning that any Form W-9 (or any successor thereto) has become obsolete or incorrect and (iii) upon request of Party B.

N/A

Party B

IRS Form W-9

(i) Upon execution of this Agreement; (ii) promptly upon learning that any Form W-9 (or any successor thereto) has become obsolete or incorrect and (iii) upon request of Party A.

N/A

(b)	Other documents to be delivered are:

Party Required to Deliver Documents	Form/Document/ Certificate	Date by which to be delivered	Covered by §(3)(d) Representation

Party A

A copy of the most recent annual report of such party or its Credit Support Provider, as applicable, containing audited consolidated financial statements for such fiscal year certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles ("GAAP") in the party's country of organization, or, in lieu thereof, a copy of such party's most recent Form 10-K as filed with the Securities and Exchange Commission (if any such statement is produced).

Upon request of the other party.

Yes

Party A & B

Evidence, reasonably satisfactory in form and substance to the receiving party, concerning the due execution and delivery of this Agreement or any Confirmation, including, without limitation, signing authority and specimen signatures for each individual executing the Agreement and any Confirmation.

At or promptly following the execution and delivery of this Agreement and the execution and delivery of any Confirmation (if such Confirmation so requires).

Yes

Part 4

Miscellaneous

(a)	Addresses for Notices. For the purpose of Section 12(a) of this Agreement:

Address for notices or communications to Party A:

Address:

Bear Xxxxxxx Financial Products Inc.

000 Xxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: The Derivative Product Company Manager

Facsimile No.: (000) 000-0000

Telephone No.: (000) 000-0000

With a copy to:

Xxx Xxxxxxxxx Xxxxxx, Xxxxx

Xxxxxxxx, Xxx Xxxx 00000

Attention: Derivative Operations, 7th Floor

Facsimile No.: (000) 000-0000

Address for notices or communications to Party B:

Address:

000 Xxxxxxx Xxxxxx

Xxxxx 0 Xxxx

		Xxx Xxxx, XX 00000
	Attention:	Structured Finance Services - MBS

Telephone:

(000) 000-0000

Facsimile:

(000) 000-0000

(b)	Process Agent. For the purpose of Section 13(c) of this Agreement:

Party A appoints as its Process Agent: Not applicable

Party B appoints as its Process Agent: Not applicable

(c)	Offices. The provisions of Section 10(a) shall apply to this Agreement.

(d)	Multibranch Party. For the purpose of Section 10(c) of this Agreement, Party A is not a Multibranch Party and Party B is not a Multibranch Party.

(e)	Calculation Agent. The Calculation Agent shall be Party A unless Party A is a Defaulting Party in which case the Calculation Agent will be Party B.

(f)	Credit Support Document. Not Applicable

(g)	Credit Support Provider. Not Applicable.

(h)	Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York without reference to choice of law doctrine.

(i)	Netting of Payments. The parties agree that subparagraph (ii) of Section 2(c) will apply to any Transaction.

(j)	"Affiliate" will have the meaning specified in Section 14 provided that Party A and Party B shall not have, or be deemed to have, any Affiliates for purposes of this Agreement

(k)	Absence of Litigation. For the purpose of Section 3(c):

"Specified Entity" means in relation to Party A: Not applicable.

"Specified Entity" means in relation to Party B: Not applicable.

(l)	Additional Representation will apply. For the purpose of Section 3 of this Agreement, the following will constitute an Additional Representation:

(i) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) or the other party as investment advice or as a recommendation to enter into that Transaction, it being understood that information and explanations related to the terms and conditions of a Transaction will not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party will be deemed to be an assurance or guarantee as to the expected results of that Transaction.

(ii) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands

and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.

(iii) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.

(iv) Eligible Contract Participant. It is an "eligible contract participant" as defined in Section 1a(12) of the Commodity Exchange Act, as amended.

(m)

Consent to Recording. Each party (i) consents to the recording of the telephone conversations of trading and marketing personnel of the parties in connection with this Agreement or any potential Transaction, (ii) agrees to obtain any necessary consent of, and give notice of such recording to, such personnel and (iii) agrees, to the extent permitted by applicable law, that recordings may be submitted in evidence in any Proceedings.

Part 5

Other Provisions

(a)

Recourse and Ranking. The obligations of Party B under this Agreement, and under any Transaction executed hereunder, are solely the obligations of Party B. No recourse shall be had for the payment of any amount owing in respect of any Transaction or any other obligation or claim arising out of or based upon this Agreement against any member, employee, officer, director or agent of Party B. Any accrued obligations owing by Party B under this Agreement and any Transaction shall be payable by Party B solely to the extent that funds are available therefor from time to time in accordance with the priority of payments and other provisions of the Pooling and Servicing Agreement; provided that such accrued obligations shall not be extinguished until paid in full. Notwithstanding any provisions contained in this Agreement to the contrary, Party B shall not be obligated to pay any amount pursuant to this Agreement unless Party B has received funds which may be used to make such payment in accordance with the Pooling and Servicing Agreement. Any amount which Party B does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in §101 of the Bankruptcy Code) against or corporate obligation of Party B for any such insufficiency unless and until such payment is permitted under such preceding sentence.

(b)

Limitation of Defaults and Termination. Notwithstanding the terms of Sections 5 and 6 of this Agreement, Party A shall be entitled to designate an Early Termination Date pursuant to Section 6 of this Agreement only as a result of the occurrence of an Event of Default set forth in Section 5(a)(i) or 5(a)(vii)(1),(4), or (6) with respect to Party B as the Defaulting Party or a Termination Event set forth in Sections 5(b)(i), 5(b)(ii), 5(b)(iii) or 5(b)(v) of this Agreement with respect to Party A as the Affected Party.

(c)

No Bankruptcy Petition Against Certain Securitization Parties. Party A hereby covenants and agrees that, prior to the date which is one year and one day (or, if longer, the applicable preference period) after all the Certificates (or any rated securities) issued by any trust established by the Depositor under the Pooling and Servicing Agreement have been paid in full it will not institute against, or join any other Person in instituting against, the Depositor, Party B or the Trustee (as defined in the Pooling and Servicing Agreement referred to in Part 5(e) below) any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

(d)	Additional Tax Provisions. The definition of "Indemnifiable Tax" in Section 14 of this Agreement is modified by adding the following at the end thereof:

Notwithstanding the foregoing, "Indemnifiable Tax" also means any Tax imposed in respect of a payment under this Agreement by reason of a Change in Tax Law by a government or taxing authority of a Relevant Jurisdiction of the party making such payment, unless the other party is incorporated, organized, managed and controlled or considered to have its seat in such jurisdiction, or is acting for purposes of this Agreement through a branch or office located in such jurisdiction.

(e)

Definitions. Reference is hereby made to the 2000 ISDA Definitions (the "2000 Definitions"), as published by the International Swaps and Derivatives Association, Inc. ("ISDA"), which are hereby incorporated by reference herein and shall be deemed to be incorporated in each Confirmation hereunder, unless otherwise specified in a Confirmation. Any terms used and not otherwise defined herein which are contained in the 2000 Definitions shall have the meaning set forth therein. Capitalized terms used and not otherwise defined herein or in the Agreement or the 2000 Definitions (hereinafter defined) shall have the meanings assigned to them in the Pooling and Servicing Agreement, dated as of September 1, 2005, among GE-WMC Mortgage Securities, L.L.C., as depositor (the “Depositor”), Xxxxxx Loan Servicing LP, as servicer and The Bank of New York, as trustee on behalf of the Certificateholders, and as trustee on behalf of the Supplemental Interest Trust (in each of such capacities, the “Trustee”) for GE-WMC Asset-Backed Pass-Through Certificates, Series 2005-1 (the “Pooling and Servicing Agreement”).

(f)

Waiver of Contractual Right of Setoff. Notwithstanding any provision of this Agreement or any other existing or future agreement, each party irrevocably waives any and all contractual rights it may have to set off, net, recoup or otherwise withhold or suspend or condition payment or performance of any obligation between the two parties hereunder against any obligations between the two parties under any other agreements or otherwise. The provisions for Set-off set forth in Section 6(e) of this Agreement shall not apply for purposes of this Transaction.

(g)

Waiver of Right to Trial by Jury. Each party irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to trial by jury of any claim, demand or cause of action relating in any way to this Agreement or any Credit Support Document, whether sounding in contract or tort or otherwise, and agrees that either party may file a copy of this section with any court as evidence of the waiver of its jury trial rights.

(h)	Conditions Precedent. Section 2(a)(iii)(1) of the Agreement shall not apply to the obligations of Party A unless an Event of Default set forth in Sections 5(a)(i) or 5(a)(vii) (1),(4) or (6) with respect to Party B has occurred and is continuing.

(i)	Rating Agency Condition. No assignments, amendment, modification or waiver in respect of this Agreement will be effective unless, in addition to meeting the requirements otherwise set forth herein, a Ratings Reaffirmation has been obtained.

(j)

Amendment to Pooling and Servicing Agreement. Party B agrees that it shall not amend, modify or waive any provisions in the Pooling and Servicing Agreement without the consent of Party A if such amendment, modification or waiver would have a material adverse effect on Party A’s rights under this Agreement.

(k)

Trustee Liability Limitations. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by The Bank of New York, not individually or personally but solely as Trustee of the Supplemental Interest Trust (as defined in the Pooling and Servicing Agreement) created pursuant to the Pooling and Servicing Agreement, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of Party B are made and intended not as personal representations, undertakings and agreements by The Bank of New York but is made and intended for the purpose of binding only Party B, (c) nothing herein contained shall be construed as creating any liability on The Bank of New York individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto; provided that nothing in this paragraph shall relieve The Bank of New York from performing its duties and obligations under the Pooling and Servicing Agreement in accordance with the standard of care set forth therein, and (d) under no circumstances shall The Bank of New York be personally liable for the payment of any indebtedness or expenses of Party B or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Party B under this Agreement or any other related documents.

[Signature Page Follows]

Please confirm your agreement to the terms of the foregoing Schedule by signing below.

BEAR XXXXXXX FINANCIAL PRODUCTS INC.

By: ___________________________________

Name:

Title:

THE BANK OF NEW YORK, not individually, but solely as Trustee on behalf of the Supplemental Interest Trust created pursuant to the Pooling and Servicing Agreement for GE-WMC Asset-Backed Pass-Through Certificates, Series 2005-1

By: ___________________________________

Name:

Title:

EXHIBIT I

FORM OF LIMITED POWER OF ATTORNEY

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO

XXXXXX LOAN SERVICING LP

0000 Xxxx Xxxxxxx Xxxxx

Xxxxxxx, Xxxxx 00000

Attn: _________________________________

LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that _____________, having its principal place of business at ______________________, as Trustee (the “Trustee”) pursuant to that Pooling and Servicing Agreement among ____________________ (the “Depositor”), Xxxxxx Loan Servicing LP (the “Servicer”), and the Trustee, dated as of _______________ 1, 200__ (the “Pooling and Servicing Agreement”), hereby constitutes and appoints the Servicer, by and through the Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans serviced by the Servicer pursuant to the Pooling and Servicing Agreement for the purpose of performing all acts and executing all documents in the name of the Trustee as may be customarily and reasonably necessary and appropriate to effectuate the following enumerated transactions in respect of any of the mortgages or deeds of trust (the “Mortgages” and the “Deeds of Trust”, respectively) and promissory notes secured thereby (the “Mortgage Notes”) for which the undersigned is acting as Trustee for various certificateholders (whether the undersigned is named therein as mortgagee or beneficiary or has become mortgagee by virtue of endorsement of the Mortgage Note secured by any such Mortgage or Deed of Trust) and for which the Servicer is acting as servicer, all subject to the terms of the Pooling and Servicing Agreement.

This appointment shall apply to the following enumerated transactions only:

The modification or re-recording of a Mortgage or Deed of Trust, where said modification or re-recordings is for the purpose of correcting the Mortgage or Deed of Trust to conform same to the original intent of the parties thereto or to correct title errors discovered after such title insurance was issued and said modification or re-recording, in either instance, does not adversely affect the lien of the Mortgage or Deed of Trust as insured.

2.	The subordination of the lien of a Mortgage or Deed of Trust to an easement in favor of a public utility company of a government agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial

satisfactions/releases, partial reconveyances or the execution or requests to trustees to accomplish same.

3.	The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate owned, or conveyance of title to real estate owned.

4.	The completion of loan assumption agreements.

5.	The full satisfaction/release of a Mortgage or Deed of Trust or full conveyance upon payment and discharge of all sums secured thereby, including, without limitation, cancellation of the related Mortgage Note.

6.	The assignment of any Mortgage or Deed of Trust and the related Mortgage Note, in connection with the repurchase of the mortgage loan secured and evidenced thereby.

7.	The full assignment of a Mortgage or Deed of Trust upon payment and discharge of all sums secured thereby in conjunction with the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.

8.	With respect to a Mortgage or Deed of Trust, the foreclosure, the taking of a deed in lieu of foreclosure, or the completion of judicial or non-judicial foreclosure or termination, cancellation or rescission of any such foreclosure, including, without limitation, any and all of the following acts:

a.	the substitution of trustee(s) serving under a Deed of Trust, in accordance with state law and the Deed of Trust;

b.	the preparation and issuance of statements of breach or non-performance;

c.	the preparation and filing of notices of default and/or notices of sale;

d.	the cancellation/rescission of notices of default and/or notices of sale;

e.	the taking of a deed in lieu of foreclosure; and

f.	the preparation and execution of such other documents and performance of such other actions as may be necessary under the terms of the Mortgage, Deed of Trust or state law to expeditiously complete said transactions in paragraphs 8.a. through 8.e., above.

The undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall lawfully do or cause to be done by authority hereof.

Third parties without actual notice may rely upon the exercise of the power granted under this Limited Power of attorney; and may be satisfied that this Limited Power of Attorney shall

continue in full force and effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned.

IN WITNESS WHEREOF, _____________________ as Trustee pursuant to that Pooling and Servicing Agreement among the Depositor, the Servicer, and the Trustee, dated as of _________ 1, 200__ (________________ Asset Backed Pass- Through Certificates, Series 200__-___), has caused its corporate seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by ___________________ its duly elected and authorized Vice President this ____ day of _________________, 200__.

___________________________

as Trustee for _____ Asset Backed Pass- Through Certificates, Series 200__-___

By __________________________________

STATE OF ____________________

COUNTY OF __________________

On ________________, 200__, before me, the undersigned, a Notary Public in and for said state, personally appeared ______________________, Vice President of ______________________ as Trustee for ______________Asset Backed Pass- Through Certificates, Series 200__-___, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed that same in his/her authorized capacity, and that by his/her signature on the instrument the entity upon behalf of which the person acted and executed the instrument.

WITNESS my hand and official seal.

(SEAL)

____________________________________

Notary Public

My Commission Expires ________________________

EXHIBIT J-1

FORM CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K

I, [identify the certifying individual], certify that:

1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of GE-WMC Mortgage Securities, L.L.C., Asset-Backed Pass-Through Certificates, Series 2005-1;

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, or similar, agreement, for inclusion in these reports is included in these reports;

4. Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing, or similar, agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under the servicing 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 pooling and servicing, or similar, agreement, that is included in these reports.

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Xxxxxx Loan Servicing LP and The Bank of New York.

Date: __________________

_______________________

[Signature]

[Title]

EXHIBIT J-2

FORM CERTIFICATION TO BE

PROVIDED TO DEPOSITOR BY THE TRUSTEE

Re:

GE-WMC Mortgage Securities, L.L.C., Asset-Backed Pass-Through Certificates, Series 0000-0

Xxx Xxxx xx Xxx Xxxx hereby certifies to [___] (the “Servicer”) and/or the Depositor, as applicable, and their respective officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in connection with the certification that the Depositor or the Servicer on its behalf is required to file on behalf of the related Trust (as defined below) pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002, that:

An officer in the corporate trust department of The Bank of New York who has responsibility for administration of the Pooling and Servicing Agreement listed on Exhibit I hereto (each, a “Pooling and Servicing Agreement”) has reviewed all reports on Form 8-K containing the statements to certificateholders set forth in Section 4.06(a) of each such Pooling and Servicing Agreement (the “Distribution Statements”) filed in respect of periods included in the year covered by such annual reports of the trusts (each, a “Trust”) formed pursuant to such Pooling and Servicing Agreements;

Assuming the accuracy and completeness of the information delivered to The Bank of New York by the Servicer as provided in the Pooling and Servicing Agreements, with respect to each Trust, and subject to paragraph 4 below, the distribution information determined by The Bank of New York and set forth in the Distribution Statements contained in all Form 8-K’s included in the year covered by the annual report of such Trust on Form 10-K for the calendar year [____], is complete and does not contain any material misstatement of fact as of the last day of the period covered by such annual report;

Based solely on the information delivered to The Bank of New York by the Servicer as provided in the Pooling and Servicing Agreements, (i) the distribution information required under each Pooling and Servicing Agreement to be contained in the related Trust’s Distribution Date Statements and (ii) the servicing information required to be provided by the Servicer to the trustee for inclusion in the related Trust’s Distribution Date Statements, to the extent received by the trustee from the Servicer in accordance with such Pooling and Servicing Agreements, is included in such Distribution Date Statements; and

4.	The Bank of New York is not certifying as to the accuracy, completeness or correctness of the information which it received from the Servicer and did not independently verify or confirm the accuracy, completeness or correctness of the information provided by the Servicer.

THE BANK OF NEW YORK

By:___________________________

Name:

Title:

EXHIBIT J-3

FORM CERTIFICATION TO BE PROVIDED BY THE SERVICER TO THE DEPOSITOR

Re:	GE-WMC Mortgage Securities, L.L.C.,

Mortgage Certificates, Series 2005-1

I, [identify the certifying individual], a [title] of Xxxxxx Loan Servicing LP, as Servicer, hereby certify to GE-WMC Mortgage Securities, L.L.C. (the “Depositor”), and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:

l. I have reviewed the information required to be provided to the Trustee by the Servicer pursuant to the Pooling and Servicing Agreement (the “Servicing Information”);

2. Based on my knowledge, the Servicing Information, 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 Servicing Information required to be provided to the Trustee by the Servicer has been provided as required under the Pooling and Servicing Agreement;

4. I am responsible for reviewing the activities performed by the Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance review required under the Pooling and Servicing Agreement, and except as disclosed in the reports, the Servicer has fulfilled its obligations under the Pooling and Servicing 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 Pooling and Servicing Agreement, that is included in these reports.

Capitalized terms used but not defined herein have the meanings ascribed to them in the Pooling and Servicing Agreement, dated September 1, 2005 (the “Pooling and Servicing Agreement”), among the Depositor, Xxxxxx Loan Servicing LP as Servicer and The Bank of New York as Trustee and Supplemental Interest Trustee.

Date: __________________

______________________________

[Signature]

[Title]

EXHIBIT K

ANNUAL STATEMENT OF COMPLIANCE PURSUANT TO SECTION 3.19

GE-WMC Mortgage Securities, L.L.C.

Asset-Backed Pass-Through Certificates, Series 2005-1

I, ____________________________________, hereby certify that I am a duly appointed __________________________ of Xxxxxx Loan Servicing LP (the “Servicer”), and further certify as follows:

1. This certification is being made pursuant to the terms of the Pooling and Servicing Agreement, dated as of September 1, 2005 (the “Agreement”), among GE-WMC Mortgage Securities, L.L.C., as depositor, the Servicer and The Bank of New York, as trustee and supplemental interest trustee.

2. I have reviewed the activities of the Servicer during the preceding year and the Servicer’s performance under the Agreement and to the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Agreement throughout the year.

Capitalized terms not otherwise defined herein have the meanings set forth in the Agreement.

Dated: _________________

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of _____________.

By: _____________________________

Name:

Title:

I, _________________________, a (an) __________________ of the Servicer, hereby certify that _____________________________________ is a duly elected, qualified, and acting _______________________ of the Servicer and that the signature appearing above is his/her genuine signature.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of ______________.

By: ______________________________

Name:

Title:

SCHEDULE 1

MORTGAGE LOAN SCHEDULE



 LOANID             STATE                      ARM PERIODIC RATE CAP      ARM MAX MORTGAGE RATE    1ST ADJUSTMENT DATE (MONTHS)
 ------             -----                      ---------------------      ---------------------    ----------------------------
   11216962          NY                                  0                          0                          0
   11279446          VA                                  1                      12.45                         23
   11248818          CA-S                                1                      13.49                         22
   11264124          CA-S                                1                      12.75                         22
   11240267          TX                                  1                      15.35                         23
   11257801          CA-S                                1                     13.625                         23
   11248624          IL                                  1                      13.49                         23
   11247960          IL                                  1                      13.49                         23
   11263734          VA                                  1                     14.475                         23
   11252425          MT                                  1                         15                         23
   11260053          VA                                  1                      12.99                         22
   11259189          NY                                  1                       13.9                         23
   11261530          CA-S                                1                      14.49                         23
   11265145          CA-N                                1                      12.49                         59
   11257720          CA-S                                1                       13.5                         23
   11253829          DC                                  1                     12.775                         22
   11247493          CA-S                                1                      11.75                         59
   11261593          CA-S                                1                         14                         23
   11244353          CA-S                                1                     14.175                         23
   11265062          CA-S                                1                     11.925                         23
   11251411          CA-S                                1                     12.375                         23
   11120826          CA-S                                1                     12.825                         23
   11222348          CA-S                                1                     12.725                         21
   11240224          VA                                  1                      15.45                         22
   11251293          AZ                                  1                       14.4                         23
   11256092          NJ                                  1                     14.225                         22
   11256243          OH                                  1                         13                         22
   11260429          AZ                                  1                      14.49                         23
   11263507          MD                                  1                     13.235                         23
   11264086          CA-N                                1                      13.49                         23
   11268054          NV                                  1                       14.2                         23
   11270096          IL                                  1                     13.425                         23
   11274871          VA                                  1                     12.435                         23
   11276937          CA-S                                1                      12.49                         23
   11175349          FL                                  1                       15.3                         23
   11230629          OR                                  1                      12.25                         23
   11258695          CA-S                                1                       14.2                         23
   11262190          VA                                  0                          0                          0
   11270567          CA-S                                1                     13.775                         23
   11247717          CA-S                                1                     12.275                         22
   11244328          CA-N                                1                      12.49                         22
   11249989          CT                                  1                         13                         22
   11251199          IN                                  1                     14.825                         23
   11253055          CA-N                                1                      12.49                         23
   11253112          CA-N                                1                      12.93                         22
   11260940          CA-S                                1                      12.25                         59
   11261813          AZ                                  1                      13.49                         23
   11271800          CA-S                                1                     12.425                         23
   11272347          CA-S                                1                     12.865                         23
   11278348          VA                                  1                      13.49                         23
   11187418          CA-S                                1                      14.95                         22
   11237238          IL                                  0                          0                          0
   11247014          NV                                  1                      13.34                         23
   11273615          AZ                                  1                         15                         23
   11244959          NY                                  1                      13.49                         22
   11248009          CA-S                                1                      13.25                         22
   11255325          CA-S                                1                      14.25                         23
   11274473          NY                                  1                       12.8                         23
   11233800          CA-S                                1                     13.501                         23
   11270436          CA-S                                1                     12.375                         23
   11253224          CA-N                                0                          0                          0
   11259995          NY                                  1                       11.8                         22
   11274060          VA                                  1                      13.49                         23
   11227094          CA-N                                1                     13.425                         23
   11245140          MD                                  1                      13.25                         23
   11245246          CA-S                                1                     13.626                         23
   11277740          NY                                  1                      13.25                         23
   11247811          CA-S                                1                      13.25                         22
   11264951          CA-S                                1                         13                         23
   11252614          IN                                  1                     14.125                         23
   11246602          VA                                  1                     13.875                         23
   11258230          CA-N                                1                         13                         59
   11263003          CA-S                                1                      13.49                         23
   11220767          CA-S                                1                      13.35                         23
   11247425          TX                                  1                     13.957                         23
   11251226          GA                                  1                     13.375                         23
   11254992          CA-S                                1                     13.675                         23
   11260043          WA                                  1                     13.875                         23
   11270199          PA                                  1                     12.675                         23
   11271988          WA                                  1                      13.75                         23
   11275723          MI                                  1                      15.65                         23
   11283796          NY                                  1                     13.275                         23
   11198365          OH                                  1                       13.2                         20
   11263857          WA                                  1                         13                         22
   11267708          NC                                  1                      14.39                         23
   11252219          CA-N                                1                     13.175                         23
   11271494          CA-S                                1                       13.6                         23
   11280890          CA-S                                0                          0                          0
   11214186          CA-N                                1                      12.25                         22
   11240098          MO                                  1                     14.775                         22
   11215427          CA-S                                1                      12.75                         58
   11261195          CA-N                                1                      11.75                         23
   11275020          AZ                                  1                      12.65                         23
   11234690          MD                                  1                      13.75                         23
   11264268          DC                                  1                         13                         58
   11240132          FL                                  1                     14.675                         22
   11249337          CA-N                                1                      12.49                         23
   11254568          TX                                  1                       12.6                         22
   11264098          TX                                  1                       13.2                         23
   11264781          PA                                  1                      14.45                         22
   11274084          NV                                  1                      13.25                         23
   11275550          NV                                  1                     12.625                         23
   11227751          MI                                  1                         15                         21
   11182495          NY                                  1                      14.75                         22
   11275008          CA-N                                1                       14.3                         23
   11252472          MD                                  1                     13.375                         22
   11272889          TX                                  1                     13.175                         59
   11282765          AZ                                  1                     13.275                         23
   11243146          MD                                  1                     14.675                         22
   11252907          IL                                  1                         13                         22
   11255029          IL                                  1                       13.3                         22
   11255570          FL                                  1                       13.4                         34
   11239026          WI                                  1                     13.825                         22
   11237997          FL                                  1                     13.225                         22
   11233200          NJ                                  1                     13.675                         22
   11261810          NV                                  1                      13.75                         22
   11259143          FL                                  1                      14.25                         22
   11278445          AZ                                  1                     13.875                         22
   11232325          CO                                  1                         13                         21
   11252363          GA                                  1                      14.73                         22
   11249386          AZ                                  1                     12.575                         22
   11230870          LA                                  0                          0                          0
   11250565          CA-S                                1                     13.875                         22
   11260390          WA                                  1                       13.3                         23
   11279912          CA-S                                1                      14.24                         23
   11260499          VA                                  1                     13.625                         22
   11258275          TX                                  1                     13.225                         22
   11243920          CA-S                                1                       12.9                         22
   11223205          NY                                  1                       13.6                         21
   11205136          PA                                  1                     14.175                         22
   11239152          CA-S                                1                      13.49                         58
   11257886          CA-S                                1                         13                         22
   11256017          CA-S                                1                     13.425                         22
   11260623          TX                                  1                     13.675                         22
   11250078          CA-S                                1                       13.1                         22
   11256152          MA                                  1                      14.45                         22
   11243050          CA-S                                1                     13.925                         22
   11157311          AZ                                  1                      13.41                         31
   11243387          GA                                  1                      14.49                         22
   11256745          CA-S                                1                     13.925                         22
   11223124          FL                                  1                      13.75                         21
   11267313          CA-S                                1                     13.225                         22
   11229660          CA-S                                1                       12.2                         22
   11235797          CA-S                                1                       12.9                         22
   11257910          WA                                  1                      11.55                         23
   11218123          CA-S                                1                     13.875                         21
   11285183          MD                                  1                         13                         23
   11226413          NJ                                  1                      12.95                         22
   11244945          CA-S                                1                      12.49                         22
   11260771          CA-S                                0                          0                          0
   11271090          IN                                  0                          0                          0
   11256722          CA-S                                1                     14.325                         22
   11272607          MI                                  0                          0                          0
   11274098          WI                                  0                          0                          0
   11243625          CA-S                                1                     12.875                         22
   11240008          CA-N                                1                         13                         22
   11273900          IN                                  1                     12.125                         34
   11251388          CA-S                                1                      11.49                         23
   11259888          CA-N                                1                     13.375                         22
   11219340          MD                                  1                      12.95                         23
   11201526          IA                                  0                          0                          0
   11206831          CA-S                                1                     13.575                         21
   11242672          AZ                                  1                     13.925                         22
   11257245          TX                                  1                     14.675                         22
   11236619          CA-S                                1                      12.49                         22
   11269129          CA-S                                1                      13.15                         23
   11264139          AZ                                  1                      12.75                         23
   11271059          AZ                                  0                          0                          0
   11253658          CA-N                                1                      13.05                         22
   11253243          IL                                  1                      13.49                         23
   11265227          WA                                  1                      12.49                         23
   11263700          AZ                                  1                         13                         22
   11282562          CA-S                                1                      13.25                         23
   11228658          FL                                  1                      14.49                         22
   11250777          MN                                  1                      13.05                         22
   11279934          NY                                  1                     12.475                         23
   11254474          MD                                  1                      12.25                         23
   11269422          CT                                  1                      11.75                         23
   11258094          CA-S                                1                     12.675                         23
   11280736          CA-S                                1                     12.675                         23
   11198675          CA-S                                1                     13.925                         20
   11266554          CA-N                                1                     13.775                         23
   11221241          FL                                  1                     14.025                         22
   11238386          CA-S                                1                         13                         22
   11243884          CT                                  1                      13.05                         22
   11171617          CA-N                                1                     13.925                         23
   11174078          CA-N                                1                     11.975                         23
   11193831          MD                                  1                      13.49                         23
   11200259          CA-N                                1                      13.49                         22
   11205601          NY                                  1                      12.75                         22
   11207699          CA-N                                1                     12.425                         22
   11211312          CA-S                                1                      13.75                         22
   11213888          NV                                  1                       13.8                         22
   11214144          CA-S                                1                      12.49                         22
   11214582          WA                                  1                     13.875                         23
   11217146          MT                                  1                      13.49                         23
   11217444          AZ                                  1                      14.25                         23
   11218007          AZ                                  1                     12.375                         23
   11218247          NM                                  1                      13.49                         23
   11218696          CA-S                                1                     13.625                         22
   11218867          IL                                  1                         14                         23
   11220070          NJ                                  1                         11                         23
   11220602          FL                                  1                      13.49                         23
   11221438          ID                                  1                     14.675                         22
   11223830          MD                                  1                     13.175                         23
   11223875          FL                                  1                      12.49                         22
   11224090          CA-S                                1                      11.75                         23
   11225231          CA-S                                1                     12.875                         22
   11225761          TN                                  1                     14.325                         23
   11226184          CA-S                                1                         13                         23
   11226953          CA-S                                0                          0                          0
   11227820          CA-S                                1                     13.025                         23
   11228470          CA-S                                1                      12.49                         23
   11229188          NH                                  1                       13.6                         22
   11229217          NJ                                  1                         13                         23
   11229935          OR                                  1                         13                         23
   11230735          CA-S                                1                      12.75                         23
   11230925          NJ                                  1                      12.75                         22
   11231105          OH                                  1                     13.925                         23
   11231606          CA-S                                1                      12.99                         22
   11232135          IN                                  1                      13.49                         22
   11232252          NY                                  1                     13.325                         23
   11232733          CA-S                                1                      13.49                         23
   11233437          CA-N                                1                      12.35                         23
   11233707          CA-S                                1                      13.49                         22
   11233786          MT                                  1                     13.375                         23
   11233979          CA-S                                1                      14.25                         23
   11234004          NY                                  1                      13.15                         23
   11234147          CA-S                                1                      12.49                         22
   11234209          NY                                  1                       13.8                         22
   11234303          NJ                                  1                         14                         23
   11234374          MD                                  1                     13.375                         22
   11235378          CA-S                                1                     12.875                         23
   11235435          CA-N                                1                     12.875                         22
   11235770          NY                                  1                      12.15                         22
   11235790          VA                                  1                     12.925                         23
   11236307          CA-N                                1                     14.175                         23
   11236791          PA                                  0                          0                          0
   11236887          MA                                  1                     13.675                         23
   11237232          IL                                  1                       13.3                         23
   11238259          CA-S                                1                       14.1                         22
   11238266          ID                                  0                          0                          0
   11238407          FL                                  1                     14.675                         22
   11238416          CA-S                                1                       14.2                         22
   11238567          CA-S                                1                     12.325                         23
   11238834          MA                                  1                         13                          5
   11239298          CA-N                                1                     13.425                         22
   11239342          MD                                  1                     13.125                         22
   11239845          CA-S                                1                     13.625                         23
   11240186          NJ                                  1                      13.75                         23
   11240190          CA-S                                1                      12.75                         22
   11240217          CA-S                                1                         13                         23
   11240388          DE                                  1                       13.6                         22
   11240517          WA                                  1                       12.5                         22
   11241022          NY                                  1                     13.175                         23
   11241163          FL                                  1                       12.4                         22
   11241288          NY                                  1                      13.49                         22
   11241798          NC                                  1                       13.8                         22
   11241872          NY                                  1                      12.45                         22
   11241902          CA-S                                1                      13.49                         23
   11241926          CA-S                                1                       13.3                         22
   11241940          CA-S                                1                     13.125                         22
   11241982          WA                                  1                       13.1                         22
   11242218          MA                                  1                      12.55                         35
   11242254          AZ                                  1                      11.49                         22
   11242603          CA-S                                1                      13.49                         23
   11242699          CA-S                                1                     13.325                         22
   11242728          NJ                                  1                     14.125                         23
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   11266927          IL                                  1                      13.95                         23
   11266928          CT                                  1                      14.25                         23
   11266976          CA-S                                0                          0                          0
   11266996          FL                                  0                          0                          0
   11267035          FL                                  0                          0                          0
   11267062          CA-S                                0                          0                          0
   11267071          CA-N                                0                          0                          0
   11267169          PA                                  0                          0                          0
   11267181          IL                                  0                          0                          0
   11267226          CA-S                                1                     13.425                         23
   11267231          AZ                                  1                       14.6                         23
   11267270          CA-S                                0                          0                          0
   11267324          ID                                  0                          0                          0
   11267348          CA-S                                0                          0                          0
   11267417          NV                                  1                      12.95                         23
   11267439          CA-N                                1                     12.925                         23
   11267449          WA                                  0                          0                          0
   11267554          VA                                  0                          0                          0
   11267594          VA                                  0                          0                          0
   11267628          CA-N                                0                          0                          0
   11267666          IL                                  1                       13.2                         23
   11267682          AZ                                  1                      14.25                         23
   11267689          CO                                  0                          0                          0
   11267745          MA                                  0                          0                          0
   11267840          CA-S                                1                      12.49                         23
   11267852          WI                                  0                          0                          0
   11267910          FL                                  1                     13.485                         23
   11267915          MD                                  0                          0                          0
   11267974          FL                                  0                          0                          0
   11268038          MA                                  0                          0                          0
   11268142          IL                                  1                     14.375                         23
   11268184          CA-S                                1                      13.25                         35
   11268197          MA                                  0                          0                          0
   11268230          NJ                                  0                          0                          0
   11268253          CA-S                                1                      14.49                         23
   11268407          NY                                  1                       16.1                         24
   11268535          WA                                  0                          0                          0
   11268589          CA-S                                0                          0                          0
   11268594          FL                                  0                          0                          0
   11268597          CA-N                                1                     13.775                         23
   11268606          CA-S                                1                       13.3                         23
   11268648          MD                                  1                     15.375                         23
   11268678          CA-N                                0                          0                          0
   11268691          NV                                  0                          0                          0
   11268710          CA-S                                1                     14.675                         23
   11268712          NJ                                  0                          0                          0
   11268756          MD                                  1                       13.3                         23
   11268765          NY                                  0                          0                          0
   11268768          CA-N                                0                          0                          0
   11268788          CA-S                                0                          0                          0
   11268800          WA                                  0                          0                          0
   11268832          CA-S                                0                          0                          0
   11268875          MD                                  1                      13.14                         34
   11268900          NY                                  1                      13.49                         23
   11268914          IL                                  0                          0                          0
   11268931          WI                                  0                          0                          0
   11268934          FL                                  1                     14.325                         23
   11268995          TX                                  0                          0                          0
   11269007          CA-N                                0                          0                          0
   11269057          FL                                  1                         15                         23
   11269089          TX                                  0                          0                          0
   11269097          CA-S                                0                          0                          0
   11269301          PA                                  0                          0                          0
   11269322          FL                                  0                          0                          0
   11269333          NV                                  0                          0                          0
   11269391          MA                                  0                          0                          0
   11269449          NV                                  0                          0                          0
   11269452          CA-S                                1                     12.775                         23
   11269459          NM                                  1                      15.15                         23
   11269467          CA-S                                1                      13.05                         23
   11269468          CA-S                                1                      12.49                         23
   11269475          GA                                  0                          0                          0
   11269478          TX                                  0                          0                          0
   11269484          KY                                  1                       14.4                         23
   11269507          NJ                                  1                     12.625                         23
   11269548          MI                                  1                      13.85                         23
   11269568          NJ                                  1                         13                         23
   11269571          CA-S                                1                      14.75                         23
   11269572          NY                                  0                          0                          0
   11269649          FL                                  0                          0                          0
   11269683          MA                                  1                      13.45                         23
   11269688          CA-N                                0                          0                          0
   11269699          MA                                  1                       12.7                         23
   11269714          CA-S                                0                          0                          0
   11269719          NV                                  1                     14.185                         23
   11269784          VA                                  0                          0                          0
   11269810          CA-N                                0                          0                          0
   11269828          CA-S                                0                          0                          0
   11269829          AZ                                  0                          0                          0
   11269853          AZ                                  0                          0                          0
   11269855          CA-S                                0                          0                          0
   11269860          CA-N                                1                       12.8                         23
   11269869          NY                                  0                          0                          0
   11269916          PA                                  1                      15.49                         23
   11270022          MD                                  1                     15.025                         23
   11270101          CA-S                                1                     12.475                         23
   11270120          CA-S                                0                          0                          0
   11270212          FL                                  0                          0                          0
   11270280          NY                                  0                          0                          0
   11270330          CA-S                                1                         15                         23
   11270345          RI                                  0                          0                          0
   11270355          GA                                  1                     13.075                         23
   11270399          VA                                  0                          0                          0
   11270404          CA-S                                0                          0                          0
   11270418          MT                                  0                          0                          0
   11270455          WA                                  0                          0                          0
   11270456          CA-N                                0                          0                          0
   11270518          CA-N                                1                      12.45                         59
   11270548          NY                                  0                          0                          0
   11270555          CA-N                                0                          0                          0
   11270564          CA-S                                1                       12.8                         23
   11270705          CA-S                                0                          0                          0
   11270796          WA                                  0                          0                          0
   11270804          CA-N                                1                         13                         23
   11270856          TX                                  0                          0                          0
   11270890          MD                                  0                          0                          0
   11270955          TN                                  0                          0                          0
   11270978          CA-S                                1                     14.225                         23
   11270980          MD                                  1                     12.375                         23
   11271011          TX                                  0                          0                          0
   11271097          CA-N                                0                          0                          0
   11271104          CA-N                                1                      13.49                         23
   11271130          FL                                  1                     13.375                         23
   11271139          OK                                  0                          0                          0
   11271152          CA-S                                0                          0                          0
   11271155          CA-N                                0                          0                          0
   11271159          MD                                  1                      14.75                         23
   11271215          CA-S                                0                          0                          0
   11271243          NV                                  1                      13.15                         23
   11271505          CA-N                                1                     13.625                         23
   11271563          NY                                  0                          0                          0
   11271596          TX                                  0                          0                          0
   11271618          NY                                  1                      12.63                         35
   11271678          CA-S                                1                      12.75                         23
   11271693          MD                                  0                          0                          0
   11271720          MA                                  0                          0                          0
   11271750          CA-S                                0                          0                          0
   11271768          CA-S                                1                      15.15                         23
   11271795          WA                                  0                          0                          0
   11271808          PA                                  0                          0                          0
   11271860          KY                                  0                          0                          0
   11271884          DE                                  0                          0                          0
   11271885          CA-S                                0                          0                          0
   11271994          WA                                  1                     11.375                         59
   11272052          PA                                  0                          0                          0
   11272070          NV                                  0                          0                          0
   11272078          MA                                  0                          0                          0
   11272107          CA-S                                0                          0                          0
   11272117          TX                                  1                       13.7                         23
   11272133          NC                                  0                          0                          0
   11272229          FL                                  1                       12.9                         35
   11272242          AZ                                  0                          0                          0
   11272266          VA                                  0                          0                          0
   11272280          CA-S                                0                          0                          0
   11272338          MA                                  0                          0                          0
   11272359          FL                                  1                     12.975                         23
   11272385          WA                                  0                          0                          0
   11272453          CA-S                                1                      12.74                         23
   11272482          CO                                  1                      14.49                         23
   11272504          CA-S                                0                          0                          0
   11272516          TX                                  1                      12.75                         35
   11272547          CA-N                                0                          0                          0
   11272564          CA-S                                1                      13.15                         23
   11272583          VA                                  0                          0                          0
   11272592          CA-N                                0                          0                          0
   11272710          CA-S                                1                      15.49                         23
   11272744          MD                                  1                     13.725                         23
   11272766          CA-S                                0                          0                          0
   11272819          FL                                  0                          0                          0
   11272875          CA-S                                0                          0                          0
   11272886          TX                                  0                          0                          0
   11272903          GA                                  1                         13                         23
   11272923          NJ                                  1                      13.49                         23
   11272973          TX                                  0                          0                          0
   11272987          CA-S                                0                          0                          0
   11273092          GA                                  0                          0                          0
   11273097          MD                                  1                       13.1                         23
   11273099          CA-S                                1                       14.1                         23
   11273142          AZ                                  0                          0                          0
   11273173          CA-S                                0                          0                          0
   11273210          ID                                  0                          0                          0
   11273229          NY                                  0                          0                          0
   11273243          CA-S                                0                          0                          0
   11273280          MD                                  0                          0                          0
   11273303          CA-N                                1                     12.875                         23
   11273304          ID                                  1                     13.175                         23
   11273385          PA                                  0                          0                          0
   11273404          TX                                  0                          0                          0
   11273428          AZ                                  1                     12.275                         23
   11273465          MD                                  0                          0                          0
   11273503          NH                                  0                          0                          0
   11273504          NJ                                  0                          0                          0
   11273513          DE                                  0                          0                          0
   11273583          CA-S                                1                       12.7                         23
   11273665          NV                                  1                         12                         23
   11273733          CA-N                                0                          0                          0
   11273747          CA-S                                1                      12.49                         23
   11273785          OH                                  0                          0                          0
   11273832          MD                                  0                          0                          0
   11273844          CA-S                                0                          0                          0
   11273853          LA                                  0                          0                          0
   11273905          NH                                  0                          0                          0
   11273920          TX                                  1                         13                         23
   11274068          CA-S                                0                          0                          0
   11274189          CA-S                                1                     13.875                         23
   11274264          CA-S                                0                          0                          0
   11274291          IL                                  0                          0                          0
   11274294          CA-S                                0                          0                          0
   11274350          ME                                  0                          0                          0
   11274363          NJ                                  1                      14.85                         23
   11274365          MD                                  1                     14.176                         23
   11274422          MD                                  0                          0                          0
   11274440          IL                                  1                      14.49                         23
   11274452          CA-S                                1                       13.3                         23
   11274464          TX                                  0                          0                          0
   11274532          VA                                  1                     13.175                         23
   11274619          CA-S                                1                     14.176                         23
   11274645          CA-S                                0                          0                          0
   11274679          CA-S                                0                          0                          0
   11274741          CA-S                                1                     12.225                         23
   11274770          IL                                  0                          0                          0
   11274783          AZ                                  0                          0                          0
   11274823          AZ                                  1                      13.49                         23
   11274831          GA                                  1                      12.99                         23
   11274833          NV                                  0                          0                          0
   11274848          CA-S                                1                         12                         23
   11274980          CA-S                                1                      13.49                         23
   11275035          CA-N                                0                          0                          0
   11275163          TX                                  0                          0                          0
   11275190          CA-S                                1                         13                         23
   11275234          VA                                  0                          0                          0
   11275235          NV                                  0                          0                          0
   11275280          TX                                  0                          0                          0
   11275420          CA-S                                0                          0                          0
   11275472          CA-S                                0                          0                          0
   11275547          CA-S                                0                          0                          0
   11275568          MD                                  0                          0                          0
   11275594          CA-S                                1                     12.775                         23
   11275645          CA-S                                0                          0                          0
   11275660          NJ                                  1                      12.99                         23
   11275713          MD                                  1                     12.978                         23
   11275721          MD                                  0                          0                          0
   11275748          VA                                  1                     13.725                         23
   11275772          FL                                  0                          0                          0
   11275780          PA                                  1                     13.125                         23
   11275796          WA                                  1                      12.75                         59
   11275834          NV                                  0                          0                          0
   11275855          FL                                  0                          0                          0
   11275902          CA-S                                0                          0                          0
   11275914          TX                                  0                          0                          0
   11276038          TX                                  1                      14.85                         23
   11276075          MA                                  0                          0                          0
   11276138          NY                                  1                      12.49                         23
   11276214          CA-S                                0                          0                          0
   11276226          ID                                  0                          0                          0
   11276430          MO                                  0                          0                          0
   11276480          GA                                  1                      15.49                         23
   11276512          CA-S                                0                          0                          0
   11276517          FL                                  0                          0                          0
   11276594          CA-S                                0                          0                          0
   11276677          OK                                  0                          0                          0
   11276876          NY                                  0                          0                          0
   11276888          CO                                  0                          0                          0
   11276889          CA-S                                1                         13                         23
   11276954          WA                                  1                     12.125                         23
   11276957          CA-N                                1                      11.75                         23
   11277052          FL                                  0                          0                          0
   11277153          VA                                  0                          0                          0
   11277228          PA                                  0                          0                          0
   11277346          CA-S                                0                          0                          0
   11277488          CA-S                                0                          0                          0
   11277620          FL                                  0                          0                          0
   11277734          CA-S                                1                       13.4                         23
   11277833          CA-S                                0                          0                          0
   11277846          WA                                  0                          0                          0
   11277930          CT                                  1                      13.49                         23
   11277965          CA-S                                1                       13.4                          5
   11278083          VA                                  0                          0                          0
   11278149          CA-S                                0                          0                          0
   11278247          CA-S                                1                       13.4                         35
   11278253          CA-S                                0                          0                          0
   11278284          MD                                  1                     14.875                         23
   11278315          VA                                  0                          0                          0
   11278387          CA-N                                0                          0                          0
   11278423          MA                                  1                      13.04                         23
   11278474          TX                                  0                          0                          0
   11278550          MT                                  0                          0                          0
   11278599          FL                                  1                     12.875                         23
   11278664          CA-S                                0                          0                          0
   11278688          TX                                  0                          0                          0
   11278697          WA                                  0                          0                          0
   11278748          CA-N                                1                       12.9                         23
   11278860          FL                                  1                     13.075                         59
   11278884          CA-S                                0                          0                          0
   11278892          CA-S                                1                      12.49                         23
   11278893          CA-S                                0                          0                          0
   11278894          NJ                                  1                       12.5                         23
   11278906          AZ                                  0                          0                          0
   11279012          TX                                  0                          0                          0
   11279019          VA                                  0                          0                          0
   11279040          NH                                  1                       13.5                         23
   11279054          CT                                  0                          0                          0
   11279120          VA                                  0                          0                          0
   11279126          CA-S                                0                          0                          0
   11279182          CA-S                                1                      13.35                         23
   11279268          ND                                  0                          0                          0
   11279377          CA-S                                0                          0                          0
   11279825          TX                                  0                          0                          0
   11279872          MD                                  1                     12.801                         23
   11279883          FL                                  0                          0                          0
   11279898          NY                                  0                          0                          0
   11279901          WA                                  0                          0                          0
   11280134          CA-S                                0                          0                          0
   11280291          CA-S                                1                     14.625                         23
   11280488          NC                                  1                     14.625                         35
   11280616          NV                                  1                     14.025                         23
   11280662          TX                                  0                          0                          0
   11280702          FL                                  0                          0                          0
   11280733          CA-S                                0                          0                          0
   11280747          DC                                  1                     13.875                         23
   11280792          CA-S                                1                      12.95                         59
   11280843          NH                                  0                          0                          0
   11280904          CA-N                                0                          0                          0
   11280973          CA-S                                0                          0                          0
   11281009          CA-S                                0                          0                          0
   11281014          CT                                  0                          0                          0
   11281030          TX                                  0                          0                          0
   11281039          MA                                  0                          0                          0
   11281121          MA                                  0                          0                          0
   11281193          CT                                  0                          0                          0
   11281206          VA                                  0                          0                          0
   11281367          CA-S                                0                          0                          0
   11281435          TX                                  0                          0                          0
   11281474          TX                                  1                     13.175                         23
   11281522          FL                                  0                          0                          0
   11281723          MA                                  0                          0                          0
   11281757          FL                                  0                          0                          0
   11281825          NJ                                  0                          0                          0
   11281886          CA-N                                0                          0                          0
   11281965          CA-S                                0                          0                          0
   11282002          TX                                  0                          0                          0
   11282005          CA-S                                0                          0                          0
   11282125          CA-S                                0                          0                          0
   11282202          DE                                  0                          0                          0
   11282234          NY                                  0                          0                          0
   11282269          CA-S                                1                     13.375                         23
   11282311          AZ                                  0                          0                          0
   11282326          KS                                  0                          0                          0
   11282447          CA-S                                0                          0                          0
   11282617          NY                                  0                          0                          0
   11282642          MA                                  1                         13                         59
   11282649          VA                                  0                          0                          0
   11282699          MD                                  0                          0                          0
   11282735          NY                                  0                          0                          0
   11283014          NY                                  0                          0                          0
   11283031          PA                                  0                          0                          0
   11283079          FL                                  0                          0                          0
   11283183          CA-N                                1                      14.15                         23
   11283396          NJ                                  0                          0                          0
   11283405          CA-N                                0                          0                          0
   11283525          NY                                  1                      13.75                         23
   11283544          CA-S                                0                          0                          0
   11283547          CA-S                                1                      13.75                         23
   11283606          VA                                  0                          0                          0
   11283615          CA-S                                1                      12.25                         23
   11283642          CA-S                                1                     13.875                         23
   11283707          FL                                  0                          0                          0
   11283930          MS                                  1                       14.1                         23
   11284089          NV                                  0                          0                          0
   11284170          MA                                  0                          0                          0
   11284237          CA-S                                0                          0                          0
   11284690          NJ                                  0                          0                          0
   11284803          CA-N                                0                          0                          0
   11284832          CA-S                                0                          0                          0
   11284917          NJ                                  0                          0                          0
   11285032          CA-N                                1                      13.75                         23
   11285050          FL                                  0                          0                          0
   11285143          VA                                  0                          0                          0
   11285532          MD                                  1                      14.25                         23
   11285983          TX                                  0                          0                          0
   11286176          OH                                  0                          0                          0
   11286643          CA-S                                0                          0                          0
   11286668          CT                                  0                          0                          0
   11286826          ID                                  0                          0                          0
   11286911          CA-S                                0                          0                          0
   11287295          AZ                                  1                     12.225                         24
   11287621          PA                                  0                          0                          0
   11287862          VA                                  0                          0                          0
   11288254          DC                                  0                          0                          0
   11288259          TX                                  0                          0                          0
   11290205          VA                                  0                          0                          0
   11256058          GA                                  1                     13.375                         23
   11256866          VA                                  1                         13                         23
   11258188          OH                                  1                      13.65                         23
   11201529          IA                                  0                          0                          0
   11232701          TX                                  0                          0                          0
   11234210          NY                                  0                          0                          0
   11234723          NV                                  0                          0                          0
   11236121          CA-S                                0                          0                          0
   11245146          AZ                                  1                       13.6                         22
   11245512          CA-S                                1                     13.025                         23
   11245551          GA                                  0                          0                          0
   11245655          FL                                  1                       14.9                         22
   11247056          WA                                  0                          0                          0
   11248690          NY                                  0                          0                          0
   11249059          IL                                  1                     12.975                         22
   11249653          RI                                  0                          0                          0
   11250125          IL                                  0                          0                          0
   11252928          IL                                  0                          0                          0
   11255011          NY                                  0                          0                          0
   11256869          VA                                  0                          0                          0
   11257275          NV                                  1                       14.1                         22
   11262835          MD                                  0                          0                          0
   11271196          CA-S                                1                     13.275                         23
   11275225          OH                                  0                          0                          0
   11275295          CA-S                                0                          0                          0
   11251101          NY                                  0                          0                          0



LOANID                  VALUE OF THE MORTGAGED PROPERTY      OWNER OCCUPIED CODE          PREPAYMENT CODE            PRODUCT TYPE
 ----                  -------------------------------      -------------------          ---------------            ------------
   11216962                      475,000.00                         P                           Y                      F30
   11279446                      509,250.00                         P                           Y                      IOA2/6
   11248818                      435,000.00                         P                           Y                      A2/6 B30/40
   11264124                      675,000.00                         P                           Y                      IOA2/6
   11240267                       87,000.00                         P                           Y                      A2/6
   11257801                      330,000.00                         P                           Y                      A2/6 B30/40
   11248624                      155,000.00                         P                           N                      A2/6
   11247960                      320,000.00                         P                           N                      IOA2/6
   11263734                      115,000.00                         P                           Y                      A2/6
   11252425                      257,000.00                         P                           Y                      A2/6
   11260053                      135,000.00                         P                           Y                      IOA2/6
   11259189                      276,000.00                         P                           N                      A2/6
   11261530                      320,000.00                         P                           Y                      IOA2/6
   11265145                      420,000.00                         P                           N                      IOA5/6
   11257720                      350,000.00                         P                           N                      A2/6
   11253829                      398,000.00                         P                           Y                      IOA2/6
   11247493                      832,000.00                         P                           Y                      IOA5/6
   11261593                      465,000.00                         P                           Y                      A2/6
   11244353                      670,000.00                         P                           Y                      A2/6
   11265062                      576,000.00                         P                           Y                      A2/6 B30/40
   11251411                      591,000.00                         P                           Y                      IOA2/6
   11120826                    1,200,000.00                         P                           Y                      A2/6 B30/40
   11222348                      450,000.00                         P                           Y                      A2/6
   11240224                      100,000.00                         P                           Y                      A2/6
   11251293                      160,000.00                         I                           Y                      A2/6
   11256092                      365,000.00                         P                           N                      A2/6
   11256243                      196,500.00                         P                           Y                      A2/6 B30/40
   11260429                      160,000.00                         I                           Y                      A2/6
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   11252911                       87,500.00                         P                           Y                      A2/6 B30/40
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   11252979                      500,000.00                         P                           N                      A2/6
   11253017                      278,500.00                         P                           N                      A2/6 B30/40
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   11254515                      275,000.00                         P                           Y                      IOA2/6
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   11265250                      189,000.00                         P                           N                      A2/6
   11265262                      263,000.00                         P                           Y                      A2/6
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   11252369                       54,000.00                         P                           Y                      A2/6
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   11252395                      550,000.00                         P                           N                      F30
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   11252465                      850,000.00                         P                           N                      F30
   11252477                      290,000.00                         P                           Y                      A2/6
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   11252556                      309,000.00                         P                           Y                      B15/30
   11252615                      106,000.00                         P                           Y                      F30
   11252629                      300,000.00                         P                           Y                      A2/6 B30/40
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   11252673                       95,000.00                         P                           Y                      A2/6
   11252682                      310,000.00                         P                           N                      B15/30
   11252702                      700,000.00                         P                           N                      A2/6 B30/40
   11252716                      228,000.00                         P                           Y                      F30
   11252724                      300,000.00                         P                           N                      F30
   11252749                      205,000.00                         P                           N                      B15/30
   11252758                      285,000.00                         P                           Y                      A2/6 B30/40
   11252799                      252,000.00                         P                           Y                      B15/30
   11252809                      246,000.00                         P                           Y                      B15/30
   11252820                      312,000.00                         P                           Y                      A2/6
   11252847                      195,000.00                         P                           N                      F15
   11252879                      500,000.00                         P                           N                      A2/6 B30/40
   11252904                      320,000.00                         P                           Y                      A2/6 B30/40
   11252910                      195,000.00                         P                           Y                      B15/30
   11252918                      155,000.00                         P                           N                      B15/30
   11252933                      335,000.00                         P                           N                      A2/6
   11252934                      350,000.00                         P                           N                      IOA2/6
   11253020                      278,500.00                         P                           N                      B15/30
   11253036                      400,000.00                         P                           N                      IOA2/6
   11253148                      197,950.00                         P                           N                      B15/30
   11253170                      530,000.00                         P                           Y                      B15/30
   11253226                      225,000.00                         P                           Y                      B15/30
   11253246                      310,000.00                         P                           N                      B15/30
   11253248                       75,100.00                         P                           Y                      A2/6
   11253259                      679,900.00                         P                           N                      A2/6
   11253280                      727,000.00                         P                           N                      IOA2/6
   11253331                      185,000.00                         P                           N                      B15/30
   11253347                      155,000.00                         P                           Y                      A3/6 B30/40
   11253352                      185,000.00                         P                           N                      A2/6
   11253371                       70,000.00                         P                           N                      B15/30
   11253403                      157,000.00                         P                           Y                      A2/6
   11253409                      310,000.00                         P                           Y                      B15/30
   11253442                      250,000.00                         P                           N                      B15/30
   11253470                      317,000.00                         P                           Y                      A2/6 B30/40
   11253507                      330,000.00                         P                           Y                      A2/6 B30/40
   11253526                      450,000.00                         P                           Y                      A2/6 B30/40
   11253593                      285,000.00                         P                           N                      IOA2/6
   11253659                      282,600.00                         S                           Y                      B15/30
   11253687                      385,000.00                         P                           N                      IOA2/6
   11253730                      240,000.00                         P                           Y                      A2/6
   11253739                      220,000.00                         P                           N                      A2/6
   11253756                      355,000.00                         P                           Y                      A2/6 B30/40
   11253772                      465,000.00                         P                           N                      IOA2/6
   11253802                      870,000.00                         P                           N                      A2/6 B30/40
   11253810                      290,000.00                         P                           N                      IOA2/6
   11253837                      150,000.00                         P                           N                      A3/6
   11253843                      176,000.00                         P                           Y                      B15/30
   11253848                      395,000.00                         P                           Y                      IOA5/6
   11253893                      128,000.00                         P                           N                      A2/6
   11253904                      132,000.00                         P                           N                      A2/6
   11253913                      322,500.00                         P                           Y                      A3/6
   11253977                      490,000.00                         P                           Y                      A2/6 B30/40
   11253983                      420,000.00                         P                           Y                      A2/6 B30/40
   11253992                      215,000.00                         P                           N                      A2/6
   11254004                      100,000.00                         P                           Y                      F30
   11254036                      315,000.00                         P                           Y                      B15/30
   11254038                      460,000.00                         P                           N                      A2/6 B30/40
   11254042                      555,000.00                         P                           N                      A2/6
   11254048                      640,000.00                         P                           N                      B15/30
   11254095                      480,000.00                         P                           N                      IOA2/6
   11254157                      790,000.00                         P                           Y                      B15/30
   11254169                      191,000.00                         P                           N                      B15/30
   11254180                      445,000.00                         P                           N                      B15/30
   11254188                      310,000.00                         P                           Y                      A2/6 B30/40
   11254216                      167,000.00                         P                           N                      A2/6
   11254218                      604,000.00                         S                           N                      B15/30
   11254232                      215,000.00                         P                           Y                      A2/6
   11254241                      203,000.00                         P                           Y                      A2/6
   11254284                      415,000.00                         P                           N                      A2/6
   11254310                      540,000.00                         S                           N                      IOA2/6
   11254337                      240,000.00                         P                           N                      A2/6
   11254370                       47,700.00                         P                           Y                      F30
   11254406                      330,000.00                         P                           Y                      B15/30
   11254426                      197,000.00                         P                           N                      A2/6
   11254440                      370,000.00                         P                           N                      A2/6
   11254462                      300,000.00                         P                           N                      F15
   11254476                      420,000.00                         P                           N                      B15/30
   11254516                      275,000.00                         P                           Y                      B15/30
   11254518                      385,000.00                         P                           N                      IOA2/6
   11254528                      144,900.00                         S                           N                      A5/6
   11254535                      338,000.00                         P                           Y                      B15/30
   11254569                      239,365.00                         P                           N                      B15/30
   11254580                      640,000.00                         P                           N                      B15/30
   11254596                      280,000.00                         P                           Y                      B15/30
   11254599                      333,000.00                         P                           Y                      A2/6 B30/40
   11254610                      445,000.00                         P                           Y                      A2/6 B30/40
   11254622                      190,000.00                         P                           N                      F30
   11254652                      262,500.00                         P                           Y                      A2/6 B30/40
   11254657                      275,000.00                         P                           Y                      B15/30
   11254666                      367,300.00                         P                           N                      B15/30
   11254692                       76,000.00                         P                           Y                      A2/6
   11254725                      499,000.00                         P                           Y                      B15/30
   11254769                      306,000.00                         P                           N                      A3/6 B30/40
   11254772                      310,000.00                         P                           N                      B15/30
   11254785                      202,000.00                         P                           N                      B15/30
   11254791                      494,000.00                         P                           Y                      B15/30
   11254807                      700,000.00                         P                           Y                      A5/6
   11254815                      395,000.00                         P                           Y                      A2/6
   11254819                      565,000.00                         P                           N                      B15/30
   11254857                      480,000.00                         I                           N                      A2/6
   11254891                      285,000.00                         P                           N                      A3/6
   11254892                      149,900.00                         P                           Y                      B15/30
   11254934                      129,900.00                         P                           Y                      B15/30
   11254948                      360,000.00                         P                           N                      B15/30
   11254954                      168,000.00                         P                           Y                      B15/30
   11254976                      475,000.00                         P                           N                      A2/6 B30/40
   11254994                      235,000.00                         P                           N                      A2/6 B30/40
   11254995                      395,624.00                         P                           Y                      B15/30
   11254996                      125,000.00                         P                           N                      B15/30
   11255013                      159,200.00                         I                           N                      A2/6
   11255020                      295,000.00                         P                           Y                      B15/30
   11255042                      370,000.00                         P                           Y                      A2/6
   11255043                      281,000.00                         P                           Y                      A2/6 B30/40
   11255045                      355,000.00                         P                           N                      B15/30
   11255049                      210,000.00                         P                           N                      IOA2/6
   11255132                       87,000.00                         P                           N                      B15/30
   11255137                      220,000.00                         P                           Y                      B15/30
   11255182                      440,000.00                         P                           Y                      A2/6 B30/40
   11255183                      161,000.00                         P                           Y                      F30
   11255189                      341,000.00                         P                           N                      B15/30
   11255196                      660,000.00                         P                           Y                      A2/6
   11255209                      130,000.00                         P                           Y                      A2/6
   11255218                      175,000.00                         P                           Y                      B15/30
   11255222                      344,900.00                         P                           N                      B15/30
   11255223                       52,500.00                         I                           Y                      A2/6
   11255236                      280,000.00                         P                           Y                      A2/6 B30/40
   11255248                      263,000.00                         P                           N                      B15/30
   11255269                       96,000.00                         P                           Y                      B15/30
   11255270                      193,500.00                         P                           N                      A2/6
   11255271                      401,000.00                         P                           N                      B15/30
   11255274                      535,000.00                         P                           Y                      B15/30
   11255284                      132,000.00                         P                           Y                      B15/30
   11255286                      215,000.00                         P                           Y                      A2/6
   11255292                      171,000.00                         I                           Y                      A2/6
   11255293                      305,000.00                         P                           N                      A2/6
   11255300                      285,000.00                         P                           Y                      IOA2/6
   11255308                      219,000.00                         P                           Y                      B15/30
   11255324                      620,000.00                         P                           N                      B15/30
   11255326                      620,000.00                         P                           Y                      IOA2/6
   11255333                      190,000.00                         P                           Y                      A2/6
   11255354                      264,000.00                         P                           Y                      A2/6
   11255402                       70,000.00                         P                           N                      B15/30
   11255407                      167,000.00                         P                           Y                      A2/6
   11255413                      390,000.00                         P                           N                      F30
   11255447                      780,000.00                         P                           N                      B15/30
   11255507                      390,000.00                         P                           N                      A2/6 B30/40
   11255530                      830,000.00                         P                           Y                      B15/30
   11255550                      450,000.00                         P                           Y                      A2/6
   11255571                      136,000.00                         P                           Y                      B15/30
   11255636                    1,000,000.00                         P                           Y                      A2/6
   11255643                      425,000.00                         P                           Y                      A2/6
   11255680                      295,000.00                         P                           N                      B15/30
   11255681                      185,000.00                         P                           Y                      A2/6
   11255689                      456,300.00                         P                           N                      B15/30
   11255694                      385,000.00                         P                           Y                      IOA2/6
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   11255724                      245,000.00                         P                           Y                      A2/6 B30/40
   11255744                      280,000.00                         P                           N                      B15/30
   11255750                      665,000.00                         P                           Y                      A2/6 B30/40
   11255754                      768,000.00                         P                           N                      B15/30
   11255766                      210,000.00                         P                           N                      B15/30
   11255777                      309,927.00                         P                           N                      B15/30
   11255780                      490,000.00                         P                           Y                      A2/6 B30/40
   11255785                      410,000.00                         P                           N                      B15/30
   11255805                      240,000.00                         P                           Y                      B15/30
   11255810                      470,000.00                         P                           Y                      A2/6 B30/40
   11255853                      155,000.00                         P                           Y                      A2/6
   11255856                      203,000.00                         P                           Y                      B15/30
   11255865                      225,000.00                         P                           Y                      A3/6 B30/40
   11255879                      500,000.00                         P                           Y                      IOA2/6
   11255910                      300,000.00                         P                           Y                      B15/30
   11255918                      300,000.00                         P                           Y                      IOA2/6
   11255981                      459,000.00                         P                           Y                      B15/30
   11255996                      483,000.00                         P                           Y                      B15/30
   11256018                      287,000.00                         P                           Y                      B15/30
   11256028                      448,000.00                         P                           N                      B15/30
   11256059                      285,000.00                         P                           Y                      A2/6 B30/40
   11256084                       85,000.00                         X                           X                      X0/0
   00000000                      000,000.00                         X                           X                      X0/0 X00/00
   11256097                      380,000.00                         P                           N                      A2/6
   11256109                      126,000.00                         P                           N                      A2/6
   11256138                       68,000.00                         P                           Y                      A2/6
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   11256169                      215,000.00                         P                           N                      IOA2/6
   11256186                      228,000.00                         P                           N                      A2/6
   11256203                       65,720.00                         P                           N                      B15/30
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   11256323                      505,000.00                         I                           Y                      A2/6
   11256341                      275,000.00                         P                           Y                      A2/6 B30/40
   11256381                      162,000.00                         P                           N                      B15/30
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   11256408                      610,000.00                         P                           Y                      F30
   11256409                      450,000.00                         P                           Y                      A2/6 B30/40
   11256414                      155,000.00                         P                           Y                      A2/6
   11256453                      125,000.00                         P                           N                      B15/30
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   11256470                      305,000.00                         P                           Y                      B15/30
   11256481                      565,000.00                         P                           N                      B15/30
   11256533                      497,500.00                         P                           N                      IOA5/6
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   11256560                      240,000.00                         P                           N                      A2/6
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   11256576                      490,000.00                         P                           Y                      B15/30
   11256608                      158,000.00                         P                           N                      B15/30
   11256623                      645,000.00                         P                           N                      B15/30
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   11256650                      135,000.00                         P                           Y                      A2/6 B30/40
   11256651                      260,000.00                         P                           Y                      B15/30
   11256652                      335,000.00                         P                           Y                      IOA2/6
   11256688                      625,000.00                         P                           N                      B30/40
   11256704                      145,000.00                         P                           Y                      A2/6
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   11256729                      235,000.00                         P                           N                      B15/30
   11256749                      330,000.00                         P                           Y                      B15/30
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   11256802                      238,900.00                         P                           Y                      B15/30
   11256815                      242,000.00                         I                           Y                      A2/6
   11256816                      316,000.00                         P                           N                      F30
   11256873                      142,000.00                         P                           N                      B15/30
   11256879                      400,000.00                         P                           N                      A2/6 B30/40
   11256938                      370,000.00                         S                           N                      B15/30
   11256973                      245,600.00                         P                           N                      B15/30
   11256986                      760,000.00                         P                           Y                      A2/6 B30/40
   11257012                      250,000.00                         P                           N                      IOA2/6
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   11257052                      300,000.00                         P                           Y                      F30
   11257063                      250,000.00                         P                           Y                      F30
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   11257114                      314,000.00                         P                           Y                      B15/30
   11257155                      585,000.00                         P                           N                      B15/30
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   11257233                      170,000.00                         S                           N                      B15/30
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   11257418                      400,000.00                         P                           Y                      IOA2/6
   11257419                      275,000.00                         P                           Y                      A2/6 B30/40
   11257428                      215,000.00                         P                           Y                      B15/30
   11257449                      330,000.00                         P                           N                      A2/6
   11257454                      170,000.00                         P                           N                      B15/30
   11257467                      225,000.00                         P                           Y                      IOA2/6
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   11257526                      162,000.00                         P                           N                      A2/6 B30/40
   11257537                      210,000.00                         P                           N                      A2/6 B30/40
   11257544                      235,000.00                         P                           Y                      B15/30
   11257579                      295,000.00                         P                           Y                      B15/30
   11257616                      245,000.00                         P                           Y                      A2/6 B30/40
   11257634                      270,000.00                         P                           Y                      B15/30
   11257664                      468,000.00                         P                           Y                      IOA3/6
   11257669                       87,000.00                         S                           Y                      IOA2/6
   11257704                      388,000.00                         P                           Y                      B15/30
   11257723                      529,000.00                         P                           Y                      B15/30
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   11257759                      480,000.00                         P                           Y                      B15/30
   11257761                      225,000.00                         P                           Y                      A2/6 B30/40
   11257762                      142,000.00                         P                           Y                      A2/6
   11257781                      345,000.00                         P                           Y                      B15/30
   11257790                      470,000.00                         P                           Y                      B15/30
   11257808                      300,000.00                         S                           Y                      IOA2/6
   11257824                      510,000.00                         P                           Y                      A2/6
   11257826                      300,000.00                         P                           Y                      B15/30
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   11257907                      345,000.00                         P                           Y                      A2/6 B30/40
   11257911                      297,000.00                         P                           Y                      B15/30
   11257912                      830,000.00                         P                           Y                      IOA5/6
   11257914                      879,950.00                         P                           N                      B15/30
   11257930                      300,000.00                         P                           N                      A2/6
   11257993                      615,000.00                         P                           N                      A2/6
   11257999                      480,000.00                         P                           Y                      A2/6 B30/40
   11258028                      260,000.00                         P                           Y                      F30
   11258066                      545,000.00                         P                           Y                      B15/30
   11258080                       81,000.00                         P                           N                      B15/30
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   11258144                      285,000.00                         P                           N                      A3/6
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   11258208                      150,000.00                         P                           Y                      A2/6
   11258218                      338,000.00                         P                           N                      B15/30
   11258219                      725,000.00                         P                           N                      A2/6
   11258221                      226,000.00                         P                           Y                      B15/30
   11258231                      393,967.00                         P                           N                      B15/30
   11258272                      260,000.00                         P                           N                      A2/6
   11258277                      225,292.00                         P                           N                      B15/30
   11258282                      170,500.00                         P                           Y                      B15/30
   11258289                      155,000.00                         S                           N                      A5/6
   11258301                      208,000.00                         P                           Y                      A2/6 B30/40
   11258326                      100,000.00                         P                           N                      A2/6
   11258348                      675,000.00                         P                           N                      B15/30
   11258361                       92,500.00                         P                           Y                      A2/6
   11258387                      298,000.00                         P                           N                      B15/30
   11258389                      410,000.00                         P                           Y                      A5/6
   11258392                      650,000.00                         P                           N                      A2/6
   11258428                      550,000.00                         P                           N                      A3/6
   11258442                      115,000.00                         P                           N                      B15/30
   11258448                      345,000.00                         P                           Y                      B15/30
   11258522                      335,000.00                         P                           Y                      A2/6 B30/40
   11258526                      145,000.00                         P                           N                      B15/30
   11258527                      346,000.00                         P                           Y                      F30
   11258551                      172,000.00                         S                           Y                      B15/30
   11258562                      335,000.00                         P                           N                      AM6
   11258580                      475,000.00                         P                           Y                      A2/6 B30/40
   11258585                      525,000.00                         P                           Y                      B15/30
   11258623                      148,000.00                         P                           Y                      A3/6 B30/40
   11258632                      456,528.00                         P                           N                      B15/30
   11258642                      590,000.00                         P                           Y                      B15/30
   11258647                      280,000.00                         P                           N                      A2/6
   11258670                      288,000.00                         P                           N                      B15/30
   11258672                      172,000.00                         I                           N                      A2/6
   11258682                      409,900.00                         P                           N                      A2/6
   11258689                      188,000.00                         P                           Y                      B15/30
   11258748                      930,000.00                         P                           Y                      A2/6 B30/40
   11258777                      385,000.00                         P                           N                      B15/30
   11258779                      385,000.00                         P                           Y                      B15/30
   11258784                      625,000.00                         P                           Y                      B15/30
   11258845                      900,000.00                         P                           Y                      IOA2/6
   11258864                      100,000.00                         I                           Y                      A2/6
   11258875                      157,500.00                         P                           N                      B15/30
   11258877                      101,000.00                         I                           Y                      A2/6
   11258888                       94,000.00                         P                           Y                      A3/6
   11258894                      190,000.00                         P                           Y                      A2/6 B30/40
   11258897                      700,000.00                         P                           Y                      A2/6 B30/40
   11258912                      585,000.00                         P                           Y                      B15/30
   11258921                      460,000.00                         P                           Y                      A2/6 B30/40
   11258931                      362,052.00                         P                           N                      B15/30
   11258956                      235,000.00                         P                           N                      B15/30
   11258966                      555,000.00                         P                           N                      B15/30
   11258981                      195,000.00                         P                           N                      A2/6
   11259012                      133,000.00                         P                           N                      F30
   11259035                      630,000.00                         P                           Y                      A2/6
   11259037                      495,000.00                         P                           N                      A2/6
   11259041                      126,000.00                         P                           N                      A2/6
   11259070                      246,910.00                         P                           Y                      B15/30
   11259085                      225,000.00                         P                           N                      A2/6
   11259100                      650,000.00                         I                           N                      A2/6
   11259148                      135,000.00                         I                           N                      A2/6
   11259150                       77,900.00                         P                           Y                      B15/30
   11259152                      220,000.00                         P                           Y                      B15/30
   11259160                      579,000.00                         P                           Y                      IOA2/6
   11259178                      318,500.00                         P                           N                      B15/30
   11259186                      122,000.00                         I                           Y                      F30
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   11259987                      142,000.00                         X                           X                      X0/0
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   11264342                      670,000.00                         P                           Y                      B15/30
   11264343                      280,000.00                         P                           Y                      A3/6 B30/40
   11264357                       87,000.00                         P                           Y                      A2/6
   11264373                      315,000.00                         P                           N                      B15/30
   11264378                      175,000.00                         P                           Y                      A2/6
   11264379                      355,000.00                         P                           N                      B15/30
   11264396                      370,000.00                         P                           Y                      B15/30
   11264398                      305,000.00                         P                           Y                      B15/30
   11264413                      258,950.00                         P                           N                      B15/30
   11264414                      476,000.00                         P                           Y                      B30/40
   11264423                      149,750.00                         P                           N                      B15/30
   11264495                      309,000.00                         P                           Y                      B15/30
   11264498                      325,000.00                         P                           Y                      A3/6 B30/40
   11264500                      226,000.00                         S                           Y                      B15/30
   11264503                      195,000.00                         P                           Y                      F30
   11264522                      465,000.00                         P                           Y                      B15/30
   11264562                      410,000.00                         P                           N                      A2/6
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   11264585                      549,900.00                         P                           N                      B15/30
   11264588                      303,000.00                         P                           N                      F20
   11264591                      590,000.00                         P                           Y                      IOA2/6
   11264598                      140,000.00                         P                           Y                      A2/6
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   11264615                      146,000.00                         P                           N                      F30
   11264622                      228,000.00                         P                           Y                      A2/6
   11264632                      165,000.00                         P                           Y                      F20
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   11264680                      265,000.00                         P                           N                      B15/30
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   11264710                      158,000.00                         P                           Y                      B15/30
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   11264782                      176,085.00                         P                           N                      B15/30
   11264794                       75,000.00                         P                           Y                      F30
   11264810                      495,000.00                         P                           N                      B15/30
   11264815                      540,000.00                         P                           Y                      IOA2/6
   11264817                      550,000.00                         P                           Y                      IOA3/6
   11264826                       64,000.00                         P                           N                      B15/30
   11264857                      275,000.00                         P                           Y                      A2/6
   11264885                      114,500.00                         P                           N                      B15/30
   11264887                      850,000.00                         P                           Y                      B15/30
   11264890                      435,000.00                         P                           N                      B15/30
   11264902                      323,000.00                         P                           Y                      A2/6 B30/40
   11264909                      394,000.00                         S                           N                      B15/30
   11264927                      505,000.00                         P                           Y                      B15/30
   11264954                      615,000.00                         P                           Y                      B15/30
   11264958                      257,000.00                         P                           Y                      B15/30
   11264965                      186,000.00                         P                           Y                      A3/6 B30/40
   11264970                      433,000.00                         P                           Y                      B15/30
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   11265026                      510,000.00                         P                           Y                      IOA2/6
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   11265071                      365,000.00                         P                           Y                      B15/30
   11265077                      283,000.00                         P                           Y                      B15/30
   11265089                      535,000.00                         P                           N                      B15/30
   11265096                      278,000.00                         P                           N                      IOA5/6
   11265103                      675,000.00                         P                           N                      B15/30
   11265104                      305,000.00                         P                           Y                      IOA2/6
   11265106                      190,000.00                         P                           Y                      A2/6
   11265107                      140,000.00                         P                           Y                      A2/6
   11265113                      225,000.00                         P                           N                      B15/30
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   11265132                      255,000.00                         P                           Y                      F30
   11265137                      426,000.00                         P                           Y                      B15/30
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   11265216                      590,000.00                         P                           Y                      IOA5/6
   11265221                      685,000.00                         P                           Y                      A2/6 B30/40
   11265229                      343,815.00                         I                           N                      A2/6
   11265235                      320,000.00                         P                           N                      B15/30
   11265244                      193,500.00                         P                           Y                      A2/6 B30/40
   11265253                      189,000.00                         P                           N                      B15/30
   11265259                      263,000.00                         P                           N                      B15/30
   11265268                      375,000.00                         P                           N                      B15/30
   11265276                      727,000.00                         S                           N                      B15/30
   11265278                      460,000.00                         P                           Y                      B15/30
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   11265300                      375,000.00                         P                           N                      B15/30
   11265322                      345,000.00                         P                           Y                      B15/30
   11265342                      165,900.00                         P                           Y                      B15/30
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   11265437                      205,000.00                         P                           Y                      B15/30
   11265443                      210,000.00                         P                           Y                      A2/6
   11265468                      262,500.00                         P                           N                      B15/30
   11265492                      165,000.00                         P                           Y                      A2/6
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   11265514                      595,000.00                         P                           N                      B15/30
   11265533                      452,000.00                         P                           Y                      IOA2/6
   11265558                      190,000.00                         P                           N                      B15/30
   11265569                       50,000.00                         P                           Y                      F30
   11265570                      315,000.00                         P                           Y                      A2/6 B30/40
   11265600                      490,000.00                         P                           Y                      IOA2/6
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   11265614                      590,000.00                         P                           Y                      B15/30
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   11265686                      479,000.00                         P                           Y                      IOA2/6
   11265694                      450,000.00                         P                           Y                      A2/6 B30/40
   11265697                      278,000.00                         P                           N                      IOA2/6
   11265731                      300,000.00                         P                           N                      B15/30
   11265732                      278,500.00                         P                           Y                      A2/6
   11265740                      405,000.00                         P                           Y                      B15/30
   11265745                      204,000.00                         P                           N                      A2/6
   11265752                       78,000.00                         P                           N                      B15/30
   11265775                      475,000.00                         P                           Y                      B15/30
   11265776                      348,000.00                         P                           Y                      A2/6 B30/40
   11265801                      214,900.00                         P                           Y                      B15/30
   11265807                      115,000.00                         S                           Y                      A2/6
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   11265856                      425,000.00                         P                           N                      A2/6
   11265857                      178,081.00                         P                           N                      A2/6
   11265860                       79,900.00                         P                           Y                      A2/6
   11265869                      163,000.00                         P                           Y                      A2/6
   11265877                      385,000.00                         P                           Y                      B15/30
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   11265911                      310,544.00                         P                           Y                      B15/30
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   11265921                      395,000.00                         P                           Y                      IOA2/6
   11265932                       55,000.00                         I                           N                      A2/6
   11265948                      155,000.00                         P                           N                      A2/6
   11265958                      287,000.00                         P                           N                      B15/30
   11265965                      220,000.00                         P                           Y                      A2/6
   11265972                      125,000.00                         P                           N                      F30
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   11266032                       86,500.00                         I                           Y                      A5/6
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   11266125                      365,000.00                         P                           N                      A2/6
   11266136                      178,000.00                         P                           N                      B15/30
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   11266202                      290,000.00                         P                           Y                      F30
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   11266305                      360,000.00                         P                           Y                      F25
   11266341                      510,000.00                         P                           Y                      A2/6
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   11266441                      606,000.00                         P                           Y                      B15/30
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   11266539                      390,000.00                         P                           N                      B15/30
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   11266557                      635,000.00                         P                           Y                      F30
   11266565                      160,000.00                         P                           N                      B15/30
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   11266605                      630,000.00                         P                           Y                      B15/30
   11266610                      280,000.00                         P                           Y                      IOA2/6
   11266615                    1,200,000.00                         S                           Y                      IOA2/6
   11266622                      550,000.00                         P                           Y                      IOA5/6
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   11266801                       89,900.00                         I                           Y                      F30
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   11267443                      260,000.00                         P                           N                      F30
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   11267909                       62,000.00                         I                           N                      F15
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   11267998                       54,500.00                         P                           N                      B15/30
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   11268017                      255,000.00                         P                           Y                      F30
   11268029                      419,574.00                         S                           N                      A2/6
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   11268066                      280,000.00                         P                           Y                      B15/30
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   11268083                      225,000.00                         P                           Y                      B15/30
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   11268108                      189,900.00                         I                           Y                      F30
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   11268134                      264,500.00                         P                           Y                      B15/30
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   11268358                      633,450.00                         P                           N                      B15/30
   11268382                      156,000.00                         P                           Y                      F30
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   11268480                      170,000.00                         P                           Y                      F15
   11268490                      320,000.00                         P                           Y                      F20
   11268506                      144,000.00                         I                           Y                      A3/6
   11268512                      265,000.00                         P                           N                      B15/30
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   11268555                      285,000.00                         P                           Y                      IOA2/6
   11268557                       40,000.00                         P                           Y                      F30
   11268573                      361,000.00                         P                           Y                      B15/30
   11268614                      267,500.00                         P                           N                      B15/30
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   11268656                      629,900.00                         P                           Y                      A2/6 B30/40
   11268661                      230,000.00                         P                           Y                      A2/6
   11268692                      320,000.00                         P                           N                      B15/30
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   11268727                       87,800.00                         P                           N                      F30
   11268736                      970,000.00                         P                           N                      B15/30
   11268740                      450,000.00                         P                           Y                      A2/6 B30/40
   11268745                      120,000.00                         P                           Y                      F30
   11268780                      485,000.00                         P                           N                      B15/30
   11268813                      290,000.00                         P                           Y                      IOA2/6
   11268823                      795,000.00                         P                           Y                      B15/30
   11268836                      352,000.00                         P                           Y                      A2/6 B30/40
   11268840                      390,000.00                         P                           Y                      F20
   11268855                      415,000.00                         P                           Y                      A2/6 B30/40
   11268860                      465,000.00                         P                           Y                      A2/6
   11268864                      180,000.00                         P                           N                      F30
   11268872                      435,000.00                         P                           Y                      F15
   11268879                      140,000.00                         P                           N                      F20
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   11268921                      200,000.00                         P                           Y                      F30
   11268945                      203,000.00                         P                           N                      IOA2/6
   11268947                      119,400.00                         P                           N                      B15/30
   11268972                      148,000.00                         P                           N                      B15/30
   11269015                      138,500.00                         P                           N                      B15/30
   11269019                       45,600.00                         I                           Y                      A2/6
   11269025                      375,000.00                         P                           Y                      B15/30
   11269048                       87,500.00                         P                           Y                      B15/30
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   11269066                      300,000.00                         P                           Y                      B15/30
   11269102                      305,000.00                         P                           Y                      A2/6 B30/40
   11269125                      527,100.00                         P                           Y                      B15/30
   11269131                      235,000.00                         P                           Y                      B15/30
   11269154                      654,000.00                         P                           N                      B15/30
   11269173                      580,000.00                         P                           Y                      IOA3/6
   11269185                      180,000.00                         P                           Y                      B15/30
   11269205                      368,000.00                         P                           N                      B15/30
   11269225                      245,000.00                         P                           Y                      A2/6 B30/40
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   11275022                      182,954.00                         P                           Y                      B15/30
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   11275247                      535,000.00                         P                           N                      B15/30
   11275265                      115,600.00                         P                           Y                      F30
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   11275502                      415,000.00                         P                           Y                      F30
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   11283285                      347,000.00                         P                           Y                      F30
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   11284056                      234,000.00                         P                           Y                      A2/6
   11284099                      287,750.00                         P                           N                      B15/30
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   11284575                      147,000.00                         P                           Y                      B15/30
   11284590                      555,000.00                         P                           N                      B15/30
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   11284928                      149,900.00                         P                           N                      B15/30
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   11285030                      167,000.00                         I                           Y                      A3/6
   11285033                      155,000.00                         P                           Y                      B15/30
   11285056                      850,000.00                         P                           N                      B15/30
   11285057                      107,500.00                         I                           Y                      F30
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   11285194                      238,000.00                         P                           N                      B15/30
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   11285276                      356,000.00                         P                           Y                      B15/30
   11285307                      140,000.00                         I                           N                      A2/6
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   11265590                      175,000.00                         P                           Y                      A5/6 B30/40
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   11272744                       64,900.00                         P                           N                      A2/6
   11272766                      305,000.00                         P                           Y                      B15/30
   11272819                      171,000.00                         P                           Y                      B15/30
   11272875                      860,000.00                         P                           Y                      B15/30
   11272886                      119,000.00                         P                           N                      B15/30
   11272903                       95,000.00                         P                           N                      A2/6
   11272923                      312,000.00                         P                           N                      A2/6
   11272973                      196,000.00                         P                           N                      B15/30
   11272987                      280,000.00                         P                           Y                      F30
   11273092                      111,000.00                         P                           N                      B15/30
   11273097                      435,000.00                         P                           N                      A2/6 B30/40
   11273099                      205,000.00                         P                           Y                      A2/6
   11273142                      199,500.00                         S                           Y                      B15/30
   11273173                      610,000.00                         P                           Y                      B15/30
   11273210                      149,500.00                         P                           Y                      B15/30
   11273229                      340,000.00                         P                           Y                      F30
   11273243                      389,900.00                         P                           Y                      B15/30
   11273280                      500,000.00                         P                           N                      B30/40
   11273303                      250,000.00                         P                           Y                      A2/6
   11273304                      195,000.00                         P                           Y                      A2/6
   11273385                       83,959.00                         P                           N                      B15/30
   11273404                       95,000.00                         P                           N                      B15/30
   11273428                      250,000.00                         P                           Y                      IOA2/6
   11273465                      299,900.00                         P                           N                      B15/30
   11273503                      229,900.00                         P                           Y                      B15/30
   11273504                      450,000.00                         P                           N                      B15/30
   11273513                       98,000.00                         P                           Y                      B30/40
   11273583                      415,000.00                         P                           Y                      A2/6
   11273665                      290,000.00                         S                           Y                      A2/6 B30/40
   11273733                      265,000.00                         P                           N                      B15/30
   11273747                      550,000.00                         P                           Y                      A2/6 B30/40
   11273785                      122,000.00                         P                           N                      F30
   11273832                      419,000.00                         P                           N                      B15/30
   11273844                      492,000.00                         P                           Y                      B15/30
   11273853                       95,000.00                         P                           Y                      F30
   11273905                      250,000.00                         P                           Y                      B15/30
   11273920                      170,000.00                         P                           N                      A2/6
   11274068                      290,000.00                         P                           Y                      B15/30
   11274189                      269,900.00                         P                           Y                      A2/6 B30/40
   11274264                      570,000.00                         P                           Y                      F30
   11274291                      250,000.00                         P                           N                      B15/30
   11274294                      234,500.00                         P                           Y                      B15/30
   11274350                      108,500.00                         P                           N                      B15/30
   11274363                      362,250.00                         P                           N                      A2/6
   11274365                      325,000.00                         I                           N                      A2/6
   11274422                      324,000.00                         P                           N                      B15/30
   11274440                      250,000.00                         P                           N                      A2/6
   11274452                      585,000.00                         P                           Y                      A2/6
   11274464                       67,000.00                         I                           Y                      F30
   11274532                      285,000.00                         P                           Y                      IOA2/6
   11274619                      500,000.00                         P                           N                      A2/6 B30/40
   11274645                      270,000.00                         P                           Y                      B15/30
   11274679                      487,000.00                         P                           Y                      B15/30
   11274741                      305,000.00                         P                           Y                      A2/6 B30/40
   11274770                      271,000.00                         P                           N                      B15/30
   11274783                      160,000.00                         P                           Y                      B15/30
   11274823                      443,000.00                         P                           Y                      A2/6
   11274831                      312,000.00                         P                           N                      A2/6 B30/40
   11274833                      285,000.00                         P                           Y                      B15/30
   11274848                      395,000.00                         P                           Y                      A2/6
   11274980                      357,000.00                         P                           Y                      A2/6 B30/40
   11275035                      865,000.00                         P                           N                      B15/30
   11275163                      138,280.00                         P                           N                      B15/30
   11275190                      435,000.00                         P                           Y                      IOA2/6
   11275234                      299,900.00                         P                           Y                      B15/30
   11275235                      265,000.00                         P                           Y                      B15/30
   11275280                      130,000.00                         P                           N                      B15/30
   11275420                      610,000.00                         P                           Y                      F30
   11275472                      260,000.00                         P                           Y                      B15/30
   11275547                      343,500.00                         P                           Y                      B15/30
   11275568                      435,000.00                         P                           N                      B15/30
   11275594                      210,000.00                         P                           Y                      A2/6 B30/40
   11275645                      435,000.00                         I                           Y                      F20
   11275660                      360,000.00                         P                           N                      IOA2/6
   11275713                      395,000.00                         P                           N                      A2/6
   11275721                      200,000.00                         P                           N                      B15/30
   11275748                       81,000.00                         I                           Y                      A2/6
   11275772                      595,000.00                         P                           Y                      B15/30
   11275780                       83,000.00                         P                           Y                      A2/6
   11275796                      269,000.00                         P                           Y                      A5/6
   11275834                      175,000.00                         P                           Y                      B15/30
   11275855                      165,000.00                         P                           Y                      B15/30
   11275902                      220,000.00                         P                           Y                      B15/30
   11275914                      103,000.00                         P                           N                      B15/30
   11276038                      146,519.00                         P                           Y                      A2/6
   11276075                      304,900.00                         P                           N                      B15/30
   11276138                      388,000.00                         P                           N                      A2/6
   11276214                      700,000.00                         P                           N                      B15/30
   11276226                      399,900.00                         P                           N                      B15/30
   11276430                       61,000.00                         P                           N                      B15/30
   11276480                      132,000.00                         P                           N                      A2/6
   11276512                      497,000.00                         P                           Y                      B15/30
   11276517                      156,000.00                         P                           Y                      F15
   11276594                      536,000.00                         P                           Y                      B15/30
   11276677                       85,000.00                         P                           Y                      F30
   11276876                      374,900.00                         P                           N                      B15/30
   11276888                      316,900.00                         P                           N                      B15/30
   11276889                      350,000.00                         P                           Y                      A2/6 B30/40
   11276954                      242,000.00                         P                           Y                      IOA2/6
   11276957                      987,000.00                         P                           Y                      A2/6 B30/40
   11277052                      165,000.00                         S                           Y                      B15/30
   11277153                      297,000.00                         P                           N                      B15/30
   11277228                      245,000.00                         P                           Y                      F30
   11277346                      530,000.00                         P                           Y                      B15/30
   11277488                      575,000.00                         P                           Y                      B15/30
   11277620                      273,900.00                         P                           Y                      B15/30
   11277734                      600,000.00                         P                           N                      A2/6
   11277833                      600,000.00                         P                           Y                      B15/30
   11277846                      355,000.00                         P                           N                      B15/30
   11277930                      130,000.00                         P                           Y                      A2/6
   11277965                      425,000.00                         P                           Y                      AM6
   11278083                      405,000.00                         P                           Y                      B15/30
   11278149                      268,000.00                         P                           Y                      B15/30
   11278247                      350,000.00                         P                           Y                      A3/6
   11278253                      280,000.00                         P                           Y                      B15/30
   11278284                      215,000.00                         P                           N                      A2/6
   11278315                      435,000.00                         P                           Y                      B15/30
   11278387                      601,000.00                         P                           Y                      B15/30
   11278423                      645,000.00                         P                           N                      A2/6 B30/40
   11278474                      102,900.00                         P                           N                      B15/30
   11278550                      416,400.00                         P                           Y                      B15/30
   11278599                      224,000.00                         P                           Y                      A2/6
   11278664                      385,000.00                         P                           Y                      B15/30
   11278688                      120,556.00                         P                           N                      B15/30
   11278697                      227,990.00                         S                           N                      B15/30
   11278748                      250,000.00                         P                           Y                      A2/6 B30/40
   11278860                      215,000.00                         P                           Y                      A5/6 B30/40
   11278884                      850,000.00                         P                           Y                      B15/30
   11278892                      370,000.00                         P                           Y                      IOA2/6
   11278893                      530,000.00                         P                           N                      B15/30
   11278894                      292,000.00                         P                           N                      A2/6
   11278906                      174,900.00                         P                           Y                      B15/30
   11279012                      169,000.00                         P                           N                      B15/30
   11279019                      810,000.00                         P                           Y                      B15/30
   11279040                      485,000.00                         P                           N                      A2/6
   11279054                      515,000.00                         P                           Y                      B15/30
   11279120                      389,000.00                         P                           Y                      B15/30
   11279126                      240,000.00                         P                           Y                      B15/30
   11279182                      330,000.00                         P                           Y                      A2/6 B30/40
   11279268                       55,900.00                         P                           Y                      B15/30
   11279377                      356,000.00                         P                           Y                      B15/30
   11279825                       75,000.00                         P                           N                      B15/30
   11279872                      270,000.00                         P                           N                      A2/6
   11279883                      274,900.00                         P                           Y                      B15/30
   11279898                      430,000.00                         P                           N                      B15/30
   11279901                      191,000.00                         P                           N                      B15/30
   11280134                      325,000.00                         P                           Y                      B15/30
   11280291                      320,000.00                         P                           Y                      A2/6
   11280488                      210,000.00                         P                           N                      A3/6
   11280616                      215,000.00                         P                           Y                      A2/6 B30/40
   11280662                      101,800.00                         P                           N                      B15/30
   11280702                      262,000.00                         P                           N                      B15/30
   11280733                      595,000.00                         P                           N                      B15/30
   11280747                      785,000.00                         P                           Y                      A2/6 B30/40
   11280792                      200,000.00                         P                           Y                      IOA5/6
   11280843                      169,000.00                         P                           N                      B15/30
   11280904                      287,000.00                         P                           Y                      B15/30
   11280973                      140,000.00                         P                           Y                      B15/30
   11281009                      420,000.00                         P                           Y                      F30
   11281014                      680,000.00                         P                           Y                      B15/30
   11281030                      120,000.00                         P                           N                      B15/30
   11281039                      187,900.00                         P                           N                      B15/30
   11281121                      195,000.00                         P                           N                      B15/30
   11281193                      259,900.00                         P                           Y                      B15/30
   11281206                      230,000.00                         P                           N                      B15/30
   11281367                      290,000.00                         P                           Y                      B15/30
   11281435                      121,368.00                         P                           N                      B15/30
   11281474                      124,500.00                         P                           Y                      A2/6
   11281522                      295,000.00                         P                           Y                      B15/30
   11281723                      650,000.00                         P                           N                      F30
   11281757                      118,000.00                         P                           Y                      B15/30
   11281825                      300,000.00                         P                           N                      B15/30
   11281886                      450,000.00                         P                           Y                      B15/30
   11281965                      255,200.00                         P                           Y                      B15/30
   11282002                      135,500.00                         P                           N                      B15/30
   11282005                      425,000.00                         P                           Y                      F30
   11282125                      379,000.00                         P                           Y                      B15/30
   11282202                      725,000.00                         S                           N                      B15/30
   11282234                      352,500.00                         P                           N                      B15/30
   11282269                      380,000.00                         P                           Y                      A2/6
   11282311                      145,000.00                         P                           Y                      B15/30
   11282326                      178,000.00                         P                           N                      B15/30
   11282447                      420,000.00                         P                           Y                      B15/30
   11282617                      450,000.00                         P                           N                      B15/30
   11282642                      381,000.00                         P                           N                      A5/6
   11282649                      172,000.00                         P                           Y                      B15/30
   11282699                      244,000.00                         P                           N                      B15/30
   11282735                       70,000.00                         P                           N                      F30
   11283014                      167,000.00                         P                           Y                      B15/30
   11283031                      196,000.00                         P                           N                      B15/30
   11283079                      279,000.00                         P                           Y                      B15/30
   11283183                      300,000.00                         P                           Y                      A2/6 B30/40
   11283396                      575,000.00                         P                           N                      B15/30
   11283405                      412,000.00                         P                           Y                      B15/30
   11283525                      443,000.00                         P                           N                      A2/6
   11283544                      280,000.00                         P                           Y                      B15/30
   11283547                      400,900.00                         P                           Y                      A2/6 B30/40
   11283606                      313,000.00                         P                           Y                      B15/30
   11283615                      385,000.00                         P                           Y                      A2/6
   11283642                      425,000.00                         P                           Y                      A2/6
   11283707                      215,648.00                         S                           N                      B15/30
   11283930                      104,500.00                         S                           Y                      A2/6
   11284089                      250,000.00                         P                           N                      B15/30
   11284170                      386,000.00                         P                           N                      B15/30
   11284237                      360,000.00                         P                           Y                      B15/30
   11284690                      275,000.00                         P                           N                      F30
   11284803                      450,000.00                         P                           Y                      F30
   11284832                      565,000.00                         P                           Y                      B15/30
   11284917                      520,000.00                         P                           N                      F30
   11285032                      322,500.00                         P                           Y                      IOA2/6
   11285050                      135,975.00                         P                           Y                      B15/30
   11285143                      119,950.00                         P                           Y                      B15/30
   11285532                      215,000.00                         P                           N                      A2/6
   11285983                       92,500.00                         P                           N                      B15/30
   11286176                      153,300.00                         P                           Y                      B15/30
   11286643                      600,000.00                         P                           N                      B15/30
   11286668                      290,000.00                         P                           Y                      B15/30
   11286826                      115,000.00                         P                           Y                      F30
   11286911                      381,100.00                         P                           Y                      B15/30
   11287295                      425,000.00                         P                           Y                      A2/6
   11287621                      128,000.00                         P                           N                      B15/30
   11287862                      450,000.00                         P                           Y                      B15/30
   11288254                      189,000.00                         P                           Y                      B15/30
   11288259                      185,000.00                         P                           N                      B15/30
   11290205                      395,000.00                         P                           N                      B15/30
   11256058                       72,000.00                         P                           N                      IOA2/6
   11256866                      480,000.00                         P                           Y                      IOA2/6
   11258188                      171,000.00                         P                           Y                      IOA2/6
   11201529                      120,000.00                         P                           N                      F15
   11232701                      208,000.00                         S                           N                      B15/30
   11234210                      270,000.00                         P                           N                      B15/30
   11234723                      258,000.00                         P                           Y                      B30/40
   11236121                      290,000.00                         P                           Y                      B15/30
   11245146                      151,000.00                         P                           Y                      A2/6 B30/40
   11245512                      290,000.00                         P                           Y                      A2/6 B30/40
   11245551                      261,000.00                         P                           N                      B15/30
   11245655                       92,000.00                         P                           Y                      A2/6
   11247056                       88,800.00                         I                           Y                      F30
   11248690                       56,550.00                         P                           Y                      B15/30
   11249059                      255,000.00                         P                           N                      A2/6
   11249653                      305,000.00                         P                           Y                      B15/30
   11250125                      146,310.00                         P                           N                      B15/30
   11252928                      219,000.00                         P                           N                      B15/30
   11255011                      438,000.00                         P                           Y                      F30
   11256869                      480,000.00                         P                           Y                      B15/30
   11257275                      158,000.00                         P                           Y                      A2/6
   11262835                      339,900.00                         P                           N                      B15/30
   11271196                      350,000.00                         P                           Y                      A2/6 B30/40
   11275225                      171,000.00                         P                           N                      B15/30
   11275295                      257,500.00                         S                           Y                      B15/30
   11251101                      556,500.00                         P                           N                      B15/30



LOANID           PURPOSE OF MORTGAGE LOAN          MATURITY DATE       LTV AT ORIGINATION               ORIGINAL MONTHS TO MATURITY
 ----           ------------------------           -------------       ------------------               ---------------------------
   11216962                  P                       8/1/2035                      90                                360
   11279446                  P                       8/1/2035                      80                                360
   11248818                  P                       7/1/2035                      80                                360
   11264124                  P                       7/1/2035                      80                                360
   11240267                  P                       8/1/2035                      90                                360
   11257801                  P                       8/1/2035                      80                                360
   11248624                  P                       8/1/2035                      90                                360
   11247960                  XX                      0/0/0000                   87.19                                360
   11263734                  P                       8/1/2035                      80                                360
   11252425                  P                       8/1/2035                      85                                360
   11260053                  CO                      7/1/2035                      80                                360
   11259189                  P                       8/1/2035                      90                                360
   11261530                  P                       8/1/2035                      90                                360
   11265145                  CO                      8/1/2035                      90                                360
   11257720                  P                       8/1/2035                      80                                360
   11253829                  P                       7/1/2035                      80                                360
   11247493                  CO                      8/1/2035                   79.57                                360
   11261593                  P                       8/1/2035                   86.02                                360
   11244353                  XX                      0/0/0000                   74.93                                360
   11265062                  P                       8/1/2035                      80                                360
   11251411                  P                       8/1/2035                      80                                360
   11120826                  CO                      8/1/2035                   70.83                                360
   11222348                  P                       6/1/2035                      80                                360
   11240224                  P                       7/1/2035                      90                                360
   11251293                  P                       8/1/2035                      80                                360
   11256092                  P                       7/1/2035                      80                                360
   11256243                  CO                      7/1/2035                      80                                360
   11260429                  P                       8/1/2035                      80                                360
   11263507                  CO                      8/1/2035                      80                                360
   11264086                  P                       8/1/2035                      80                                360
   11268054                  P                       8/1/2035                      80                                360
   11270096                  P                       8/1/2035                      80                                360
   11274871                  P                       8/1/2035                      80                                360
   11276937                  XX                      0/0/0000                      80                                360
   11175349                  P                       8/1/2035                   94.99                                360
   11230629                  CO                      8/1/2035                    83.4                                360
   11258695                  P                       8/1/2035                      80                                360
   11262190                  CO                      6/1/2015                      80                                120
   11270567                  P                       8/1/2035                      90                                360
   11247717                  P                       7/1/2035                   69.07                                360
   11244328                  P                       7/1/2035                      80                                360
   11249989                  P                       7/1/2035                      80                                360
   11251199                  P                       8/1/2035                      80                                360
   11253055                  P                       8/1/2035                      80                                360
   11253112                  P                       7/1/2035                      80                                360
   11260940                  P                       8/1/2035                      80                                360
   11261813                  P                       8/1/2035                      80                                360
   11271800                  P                       8/1/2035                      80                                360
   11272347                  P                       8/1/2035                      80                                360
   11278348                  CO                      8/1/2035                      80                                360
   11187418                  P                       7/1/2035                   66.26                                360
   11237238                  CO                      8/1/2020                      20                                180
   11247014                  P                       8/1/2035                      80                                360
   11273615                  P                       8/1/2035                      85                                360
   11244959                  CO                      7/1/2035                   74.87                                360
   11248009                  CO                      7/1/2035                      75                                360
   11255325                  XX                      0/0/0000                   75.97                                360
   11274473                  CO                      8/1/2035                   76.19                                360
   11233800                  P                       8/1/2035                      80                                360
   11270436                  CO                      8/1/2035                      80                                360
   11253224                  CO                      7/1/2035                      80                                360
   11259995                  CO                      7/1/2035                      80                                360
   11274060                  P                       8/1/2035                   79.13                                360
   11227094                  CO                      8/1/2035                   71.43                                360
   11245140                  CO                      8/1/2035                   79.93                                360
   11245246                  CO                      8/1/2035                   78.57                                360
   11277740                  CO                      8/1/2035                   76.92                                360
   11247811                  P                       7/1/2035                   79.99                                360
   11264951                  P                       8/1/2035                   73.17                                360
   11252614                  CO                      8/1/2035                   79.25                                360
   11246602                  P                       8/1/2035                      80                                360
   11258230                  P                       8/1/2035                      80                                360
   11263003                  P                       8/1/2035                      80                                360
   11220767                  P                       8/1/2035                      80                                360
   11247425                  P                       8/1/2035                      80                                360
   11251226                  P                       8/1/2035                      80                                360
   11254992                  P                       8/1/2035                      80                                360
   11260043                  P                       8/1/2035                      80                                360
   11270199                  P                       8/1/2035                      80                                360
   11271988                  P                       8/1/2035                      80                                360
   11275723                  P                       8/1/2035                      80                                360
   11283796                  P                       8/1/2035                      80                                360
   11198365                  P                       5/1/2035                      80                                360
   11263857                  P                       7/1/2035                      80                                360
   11267708                  P                       8/1/2035                      80                                360
   11252219                  P                       8/1/2035                      80                                360
   11271494                  P                       8/1/2035                      80                                360
   11280890                  P                       8/1/2035                      80                                360
   11214186                  P                       7/1/2035                      80                                360
   11240098                  P                       7/1/2035                      80                                360
   11215427                  P                       7/1/2035                      80                                360
   11261195                  P                       8/1/2035                      80                                360
   11275020                  P                       8/1/2035                      80                                360
   11234690                  P                       8/1/2035                      80                                360
   11264268                  P                       7/1/2035                      80                                360
   11240132                  CO                      7/1/2035                      80                                360
   11249337                  P                       8/1/2035                      80                                360
   11254568                  P                       7/1/2035                      80                                360
   11264098                  P                       8/1/2035                      80                                360
   11264781                  P                       7/1/2035                      80                                360
   11274084                  P                       8/1/2035                      80                                360
   11275550                  P                       8/1/2035                      80                                360
   11227751                  P                       6/1/2035                      80                                360
   11182495                  P                       7/1/2035                      80                                360
   11275008                  P                       8/1/2035                      80                                360
   11252472                  P                       7/1/2035                      80                                360
   11272889                  P                       8/1/2035                      80                                360
   11282765                  P                       8/1/2035                      80                                360
   11243146                  P                       7/1/2035                      80                                360
   11252907                  P                       7/1/2035                      80                                360
   11255029                  P                       7/1/2035                      80                                360
   11255570                  P                       7/1/2035                      80                                360
   11239026                  P                       7/1/2035                      80                                360
   11237997                  CO                      7/1/2035                      80                                360
   11233200                  P                       7/1/2035                      80                                360
   11261810                  P                       7/1/2035                      80                                360
   11259143                  P                       7/1/2035                      80                                360
   11278445                  P                       7/1/2035                      80                                360
   11232325                  P                       6/1/2035                      80                                360
   11252363                  P                       7/1/2035                      80                                360
   11249386                  P                       7/1/2035                      80                                360
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   11251802                  CO                      8/1/2035                      75                                360
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   11252364                  P                       7/1/2020                      20                                180
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   11252479                  P                       7/1/2020                      20                                180
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   11254232                  CO                      8/1/2035                      90                                360
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   11254426                  CO                      8/1/2035                      90                                360
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   11254518                  CO                      7/1/2035                      90                                360
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   11254599                  CO                      7/1/2035                   93.39                                360
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   11254807                  CO                      7/1/2035                   53.57                                360
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   11255049                  CO                      8/1/2035                      90                                360
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   11256986                  CO                      8/1/2035                      90                                360
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   11262396                  CO                      8/1/2035                      77                                360
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   11265071                  P                       8/1/2020                      20                                180
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   11265089                  CO                      8/1/2020                      25                                180
   11265096                  CO                      8/1/2035                      90                                360
   11265103                  P                       8/1/2020                      20                                180
   11265104                  CO                      7/1/2035                   84.59                                360
   11265106                  CO                      8/1/2035                   84.21                                360
   11265107                  CO                      8/1/2035                      80                                360
   11265113                  P                       8/1/2020                      20                                180
   11265127                  CO                      6/1/2035                   57.81                                360
   11265132                  CO                      8/1/2035                   69.02                                360
   11265137                  CO                      8/1/2020                      20                                180
   11265156                  P                       8/1/2020                      20                                180
   11265204                  CO                      8/1/2035                   76.52                                360
   11265216                  CO                      8/1/2035                      90                                360
   11265221                  CO                      8/1/2035                   78.25                                360
   11265229                  P                       8/1/2035                      90                                360
   11265235                  RT                      8/1/2020                   14.38                                180
   11265244                  P                       8/1/2035                      88                                360
   11265253                  P                       8/1/2020                      20                                180
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   11265291                  P                       8/1/2035                      95                                360
   11265300                  P                       8/1/2020                      20                                180
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   11265398                  CO                      8/1/2035                      90                                360
   11265424                  CO                      8/1/2035                      90                                360
   11265437                  CO                      8/1/2020                      20                                180
   11265443                  CO                      8/1/2035                      90                                360
   11265468                  P                       8/1/2020                      20                                180
   11265492                  CO                      8/1/2035                   53.94                                360
   11265501                  CO                      8/1/2035                      78                                360
   11265514                  P                       8/1/2020                      20                                180
   11265533                  CO                      8/1/2035                   77.43                                360
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   11265569                  P                       8/1/2035                      80                                360
   11265570                  CO                      8/1/2035                   59.17                                360
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   11265606                  CO                      8/1/2035                   97.21                                360
   11265610                  CO                      8/1/2035                      90                                360
   11265614                  CO                      8/1/2020                      20                                180
   11265653                  P                       8/1/2035                      90                                360
   11265656                  RT                      8/1/2035                   84.24                                360
   11265666                  CO                      8/1/2035                   57.14                                360
   11265686                  P                       8/1/2035                      80                                360
   11265694                  CO                      8/1/2035                   68.89                                360
   11265697                  CO                      8/1/2035                   89.03                                360
   11265731                  CO                      8/1/2020                      15                                180
   11265732                  CO                      8/1/2035                      75                                360
   11265740                  P                       8/1/2020                      10                                180
   11265745                  CO                      8/1/2035                      90                                360
   11265752                  P                       8/1/2020                      20                                180
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   11265776                  CO                      8/1/2035                      75                                360
   11265801                  P                       8/1/2020                      15                                180
   11265807                  P                       8/1/2035                      90                                360
   11265809                  CO                      8/1/2035                      80                                360
   11265822                  P                       8/1/2035                      90                                360
   11265855                  CO                      8/1/2035                      95                                360
   11265856                  CO                      7/1/2035                      75                                360
   11265857                  P                       8/1/2035                   56.15                                360
   11265860                  P                       8/1/2035                      95                                360
   11265869                  CO                      8/1/2035                      75                                360
   11265877                  P                       8/1/2020                      20                                180
   11265881                  CO                      8/1/2035                      80                                360
   11265911                  P                       8/1/2020                      20                                180
   11265917                  CO                      8/1/2035                   79.22                                360
   11265921                  CO                      8/1/2035                   67.09                                360
   11265932                  P                       8/1/2035                      85                                360
   11265948                  CO                      8/1/2035                      90                                360
   11265958                  CO                      8/1/2020                      20                                180
   11265965                  CO                      8/1/2035                      95                                360
   11265972                  CO                      8/1/2035                      95                                360
   11265987                  P                       8/1/2020                      20                                180
   11266006                  CO                      8/1/2035                   53.48                                360
   11266032                  P                       8/1/2035                      90                                360
   11266047                  P                       8/1/2020                      20                                180
   11266049                  CO                      8/1/2035                   73.47                                360
   11266082                  P                       8/1/2020                      20                                180
   11266086                  CO                      8/1/2035                      70                                360
   11266125                  CO                      8/1/2035                   50.68                                360
   11266136                  P                       8/1/2020                      20                                180
   11266138                  CO                      8/1/2035                      80                                360
   11266143                  RT                      8/1/2035                      90                                360
   11266202                  CO                      8/1/2035                   68.97                                360
   11266203                  CO                      8/1/2035                      80                                360
   11266205                  CO                      8/1/2035                      85                                360
   11266219                  CO                      8/1/2020                      20                                180
   11266262                  CO                      8/1/2035                    49.6                                360
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   11266276                  CO                      8/1/2035                   76.84                                360
   11266305                  RT                      8/1/2030                   76.39                                300
   11266341                  CO                      8/1/2035                   78.43                                360
   11266346                  P                       8/1/2020                      20                                180
   11266351                  CO                      8/1/2035                      85                                360
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   11266373                  P                       8/1/2020                      20                                180
   11266403                  P                       8/1/2020                      20                                180
   11266436                  CO                      8/1/2035                      95                                360
   11266441                  P                       8/1/2020                      20                                180
   11266455                  CO                      8/1/2020                      20                                180
   11266488                  CO                      8/1/2035                      85                                360
   11266519                  CO                      8/1/2035                      90                                360
   11266539                  P                       8/1/2020                      20                                180
   11266542                  CO                      8/1/2020                      20                                180
   11266555                  CO                      8/1/2020                      10                                180
   11266556                  P                       8/1/2020                      20                                180
   11266557                  CO                      8/1/2035                    76.9                                360
   11266565                  CO                      8/1/2020                      20                                180
   11266567                  CO                      8/1/2020                      20                                180
   11266583                  CO                      8/1/2020                      20                                180
   11266584                  CO                      8/1/2035                      75                                360
   11266605                  P                       8/1/2020                      20                                180
   11266610                  CO                      8/1/2035                   87.86                                360
   11266615                  P                       8/1/2035                      80                                360
   11266622                  CO                      8/1/2035                      90                                360
   11266637                  P                       8/1/2035                      95                                360
   11266642                  P                       8/1/2020                      20                                180
   11266643                  CO                      8/1/2035                   62.04                                360
   11266650                  RT                      8/1/2035                   79.13                                360
   11266651                  CO                      8/1/2035                   73.87                                360
   11266656                  P                       8/1/2020                      20                                180
   11266663                  RT                      8/1/2035                      85                                360
   11266684                  CO                      8/1/2035                      75                                360
   11266696                  P                       8/1/2035                   89.92                                360
   11266703                  P                       8/1/2020                      20                                180
   11266705                  CO                      8/1/2035                    61.9                                360
   11266723                  P                       8/1/2020                      20                                180
   11266738                  CO                      8/1/2035                      80                                360
   11266776                  CO                      8/1/2035                      90                                360
   11266791                  CO                      8/1/2035                      80                                360
   11266801                  P                       8/1/2035                      90                                360
   11266806                  CO                      8/1/2035                      90                                360
   11266825                  P                       8/1/2020                      20                                180
   11266828                  P                       8/1/2020                      20                                180
   11266843                  P                       8/1/2020                      20                                180
   11266865                  P                       8/1/2020                      20                                180
   11266869                  CO                      8/1/2035                      90                                360
   11266888                  P                       8/1/2020                      20                                180
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   11266892                  P                       8/1/2020                      20                                180
   11266955                  CO                      8/1/2035                      80                                360
   11266961                  P                       8/1/2020                      10                                180
   11266968                  CO                      8/1/2020                      20                                180
   11267000                  CO                      8/1/2035                   62.74                                360
   11267005                  P                       8/1/2020                      20                                180
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   11267077                  CO                      8/1/2035                      60                                360
   11267087                  CO                      8/1/2035                    73.1                                360
   11267097                  P                       8/1/2035                      95                                360
   11267100                  P                       8/1/2035                      80                                360
   11267117                  P                       8/1/2035                      80                                360
   11267120                  P                       8/1/2020                      20                                180
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   11267129                  CO                      8/1/2020                      15                                180
   11267135                  P                       8/1/2035                      90                                360
   11267137                  CO                      8/1/2035                      95                                360
   11267207                  P                       8/1/2020                      20                                180
   11267221                  RT                      8/1/2020                      20                                180
   11267243                  CO                      8/1/2035                   58.29                                360
   11267252                  CO                      8/1/2035                   84.92                                360
   11267276                  P                       8/1/2020                      20                                180
   11267286                  CO                      8/1/2035                   88.85                                360
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   11267310                  CO                      8/1/2035                   59.43                                360
   11267314                  P                       7/1/2020                      20                                180
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   11267349                  CO                      8/1/2035                      90                                360
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   11267371                  CO                      8/1/2035                      80                                360
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   11267428                  P                       8/1/2020                      20                                180
   11267432                  P                       8/1/2035                      90                                360
   11267441                  CO                      8/1/2020                      20                                180
   11267442                  P                       8/1/2035                      95                                360
   11267443                  CO                      8/1/2035                      80                                360
   11267456                  CO                      8/1/2035                      95                                360
   11267458                  CO                      8/1/2035                   94.98                                360
   11267460                  P                       8/1/2020                      20                                180
   11267463                  CO                      8/1/2035                      90                                360
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   11267483                  P                       8/1/2035                      90                                360
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   11267492                  CO                      8/1/2035                      95                                360
   11267523                  CO                      8/1/2035                      95                                360
   11267524                  CO                      8/1/2035                   28.13                                360
   11267538                  P                       8/1/2020                      20                                180
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   11267561                  CO                      8/1/2035                   90.11                                360
   11267563                  P                       8/1/2020                      20                                180
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   11267595                  RT                      8/1/2020                      20                                180
   11267611                  RT                      8/1/2020                      20                                180
   11267613                  CO                      8/1/2020                      20                                180
   11267632                  CO                      8/1/2035                      90                                360
   11267686                  CO                      8/1/2035                   28.57                                360
   11267702                  CO                      8/1/2035                   68.29                                360
   11267705                  RT                      8/1/2035                   67.65                                360
   11267709                  P                       8/1/2020                      15                                180
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   11267768                  P                       8/1/2035                      90                                360
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   11267823                  P                       8/1/2035                      80                                360
   11267827                  CO                      8/1/2035                      95                                360
   11267845                  P                       8/1/2020                      20                                180
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   11267874                  CO                      8/1/2035                      90                                360
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   11267929                  CO                      8/1/2035                   84.42                                360
   11267933                  P                       8/1/2020                      20                                180
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   11267961                  CO                      8/1/2035                      90                                360
   11267967                  CO                      8/1/2035                   84.66                                360
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   11268001                  P                       8/1/2035                      90                                360
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   11268032                  CO                      8/1/2035                   89.98                                360
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   11268108                  P                       8/1/2035                      90                                360
   11268120                  CO                      8/1/2020                      20                                180
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   11268140                  CO                      8/1/2035                    11.9                                360
   11268151                  P                       8/1/2020                      20                                180
   11268166                  RT                      8/1/2020                      20                                180
   11268180                  CO                      8/1/2035                      75                                360
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   11268193                  RT                      8/1/2020                      15                                180
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   11268238                  P                       8/1/2020                      20                                180
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   11268382                  CO                      8/1/2035                      90                                360
   11268386                  CO                      8/1/2035                      85                                360
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   11268480                  CO                      7/1/2020                   64.71                                180
   11268490                  CO                      7/1/2025                     7.5                                240
   11268506                  P                       8/1/2035                      80                                360
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   11268551                  CO                      8/1/2035                      79                                360
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   11268555                  CO                      8/1/2035                      80                                360
   11268557                  P                       8/1/2035                     100                                360
   11268573                  RT                      8/1/2020                      20                                180
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   11268616                  CO                      8/1/2035                      95                                360
   11268635                  P                       8/1/2020                      20                                180
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   11268656                  P                       8/1/2035                      90                                360
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   11268727                  CO                      7/1/2035                   82.29                                360
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   11268740                  CO                      8/1/2035                   55.56                                360
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   11268836                  CO                      8/1/2035                      80                                360
   11268840                  CO                      7/1/2025                      20                                240
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   11268864                  CO                      8/1/2035                      90                                360
   11268872                  XX                      0/0/0000                    9.66                                180
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   11268921                  CO                      8/1/2035                      75                                360
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   11269019                  P                       8/1/2035                      95                                360
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   11269102                  CO                      8/1/2035                      85                                360
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   11269173                  P                       8/1/2035                      80                                360
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   11269225                  CO                      8/1/2035                      90                                360
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   11269404                  CO                      8/1/2035                      95                                360
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   11269506                  CO                      8/1/2035                    79.1                                360
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   11269580                  CO                      8/1/2035                   54.74                                360
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   11269606                  CO                      8/1/2035                      90                                360
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   11269732                  CO                      8/1/2035                      75                                360
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   11269763                  CO                      8/1/2035                   72.73                                360
   11269768                  CO                      8/1/2035                      85                                360
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   11269813                  CO                      8/1/2035                   84.36                                360
   11269824                  CO                      8/1/2035                      80                                360
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   11269958                  RT                      8/1/2020                      17                                180
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   11270050                  CO                      8/1/2035                      90                                360
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   11270076                  RT                      8/1/2035                   78.93                                360
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   11270081                  CO                      8/1/2035                      90                                360
   11270118                  CO                      8/1/2020                      20                                180
   11270122                  RT                      8/1/2035                      80                                360
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   11270130                  CO                      8/1/2035                   73.29                                360
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   11270283                  P                       8/1/2035                      80                                360
   11270292                  CO                      8/1/2035                      90                                360
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   11270316                  CO                      8/1/2035                      90                                360
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   11270400                  CO                      8/1/2035                   38.62                                360
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   11270417                  CO                      8/1/2035                   55.38                                360
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   11270434                  CO                      8/1/2035                   89.14                                360
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   11270458                  CO                      8/1/2035                      85                                360
   11270459                  CO                      8/1/2035                   66.67                                360
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   11270525                  CO                      8/1/2035                      90                                360
   11270528                  CO                      8/1/2035                   48.21                                360
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   11270607                  P                       8/1/2020                      20                                180
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   11270671                  CO                      8/1/2035                      90                                360
   11270677                  P                       8/1/2035                   52.05                                360
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   11270717                  CO                      8/1/2020                   31.43                                180
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   11270740                  RT                      8/1/2035                   88.21                                360
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   11270753                  CO                      8/1/2020                   84.47                                180
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   11270825                  CO                      8/1/2035                   83.87                                360
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   11263496                  P                       7/1/2035                      80                                360
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   11272078                  P                       8/1/2020                      20                                180
   11272107                  P                       8/1/2035                   79.34                                360
   11272117                  P                       8/1/2035                      95                                360
   11272133                  P                       8/1/2020                      20                                180
   11272229                  CO                      8/1/2035                      80                                360
   11272242                  P                       8/1/2020                      20                                180
   11272266                  P                       8/1/2020                      10                                180
   11272280                  P                       8/1/2020                      20                                180
   11272338                  P                       8/1/2020                      15                                180
   11272359                  CO                      8/1/2035                      90                                360
   11272385                  P                       8/1/2020                      20                                180
   11272453                  P                       8/1/2035                   41.35                                360
   11272482                  CO                      8/1/2035                      90                                360
   11272504                  P                       8/1/2020                      10                                180
   11272516                  CO                      8/1/2035                      80                                360
   11272547                  P                       8/1/2020                      20                                180
   11272564                  CO                      8/1/2035                   74.19                                360
   11272583                  P                       8/1/2020                      20                                180
   11272592                  P                       8/1/2020                   22.22                                180
   11272710                  CO                      8/1/2035                      70                                360
   11272744                  P                       8/1/2035                      95                                360
   11272766                  P                       8/1/2020                      20                                180
   11272819                  P                       8/1/2020                      20                                180
   11272875                  P                       8/1/2020                      20                                180
   11272886                  P                       8/1/2020                      20                                180
   11272903                  P                       8/1/2035                      95                                360
   11272923                  CO                      8/1/2035                      90                                360
   11272973                  P                       8/1/2020                      20                                180
   11272987                  CO                      8/1/2035                   28.57                                360
   11273092                  CO                      8/1/2020                      20                                180
   11273097                  CO                      8/1/2035                      80                                360
   11273099                  CO                      8/1/2035                      90                                360
   11273142                  P                       8/1/2020                      20                                180
   11273173                  P                       8/1/2020                      20                                180
   11273210                  P                       8/1/2020                      20                                180
   11273229                  CO                      8/1/2035                      80                                360
   11273243                  P                       8/1/2020                      20                                180
   11273280                  CO                      8/1/2035                      90                                360
   11273303                  CO                      8/1/2035                      68                                360
   11273304                  CO                      8/1/2035                   69.23                                360
   11273385                  P                       8/1/2020                      20                                180
   11273404                  RT                      8/1/2020                      20                                180
   11273428                  CO                      8/1/2035                      80                                360
   11273465                  P                       8/1/2020                      20                                180
   11273503                  P                       8/1/2020                      20                                180
   11273504                  P                       8/1/2020                      15                                180
   11273513                  CO                      8/1/2035                      90                                360
   11273583                  CO                      8/1/2035                   77.47                                360
   11273665                  P                       8/1/2035                      80                                360
   11273733                  P                       8/1/2020                      15                                180
   11273747                  CO                      8/1/2035                   77.09                                360
   11273785                  CO                      7/1/2035                      90                                360
   11273832                  P                       8/1/2020                      20                                180
   11273844                  P                       8/1/2020                      20                                180
   11273853                  CO                      8/1/2035                   61.74                                360
   11273905                  CO                      8/1/2020                      20                                180
   11273920                  CO                      8/1/2035                      80                                360
   11274068                  P                       8/1/2020                      20                                180
   11274189                  P                       8/1/2035                      95                                360
   11274264                  CO                      8/1/2035                   65.79                                360
   11274291                  P                       8/1/2020                      15                                180
   11274294                  P                       8/1/2020                      20                                180
   11274350                  P                       8/1/2020                      20                                180
   11274363                  P                       8/1/2035                   94.93                                360
   11274365                  P                       8/1/2035                      90                                360
   11274422                  P                       8/1/2020                      20                                180
   11274440                  P                       8/1/2035                      95                                360
   11274452                  CO                      8/1/2035                      80                                360
   11274464                  P                       8/1/2035                      90                                360
   11274532                  CO                      8/1/2035                   78.95                                360
   11274619                  CO                      8/1/2035                      90                                360
   11274645                  P                       8/1/2020                      20                                180
   11274679                  P                       8/1/2020                      20                                180
   11274741                  CO                      8/1/2035                   78.69                                360
   11274770                  P                       8/1/2020                      20                                180
   11274783                  P                       8/1/2020                      20                                180
   11274823                  P                       8/1/2035                   82.39                                360
   11274831                  P                       8/1/2035                      70                                360
   11274833                  P                       8/1/2020                      20                                180
   11274848                  CO                      8/1/2035                   74.94                                360
   11274980                  CO                      8/1/2035                   71.43                                360
   11275035                  CO                      8/1/2020                      20                                180
   11275163                  P                       8/1/2020                      20                                180
   11275190                  CO                      8/1/2035                   77.47                                360
   11275234                  P                       8/1/2020                      20                                180
   11275235                  P                       8/1/2020                      20                                180
   11275280                  P                       8/1/2020                      20                                180
   11275420                  CO                      8/1/2035                   47.54                                360
   11275472                  P                       8/1/2020                      20                                180
   11275547                  P                       8/1/2020                      20                                180
   11275568                  P                       8/1/2020                      10                                180
   11275594                  CO                      8/1/2035                      95                                360
   11275645                  RT                      8/1/2025                    75.4                                240
   11275660                  CO                      8/1/2035                    87.5                                360
   11275713                  CO                      8/1/2035                   63.29                                360
   11275721                  P                       8/1/2020                      20                                180
   11275748                  P                       8/1/2035                      90                                360
   11275772                  P                       8/1/2020                      20                                180
   11275780                  CO                      8/1/2035                      95                                360
   11275796                  P                       8/1/2035                      80                                360
   11275834                  CO                      8/1/2020                      20                                180
   11275855                  CO                      8/1/2020                      20                                180
   11275902                  P                       8/1/2020                      20                                180
   11275914                  P                       8/1/2020                      20                                180
   11276038                  P                       8/1/2035                      90                                360
   11276075                  P                       8/1/2020                      20                                180
   11276138                  CO                      8/1/2035                      95                                360
   11276214                  P                       8/1/2020                      20                                180
   11276226                  P                       8/1/2020                      20                                180
   11276430                  P                       8/1/2020                   24.59                                180
   11276480                  CO                      8/1/2035                   90.91                                360
   11276512                  P                       8/1/2020                      20                                180
   11276517                  CO                      8/1/2020                   58.97                                180
   11276594                  P                       8/1/2020                      20                                180
   11276677                  CO                      8/1/2035                      80                                360
   11276876                  P                       8/1/2020                      20                                180
   11276888                  P                       8/1/2020                      20                                180
   11276889                  CO                      8/1/2035                   81.14                                360
   11276954                  P                       8/1/2035                      80                                360
   11276957                  CO                      8/1/2035                   79.43                                360
   11277052                  P                       8/1/2020                      20                                180
   11277153                  P                       8/1/2020                      20                                180
   11277228                  P                       8/1/2035                      95                                360
   11277346                  P                       8/1/2020                      20                                180
   11277488                  P                       8/1/2020                      20                                180
   11277620                  P                       8/1/2020                      20                                180
   11277734                  CO                      8/1/2035                    77.5                                360
   11277833                  P                       8/1/2020                      20                                180
   11277846                  P                       8/1/2020                      20                                180
   11277930                  CO                      8/1/2035                      90                                360
   11277965                  CO                      8/1/2035                   92.94                                360
   11278083                  P                       8/1/2020                      20                                180
   11278149                  P                       8/1/2020                      20                                180
   11278247                  CO                      8/1/2035                   56.57                                360
   11278253                  P                       8/1/2020                      20                                180
   11278284                  CO                      8/1/2035                   72.09                                360
   11278315                  P                       8/1/2020                      20                                180
   11278387                  P                       8/1/2020                      20                                180
   11278423                  CO                      8/1/2035                      85                                360
   11278474                  P                       8/1/2020                      20                                180
   11278550                  CO                      8/1/2020                      20                                180
   11278599                  CO                      8/1/2035                   79.46                                360
   11278664                  P                       8/1/2020                      20                                180
   11278688                  P                       8/1/2020                      20                                180
   11278697                  P                       8/1/2020                      10                                180
   11278748                  CO                      8/1/2035                    55.4                                360
   11278860                  CO                      8/1/2035                      90                                360
   11278884                  P                       8/1/2020                      20                                180
   11278892                  CO                      8/1/2035                   65.88                                360
   11278893                  CO                      8/1/2020                      20                                180
   11278894                  CO                      8/1/2035                   68.49                                360
   11278906                  P                       8/1/2020                      20                                180
   11279012                  P                       8/1/2020                      20                                180
   11279019                  P                       8/1/2020                      20                                180
   11279040                  CO                      8/1/2035                      85                                360
   11279054                  P                       8/1/2020                      20                                180
   11279120                  P                       8/1/2020                      20                                180
   11279126                  P                       8/1/2020                      20                                180
   11279182                  CO                      8/1/2035                      75                                360
   11279268                  P                       8/1/2020                   26.83                                180
   11279377                  CO                      8/1/2020                      20                                180
   11279825                  P                       8/1/2020                      20                                180
   11279872                  P                       8/1/2035                      95                                360
   11279883                  P                       8/1/2020                      20                                180
   11279898                  P                       8/1/2020                      20                                180
   11279901                  P                       8/1/2020                      20                                180
   11280134                  P                       8/1/2020                      20                                180
   11280291                  CO                      8/1/2035                   89.06                                360
   11280488                  CO                      8/1/2035                      90                                360
   11280616                  CO                      8/1/2035                   74.42                                360
   11280662                  P                       8/1/2020                      20                                180
   11280702                  P                       8/1/2020                      20                                180
   11280733                  P                       8/1/2020                      20                                180
   11280747                  CO                      8/1/2035                   20.38                                360
   11280792                  CO                      8/1/2035                      87                                360
   11280843                  P                       8/1/2020                      20                                180
   11280904                  P                       8/1/2020                      20                                180
   11280973                  CO                      8/1/2020                      20                                180
   11281009                  CO                      8/1/2035                   47.62                                360
   11281014                  P                       8/1/2020                      20                                180
   11281030                  P                       8/1/2020                      20                                180
   11281039                  P                       8/1/2020                      20                                180
   11281121                  P                       8/1/2020                      20                                180
   11281193                  P                       8/1/2020                      20                                180
   11281206                  P                       8/1/2020                      15                                180
   11281367                  P                       8/1/2020                      20                                180
   11281435                  P                       8/1/2020                      20                                180
   11281474                  P                       8/1/2035                      90                                360
   11281522                  P                       8/1/2020                      20                                180
   11281723                  CO                      8/1/2035                   66.92                                360
   11281757                  P                       8/1/2020                      20                                180
   11281825                  P                       8/1/2020                      20                                180
   11281886                  P                       8/1/2020                      15                                180
   11281965                  P                       8/1/2020                      20                                180
   11282002                  P                       8/1/2020                      20                                180
   11282005                  CO                      8/1/2035                   47.06                                360
   11282125                  P                       8/1/2020                      20                                180
   11282202                  P                       8/1/2020                      20                                180
   11282234                  P                       8/1/2020                      20                                180
   11282269                  CO                      8/1/2035                      90                                360
   11282311                  CO                      8/1/2020                      20                                180
   11282326                  CO                      8/1/2020                      20                                180
   11282447                  CO                      8/1/2020                      20                                180
   11282617                  P                       8/1/2020                      20                                180
   11282642                  CO                      8/1/2035                   79.24                                360
   11282649                  P                       8/1/2020                      20                                180
   11282699                  P                       8/1/2020                      20                                180
   11282735                  CO                      8/1/2035                   87.86                                360
   11283014                  P                       8/1/2020                      20                                180
   11283031                  P                       8/1/2020                      20                                180
   11283079                  P                       8/1/2020                      20                                180
   11283183                  CO                      8/1/2035                      75                                360
   11283396                  P                       8/1/2020                      20                                180
   11283405                  P                       8/1/2020                      20                                180
   11283525                  CO                      8/1/2035                   89.84                                360
   11283544                  P                       8/1/2020                      20                                180
   11283547                  CO                      8/1/2035                   69.84                                360
   11283606                  P                       8/1/2020                      20                                180
   11283615                  CO                      8/1/2035                      80                                360
   11283642                  CO                      8/1/2035                   47.06                                360
   11283707                  P                       8/1/2020                      20                                180
   11283930                  CO                      8/1/2035                      95                                360
   11284089                  P                       8/1/2020                      20                                180
   11284170                  P                       8/1/2020                      20                                180
   11284237                  P                       8/1/2020                      20                                180
   11284690                  CO                      8/1/2035                   81.82                                360
   11284803                  P                       8/1/2035                      75                                360
   11284832                  P                       8/1/2020                      20                                180
   11284917                  CO                      8/1/2035                   66.35                                360
   11285032                  CO                      8/1/2035                      95                                360
   11285050                  P                       8/1/2020                      20                                180
   11285143                  P                       8/1/2020                      20                                180
   11285532                  P                       8/1/2035                      85                                360
   11285983                  P                       8/1/2020                      20                                180
   11286176                  P                       8/1/2020                      20                                180
   11286643                  P                       8/1/2020                      20                                180
   11286668                  CO                      8/1/2020                      15                                180
   11286826                  P                       8/1/2035                      80                                360
   11286911                  P                       8/1/2020                      20                                180
   11287295                  CO                      9/1/2035                   58.82                                360
   11287621                  P                       8/1/2020                      20                                180
   11287862                  P                       8/1/2020                      20                                180
   11288254                  P                       8/1/2020                      20                                180
   11288259                  P                       8/1/2020                      20                                180
   11290205                  P                       8/1/2020                      20                                180
   11256058                  P                       8/1/2035                   79.17                                360
   11256866                  P                       8/1/2035                      80                                360
   11258188                  P                       8/1/2035                      80                                360
   11201529                  CO                      6/1/2020                      20                                180
   11232701                  P                       6/1/2020                      20                                180
   11234210                  P                       7/1/2020                      20                                180
   11234723                  P                       8/1/2035                      80                                360
   11236121                  P                       8/1/2020                      20                                180
   11245146                  CO                      7/1/2035                      75                                360
   11245512                  CO                      8/1/2035                   75.86                                360
   11245551                  CO                      8/1/2020                      20                                180
   11245655                  CO                      7/1/2035                      90                                360
   11247056                  CO                      8/1/2035                      95                                360
   11248690                  P                       7/1/2020                   26.53                                180
   11249059                  CO                      7/1/2035                      95                                360
   11249653                  P                       7/1/2020                      20                                180
   11250125                  P                       7/1/2020                      20                                180
   11252928                  P                       7/1/2020                      10                                180
   11255011                  CO                      8/1/2035                      70                                360
   11256869                  P                       8/1/2020                      20                                180
   11257275                  CO                      7/1/2035                      85                                360
   11262835                  P                       8/1/2020                      20                                180
   11271196                  CO                      8/1/2035                      80                                360
   11275225                  P                       8/1/2020                      20                                180
   11275295                  P                       8/1/2020                      20                                180
   11251101                  P                       8/1/2020                      20                                180



LOANID                  PMT DUE FIRST DATE AFTER CUT-OFF        ORIGINAL BALANCE               MORTGAGE RATE AFTER CUT-OFF
 ----                  --------------------------------        -----------------              ---------------------------
   11216962                         3,264.41                      427,500.00                              8.425
   11279446                         2,020.03                      407,400.00                               5.95
   11248818                         2,160.05                      348,000.00                               6.99
   11264124                         2,812.50                      540,000.00                               6.25
   11240267                           621.59                       78,300.00                               8.85
   11257801                         1,664.60                      264,000.00                              7.125
   11248624                           927.16                      139,500.00                               6.99
   11247960                         1,625.18                      279,000.00                               6.99
   11263734                           673.46                       92,000.00                              7.975
   11252425                         1,679.69                      218,450.00                                8.5
   11260053                           584.10                      108,000.00                               6.49
   11259189                         1,719.87                      248,400.00                                7.4
   11261530                         1,917.60                      288,000.00                               7.99
   11265145                         1,886.85                      378,000.00                               5.99
   11257720                         1,862.85                      280,000.00                                  7
   11253829                         1,664.97                      318,400.00                              6.275
   11247493                         2,896.25                      662,000.00                               5.25
   11261593                         2,796.86                      400,000.00                                7.5
   11244353                         3,570.41                      502,000.00                              7.675
   11265062                         2,353.20                      460,800.00                              5.425
   11251411                         2,314.75                      472,800.00                              5.875
   11120826                         4,870.80                      850,000.00                              6.325
   11222348                         2,210.73                      360,000.00                              6.225
   11240224                           720.92                       90,000.00                               8.95
   11251293                           930.31                      128,000.00                                7.9
   11256092                         2,086.88                      292,000.00                              7.725
   11256243                           920.34                      157,200.00                                6.5
   11260429                           938.33                      128,000.00                               7.99
   11263507                           987.74                      164,000.00                              6.735
   11264086                         1,281.50                      220,000.00                               6.99
   11268054                         2,234.02                      332,000.00                                7.7
   11270096                         1,408.08                      244,000.00                              6.925
   11274871                         1,107.87                      224,000.00                              5.935
   11276937                         4,057.63                      738,400.00                               5.99
   11175349                         1,438.30                      182,000.00                                8.8
   11230629                           973.40                      166,800.00                               5.75
   11258695                         2,167.40                      304,000.00                                7.7
   11262190                         1,027.44                       88,000.00                              7.125
   11270567                         3,088.85                      481,500.00                              7.275
   11247717                         1,345.93                      230,010.00                              5.775
   11244328                         2,907.15                      582,400.00                               5.99
   11249989                         1,061.87                      168,000.00                                6.5
   11251199                         1,028.91                      136,000.00                              8.325
   11253055                         1,525.46                      277,600.00                               5.99
   11253112                         2,196.53                      378,400.00                               6.43
   11260940                         1,859.17                      388,000.00                               5.75
   11261813                           993.13                      160,000.00                               6.99
   11271800                         1,971.05                      399,200.00                              5.925
   11272347                         1,888.84                      328,000.00                              6.365
   11278348                         2,750.96                      443,200.00                               6.99
   11187418                         3,135.96                      430,000.00                               8.45
   11237238                           352.32                       37,025.00                              10.99
   11247014                           958.32                      146,400.00                               6.84
   11273615                         2,222.16                      289,000.00                                8.5
   11244959                         2,891.14                      435,000.00                               6.99
   11248009                         3,846.40                      637,500.00                               6.75
   11255325                         3,186.88                      471,000.00                               7.75
   11274473                         2,100.00                      400,000.00                                6.3
   11233800                         1,705.41                      274,400.00                              7.001
   11270436                         2,025.43                      342,400.00                              5.875
   11253224                         1,093.70                      180,000.00                              6.125
   11259995                         1,243.89                      224,000.00                                5.3
   11274060                         4,034.58                      650,000.00                               6.99
   11227094                         4,003.94                      650,000.00                              6.925
   11245140                         2,025.00                      360,000.00                               6.75
   11245246                         1,482.33                      220,000.00                              7.126
   11277740                         4,223.50                      700,000.00                               6.75
   11247811                         1,922.29                      318,600.00                               6.75
   11264951                         2,634.56                      450,000.00                                6.5
   11252614                           594.55                       84,000.00                              7.625
   11246602                         2,830.94                      409,880.00                              7.375
   11258230                         1,845.21                      315,174.00                                6.5
   11263003                         2,303.29                      371,076.00                               6.99
   11220767                         2,423.00                      369,777.00                               6.85
   11247425                           919.82                      132,107.00                              7.457
   11251226                           492.35                       80,400.00                              6.875
   11254992                         2,143.00                      316,499.00                              7.175
   11260043                         2,762.69                      399,999.00                              7.375
   11270199                         1,610.11                      312,896.00                              6.175
   11271988                         1,449.23                      226,558.00                               7.25
   11275723                           570.46                       69,957.00                               9.15
   11283796                         1,767.54                      292,080.00                              6.775
   11198365                         1,809.71                      280,455.00                                6.7
   11263857                         1,415.49                      241,775.00                                6.5
   11267708                         1,127.18                      155,235.00                               7.89
   11252219                         2,633.90                      473,510.00                              6.675
   11271494                         3,029.29                      511,992.00                                7.1
   11280890                         2,506.43                      371,100.00                               7.15
   11214186                         4,405.74                      754,960.00                               5.75
   11240098                           406.03                       53,920.00                              8.275
   11215427                         2,458.31                      471,995.00                               6.25
   11261195                         1,709.27                      390,690.00                               5.25
   11275020                           750.10                      146,360.00                               6.15
   11234690                         1,031.52                      151,210.00                               7.25
   11264268                         1,916.79                      327,400.00                                6.5
   11240132                           984.72                      132,000.00                              8.175
   11249337                         1,776.13                      355,820.00                               5.99
   11254568                         1,160.42                      191,490.00                                6.1
   11264098                           683.90                      105,985.00                                6.7
   11264781                         1,028.71                      140,865.00                               7.95
   11274084                           953.94                      169,590.00                               6.75
   11275550                           789.54                      154,685.00                              6.125
   11227751                           760.92                       98,960.00                                8.5
   11182495                           573.37                       76,320.00                               8.25
   11275008                         2,672.15                      411,100.00                                7.8
   11252472                           446.72                       68,000.00                              6.875
   11272889                         1,349.23                      225,635.00                              6.675
   11282765                         2,359.11                      362,795.00                              6.775
   11243146                           447.61                       60,000.00                              8.175
   11252907                         1,107.38                      175,200.00                                6.5
   11255029                           667.57                      102,400.00                                6.8
   11255570                           716.56                      108,800.00                                6.9
   11239026                           777.99                      113,200.00                              7.325
   11237997                         1,009.22                      156,000.00                              6.725
   11233200                           887.81                      131,120.00                              7.175
   11261810                           955.05                      140,000.00                               7.25
   11259143                         1,190.85                      176,000.00                               7.75
   11278445                         1,597.92                      260,000.00                              7.375
   11232325                           977.17                      180,400.00                                6.5
   11252363                         1,962.24                      261,680.00                               8.23
   11249386                           773.61                      128,000.00                              6.075
   11230870                         1,096.92                      161,600.00                                7.2
   11250565                         1,155.42                      188,000.00                              7.375
   11260390                           883.12                      145,500.00                                6.8
   11279912                         2,216.19                      327,900.00                               7.74
   11260499                         1,163.65                      196,000.00                              7.125
   11258275                         1,165.97                      180,230.00                              6.725
   11243920                         1,041.03                      180,000.00                                6.4
   11223205                         2,263.35                      360,000.00                                7.1
   11205136                         1,405.40                      197,600.00                              7.675
   11239152                         1,365.38                      234,400.00                               6.99
   11257886                         1,391.05                      237,600.00                                6.5
   11256017                         1,515.99                      229,600.00                              6.925
   11260623                         1,391.20                      205,465.00                              7.175
   11250078                         1,372.80                      249,600.00                                6.6
   11256152                         2,623.17                      359,200.00                               7.95
   11243050                         2,059.99                      296,792.00                              7.425
   11157311                           681.97                       98,400.00                               7.41
   11243387                         2,486.57                      339,200.00                               7.99
   11256745                         1,633.50                      264,000.00                              7.425
   11223124                         1,200.63                      176,000.00                               7.25
   11267313                         1,322.58                      236,000.00                              6.725
   11229660                           912.00                      192,000.00                                5.7
   11235797                         1,429.33                      268,000.00                                6.4
   11257910                         2,958.46                      703,000.00                               5.05
   11218123                         1,081.67                      176,000.00                              7.375
   11285183                         1,944.30                      332,100.00                                6.5
   11226413                         1,676.57                      311,920.00                               6.45
   11244945                         1,437.60                      288,000.00                               5.99
   11260771                         1,869.71                      292,000.00                              6.625
   11271090                           585.80                       96,000.00                              6.165
   11256722                         2,537.91                      389,200.00                              7.825
   11272607                           829.09                      118,400.00                              7.515
   11274098                           709.49                      108,000.00                              6.875
   11243625                         1,593.75                      300,000.00                              6.375
   11240008                         2,275.44                      360,000.00                                6.5
   11273900                           672.37                      116,800.00                              5.625
   11251388                         2,260.93                      421,650.00                               4.99
   11259888                         1,464.80                      239,200.00                              6.875
   11219340                         2,900.50                      498,454.00                               6.45
   11201526                           696.07                       96,000.00                              7.875
   11206831                         2,145.11                      320,000.00                              7.075
   11242672                         1,123.01                      172,100.00                              7.425
   11257245                         1,649.41                      221,100.00                              8.175
   11236619                         1,179.53                      236,300.00                               5.99
   11269129                         1,181.22                      184,000.00                               6.65
   11264139                         1,610.72                      261,600.00                               6.25
   11271059                           821.94                      122,000.00                              7.125
   11253658                         1,233.86                      226,050.00                               6.55
   11253243                         1,648.28                      248,000.00                               6.99
   11265227                         1,406.76                      256,000.00                               5.99
   11263700                           923.00                      170,400.00                                6.5
   11282562                         2,171.84                      359,960.00                               6.75
   11228658                         4,215.14                      575,000.00                               7.99
   11250777                         1,295.85                      220,000.00                               6.55
   11279934                         1,755.11                      320,000.00                              5.975
   11254474                         1,960.80                      336,000.00                               5.75
   11269422                         1,795.93                      360,000.00                               5.25
   11258094                         1,852.50                      360,000.00                              6.175
   11280736                         1,646.89                      292,800.00                              6.175
   11198675                         5,552.69                      800,000.00                              7.425
   11266554                         3,940.63                      650,000.00                              7.275
   11221241                         3,827.53                      580,000.00                              7.525
   11238386                         1,573.00                      290,400.00                                6.5
   11243884                         1,499.45                      236,000.00                               6.55
   11171617                         3,789.63                      612,466.00                              7.425
   11174078                         1,987.09                      386,540.00                              5.475
   11193831                           884.93                      151,920.00                               6.99
   11200259                         1,688.32                      272,000.00                               6.99
   11205601                         1,095.83                      210,400.00                               6.25
   11207699                         1,189.47                      200,000.00                              5.925
   11211312                         2,507.51                      392,000.00                               7.25
   11213888                         1,591.00                      261,535.00                                7.3
   11214144                         1,737.10                      348,000.00                               5.99
   11214582                           760.45                      117,200.00                              7.375
   11217146                           908.71                      146,400.00                               6.99
   11217444                         1,415.63                      197,600.00                               7.75
   11218007                         1,272.92                      260,000.00                              5.875
   11218247                           744.39                      112,000.00                               6.99
   11218696                         2,900.44                      460,000.00                              7.125
   11218867                           861.43                      123,200.00                                7.5
   11220070                         1,215.62                      270,400.00                                4.5
   11220602                         1,421.30                      244,000.00                               6.99
   11221438                           929.03                      124,535.00                              8.175
   11223830                           627.50                       97,496.00                              6.675
   11223875                         1,796.72                      300,000.00                               5.99
   11224090                         1,375.50                      314,400.00                               5.25
   11225231                         2,656.25                      500,000.00                              6.375
   11225761                           531.10                       73,600.00                              7.825
   11226184                         1,531.56                      261,600.00                                6.5
   11226953                         2,241.56                      345,600.00                               6.75
   11227820                         2,889.21                      492,000.00                              6.525
   11228470                         2,518.01                      458,222.00                               5.99
   11229188                         1,515.57                      225,520.00                                7.1
   11229217                         1,668.66                      264,000.00                                6.5
   11229935                         1,148.33                      212,000.00                                6.5
   11230735                         1,604.17                      308,000.00                               6.25
   11230925                         2,980.07                      484,000.00                               6.25
   11231105                         1,957.60                      300,000.00                              7.425
   11231606                         1,122.71                      192,000.00                               6.49
   11232135                           610.93                       91,920.00                               6.99
   11232252                         2,143.78                      328,000.00                              6.825
   11232733                         1,689.25                      290,000.00                               6.99
   11233437                         1,255.52                      232,592.00                               5.85
   11233707                         4,427.00                      760,000.00                               6.99
   11233786                         1,187.20                      180,720.00                              6.875
   11233979                         2,636.40                      368,000.00                               7.75
   11234004                         2,244.31                      349,600.00                               6.65
   11234147                         1,357.73                      272,000.00                               5.99
   11234209                         1,314.00                      216,000.00                                7.3
   11234303                         1,392.84                      199,200.00                                7.5
   11234374                           798.83                      121,600.00                              6.875
   11235378                         1,476.03                      256,000.00                              6.375
   11235435                         3,527.50                      664,000.00                              6.375
   11235770                         1,514.92                      288,000.00                               5.65
   11235790                           629.83                      100,429.00                              6.425
   11236307                         3,100.99                      436,000.00                              7.675
   11236791                           437.13                       60,000.00                              7.925
   11236887                         2,870.89                      424,000.00                              7.175
   11237232                           898.90                      148,100.00                                6.8
   11238259                         1,889.94                      284,000.00                                7.6
   11238266                         1,487.43                      244,800.00                              6.125
   11238407                         1,844.11                      247,200.00                              8.175
   11238416                           693.00                      108,000.00                                7.7
   11238567                           893.17                      184,000.00                              5.825
   11238834                         1,188.29                      188,000.00                                6.5
   11239298                         2,382.20                      412,800.00                              6.925
   11239342                         1,229.40                      192,000.00                              6.625
   11239845                         2,698.67                      428,000.00                              7.125
   11240186                         2,005.83                      332,000.00                               7.25
   11240190                         1,979.17                      380,000.00                               6.25
   11240217                         1,061.67                      196,000.00                                6.5
   11240388                           844.98                      134,400.00                                7.1
   11240517                           669.06                      121,600.00                                  6
   11241022                         2,456.06                      381,600.00                              6.675
   11241163                           755.20                      153,600.00                                5.9
   11241288                         1,754.63                      264,000.00                               6.99
   11241798                         1,286.68                      200,000.00                                7.3
   11241872                         1,527.17                      308,000.00                               5.95
   11241902                         1,241.41                      200,000.00                               6.99
   11241926                         3,711.08                      569,250.00                                6.8
   11241940                           662.50                      120,000.00                              6.625
   11241982                           976.12                      164,720.00                                6.6
   11242218                         1,328.89                      240,000.00                               6.05
   11242254                         1,214.23                      292,000.00                               4.99
   11242603                         1,534.38                      247,200.00                               6.99
   11242699                         1,882.34                      288,000.00                              6.825
   11242728                         2,576.37                      364,000.00                              7.625
   11242761                         1,361.92                      236,000.00                              6.925
   11242872                         2,697.26                      372,000.00                              7.875
   11242880                         2,358.68                      380,000.00                               6.99
   11243026                         4,841.50                      780,000.00                               6.99
   11243135                         1,391.50                      276,000.00                               6.05
   11243246                           785.43                      116,000.00                              7.175
   11243593                           879.23                      160,000.00                               5.99
   11243630                         2,702.50                      552,000.00                              5.875
   11243681                           527.10                       84,800.00                               6.34
   11243738                         1,782.63                      340,000.00                              5.625
   11243772                           672.00                      128,000.00                                6.3
   11244161                         1,828.95                      366,400.00                               5.99
   11244173                         1,737.97                      280,000.00                               6.99
   11244424                         1,308.56                      247,960.00                              5.675
   11244564                         2,124.79                      302,400.00                               7.55
   11245008                           545.03                       96,000.00                               6.25
   11245099                           698.73                      112,000.00                              6.375
   11245168                         1,188.70                      212,000.00                               6.15
   11245174                           981.33                      184,000.00                                6.4
   11245206                         1,895.83                      364,000.00                               6.25
   11245543                         1,371.67                      208,800.00                              6.875
   11245687                         2,100.53                      340,000.00                               6.95
   11245938                         1,426.45                      255,200.00                              6.125
   11245958                         3,669.55                      638,400.00                               6.35
   11246358                           854.17                      164,000.00                               6.25
   11246448                         2,126.72                      340,000.00                                6.4
   11246520                         2,089.91                      292,000.00                               7.74
   11246557                           826.12                      120,800.00                              7.275
   11246643                           843.33                      184,000.00                                5.5
   11246696                         1,660.33                      272,000.00                              7.325
   11246776                         2,051.44                      350,400.00                                6.5
   11247021                           372.96                       68,000.00                              5.975
   11247032                           515.05                       82,400.00                               7.05
   11247117                         1,381.85                      230,400.00                                6.7
   11247200                           908.35                      145,600.00                              6.375
   11247342                         1,539.10                      235,200.00                               7.45
   11247597                         3,205.38                      519,792.00                                7.4
   11247655                         1,780.46                      308,800.00                              6.375
   11247667                         2,367.33                      424,000.00                                6.7
   11247719                         1,579.37                      240,000.00                                7.5
   11247977                         2,621.86                      422,400.00                               6.99
   11248022                         1,163.83                      218,400.00                               5.75
   11248138                         1,618.01                      239,920.00                              7.135
   11248207                           958.25                      160,000.00                               5.99
   11248218                         1,121.33                      232,000.00                                5.8
   11248253                           928.05                      155,200.00                              6.675
   11248412                         1,355.66                      192,000.00                                7.6
   11248436                           973.24                      156,000.00                              6.375
   11248448                           881.67                      184,000.00                               5.75
   11248484                         2,210.96                      366,400.00                              6.751
   11248537                         1,359.58                      255,920.00                              6.375
   11248577                         1,521.62                      256,000.00                              6.625
   11248988                         1,299.44                      207,200.00                              6.425
   11249091                           762.89                      114,320.00                              7.625
   11249782                         1,516.67                      280,000.00                                6.5
   11249806                           746.42                      118,400.00                              6.475
   11250211                           950.79                      144,000.00                              6.925
   11250289                         2,379.96                      419,200.00                               6.25
   11250312                           819.33                      132,000.00                               6.99
   11250443                         1,408.01                      237,600.00                                6.6
   11250462                         1,609.50                      266,400.00                               7.25
   11250633                         2,251.18                      330,000.00                               7.25
   11250669                         1,286.55                      228,720.00                               6.75
   11250671                         2,228.32                      343,920.00                              7.775
   11250684                           459.28                       69,208.00                              6.975
   11250691                         3,401.00                      572,800.00                              7.125
   11250779                         1,550.93                      286,400.00                              5.875
   11250811                         1,520.46                      252,000.00                               6.75
   11250813                         2,056.57                      412,000.00                               5.99
   11250946                           614.83                      124,000.00                               5.95
   11251016                           804.75                      128,000.00                                7.1
   11251033                         2,916.11                      412,000.00                              7.625
   11251119                           793.66                      136,000.00                               5.75
   11251175                           891.93                      180,000.00                                5.2
   11251419                         2,529.17                      432,000.00                                6.5
   11251433                         2,425.77                      438,100.00                               6.05
   11251530                           714.23                      116,000.00                               6.25
   11251572                           931.80                      153,520.00                                6.8
   11251739                           615.31                       88,000.00                                7.5
   11251774                         1,126.54                      197,200.00                                6.3
   11251793                         1,363.07                      212,000.00                              6.665
   11251811                         2,154.91                      312,000.00                              7.375
   11252093                         1,211.18                      234,800.00                               6.19
   11252169                           793.11                      128,000.00                              6.975
   11252182                         2,145.83                      412,000.00                               6.25
   11252211                         1,690.95                      296,000.00                                6.3
   11252380                           589.33                      104,000.00                                6.8
   11252384                         3,070.00                      491,200.00                                7.5
   11252474                         1,222.92                      184,000.00                               6.99
   11252510                         1,662.61                      312,000.00                               5.75
   11252559                         1,318.40                      247,200.00                                6.4
   11252658                           725.33                      128,000.00                                6.8
   11252666                           573.69                       88,000.00                                6.8
   11252681                         1,551.25                      248,000.00                                6.4
   11252748                         1,071.89                      164,000.00                              6.825
   11252797                         1,331.11                      201,600.00                              6.925
   11252808                         1,330.12                      196,800.00                               7.74
   11252846                         1,080.11                      156,000.00                                7.4
   11252897                           888.35                      124,000.00                               7.75
   11252906                         1,043.12                      156,000.00                               7.05
   11252911                           422.86                       68,125.00                               6.99
   11252925                         1,685.50                      253,600.00                               6.99
   11252979                         2,661.21                      400,000.00                                  7
   11253017                         1,312.34                      222,800.00                               6.55
   11253165                         2,270.17                      424,000.00                              6.425
   11253330                         1,033.82                      148,000.00                               7.49
   11253370                           379.87                       55,000.00                              7.375
   11253397                         1,193.50                      248,000.00                              5.775
   11253410                         1,434.21                      200,000.00                               7.76
   11253841                           913.23                      140,800.00                               6.75
   11254031                         1,634.47                      252,000.00                               6.75
   11254050                         3,221.33                      512,000.00                               7.55
   11254097                           884.90                      140,000.00                                6.5
   11254154                         3,454.20                      590,000.00                                6.5
   11254165                         1,037.19                      152,800.00                                7.2
   11254178                         2,519.75                      356,000.00                              7.625
   11254217                         3,020.32                      483,200.00                               7.05
   11254404                         1,537.80                      264,000.00                               6.99
   11254460                         1,403.39                      240,000.00                               6.49
   11254515                         1,177.92                      220,000.00                              6.425
   11254534                         1,265.25                      270,400.00                              5.615
   11254576                         2,773.33                      512,000.00                                6.5
   11254595                         1,351.52                      224,000.00                               6.75
   11254655                         1,026.67                      220,000.00                                5.6
   11254660                         1,594.27                      293,840.00                               5.89
   11254724                         2,553.57                      399,200.00                               7.25
   11254759                         1,725.93                      304,000.00                               6.25
   11254770                         1,632.02                      248,000.00                                7.5
   11254783                           690.17                      161,600.00                              5.125
   11254792                         2,542.48                      395,200.00                                7.3
   11254816                         2,787.33                      452,000.00                                7.4
   11254893                           738.37                      119,920.00                               6.25
   11254932                           761.80                      103,920.00                               7.99
   11254953                           985.24                      134,400.00                               7.99
   11254993                           591.54                      100,000.00                              5.875
   11255018                         1,323.27                      236,000.00                               6.15
   11255032                         1,930.86                      272,800.00                              7.625
   11255040                         1,585.67                      284,000.00                                6.7
   11255131                           485.46                       69,600.00                              7.475
   11255136                         1,092.44                      176,000.00                               6.99
   11255179                         1,202.58                      188,000.00                               7.25
   11255214                           868.99                      140,000.00                               6.99
   11255217                         1,886.94                      275,920.00                              7.275
   11255235                         1,532.85                      210,400.00                              7.925
   11255265                           534.00                       76,800.00                                  8
   11255266                         1,923.36                      320,800.00                                  6
   11255275                         2,050.83                      428,000.00                               5.75
   11255276                           720.38                      105,600.00                               7.25
   11255307                         1,063.39                      175,200.00                                6.8
   11255398                           327.86                       56,000.00                                6.5
   11255446                         3,315.00                      624,000.00                              6.375
   11255529                         3,981.02                      664,000.00                                  6
   11255678                         1,558.24                      236,000.00                              6.925
   11255687                         2,066.05                      365,040.00                              6.225
   11255752                         2,624.00                      614,400.00                              5.125
   11255764                         1,037.69                      168,000.00                               6.28
   11255765                         1,797.74                      247,941.00                              7.875
   11255767                         1,943.72                      332,000.00                                6.5
   11255771                         2,127.40                      328,000.00                               6.75
   11255804                         1,158.45                      192,000.00                               6.75
   11255848                           575.17                      116,000.00                               5.95
   11255854                         1,053.32                      162,400.00                               6.75
   11255909                         1,210.00                      240,000.00                               6.05
   11255912                           747.35                      126,000.00                                5.9
   11255980                         2,004.30                      367,200.00                               6.55
   11255995                         1,907.85                      386,400.00                              5.925
   11256027                         2,189.28                      358,400.00                              6.175
   11256127                         1,414.36                      224,000.00                               6.49
   11256202                           361.33                       49,290.00                               7.99
   11256208                         3,231.72                      552,000.00                                6.5
   11256252                         1,384.78                      252,000.00                               5.99
   11256282                           696.83                      148,000.00                               5.65
   11256288                         4,223.98                      744,000.00                               6.25
   11256309                           751.33                      156,800.00                               5.75
   11256315                         1,747.07                      264,000.00                               7.55
   11256368                           776.18                      129,600.00                               5.99
   11256370                         3,728.00                      640,000.00                               6.99
   11256451                           639.67                      100,000.00                               7.25
   11256463                         1,266.79                      244,000.00                               5.55
   11256480                         2,416.44                      452,000.00                              5.775
   11256503                         1,104.90                      164,000.00                              7.125
   11256510                         1,329.80                      194,392.00                               7.85
   11256607                           830.36                      126,400.00                              6.875
   11256622                         3,219.17                      516,000.00                              6.375
   11256649                         1,330.47                      208,000.00                              6.615
   11256703                           805.00                      168,000.00                               5.75
   11256728                         1,172.88                      188,000.00                              6.375
   11256790                         1,044.91                      191,120.00                               5.95
   11256870                           833.56                      113,600.00                                  8
   11256940                         2,120.58                      296,000.00                               7.75
   11256972                         1,232.21                      196,480.00                              6.425
   11256989                         2,280.52                      408,000.00                              6.125
   11257112                         1,308.33                      251,200.00                               6.25
   11257154                         2,827.50                      468,000.00                               7.25
   11257183                         2,375.58                      344,800.00                               7.35
   11257229                         1,019.33                      136,000.00                              8.225
   11257427                         1,003.92                      172,000.00                              6.475
   11257453                           708.33                      136,000.00                               6.25
   11257490                         1,124.08                      192,000.00                                6.5
   11257559                         1,511.13                      236,000.00                              6.625
   11257633                         1,132.49                      216,000.00                              5.625
   11257665                         1,504.75                      232,000.00                               6.75
   11257692                         2,738.79                      498,400.00                               5.99
   11257701                         1,290.75                      310,400.00                               4.99
   11257721                         1,939.67                      423,200.00                                5.5
   11257758                         1,840.00                      384,000.00                               5.75
   11257780                         1,790.83                      276,000.00                              7.375
   11257789                         1,958.33                      376,000.00                               6.25
   11257830                         1,362.57                      240,000.00                               6.25
   11258065                         2,552.59                      436,000.00                                6.5
   11258078                           357.75                       64,800.00                              6.625
   11258106                           528.40                       69,520.00                              8.375
   11258216                           958.99                      180,800.00                              6.365
   11258281                           829.77                      136,400.00                                7.3
   11258347                         3,096.00                      540,000.00                               6.88
   11258386                         1,584.48                      238,400.00                               6.99
   11258435                         1,160.50                      264,000.00                              5.275
   11258441                           657.51                       92,000.00                              7.725
   11258447                         1,607.70                      276,000.00                               6.99
   11258525                           531.67                      116,000.00                                5.5
   11258550                           854.09                      137,600.00                               6.99
   11258590                         2,347.60                      420,000.00                              6.125
   11258591                         2,250.00                      400,000.00                               6.75
   11258626                         1,826.11                      365,222.00                                  6
   11258641                         3,137.06                      472,000.00                               6.99
   11258668                         1,430.10                      230,400.00                               6.99
   11258688                           859.19                      150,400.00                                6.3
   11258776                         1,662.56                      308,000.00                               5.85
   11258778                         1,379.58                      308,000.00                              5.375
   11258783                         2,600.00                      500,000.00                               6.24
   11258911                         2,213.25                      468,000.00                              5.675
   11258929                         1,985.90                      289,642.00                              7.301
   11258951                         1,097.12                      188,000.00                               5.75
   11258965                         2,327.94                      400,000.00                              5.725
   11258979                         1,226.70                      180,000.00                               7.24
   11259067                         1,135.40                      197,528.00                               6.35
   11259142                           374.89                       62,320.00                              6.725
   11259170                         1,274.00                      254,800.00                                  6
   11259179                         1,020.99                      208,720.00                               5.87
   11259270                         1,501.74                      280,000.00                                5.8
   11259300                           685.80                      124,800.00                               5.99
   11259306                         1,621.62                      228,000.00                              7.675
   11259314                         1,175.96                      228,000.00                                5.5
   11259351                           806.17                      112,800.00                              7.725
   11259390                         1,922.72                      291,200.00                              6.925
   11259451                         1,622.26                      304,822.00                               5.74
   11259583                           623.30                       94,400.00                              6.925
   11259592                           801.88                      169,560.00                              5.675
   11259633                         2,869.19                      436,000.00                                7.5
   11259662                         1,061.77                      152,000.00                               7.49
   11259708                         2,359.88                      440,000.00                                5.8
   11259716                         2,205.85                      335,200.00                                7.5
   11259736                           511.63                       89,560.00                                6.3
   11259790                         3,499.77                      544,000.00                                7.3
   11259811                         1,882.56                      332,000.00                               6.24
   11259846                           511.10                       74,000.00                              7.375
   11259923                         1,890.88                      311,200.00                              6.125
   11259937                         2,212.90                      336,000.00                                6.9
   11259941                         2,310.00                      504,000.00                                5.5
   11259953                         3,401.74                      500,000.00                                7.8
   11259982                         4,306.69                      664,000.00                               6.75
   11260000                         1,720.40                      352,000.00                              5.865
   11260045                         1,156.70                      200,000.00                                6.4
   11260123                         1,993.33                      360,000.00                               6.05
   11260146                         2,283.07                      352,000.00                               6.75
   11260230                         1,249.11                      175,200.00                                7.7
   11260299                           867.15                      132,000.00                              6.875
   11260318                         1,926.11                      312,000.00                              6.275
   11260339                         1,957.20                      336,000.00                               6.99
   11260347                         1,410.00                      288,000.00                              5.875
   11260414                           873.42                      140,000.00                              6.375
   11260420                         2,344.07                      407,200.00                              5.625
   11260423                         1,437.29                      221,600.00                               6.75
   11260469                         1,143.92                      198,400.00                              6.375
   11260491                         1,584.74                      280,000.00                              6.225
   11260495                           601.08                       82,900.00                              7.875
   11260529                           733.20                      116,000.00                                6.5
   11260551                         1,201.43                      212,800.00                              6.775
   11260578                         1,145.51                      167,920.00                               7.25
   11260592                           721.67                      139,920.00                                5.5
   11260597                           679.34                       95,285.00                                7.7
   11260631                         1,487.78                      270,400.00                                  6
   11260733                         1,573.29                      299,200.00                               6.31
   11260752                         1,699.16                      340,400.00                               5.99
   11260759                         1,604.59                      292,000.00                               5.99
   11260792                           982.83                      141,600.00                              7.425
   11260834                           537.86                       84,000.00                              6.625
   11260836                         5,578.85                      820,000.00                                7.8
   11260849                         1,035.22                      160,000.00                               7.35
   11260873                           648.19                      114,160.00                                5.5
   11260927                         1,796.67                      392,000.00                                5.5
   11260931                         2,020.48                      304,000.00                               6.99
   11261040                           766.93                      143,920.00                               5.75
   11261107                         1,621.22                      252,000.00                                7.3
   11261109                         1,523.17                      248,000.00                                6.9
   11261126                         1,552.50                      324,000.00                               5.75
   11261142                         1,684.06                      282,400.00                               5.95
   11261170                           394.93                       71,600.00                               5.24
   11261234                         2,603.03                      396,000.00                               7.49
   11261285                         1,616.58                      231,200.00                                7.5
   11261310                         1,708.50                      268,000.00                               7.65
   11261316                         2,013.38                      429,520.00                              5.625
   11261330                           718.98                       91,600.00                              8.725
   11261350                         2,260.91                      367,200.00                               6.25
   11261386                         2,054.49                      296,000.00                              7.425
   11261398                         1,846.92                      370,000.00                               5.99
   11261422                           776.18                      129,600.00                               5.99
   11261448                         3,118.12                      540,800.00                              6.375
   11261521                           771.88                      110,392.00                                7.5
   11261544                         2,066.46                      381,600.00                              5.875
   11261563                         1,393.08                      292,000.00                              5.725
   11261570                         2,678.13                      463,920.00                              6.385
   11261668                         1,124.08                      192,000.00                                6.5
   11261688                         1,314.44                      239,200.00                               5.99
   11261722                           430.67                       66,400.00                               6.75
   11261750                         1,272.92                      260,000.00                              5.875
   11261768                         1,540.90                      253,600.00                              6.125
   11261794                         2,614.98                      447,200.00                               6.49
   11261815                           817.91                      156,000.00                              5.625
   11261821                         3,187.67                      584,000.00                               6.55
   11261837                         1,686.12                      288,000.00                                6.5
   11261842                           764.35                      141,600.00                               5.85
   11261872                         2,288.98                      420,000.00                              5.925
   11261874                         1,238.83                      181,600.00                               7.25
   11261898                           957.07                      144,000.00                               6.99
   11261906                         2,124.79                      302,400.00                               7.55
   11261964                         1,865.30                      356,000.00                               5.62
   11262092                         1,746.61                      216,000.00                               5.34
   11262158                         1,489.40                      254,400.00                                6.5
   11262166                         2,498.16                      363,200.00                                7.9
   11262185                         3,568.69                      550,000.00                              7.375
   11262189                         2,679.82                      388,000.00                              7.375
   11262208                         2,136.49                      352,000.00                                6.8
   11262303                         2,194.50                      396,000.00                               6.65
   11262315                         2,296.17                      460,000.00                               5.99
   11262323                         1,383.33                      200,000.00                                8.3
   11262334                         2,395.83                      500,000.00                               5.75
   11262345                         2,914.50                      536,000.00                              6.525
   11262346                           516.47                       85,600.00                               6.75
   11262435                         1,090.79                      172,000.00                              7.175
   11262438                         1,103.27                      214,400.00                              6.175
   11262457                         2,826.90                      527,200.00                               4.99
   11262547                         1,604.40                      248,000.00                              6.725
   11262560                           943.57                      144,000.00                               6.85
   11262562                           962.50                      184,800.00                               6.25
   11262569                         1,193.93                      192,350.00                               6.99
   11262598                         1,640.00                      328,000.00                                  6
   11262646                         3,085.18                      508,000.00                              6.805
   11262678                         1,313.04                      246,400.00                               5.75
   11262683                         1,109.17                      220,000.00                               6.05
   11262715                           827.35                      126,908.00                                6.8
   11262722                           954.74                      147,200.00                               6.75
   11262774                           626.95                      104,000.00                              6.051
   11262786                         3,198.87                      476,000.00                                7.1
   11262834                         1,729.44                      271,920.00                                7.2
   11262847                           611.63                       96,265.00                               6.55
   11262968                           689.60                      112,000.00                               6.25
   11262974                         1,462.40                      260,000.00                              6.175
   11262982                           374.10                       68,800.00                              6.525
   11263039                         1,770.80                      304,000.00                               6.99
   11263043                         1,683.35                      271,200.00                               6.99
   11263109                           644.40                       84,000.00                              8.475
   11263121                           962.75                      175,200.00                               5.99
   11263125                         1,737.97                      280,000.00                               6.99
   11263180                         1,834.93                      323,200.00                               6.25
   11263239                         1,488.77                      224,000.00                               6.99
   11263260                         1,820.75                      312,000.00                               5.75
   11263283                         3,210.91                      508,000.00                                6.5
   11263311                           664.42                      112,800.00                               6.55
   11263325                           791.22                      137,228.00                              6.375
   11263329                         4,164.12                      624,000.00                              7.625
   11263358                         1,256.67                      260,000.00                                5.8
   11263377                         3,948.43                      598,000.00                              6.925
   11263470                         2,090.81                      380,000.00                                  6
   11263519                         2,100.23                      316,000.00                               6.99
   11263539                         3,961.12                      768,000.00                                5.5
   11263547                         2,211.70                      364,000.00                              6.125
   11263550                         1,153.52                      182,500.00                                6.5
   11263608                         1,903.96                      292,800.00                              6.775
   11263630                         1,417.45                      202,720.00                                7.5
   11263657                         1,518.53                      223,200.00                                7.8
   11263675                         1,499.39                      276,000.00                                5.9
   11263704                         2,487.75                      428,000.00                              6.975
   11263765                         1,486.33                      274,400.00                                6.5
   11263803                         1,337.92                      260,000.00                              6.175
   11263805                           526.39                       79,200.00                               6.99
   11263833                         2,701.07                      399,200.00                               7.75
   11263835                         1,848.72                      336,000.00                                  6
   11263898                         3,513.33                      544,000.00                               7.75
   11263922                         1,646.66                      226,000.00                              7.926
   11263932                         2,021.02                      325,600.00                               6.99
   11263955                         1,137.19                      177,600.00                              6.625
   11263967                         1,248.00                      192,000.00                                7.8
   11263980                         1,623.60                      316,800.00                               6.15
   11263995                         1,787.63                      288,000.00                               6.99
   11263998                         1,740.17                      315,200.00                              6.625
   11264018                           876.54                      175,600.00                               5.99
   11264031                         2,725.89                      465,600.00                                6.5
   11264033                         3,554.59                      572,000.00                                  7
   11264088                         1,023.14                      192,000.00                               5.75
   11264093                         3,496.04                      556,000.00                               6.45
   11264161                         2,454.15                      416,000.00                               5.85
   11264163                         1,735.00                      302,400.00                              6.335
   11264222                           457.50                       59,500.00                                8.5
   11264232                           906.75                      164,800.00                                  6
   11264261                         2,982.87                      480,000.00                                  7
   11264284                         1,560.00                      312,000.00                                  6
   11264340                         2,675.53                      536,000.00                               5.99
   11264365                         1,275.92                      244,000.00                              6.275
   11264376                         1,597.50                      284,000.00                               6.75
   11264395                         1,517.00                      296,000.00                               6.15
   11264410                         1,206.71                      207,160.00                               6.99
   11264422                           815.22                      119,800.00                              7.225
   11264494                         1,534.38                      247,200.00                               6.99
   11264499                           866.33                      180,800.00                               5.75
   11264521                         2,379.58                      372,000.00                               7.25
   11264584                         3,055.51                      439,920.00                               7.99
   11264587                         1,449.42                      242,400.00                              5.975
   11264631                           632.50                      132,000.00                               5.75
   11264647                           852.29                      130,400.00                              6.825
   11264679                         1,248.73                      212,000.00                               6.55
   11264683                         2,236.75                      332,000.00                              7.125
   11264709                           840.09                      126,400.00                               6.99
   11264759                         1,389.15                      212,000.00                               6.85
   11264809                         2,318.41                      396,000.00                                6.5
   11264813                         1,003.50                      180,000.00                               6.69
   11264822                           317.00                       49,000.00                              6.725
   11264859                         2,365.25                      404,000.00                                6.5
   11264869                         1,650.01                      277,600.00                              6.625
   11264886                         3,181.83                      680,000.00                              5.615
   11264889                         2,258.01                      348,000.00                              7.375
   11264925                         2,289.33                      404,000.00                                6.8
   11264939                         1,143.65                      205,600.00                              6.675
   11264963                         1,897.98                      346,400.00                              6.575
   11265005                         1,457.61                      252,000.00                              6.401
   11265067                         1,713.70                      292,000.00                               6.52
   11265076                         1,415.15                      226,400.00                               7.05
   11265079                         1,922.66                      401,250.00                               5.75
   11265101                         3,794.26                      540,000.00                               7.55
   11265134                         1,668.50                      340,800.00                              5.875
   11265155                           741.02                      112,800.00                              6.875
   11265224                         1,660.50                      324,000.00                               6.15
   11265243                         1,896.20                      300,000.00                                6.5
   11265250                           973.15                      151,200.00                              6.675
   11265262                         1,413.96                      210,400.00                                7.1
   11265275                         3,772.25                      581,600.00                               6.75
   11265277                         2,180.75                      368,000.00                                6.6
   11265301                         1,760.26                      300,000.00                                5.8
   11265315                         1,506.50                      276,000.00                               6.55
   11265341                           800.78                      132,720.00                               6.75
   11265419                           852.80                      164,000.00                               6.24
   11265465                         1,362.06                      210,000.00                               6.75
   11265485                           743.90                      118,000.00                              6.475
   11265509                         2,479.17                      476,000.00                               6.25
   11265523                         1,141.08                      188,000.00                                6.8
   11265554                           766.33                      152,000.00                               6.05
   11265593                         1,350.00                      240,000.00                               6.75
   11265612                         2,721.43                      472,000.00                              6.375
   11265730                         1,552.65                      240,000.00                              6.725
   11265750                           457.43                       62,400.00                               7.99
   11265772                         2,130.68                      380,000.00                               6.15
   11265800                         1,086.65                      171,920.00                                6.5
   11265910                         1,293.93                      248,435.00                               6.25
   11265956                         1,451.23                      229,600.00                                6.5
   11265986                         2,547.62                      396,000.00                                7.3
   11266033                           718.63                      122,320.00                               7.05
   11266045                         1,225.95                      245,600.00                               5.99
   11266081                         1,203.61                      212,000.00                               6.25
   11266135                           836.60                      142,400.00                               7.05
   11266172                           406.88                       56,250.00                               7.85
   11266218                         1,180.90                      208,000.00                               6.25
   11266344                         1,660.51                      279,200.00                              5.925
   11266358                         1,656.00                      345,600.00                               5.75
   11266372                         1,525.12                      272,000.00                               6.15
   11266400                         1,409.78                      240,800.00                                6.5
   11266440                         2,424.00                      484,800.00                                  6
   11266453                         1,196.34                      180,000.00                               6.99
   11266538                         1,796.05                      312,000.00                              5.625
   11266540                         2,205.17                      404,000.00                               6.55
   11266564                           850.73                      128,000.00                               6.99
   11266566                         1,207.93                      200,800.00                              6.725
   11266581                         2,005.47                      324,000.00                                6.3
   11266602                         3,298.07                      504,000.00                               7.45
   11266641                         1,794.06                      316,000.00                               6.25
   11266647                         1,758.58                      359,200.00                              5.875
   11266702                           721.50                      148,000.00                               5.85
   11266722                         1,403.70                      211,200.00                               6.99
   11266824                           690.68                      100,000.00                              7.375
   11266827                           875.52                      160,400.00                               6.55
   11266842                           970.20                      160,800.00                               6.75
   11266864                         1,763.76                      277,600.00                               6.55
   11266887                           386.06                       63,200.00                              6.175
   11266889                           595.83                       88,000.00                              8.125
   11266891                           845.90                      124,000.00                               7.25
   11266936                         1,431.47                      268,400.00                                6.4
   11266960                         1,714.49                      312,000.00                               5.99
   11266967                         1,925.00                      400,000.00                              5.775
   11267004                         2,334.29                      400,000.00                               5.75
   11267017                         2,631.94                      396,000.00                               6.99
   11267065                         1,829.99                      302,400.00                              6.775
   11267119                         2,023.54                      320,000.00                               7.15
   11267127                         1,225.13                      196,000.00                               7.05
   11267128                           613.28                      102,400.00                               5.99
   11267178                         1,349.08                      208,000.00                               6.75
   11267203                         1,447.52                      248,000.00                              6.475
   11267218                           597.84                       64,000.00                              7.625
   11267225                         2,496.41                      420,000.00                              6.625
   11267235                         1,297.83                      260,000.00                               5.99
   11267328                         1,289.65                      258,360.00                               5.99
   11267340                         1,330.79                      214,400.00                               6.99
   11267366                           987.59                      170,519.00                               6.95
   11267368                         1,654.30                      284,000.00                               6.99
   11267380                         1,653.75                      252,000.00                              7.875
   11267393                         1,936.60                      312,000.00                               6.99
   11267410                           574.30                       93,520.00                              6.225
   11267427                         3,009.57                      559,920.00                               6.45
   11267459                         1,717.13                      344,000.00                               5.99
   11267476                           725.97                      124,000.00                                6.5
   11267490                           823.50                      136,000.00                               6.78
   11267537                         1,003.30                      189,600.00                               6.35
   11267542                         2,170.23                      368,000.00                               6.56
   11267548                         1,347.67                      248,800.00                                6.5
   11267562                         2,063.05                      484,000.00                              5.115
   11267572                         4,084.02                      588,000.00                               7.99
   11267588                         2,002.79                      296,000.00                               7.75
   11267593                         2,104.17                      404,000.00                               6.25
   11267610                         2,257.85                      308,000.00                               7.99
   11267612                         1,048.52                      157,600.00                                  7
   11267801                           835.95                      126,320.00                               7.55
   11267803                         1,822.63                      304,000.00                                  6
   11267835                           733.79                      105,720.00                              7.425
   11267873                         1,395.72                      227,920.00                              6.875
   11267894                         2,897.84                      440,000.00                                6.9
   11267925                         2,515.80                      504,000.00                               5.99
   11267932                         1,141.53                      176,000.00                               6.75
   11267951                           675.46                       95,200.00                               7.65
   11267990                         1,507.95                      258,400.00                               5.75
   11267997                           283.12                       40,000.00                              7.625
   11268019                           734.46                      142,400.00                                5.5
   11268052                         1,554.75                      224,000.00                              7.425
   11268084                           989.76                      180,000.00                              5.995
   11268085                         1,119.92                      220,312.00                                6.1
   11268087                         3,483.33                      608,000.00                              6.875
   11268112                         1,170.44                      209,600.00                               5.35
   11268116                         1,944.04                      372,000.00                                5.6
   11268133                         1,162.78                      211,600.00                               5.99
   11268150                           644.44                       94,000.00                                7.3
   11268183                         1,755.83                      344,000.00                              6.125
   11268192                         1,488.77                      224,000.00                               6.99
   11268203                         1,267.50                      270,400.00                              5.625
   11268229                         1,966.67                      320,000.00                              7.375
   11268237                           459.44                       71,200.00                                6.7
   11268277                         1,244.50                      228,000.00                               6.55
   11268282                         3,489.61                      531,200.00                              6.875
   11268304                         1,177.21                      240,000.00                              5.125
   11268310                         1,944.60                      304,000.00                               7.25
   11268315                           693.18                      118,400.00                                6.5
   11268325                         1,222.00                      208,000.00                               7.05
   11268331                         3,359.30                      460,000.00                               7.95
   11268340                         1,996.80                      374,400.00                                6.4
   11268355                           967.18                      151,200.00                               7.25
   11268357                         3,278.42                      506,760.00                              6.725
   11268361                         1,100.66                      188,000.00                                6.5
   11268368                         4,105.18                      560,000.00                               7.99
   11268388                           421.53                       72,000.00                                6.5
   11268462                           908.04                      140,000.00                               6.75
   11268507                         1,288.78                      212,000.00                              7.295
   11268533                           842.07                      145,600.00                                6.4
   11268550                         1,874.14                      280,000.00                               7.06
   11268568                         1,945.70                      288,800.00                              7.125
   11268613                         1,364.25                      214,000.00                               7.65
   11268633                         1,593.62                      229,600.00                              7.425
   11268634                         3,146.22                      600,000.00                              5.626
   11268690                         1,755.24                      256,000.00                              7.301
   11268695                         1,304.80                      224,000.00                               6.99
   11268734                         4,143.13                      727,500.00                              6.275
   11268778                         2,625.29                      388,000.00                               7.75
   11268824                         3,406.19                      596,250.00                                6.3
   11268839                         1,850.59                      312,000.00                                5.9
   11268876                           606.67                      112,000.00                                6.5
   11268946                           687.69                       95,520.00                              7.801
   11269005                         1,755.00                      312,000.00                               6.75
   11269006                         1,662.50                      300,000.00                               6.65
   11269014                           692.65                      110,800.00                              7.051
   11269047                           522.20                       70,000.00                              8.175
   11269051                           583.03                       84,000.00                              7.425
   11269060                         1,625.03                      240,000.00                              7.175
   11269137                         2,735.90                      523,200.00                              6.275
   11269184                           999.48                      144,000.00                              7.425
   11269204                         1,392.27                      294,400.00                              5.675
   11269297                         1,975.00                      379,200.00                               6.25
   11269305                           847.07                      149,200.00                               6.25
   11269349                         2,036.67                      416,000.00                              5.875
   11269369                         1,719.71                      280,000.00                                6.9
   11269379                         1,578.58                      268,000.00                               6.55
   11269469                           539.24                       80,000.00                               7.13
   11269518                           646.03                       93,536.00                              7.375
   11269531                         1,798.33                      332,000.00                                6.5
   11269576                           711.15                      115,500.00                               6.25
   11269582                         2,135.55                      495,200.00                              5.175
   11269595                         1,200.87                      182,800.00                              6.875
   11269621                         1,117.41                      192,000.00                              5.725
   11269624                         1,856.39                      320,000.00                              6.425
   11269686                         1,290.87                      231,200.00                                6.7
   11269720                           666.39                      101,440.00                              6.875
   11269730                         2,565.56                      420,000.00                              6.175
   11269746                         1,690.71                      295,920.00                              6.301
   11269785                           809.79                      131,520.00                               6.25
   11269836                         1,390.62                      200,000.00                                  8
   11269952                         2,089.28                      368,000.00                               6.25
   11269974                         1,143.48                      189,520.00                               6.75
   11270010                         1,905.00                      360,000.00                               6.35
   11270041                         1,176.25                      176,800.00                                  7
   11270055                         2,250.00                      432,000.00                               6.25
   11270117                         2,032.33                      375,200.00                                6.5
   11270123                         1,441.71                      224,000.00                              6.675
   11270185                           570.88                       90,320.00                                6.5
   11270198                         3,776.26                      567,600.00                                  7
   11270226                         2,275.57                      384,000.00                                6.6
   11270235                           657.35                      104,000.00                                6.5
   11270269                         2,579.56                      420,000.00                                6.9
   11270310                           672.52                      106,400.00                                6.5
   11270386                         1,021.70                      144,000.00                               7.65
   11270402                         1,265.00                      264,000.00                               5.75
   11270489                           480.87                       66,800.00                                7.8
   11270601                         2,926.93                      500,000.00                              6.499
   11270605                         1,574.63                      335,920.00                              5.625
   11270658                           844.06                      153,600.00                               5.99
   11270684                           407.26                       68,000.00                               5.99
   11270701                         1,681.25                      300,000.00                              6.725
   11270718                         1,395.83                      268,000.00                               6.25
   11270794                         2,167.92                      484,000.00                              5.375
   11270806                         1,911.77                      308,000.00                               6.99
   11270815                           794.28                      117,600.00                               7.15
   11270818                         1,648.99                      279,920.00                              6.551
   11270836                         1,085.52                      191,200.00                               6.25
   11270896                         2,803.75                      476,000.00                               6.55
   11270924                         1,602.14                      272,000.00                               6.55
   11270939                         1,575.00                      360,000.00                               5.25
   11270958                           759.48                      112,000.00                               7.19
   11270996                         1,612.65                      248,000.00                              6.775
   11270997                         2,037.39                      348,000.00                                6.5
   11271092                         1,476.00                      288,000.00                               6.15
   11271120                         1,871.87                      323,200.00                               6.95
   11271154                         3,045.61                      444,000.00                              7.875
   11271247                         1,363.35                      214,360.00                                7.2
   11271258                         1,940.46                      324,000.00                               5.99
   11271269                         2,028.79                      311,200.00                                6.8
   11271349                         1,322.56                      219,200.00                               6.75
   11271357                         1,661.51                      272,000.00                              6.175
   11271366                         1,182.78                      218,360.00                                6.5
   11271463                         2,085.28                      304,000.00                              7.875
   11271482                         2,021.17                      361,600.00                              6.125
   11271534                         1,960.71                      324,000.00                              6.775
   11271622                         1,937.17                      312,640.00                              6.975
   11271627                         2,865.73                      448,000.00                               7.25
   11271637                           797.94                      114,400.00                              7.475
   11271695                         3,163.64                      476,000.00                               6.99
   11271721                         1,019.14                      178,400.00                                6.3
   11271828                         2,989.44                      492,000.00                              6.125
   11271846                           698.73                      112,000.00                              6.375
   11271855                         3,239.62                      550,000.00                               6.55
   11271859                           612.40                      107,200.00                                6.3
   11271887                         2,106.56                      344,000.00                              6.875
   11271961                         1,498.95                      256,000.00                              6.501
   11271980                         1,833.36                      328,000.00                              6.125
   11272019                         1,846.38                      336,000.00                               5.99
   11272051                           675.19                      110,240.00                                6.2
   11272077                         2,962.93                      444,000.00                              7.625
   11272105                         2,270.82                      375,200.00                              6.776
   11272108                         2,549.49                      436,000.00                               6.49
   11272180                           499.74                       72,000.00                              7.425
   11272184                         1,174.32                      201,600.00                               6.99
   11272196                         1,762.50                      360,000.00                              5.875
   11272203                           771.83                      147,600.00                              6.275
   11272275                         2,984.72                      460,000.00                              7.375
   11272325                         1,317.16                      232,000.00                               6.25
   11272430                         1,461.75                      231,160.00                               7.15
   11272433                         1,778.70                      369,600.00                              5.775
   11272451                         1,641.80                      255,200.00                                7.3
   11272471                           935.47                      142,400.00                              6.875
   11272493                           368.55                       63,920.00                              6.375
   11272507                         1,105.23                      172,780.00                               7.25
   11272627                         1,533.33                      320,000.00                               5.75
   11272647                         2,674.51                      356,000.00                               8.25
   11272653                         1,910.60                      328,000.00                               6.99
   11272787                           738.16                      154,320.00                               5.74
   11272808                         2,877.17                      455,200.00                                6.5
   11272810                         1,258.41                      215,600.00                              6.475
   11272824                           787.13                      127,840.00                               6.25
   11272871                           638.95                       91,920.00                               7.44
   11272906                         2,554.24                      368,000.00                              7.425
   11272950                         1,305.07                      200,000.00                              7.425
   11273024                         1,297.20                      220,800.00                               7.05
   11273048                         1,571.83                      276,000.00                              6.275
   11273051                         1,210.85                      184,000.00                                7.5
   11273064                         1,860.97                      280,000.00                               6.99
   11273094                         3,222.98                      476,000.00                              7.175
   11273116                           802.30                      109,600.00                              7.975
   11273124                           664.19                       81,600.00                               9.55
   11273180                         1,547.74                      252,000.00                                6.9
   11273203                           946.83                      184,000.00                              6.175
   11273321                         2,428.33                      496,000.00                              5.875
   11273350                           929.89                      154,120.00                               6.75
   11273354                           926.60                      180,800.00                               6.15
   11273486                         1,834.38                      276,000.00                               6.99
   11273561                           586.67                       79,200.00                                8.1
   11273604                           622.65                       96,000.00                               6.75
   11273620                           637.48                      133,040.00                               5.75
   11273716                         1,053.82                      180,000.00                                6.5
   11273734                         1,330.52                      208,000.00                               7.25
   11273752                         1,543.50                      252,000.00                               7.35
   11273817                         2,310.51                      369,600.00                              7.051
   11273846                         2,265.54                      352,000.00                              6.675
   11273849                         2,509.00                      463,200.00                                6.5
   11273870                           591.47                       80,800.00                              7.975
   11273891                         3,002.78                      522,400.00                               6.35
   11273921                         1,634.71                      241,600.00                               7.75
   11274010                         1,662.44                      288,000.00                               5.65
   11274112                         3,212.55                      519,200.00                              7.425
   11274130                           978.30                      152,000.00                              6.675
   11274199                         1,936.60                      312,000.00                               6.99
   11274212                         2,723.59                      384,800.00                              7.625
   11274222                         1,311.59                      220,000.00                               6.65
   11274259                           890.94                      158,400.00                              6.175
   11274272                           592.93                       84,800.00                                7.5
   11274279                         1,542.71                      276,000.00                              6.125
   11274316                           711.41                      107,200.00                              6.975
   11274364                           758.63                      121,600.00                              6.375
   11274394                         1,280.96                      183,200.00                                7.5
   11274454                         1,494.21                      256,000.00                              6.475
   11274515                         1,658.85                      268,000.00                                6.3
   11274559                         1,078.00                      224,000.00                              5.775
   11274577                           378.89                       66,000.00                                5.6
   11274592                         3,094.83                      479,200.00                               7.75
   11274616                         1,266.56                      192,800.00                              6.875
   11274658                         1,015.56                      152,800.00                               6.99
   11274688                         1,058.09                      159,200.00                               6.99
   11274773                         1,298.99                      228,800.00                               6.25
   11274784                           675.23                      104,000.00                               6.76
   11274800                         1,202.58                      188,000.00                               7.25
   11274824                           727.63                      114,760.00                               6.53
   11274827                           630.07                       94,800.00                               6.99
   11274850                         2,027.32                      332,000.00                              6.851
   11274863                         1,860.97                      280,000.00                               6.99
   11275039                           502.25                       98,400.00                              6.125
   11275108                         1,132.67                      179,200.00                                6.5
   11275150                         1,380.30                      204,000.00                               7.75
   11275166                         3,071.52                      476,000.00                                6.7
   11275180                         1,842.28                      303,200.00                              6.125
   11275186                           675.36                      103,330.00                              6.825
   11275222                         2,873.62                      392,000.00                               7.99
   11275244                         2,733.46                      428,000.00                                6.6
   11275268                         1,380.00                      288,000.00                               5.75
   11275281                         1,700.45                      258,400.00                                7.5
   11275294                         1,200.85                      206,000.00                               5.74
   11275413                         1,103.69                      199,960.00                              6.025
   11275429                         1,575.17                      252,000.00                               7.05
   11275492                         2,211.00                      482,400.00                                5.5
   11275548                         1,163.97                      200,000.00                              5.725
   11275553                         1,196.71                      196,000.00                               6.85
   11275610                         1,330.95                      200,000.00                                7.6
   11275661                           477.36                       81,600.00                               7.02
   11275781                           517.31                       81,000.00                                6.6
   11275787                         3,165.23                      492,000.00                                7.3
   11275844                           712.52                      103,920.00                              7.301
   11275860                           983.45                      152,800.00                              6.675
   11275883                         1,104.00                      220,800.00                                  6
   11276071                         1,612.08                      265,600.00                                6.8
   11276078                         1,902.00                      360,000.00                               6.34
   11276113                           828.20                      124,800.00                              6.975
   11276135                         1,012.39                      184,000.00                                  6
   11276189                         1,103.77                      176,000.00                              6.425
   11276207                         1,521.46                      231,200.00                                7.5
   11276273                         1,419.24                      230,400.00                              6.925
   11276369                         1,348.34                      212,000.00                                7.2
   11276383                         2,908.77                      480,000.00                                6.1
   11276423                         2,138.44                      400,000.00                              5.775
   11276466                         1,078.42                      196,000.00                                  6
   11276509                         2,646.28                      408,000.00                               6.75
   11276518                         3,083.89                      464,000.00                               6.99
   11276553                         1,899.50                      348,000.00                               6.55
   11276561                         2,662.54                      456,000.00                              6.478
   11276574                         2,086.23                      312,000.00                               7.05
   11276719                         2,421.79                      392,000.00                               6.95
   11276746                         2,191.66                      310,400.00                                7.6
   11276758                         3,002.02                      507,200.00                               6.59
   11276835                         1,390.38                      224,000.00                               6.99
   11276839                           712.25                      148,000.00                              5.775
   11276878                         1,861.62                      299,920.00                               6.99
   11276968                         2,003.14                      332,000.00                               6.75
   11277043                         2,129.92                      335,200.00                              7.625
   11277066                           928.83                      169,520.00                              6.575
   11277084                         3,615.59                      544,000.00                               6.99
   11277086                           320.78                       43,000.00                              8.175
   11277147                           713.10                      108,000.00                              6.925
   11277204                         1,400.97                      216,000.00                               6.75
   11277229                           693.06                      109,650.00                                6.5
   11277236                         2,155.65                      337,040.00                              7.675
   11277266                         2,672.67                      484,000.00                               5.25
   11277276                         3,873.53                      776,000.00                               5.99
   11277280                           532.56                       82,320.00                              6.725
   11277320                         2,532.67                      464,000.00                               6.55
   11277347                           749.48                      132,000.00                                5.5
   11277384                           734.38                      107,120.00                                7.3
   11277398                           401.54                       63,960.00                              6.435
   11277428                         1,265.75                      236,000.00                                5.8
   11277429                         1,088.83                      222,400.00                              5.875
   11277444                           712.97                      112,800.00                                6.5
   11277449                         1,339.58                      213,600.00                              6.425
   11277490                         6,343.90                      954,500.00                               6.99
   11277526                         2,146.00                      464,000.00                               5.55
   11277553                           969.98                      194,320.00                               5.99
   11277559                         3,732.75                      592,000.00                              7.125
   11277594                         1,307.58                      215,200.00                              6.125
   11277611                         3,450.25                      509,925.00                               7.75
   11277632                         1,820.42                      340,000.00                              6.425
   11277651                         2,600.73                      455,200.00                              6.301
   11277669                         3,147.81                      528,000.00                               6.65
   11277739                           957.07                      144,000.00                               6.99
   11277786                         1,750.00                      400,000.00                               5.25
   11277875                         2,388.11                      372,000.00                               6.65
   11277895                         3,374.52                      496,000.00                                7.8
   11277910                         1,298.50                      212,000.00                               7.35
   11277957                           692.33                      124,000.00                                6.7
   11277981                         2,361.80                      416,000.00                               6.25
   11278075                         2,763.38                      432,000.00                               7.25
   11278117                         1,884.53                      305,600.00                                7.4
   11278136                         1,302.72                      214,400.00                              6.125
   11278164                         1,191.36                      220,000.00                              5.875
   11278286                         2,379.96                      419,200.00                               6.25
   11278302                           786.31                      120,000.00                               6.85
   11278341                         2,407.50                      428,000.00                               6.75
   11278513                         2,444.59                      399,200.00                              6.875
   11278583                         2,394.10                      430,400.00                              6.675
   11278638                           693.65                      106,400.00                                6.8
   11278772                           985.15                      160,000.00                               6.25
   11278820                           445.71                       60,800.00                               7.99
   11278900                         1,770.60                      374,400.00                              5.675
   11279100                         1,008.33                      220,000.00                                5.5
   11279103                         1,089.25                      178,400.00                               6.85
   11279104                           914.53                      137,600.00                               6.99
   11279115                         1,380.44                      220,000.00                               6.43
   11279219                           551.86                       79,120.00                              7.475
   11279272                         2,608.65                      392,000.00                                7.6
   11279286                         1,662.99                      297,520.00                              6.125
   11279388                         2,329.17                      520,000.00                              5.375
   11279437                         1,929.62                      316,000.00                              6.851
   11279496                         1,913.13                      315,200.00                                6.8
   11279565                           535.09                       70,400.00                              8.375
   11279615                         3,386.08                      716,000.00                              5.675
   11279796                           342.62                       49,000.00                                7.5
   11279862                         1,049.27                      176,000.00                               6.65
   11279909                           661.18                      110,240.00                                6.7
   11279911                         1,929.19                      282,800.00                               7.25
   11279915                           618.36                      111,960.00                               6.03
   11279977                           769.32                      140,000.00                               5.99
   11280226                         1,429.58                      292,000.00                              5.875
   11280344                         3,331.26                      536,000.00                              7.001
   11280347                         2,683.33                      460,000.00                                  7
   11280445                         1,505.30                      249,488.00                               6.75
   11280508                         2,126.67                      352,000.00                               7.25
   11280532                         1,362.90                      283,200.00                              5.775
   11280551                         2,828.04                      492,000.00                               6.35
   11280552                           866.23                      131,192.00                              6.925
   11280562                         2,300.00                      480,000.00                               5.75
   11280571                           952.82                      143,360.00                               6.99
   11280579                         1,335.87                      190,400.00                              7.535
   11280588                         1,041.14                      165,600.00                                7.1
   11280641                         1,660.05                      244,000.00                                7.8
   11280708                           704.22                       94,400.00                              8.175
   11280716                           714.31                      102,400.00                              7.476
   11280804                           738.86                      120,000.00                               6.25
   11280850                         1,356.10                      212,000.00                               7.25
   11280852                         1,299.74                      252,000.00                                5.5
   11280877                         1,604.27                      264,000.00                               6.81
   11280986                         2,583.06                      448,000.00                              6.375
   11281023                         3,420.06                      602,400.00                               6.25
   11281080                         2,752.89                      475,992.00                                6.4
   11281152                         1,423.53                      268,000.00                              5.725
   11281239                           417.39                       62,800.00                               6.99
   11281368                           773.05                      136,000.00                               5.51
   11281546                         1,418.05                      287,200.00                              5.925
   11281677                         1,639.25                      332,000.00                              5.925
   11281719                         1,579.75                      284,000.00                              6.675
   11281760                         3,502.77                      572,000.00                              6.875
   11281806                         1,142.99                      208,000.00                               5.99
   11281934                           763.75                      130,000.00                               7.05
   11281944                         1,458.33                      280,000.00                               6.25
   11282014                         3,652.96                      552,000.00                               7.55
   11282142                         1,749.41                      284,000.00                              6.925
   11282157                         1,128.26                      174,400.00                              6.725
   11282163                         2,508.33                      560,000.00                              5.375
   11282398                         2,462.87                      400,000.00                               6.25
   11282405                         1,684.57                      279,200.00                               6.75
   11282480                         1,229.40                      192,000.00                              6.625
   11282506                         1,435.72                      287,624.00                               5.99
   11282508                         1,396.42                      208,000.00                               7.09
   11282586                         1,023.50                      168,000.00                               6.15
   11282736                         1,397.67                      280,000.00                               5.99
   11282747                           918.47                      184,000.00                               5.99
   11282789                         2,033.15                      320,000.00                               6.55
   11282911                           599.12                       89,600.00                               7.05
   11282989                         2,231.15                      332,000.00                                7.1
   11283072                         2,079.00                      396,000.00                                6.3
   11283119                         2,020.06                      348,000.00                               6.43
   11283134                         1,869.00                      336,000.00                              6.675
   11283206                         1,602.02                      228,000.00                               7.55
   11283287                           384.20                       81,600.00                               5.65
   11283329                         2,343.17                      387,200.00                              6.775
   11283487                           997.75                      175,920.00                               5.49
   11283505                         1,942.79                      415,200.00                              5.615
   11283622                         1,365.55                      220,000.00                               6.99
   11283663                         2,879.18                      460,620.00                               7.05
   11283672                         2,039.33                      368,000.00                               6.65
   11283709                           964.75                      181,600.00                              6.375
   11283711                           748.83                      155,600.00                              5.775
   11283773                           883.00                      171,200.00                                5.5
   11283828                           755.42                      148,000.00                              6.125
   11284017                         2,546.21                      467,200.00                              5.925
   11284021                         2,214.05                      384,000.00                              6.375
   11284098                         1,098.25                      230,200.00                              5.725
   11284185                           689.33                      140,800.00                              5.875
   11284475                         1,206.46                      212,904.00                                6.8
   11284493                           996.97                      136,000.00                               7.99
   11284572                           592.90                      117,600.00                               6.05
   11284589                         2,950.96                      444,000.00                               6.99
   11284707                         2,827.89                      436,000.00                               6.75
   11284926                           709.37                      119,920.00                              5.875
   11285007                         1,537.33                      263,920.00                               6.99
   11285031                           854.33                      124,000.00                               7.35
   11285055                         4,984.86                      680,000.00                               7.99
   11285152                         2,213.68                      312,000.00                               7.65
   11285188                         1,121.50                      190,400.00                               6.55
   11285277                         2,025.60                      284,800.00                              7.675
   11285663                           912.89                      156,720.00                               6.99
   11285721                         2,195.36                      416,000.00                              5.675
   11285931                         1,110.72                      178,037.00                              6.375
   11286338                         2,139.67                      392,000.00                               6.55
   11286491                         1,948.09                      284,000.00                              7.875
   11286521                           715.50                      129,600.00                              6.625
   11286576                         1,835.69                      344,480.00                               5.75
   11286641                         2,629.67                      438,400.00                              6.701
   11287053                           617.83                       86,240.00                               7.75
   11287287                           889.59                      152,720.00                               6.99
   11287409                         2,613.22                      428,000.00                               6.85
   11287662                           797.56                      120,000.00                               6.99
   11287816                         1,679.69                      242,000.00                              7.425
   11288154                           726.93                      114,400.00                              6.551
   11288306                         1,806.43                      282,400.00                               7.25
   11288309                         1,183.04                      182,400.00                               6.75
   11288461                         1,386.50                      224,000.00                                6.3
   11288737                         1,686.12                      288,000.00                                6.5
   11289459                         2,519.80                      372,000.00                               7.76
   11289582                         1,468.74                      213,600.00                               7.33
   11289759                         1,986.94                      307,920.00                                6.7
   11290041                           559.43                       81,600.00                                7.3
   11157313                           229.64                       24,600.00                              10.75
   11159263                         3,085.50                      544,500.00                                6.8
   11174089                           709.07                       96,635.00                                  8
   11174304                           642.10                       83,700.00                              8.475
   11174728                         1,259.65                      153,116.00                               9.25
   11176568                           342.03                       45,000.00                              8.375
   11182496                           181.56                       19,080.00                              10.99
   11185114                         1,164.71                      199,950.00                               6.99
   11188091                         1,172.60                      176,250.00                                  7
   11188715                         1,088.75                      175,200.00                                  7
   11192123                         1,047.85                      193,500.00                              5.875
   11193213                         2,227.75                      399,000.00                                6.7
   11193835                           368.89                       37,980.00                              11.25
   11194888                         1,877.24                      297,000.00                                6.5
   11195453                         1,413.94                      218,000.00                               6.75
   11198370                           621.80                       70,115.00                             10.125
   11198676                         1,829.48                      200,000.00                               10.5
   11198929                         3,602.71                      480,000.00                               8.24
   11199002                         3,456.08                      520,000.00                               6.99
   11199159                         1,455.01                      217,600.00                               7.05
   11199285                           667.13                      105,000.00                               6.55
   11199580                         1,227.92                      180,000.00                               7.25
   11199813                         2,635.06                      380,000.00                              7.975
   11200028                         1,443.13                      172,000.00                              9.475
   11200892                         2,658.52                      400,000.00                               6.99
   11203015                           609.35                       68,000.00                              10.25
   11205137                           424.42                       49,400.00                               9.75
   11205264                         1,720.50                      279,000.00                                7.4
   11205336                         1,360.40                      165,000.00                              9.275
   11205606                           451.92                       52,600.00                               9.75
   11205677                           370.06                       43,350.00                              9.675
   11205698                         2,337.50                      448,800.00                               6.25
   11206739                           863.17                      112,000.00                              8.525
   11206852                           924.82                      120,000.00                              8.525
   11207175                         1,074.65                      150,000.00                                  6
   11207484                           874.79                      109,700.00                                8.9
   11207700                           360.67                       37,500.00                             11.125
   11208141                           769.20                       93,500.00                               9.25
   11208879                         1,360.54                      230,000.00                              5.875
   11208882                         3,393.12                      607,050.00                              6.125
   11209533                         1,047.49                      161,500.00                               6.75
   11210676                         1,005.51                      132,000.00                              8.875
   11211221                         1,356.15                      277,000.00                              5.875
   11211315                           924.03                       98,000.00                             10.875
   11211728                         1,596.29                      234,000.00                               7.25
   11212226                         2,054.22                      325,000.00                                6.5
   11212785                           544.67                       60,000.00                              9.125
   11213064                         2,333.54                      328,500.00                                8.2
   11213540                           654.67                       98,900.00                               6.95
   11213572                         2,305.76                      391,455.00                               6.55
   11213889                           616.51                       65,385.00                             10.875
   11213948                         1,143.09                      165,503.00                              7.375
   11213968                         1,232.53                      195,000.00                                6.5
   11214147                           653.60                       87,000.00                               8.25
   11214187                           810.78                       94,370.00                               9.75
   11215428                           992.21                      118,000.00                                9.5
   11215936                         1,894.05                      328,500.00                              6.375
   11215982                           815.66                      130,400.00                                6.4
   11216068                         2,023.34                      345,600.00                                6.5
   11217445                           461.14                       49,400.00                              10.75
   11218011                           569.94                       65,000.00                               9.99
   11218036                         1,215.48                      175,000.00                               7.99
   11218124                           414.87                       44,000.00                             10.875
   11218248                           245.72                       28,000.00                                 10
   11218698                           946.08                      115,000.00                               9.25
   11218857                           293.08                       30,800.00                              10.99
   11219977                         1,797.50                      280,000.00                               6.65
   11220027                           813.59                       92,787.00                               9.99
   11220532                           986.03                      156,000.00                                6.5
   11220641                           604.08                       61,000.00                               11.5
   11220783                         1,052.43                      139,110.00                              8.325
   11220790                           871.65                       92,444.00                             10.875
   11220807                           535.09                       84,000.00                              6.575
   11221242                         1,165.51                      120,000.00                              11.25
   11221440                           296.26                       31,134.00                              10.99
   11221546                         3,136.84                      486,200.00                              7.325
   11223126                           427.36                       44,000.00                              11.25
   11223248                           960.53                       90,000.00                               12.5
   11223480                           923.23                      135,000.00                              7.275
   11223731                         5,025.51                      765,000.00                              6.875
   11223832                           222.96                       24,374.00                               10.5
   11224025                         1,281.10                      154,700.00                              9.325
   11224093                           689.19                       78,600.00                               9.99
   11224160                           831.57                      130,000.00                               7.25
   11224400                         2,931.05                      432,000.00                              7.775
   11224472                           747.09                      122,000.00                              6.875
   11224892                         1,885.78                      200,000.00                             10.875
   11224920                         1,077.65                      147,000.00                                8.5
   11225015                         2,439.68                      388,000.00                               6.45
   11225232                         1,178.61                      125,000.00                             10.875
   11225353                         5,696.26                      787,500.00                               7.85
   11225764                           147.92                       18,400.00                               8.99
   11226416                           684.33                       77,980.00                                 10
   11226552                         1,962.53                      343,800.00                               6.85
   11226887                         1,495.31                      261,000.00                              6.875
   11226908                           453.13                       75,000.00                               7.25
   11226956                           498.26                       64,800.00                                8.5
   11227239                         1,454.41                      198,400.00                               7.99
   11227272                           931.44                      138,600.00                                7.1
   11227507                         3,265.59                      510,000.00                              6.625
   11227782                           264.04                       24,740.00                               12.5
   11227821                         1,159.75                      123,000.00                             10.875
   11228207                         2,388.25                      390,000.00                              6.875
   11228375                           783.67                       88,000.00                             10.175
   11228740                           594.94                       72,000.00                                9.3
   11229220                           603.73                       66,000.00                               10.5
   11229352                         2,319.40                      340,000.00                               7.25
   11229559                         3,570.28                      484,500.00                               8.55
   11229661                           360.61                       48,000.00                               8.25
   11229790                           784.99                      140,000.00                               6.15
   11229893                           949.80                      133,000.00                               8.25
   11230123                         2,068.66                      395,600.00                              6.275
   11230249                         1,363.30                      207,000.00                                6.9
   11230340                         1,609.85                      228,000.00                                7.6
   11230784                           251.43                       32,700.00                                8.5
   11230872                           350.07                       40,400.00                               9.85
   11230902                           443.41                       50,000.00                             10.125
   11230921                           951.91                      121,000.00                               8.75
   11231113                         1,018.30                      157,000.00                               6.75
   11231608                           403.61                       48,000.00                                9.5
   11231753                           686.05                       75,000.00                               10.5
   11231873                         2,861.13                      564,000.00                              5.375
   11231979                           705.57                      109,250.00                               7.75
   11232136                           223.20                       22,980.00                              11.25
   11232253                           812.04                       82,000.00                               11.5
   11232269                         1,763.67                      325,600.00                                6.5
   11232326                           425.24                       45,100.00                             10.875
   11232734                           683.60                       72,500.00                             10.875
   11233202                           293.74                       32,780.00                              10.25
   11233318                           839.23                       98,100.00                                9.7
   11233439                           526.48                       58,148.00                             10.375
   11233722                         1,791.49                      190,000.00                             10.875
   11233787                           379.90                       45,180.00                                9.5
   11233801                           599.75                       68,400.00                               9.99
   11233805                         1,972.16                      308,000.00                              6.625
   11233868                         1,772.49                      256,000.00                                7.4
   11234012                           527.81                       72,000.00                               7.99
   11234038                         1,631.13                      240,300.00                                7.2
   11234073                         2,843.06                      461,000.00                              6.935
   11234148                           584.23                       68,000.00                               9.75
   11234326                         1,215.67                      156,655.00                                8.6
   11234410                           301.05                       30,400.00                               11.5
   11234517                         4,317.65                      603,000.00                              8.275
   11234519                         1,704.27                      212,000.00                               8.99
   11234542                         2,589.89                      382,500.00                              7.175
   11234571                           867.46                       92,000.00                             10.875
   11234621                           511.13                       73,100.00                                7.5
   11234699                         1,282.72                      187,000.00                              7.875
   11235137                           571.58                       86,000.00                               6.99
   11235178                         2,613.75                      492,000.00                              6.375
   11235272                         1,481.16                      187,000.00                              8.825
   11235325                           238.38                       28,350.00                                9.5
   11235379                           597.43                       64,000.00                              10.75
   11235432                         1,801.93                      273,600.00                                6.9
   11235436                         1,365.64                      166,000.00                               9.25
   11235522                         1,691.54                      260,800.00                               6.75
   11235798                           575.63                       67,000.00                               9.75
   11235822                           283.40                       25,107.00                             10.875
   11235832                         2,721.93                      400,000.00                              7.225
   11235860                         1,378.01                      239,000.00                              6.375
   11236095                         2,299.81                      384,000.00                               5.99
   11236137                         3,194.98                      460,000.00                               7.99
   11236620                           517.77                       59,050.00                               9.99
   11236659                         2,514.64                      326,000.00                                  9
   11236703                           651.65                       84,750.00                                8.5
   11236766                         1,194.38                      234,000.00                              6.125
   11236784                         1,549.49                      226,015.00                                7.3
   11236786                           766.35                       87,400.00                               9.99
   11236789                         1,142.43                      143,910.00                               8.85
   11236800                           683.48                       97,750.00                                7.5
   11236888                           712.40                       79,500.00                              10.25
   11236960                         3,726.09                      463,500.00                               8.99
   11237175                         1,353.58                      178,500.00                               8.35
   11237218                         1,203.25                      170,000.00                              7.625
   11237227                         1,337.77                      268,000.00                               5.99
   11237447                         1,354.48                      175,750.00                              8.525
   11237539                         2,071.25                      332,000.00                              6.375
   11237586                           554.91                       78,400.00                              7.625
   11237596                         1,662.23                      280,500.00                                6.6
   11237603                         1,614.79                      337,000.00                               5.75
   11237663                         2,966.25                      384,000.00                               8.55
   11237852                         3,230.80                      508,500.00                               6.55
   11238107                           659.59                       80,000.00                              9.275
   11238120                         1,357.51                      204,250.00                               6.99
   11238260                           669.45                       71,000.00                             10.875
   11238262                         2,440.62                      335,000.00                              7.925
   11238267                           481.46                       61,200.00                               8.75
   11238315                         1,007.48                      157,500.00                               7.25
   11238389                           637.12                       72,600.00                                 10
   11238409                           659.57                       61,800.00                               12.5
   11238419                           212.41                       27,000.00                               8.75
   11238570                           345.58                       46,000.00                               8.25
   11238593                           736.18                      112,500.00                               7.45
   11238692                         2,578.77                      388,000.00                               6.99
   11238829                           421.17                       47,000.00                              10.25
   11238865                         2,117.80                      343,600.00                               6.93
   11238962                         1,518.44                      282,500.00                               6.45
   11239029                           253.60                       28,300.00                              10.25
   11239093                         2,292.50                      420,000.00                               6.55
   11239105                         1,441.31                      200,700.00                              7.775
   11239145                         2,344.38                      319,500.00                                  8
   11239153                           353.32                       43,950.00                               8.99
   11239244                         1,067.89                      185,000.00                               5.65
   11239308                           829.63                      103,200.00                               8.99
   11239343                           456.75                       48,000.00                              10.99
   11239376                         2,294.25                      299,250.00                                9.2
   11239418                         1,852.73                      275,000.00                              7.125
   11239476                         2,172.47                      350,000.00                               6.99
   11239489                         4,068.67                      600,000.00                               7.19
   11239530                         1,681.71                      200,000.00                                9.5
   11239637                         1,451.24                      194,080.00                                8.2
   11239862                         1,419.28                      180,000.00                              8.775
   11239906                         2,521.70                      400,000.00                              6.475
   11239942                         3,124.63                      492,300.00                               6.54
   11240059                         1,495.78                      233,000.00                               6.65
   11240136                           931.08                      135,000.00                              7.925
   11240141                           172.78                       16,500.00                              12.24
   11240191                           832.99                       95,000.00                               9.99
   11240218                           462.02                       49,000.00                             10.875
   11240272                           375.09                       39,000.00                             11.125
   11240284                           911.36                      129,200.00                               7.59
   11240311                         1,680.69                      288,000.00                               5.75
   11240391                           319.73                       33,600.00                              10.99
   11240525                           578.71                       66,000.00                               9.99
   11240565                           266.78                       30,400.00                                 10
   11240590                         1,827.17                      252,000.00                              7.875
   11240660                           484.81                       53,000.00                               10.5
   11240771                           793.82                       98,000.00                              9.075
   11240843                         2,048.15                      418,346.00                              5.875
   11240848                         1,570.46                      288,430.00                              5.125
   11240942                         1,836.18                      235,000.00                              8.675
   11240956                         1,366.41                      238,500.00                              6.875
   11241023                           654.50                       71,550.00                               10.5
   11241039                         1,453.77                      216,000.00                              7.115
   11241190                           336.99                       38,400.00                                 10
   11241252                           615.72                      100,000.00                               6.25
   11241260                         1,080.29                      153,000.00                                7.6
   11241261                           584.53                       92,000.00                               6.55
   11241340                         1,685.03                      252,000.00                               7.05
   11241357                         2,101.10                      308,000.00                               7.25
   11241526                           954.77                      120,000.00                              8.875
   11241710                         3,110.72                      456,000.00                               7.25
   11241755                           437.03                       49,800.00                                 10
   11241799                           495.15                       50,000.00                               11.5
   11241806                           875.61                      135,000.00                               6.75
   11241828                         2,213.40                      306,000.00                               7.85
   11241829                         1,469.51                      229,500.00                              6.625
   11241873                           578.48                       77,000.00                               8.25
   11241903                           438.42                       50,000.00                               9.99
   11241927                           998.27                      113,850.00                               9.99
   11241941                           257.75                       30,000.00                               9.75
   11241983                           399.97                       41,180.00                              11.25
   11242098                         2,152.08                      294,324.00                              8.475
   11242144                         1,897.15                      292,500.00                               6.75
   11242155                         3,489.31                      525,000.00                               6.99
   11242250                           482.34                       60,000.00                               8.99
   11242255                           574.29                       73,000.00                               8.75
   11242273                         2,114.71                      264,000.00                               8.95
   11242393                         1,103.94                      100,000.00                              5.875
   11242415                         1,698.70                      251,750.00                              7.725
   11242418                         2,269.53                      394,250.00                              5.625
   11242605                           519.65                       61,800.00                                9.5
   11242666                         3,719.69                      471,750.00                              8.775
   11242700                           678.88                       72,000.00                             10.875
   11242729                           918.56                       91,000.00                              11.75
   11242750                           843.03                      115,000.00                               7.99
   11242762                           485.38                       59,000.00                               9.25
   11242805                         1,496.37                      248,250.00                               6.05
   11242810                         1,553.70                      201,600.00                              8.525
   11242874                           876.89                       93,000.00                             10.875
   11242881                           869.00                       95,000.00                               10.5
   11242884                         1,290.56                      200,000.00                                6.7
   11242968                         1,025.01                      133,000.00                              8.525
   11243030                           910.14                       97,500.00                              10.75
   11243043                         2,861.11                      520,000.00                                  6
   11243051                           699.61                       74,198.00                             10.875
   11243106                           518.88                       80,000.00                               6.75
   11243147                           118.01                       15,000.00                               8.75
   11243181                           484.81                       73,800.00                              6.875
   11243227                         1,012.92                      126,000.00                               8.99
   11243393                           823.63                       84,800.00                              11.25
   11243415                           625.11                       90,000.00                               7.99
   11243536                           382.40                       60,000.00                               6.58
   11243595                           321.56                       40,000.00                               8.99
   11243611                           939.59                      147,500.00                              6.575
   11243626                           603.47                       75,000.00                                  9
   11243632                           907.52                      103,500.00                               9.99
   11243731                           434.65                       55,250.00                               8.75
   11243733                         1,387.54                      174,000.00                                8.9
   11243739                           683.93                       85,000.00                                  9
   11243774                           251.74                       32,000.00                               8.75
   11243813                           801.50                      168,000.00                              5.725
   11243828                           244.30                       21,200.00                              11.25
   11243849                         1,952.71                      299,250.00                              7.425
   11243908                           633.66                       59,000.00                               9.99
   11243921                           378.38                       45,000.00                                9.5
   11243991                           982.31                      134,000.00                               7.99
   11244002                           654.92                      116,000.00                              6.775
   11244005                         4,079.70                      497,000.00                              9.225
   11244051                           311.03                       43,000.00                               7.85
   11244057                           929.20                      144,000.00                                6.7
   11244099                           703.90                      103,700.00                                7.2
   11244144                           748.53                      110,000.00                              7.225
   11244162                           803.18                       91,600.00                               9.99
   11244179                           614.30                       70,000.00                                 10
   11244229                         2,047.50                      378,000.00                                6.5
   11244231                         2,811.89                      469,000.00                                  6
   11244243                         1,861.46                      257,250.00                              8.375
   11244350                         3,803.65                      578,000.00                                7.5
   11244430                           465.71                       61,990.00                               8.25
   11244494                         2,338.65                      370,000.00                                6.5
   11244497                           464.72                       53,000.00                               9.99
   11244565                           691.54                       75,600.00                               10.5
   11244598                           759.63                      109,250.00                                  8
   11244706                           850.24                      102,000.00                                9.4
   11244709                         4,253.33                      800,000.00                               6.38
   11244729                           284.42                       29,000.00                             11.375
   11244948                           605.42                       72,000.00                                9.5
   11244972                           828.52                       87,000.00                                 11
   11245018                           217.30                       24,000.00                             10.375
   11245098                         3,644.66                      521,250.00                                7.5
   11245103                           264.01                       28,000.00                             10.875
   11245173                         1,326.74                      245,000.00                              5.875
   11245193                         1,966.86                      332,500.00                              5.875
   11245212                           357.95                       45,500.00                               8.75
   11245256                           388.94                       41,250.00                             10.875
   11245416                         1,794.98                      272,000.00                              7.525
   11245450                         1,684.55                      238,000.00                              7.625
   11245469                         1,692.15                      245,000.00                              7.375
   11245539                         2,945.67                      445,000.00                               6.95
   11245564                           756.77                       90,000.00                                9.5
   11245639                           689.41                       96,000.00                              7.775
   11245672                         2,097.99                      328,500.00                                6.6
   11245689                           745.31                       85,000.00                               9.99
   11245758                         2,022.62                      268,600.00                              8.275
   11245781                         1,951.13                      270,000.00                               7.84
   11245939                           559.42                       63,800.00                               9.99
   11245959                         1,350.75                      159,600.00                              9.575
   11246108                         2,388.65                      377,910.00                                6.5
   11246148                         1,853.54                      293,250.00                                6.5
   11246314                         1,002.54                      159,000.00                              7.125
   11246351                         1,182.03                      222,500.00                              6.375
   11246400                           344.75                       41,000.00                                9.5
   11246404                         2,230.00                      359,900.00                              6.975
   11246406                         2,127.74                      297,000.00                               7.75
   11246409                           801.18                      116,000.00                              7.375
   11246411                           563.17                       58,400.00                               8.15
   11246417                           842.15                      125,000.00                              7.125
   11246475                           714.73                       85,000.00                                9.5
   11246508                           359.47                       46,750.00                                8.5
   11246510                         1,597.33                      320,000.00                               5.99
   11246525                           688.31                       73,000.00                             10.875
   11246552                           824.14                      124,000.00                               6.99
   11246558                         2,404.61                      395,000.00                              6.825
   11246559                           287.37                       30,200.00                              10.99
   11246563                           435.09                       66,400.00                               6.85
   11246579                         1,257.30                      175,500.00                               7.75
   11246590                         2,195.36                      416,000.00                              5.675
   11246612                           975.09                      102,472.00                              10.99
   11246660                           329.55                       46,000.00                               7.75
   11246679                           930.00                      144,000.00                               7.75
   11246697                           596.25                       68,000.00                               9.99
   11246730                         1,523.47                      225,000.00                              7.175
   11246778                           784.98                       87,600.00                              10.25
   11246806                         1,206.60                      176,000.00                                7.3
   11247004                         2,443.64                      360,000.00                                7.2
   11247022                           149.06                       17,000.00                               9.99
   11247027                         1,370.38                      189,000.00                              7.875
   11247033                           158.40                       20,600.00                                8.5
   11247101                           689.78                      105,000.00                              6.875
   11247107                         1,585.15                      238,500.00                               6.99
   11247119                           501.23                       57,600.00                                9.9
   11247140                         2,807.42                      465,300.00                               6.75
   11247179                           769.00                      130,000.00                              5.875
   11247201                           353.54                       36,400.00                              11.25
   11247225                         1,584.67                      274,000.00                                6.4
   11247244                         2,044.88                      234,000.00                               9.95
   11247269                         1,672.73                      238,000.00                                8.1
   11247285                         1,004.56                      140,900.00                                7.7
   11247343                           537.87                       58,800.00                               10.5
   11247350                         1,286.76                      202,000.00                              6.575
   11247389                         1,280.90                      185,000.00                                7.4
   11247414                         1,191.67                      220,000.00                                6.5
   11247427                           289.58                       33,026.00                               9.99
   11247436                         2,683.90                      417,000.00                              6.675
   11247581                         1,917.81                      323,000.00                              7.125
   11247587                         2,924.04                      612,900.00                              5.725
   11247600                         1,213.04                      129,948.00                              10.75
   11247665                           499.73                       53,000.00                             10.875
   11247709                           487.99                       53,000.00                              9.325
   11247725                         2,243.59                      315,000.00                              8.225
   11247739                           464.08                       55,000.00                               9.54
   11247744                           467.14                       66,000.00                              7.625
   11247749                         4,693.71                      705,500.00                                  7
   11247778                         2,112.87                      320,000.00                              6.925
   11247816                           743.80                       79,680.00                              10.75
   11247903                         1,060.16                      166,860.00                               6.55
   11247918                         3,627.55                      635,000.00                                6.3
   11247968                         1,020.79                      161,500.00                                6.5
   11247970                         2,235.67                      393,750.00                                5.5
   11248010                         1,829.48                      200,000.00                               10.5
   11248023                           540.70                       54,600.00                               11.5
   11248032                         1,762.33                      216,600.00                              9.125
   11248039                         3,406.61                      489,600.00                               7.45
   11248053                         1,618.03                      250,750.00                                6.7
   11248101                         1,138.28                      162,000.00                               7.55
   11248120                           302.62                       40,950.00                              8.075
   11248143                           424.16                       44,985.00                             10.875
   11248159                         3,199.09                      563,430.00                                5.5
   11248219                         2,096.50                      420,000.00                               5.99
   11248223                           445.97                       58,000.00                                8.5
   11248413                           439.07                       48,000.00                               10.5
   11248538                           491.95                       63,980.00                                8.5
   11248564                         1,274.51                      195,500.00                                6.8
   11248571                         2,012.15                      350,500.00                                5.6
   11248607                         1,839.64                      244,577.00                               8.75
   11248633                           335.07                       39,000.00                               9.75
   11248684                         1,989.80                      247,850.00                              8.975
   11248693                         2,805.61                      446,250.00                                7.1
   11248807                           836.15                      119,000.00                               7.55
   11248989                           435.56                       51,800.00                                9.5
   11248995                           345.21                       45,000.00                              8.475
   11249023                           698.43                      113,050.00                               6.95
   11249094                           271.96                       28,580.00                              10.99
   11249220                           448.01                       71,250.00                               6.45
   11249245                           829.00                      102,800.00                              9.025
   11249289                         2,669.60                      451,200.00                                7.1
   11249302                         1,117.27                      180,000.00                               6.99
   11249339                           668.29                       88,955.00                               8.25
   11249410                           720.94                      113,000.00                               6.59
   11249426                           251.74                       32,000.00                               8.75
   11249783                           627.27                       70,000.00                              10.25
   11249827                         1,783.13                      270,000.00                              7.925
   11249929                         1,416.15                      230,000.00                               6.25
   11249950                         2,358.60                      280,500.00                                9.5
   11249955                           412.21                       46,000.00                              10.25
   11249962                         2,040.99                      315,000.00                               6.74
   11250043                           823.27                       90,000.00                               10.5
   11250065                         2,457.15                      448,000.00                              5.975
   11250079                           559.17                       62,400.00                              10.25
   11250082                         2,717.14                      420,000.00                              6.725
   11250115                         1,620.13                      229,900.00                              8.125
   11250131                         1,153.47                      220,000.00                              5.625
   11250146                         1,520.25                      255,000.00                               6.65
   11250183                         2,295.33                      341,550.00                                7.1
   11250205                         2,457.22                      375,000.00                               6.85
   11250212                           315.66                       36,000.00                               9.99
   11250278                           853.77                      117,750.00                              7.875
   11250284                         1,004.86                      105,600.00                              10.99
   11250290                           939.11                      104,800.00                              10.25
   11250315                           295.71                       33,000.00                              10.25
   11250317                           354.92                       38,800.00                               10.5
   11250335                           138.55                       13,480.00                              11.99
   11250444                           554.49                       59,400.00                              10.75
   11250448                         1,760.01                      258,000.00                               7.25
   11250464                           316.87                       33,300.00                              10.99
   11250475                         1,635.42                      314,000.00                               6.25
   11250549                         1,082.59                      160,000.00                               7.75
   11250566                           421.17                       47,000.00                              10.25
   11250635                           756.64                      120,000.00                              7.125
   11250638                         1,615.40                      251,750.00                                7.7
   11250672                           802.61                       85,980.00                              10.75
   11250689                         1,446.80                      185,250.00                              9.125
   11250778                           420.07                       45,000.00                              10.75
   11250780                           627.81                       71,600.00                               9.99
   11250812                           599.49                       63,000.00                              10.99
   11250816                           791.98                      103,000.00                                8.5
   11250824                         1,194.87                      173,000.00                              7.375
   11250896                         1,670.69                      284,500.00                              6.525
   11250918                           830.13                      117,000.00                               7.65
   11250951                           283.57                       31,000.00                               10.5
   11251018                           257.48                       32,000.00                                  9
   11251034                           942.18                      103,000.00                               10.5
   11251068                         2,641.31                      414,000.00                               6.59
   11251088                         2,374.16                      333,000.00                                7.7
   11251112                         2,449.88                      400,000.00                                6.2
   11251118                         1,484.69                      245,000.00                                6.1
   11251121                           311.01                       34,000.00                               10.5
   11251170                         3,164.89                      493,000.00                               6.65
   11251177                           378.38                       45,000.00                                9.5
   11251184                           510.99                       65,250.00                                8.7
   11251233                         2,045.42                      260,000.00                               8.75
   11251318                           738.56                      117,000.00                              7.575
   11251337                         1,390.82                      186,000.00                                8.2
   11251366                           862.13                      123,300.00                                7.5
   11251374                         2,273.04                      342,000.00                               6.99
   11251416                         2,043.33                      443,800.00                              5.525
   11251420                         1,018.32                      108,000.00                             10.875
   11251437                         1,848.20                      200,000.00                             10.625
   11251440                           969.33                      140,000.00                                7.4
   11251509                         1,255.62                      143,200.00                               9.99
   11251511                           474.68                       65,000.00                               7.95
   11251543                         1,255.51                      192,950.00                                7.4
   11251566                           410.13                       52,370.00                                8.7
   11251586                         2,457.19                      399,500.00                               6.24
   11251597                           500.13                       76,000.00                                7.5
   11251611                           372.77                       38,380.00                              11.25
   11251618                           997.07                      109,000.00                               10.5
   11251626                         1,253.94                      209,700.00                              6.675
   11251643                         2,066.14                      323,000.00                               7.25
   11251747                           213.68                       22,000.00                              11.25
   11251765                           953.34                      131,750.00                              8.375
   11251776                           464.84                       49,300.00                             10.875
   11251785                         1,042.01                      138,700.00                               8.25
   11251794                           504.33                       53,000.00                              10.99
   11251798                           798.59                      147,000.00                                5.9
   11251800                           803.18                       91,600.00                               9.99
   11251802                         1,272.70                      186,750.00                               7.24
   11251810                         1,969.25                      318,750.00                               6.95
   11251813                           512.95                       58,500.00                               9.99
   11251926                           678.46                      108,750.00                              6.375
   11252049                         4,553.23                      780,000.00                              6.476
   11252165                         1,360.93                      161,500.00                              9.525
   11252171                           263.26                       32,000.00                               9.25
   11252184                           894.40                      103,000.00                              9.875
   11252202                         2,520.83                      550,000.00                                5.5
   11252212                           697.74                       74,000.00                             10.875
   11252220                           931.26                      118,375.00                               8.75
   11252242                         1,075.72                      168,000.00                              6.625
   11252284                         1,546.83                      242,200.00                                6.6
   11252318                         2,947.51                      382,500.00                               8.99
   11252359                         1,487.50                      285,600.00                               6.25
   11252364                           698.20                       65,420.00                               12.5
   11252369                           423.30                       45,900.00                               10.6
   11252383                           232.99                       26,000.00                              10.25
   11252385                         1,076.75                      122,800.00                               9.99
   11252395                         3,161.28                      480,000.00                                6.9
   11252444                         2,041.67                      392,000.00                               6.25
   11252453                         1,896.31                      320,000.00                                6.6
   11252465                         2,825.39                      465,000.00                              6.125
   11252477                         1,446.20                      230,000.00                               6.45
   11252479                           146.06                       17,000.00                               9.75
   11252490                         1,728.04                      260,000.00                               6.99
   11252511                           678.75                       78,000.00                                9.9
   11252551                         1,130.93                      188,000.00                              6.725
   11252556                           588.07                       61,800.00                              10.99
   11252615                           161.89                       15,750.00                              11.99
   11252629                         1,781.73                      270,750.00                                7.5
   11252662                           301.72                       32,000.00                             10.875
   11252673                           533.41                       85,500.00                              6.375
   11252682                           450.62                       62,000.00                                7.9
   11252702                         2,718.61                      425,000.00                               7.25
   11252716                         1,125.91                      180,000.00                                6.4
   11252724                         2,002.53                      285,000.00                               7.55
   11252749                           344.75                       41,000.00                                9.5
   11252758                         1,542.69                      228,000.00                               7.75
   11252799                           475.22                       50,400.00                             10.875
   11252809                           463.90                       49,200.00                             10.875
   11252820                         1,883.07                      295,000.00                              6.595
   11252847                           436.93                       39,000.00                              10.74
   11252879                         2,335.45                      425,000.00                               5.99
   11252904                         1,739.91                      272,000.00                               7.25
   11252910                           356.75                       39,000.00                               10.5
   11252918                           283.57                       31,000.00                               10.5
   11252933                         1,987.25                      299,000.00                               6.99
   11252934                         1,971.45                      332,500.00                              7.115
   11253020                           484.70                       55,700.00                                9.9
   11253036                         1,730.83                      335,000.00                                6.2
   11253148                           293.95                       39,590.00                              8.125
   11253170                           929.44                      106,000.00                               9.99
   11253226                           255.68                       32,500.00                               8.75
   11253246                           475.28                       52,000.00                              10.49
   11253248                           444.75                       59,200.00                               8.25
   11253259                         3,723.32                      532,500.00                                7.5
   11253280                         3,990.93                      617,950.00                               7.75
   11253331                           324.43                       37,000.00                               9.99
   11253347                           799.36                      122,500.00                              7.425
   11253352                         1,280.24                      166,500.00                                8.5
   11253371                           134.42                       15,000.00                              10.25
   11253403                           888.94                      117,500.00                              8.325
   11253409                           544.09                       62,000.00                                 10
   11253442                           513.92                       50,000.00                              11.99
   11253470                         1,736.80                      285,300.00                              6.825
   11253507                         1,748.21                      280,500.00                              7.025
   11253526                         1,676.03                      305,000.00                               5.99
   11253593                         1,144.75                      228,000.00                              6.025
   11253659                           475.08                       56,500.00                                9.5
   11253687                         2,095.44                      365,750.00                              6.875
   11253730                         1,175.94                      192,000.00                                6.2
   11253739                         1,240.98                      187,000.00                              6.975
   11253756                         1,749.41                      284,000.00                              6.925
   11253772                         1,184.90                      227,500.00                               6.25
   11253802                         4,769.06                      735,000.00                              7.375
   11253810                         1,327.08                      245,000.00                                6.5
   11253837                         1,105.82                      142,500.00                                8.6
   11253843                           308.65                       35,200.00                               9.99
   11253848                         1,585.39                      323,000.00                               5.89
   11253893                           851.42                      120,000.00                               7.65
   11253904                           767.51                      105,600.00                                7.9
   11253913                         1,661.58                      250,000.00                               6.99
   11253977                         2,426.44                      441,000.00                                  6
   11253983                         1,957.51                      315,000.00                                  7
   11253992                         1,539.57                      193,500.00                              8.875
   11254004                           623.14                       90,000.00                                7.4
   11254036                           541.27                       63,000.00                               9.75
   11254038                         2,089.28                      368,000.00                               6.25
   11254042                         3,135.40                      471,750.00                               6.99
   11254048                         1,122.35                      128,000.00                               9.99
   11254095                         1,865.31                      381,000.00                              5.875
   11254157                         1,718.31                      200,000.00                               9.75
   11254169                           349.43                       38,200.00                               10.5
   11254180                           764.65                       89,000.00                               9.75
   11254188                         1,423.85                      205,000.00                               7.99
   11254216                         1,068.36                      157,000.00                              7.225
   11254218                         1,059.21                      120,800.00                               9.99
   11254232                         1,169.48                      193,500.00                              6.075
   11254241                           993.20                      121,800.00                               9.15
   11254284                         2,466.48                      352,750.00                                7.5
   11254310                         3,409.31                      513,000.00                              7.975
   11254337                         1,360.84                      168,000.00                              9.075
   11254370                           393.49                       45,315.00                              9.875
   11254406                           578.71                       66,000.00                               9.99
   11254426                         1,297.88                      177,300.00                              7.975
   11254440                         1,885.68                      251,000.00                               8.25
   11254462                           313.27                       30,000.00                                9.5
   11254476                           713.68                       75,000.00                              10.99
   11254516                           472.53                       55,000.00                               9.75
   11254518                         2,006.81                      346,500.00                               6.95
   11254528                         1,070.67                      137,655.00                              8.625
   11254535                           507.86                       67,600.00                               8.25
   11254569                           419.74                       47,870.00                               9.99
   11254580                         1,076.29                      128,000.00                                9.5
   11254596                           501.82                       56,000.00                              10.25
   11254599                         1,927.01                      311,000.00                              6.975
   11254610                         2,290.51                      390,000.00                              6.526
   11254622                         1,323.19                      180,500.00                               7.99
   11254652                         1,196.10                      210,000.00                              6.276
   11254657                           424.85                       55,000.00                               8.55
   11254666                           591.08                       73,460.00                                  9
   11254692                           456.68                       60,000.00                               8.39
   11254725                           903.60                       99,800.00                             10.375
   11254769                         2,011.32                      260,100.00                              9.025
   11254772                           613.98                       62,000.00                               11.5
   11254785                           317.83                       40,400.00                               8.75
   11254791                           465.79                       49,400.00                             10.875
   11254807                         2,182.45                      375,000.00                              5.725
   11254815                         1,629.62                      210,000.00                                8.6
   11254819                         1,065.47                      113,000.00                             10.875
   11254857                         1,791.03                      250,000.00                               7.75
   11254891                         1,600.78                      250,000.00                              6.625
   11254892                           225.23                       29,980.00                               8.25
   11254934                           223.21                       25,980.00                               9.75
   11254948                           276.81                       36,000.00                                8.5
   11254954                           345.36                       33,600.00                              11.99
   11254976                         2,821.15                      427,500.00                              7.525
   11254994                         1,366.45                      210,000.00                                7.4
   11254995                           746.05                       79,124.00                             10.875
   11254996                           210.21                       25,000.00                                9.5
   11255013                           826.05                      127,360.00                               6.75
   11255020                           506.90                       59,000.00                               9.75
   11255042                         1,768.67                      295,000.00                                  6
   11255043                         1,587.75                      257,000.00                               6.95
   11255045                           649.46                       71,000.00                               10.5
   11255049                         1,242.67                      189,000.00                               7.89
   11255132                           152.57                       17,400.00                               9.99
   11255137                           414.87                       44,000.00                             10.875
   11255182                         1,920.36                      325,000.00                              6.576
   11255183                           914.91                      144,900.00                               6.49
   11255189                           700.99                       68,200.00                              11.99
   11255196                         3,589.09                      495,000.00                              7.875
   11255209                           739.24                      110,000.00                                7.1
   11255218                           306.89                       35,000.00                               9.99
   11255222                           669.98                       68,980.00                              11.25
   11255223                           333.30                       47,250.00                               7.59
   11255236                         1,200.25                      196,000.00                              6.875
   11255248                           561.38                       52,600.00                               12.5
   11255269                           190.14                       19,200.00                               11.5
   11255270                         1,045.53                      154,800.00                               7.15
   11255271                           703.81                       80,200.00                                 10
   11255274                           841.77                      107,000.00                               8.75
   11255284                           256.41                       26,400.00                              11.25
   11255286                         1,449.18                      204,250.00                               7.65
   11255292                           823.32                      128,250.00                               6.65
   11255293                         1,721.54                      238,000.00                               7.85
   11255300                         1,096.88                      195,000.00                               6.75
   11255308                           352.11                       43,800.00                               8.99
   11255324                         1,025.89                      117,000.00                               9.99
   11255326                         2,823.33                      560,000.00                               6.05
   11255333                         1,156.21                      161,000.00                              7.775
   11255354                         1,559.11                      232,000.00                                7.1
   11255402                           135.98                       14,000.00                              11.25
   11255407                         1,053.42                      133,600.00                              8.775
   11255413                         1,619.71                      225,000.00                                7.8
   11255447                         1,425.83                      156,000.00                              10.49
   11255507                         1,798.29                      327,250.00                               5.99
   11255530                         1,247.10                      166,000.00                               8.25
   11255550                         2,213.32                      315,000.00                               7.55
   11255571                           243.74                       27,200.00                              10.25
   11255636                         3,108.33                      519,000.00                               5.99
   11255643                         1,837.62                      306,500.00                                  6
   11255680                           556.31                       59,000.00                             10.875
   11255681                         1,412.86                      175,750.00                               8.99
   11255689                           733.64                       91,260.00                               8.99
   11255694                         1,607.75                      327,000.00                                5.9
   11255708                         2,036.33                      337,500.00                               6.75
   11255724                         1,362.26                      220,500.00                               6.95
   11255744                           512.25                       56,000.00                               10.5
   11255750                         4,274.55                      631,750.00                               7.75
   11255754                         1,125.99                      153,600.00                               7.99
   11255766                           368.27                       42,000.00                               9.99
   11255777                           637.12                       61,986.00                              11.99
   11255780                         2,360.85                      396,000.00                               6.65
   11255785                           719.00                       82,000.00                               9.99
   11255805                           439.07                       48,000.00                               10.5
   11255810                         2,046.95                      320,000.00                               7.25
   11255853                         1,042.23                      147,250.00                              7.625
   11255856                           319.40                       40,600.00                               8.75
   11255865                           539.96                       96,000.00                              6.175
   11255879                         3,255.73                      475,000.00                              8.225
   11255910                           394.57                       45,000.00                               9.99
   11255918                         1,501.88                      270,000.00                              6.675
   11255981                           415.58                       45,900.00                             10.375
   11255996                           874.62                       96,600.00                             10.375
   11256018                           503.30                       57,400.00                               9.99
   11256028                           844.83                       89,600.00                             10.875
   11256059                         1,594.18                      242,250.00                                7.5
   11256084                           580.82                       72,250.00                               8.99
   11256086                         2,515.81                      357,000.00                              8.125
   11256097                         2,083.56                      342,000.00                               6.15
   11256109                           769.14                      110,000.00                                7.5
   11256138                           396.67                       51,000.00                              8.625
   11256153                           906.45                       89,800.00                              11.75
   11256164                         1,929.63                      342,000.00                                6.2
   11256169                           962.50                      165,000.00                                  7
   11256186                         1,439.59                      216,600.00                               6.99
   11256203                           144.06                       16,430.00                               9.99
   11256209                         1,301.19                      138,000.00                             10.875
   11256246                         1,210.86                      177,500.00                               7.25
   11256270                           552.40                       63,000.00                               9.99
   11256285                           318.16                       37,000.00                               9.76
   11256307                         2,271.04                      341,700.00                               6.99
   11256310                           358.58                       39,200.00                               10.5
   11256314                           853.62                      109,250.00                              8.675
   11256316                           603.73                       66,000.00                               10.5
   11256323                         2,241.09                      350,000.00                              6.625
   11256341                         1,353.46                      206,250.00                              7.475
   11256381                           260.46                       32,400.00                               8.99
   11256406                         1,290.50                      232,000.00                              6.675
   11256408                         2,087.19                      350,000.00                               5.95
   11256409                         2,517.12                      382,500.00                                7.5
   11256414                           812.52                      124,000.00                               6.85
   11256453                           242.82                       25,000.00                              11.25
   11256468                         1,443.37                      241,000.00                               5.99
   11256470                           569.42                       61,000.00                              10.75
   11256481                           991.66                      113,000.00                                 10
   11256533                         2,130.19                      426,750.00                               5.99
   11256551                           940.21                      148,750.00                                6.5
   11256560                         1,306.69                      202,500.00                                6.7
   11256565                         1,034.40                      168,000.00                               6.25
   11256576                           881.82                       98,000.00                               10.3
   11256608                           271.49                       31,600.00                               9.75
   11256623                         1,131.11                      129,000.00                               9.99
   11256645                           396.88                       75,000.00                               6.35
   11256650                           651.25                      114,000.00                                6.3
   11256651                           399.84                       52,000.00                                8.5
   11256652                         1,944.68                      301,500.00                               7.74
   11256688                         3,477.99                      530,000.00                              7.475
   11256704                           764.97                      105,000.00                              7.925
   11256706                           444.55                       48,598.00                               10.5
   11256707                           315.53                       42,000.00                               8.25
   11256723                           908.28                       97,300.00                              10.75
   11256729                           429.93                       47,000.00                               10.5
   11256749                           578.71                       66,000.00                               9.99
   11256758                         1,076.48                      140,000.00                                8.5
   11256788                           814.68                      131,250.00                               6.99
   11256802                           414.90                       47,780.00                              9.875
   11256815                         1,337.15                      193,600.00                              7.375
   11256816                         1,995.22                      300,200.00                               6.99
   11256873                           303.10                       28,400.00                               12.5
   11256879                         1,835.01                      356,250.00                               5.49
   11256938                           648.86                       74,000.00                               9.99
   11256973                           449.32                       49,120.00                               10.5
   11256986                         4,213.38                      684,000.00                              6.925
   11257012                         1,195.31                      212,500.00                               6.75
   11257013                           961.75                      102,000.00                             10.875
   11257052                         1,287.22                      185,000.00                               7.45
   11257063                           791.29                      122,000.00                               6.75
   11257084                         1,311.48                      231,000.00                               6.25
   11257114                           539.55                       62,800.00                               9.75
   11257155                         1,048.44                      117,000.00                              10.25
   11257178                           812.77                       86,200.00                             10.875
   11257199                         2,489.88                      370,500.00                                7.1
   11257214                         2,566.50                      472,000.00                              6.525
   11257233                           329.97                       34,000.00                              11.24
   11257246                           484.45                       55,250.00                               9.99
   11257284                         1,586.98                      275,000.00                              6.925
   11257324                           660.35                       96,800.00                               7.25
   11257338                         1,104.35                      159,500.00                                7.4
   11257405                         1,490.28                      270,000.00                              6.025
   11257418                         2,446.25                      380,000.00                              7.725
   11257419                         1,123.58                      192,500.00                              6.475
   11257428                           417.64                       43,000.00                              11.25
   11257449                         2,112.11                      313,500.00                              7.125
   11257454                           330.23                       34,000.00                              11.25
   11257467                         1,086.56                      213,750.00                                6.1
   11257468                         2,904.75                      480,000.00                              6.775
   11257486                         3,385.21                      468,000.00                               7.85
   11257492                           403.61                       48,000.00                                9.5
   11257509                           911.70                      137,000.00                                7.6
   11257526                         1,008.79                      153,900.00                              7.465
   11257537                         1,278.81                      189,000.00                               7.75
   11257544                           465.44                       47,000.00                               11.5
   11257579                           584.27                       59,000.00                               11.5
   11257616                         1,467.56                      232,750.00                              7.125
   11257634                           483.89                       54,000.00                              10.25
   11257664                         2,204.48                      397,800.00                               6.65
   11257669                           561.88                       87,000.00                               7.75
   11257704                           582.98                       77,600.00                               8.25
   11257723                           832.33                      105,800.00                               8.75
   11257724                         1,216.85                      215,000.00                              6.225
   11257759                           746.68                       96,000.00                              8.625
   11257761                         1,031.83                      170,000.00                                6.8
   11257762                           832.76                      113,600.00                               7.99
   11257781                           656.58                       69,000.00                              10.99
   11257790                           755.67                       94,000.00                               8.99
   11257808                         1,272.88                      255,000.00                               5.99
   11257824                           887.31                      150,000.00                              5.875
   11257826                           548.84                       60,000.00                               10.5
   11257845                           614.35                       70,600.00                                9.9
   11257907                         1,870.41                      310,000.00                               6.75
   11257911                           537.81                       59,400.00                             10.375
   11257912                         3,314.47                      664,000.00                               5.99
   11257914                         1,104.36                      147,000.00                               8.25
   11257930                         2,162.81                      255,000.00                                9.6
   11257993                         4,057.53                      553,500.00                               7.99
   11257999                         2,388.66                      408,000.00                                6.5
   11258028                         1,232.89                      185,500.00                               6.99
   11258066                           966.64                      109,000.00                             10.125
   11258080                           121.71                       16,200.00                               8.25
   11258095                           542.63                       67,500.00                               8.99
   11258142                         1,849.83                      277,200.00                              7.625
   11258144                         1,685.02                      256,500.00                              6.875
   11258169                         1,260.81                      221,250.00                               6.28
   11258208                           993.74                      120,000.00                              9.325
   11258218                           507.86                       67,600.00                               8.25
   11258219                         3,934.76                      523,750.00                               8.25
   11258221                           347.55                       45,200.00                                8.5
   11258231                           324.10                       39,396.00                               9.25
   11258272                         1,460.92                      211,000.00                                7.4
   11258277                           395.10                       45,060.00                               9.99
   11258282                           299.00                       34,100.00                               9.99
   11258289                           999.40                      139,500.00                               7.75
   11258301                           577.40                      112,320.00                              5.475
   11258326                           723.75                       95,000.00                                8.4
   11258348                           592.36                       67,500.00                                 10
   11258361                           738.26                       87,875.00                               9.49
   11258387                           500.71                       59,600.00                               9.49
   11258389                         2,452.49                      369,000.00                               6.99
   11258392                         2,977.02                      520,000.00                              5.575
   11258428                         2,839.26                      457,500.00                              6.325
   11258442                           218.86                       23,000.00                              10.99
   11258448                           631.17                       69,000.00                               10.5
   11258522                         1,663.49                      268,000.00                               6.99
   11258526                           228.14                       29,000.00                               8.75
   11258527                         1,922.84                      275,000.00                                7.5
   11258551                           301.63                       34,400.00                               9.99
   11258562                         1,861.10                      284,750.00                              6.825
   11258580                         2,502.83                      427,500.00                                6.5
   11258585                           891.03                       94,500.00                             10.875
   11258623                           948.71                      140,600.00                              7.725
   11258632                           734.01                       91,306.00                               8.99
   11258642                           948.61                      118,000.00                               8.99
   11258647                         1,849.09                      252,000.00                                  8
   11258670                           614.74                       57,600.00                               12.5
   11258672                         1,039.32                      146,200.00                               7.67
   11258682                         2,584.19                      389,405.00                              6.975
   11258689                           189.77                       18,800.00                              11.75
   11258748                         3,959.98                      697,500.00                               6.25
   11258777                           619.01                       77,000.00                               8.99
   11258779                           668.63                       77,000.00                              9.875
   11258784                           939.08                      125,000.00                               8.25
   11258845                         4,002.00                      828,000.00                                5.8
   11258864                           613.96                       90,000.00                               7.25
   11258875                           276.20                       31,500.00                               9.99
   11258877                           620.10                       90,900.00                               7.25
   11258888                           580.29                       81,000.00                               7.75
   11258894                           903.46                      152,000.00                              6.625
   11258897                         3,469.85                      560,000.00                              6.975
   11258912                           878.98                      117,000.00                               8.25
   11258921                         1,359.12                      235,000.00                                6.4
   11258931                           634.91                       72,410.00                               9.99
   11258956                           302.85                       35,250.00                               9.75
   11258966                         1,520.19                      155,000.00                             11.375
   11258981                         1,062.45                      165,500.00                               6.65
   11259012                           678.78                       99,750.00                              7.225
   11259035                         3,993.71                      567,000.00                              7.575
   11259037                         2,496.17                      395,950.00                              6.475
   11259041                           650.44                      100,800.00                                6.7
   11259070                           479.63                       49,382.00                              11.25
   11259085                         1,278.82                      191,250.00                               7.05
   11259100                         3,609.25                      520,000.00                              7.425
   11259148                           890.68                      121,500.00                               7.99
   11259150                           148.25                       15,580.00                              10.99
   11259152                           435.73                       44,000.00                               11.5
   11259160                         2,931.19                      521,100.00                               6.75
   11259178                           535.62                       63,700.00                                9.5
   11259186                           616.90                       97,600.00                                6.5
   11259220                         2,065.60                      322,915.00                               7.25
   11259274                           588.60                       70,000.00                                9.5
   11259277                           418.03                       52,000.00                               8.99
   11259288                           947.20                      154,000.00                               6.24
   11259291                           880.48                      142,300.00                              7.425
   11259310                           510.35                       57,000.00                              10.24
   11259317                           479.29                       57,000.00                                9.5
   11259392                           686.42                       72,800.00                             10.875
   11259452                         1,869.75                      324,000.00                              6.925
   11259455                           668.20                       76,206.00                               9.99
   11259459                         1,181.34                      166,500.00                               7.65
   11259495                         1,322.79                      195,500.00                               7.75
   11259543                           519.22                       66,000.00                               8.75
   11259544                         2,472.83                      450,000.00                               5.99
   11259549                         1,229.33                      195,000.00                              6.475
   11259577                         2,360.39                      375,000.00                               7.11
   11259582                           242.75                       23,600.00                                 12
   11259586                         1,505.89                      243,750.00                               6.95
   11259605                           318.46                       42,390.00                               8.25
   11259625                         1,387.23                      180,000.00                              8.525
   11259644                         5,361.63                      868,500.00                              6.275
   11259663                           361.60                       38,000.00                              10.99
   11259709                           975.50                      110,000.00                             10.125
   11259717                           845.89                       83,800.00                              11.75
   11259719                         3,140.38                      472,500.00                               6.99
   11259740                           202.72                       22,390.00                             10.375
   11259767                           977.15                      139,750.00                                7.5
   11259776                           543.24                       60,000.00                             10.375
   11259794                         2,165.07                      279,000.00                                8.6
   11259795                         1,021.72                      136,000.00                               8.25
   11259814                           623.55                       83,000.00                               8.25
   11259817                         4,040.05                      735,200.00                               5.99
   11259824                           713.88                       73,500.00                              11.25
   11259835                           696.99                      100,350.00                               7.99
   11259847                           179.68                       18,500.00                              11.25
   11259878                         2,357.31                      318,250.00                                8.6
   11259883                         2,905.20                      440,000.00                              6.925
   11259893                         1,076.99                      178,500.00                               6.75
   11259894                           535.87                       59,800.00                              10.25
   11259900                         1,210.94                      158,950.00                                8.4
   11259908                         1,669.67                      277,000.00                               6.05
   11259928                           682.18                       77,800.00                               9.99
   11259934                         1,616.41                      220,500.00                               7.99
   11259942                           991.24                      126,000.00                               8.75
   11259947                           594.02                       63,000.00                             10.875
   11259955                         1,183.72                      135,000.00                               9.99
   11259983                         1,455.54                      166,000.00                               9.99
   11259985                           628.15                       99,900.00                               6.45
   11259987                           663.06                      103,660.00                              6.615
   11259991                         1,487.48                      262,000.00                               6.25
   11259994                           861.78                      123,250.00                                7.5
   11260001                           661.11                       88,000.00                               8.25
   11260010                           899.33                      152,000.00                                7.1
   11260032                           786.62                      112,500.00                                7.5
   11260044                           840.85                       99,999.00                                9.5
   11260046                           343.03                       37,500.00                               10.5
   11260074                         1,136.24                      169,500.00                              7.075
   11260079                           601.92                       63,750.00                               10.5
   11260128                           856.41                       90,000.00                              10.99
   11260141                         1,380.70                      171,750.00                               8.99
   11260142                           843.01                      128,000.00                                6.9
   11260145                           429.77                       63,000.00                               7.25
   11260147                           752.83                       88,000.00                                9.7
   11260203                         2,485.72                      374,000.00                               6.99
   11260233                           394.94                       43,800.00                             10.325
   11260257                         1,034.84                      148,000.00                                7.5
   11260277                           977.42                      163,200.00                               5.99
   11260283                           752.37                      116,000.00                               6.75
   11260287                           614.25                       92,700.00                               6.96
   11260300                           311.15                       33,000.00                             10.875
   11260312                         2,872.37                      469,000.00                              6.876
   11260320                         1,113.96                      143,550.00                                8.6
   11260343                           768.38                       84,000.00                               10.5
   11260348                           618.59                       72,000.00                               9.75
   11260357                         2,126.13                      365,000.00                               6.99
   11260358                           757.58                       78,000.00                              11.25
   11260385                           910.18                      144,000.00                                6.5
   11260389                           316.58                       36,380.00                                9.9
   11260408                         1,071.54                      194,750.00                                  6
   11260409                         2,124.18                      437,600.00                              5.825
   11260421                           912.23                      101,800.00                              10.25
   11260424                           435.83                       55,400.00                               8.75
   11260478                           417.06                       49,600.00                                9.5
   11260492                           575.87                       70,000.00                               9.25
   11260497                           181.72                       20,725.00                               9.99
   11260501                           439.09                       49,000.00                              10.25
   11260520                         1,178.49                      205,700.00                              6.875
   11260527                         1,627.41                      222,000.00                               7.99
   11260530                           217.87                       29,000.00                               8.25
   11260548                         2,648.21                      361,250.00                               7.99
   11260555                           476.73                       53,200.00                              10.25
   11260579                           368.09                       41,980.00                               9.99
   11260581                           367.15                       45,125.00                              9.125
   11260587                           115.27                       11,000.00                              12.25
   11260595                           275.19                       34,980.00                               8.75
   11260596                         2,883.49                      464,550.00                               6.99
   11260612                         1,551.61                      252,000.00                               6.25
   11260627                           450.40                       51,367.00                               9.99
   11260649                         1,428.38                      234,000.00                              7.325
   11260657                         3,994.06                      475,000.00                                9.5
   11260662                         1,868.36                      340,000.00                               5.99
   11260673                         1,364.02                      189,000.00                               8.35
   11260707                           208.87                       23,821.00                               9.99
   11260718                         1,272.45                      205,000.00                               6.99
   11260736                           684.22                       74,800.00                               10.5
   11260760                           640.09                       73,000.00                               9.99
   11260761                           684.12                       85,100.00                               8.99
   11260764                           287.18                       29,000.00                               11.5
   11260772                           613.82                       73,000.00                                9.5
   11260793                           310.40                       35,400.00                               9.99
   11260798                           375.04                       41,000.00                               10.5
   11260801                         1,412.10                      207,000.00                               7.25
   11260838                         1,875.22                      205,000.00                               10.5
   11260839                           182.35                       21,000.00                              9.875
   11260845                           612.40                      100,300.00                               6.85
   11260856                           426.90                       40,000.00                               12.5
   11260864                         2,871.82                      401,500.00                              8.265
   11260874                           214.41                       28,540.00                               8.25
   11260928                           859.30                       98,000.00                               9.99
   11260934                           681.04                       76,000.00                              10.25
   11260944                           639.34                      107,500.00                              5.925
   11260945                           602.20                       77,425.00                              8.625
   11260955                         1,064.19                      156,000.00                               7.25
   11261051                         1,112.59                      191,200.00                               6.45
   11261058                         2,189.61                      374,000.00                                6.5
   11261060                         2,895.72                      510,000.00                                5.5
   11261087                           974.81                      207,960.00                              5.625
   11261110                           543.64                       62,000.00                               9.99
   11261113                           322.42                       35,980.00                              10.25
   11261127                           608.53                       81,000.00                               8.25
   11261134                         2,156.07                      360,000.00                               5.99
   11261151                           606.56                       70,600.00                               9.75
   11261172                           134.48                       17,900.00                               8.25
   11261174                           995.58                      160,000.00                               6.35
   11261198                           768.37                       97,670.00                               8.75
   11261235                           933.46                       99,000.00                             10.875
   11261246                         2,462.87                      400,000.00                               6.25
   11261247                         1,210.84                      139,000.00                                6.5
   11261248                           476.41                       51,000.00                              7.625
   11261253                         3,607.98                      513,488.00                               7.55
   11261277                         1,076.95                      136,895.00                               8.75
   11261286                           496.59                       57,800.00                               9.75
   11261291                           528.28                       54,000.00                               8.39
   11261311                           631.74                       67,000.00                             10.875
   11261317                           787.17                      107,380.00                               7.99
   11261329                         1,033.02                      128,500.00                               8.99
   11261351                           822.62                       91,800.00                              10.25
   11261375                         1,042.07                      152,000.00                                7.3
   11261400                         2,383.33                      520,000.00                                5.5
   11261401                           678.09                       92,500.00                               7.99
   11261423                           293.35                       32,400.00                             10.375
   11261450                           834.19                      101,400.00                               9.25
   11261454                           532.32                       64,000.00                              9.375
   11261471                           625.08                       80,000.00                              8.675
   11261489                           772.84                      115,000.00                                7.1
   11261528                         1,650.64                      300,000.00                                  6
   11261536                           273.30                       27,598.00                               11.5
   11261539                           745.41                       95,400.00                              8.675
   11261556                         1,924.77                      289,600.00                               6.99
   11261557                         3,041.16                      449,910.00                              7.741
   11261564                           548.42                       73,000.00                               8.25
   11261571                         1,039.30                      115,980.00                              10.25
   11261578                           915.79                      128,760.00                              7.675
   11261605                         1,616.92                      264,000.00                                6.2
   11261621                           843.81                      133,500.00                                6.5
   11261622                         1,277.75                      185,000.00                              7.375
   11261627                         1,619.71                      225,000.00                                7.8
   11261651                         1,746.47                      222,000.00                               8.75
   11261680                           403.61                       48,000.00                                9.5
   11261689                           513.77                       59,800.00                               9.75
   11261700                           906.00                      131,500.00                               7.35
   11261723                           145.55                       16,600.00                               9.99
   11261735                         1,073.12                      180,000.00                               6.65
   11261736                         1,509.95                      234,000.00                                6.7
   11261753                           558.45                       65,000.00                               9.75
   11261776                           555.91                       63,400.00                               9.99
   11261786                         2,078.51                      330,600.00                                7.1
   11261811                           320.16                       35,000.00                               10.5
   11261820                           407.25                       39,000.00                                9.5
   11261825                         1,280.18                      146,000.00                               9.99
   11261834                           678.88                       72,000.00                             10.875
   11261838                           307.40                       35,400.00                              9.875
   11261847                           979.91                      182,000.00                               5.83
   11261858                         1,346.30                      213,000.00                                6.5
   11261863                           593.14                      115,000.00                                5.5
   11261873                           826.04                      105,000.00                               8.75
   11261875                           449.59                       45,400.00                               11.5
   11261884                           799.04                      109,000.00                               7.99
   11261900                           336.05                       36,000.00                              10.75
   11261908                           748.66                       75,600.00                               11.5
   11261928                           694.11                      106,200.00                              6.825
   11261937                           808.13                      131,250.00                               6.25
   11261965                           660.82                       89,000.00                              8.125
   11261974                           208.48                       17,380.00                              11.99
   11262013                         1,301.50                      228,000.00                               6.85
   11262087                           610.23                       75,000.00                              9.125
   11262089                         2,337.14                      352,000.00                               6.98
   11262113                           931.20                      123,660.00                              8.275
   11262130                         2,003.80                      187,000.00                               9.95
   11262131                         1,587.11                      265,000.00                               5.99
   11262138                           849.33                      150,000.00                              5.475
   11262165                         2,047.73                      308,100.00                               6.99
   11262167                           916.54                       90,800.00                              11.75
   11262168                         3,309.49                      490,000.00                               7.15
   11262177                         1,695.14                      276,000.00                                6.9
   11262187                           720.44                       72,750.00                               11.5
   11262188                         1,885.78                      200,000.00                             10.875
   11262193                           871.35                      118,750.00                                  8
   11262194                         1,867.96                      288,000.00                               6.75
   11262196                           789.73                      110,500.00                              7.725
   11262200                         2,974.12                      508,000.00                                6.5
   11262203                           966.50                      119,850.00                              9.025
   11262209                           739.95                       88,000.00                                9.5
   11262210                           557.67                       63,600.00                               9.99
   11262252                         1,426.33                      216,000.00                              6.926
   11262301                           879.58                      151,000.00                               6.99
   11262306                           896.35                       99,000.00                             10.375
   11262312                         1,968.76                      297,500.00                               7.55
   11262317                           863.96                      115,000.00                               8.25
   11262324                           435.10                       50,000.00                                9.9
   11262335                         1,096.04                      125,000.00                               9.99
   11262347                           183.86                       21,400.00                               9.75
   11262371                           205.18                       23,400.00                               9.99
   11262396                         1,785.99                      257,950.00                                7.4
   11262423                         1,230.26                      160,000.00                                8.5
   11262431                           923.58                      150,000.00                               6.25
   11262439                           421.67                       53,600.00                               8.75
   11262440                           377.04                       43,000.00                               9.99
   11262462                           789.36                      131,800.00                               5.99
   11262470                         1,725.27                      266,000.00                               6.75
   11262523                         2,498.99                      472,000.00                                5.7
   11262529                         2,943.84                      405,000.00                              7.901
   11262532                           916.47                      141,300.00                               6.75
   11262561                           349.65                       36,000.00                              11.25
   11262570                           431.02                       48,100.00                              10.25
   11262578                           379.62                       41,500.00                               10.5
   11262588                           160.92                       20,000.00                                  9
   11262599                           689.50                       82,000.00                                9.5
   11262614                           717.82                       99,000.00                              7.875
   11262623                           380.08                       46,200.00                               9.25
   11262628                         2,838.48                      492,300.00                              6.375
   11262647                           543.64                       62,000.00                               9.99
   11262648                         1,113.58                      127,000.00                               9.99
   11262650                         1,040.63                      225,000.00                               5.55
   11262682                           575.02                       61,600.00                              10.75
   11262691                           434.60                       48,000.00                             10.375
   11262702                           407.33                       55,250.00                               8.05
   11262716                           238.35                       31,727.00                               8.25
   11262732                         1,054.15                      111,800.00                             10.875
   11262763                         1,259.04                      225,250.00                              6.125
   11262767                         2,195.20                      254,000.00                              6.375
   11262775                           225.77                       26,000.00                              9.875
   11262788                         1,000.62                      119,000.00                                9.5
   11262805                         1,947.37                      293,000.00                               6.99
   11262828                         2,394.30                      414,000.00                               6.94
   11262850                           206.76                       24,066.00                               9.75
   11262914                         2,708.14                      396,000.00                              7.275
   11262919                         3,256.30                      500,000.00                               6.79
   11262947                           377.33                       41,250.00                               10.5
   11262953                         2,428.98                      335,000.00                              7.875
   11262975                           612.88                       65,000.00                             10.875
   11262976                           112.65                       14,000.00                                  9
   11262984                           141.50                       17,200.00                               9.25
   11263004                           623.47                       69,576.00                              10.25
   11263007                         1,056.43                      152,100.00                               7.99
   11263046                           594.49                       67,800.00                               9.99
   11263071                           639.05                       76,000.00                                9.5
   11263079                         2,418.21                      397,000.00                               6.83
   11263100                           602.93                       75,000.00                               8.99
   11263110                           184.13                       21,000.00                               9.99
   11263115                           771.88                      123,500.00                                7.5
   11263126                           613.78                       70,000.00                               9.99
   11263128                           352.11                       43,800.00                               8.99
   11263129                         1,907.81                      275,000.00                              8.325
   11263158                           357.42                       36,800.00                              11.25
   11263168                           660.38                       97,600.00                               7.75
   11263181                           694.20                       80,800.00                               9.75
   11263200                           980.90                      156,000.00                               6.45
   11263207                           747.51                       99,500.00                               8.25
   11263225                         1,229.33                      195,000.00                              6.475
   11263240                           501.82                       56,000.00                              10.25
   11263242                         2,074.17                      344,800.00                              6.725
   11263305                         1,873.26                      337,250.00                              6.075
   11263312                           226.90                       28,200.00                                  9
   11263314                           335.30                       40,050.00                               9.45
   11263328                           326.45                       34,307.00                              10.99
   11263330                         1,470.91                      156,000.00                             10.875
   11263332                         1,113.25                      184,000.00                              6.085
   11263357                           582.47                       65,000.00                              10.25
   11263367                           978.90                      140,000.00                                7.5
   11263378                         1,422.59                      149,500.00                              10.99
   11263385                           973.00                      168,000.00                               6.95
   11263439                         4,540.19                      700,000.00                               6.75
   11263461                         2,262.50                      391,200.00                                6.4
   11263471                           851.30                       95,000.00                              10.25
   11263508                         1,848.96                      240,300.00                              8.975
   11263520                           707.92                       79,000.00                              10.25
   11263540                         1,756.30                      192,000.00                               10.5
   11263549                           765.18                       91,000.00                                9.5
   11263555                           438.42                       50,000.00                               9.99
   11263556                           818.53                      129,500.00                                6.5
   11263590                         4,791.84                      772,000.00                               6.99
   11263609                           724.89                       73,200.00                               11.5
   11263632                           473.09                       50,680.00                              10.75
   11263642                           502.61                       58,500.00                               9.75
   11263653                         1,185.84                      198,000.00                               5.99
   11263658                           468.79                       55,800.00                               9.49
   11263676                           644.10                       69,000.00                              10.75
   11263693                         1,682.59                      236,000.00                                7.7
   11263701                           207.35                       27,600.00                               8.25
   11263707                           860.95                      107,000.00                                  9
   11263719                           755.08                       97,750.00                               8.55
   11263720                           841.20                      114,750.00                               7.99
   11263721                         1,197.54                      180,000.00                                  7
   11263766                           652.78                       68,600.00                              10.99
   11263804                           166.49                       19,800.00                                9.5
   11263809                           427.46                       48,750.00                               9.99
   11263834                           941.00                       99,800.00                             10.875
   11263836                           792.03                       84,000.00                             10.875
   11263858                           536.04                       60,445.00                             10.125
   11263865                         1,706.69                      329,000.00                              6.225
   11263899                         1,143.56                      136,000.00                                9.5
   11263901                         5,014.89                      700,000.00                               7.75
   11263921                           495.41                       56,500.00                               9.99
   11263926                         1,630.71                      222,450.00                               7.99
   11263933                           767.51                       81,400.00                             10.875
   11263940                         3,055.90                      464,000.00                                6.9
   11263951                         1,250.21                      180,000.00                               7.99
   11263958                           373.34                       44,400.00                                9.5
   11263968                           429.77                       48,000.00                              10.24
   11263971                           733.25                       88,350.00                               9.35
   11263981                           709.71                       79,200.00                              10.25
   11263986                           976.52                      127,000.00                                8.5
   11263996                           605.42                       72,000.00                                9.5
   11264001                           288.87                       31,580.00                               10.5
   11264019                         2,514.20                      476,250.00                              6.335
   11264029                         1,371.04                      190,000.00                              7.825
   11264030                           452.02                       61,750.00                              7.975
   11264032                           968.16                      116,400.00                              9.375
   11264041                         2,122.51                      386,250.00                               5.99
   11264060                         1,276.54                      164,500.00                                8.6
   11264089                           430.13                       48,000.00                              10.25
   11264094                         1,093.51                      139,000.00                               8.75
   11264099                           222.78                       26,495.00                                9.5
   11264102                         1,719.55                      250,000.00                                7.9
   11264108                         1,571.64                      266,015.00                              6.575
   11264138                           550.76                       65,500.00                                9.5
   11264162                           836.06                      104,000.00                               8.99
   11264224                         2,466.28                      364,500.00                               7.75
   11264230                           131.52                       15,000.00                               9.99
   11264233                         2,439.83                      436,500.00                              6.125
   11264235                           373.03                       41,200.00                             10.375
   11264263                         1,131.47                      120,000.00                             10.875
   11264265                         2,526.55                      420,000.00                              6.725
   11264270                         2,859.80                      442,000.00                               7.35
   11264271                           449.99                       61,385.00                               7.99
   11264274                         1,155.89                      149,850.00                                  9
   11264286                           670.14                       78,000.00                               9.75
   11264342                         1,030.34                      134,000.00                                8.5
   11264343                         1,219.00                      210,000.00                               6.43
   11264357                           663.53                       82,650.00                              8.975
   11264373                           552.40                       63,000.00                               9.99
   11264378                         1,046.79                      157,500.00                               6.99
   11264379                           636.23                       71,000.00                              10.25
   11264396                           676.91                       74,000.00                               10.5
   11264398                           517.65                       54,900.00                             10.875
   11264413                           454.11                       51,790.00                               9.99
   11264414                         2,785.51                      452,200.00                              6.925
   11264423                           290.89                       29,950.00                              11.25
   11264495                           553.79                       61,800.00                              10.25
   11264498                         1,335.33                      243,000.00                               5.99
   11264500                           337.19                       45,200.00                              8.175
   11264503                           713.46                      110,000.00                               6.75
   11264522                           876.89                       93,000.00                             10.875
   11264562                         2,293.42                      328,000.00                                7.5
   11264583                         1,655.83                      264,000.00                              6.426
   11264585                           518.50                       54,990.00                             10.875
   11264588                           436.35                       45,450.00                              9.925
   11264591                         3,171.88                      525,000.00                               7.25
   11264598                           839.06                      120,000.00                                7.5
   11264603                         1,137.93                      190,000.00                               5.99
   11264615                           839.20                      131,400.00                                6.6
   11264622                           899.27                      148,000.00                              6.125
   11264632                           291.63                       33,000.00                               8.75
   11264648                           370.96                       32,600.00                             12.525
   11264680                           398.17                       53,000.00                               8.25
   11264684                           743.76                       83,000.00                              10.25
   11264710                           300.70                       31,600.00                              10.99
   11264758                           504.33                       53,000.00                              10.99
   11264782                           348.73                       35,215.00                               11.5
   11264794                           540.29                       71,250.00                               8.35
   11264810                           868.06                       99,000.00                               9.99
   11264815                         1,710.94                      375,000.00                              5.475
   11264817                         2,470.88                      495,000.00                               5.99
   11264826                           145.69                       15,000.00                              11.25
   11264857                           929.14                      147,000.00                                6.5
   11264885                           172.04                       22,900.00                               8.25
   11264887                         1,277.15                      170,000.00                               8.25
   11264890                           827.86                       87,000.00                              10.99
   11264902                         1,906.92                      274,550.00                               7.99
   11264909                           577.66                       78,800.00                               7.99
   11264927                           811.94                      101,000.00                               8.99
   11264954                         1,173.23                      134,255.00                               9.95
   11264958                           460.21                       51,400.00                              10.24
   11264965                           986.02                      167,400.00                               6.55
   11264970                           728.18                       86,600.00                                9.5
   11264998                         2,817.37                      440,000.00                              6.625
   11265006                           552.40                       63,000.00                               9.99
   11265026                         1,387.68                      278,000.00                               5.99
   11265027                         1,854.17                      356,000.00                               6.25
   11265071                           635.24                       73,000.00                                9.9
   11265077                           533.68                       56,600.00                             10.875
   11265089                         1,027.47                      133,750.00                               8.49
   11265096                         1,245.79                      250,200.00                              5.975
   11265103                         1,209.74                      135,000.00                              10.25
   11265104                         1,247.00                      258,000.00                                5.8
   11265106                         1,120.94                      160,000.00                               7.52
   11265107                           871.12                      112,000.00                              8.625
   11265113                           354.02                       45,000.00                               8.75
   11265127                         1,406.13                      185,000.00                              8.375
   11265132                         1,095.13                      176,000.00                               6.35
   11265137                           732.00                       85,200.00                               9.75
   11265156                           237.12                       28,200.00                                9.5
   11265204                         1,061.91                      176,000.00                               6.75
   11265216                         2,765.63                      531,000.00                               6.25
   11265221                         3,147.60                      536,000.00                              6.525
   11265229                         2,401.24                      309,433.00                                8.6
   11265235                           353.70                       46,000.00                                8.5
   11265244                         1,117.42                      170,280.00                              7.475
   11265253                           304.15                       37,800.00                                  9
   11265259                           495.96                       52,600.00                             10.875
   11265268                           728.45                       75,000.00                              11.25
   11265276                         1,383.58                      145,400.00                              10.99
   11265278                           858.80                       92,000.00                              10.75
   11265291                           904.99                      114,000.00                               8.85
   11265300                           630.64                       75,000.00                                9.5
   11265322                           580.19                       69,000.00                                9.5
   11265342                           303.51                       33,180.00                               10.5
   11265398                         1,003.31                      128,700.00                               8.65
   11265424                         1,347.24                      202,500.00                                  7
   11265437                           308.02                       41,000.00                               8.25
   11265443                         1,256.15                      189,000.00                               6.99
   11265468                           460.34                       52,500.00                               9.99
   11265492                           652.43                       89,000.00                               7.99
   11265501                         3,100.13                      546,000.00                                5.5
   11265514                         1,043.43                      119,000.00                               9.99
   11265533                         1,961.46                      350,000.00                              6.725
   11265558                           365.48                       38,000.00                             11.125
   11265569                           310.40                       40,000.00                                8.6
   11265570                         1,091.29                      186,400.00                                6.5
   11265600                         2,533.88                      435,000.00                               6.99
   11265606                         2,559.72                      418,000.00                              6.875
   11265610                         3,713.94                      675,000.00                                  6
   11265614                         1,112.61                      118,000.00                             10.875
   11265653                         2,426.38                      366,651.00                               7.55
   11265656                         1,302.89                      248,500.00                              5.625
   11265666                           647.01                      100,000.00                               7.35
   11265686                         2,091.63                      383,200.00                               6.55
   11265694                         1,954.65                      310,000.00                              7.125
   11265697                         1,546.88                      247,500.00                                7.5
   11265731                           424.30                       45,000.00                             10.875
   11265732                         1,360.32                      208,875.00                               6.79
   11265740                           335.83                       40,500.00                               9.34
   11265745                         1,315.33                      183,600.00                               7.75
   11265752                           136.79                       15,600.00                               9.99
   11265775                           832.99                       95,000.00                               9.99
   11265776                         1,574.76                      261,000.00                               6.75
   11265801                           271.05                       32,235.00                                9.5
   11265807                           609.93                      103,500.00                               5.84
   11265809                         1,441.71                      224,000.00                              6.675
   11265822                         1,883.76                      265,500.00                               7.65
   11265855                         2,101.63                      332,500.00                                6.5
   11265856                         2,336.65                      318,750.00                               7.99
   11265857                           655.26                      100,000.00                               6.85
   11265860                           564.92                       75,905.00                               8.15
   11265869                           809.23                      122,250.00                               6.95
   11265877                           578.48                       77,000.00                               8.25
   11265881                           986.48                      128,000.00                              8.525
   11265911                           521.79                       62,109.00                               9.49
   11265917                         1,936.75                      366,000.00                               6.35
   11265921                         1,380.21                      265,000.00                               6.25
   11265932                           320.50                       46,750.00                                7.3
   11265948                           904.79                      139,500.00                               6.75
   11265958                           612.61                       57,400.00                               12.5
   11265965                         1,666.65                      209,000.00                                8.9
   11265972                           822.20                      118,750.00                                7.4
   11265987                           868.06                       99,000.00                               9.99
   11266006                         1,247.74                      200,000.00                              6.375
   11266032                           551.02                       77,850.00                              7.625
   11266047                           527.52                       61,400.00                               9.75
   11266049                         2,158.38                      360,000.00                                  6
   11266082                           484.81                       53,000.00                               10.5
   11266086                         1,432.87                      224,000.00                               7.25
   11266125                         1,567.74                      185,000.00                               9.59
   11266136                           335.67                       35,600.00                             10.875
   11266138                         1,088.03                      174,400.00                              6.375
   11266143                         2,564.25                      468,000.00                              6.575
   11266202                         1,270.85                      200,000.00                              6.551
   11266203                         1,086.68                      192,000.00                              6.225
   11266205                         1,588.44                      331,500.00                               5.75
   11266219                           465.97                       52,000.00                              10.25
   11266262                           839.12                      123,000.00                              7.825
   11266267                           799.01                       93,000.00                               9.75
   11266276                         2,603.40                      438,000.00                              6.625
   11266305                         1,831.13                      275,000.00                               6.35
   11266341                         2,554.64                      400,000.00                                6.6
   11266346                           677.94                       69,800.00                              11.25
   11266351                         2,672.63                      446,250.00                               5.99
   11266360                           694.57                       86,400.00                               8.99
   11266373                           622.02                       68,000.00                               10.5
   11266403                           567.62                       60,200.00                             10.875
   11266436                         4,627.94                      641,250.00                               8.35
   11266441                           953.48                      121,200.00                               8.75
   11266455                           411.63                       45,000.00                               10.5
   11266488                           665.65                       95,200.00                                7.5
   11266519                         1,992.99                      297,000.00                              7.675
   11266539                           641.69                       78,000.00                               9.25
   11266542                           920.11                      101,000.00                              10.45
   11266555                           750.09                       82,000.00                               10.5
   11266556                         1,495.26                      186,000.00                               8.99
   11266557                         2,966.96                      488,300.00                              6.125
   11266565                           304.50                       32,000.00                              10.99
   11266567                           431.30                       50,200.00                               9.75
   11266583                           651.16                       81,000.00                               8.99
   11266584                         1,556.75                      270,000.00                              6.375
   11266605                         1,152.57                      126,000.00                               10.5
   11266610                         1,322.25                      246,000.00                               6.45
   11266615                         4,380.00                      960,000.00                              5.475
   11266622                         2,516.25                      495,000.00                                6.1
   11266637                         1,626.54                      245,100.00                              6.975
   11266642                           649.91                       79,000.00                               9.25
   11266643                         2,217.53                      335,000.00                               6.95
   11266650                         1,697.50                      316,500.00                                5.8
   11266651                         2,385.78                      410,000.00                               6.45
   11266656                           846.72                       89,800.00                             10.875
   11266663                         1,177.56                      191,250.00                               6.25
   11266684                         2,400.23                      498,750.00                              5.775
   11266696                         2,425.90                      365,000.00                               6.99
   11266703                           366.41                       37,000.00                               11.5
   11266705                         3,109.31                      520,000.00                              5.975
   11266723                           463.36                       52,800.00                                 10
   11266738                         2,785.38                      424,000.00                              6.875
   11266776                         1,447.03                      180,000.00                               8.99
   11266791                         1,278.47                      174,400.00                               7.99
   11266801                           537.75                       80,910.00                               6.99
   11266806                           339.82                       48,600.00                                7.5
   11266825                           219.21                       25,000.00                               9.99
   11266828                           366.81                       40,100.00                               10.5
   11266843                           398.10                       40,200.00                               11.5
   11266865                           595.74                       69,400.00                               9.74
   11266869                         1,326.67                      201,600.00                                7.5
   11266888                           138.54                       15,800.00                               9.99
   11266890                           192.90                       22,000.00                               9.99
   11266892                           283.34                       31,000.00                              10.49
   11266955                         2,502.99                      396,000.00                                6.5
   11266961                           299.88                       39,000.00                                8.5
   11266968                           840.85                      100,000.00                                9.5
   11267000                         1,192.71                      229,000.00                               6.25
   11267005                           786.70                      100,000.00                               8.75
   11267019                           904.85                       99,000.00                              10.49
   11267066                           662.89                       75,600.00                               9.99
   11267077                         1,955.47                      336,000.00                              5.725
   11267087                         1,563.76                      250,000.00                                6.4
   11267097                           651.15                       88,825.00                               7.99
   11267100                         1,783.26                      231,920.00                                8.5
   11267117                           992.58                      172,000.00                              6.925
   11267120                           754.31                       80,000.00                             10.875
   11267126                           192.32                       25,600.00                               8.25
   11267129                           315.74                       36,750.00                               9.75
   11267135                           993.31                      157,152.00                                6.5
   11267137                         2,431.35                      392,350.00                              6.976
   11267207                           555.58                       62,000.00                              10.25
   11267221                           167.08                       16,000.00                                9.5
   11267243                         2,182.77                      369,000.00                              5.875
   11267252                         3,271.13                      552,000.00                                6.6
   11267276                           564.21                       67,100.00                                9.5
   11267286                         1,653.93                      255,000.00                               6.75
   11267291                           528.86                       65,000.00                              9.125
   11267310                         2,857.49                      520,000.00                               5.99
   11267314                           485.38                       59,000.00                               9.25
   11267329                           609.01                       64,590.00                             10.875
   11267344                           510.04                       53,600.00                              10.99
   11267349                         1,671.61                      245,700.00                                7.8
   11267367                           358.46                       42,630.00                                9.5
   11267369                           584.10                       71,000.00                               9.25
   11267371                         1,141.53                      176,000.00                               6.75
   11267381                           588.09                       63,000.00                              10.75
   11267394                           735.45                       78,000.00                             10.875
   11267419                           205.00                       23,380.00                               9.99
   11267428                         1,177.03                      139,980.00                                9.5
   11267432                         2,075.80                      342,000.00                                6.8
   11267441                         1,463.58                      160,000.00                               10.5
   11267442                         2,117.89                      305,885.00                                7.4
   11267443                         1,559.71                      208,000.00                               8.23
   11267456                         2,763.41                      460,750.00                                6.7
   11267458                         1,915.74                      391,300.00                              5.875
   11267460                           676.56                       86,000.00                               8.75
   11267463                         1,498.97                      265,500.00                              6.775
   11267477                           292.30                       31,000.00                             10.875
   11267483                         1,192.34                      167,400.00                               7.69
   11267491                           298.12                       34,000.00                               9.99
   11267492                           872.72                      128,250.00                              7.225
   11267523                           488.62                       76,000.00                              7.715
   11267524                         1,274.03                      180,000.00                              7.625
   11267538                           372.90                       47,400.00                               8.75
   11267539                           981.88                       92,000.00                               12.5
   11267553                           500.48                       62,200.00                                  9
   11267561                         1,793.25                      358,650.00                                  6
   11267563                           909.03                      121,000.00                               8.25
   11267589                           697.74                       74,000.00                             10.875
   11267595                           885.60                      101,000.00                               9.99
   11267611                           726.03                       77,000.00                             10.875
   11267613                           390.17                       39,400.00                               11.5
   11267632                         2,534.41                      364,500.00                                  8
   11267686                           817.00                      140,000.00                               5.75
   11267702                         1,788.24                      280,000.00                                6.6
   11267705                           821.89                      115,000.00                              7.725
   11267709                           299.15                       29,105.00                              11.99
   11267748                         1,532.58                      204,000.00                               8.25
   11267768                         2,653.51                      427,500.00                               6.99
   11267802                           265.54                       31,580.00                                9.5
   11267804                           639.05                       76,000.00                                9.5
   11267823                         1,043.48                      170,400.00                              6.875
   11267827                           753.09                      106,400.00                              7.625
   11267845                           249.21                       26,430.00                             10.875
   11267869                           874.49                      104,000.00                                9.5
   11267872                           499.62                       56,980.00                               9.99
   11267874                         3,918.00                      589,500.00                               6.99
   11267893                         1,006.21                      110,000.00                               10.5
   11267909                           584.09                       50,000.00                               11.5
   11267927                         1,059.48                      126,000.00                                9.5
   11267929                         1,759.21                      260,000.00                               7.75
   11267933                           353.72                       44,000.00                               8.99
   11267952                           224.41                       23,800.00                             10.875
   11267961                         1,780.40                      274,500.00                               6.75
   11267967                           866.44                      160,000.00                              5.875
   11267993                           555.01                       64,600.00                               9.75
   11267998                           127.14                       14,500.00                               9.99
   11268001                         2,158.89                      337,500.00                               7.25
   11268017                         1,299.19                      202,900.00                              6.625
   11268029                         2,855.58                      398,595.00                               7.75
   11268032                         2,140.38                      377,000.00                               6.25
   11268066                           532.88                       56,000.00                              10.99
   11268073                         3,559.94                      406,000.00                               9.99
   11268083                           424.30                       45,000.00                             10.875
   11268088                         1,332.79                      152,000.00                               9.99
   11268098                           473.21                       55,078.00                               9.75
   11268108                         1,080.27                      170,910.00                                6.5
   11268120                           775.22                       93,000.00                                9.4
   11268131                           131.52                       15,000.00                               9.99
   11268134                           459.36                       52,900.00                              9.875
   11268140                           401.95                       50,000.00                               8.99
   11268151                           206.06                       23,500.00                               9.99
   11268166                           620.61                       77,200.00                               8.99
   11268180                         1,753.88                      246,000.00                                7.7
   11268187                           786.68                       86,000.00                               10.5
   11268193                           368.27                       42,000.00                               9.99
   11268205                           426.31                       50,700.00                                9.5
   11268238                           167.83                       17,800.00                             10.875
   11268273                           499.79                       57,000.00                               9.99
   11268285                         1,239.66                      132,800.00                              10.75
   11268312                           695.20                       76,000.00                               10.5
   11268336                           439.84                       60,000.00                               7.99
   11268341                           820.72                       93,600.00                               9.99
   11268344                           966.98                      115,000.00                                9.5
   11268345                           485.41                       52,000.00                              10.75
   11268356                           359.69                       37,800.00                              10.99
   11268358                         1,194.55                      126,690.00                             10.875
   11268382                           886.50                      140,400.00                               6.49
   11268386                           748.44                      102,000.00                                  8
   11268387                           159.63                       18,000.00                             10.125
   11268463                           320.16                       35,000.00                               10.5
   11268480                         1,078.39                      110,000.00                              8.425
   11268490                           264.27                       24,000.00                                 12
   11268506                           689.94                      115,200.00                               5.99
   11268512                           499.73                       53,000.00                             10.875
   11268551                         1,915.42                      363,400.00                              6.325
   11268554                           747.08                       70,000.00                               12.5
   11268555                         1,138.10                      228,000.00                               5.99
   11268557                           350.29                       40,000.00                              9.975
   11268573                           620.31                       72,200.00                               9.75
   11268614                           469.11                       53,500.00                               9.99
   11268616                         3,482.07                      475,000.00                               7.99
   11268635                         1,206.93                      150,000.00                                  9
   11268644                         1,320.05                      140,000.00                             10.875
   11268656                         3,304.89                      566,910.00                              6.465
   11268661                         1,517.45                      207,000.00                               7.99
   11268692                           603.45                       64,000.00                             10.875
   11268696                           491.03                       56,000.00                               9.99
   11268727                           561.96                       72,250.00                              8.625
   11268736                         1,829.21                      194,000.00                             10.875
   11268740                         1,736.40                      250,000.00                               7.99
   11268745                           704.49                      102,000.00                              7.375
   11268780                           844.09                       97,000.00                                9.9
   11268813                           793.33                      160,000.00                               5.95
   11268823                         1,742.70                      198,750.00                               9.99
   11268836                         1,884.42                      281,600.00                               7.65
   11268840                           792.67                       78,000.00                             10.765
   11268855                         2,283.56                      332,000.00                                7.9
   11268860                         1,966.50                      255,750.00                                8.5
   11268864                         1,185.88                      162,000.00                              7.975
   11268872                           391.14                       42,000.00                              7.575
   11268879                           277.20                       28,000.00                             10.375
   11268883                           368.52                       41,000.00                                  7
   11268921                           948.10                      150,000.00                                6.5
   11268945                         1,221.81                      182,700.00                              8.025
   11268947                           209.39                       23,880.00                               9.99
   11268972                           254.31                       29,600.00                               9.75
   11269015                           242.88                       27,700.00                               9.99
   11269019                           317.56                       43,320.00                               7.99
   11269025                           728.45                       75,000.00                              11.25
   11269048                           153.45                       17,500.00                               9.99
   11269054                           184.13                       21,000.00                               9.99
   11269066                           526.10                       60,000.00                               9.99
   11269102                         1,424.62                      259,250.00                               5.99
   11269125                           791.84                      105,400.00                               8.25
   11269131                           425.95                       46,000.00                              10.65
   11269154                         1,196.48                      130,800.00                               10.5
   11269173                         2,223.33                      464,000.00                               5.75
   11269185                           322.60                       36,000.00                              10.25
   11269205                           579.01                       73,600.00                               8.75
   11269225                         1,491.95                      220,500.00                               7.75
   11269259                         1,789.65                      232,750.00                                8.5
   11269271                         1,917.94                      397,500.00                               5.79
   11269285                         2,567.84                      355,000.00                               7.85
   11269298                           797.13                       94,800.00                                9.5
   11269306                           354.93                       37,300.00                              10.99
   11269350                           893.52                      104,000.00                               9.75
   11269380                           440.61                       50,250.00                               9.99
   11269381                           613.78                       70,000.00                               9.99
   11269404                         3,237.73                      408,500.00                              9.275
   11269424                           676.14                       90,000.00                               8.25
   11269439                         1,570.08                      255,000.00                               6.25
   11269471                           175.37                       20,000.00                               9.99
   11269506                         1,567.03                      280,000.00                              6.135
   11269519                           205.05                       23,385.00                               9.99
   11269547                           782.60                       83,000.00                             10.875
   11269580                         1,953.29                      260,000.00                               8.25
   11269581                           124.76                       15,000.00                              9.375
   11269584                           973.94                      123,800.00                               8.75
   11269598                           409.52                       45,700.00                              10.25
   11269606                         1,546.35                      274,500.00                               6.76
   11269616                           349.12                       47,500.00                              8.525
   11269625                           658.14                       80,000.00                               9.25
   11269628                           210.44                       24,000.00                               9.99
   11269721                           199.51                       25,360.00                               8.75
   11269731                         1,019.82                      105,000.00                              11.25
   11269732                           725.46                      103,500.00                              7.525
   11269747                           622.06                       73,980.00                                9.5
   11269758                         1,244.23                      141,900.00                               9.99
   11269763                           790.32                      120,000.00                                6.9
   11269768                         2,637.37                      480,250.00                               6.59
   11269778                           280.07                       35,600.00                               8.75
   11269788                           288.30                       32,880.00                               9.99
   11269813                         1,349.04                      205,000.00                                7.5
   11269824                         2,016.67                      440,000.00                                5.5
   11269837                           485.63                       50,000.00                              11.25
   11269951                           693.02                       73,500.00                             10.875
   11269958                           622.19                       78,200.00                              8.875
   11269975                           364.31                       47,380.00                                8.5
   11269986                           128.87                       15,000.00                               9.75
   11270012                           848.60                       90,000.00                             10.875
   11270013                           274.42                       30,000.00                               10.5
   11270029                           387.56                       44,200.00                               9.99
   11270050                         2,530.25                      380,700.00                               6.99
   11270070                           705.39                      111,600.00                                6.5
   11270076                         1,712.03                      266,000.00                              6.675
   11270077                         1,882.28                      292,000.00                               6.69
   11270081                         1,467.36                      215,100.00                               7.25
   11270118                           754.06                       93,800.00                               8.99
   11270122                           576.00                      102,400.00                               6.75
   11270124                           470.88                       56,000.00                                9.5
   11270130                         1,497.92                      267,500.00                              5.375
   11270153                         1,104.87                      150,576.00                                  8
   11270186                           189.04                       22,580.00                               9.45
   11270206                           686.47                       78,224.00                                 10
   11270227                           860.26                       96,000.00                              10.25
   11270236                           218.62                       26,000.00                                9.5
   11270270                           980.16                      105,000.00                              10.75
   11270283                         1,507.23                      236,000.00                                6.6
   11270292                         2,623.63                      342,000.00                              8.475
   11270300                         1,158.12                      174,250.00                               6.99
   11270311                           250.81                       26,600.00                             10.875
   11270316                         1,875.32                      270,000.00                               7.99
   11270389                           356.50                       36,000.00                               11.5
   11270400                           722.71                      112,000.00                                6.7
   11270405                           483.82                       66,000.00                               7.99
   11270417                           902.60                      175,000.00                                5.5
   11270420                         1,605.37                      184,000.00                              6.525
   11270434                         2,322.92                      312,000.00                               8.65
   11270442                           684.51                       78,000.00                                 10
   11270457                           888.49                      108,000.00                               9.25
   11270458                         1,706.74                      261,800.00                                6.8
   11270459                         1,311.38                      180,000.00                              7.925
   11270462                         3,083.42                      539,750.00                                6.3
   11270508                         1,500.79                      220,000.00                               7.25
   11270522                           152.76                       16,700.00                               10.5
   11270525                         1,639.76                      328,500.00                               5.99
   11270528                           873.37                      135,000.00                              6.725
   11270582                         1,592.06                      209,000.00                              8.875
   11270607                           630.91                       83,980.00                               8.25
   11270659                           329.92                       38,400.00                               9.75
   11270671                         2,409.41                      402,300.00                               5.99
   11270677                           588.42                       76,000.00                              8.575
   11270681                           230.36                       26,250.00                                 10
   11270685                           127.72                       17,000.00                               8.25
   11270702                           657.62                       75,000.00                               9.99
   11270717                         1,245.68                      143,000.00                                6.5
   11270720                           551.19                       67,000.00                               9.25
   11270740                         3,832.85                      617,500.00                               6.99
   11270751                         1,322.18                      181,050.00                               7.95
   11270753                           905.85                       87,000.00                               9.45
   11270795                           972.72                      121,000.00                               8.99
   11270807                           675.16                       77,000.00                               9.99
   11270816                           268.93                       29,400.00                               10.5
   11270819                           613.61                       69,980.00                               9.99
   11270825                         1,397.50                      312,000.00                              5.375
   11270840                           338.03                       35,850.00                             10.875
   11270925                           628.39                       68,000.00                             10.625
   11270936                           789.15                       90,000.00                               9.99
   11270943                           920.67                      105,000.00                               9.99
   11270964                           248.41                       28,000.00                              10.13
   11270974                           779.81                      126,650.00                               6.25
   11270977                           631.31                      120,250.00                                6.3
   11270979                         2,383.76                      416,075.00                              6.875
   11270992                         1,964.69                      268,000.00                                8.5
   11270998                           684.43                       87,000.00                               8.75
   11271003                           668.00                       82,650.00                               9.05
   11271052                           857.13                      184,000.00                               5.59
   11271058                         1,385.92                      153,000.00                              7.125
   11271063                           219.27                       21,000.00                             11.175
   11271073                         2,303.89                      364,500.00                                6.5
   11271087                           561.04                       64,000.00                                6.6
   11271095                           605.42                       72,000.00                                9.5
   11271110                           349.55                       40,000.00                               9.95
   11271111                         4,035.40                      640,000.00                              7.125
   11271124                           703.11                       80,800.00                                9.9
   11271226                         3,747.74                      650,000.00                              6.375
   11271242                         1,519.18                      229,500.00                               6.95
   11271248                           520.50                       53,590.00                              11.25
   11271259                           710.23                       81,000.00                               9.99
   11271260                         1,725.89                      255,075.00                               7.75
   11271270                           998.10                      120,000.00                              9.375
   11271273                           624.63                       66,400.00                               7.74
   11271275                           726.25                       77,800.00                              10.75
   11271305                         1,043.43                      119,000.00                               9.99
   11271312                         3,197.03                      472,500.00                               7.75
   11271315                         3,986.58                      577,200.00                              7.375
   11271323                           681.33                       88,000.00                              8.575
   11271331                         4,505.88                      560,500.00                               8.99
   11271337                           949.00                      208,000.00                              5.475
   11271340                           869.73                      100,000.00                              6.475
   11271348                           501.28                       54,800.00                               10.5
   11271358                           622.02                       68,000.00                               10.5
   11271362                         1,742.05                      323,100.00                               6.47
   11271367                           489.18                       54,590.00                              10.25
   11271381                         2,541.79                      409,500.00                               6.99
   11271409                           725.97                       84,000.00                              6.375
   11271434                         1,263.73                      185,250.00                               7.25
   11271439                           355.27                       41,000.00                               9.85
   11271464                           716.60                       76,000.00                             10.875
   11271472                         1,584.45                      281,700.00                              6.175
   11271483                           810.08                       90,400.00                              10.25
   11271488                         2,429.93                      428,000.00                               6.25
   11271495                         1,206.85                      127,995.00                             10.875
   11271535                           681.09                       81,000.00                                9.5
   11271541                         1,596.64                      260,000.00                              6.225
   11271588                         1,358.37                      125,000.00                              12.75
   11271628                         1,087.81                      112,000.00                              11.25
   11271638                           288.69                       28,600.00                              11.75
   11271654                           750.46                       89,250.00                                9.5
   11271662                         3,489.02                      552,000.00                                6.5
   11271688                         3,883.34                      684,000.00                               6.25
   11271697                         1,155.80                      119,000.00                              11.25
   11271722                           375.02                       44,600.00                                9.5
   11271736                           807.75                      114,400.00                                7.6
   11271738                           568.42                       67,600.00                                9.5
   11271817                         2,627.34                      427,500.00                              7.375
   11271831                         1,125.13                      123,000.00                               10.5
   11271849                           240.56                       28,000.00                               9.75
   11271858                         1,527.61                      167,000.00                               10.5
   11271866                         1,533.33                      320,000.00                               5.75
   11271888                           621.55                       83,200.00                               8.19
   11271890                           810.89                       86,000.00                             10.875
   11271891                           947.43                      148,500.00                               6.59
   11271912                         2,015.26                      288,500.00                               7.49
   11271926                           376.24                       49,500.00                              8.375
   11271962                           585.43                       64,000.00                               10.5
   11271963                         1,728.63                      280,750.00                               6.25
   11271976                           895.08                      144,000.00                               6.34
   11271977                           490.37                       42,000.00                              7.125
   11271981                           608.85                       82,000.00                              8.125
   11271989                           731.46                      112,200.00                                6.8
   11271990                           560.89                       56,639.00                               11.5
   11272003                           421.17                       47,000.00                              10.25
   11272005                         1,121.63                      163,200.00                              7.325
   11272017                         1,924.63                      277,100.00                               7.99
   11272020                           675.88                       84,000.00                                  9
   11272028                         2,678.27                      493,000.00                                5.9
   11272034                           215.78                       24,000.00                               8.99
   11272040                         5,245.51                      720,000.00                              7.925
   11272046                         1,123.71                      161,500.00                               7.45
   11272050                           383.56                       38,950.00                                8.5
   11272069                         2,090.42                      315,000.00                              6.975
   11272071                         1,306.69                      210,000.00                               6.35
   11272074                         1,380.21                      250,000.00                              6.625
   11272079                           784.96                       83,250.00                             10.875
   11272081                         1,452.17                      233,955.00                               6.99
   11272106                           822.47                       93,800.00                               9.99
   11272109                           716.81                       81,750.00                               9.99
   11272141                         2,868.03                      387,200.00                                8.6
   11272186                           533.92                       50,400.00                               9.75
   11272200                           781.51                       90,000.00                              9.875
   11272206                           310.28                       36,900.00                                9.5
   11272235                         3,343.94                      536,000.00                              6.375
   11272251                         2,083.95                      321,300.00                               6.75
   11272286                         2,465.58                      370,500.00                                7.6
   11272294                         4,135.33                      570,000.00                                8.4
   11272326                           546.88                       58,000.00                             10.875
   11272341                         1,366.64                      170,000.00                               8.99
   11272413                         1,944.35                      320,000.00                              6.125
   11272432                           528.63                       57,790.00                               10.5
   11272437                           776.95                       92,400.00                                9.5
   11272449                         1,238.17                      188,000.00                                6.9
   11272452                           583.60                       63,800.00                               10.5
   11272468                           371.74                       35,600.00                                9.5
   11272480                         2,545.83                      520,000.00                              5.875
   11272487                           568.53                       74,800.00                              8.375
   11272495                           137.29                       15,980.00                               9.75
   11272508                           395.12                       43,195.00                               10.5
   11272542                         1,789.10                      301,000.00                              6.625
   11272571                         1,465.36                      240,000.00                               6.85
   11272608                           279.31                       29,600.00                              9.675
   11272648                           839.17                       89,000.00                             10.875
   11272654                           719.00                       82,000.00                               9.99
   11272661                           553.73                       79,000.00                              7.525
   11272731                         1,402.32                      247,000.00                               6.25
   11272788                           324.40                       38,580.00                                9.5
   11272809                         1,082.88                      113,800.00                              10.99
   11272813                           493.04                       53,900.00                               10.5
   11272825                           292.35                       31,960.00                               10.5
   11272872                           236.20                       22,980.00                              11.99
   11272881                         1,633.42                      279,000.00                                6.5
   11272891                           443.74                       56,405.00                               8.75
   11272899                           582.51                       88,000.00                               6.95
   11272931                           897.25                      135,000.00                               6.99
   11272938                         1,185.04                      155,550.00                                8.4
   11272952                           402.31                       50,000.00                                  9
   11273025                           500.81                       55,200.00                               10.4
   11273050                           624.73                       69,000.00                             10.375
   11273052                           437.72                       46,000.00                              10.99
   11273065                           613.78                       70,000.00                               9.99
   11273080                         1,652.99                      291,450.00                               5.49
   11273095                         1,122.04                      119,000.00                             10.875
   11273117                           240.25                       27,400.00                               9.99
   11273148                         2,191.43                      340,595.00                              7.301
   11273156                           554.18                       71,250.00                              8.625
   11273176                         1,903.00                      332,400.00                              5.575
   11273179                         3,387.77                      616,500.00                               5.99
   11273181                           570.41                       63,000.00                             10.375
   11273206                           420.78                       46,000.00                               10.5
   11273257                           975.00                      180,000.00                                6.5
   11273260                         3,055.81                      365,000.00                               9.45
   11273324                           931.57                      124,000.00                               8.25
   11273325                         1,171.88                      225,000.00                               6.25
   11273331                         1,737.66                      237,040.00                               7.99
   11273364                           331.03                       38,530.00                               9.75
   11273379                         1,515.39                      240,000.00                               6.49
   11273427                         1,969.33                      319,000.00                              6.275
   11273436                         1,509.02                      293,250.00                              6.175
   11273451                           380.07                       45,200.00                                9.5
   11273485                           618.31                       69,000.00                              10.25
   11273562                           173.61                       19,800.00                               9.99
   11273568                         3,684.10                      420,000.00                               6.61
   11273579                         2,640.67                      544,000.00                              5.825
   11273606                           210.44                       24,000.00                               9.99
   11273616                           249.87                       33,260.00                               8.25
   11273720                           424.30                       45,000.00                             10.875
   11273737                           455.95                       52,000.00                               9.99
   11273739                         1,902.23                      348,500.00                               6.55
   11273749                         1,883.57                      291,900.00                                6.7
   11273753                           599.49                       63,000.00                              10.99
   11273793                           431.83                       39,900.00                             10.125
   11273816                           810.19                       92,400.00                               9.99
   11273829                           905.21                      112,500.00                                  9
   11273831                         3,582.16                      560,000.00                               7.25
   11273850                           739.95                       88,000.00                                9.5
   11273852                         1,015.37                      115,800.00                               9.99
   11273871                           177.12                       20,200.00                               9.99
   11273892                         1,206.87                      130,600.00                             10.625
   11273910                         1,522.38                      212,500.00                               7.75
   11273915                         1,973.90                      324,000.00                               6.15
   11273922                           574.75                       60,400.00                              10.99
   11273935                           258.05                       29,200.00                               8.75
   11273956                           828.35                      106,500.00                              8.625
   11273957                         2,140.37                      330,000.00                               6.75
   11273959                         2,531.52                      507,150.00                               5.99
   11273978                           826.01                      129,000.00                              6.625
   11273989                         1,222.37                      147,200.00                               5.75
   11274002                         1,468.20                      225,000.00                              7.425
   11274008                         2,081.58                      345,000.00                               6.75
   11274011                           566.42                       72,000.00                               8.75
   11274048                         1,354.08                      187,200.00                               7.85
   11274056                         1,441.58                      216,900.00                               6.99
   11274065                         1,125.13                      123,000.00                               10.5
   11274069                         1,123.44                      175,000.00                               6.65
   11274083                           372.02                       42,395.00                              9.999
   11274099                           241.20                       27,000.00                                8.9
   11274100                         1,320.51                      240,000.00                                  6
   11274105                         1,894.65                      292,000.00                              7.375
   11274113                         1,091.43                      129,800.00                                9.5
   11274120                           570.97                       48,480.00                              11.65
   11274131                           333.20                       38,000.00                               9.99
   11274200                           713.50                       78,000.00                               10.5
   11274213                           907.06                       96,200.00                             10.875
   11274223                           482.26                       55,000.00                               9.99
   11274278                           201.89                       21,200.00                                 11
   11274282                           631.17                       69,000.00                               10.5
   11274283                         1,516.96                      240,000.00                                6.5
   11274284                         1,131.88                      172,000.00                                7.5
   11274286                           893.32                      123,500.00                               7.85
   11274301                         1,129.14                      164,050.00                               7.34
   11274361                           266.56                       30,400.00                               9.99
   11274368                         1,074.43                      157,500.00                               7.25
   11274390                           234.99                       26,800.00                               9.99
   11274396                           435.82                       45,800.00                              10.99
   11274417                         1,296.08                      210,500.00                               6.25
   11274455                           597.43                       64,000.00                              10.75
   11274458                           169.72                       18,000.00                             10.875
   11274466                           691.54                       75,600.00                               10.5
   11274474                           803.90                      100,000.00                               8.99
   11274500                           895.97                      149,600.00                               5.99
   11274523                           361.82                       62,000.00                               5.75
   11274535                         2,123.50                      319,500.00                               6.99
   11274548                         2,542.21                      382,500.00                               6.99
   11274552                         5,009.72                      720,000.00                               7.45
   11274560                         1,747.69                      291,500.00                                  6
   11274561                           430.59                       56,000.00                                8.5
   11274565                           629.36                       80,000.00                               8.75
   11274575                         2,398.77                      375,000.00                               7.25
   11274586                         1,841.64                      307,500.00                               5.99
   11274593                           547.93                       59,900.00                               10.5
   11274596                           160.26                       16,500.00                              11.25
   11274603                         1,933.97                      283,500.00                               7.25
   11274618                           454.47                       48,200.00                             10.875
   11274620                         2,114.96                      361,250.00                                6.5
   11274638                         2,515.41                      420,000.00                               5.99
   11274656                           328.20                       38,200.00                               9.75
   11274701                           378.72                       39,800.00                              10.99
   11274703                         1,251.72                      209,000.00                               5.99
   11274717                         1,194.73                      176,890.00                               7.15
   11274736                           194.12                       20,400.00                              10.99
   11274752                         1,485.69                      262,500.00                              6.225
   11274774                           501.55                       57,200.00                               9.99
   11274778                         1,558.33                      340,000.00                                5.5
   11274785                           227.98                       26,000.00                               9.99
   11274791                         3,239.40                      589,500.00                               5.99
   11274801                           429.93                       47,000.00                               10.5
   11274835                           246.49                       28,690.00                               9.75
   11274842                         1,425.40                      238,000.00                               5.99
   11274852                           203.62                       23,700.00                               9.75
   11274857                           623.55                       83,000.00                               8.25
   11274864                           640.32                       70,000.00                               10.5
   11274945                           836.68                      137,700.00                              6.125
   11274947                         2,011.03                      369,000.00                              5.925
   11274951                         1,950.75                      324,000.00                              7.225
   11274956                           756.40                      103,320.00                              7.976
   11274975                           877.59                      116,000.00                              8.325
   11275004                         1,187.14                      209,100.00                               6.25
   11275009                           450.56                       51,385.00                               9.99
   11275021                           812.25                      115,038.00                                7.6
   11275022                           327.88                       36,590.00                              10.25
   11275055                           193.53                       24,600.00                               8.75
   11275070                         1,621.50                      250,000.00                               6.75
   11275109                           264.33                       33,600.00                               8.75
   11275126                         1,380.89                      255,000.00                              5.875
   11275154                           505.05                       51,000.00                               11.5
   11275167                         1,110.84                      119,000.00                              10.75
   11275187                           426.10                       47,550.00                              10.25
   11275188                           226.50                       25,832.00                               9.99
   11275223                           462.02                       49,000.00                             10.875
   11275245                         1,409.42                      200,000.00                              8.125
   11275247                           938.21                      107,000.00                               9.99
   11275265                           743.56                      104,040.00                              7.725
   11275272                           315.66                       36,000.00                               9.99
   11275277                         2,399.90                      287,280.00                              9.425
   11275278                           639.73                       64,600.00                               11.5
   11275312                         4,431.23                      640,000.00                                7.4
   11275364                         4,018.73                      697,000.00                              6.375
   11275412                           401.87                       49,990.00                               8.99
   11275421                         1,899.70                      384,750.00                              5.925
   11275430                           594.02                       63,000.00                             10.875
   11275447                           497.79                       80,000.00                               6.35
   11275463                         1,804.09                      300,800.00                                6.7
   11275502                         1,163.10                      175,000.00                               6.99
   11275549                           228.68                       25,000.00                               10.5
   11275557                           325.16                       38,670.00                                9.5
   11275613                           533.63                       50,000.00                               12.5
   11275619                         3,113.27                      480,000.00                               6.75
   11275662                           182.80                       20,400.00                              10.25
   11275663                           693.53                       96,900.00                               7.74
   11275673                         1,147.15                      169,000.00                                7.2
   11275678                           605.99                       80,100.00                              8.325
   11275685                         1,404.17                      196,000.00                               7.75
   11275727                         1,253.57                      216,750.00                                6.4
   11275729                           173.19                       17,489.00                               11.5
   11275767                         2,227.70                      323,000.00                              7.925
   11275778                         3,655.46                      615,000.00                              6.625
   11275785                           202.84                       27,000.00                               8.25
   11275794                         1,078.50                      123,000.00                               9.99
   11275825                         1,453.04                      213,000.00                               7.25
   11275835                           995.51                      157,500.00                                6.5
   11275845                           226.08                       25,980.00                                9.9
   11275847                         2,267.79                      345,000.00                               7.49
   11275866                           342.31                       38,200.00                              10.25
   11275885                           474.25                       55,200.00                               9.75
   11275919                         1,896.83                      380,000.00                               5.99
   11275932                         2,126.82                      320,000.00                               6.99
   11275945                         1,564.18                      252,000.00                               6.99
   11275966                         2,823.75                      540,000.00                              6.275
   11276004                         1,084.32                      115,000.00                             10.875
   11276017                           916.50                      145,000.00                                6.5
   11276037                         1,383.78                      240,000.00                              6.375
   11276058                         1,089.00                      242,000.00                                5.4
   11276074                           607.39                       66,400.00                               10.5
   11276076                           789.15                       90,000.00                               9.99
   11276117                           273.57                       31,200.00                               9.99
   11276119                         1,794.00                      368,000.00                               5.85
   11276134                           618.45                       85,500.00                               7.85
   11276136                           433.73                       46,000.00                             10.875
   11276139                           916.41                      125,010.00                               7.99
   11276143                           644.66                       94,500.00                               7.25
   11276144                         1,149.67                      202,500.00                               6.25
   11276151                         2,299.71                      370,500.00                               6.99
   11276190                           369.98                       44,000.00                                9.5
   11276208                           429.29                       43,350.00                               11.5
   11276275                           592.48                       57,600.00                                 12
   11276309                         1,684.22                      305,000.00                               5.25
   11276315                         1,130.18                      174,250.00                               6.75
   11276321                         1,529.41                      275,000.00                              6.085
   11276334                         2,196.80                      374,400.00                                5.8
   11276374                           464.72                       53,000.00                               9.99
   11276387                         1,052.20                      120,000.00                               9.99
   11276425                           840.85                      100,000.00                                9.5
   11276437                           963.96                      152,000.00                              7.175
   11276450                         3,849.51                      484,500.00                                9.3
   11276464                           429.65                       49,000.00                               9.99
   11276492                         1,194.73                      199,200.00                                6.7
   11276493                           664.64                       75,800.00                               9.99
   11276510                           839.13                      102,000.00                               9.25
   11276559                           731.54                       87,000.00                                9.5
   11276564                           990.17                      114,000.00                              9.878
   11276575                         2,636.95                      351,000.00                               8.25
   11276579                           512.95                       58,500.00                               9.99
   11276580                         1,103.82                      116,000.00                              10.99
   11276614                         1,599.08                      267,000.00                               5.99
   11276674                         2,195.40                      341,250.00                                7.3
   11276687                           587.48                       67,000.00                               9.99
   11276720                           896.44                       98,000.00                               10.5
   11276728                         2,559.71                      377,100.00                                7.2
   11276747                           731.68                       77,600.00                             10.875
   11276760                         1,111.82                      126,800.00                               9.99
   11276774                         2,924.38                      440,000.00                               6.99
   11276836                           491.03                       56,000.00                               9.99
   11276840                           284.50                       37,000.00                                8.5
   11276928                         1,964.41                      306,000.00                               6.65
   11276969                           759.23                       83,000.00                               10.5
   11276985                         1,098.29                      186,150.00                               7.08
   11277046                           813.92                       83,800.00                              11.25
   11277067                           399.60                       42,380.00                             10.875
   11277090                           172.85                       15,000.00                              11.25
   11277115                         1,728.16                      232,750.00                              8.125
   11277118                         1,510.30                      216,000.00                                7.5
   11277131                         1,004.85                      157,500.00                               6.59
   11277139                           890.01                      139,500.00                               6.59
   11277148                           231.97                       27,000.00                               9.75
   11277171                         3,371.88                      650,000.00                              6.225
   11277175                         2,834.84                      413,500.00                                7.3
   11277205                           246.98                       27,000.00                               10.5
   11277239                           794.48                       84,260.00                             10.875
   11277269                           909.03                      121,000.00                               8.25
   11277285                           195.83                       20,580.00                              10.99
   11277321                         1,061.10                      116,000.00                               10.5
   11277323                         1,383.91                      196,000.00                                7.6
   11277357                           265.29                       33,000.00                               8.99
   11277385                           234.82                       26,780.00                               9.99
   11277399                           138.85                       15,990.00                              9.875
   11277432                           417.70                       55,600.00                               8.25
   11277434                           496.10                       59,000.00                                9.5
   11277442                           247.27                       28,200.00                               9.99
   11277450                           468.23                       53,400.00                               9.99
   11277491                         1,981.73                      195,500.00                               8.99
   11277504                         1,356.68                      204,125.00                               6.99
   11277530                           912.57                      116,000.00                               8.75
   11277531                           970.82                      104,000.00                              10.75
   11277543                         1,405.69                      255,000.00                              6.615
   11277555                           408.49                       48,580.00                                9.5
   11277576                         2,351.26                      388,000.00                                6.1
   11277587                         1,813.33                      314,500.00                              6.375
   11277593                         1,312.79                      211,500.00                               6.99
   11277595                           487.11                       53,800.00                             10.375
   11277621                           785.48                       85,000.00                             10.625
   11277652                           956.89                      113,800.00                                9.5
   11277671                         1,988.22                      200,000.00                              11.55
   11277675                           850.56                       99,000.00                               9.75
   11277695                           932.90                      101,985.00                               10.5
   11277702                         1,673.24                      265,000.00                               6.49
   11277731                         2,484.46                      420,000.00                              5.875
   11277738                           329.31                       36,000.00                               10.5
   11277741                         1,903.14                      200,000.00                              10.99
   11277773                         1,528.04                      232,200.00                                7.5
   11277775                         1,317.17                      184,000.00                               5.99
   11277785                           751.27                      100,000.00                               8.25
   11277857                           826.79                      100,500.00                               9.25
   11277872                         1,451.45                      227,500.00                               6.59
   11277877                           781.99                       93,000.00                                9.5
   11277896                         1,169.18                      124,000.00                             10.875
   11277911                           499.73                       53,000.00                             10.875
   11277959                           260.66                       31,000.00                                9.5
   11278021                           642.41                       76,400.00                                9.5
   11278043                           970.38                      194,400.00                               5.99
   11278058                           484.42                       53,000.00                              10.49
   11278076                         1,048.96                      108,000.00                              11.25
   11278165                           442.15                       55,000.00                               8.99
   11278177                         2,898.01                      495,000.00                                6.5
   11278186                           778.27                      126,400.00                               6.25
   11278187                           719.93                      113,900.00                                6.5
   11278272                         5,275.99                      850,000.00                               6.99
   11278288                           918.92                      104,800.00                               9.99
   11278292                         1,892.98                      316,000.00                               6.69
   11278303                           282.87                       30,000.00                             10.875
   11278313                         1,006.11                      180,000.00                              6.125
   11278325                         1,437.50                      300,000.00                               5.75
   11278342                           978.77                      107,000.00                               10.5
   11278353                           936.18                      148,500.00                              6.475
   11278446                           473.49                       48,750.00                              11.25
   11278462                           875.44                       92,000.00                              10.99
   11278512                         1,222.33                      225,000.00                                5.9
   11278515                           684.68                       74,850.00                               10.5
   11278584                           846.49                      107,600.00                               8.75
   11278604                           512.95                       58,500.00                               9.99
   11278621                         2,321.62                      324,845.00                              7.725
   11278642                           238.36                       26,600.00                              10.25
   11278679                         4,360.24                      768,000.00                               6.25
   11278773                           314.68                       40,000.00                               8.75
   11278827                           131.99                       15,200.00                              9.875
   11278844                           360.61                       48,000.00                               8.25
   11278880                         2,115.66                      274,550.00                               8.99
   11278903                           703.19                       93,600.00                               8.25
   11278916                         1,719.23                      272,000.00                                6.5
   11278997                         2,107.96                      280,250.00                               8.75
   11279033                         1,968.42                      285,000.00                              7.375
   11279072                         1,485.69                      216,000.00                                7.9
   11279084                         4,476.88                      741,000.00                               7.25
   11279092                         3,250.43                      608,000.00                              5.775
   11279102                           413.20                       55,000.00                               8.25
   11279109                           243.27                       25,800.00                             10.875
   11279113                           420.53                       44,600.00                             10.875
   11279117                           375.20                       55,000.00                               7.25
   11279217                         2,375.00                      380,000.00                                7.5
   11279220                           700.39                       78,160.00                              10.25
   11279223                           192.12                       19,780.00                              11.25
   11279267                         1,496.83                      234,000.00                               7.25
   11279274                         1,045.91                       98,000.00                               12.5
   11279288                           596.39                       97,375.00                                6.2
   11279316                           652.74                       74,380.00                                 10
   11279355                         2,858.91                      508,250.00                               6.75
   11279380                         1,320.45                      210,000.00                               6.45
   11279389                         1,093.11                      130,000.00                                9.5
   11279392                         2,515.49                      378,000.00                                7.6
   11279438                           692.70                       79,000.00                               9.99
   11279497                           690.94                       78,800.00                               9.99
   11279501                         1,667.25                      280,500.00                              6.625
   11279508                         3,540.55                      459,000.00                                  9
   11279566                           157.71                       17,600.00                              10.25
   11279590                         3,444.69                      535,500.00                              7.299
   11279610                         2,321.18                      324,000.00                               7.75
   11279616                           784.77                       89,500.00                               9.99
   11279797                           148.54                       15,000.00                               11.5
   11279821                         1,706.43                      266,500.00                              6.625
   11279865                           427.36                       44,000.00                              11.25
   11279908                           568.36                       70,700.00                               8.99
   11279913                           579.74                       61,485.00                             10.875
   11279922                           235.36                       27,990.00                                9.5
   11279932                           765.22                       89,250.00                              9.726
   11279935                           792.23                       80,000.00                               11.5
   11279936                         1,711.24                      327,250.00                              6.275
   11279974                           294.04                       35,000.00                               9.49
   11279979                         1,987.37                      302,000.00                                7.5
   11280006                           347.46                       48,500.00                               7.75
   11280119                           650.11                       82,450.00                              8.775
   11280143                           938.80                      160,000.00                                5.8
   11280227                           548.42                       73,000.00                               8.25
   11280236                         2,765.04                      433,500.00                              7.225
   11280272                         3,511.47                      533,600.00                                7.5
   11280324                         1,955.88                      280,000.00                               7.49
   11280341                         2,344.21                      405,000.00                              5.675
   11280348                         1,174.96                      134,000.00                               9.99
   11280352                           725.24                       86,250.00                                9.5
   11280448                           570.54                       62,372.00                               10.5
   11280484                         1,769.79                      280,000.00                                6.5
   11280492                         2,893.69                      549,000.00                              6.325
   11280496                         3,208.65                      498,750.00                                7.3
   11280499                         1,351.35                      208,350.00                               6.75
   11280506                         1,395.73                      210,000.00                               6.99
   11280509                           829.74                       88,000.00                             10.875
   11280529                         2,804.14                      405,000.00                                7.4
   11280533                           608.28                       70,800.00                               9.75
   11280553                           287.58                       32,798.00                               9.99
   11280563                           922.70                      120,000.00                                8.5
   11280567                         1,148.18                      123,000.00                              10.75
   11280572                           314.26                       35,840.00                               9.99
   11280581                           417.37                       47,600.00                               9.99
   11280591                           363.01                       41,400.00                               9.99
   11280642                           535.32                       61,000.00                                 10
   11280654                         3,306.40                      548,000.00                               6.75
   11280709                           206.93                       23,600.00                               9.99
   11280717                           238.97                       25,600.00                              10.75
   11280738                           729.98                       78,200.00                              10.75
   11280751                           891.55                      113,586.00                              8.725
   11280752                         2,026.54                      302,000.00                              7.675
   11280765                         2,299.40                      440,000.00                                5.6
   11280780                         2,971.00                      496,850.00                              6.675
   11280797                           621.64                       84,800.00                               7.99
   11280801                           282.87                       30,000.00                             10.875
   11280851                           494.75                       53,000.00                              10.75
   11280859                           506.46                       63,000.00                               8.99
   11280876                           578.71                       66,000.00                               9.99
   11280891                           831.36                       92,775.00                              10.25
   11280949                         1,527.21                      255,000.00                               5.99
   11280987                           982.05                      112,000.00                               9.99
   11281020                           722.26                      111,930.00                                6.7
   11281024                           990.38                      112,950.00                               9.99
   11281071                         1,668.50                      284,000.00                               7.05
   11281081                         1,043.41                      118,998.00                               9.99
   11281153                           551.19                       67,000.00                               9.25
   11281158                           429.65                       49,000.00                               9.99
   11281177                           259.86                       27,560.00                             10.875
   11281242                           137.66                       15,700.00                               9.99
   11281300                           872.98                      150,000.00                              5.725
   11281335                         1,242.17                      232,000.00                              6.425
   11281370                           298.12                       34,000.00                               9.99
   11281424                         2,141.38                      320,000.00                               7.65
   11281479                         2,655.19                      394,110.00                              7.125
   11281491                         2,119.69                      403,750.00                                6.3
   11281553                           452.80                       53,850.00                                9.5
   11281579                         1,057.46                      120,600.00                               9.99
   11281648                         3,718.03                      515,172.00                               8.35
   11281661                           141.43                       15,000.00                             10.875
   11281684                           652.96                       83,000.00                               8.75
   11281685                         2,894.09                      500,000.00                              5.675
   11281720                           590.54                       71,000.00                              9.375
   11281725                         1,598.89                      310,000.00                                5.5
   11281743                         1,688.87                      280,000.00                              7.238
   11281749                         3,245.76                      403,750.00                               8.99
   11281804                           218.62                       26,000.00                                9.5
   11281813                         1,747.81                      357,000.00                              5.875
   11281841                         2,225.54                      405,000.00                               5.99
   11281889                           940.31                      177,000.00                              6.375
   11281890                         1,308.08                      143,000.00                               10.5
   11281935                           284.97                       32,500.00                               9.99
   11281953                           358.05                       45,000.00                              8.875
   11281955                           627.27                       70,000.00                              10.25
   11281966                         2,893.29                      480,000.00                               6.05
   11282022                           888.46                      103,500.00                               9.74
   11282120                         3,574.38                      612,500.00                               5.75
   11282143                           649.46                       71,000.00                               10.5
   11282158                           369.10                       32,700.00                             10.875
   11282197                           848.58                      170,000.00                               5.99
   11282243                         1,101.38                      140,000.00                               8.75
   11282333                         1,698.30                      301,000.00                                6.2
   11282348                           988.35                      198,000.00                               5.99
   11282397                           625.48                       69,800.00                              10.25
   11282409                           768.91                      100,000.00                                8.5
   11282454                           465.91                       70,100.00                               6.99
   11282472                           412.39                       48,000.00                               9.75
   11282509                           408.68                       39,000.00                              12.25
   11282510                           578.57                       71,906.00                                  9
   11282564                           722.71                       89,900.00                               8.99
   11282587                           353.16                       42,000.00                                9.5
   11282708                         1,002.69                      156,750.00                               7.25
   11282727                           538.24                       70,000.00                                8.5
   11282733                         3,285.82                      560,000.00                                5.8
   11282746                           412.21                       46,000.00                              10.25
   11282775                           762.61                       90,695.00                                9.5
   11282790                           761.25                       80,000.00                              10.99
   11282912                           196.41                       22,400.00                               9.99
   11283007                           759.23                       83,000.00                               10.5
   11283053                         2,331.25                      312,500.00                              8.175
   11283069                           624.33                       74,250.00                                9.5
   11283082                         2,832.02                      432,000.00                              7.466
   11283116                           596.87                       65,250.00                               10.5
   11283121                           736.54                       84,000.00                               9.99
   11283208                           499.79                       57,000.00                               9.99
   11283236                         1,140.31                      161,500.00                                7.6
   11283285                         1,874.93                      277,600.00                               7.15
   11283288                           149.55                       20,400.00                               7.99
   11283321                         3,201.55                      500,000.00                              6.625
   11283330                           885.47                       96,800.00                               10.5
   11283353                         1,604.15                      290,500.00                               5.25
   11283356                           459.73                       59,790.00                                8.5
   11283506                           779.81                      103,800.00                               8.25
   11283515                           315.08                       43,980.00                               7.75
   11283574                           595.71                       86,250.00                              7.375
   11283623                           503.11                       55,000.00                               10.5
   11283667                         1,085.79                      115,155.00                             10.875
   11283673                           806.69                       92,000.00                               9.99
   11283708                           341.09                       38,900.00                               9.99
   11283716                           390.06                       45,400.00                               9.75
   11283774                           367.72                       42,800.00                               9.75
   11283783                         1,987.41                      312,800.00                               6.55
   11283787                         1,391.42                      283,000.00                                5.9
   11283795                           640.26                       73,020.00                               9.99
   11283816                         3,359.54                      465,500.00                               8.35
   11283830                           345.39                       37,000.00                              10.75
   11283856                         4,682.05                      776,000.00                               6.75
   11284020                           982.12                      116,800.00                                9.5
   11284022                           738.16                       96,000.00                                8.5
   11284053                         1,841.83                      344,000.00                              6.425
   11284056                         1,167.87                      195,000.00                               5.99
   11284099                           483.91                       57,550.00                                9.5
   11284186                           196.57                       22,880.00                               9.75
   11284428                           568.43                       57,400.00                               11.5
   11284477                           437.88                       53,226.00                               9.25
   11284489                           330.23                       34,000.00                              11.25
   11284575                           254.75                       29,400.00                               9.85
   11284590                           973.28                      111,000.00                               9.99
   11284708                           976.75                      109,000.00                              10.25
   11284928                           252.09                       29,980.00                                9.5
   11285005                           603.05                       65,980.00                              10.49
   11285030                           987.36                      150,300.00                              6.875
   11285033                           301.09                       31,000.00                              11.25
   11285056                         1,490.62                      170,000.00                               9.99
   11285057                           670.48                       91,375.00                                  8
   11285087                         2,445.34                      406,500.00                              6.725
   11285153                           713.50                       78,000.00                               10.5
   11285167                         1,293.01                      210,000.00                               6.25
   11285194                           452.95                       47,600.00                              10.99
   11285203                           722.26                       83,000.00                                9.9
   11285276                           671.34                       71,200.00                             10.875
   11285307                           834.05                      126,000.00                               6.95
   11285326                           982.99                      148,500.00                               6.95
   11285335                           145.69                       15,000.00                              11.25
   11285536                         1,440.49                      210,000.00                              7.875
   11285672                           343.54                       39,180.00                               9.99
   11285723                           781.32                      104,000.00                               8.25
   11285743                         1,028.36                      160,189.00                               6.65
   11285822                           311.33                       48,000.00                               6.75
   11285876                         1,872.66                      382,500.00                              5.875
   11285877                         2,072.27                      319,500.00                               6.75
   11285904                         1,788.65                      320,000.00                              6.125
   11285933                           350.16                       44,510.00                               8.75
   11286342                           806.22                       98,000.00                               9.25
   11286492                           669.45                       71,000.00                             10.875
   11286522                           278.37                       32,400.00                               9.75
   11286577                           692.32                       86,120.00                               8.99
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   11286645                           961.01                      109,600.00                               9.99
   11286899                         1,297.71                      148,000.00                               9.99
   11287059                           189.05                       21,560.00                               9.99
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   11287262                         3,065.10                      535,000.00                              6.875
   11287288                           334.77                       38,180.00                               9.99
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   11287414                           938.21                      107,000.00                               9.99
   11287644                         1,258.59                      180,000.00                                7.5
   11287663                           271.62                       30,000.00                             10.375
   11287818                           530.48                       60,500.00                               9.99
   11288121                           895.62                      125,400.00                              8.251
   11288155                           248.35                       28,600.00                              9.875
   11288307                           659.04                       70,600.00                              10.75
   11288310                           391.77                       45,600.00                               9.75
   11288463                           501.82                       56,000.00                              10.25
   11288590                         3,316.48                      499,500.00                               6.98
   11288744                           658.61                       72,000.00                               10.5
   11288881                         2,028.83                      376,000.00                              6.475
   11289097                           589.97                       62,000.00                              10.99
   11289460                           920.97                       93,000.00                               11.5
   11289583                           478.52                       53,400.00                              10.25
   11289760                           718.59                       76,980.00                              10.75
   11289763                           605.85                       63,435.00                               7.99
   11290044                           178.87                       20,400.00                               9.99
   11290742                         1,919.83                      252,000.00                                8.4
   11261917                           879.68                      120,000.00                               7.99
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   11271554                         1,280.57                      208,500.00                                6.9
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   11259173                         1,029.91                      183,095.00                               6.75
   11270953                           752.50                      115,133.00                              6.825
   11283706                         1,238.90                      172,515.00                              7.775
   11289761                         1,440.61                      253,745.00                               6.25
   11261118                           843.07                      135,136.00                              6.375
   11264042                           628.64                       87,960.00                              7.725
   11240510                         1,424.47                      227,915.00                                7.5
   11254071                         2,071.75                      383,805.00                               5.85
   11258909                         1,409.50                      248,265.00                               6.25
   11261522                         1,678.11                      240,000.00                                7.5
   11262422                           760.45                      122,370.00                                  7
   11275162                           726.69                      110,620.00                              6.875
   11234247                           760.80                      117,600.00                              6.725
   11260382                           399.28                       64,000.00                              6.375
   11214233                           819.16                      129,600.00                                6.5
   11250114                           818.40                      117,045.00                                7.5
   11257444                           695.28                      103,200.00                              7.125
   11227209                         1,452.69                      207,760.00                                7.5
   11247713                         1,001.25                      180,000.00                              6.675
   11247368                         1,334.67                      224,000.00                               7.15
   11264303                         1,351.52                      224,000.00                               6.75
   11238142                         1,231.32                      193,600.00                                7.2
   11249167                         1,516.67                      276,000.00                               5.99
   11222376                         1,548.00                      288,000.00                               6.45
   11232699                         1,033.23                      166,400.00                               6.33
   11215837                         1,220.57                      234,350.00                               6.25
   11256575                         2,493.16                      392,000.00                                7.2
   11195944                         2,243.80                      385,600.00                               6.45
   11249543                         2,599.56                      462,144.00                               6.75
   11267069                         1,327.33                      289,600.00                                5.5
   11262587                           671.50                      136,000.00                              5.925
   11232368                         3,095.60                      528,750.00                                6.5
   11261336                         1,144.46                      176,000.00                              6.775
   11228822                         1,429.17                      280,000.00                              6.125
   11265003                         1,787.63                      288,000.00                               6.99
   11257193                         2,233.56                      340,000.00                              6.875
   11263808                         1,914.00                      417,600.00                                5.5
   11133960                         3,109.43                      520,000.00                              6.675
   11208410                           936.66                      217,196.00                              5.175
   11209642                           691.60                      106,400.00                                7.8
   11213712                         2,000.38                      305,280.00                               6.85
   11216134                           923.13                      141,600.00                                6.8
   11218125                         1,591.47                      298,400.00                                6.4
   11218616                           954.74                      147,200.00                               6.75
   11223756                         1,234.93                      190,400.00                               6.75
   11225074                         1,290.82                      221,600.00                               6.99
   11225349                         2,293.75                      369,600.00                              6.325
   11226521                         1,474.57                      268,000.00                                  6
   11226975                           825.00                      176,000.00                              5.625
   11228041                         1,705.85                      278,520.00                                6.2
   11228735                         1,428.73                      227,816.00                              6.425
   11230905                           887.62                      123,600.00                              7.775
   11231996                         2,349.36                      336,000.00                                7.5
   11233839                           586.13                       94,320.00                                  7
   11235197                         1,042.78                      168,000.00                               6.99
   11235859                         1,045.95                      181,200.00                               5.65
   11236120                         1,256.67                      232,000.00                                6.5
   11236749                           939.35                      145,200.00                              6.725
   11237268                           529.31                       85,200.00                              6.335
   11237509                           927.67                      202,400.00                                5.5
   11238079                           689.89                      102,400.00                              7.125
   11239096                         1,104.49                      197,600.00                              6.125
   11239104                         1,228.48                      202,400.00                                6.8
   11239493                         1,009.71                      151,920.00                               6.99
   11239507                           282.21                       45,000.00                              6.425
   11240377                           886.21                      124,000.00                              7.725
   11240951                         1,214.03                      189,600.00                              6.625
   11241675                         1,626.67                      320,000.00                                6.1
   11241809                         1,544.79                      237,200.00                               6.79
   11241942                         2,146.96                      395,200.00                                5.9
   11242129                         1,832.51                      272,000.00                              7.125
   11242282                         1,223.75                      220,000.00                              6.675
   11242711                         2,168.65                      366,400.00                               6.59
   11243172                         2,347.46                      428,000.00                              5.975
   11243309                         1,495.03                      245,920.00                               6.13
   11243819                         1,384.73                      204,000.00                                7.2
   11243947                         1,473.82                      240,000.00                              6.225
   11244107                         1,623.77                      227,200.00                              7.725
   11244532                         1,339.98                      212,000.00                                6.5
   11244615                           877.31                      132,000.00                               6.99
   11244761                           817.23                      126,000.00                               6.75
   11244814                         2,400.25                      384,000.00                               7.05
   11244822                           959.80                      140,000.00                                7.3
   11245261                           633.33                       90,800.00                              7.475
   11245730                         1,199.10                      200,000.00                                  6
   11245930                         1,118.42                      206,400.00                               5.88
   11246093                           870.08                      120,000.00                              7.875
   11246727                         1,394.37                      245,600.00                               6.25
   11246986                         1,140.32                      190,400.00                               5.99
   11247278                           630.51                      100,800.00                                6.4
   11247364                           620.71                      100,000.00                               6.99
   11247439                           579.22                       96,000.00                               6.75
   11247592                         1,388.33                      272,000.00                              6.125
   11247630                           402.45                       72,000.00                              6.125
   11247947                           370.21                       51,675.00                               7.75
   11248272                         3,681.26                      554,720.00                              6.975
   11248305                         2,280.43                      443,160.00                              6.175
   11248384                           840.44                      123,200.00                               7.25
   11248392                         2,325.50                      447,920.00                               5.55
   11248462                           714.67                      134,000.00                                6.4
   11248466                           838.37                      143,200.00                                6.5
   11248472                         1,785.40                      361,600.00                              5.925
   11248685                           274.34                       41,550.00                              6.925
   11248729                         1,916.82                      304,000.00                              7.125
   11248797                         2,475.96                      450,000.00                                  6
   11248978                           941.08                      196,400.00                               5.75
   11249029                         1,340.82                      244,000.00                               5.99
   11249278                         1,627.39                      239,200.00                                7.8
   11249428                         1,453.92                      249,600.00                               6.99
   11249627                           822.17                      143,920.00                                6.3
   11249652                         1,217.97                      244,000.00                               5.99
   11249838                         1,729.93                      308,000.00                               6.74
   11249852                         2,037.60                      303,200.00                                7.1
   11249939                         1,895.24                      288,000.00                                7.5
   11249976                         1,364.19                      256,000.00                               5.75
   11250017                           484.57                       73,204.00                               6.95
   11250110                         1,238.87                      186,400.00                               6.99
   11250439                         2,169.37                      344,800.00                               7.55
   11250504                         1,730.47                      304,800.00                               6.25
   11250751                         1,368.50                      285,600.00                               5.75
   11250855                         1,971.18                      338,400.00                               6.99
   11250890                           713.46                      100,800.00                              7.625
   11251093                         2,902.37                      445,200.00                                6.8
   11251099                         2,769.98                      444,000.00                              6.375
   11251228                         2,950.21                      572,000.00                                5.5
   11251232                           918.88                      156,000.00                               6.55
   11251422                         1,916.80                      384,000.00                               5.99
   11251561                         1,093.06                      195,200.00                              5.375
   11251588                         1,252.90                      228,000.00                               5.99
   11251684                           541.65                       92,800.00                              6.475
   11251763                           794.75                      117,200.00                               7.19
   11251803                           652.54                      108,800.00                                6.7
   11251835                           559.00                      124,800.00                              5.375
   11252538                         2,856.34                      472,000.00                              6.775
   11252585                         1,980.77                      360,000.00                                  6
   11252591                           822.50                      168,000.00                              5.875
   11252738                         1,226.33                      226,400.00                                6.5
   11252888                         1,792.04                      288,000.00                               6.35
   11253002                         1,167.48                      180,000.00                               6.75
   11253135                           742.18                      158,360.00                              5.624
   11253322                         1,900.31                      285,920.00                               6.99
   11253345                         1,539.68                      288,000.00                              5.775
   11253466                           712.35                      116,000.00                              6.225
   11253517                         1,953.00                      372,000.00                                6.3
   11253720                         1,082.85                      164,000.00                              6.925
   11253766                         3,185.04                      500,000.00                              6.575
   11254221                         1,151.76                      168,000.00                                7.3
   11254520                         1,827.50                      344,000.00                              6.375
   11254521                         1,061.87                      168,000.00                                6.5
   11254565                         1,852.62                      347,366.00                                6.4
   11254910                           760.81                      128,000.00                              6.625
   11255119                           791.25                      151,920.00                               6.25
   11255156                         1,511.40                      239,120.00                                6.5
   11255382                         1,617.00                      268,000.00                               6.75
   11255432                         1,480.50                      247,200.00                               5.99
   11255511                         1,511.25                      322,400.00                              5.625
   11255893                         2,327.50                      420,000.00                               6.65
   11255925                         1,595.83                      306,400.00                               6.25
   11255992                           850.73                      128,000.00                               6.99
   11256000                         2,661.37                      516,000.00                                5.5
   11256049                         1,343.33                      248,000.00                                6.5
   11256179                         1,991.61                      318,400.00                                6.4
   11256303                         1,317.16                      232,000.00                               6.25
   11256331                         2,239.37                      392,000.00                                6.3
   11256332                           917.25                      169,600.00                               6.49
   11256388                         2,661.37                      516,000.00                                5.5
   11256572                           792.33                      120,000.00                              6.925
   11256693                         1,547.40                      232,000.00                              7.025
   11256698                         1,439.73                      262,000.00                               5.99
   11256743                         1,608.52                      248,000.00                               6.75
   11256801                         1,058.09                      159,200.00                               6.99
   11256929                         2,994.67                      640,000.00                              5.615
   11257209                         2,150.40                      384,720.00                              6.125
   11257224                         1,238.58                      218,160.00                               6.25
   11257300                         1,567.67                      256,000.00                              6.875
   11257357                         2,123.82                      352,000.00                               6.75
   11257570                           909.57                      167,920.00                                6.5
   11257694                         3,447.43                      580,000.00                              6.625
   11257706                         2,401.20                      432,000.00                               6.67
   11257736                         1,033.28                      153,140.00                               7.14
   11257842                           792.80                      136,000.00                               5.74
   11257844                         1,353.17                      282,400.00                               5.75
   11257946                           605.37                       98,320.00                               6.25
   11258029                           575.63                       79,200.00                                7.9
   11258115                         3,387.92                      692,000.00                              5.875
   11258228                         2,444.45                      349,600.00                                7.5
   11258269                         1,827.88                      284,000.00                              6.675
   11258371                           985.08                      144,000.00                               7.85
   11258459                           675.41                      100,000.00                               7.15
   11258503                         1,386.45                      284,400.00                               5.85
   11258507                         1,265.83                      248,000.00                              6.125
   11258532                           695.11                      108,000.00                              6.675
   11258536                         1,590.33                      293,600.00                                6.5
   11258686                           597.13                      104,000.00                               6.89
   11258705                           813.83                      152,000.00                              6.425
   11258830                           810.60                      132,000.00                              6.225
   11258879                           530.81                       87,360.00                              6.125
   11258932                           564.77                       79,023.00                              7.725
   11258941                           318.16                       41,000.00                                8.6
   11258998                         1,094.11                      208,000.00                               5.65
   11259009                         1,224.82                      195,200.00                               6.43
   11259063                         2,316.02                      360,000.00                                7.3
   11259126                           674.45                      131,600.00                               6.15
   11259358                         1,361.72                      216,000.00                              6.475
   11259415                         1,887.77                      317,600.00                              6.625
   11259469                         1,382.43                      208,000.00                               6.99
   11259470                         1,217.04                      217,600.00                               6.13
   11259490                         1,149.59                      180,000.00                                6.6
   11259526                           687.74                       94,400.00                              7.925
   11259645                         1,717.13                      344,000.00                               5.99
   11259648                         3,668.41                      608,000.00                               6.75
   11259675                         1,100.89                      176,000.00                                6.4
   11259822                         1,779.16                      294,000.00                              6.775
   11259845                         1,284.06                      214,400.00                               5.99
   11259913                         1,212.54                      204,000.00                              6.625
   11260025                         1,899.00                      337,600.00                               6.75
   11260051                         2,204.54                      360,000.00                              6.875
   11260058                         1,262.65                      222,400.00                               6.25
   11260174                           828.43                      177,520.00                                5.6
   11260222                         2,426.77                      412,000.00                               6.55
   11260378                         2,470.00                      456,000.00                                6.5
   11260384                         1,414.86                      207,920.00                              7.225
   11260502                         2,751.31                      456,000.00                               6.75
   11260641                         1,221.09                      198,320.00                               6.25
   11260850                         1,683.25                      320,000.00                               5.65
   11260915                         1,332.10                      201,240.00                               6.95
   11260936                           448.99                       68,000.00                              6.925
   11261075                         2,708.33                      500,000.00                                6.5
   11261088                         1,373.88                      298,400.00                              5.525
   11261114                         2,037.58                      399,200.00                              6.125
   11261117                         2,037.00                      388,000.00                                6.3
   11261197                         1,653.33                      320,000.00                                6.2
   11261259                         1,086.04                      180,000.00                               6.75
   11261287                         2,335.87                      360,000.00                              7.375
   11261292                         2,161.04                      316,000.00                              7.275
   11261359                         1,008.62                      157,520.00                              6.625
   11261363                         1,469.83                      236,800.00                               6.99
   11261434                           632.45                      105,600.00                               5.99
   11261459                         1,964.76                      399,200.00                               5.15
   11261467                           484.20                       86,080.00                               6.75
   11261485                           449.06                       63,600.00                                7.6
   11261558                         1,837.07                      319,600.00                               6.35
   11261573                         2,281.69                      420,000.00                                5.9
   11261580                         1,826.90                      285,600.00                               7.25
   11261625                           936.41                      155,200.00                               6.75
   11261638                           503.56                       70,800.00                              7.675
   11261718                         2,583.13                      424,000.00                               6.15
   11261756                         1,018.30                      204,000.00                               5.99
   11261930                         1,063.70                      141,920.00                              8.225
   11261940                         1,746.14                      272,000.00                               6.65
   11262049                         1,428.46                      232,000.00                               6.25
   11262197                         2,067.69                      333,120.00                               6.99
   11262282                           810.01                      104,000.00                               8.64
   11262286                         2,280.04                      401,600.00                               6.25
   11262319                           567.33                      118,400.00                               5.75
   11262442                         1,351.04                      223,920.00                               6.75
   11262541                           553.71                      101,600.00                              5.925
   11262670                         1,755.00                      312,000.00                               6.75
   11262672                         1,110.44                      164,000.00                              7.175
   11262687                           667.06                       92,000.00                              7.875
   11262694                         1,949.76                      296,800.00                              6.875
   11262725                         1,003.66                      173,920.00                              6.925
   11262937                         2,475.56                      436,000.00                                5.5
   11262986                         2,143.60                      368,000.00                               6.99
   11263256                         3,304.31                      557,600.00                                6.6
   11263261                         2,645.45                      432,000.00                              6.875
   11263306                         2,798.51                      548,000.00                              5.425
   11263324                         1,101.86                      228,760.00                               5.78
   11263422                         2,305.33                      416,000.00                               6.65
   11263433                         1,192.65                      191,920.00                                  7
   11263454                         3,277.20                      596,000.00                              5.995
   11263484                           758.48                      120,000.00                                6.5
   11263504                         1,771.10                      356,000.00                               5.97
   11263532                         1,578.21                      287,200.00                               5.99
   11263568                         1,172.33                      190,400.00                               6.25
   11263644                           433.86                       63,600.00                               7.25
   11263654                         2,731.02                      456,000.00                               5.99
   11263862                         1,421.63                      284,800.00                               5.99
   11263885                           619.43                       98,000.00                                6.5
   11263935                         1,188.29                      188,000.00                                6.5
   11264000                           819.31                      126,320.00                               6.75
   11264073                           851.25                      180,000.00                              5.675
   11264121                         1,330.84                      180,600.00                               8.55
   11264149                           459.84                       80,000.00                               6.35
   11264371                         1,545.61                      264,000.00                                6.5
   11264509                           971.67                      212,000.00                                5.5
   11264730                         1,754.63                      264,000.00                               6.99
   11264848                         1,085.30                      164,000.00                               7.55
   11264892                         3,308.15                      572,000.00                                6.4
   11265110                         1,338.14                      182,800.00                              7.975
   11265162                           267.63                       45,000.00                              5.925
   11265168                         1,875.00                      360,000.00                               6.25
   11265203                         1,868.59                      312,000.00                               5.99
   11265209                         1,677.20                      336,000.00                               5.99
   11265213                         2,433.31                      395,200.00                               6.25
   11265365                         1,925.00                      308,000.00                                7.5
   11265590                           734.02                      140,000.00                              5.625
   11265616                         2,686.67                      496,000.00                                6.5
   11265701                         1,404.95                      230,000.00                              6.175
   11265763                         4,253.64                      640,000.00                               6.99
   11265816                           570.33                      116,000.00                                5.9
   11265845                         1,057.78                      140,800.00                               8.25
   11265892                           829.94                      114,464.00                              7.875
   11265899                         1,212.82                      189,600.00                               7.25
   11265922                         1,241.17                      212,000.00                                6.5
   11266020                           467.24                       90,800.00                              6.175
   11266087                         1,971.17                      320,000.00                              6.925
   11266121                         1,457.69                      218,000.00                               7.05
   11266129                         4,886.04                      692,000.00                                7.6
   11266164                           690.43                      121,600.00                                5.5
   11266272                         1,519.99                      268,000.00                               5.49
   11266289                         1,705.00                      372,000.00                                5.5
   11266321                         1,174.70                      204,000.00                               6.91
   11266404                         1,745.80                      324,800.00                               6.45
   11266409                           856.64                      130,400.00                              6.875
   11266415                         2,143.60                      368,000.00                               6.99
   11266423                           996.47                      168,000.00                                5.9
   11266468                         1,942.31                      340,000.00                                6.3
   11266551                           817.54                      141,792.00                              6.375
   11266599                         2,683.11                      448,000.00                               5.99
   11266633                         1,058.23                      212,000.00                               5.99
   11266655                         3,199.50                      648,000.00                              5.925
   11266720                         2,862.32                      474,400.00                               6.75
   11266829                         1,746.31                      325,600.00                                5.8
   11266957                         1,141.70                      196,000.00                               6.99
   11267033                         1,409.41                      207,120.00                              7.225
   11267064                         2,138.79                      352,000.00                              6.125
   11267163                         1,109.17                      193,600.00                              6.875
   11267339                         1,189.83                      220,000.00                               6.49
   11267448                         1,071.38                      195,960.00                               5.95
   11267552                         1,103.91                      200,000.00                              6.025
   11267592                         1,466.40                      232,000.00                                6.5
   11267621                         2,002.15                      276,000.00                               7.88
   11267688                           999.08                      171,200.00                               5.75
   11267744                         1,393.43                      225,120.00                                6.3
   11267851                           760.34                      114,400.00                               6.99
   11267867                         2,379.41                      416,000.00                               6.31
   11267970                           582.03                       97,600.00                               5.95
   11268037                         1,322.68                      318,080.00                               4.99
   11268128                           384.24                       57,900.00                              6.975
   11268177                         1,282.52                      181,200.00                              7.625
   11268421                         1,908.63                      328,000.00                               6.45
   11268583                         2,204.17                      460,000.00                               5.75
   11268676                         3,527.27                      576,000.00                              6.875
   11268685                         2,098.12                      328,000.00                               7.25
   11268764                           921.73                       96,800.00                               7.94
   11268767                         1,878.08                      336,000.00                              6.125
   11268787                         3,794.81                      546,360.00                               7.99
   11268835                         1,208.89                      204,000.00                                6.6
   11268989                           563.47                       88,000.00                              6.625
   11269003                         2,120.25                      396,000.00                              6.425
   11269088                           345.77                       52,500.00                                6.9
   11269278                           704.55                      154,000.00                               5.49
   11269300                           850.73                      128,000.00                               6.99
   11269318                         1,200.83                      209,600.00                              6.875
   11269332                         1,833.79                      375,200.00                              5.865
   11269382                         1,023.15                      164,000.00                              6.375
   11269638                         1,343.54                      204,000.00                                6.9
   11269713                         2,237.52                      354,000.00                                6.5
   11269780                         1,882.47                      312,000.00                               6.75
   11269827                         1,578.09                      260,000.00                                6.8
   11269830                         1,430.79                      222,400.00                                7.3
   11269850                         2,384.82                      428,000.00                                6.1
   11269851                           691.18                      132,000.00                              5.615
   11269862                           787.45                      140,000.00                              6.175
   11270113                         2,643.12                      496,000.00                               5.75
   11270211                           695.60                      118,400.00                               7.05
   11270381                           716.69                      112,800.00                               6.55
   11270401                         1,817.26                      310,400.00                                6.5
   11270403                         1,379.72                      220,000.00                              6.425
   11270450                         1,100.67                      203,200.00                                6.5
   11270453                         2,017.17                      392,000.00                              6.175
   11270547                           889.88                      137,200.00                               6.75
   11270552                         1,474.03                      240,000.00                                6.9
   11270704                         1,188.29                      188,000.00                                6.5
   11270781                         1,369.01                      252,000.00                                5.9
   11270855                           472.35                       67,555.00                                7.5
   11270888                         1,333.33                      256,000.00                               6.25
   11271010                           708.58                      101,340.00                                7.5
   11271089                         2,842.87                      432,000.00                                7.5
   11271151                         1,876.08                      383,200.00                              5.875
   11271214                         1,409.72                      268,000.00                               5.65
   11271595                         1,526.87                      215,200.00                               7.65
   11271690                         1,292.67                      224,000.00                              6.925
   11271719                           746.97                      110,320.00                              7.175
   11271792                         1,810.07                      300,000.00                               6.75
   11271807                           854.79                      140,000.00                               6.85
   11271881                         1,833.47                      345,124.00                              6.375
   11271889                         2,040.59                      408,800.00                               5.99
   11272066                           829.50                      168,000.00                              5.925
   11272128                           776.32                      120,000.00                              6.725
   11272236                         1,595.45                      254,400.00                              6.425
   11272270                         2,306.23                      395,920.00                               6.99
   11272284                         2,290.44                      352,000.00                                7.4
   11272336                         1,317.16                      232,000.00                               6.25
   11272382                           435.71                       72,000.00                              6.775
   11272503                         2,878.26                      414,400.00                               7.99
   11272545                         1,880.00                      376,000.00                                  6
   11272582                         1,901.84                      306,400.00                               6.99
   11272767                         1,321.67                      244,000.00                                6.5
   11272817                           850.12                      136,800.00                                  7
   11272876                         4,120.49                      688,000.00                               5.99
   11272885                           574.40                       95,200.00                               6.75
   11272972                         1,096.48                      156,800.00                              7.501
   11272981                         3,675.00                      700,000.00                                6.3
   11273089                           517.26                       88,800.00                               6.99
   11273141                           713.55                      159,600.00                              5.365
   11273171                         2,440.00                      488,000.00                                  6
   11273208                           725.92                      119,600.00                                6.8
   11273242                         2,122.14                      311,920.00                                7.8
   11273384                           393.04                       67,167.00                              5.775
   11273402                           498.00                       76,000.00                               6.85
   11273464                         1,512.52                      239,920.00                              6.475
   11273501                         1,132.43                      183,920.00                               6.25
   11273506                         2,334.95                      360,000.00                               6.75
   11273731                         1,315.89                      212,000.00                               6.99
   11273795                           329.55                       46,000.00                               7.75
   11273802                         2,042.13                      335,200.00                               6.15
   11273842                         2,318.39                      393,600.00                               6.55
   11273903                         1,083.05                      200,000.00                              5.875
   11274066                         1,358.26                      232,000.00                                6.5
   11274290                         1,303.85                      200,000.00                                6.8
   11274293                         1,058.47                      187,600.00                                6.2
   11274348                           576.90                       86,800.00                               6.99
   11274423                         1,517.50                      259,200.00                                6.5
   11274644                         1,495.54                      216,000.00                                7.4
   11274678                         2,009.44                      389,600.00                                5.5
   11274749                         1,308.08                      216,800.00                               6.75
   11274782                           720.00                      128,000.00                               6.75
   11274832                         1,333.22                      228,000.00                               6.49
   11275213                         1,685.78                      239,920.00                               7.55
   11275237                         1,203.61                      212,000.00                               6.25
   11275279                           648.82                      104,000.00                              6.375
   11275367                         1,331.25                      284,000.00                              5.625
   11275469                         1,094.11                      208,000.00                               5.65
   11275546                         1,782.35                      274,800.00                               6.75
   11275567                         2,373.97                      348,000.00                               7.25
   11275719                         1,032.28                      160,000.00                              7.325
   11275731                           621.70                       97,094.00                              6.625
   11275773                         2,923.50                      476,000.00                                6.9
   11275852                           810.72                      132,000.00                                6.9
   11275901                         1,141.98                      176,000.00                              7.375
   11275913                           617.60                       82,400.00                              8.225
   11276046                         1,287.00                      237,600.00                                6.5
   11276070                         1,217.57                      243,920.00                               5.99
   11276213                         3,664.52                      560,000.00                               7.45
   11276224                         2,126.29                      319,920.00                               6.99
   11276511                         2,037.70                      397,600.00                               6.15
   11276593                         2,010.00                      428,800.00                              5.625
   11276887                         1,573.61                      253,520.00                               6.99
   11277063                           871.56                      132,000.00                              6.925
   11277345                         1,961.00                      424,000.00                               5.55
   11277487                         2,175.42                      460,000.00                              5.675
   11277618                         1,421.21                      219,120.00                               6.75
   11277828                         2,725.15                      480,000.00                               6.25
   11278077                         1,765.78                      324,000.00                              5.925
   11278252                         1,172.90                      224,000.00                              5.615
   11278316                         2,160.05                      348,000.00                               6.99
   11278385                         2,353.92                      480,800.00                              5.875
   11278473                           574.18                       82,320.00                              7.475
   11278666                         1,692.51                      308,000.00                               5.99
   11278686                           633.57                       96,444.00                              6.875
   11278694                           949.96                      182,392.00                               6.25
   11278883                         3,658.83                      680,000.00                              5.825
   11278890                         2,729.23                      424,000.00                              6.676
   11278904                           792.88                      139,920.00                                6.8
   11279002                           888.17                      135,200.00                              6.875
   11279018                         3,979.89                      648,000.00                                6.9
   11279053                         2,672.22                      412,000.00                               6.75
   11279119                         2,018.44                      311,200.00                               6.75
   11279125                         1,278.40                      192,000.00                               7.99
   11279266                           249.72                       40,900.00                               6.85
   11279708                         1,426.96                      219,920.00                              7.375
   11279824                           417.48                       60,000.00                               7.45
   11279897                         1,965.16                      344,000.00                                6.3
   11279900                           839.66                      152,800.00                               5.99
   11280129                         1,497.25                      260,000.00                              6.365
   11280661                           535.00                       81,440.00                              6.875
   11280700                         1,536.51                      209,600.00                               7.99
   11280728                         2,280.83                      476,000.00                               5.75
   11280906                         1,248.45                      229,600.00                              6.525
   11280972                           645.76                      112,000.00                              6.375
   11281028                           591.09                       96,000.00                               6.25
   11281034                         1,819.39                      282,000.00                              7.325
   11281036                           960.03                      150,320.00                                6.6
   11281122                           991.16                      156,000.00                               6.55
   11281191                         1,276.82                      207,920.00                              6.225
   11281205                         1,283.47                      184,000.00                              7.476
   11281366                         1,224.33                      232,000.00                              5.675
   11281521                         1,381.58                      236,000.00                              7.025
   11281746                           603.85                       94,400.00                               7.25
   11281824                         1,568.62                      240,000.00                              6.825
   11281885                         1,575.00                      360,000.00                               5.25
   11281963                           983.10                      204,160.00                               4.99
   11281999                           743.16                      108,400.00                                7.3
   11282124                         1,641.90                      303,200.00                              5.875
   11282189                         2,955.58                      580,000.00                              6.115
   11282310                           779.56                      116,000.00                                7.1
   11282320                           923.60                      142,400.00                               6.75
   11282446                         1,652.00                      336,000.00                                5.9
   11282616                         2,088.44                      360,000.00                              6.425
   11282648                           742.76                      137,600.00                               5.85
   11282698                         1,016.67                      195,200.00                               6.25
   11283012                           902.34                      133,600.00                               7.15
   11283030                           849.33                      156,800.00                                6.5
   11283077                         1,451.38                      223,200.00                              6.775
   11283392                         2,907.51                      460,000.00                                6.5
   11283400                         1,407.67                      329,600.00                              5.125
   11283495                           781.19                      108,780.00                              7.775
   11283538                         1,201.39                      224,000.00                                5.8
   11283605                         1,542.44                      250,400.00                              6.925
   11284088                         1,502.53                      200,000.00                               8.25
   11284169                         2,096.10                      308,800.00                                7.2
   11284236                         1,572.00                      288,000.00                               6.55
   11284247                           856.78                      135,200.00                              6.525
   11284831                         2,633.40                      452,000.00                               6.46
   11285142                           614.44                       95,960.00                              6.625
   11285984                           338.55                       74,000.00                               5.49
   11286155                         1,563.03                      232,000.00                              7.125
   11286177                           549.33                      122,640.00                              5.375
   11286673                         2,827.31                      480,000.00                               6.55
   11286910                         1,709.69                      304,880.00                              6.151
   11287618                           680.58                      102,400.00                               6.99
   11287861                         2,302.82                      360,000.00                               7.25
   11288252                           955.69                      151,200.00                                6.5
   11288257                           939.36                      148,000.00                               6.54
   11290204                         1,961.43                      316,000.00                               6.99
   11133961                         1,139.88                      130,000.00                               9.99
   11188874                           623.70                       85,000.00                                  8
   11189208                           620.98                       75,650.00                              9.225
   11195943                           845.27                       96,400.00                               9.99
   11200755                           933.72                      160,000.00                               5.75
   11204912                         1,082.83                      203,200.00                               5.75
   11206230                         1,669.21                      334,400.00                               5.99
   11206832                           754.31                       80,000.00                             10.875
   11208412                           427.17                       54,299.00                               8.75
   11209395                           822.79                       81,600.00                                8.9
   11209643                           300.25                       26,600.00                             10.875
   11210241                         2,016.79                      485,000.00                               4.99
   11210848                         1,719.38                      324,750.00                                5.7
   11213715                           698.13                       76,320.00                               10.5
   11214228                           272.44                       32,400.00                                9.5
   11214592                           278.81                       29,300.00                              10.99
   11215843                           547.02                       58,600.00                              10.75
   11216135                           310.66                       35,400.00                                 10
   11217147                           376.47                       36,600.00                                 12
   11217615                           788.41                      115,000.00                                7.3
   11218126                           440.16                       55,950.00                               8.75
   11218467                           880.45                      125,000.00                              7.575
   11218618                           350.18                       36,800.00                              10.99
   11220508                           477.52                       70,000.00                               7.25
   11220837                           792.22                      103,700.00                               8.43
   11221264                           518.43                       59,200.00                              9.975
   11221316                         1,680.96                      236,000.00                               7.69
   11221817                         1,280.83                      212,000.00                               7.25
   11222377                           605.42                       72,000.00                                9.5
   11223347                         2,870.15                      436,905.00                              6.875
   11223757                           417.37                       47,600.00                               9.99
   11223901                         2,100.94                      405,000.00                              6.225
   11223973                         1,196.41                      160,000.00                                8.2
   11225027                         2,215.48                      346,000.00                              6.625
   11225071                         1,345.07                      228,000.00                               5.85
   11225075                           465.83                       55,400.00                                9.5
   11225350                           828.00                       92,400.00                              10.25
   11225779                         2,260.36                      333,000.00                                7.2
   11226503                           491.62                       67,000.00                                  8
   11226890                           725.74                       99,000.00                               7.99
   11226981                           385.81                       44,000.00                               9.99
   11227212                           504.47                       51,940.00                              11.25
   11228043                           523.11                       69,630.00                               8.25
   11228288                         1,319.10                      208,000.00                              7.175
   11228471                           942.42                      114,555.00                               9.25
   11228736                           489.31                       56,953.00                               9.75
   11228817                         1,387.75                      208,800.00                               6.99
   11228823                           601.41                       70,000.00                               9.75
   11228923                           505.91                       78,000.00                               6.75
   11229197                           505.22                       56,380.00                              10.25
   11229802                         1,166.19                      162,000.00                                7.8
   11229988                         1,107.46                      157,000.00                               7.59
   11230606                         1,090.87                      132,600.00                               9.25
   11230776                         1,651.73                      266,850.00                                6.3
   11230877                         3,421.18                      416,000.00                                5.6
   11230907                           294.03                       30,900.00                              10.99
   11232003                           799.32                       84,000.00                              10.99
   11232365                         1,661.84                      176,250.00                             10.875
   11233006                         1,056.77                      157,250.00                                7.1
   11233558                           379.24                       60,000.00                                6.5
   11233841                           224.56                       23,580.00                                 11
   11233915                           690.70                      101,250.00                               7.25
   11234277                           361.88                       46,000.00                               8.75
   11235102                         1,207.72                      184,500.00                               6.84
   11235198                           360.84                       42,000.00                               9.75
   11235233                           282.76                       29,400.00                             11.125
   11235667                           687.84                       91,557.00                               8.25
   11235847                           389.20                       45,300.00                               9.75
   11235946                         1,899.74                      317,700.00                              6.675
   11236283                         1,979.67                      249,375.00                               8.85
   11236284                         2,120.63                      435,000.00                               5.85
   11236614                           499.61                       56,979.00                               9.99
   11236750                           279.12                       36,300.00                                8.5
   11236760                           578.71                       66,000.00                               9.99
   11236797                           140.02                       15,000.00                              10.75
   11236841                           924.46                      127,500.00                              7.875
   11236904                         1,398.43                      200,000.00                                7.5
   11237037                         2,004.65                      311,600.00                                7.3
   11237190                           633.60                       89,300.00                               7.65
   11237273                           186.77                       21,300.00                               9.99
   11237511                           380.14                       50,600.00                               8.25
   11237607                           744.09                      108,000.00                               7.35
   11238082                           192.32                       25,600.00                               8.25
   11238143                           389.09                       48,400.00                               8.99
   11238376                         1,754.16                      265,000.00                               6.95
   11238783                           931.86                      157,250.00                                6.6
   11239108                           332.76                       37,950.00                               9.99
   11239116                           498.65                       49,400.00                              11.75
   11239221                         1,064.22                      162,000.00                              6.875
   11239315                         3,349.12                      450,000.00                               8.15
   11239404                           395.75                       48,000.00                              9.275
   11239494                           260.56                       28,485.00                               10.5
   11239508                           141.43                       15,000.00                             10.875
   11239586                           583.57                      100,000.00                               5.75
   11239846                           756.67                       80,250.00                             10.875
   11240037                         1,797.25                      364,000.00                              5.925
   11240109                         2,643.75                      540,000.00                              5.875
   11240360                         1,004.77                      140,250.00                               7.75
   11240380                           301.09                       31,000.00                              11.25
   11240952                           442.83                       47,400.00                              10.76
   11241013                           823.87                      115,000.00                               7.75
   11241046                         2,246.75                      322,905.00                               7.45
   11241238                           799.49                      110,000.00                                7.9
   11241266                           870.00                      140,000.00                                  7
   11241521                           398.78                       60,000.00                               6.99
   11241678                           601.01                       80,000.00                               8.25
   11241811                           531.39                       59,300.00                              10.25
   11241820                           406.59                       53,000.00                              8.475
   11241943                           903.76                       98,800.00                               10.5
   11242010                         1,093.68                      151,200.00                               7.85
   11242063                         1,018.52                      193,000.00                              5.675
   11242130                           647.07                       68,000.00                              10.99
   11242291                           413.20                       55,000.00                               8.25
   11242568                           921.05                      114,250.00                               9.45
   11242623                         1,684.79                      367,590.00                                5.5
   11242694                         1,527.21                      255,000.00                               5.99
   11242713                           820.83                       91,600.00                              10.25
   11242730                           344.19                       32,250.00                               12.5
   11242863                         1,470.60                      252,000.00                               5.75
   11242909                         1,015.02                      185,250.00                              6.575
   11243136                           650.59                       69,000.00                             10.875
   11243224                           550.42                       84,000.00                               6.85
   11243255                           727.77                       83,000.00                               9.99
   11243310                           494.24                       61,480.00                               8.99
   11243489                         1,958.92                      255,000.00                               8.49
   11243670                         2,955.53                      436,500.00                              7.175
   11243726                         1,215.03                      144,500.00                                9.5
   11243734                           953.04                      150,000.00                               6.55
   11243798                           870.08                      120,000.00                              7.875
   11243821                           457.01                       51,000.00                              10.25
   11244034                           582.76                       60,000.00                              11.25
   11244109                           498.04                       56,800.00                               9.99
   11244228                           838.80                      144,000.00                               6.99
   11244531                           478.88                       53,000.00                              10.35
   11244599                         1,200.49                      126,000.00                               7.95
   11244616                           311.15                       33,000.00                             10.875
   11244643                         1,133.59                      208,000.00                              5.925
   11244656                         1,146.36                      183,750.00                              6.375
   11244763                           264.87                       31,500.00                                9.5
   11244797                         1,129.87                      170,000.00                               6.99
   11244809                           841.76                       96,000.00                               9.99
   11244889                         1,108.68                      157,250.00                              7.585
   11245033                           802.40                      120,000.00                               7.05
   11245191                           412.21                       46,000.00                              10.25
   11245262                           216.01                       22,700.00                              10.99
   11245312                         2,356.18                      403,750.00                               5.75
   11245556                         1,232.62                      170,000.00                              7.875
   11245580                           374.32                       60,000.00                              6.375
   11245731                           375.63                       50,000.00                               8.25
   11245931                           433.88                       51,600.00                                9.5
   11245971                           339.94                       35,000.00                              11.25
   11246089                           302.82                       30,000.00                              11.75
   11246104                         1,434.79                      227,000.00                                6.5
   11246729                           534.30                       61,400.00                                9.9
   11246732                         1,169.93                      171,500.00                               7.25
   11246763                         1,393.10                      185,000.00                              8.275
   11246800                           440.00                       64,500.00                               7.25
   11246842                           367.13                       52,250.00                               7.55
   11246993                           728.79                      105,000.00                              7.425
   11247003                           357.60                       47,600.00                               8.25
   11247019                         1,134.76                      180,000.00                              6.475
   11247059                         2,358.10                      337,250.00                                7.5
   11247280                           237.61                       25,200.00                             10.875
   11247365                           242.82                       25,000.00                              11.25
   11247372                           353.16                       42,000.00                                9.5
   11247440                           215.06                       24,000.00                              10.25
   11247517                         1,692.38                      225,000.00                               8.75
   11247593                           596.75                       68,000.00                                 10
   11247631                           161.30                       18,000.00                              10.25
   11247723                           394.57                       45,000.00                               9.99
   11247818                           421.75                       66,900.00                              6.475
   11248098                         1,888.13                      342,000.00                              6.625
   11248118                         1,663.65                      256,500.00                               6.75
   11248209                           350.73                       40,000.00                               9.99
   11248276                         1,215.99                      138,680.00                               9.99
   11248307                           931.58                      110,790.00                                9.5
   11248333                         1,889.31                      351,500.00                               6.45
   11248343                         2,625.72                      416,500.00                              6.475
   11248386                           247.60                       30,800.00                               8.99
   11248393                           921.23                      111,980.00                               9.25
   11248408                           896.02                      142,500.00                               6.45
   11248463                           263.54                       33,500.00                               8.75
   11248467                           337.55                       35,800.00                             10.875
   11248653                           672.11                       72,000.00                              10.75
   11248732                           666.39                       76,000.00                               9.99
   11248798                         1,125.46                      140,000.00                               8.99
   11248979                           430.52                       49,100.00                               9.99
   11249030                           262.04                       30,500.00                               9.75
   11249065                         1,691.81                      280,400.00                               6.75
   11249139                           408.89                       56,800.00                                7.8
   11249190                           605.01                       69,000.00                               9.99
   11249283                           563.85                       59,800.00                             10.875
   11249430                           547.14                       62,400.00                               9.99
   11249431                         1,256.96                      196,500.00                               7.25
   11249500                         1,516.96                      240,000.00                                6.5
   11249542                         2,334.53                      290,400.00                               8.99
   11249544                         1,035.12                      115,536.00                              10.25
   11249589                           500.60                       79,200.00                                6.5
   11249628                           283.05                       35,980.00                               8.75
   11249807                           287.49                       29,600.00                              11.25
   11249846                           660.98                       77,000.00                               9.74
   11249854                           721.29                       75,800.00                              10.99
   11249977                           538.15                       64,000.00                                9.5
   11249978                         1,124.29                      172,000.00                              6.826
   11250019                           160.48                       18,302.00                               9.99
   11250044                         1,816.04                      379,000.00                               5.75
   11250116                           443.43                       46,600.00                              10.99
   11250184                         1,389.58                      290,000.00                               5.75
   11250341                           147.99                       17,225.00                               9.75
   11250407                           388.34                       55,000.00                                7.6
   11250441                           740.59                       86,200.00                               9.75
   11250508                           640.73                       76,200.00                                9.5
   11250645                           770.12                       82,500.00                              10.75
   11250685                           168.05                       17,302.00                              11.25
   11250688                           501.37                       57,180.00                               9.99
   11250752                           536.40                       71,400.00                               8.25
   11250789                         2,011.08                      324,000.00                               6.99
   11250856                           741.80                       84,600.00                               9.99
   11250891                           259.02                       25,200.00                              11.99
   11250960                         1,794.64                      244,000.00                              8.025
   11250964                         1,551.94                      230,000.00                              7.725
   11250969                           600.16                       85,000.00                                7.6
   11250982                         1,279.59                      221,250.00                                6.4
   11251110                           973.28                      111,000.00                               9.99
   11251129                           376.80                       48,600.00                               8.59
   11251227                           189.52                       20,100.00                             10.875
   11251236                           927.50                      143,000.00                               6.75
   11251237                         1,074.31                      143,000.00                               8.25
   11251238                           292.99                       39,000.00                               8.25
   11251423                           824.79                       96,000.00                               9.75
   11251546                           249.15                       29,000.00                               9.75
   11251559                           410.34                       48,800.00                                9.5
   11251695                           248.81                       27,200.00                               10.5
   11251696                           182.51                       23,200.00                               8.75
   11251764                           312.71                       29,300.00                               12.5
   11251837                           245.45                       31,200.00                               8.75
   11251863                         1,407.46                      217,000.00                               6.75
   11252023                           711.18                       90,400.00                               8.75
   11252026                         1,258.59                      180,000.00                                7.5
   11252095                           553.48                       58,700.00                             10.875
   11252128                         1,878.33                      392,000.00                               5.75
   11252151                         1,371.55                      228,000.00                              6.725
   11252168                         1,895.00                      379,000.00                                  6
   11252476                           412.21                       46,000.00                              10.25
   11252492                         1,957.51                      315,000.00                                  7
   11252541                         1,168.54                      118,000.00                               11.5
   11252544                         1,873.42                      310,500.00                               6.75
   11252546                         1,240.17                      235,000.00                              5.675
   11252575                         1,239.39                      173,000.00                               7.75
   11252587                           806.49                       90,000.00                              10.25
   11252736                           445.27                       56,600.00                               8.75
   11252880                           459.01                       73,000.00                               6.45
   11252889                           454.06                       54,000.00                                9.5
   11252895                         1,514.99                      250,000.00                                6.1
   11252955                         1,390.23                      219,950.00                                6.5
   11253003                           424.30                       45,000.00                             10.875
   11253106                         2,461.96                      342,000.00                                7.8
   11253237                         2,491.56                      446,250.00                                6.7
   11253265                           510.78                       57,000.00                              10.25
   11253323                           640.53                       71,480.00                              10.25
   11253346                           672.11                       72,000.00                              10.75
   11253349                         3,209.33                      664,000.00                                5.8
   11253384                           698.75                       86,842.00                                  9
   11253446                           535.50                      108,000.00                               5.95
   11253518                           698.68                       93,000.00                               8.25
   11253530                           983.46                      156,000.00                              6.475
   11253595                         1,367.08                      230,000.00                              6.625
   11253700                         1,596.04                      326,000.00                              5.875
   11253725                           386.58                       41,000.00                             10.875
   11253767                           805.46                       93,750.00                               9.75
   11253940                           735.82                      110,600.00                                  7
   11254075                           824.36                       95,950.00                               9.75
   11254179                         5,144.44                      756,000.00                              7.225
   11254222                           407.93                       42,000.00                              11.25
   11254225                           806.78                      130,000.00                              6.325
   11254393                         2,340.00                      360,000.00                                7.8
   11254410                           356.91                       45,000.00                               8.84
   11254432                           360.84                       42,000.00                               9.75
   11254522                           754.08                       86,000.00                               9.99
   11254529                           368.27                       42,000.00                               9.99
   11254575                         1,528.44                      335,000.00                              5.475
   11254618                         1,450.14                      200,000.00                              7.875
   11254714                           949.61                      123,500.00                                8.5
   11254760                           639.05                       76,000.00                                9.5
   11254911                           240.41                       32,000.00                               8.25
   11254935                           819.80                      131,750.00                               6.35
   11255030                           930.47                      142,000.00                               6.85
   11255034                           234.17                       25,600.00                               10.5
   11255065                         1,170.02                      196,200.00                               5.95
   11255120                           285.33                       37,980.00                               8.25
   11255126                           340.00                       40,000.00                              9.625
   11255158                           418.53                       44,835.00                              10.75
   11255172                         2,694.09                      450,000.00                              6.685
   11255315                         3,152.64                      439,000.00                              7.775
   11255319                         4,053.75                      828,000.00                              5.875
   11255383                           587.48                       67,000.00                               9.99
   11255433                           496.81                       61,800.00                               8.99
   11255461                         2,996.16                      505,600.00                                6.6
   11255513                           634.08                       80,600.00                               8.75
   11255549                         1,329.95                      216,000.00                               6.25
   11255634                         1,044.74                      148,325.00                              7.575
   11255800                         2,141.43                      345,000.00                               6.99
   11255851                           249.15                       29,000.00                               9.75
   11255877                           844.10                      105,000.00                               8.99
   11255927                           658.11                       76,600.00                               9.75
   11255944                         2,809.23                      446,500.00                               7.55
   11255993                           224.94                       24,000.00                               10.8
   11256002                         1,014.84                      129,000.00                               8.75
   11256009                           678.48                      100,000.00                              7.775
   11256180                           728.13                       79,600.00                               10.5
   11256182                         1,148.19                      170,000.00                               7.15
   11256305                           644.07                      106,000.00                              6.125
   11256308                           519.74                       58,000.00                              10.25
   11256328                         2,307.97                      420,000.00                               5.99
   11256333                           318.54                       42,400.00                               8.25
   11256342                           824.04                       98,000.00                                9.5
   11256376                           791.71                      108,000.00                               7.99
   11256380                           560.80                       76,500.00                               7.99
   11256390                         1,216.33                      129,000.00                             10.875
   11256417                           543.64                       62,000.00                               9.99
   11256437                         2,787.67                      412,000.00                               7.75
   11256456                         2,480.44                      308,550.00                               8.99
   11256581                           971.90                      145,350.00                               7.05
   11256665                         1,087.00                      170,200.00                                6.6
   11256690                         3,216.70                      500,000.00                                7.3
   11256694                           466.26                       58,000.00                               8.99
   11256699                           515.29                       65,500.00                               8.75
   11256735                         1,159.99                      169,200.00                                7.3
   11256744                           584.59                       62,000.00                             10.875
   11256751                           912.24                      118,750.00                               8.49
   11256798                           378.72                       39,800.00                              10.99
   11256858                         1,674.45                      236,000.00                               7.65
   11256874                         1,867.31                      389,700.00                               5.75
   11256934                         1,202.03                      160,000.00                               8.25
   11257031                           850.36                      116,000.00                               7.99
   11257200                           630.64                       75,000.00                                9.5
   11257225                           906.87                       96,180.00                             10.875
   11257227                           399.82                       54,540.00                               7.99
   11257243                         1,607.58                      216,000.00                               8.15
   11257248                           627.18                       73,000.00                               9.75
   11257263                         1,023.12                      148,500.00                               7.35
   11257314                         1,663.91                      222,000.00                              8.225
   11257334                           512.90                       75,000.00                              7.275
   11257362                           829.74                       88,000.00                             10.875
   11257413                         2,013.25                      292,500.00                               7.34
   11257445                           193.83                       25,800.00                               8.25
   11257534                         1,593.60                      290,000.00                               5.99
   11257558                         1,646.62                      271,000.00                              6.125
   11257571                           337.48                       41,980.00                               8.99
   11257693                         1,047.70                      124,600.00                                9.5
   11257695                         1,367.19                      145,000.00                             10.875
   11257707                           908.12                      108,000.00                                9.5
   11257727                         3,272.49                      459,000.00                                7.7
   11257735                           393.51                       38,285.00                              11.99
   11257751                           344.95                       48,150.00                               7.75
   11257757                         1,747.63                      238,400.00                               7.99
   11257848                           191.57                       25,500.00                               8.25
   11257988                         2,239.03                      398,050.00                               6.75
   11257991                           914.39                      102,041.00                              10.25
   11258030                           192.31                       19,800.00                              11.25
   11258092                           777.62                      117,000.00                               6.99
   11258161                         1,663.26                      250,000.00                                  7
   11258162                         1,835.29                      242,250.00                               8.34
   11258166                         3,861.77                      676,000.00                                6.3
   11258184                         2,570.71                      450,000.00                                6.3
   11258225                           979.21                      135,375.00                               7.85
   11258271                           622.55                       71,000.00                               9.99
   11258280                           932.78                       87,400.00                               12.5
   11258296                         1,035.51                      198,500.00                               6.26
   11258330                           934.69                      137,700.00                                7.2
   11258358                         1,321.78                      184,500.00                               7.75
   11258370                           370.02                       36,000.00                              11.99
   11258460                           214.79                       25,000.00                               9.75
   11258508                           365.82                       46,500.00                               8.75
   11258533                           254.58                       27,000.00                             10.875
   11258538                           630.62                       73,400.00                               9.75
   11258587                           519.17                       79,800.00                               6.78
   11258592                           933.48                      100,000.00                              10.75
   11258687                           223.38                       26,000.00                               9.75
   11258707                           333.20                       38,000.00                               9.99
   11258732                         1,165.61                      153,000.00                                8.4
   11258806                           983.18                      142,000.00                                7.4
   11258832                           320.52                       33,000.00                              11.25
   11258881                           187.64                       21,840.00                               9.75
   11258910                           544.21                       62,065.00                               9.99
   11258933                           173.23                       19,756.00                               9.99
   11258943                           157.18                       15,000.00                              12.25
   11258948                         1,299.69                      173,000.00                               8.25
   11259000                           455.95                       52,000.00                               9.99
   11259001                           438.17                       60,000.00                               7.95
   11259005                           730.31                      106,000.00                               7.35
   11259010                           274.96                       36,600.00                               8.25
   11259011                         1,465.51                      220,500.00                               6.99
   11259032                         1,919.49                      304,000.00                               6.49
   11259036                           184.66                       24,580.00                               8.25
   11259064                           823.27                       90,000.00                               10.5
   11259101                         1,114.15                      180,000.00                                6.3
   11259117                           534.15                       71,100.00                               8.25
   11259124                         1,323.14                      204,000.00                               6.75
   11259127                           313.07                       32,900.00                              10.99
   11259177                         1,986.26                      320,000.00                               6.99
   11259180                           392.01                       52,180.00                               8.25
   11259182                           401.35                       45,773.00                               9.99
   11259254                           394.73                       49,500.00                                8.9
   11259313                           814.87                       90,000.00                             10.375
   11259330                         1,091.59                      168,300.00                               6.75
   11259352                           273.90                       28,200.00                              11.25
   11259359                           434.11                       54,000.00                               8.99
   11259360                         1,346.18                      260,550.00                                6.2
   11259416                           696.79                       79,400.00                                 10
   11259423                         1,967.07                      270,000.00                              7.925
   11259485                           427.79                       52,000.00                               9.25
   11259499                           394.57                       45,000.00                               9.99
   11259507                           437.71                       54,400.00                                  9
   11259528                           242.57                       23,600.00                              11.99
   11259624                           885.15                      126,450.00                                8.4
   11259650                           646.09                       86,000.00                               8.25
   11259651                         1,433.19                      152,000.00                             10.875
   11259671                         1,869.30                      302,000.00                                6.3
   11259678                           369.98                       44,000.00                                9.5
   11259694                           954.18                      136,800.00                              7.475
   11259695                           465.67                       65,000.00                               7.75
   11259701                         2,835.48                      437,000.00                              7.375
   11259722                         1,639.28                      280,000.00                                6.5
   11259759                         1,146.56                      151,200.00                               8.35
   11259833                         1,299.37                      175,000.00                              8.125
   11259844                           469.98                       53,600.00                               9.99
   11259918                           447.18                       51,000.00                               9.99
   11259929                         1,556.75                      270,000.00                              6.375
   11259975                         1,170.96                      206,250.00                               6.25
   11259993                         2,297.81                      408,500.00                               6.75
   11260004                           637.96                       75,600.00                                  6
   11260018                           502.99                       48,000.00                              12.25
   11260026                           772.04                       84,400.00                               10.5
   11260052                           857.09                       90,000.00                                 11
   11260059                           524.25                       55,600.00                             10.875
   11260129                         2,100.67                      368,000.00                               6.85
   11260137                         1,790.15                      303,000.00                              6.575
   11260144                           308.72                       33,750.00                               10.5
   11260175                           422.64                       44,380.00                                 11
   11260219                           866.08                      103,000.00                                9.5
   11260226                         1,554.30                      236,000.00                                6.9
   11260270                         2,276.61                      369,750.00                               6.25
   11260380                           979.44                      114,000.00                               9.75
   11260383                           120.20                       16,000.00                               8.25
   11260388                           514.75                       51,980.00                               11.5
   11260395                         1,536.24                      247,500.00                               6.99
   11260406                           374.69                       64,000.00                                6.5
   11260468                           686.46                       79,900.00                               9.75
   11260500                           989.92                      114,000.00                              9.875
   11260566                         1,589.67                      280,000.00                               6.25
   11260593                           559.37                       80,000.00                                7.5
   11260618                         1,650.12                      268,000.00                               6.25
   11260646                           398.58                       49,580.00                               8.99
   11260738                           907.92                      102,600.00                               6.75
   11260782                           966.39                      138,550.00                              7.475
   11260799                           949.34                      160,200.00                                6.6
   11260826                         1,549.69                      275,500.00                               6.75
   11260875                         2,449.22                      522,500.00                              5.625
   11260905                           893.78                      163,000.00                               6.58
   11260917                           478.73                       50,310.00                              10.99
   11260938                           160.29                       17,000.00                             10.875
   11261071                         1,588.08                      295,000.00                               6.46
   11261076                         1,315.25                      150,000.00                               9.99
   11261119                           798.00                       97,000.00                               9.25
   11261122                           296.19                       33,780.00                               9.99
   11261125                           866.61                       99,800.00                              9.875
   11261131                           988.97                      169,955.00                               6.45
   11261176                         1,762.23                      337,000.00                              6.275
   11261196                           643.12                       80,000.00                               8.99
   11261218                         1,131.88                      172,000.00                                7.5
   11261261                           394.57                       45,000.00                               9.99
   11261288                           756.77                       90,000.00                                9.5
   11261293                           767.30                       79,000.00                              11.25
   11261337                           385.81                       44,000.00                               9.99
   11261361                           382.48                       39,380.00                              11.25
   11261364                           608.48                       59,200.00                              11.99
   11261367                           366.97                       50,250.00                               7.95
   11261387                           570.45                       55,500.00                              11.99
   11261399                         2,588.89                      456,000.00                               6.25
   11261425                         1,186.08                      118,800.00                               10.5
   11261426                           762.72                      103,700.00                              8.025
   11261435                           221.99                       26,400.00                                9.5
   11261460                           768.08                       99,800.00                               8.51
   11261468                           200.89                       21,520.00                              10.75
   11261497                           154.43                       15,900.00                              11.25
   11261500                         1,737.10                      348,000.00                               5.99
   11261525                           504.04                       49,745.00                               11.8
   11261547                         1,658.17                      301,750.00                               5.99
   11261560                           700.59                       79,900.00                               9.99
   11261565                         1,002.81                      175,000.00                              6.325
   11261572                           920.67                      105,000.00                               9.99
   11261582                           530.30                       53,550.00                               11.5
   11261620                         1,653.33                      310,000.00                                6.4
   11261633                           158.61                       17,700.00                              10.25
   11261637                           305.24                       38,800.00                               8.75
   11261709                           959.93                      148,000.00                               6.75
   11261719                           891.31                      106,000.00                                9.5
   11261757                           401.22                       51,000.00                               8.75
   11261867                           941.69                      185,250.00                                6.1
   11261931                         3,028.24                      522,000.00                              6.425
   11261932                           311.10                       35,480.00                               9.99
   11261936                         1,782.45                      306,000.00                               6.99
   11261941                           596.25                       68,000.00                               9.99
   11262027                           525.54                       80,000.00                              6.875
   11262050                           466.26                       58,000.00                               8.99
   11262062                           363.31                       33,686.00                             11.675
   11262064                         3,195.48                      430,300.00                              8.625
   11262102                         1,248.83                      236,000.00                               6.35
   11262219                           492.21                       40,000.00                              8.325
   11262229                         1,513.09                      200,000.00                              8.325
   11262254                         3,785.84                      640,000.00                              5.875
   11262284                           247.60                       26,000.00                                 11
   11262287                           899.69                      100,400.00                              10.25
   11262320                           248.89                       29,600.00                                9.5
   11262424                           302.93                       30,590.00                               11.5
   11262437                           961.10                      108,000.00                               6.84
   11262451                           512.07                       55,980.00                               10.5
   11262476                         1,196.36                      165,000.00                              7.875
   11262484                           320.16                       35,000.00                               10.5
   11262515                         2,491.67                      460,000.00                                6.5
   11262545                           204.37                       25,400.00                                  9
   11262553                           884.90                      140,000.00                                6.5
   11262638                         1,224.81                      203,000.00                               6.75
   11262655                           815.10                      125,800.00                               6.74
   11262671                           683.93                       78,000.00                               9.99
   11262675                           375.04                       41,000.00                               10.5
   11262690                           201.67                       23,000.00                               9.99
   11262695                           650.61                       74,200.00                               9.99
   11262726                           405.88                       43,480.00                              10.75
   11262729                           627.28                       74,600.00                                9.5
   11262832                           950.01                      128,250.00                                8.1
   11262864                           394.16                       60,000.00                              6.875
   11262936                         1,206.55                      212,500.00                                5.5
   11262939                           838.12                      109,000.00                                8.5
   11262987                           740.25                       92,000.00                                  9
   11262995                           491.63                      102,600.00                               5.75
   11263107                         3,515.63                      675,000.00                               6.25
   11263146                         2,657.85                      477,000.00                                6.1
   11263262                           987.92                      108,000.00                               10.5
   11263285                         3,539.17                      650,000.00                              5.125
   11263303                         1,488.53                      229,500.00                               6.75
   11263304                         1,880.67                      403,000.00                                5.6
   11263307                           532.79                       68,500.00                              8.625
   11263336                           480.88                       57,190.00                                9.5
   11263340                         2,497.16                      391,000.00                                6.6
   11263417                         2,215.33                      328,000.00                               7.15
   11263423                           970.82                      104,000.00                              10.75
   11263429                           491.17                       72,000.00                               7.25
   11263434                           429.95                       47,980.00                              10.25
   11263456                         1,197.82                      149,000.00                               8.99
   11263485                           255.00                       30,000.00                              9.625
   11263496                         2,730.53                      432,000.00                                6.5
   11263506                           715.47                       89,000.00                               8.99
   11263516                         1,706.67                      288,000.00                                6.6
   11263528                         1,526.92                      199,500.00                               8.45
   11263533                           598.50                       71,800.00                                9.4
   11263537                           720.88                       90,400.00                                8.9
   11263569                           417.37                       47,600.00                               9.99
   11263606                         1,592.20                      232,750.00                               7.85
   11263646                           170.86                       15,900.00                                 10
   11263670                           999.59                      114,000.00                               9.99
   11263685                           934.26                      140,000.00                              7.625
   11263756                           398.75                       50,000.00                              8.901
   11263776                           454.78                       59,200.00                               8.49
   11263777                         2,369.31                      288,000.00                               9.25
   11263778                           602.86                       55,000.00                              10.35
   11263781                         1,466.14                      200,000.00                               7.99
   11263816                           784.32                      104,400.00                               8.25
   11263886                           214.82                       24,500.00                               9.99
   11263892                         2,218.38                      372,000.00                               5.95
   11263909                           942.89                      100,000.00                             10.875
   11263923                           735.94                      103,600.00                                8.2
   11263936                           395.20                       47,000.00                                9.5
   11263982                         1,798.66                      221,065.00                              9.125
   11264014                           377.17                       43,900.00                               9.75
   11264034                         1,348.33                      143,000.00                             10.875
   11264054                           192.82                       21,990.00                               9.99
   11264068                         1,283.10                      203,000.00                                6.5
   11264076                           403.25                       45,000.00                              10.25
   11264122                           447.12                       45,150.00                               11.5
   11264154                           190.31                       20,000.00                              10.99
   11264181                           968.76                      138,550.00                                7.5
   11264264                         1,350.00                      240,000.00                               6.75
   11264281                         1,884.51                      348,000.00                              5.875
   11264298                           936.95                      134,000.00                                7.5
   11264304                           501.82                       56,000.00                              10.25
   11264341                           606.81                      133,000.00                              5.475
   11264349                           653.10                      126,000.00                               6.22
   11264372                           622.31                       66,000.00                             10.875
   11264387                           304.03                       40,000.00                              8.375
   11264432                         1,964.50                      333,000.00                               5.85
   11264470                         2,131.44                      427,000.00                               5.99
   11264510                           398.17                       53,000.00                               8.25
   11264518                         1,471.02                      200,000.00                              8.025
   11264535                         3,443.62                      515,000.00                               7.05
   11264606                         1,555.13                      283,000.00                               5.99
   11264640                           756.77                       90,000.00                                9.5
   11264724                         3,607.21                      548,150.00                                7.5
   11264731                           641.03                       66,000.00                              11.25
   11264741                           725.63                      162,000.00                              5.375
   11264775                         1,695.83                      370,000.00                                5.5
   11264808                         2,957.01                      584,100.00                              6.075
   11264849                           367.40                       41,000.00                              10.25
   11264860                           878.89                      101,000.00                                9.9
   11264893                         1,149.58                      143,000.00                               8.99
   11264980                         1,701.91                      297,000.00                              6.325
   11264994                           789.81                      127,600.00                                6.3
   11265004                           603.45                       64,000.00                             10.875
   11265055                         1,675.37                      228,000.00                              8.015
   11265111                           469.72                       45,700.00                              11.99
   11265163                           112.69                       15,000.00                               8.25
   11265179                         1,242.06                      212,800.00                              6.475
   11265183                         1,508.63                      201,000.00                               8.24
   11265207                           641.69                       78,000.00                               9.25
   11265215                           613.44                       71,400.00                               9.75
   11265217                           569.76                       74,100.00                                8.5
   11265247                         1,673.44                      315,000.00                              6.375
   11265366                           348.73                       38,500.00                              10.38
   11265367                           889.70                      123,000.00                               7.85
   11265408                         1,771.37                      280,250.00                                6.5
   11265422                         1,180.16                      173,000.00                               7.25
   11265456                         1,397.49                      210,000.00                                7.6
   11265486                           258.67                       29,500.00                               9.99
   11265524                           443.16                       47,000.00                             10.875
   11265526                         1,141.79                      162,500.00                               7.55
   11265535                         2,708.33                      500,000.00                                6.5
   11265592                           256.57                       35,000.00                               7.99
   11265595                           521.01                       60,000.00                              9.875
   11265617                           975.51                      124,000.00                               8.75
   11265702                           502.03                       94,500.00                              6.375
   11265705                           483.49                       57,500.00                                9.5
   11265724                           583.55                       69,400.00                                9.5
   11265761                         1,691.97                      289,000.00                                6.5
   11265764                         1,345.37                      160,000.00                                9.5
   11265789                         3,223.28                      472,500.00                               7.25
   11265817                           243.85                       29,000.00                                9.5
   11265846                           281.76                       26,400.00                               12.5
   11265894                           250.91                       28,616.00                               9.99
   11265900                           469.40                       47,400.00                               11.5
   11265923                           426.07                       53,000.00                               8.99
   11266022                           178.58                       22,700.00                               8.75
   11266034                           229.74                       30,580.00                               8.25
   11266065                         1,653.13                      345,000.00                               5.75
   11266070                         1,145.23                      186,000.00                               6.25
   11266075                           657.58                       91,700.00                               7.76
   11266090                           792.23                       80,000.00                               11.5
   11266102                         1,229.17                      250,000.00                                5.9
   11266122                           448.36                       54,500.00                               9.25
   11266156                         1,621.95                      221,255.00                               7.99
   11266166                           261.18                       30,400.00                               9.75
   11266236                           605.67                       92,000.00                                7.9
   11266299                           889.12                      130,000.00                              7.276
   11266303                           934.79                      131,750.00                               7.65
   11266322                           457.01                       51,000.00                              10.25
   11266380                         1,227.76                      178,500.00                                7.9
   11266401                           298.21                       32,600.00                               10.5
   11266405                           668.01                       81,200.00                               9.25
   11266406                         1,615.17                      252,500.00                               7.25
   11266417                           315.53                       42,000.00                               8.25
   11266418                           806.69                       92,000.00                               9.99
   11266470                           714.73                       85,000.00                                9.5
   11266552                           284.97                       35,448.00                               8.99
   11266558                         1,580.89                      250,000.00                               7.15
   11266601                           861.18                      112,000.00                                8.5
   11266634                           474.93                       53,000.00                              10.25
   11266657                         1,274.45                      162,000.00                               8.75
   11266714                           746.47                      112,200.00                                  7
   11266718                         1,318.40                      164,000.00                               8.99
   11266721                           953.43                      118,600.00                               8.99
   11266729                           930.48                      140,000.00                               6.99
   11266748                           509.70                       77,000.00                               6.95
   11266753                         2,150.08                      359,000.00                               5.99
   11266830                           625.90                       81,400.00                                8.5
   11266846                         1,797.50                      215,650.00                                9.4
   11266927                         1,252.43                      180,000.00                               7.45
   11266928                         1,146.26                      160,000.00                               7.75
   11266976                           403.11                       49,000.00                               9.25
   11266996                           806.31                      126,250.00                                6.6
   11267035                           502.92                       51,780.00                              11.25
   11267062                           661.11                       88,000.00                               8.25
   11267071                           518.93                       60,400.00                               9.75
   11267169                           462.54                       48,400.00                                  8
   11267181                           494.82                       52,000.00                              10.99
   11267226                         2,262.17                      392,000.00                              6.925
   11267231                         2,972.25                      401,250.00                                8.1
   11267270                           503.35                       67,000.00                               8.25
   11267324                           440.13                       53,500.00                               9.25
   11267348                           462.47                       55,000.00                                9.5
   11267417                           865.21                      137,600.00                               6.45
   11267439                         1,653.10                      308,750.00                              6.425
   11267449                           368.05                       48,990.00                               8.25
   11267554                           429.58                       50,000.00                               9.75
   11267594                           254.28                       29,000.00                               9.99
   11267628                           650.59                       69,000.00                             10.875
   11267666                           676.53                      112,800.00                                6.7
   11267682                         1,407.37                      208,000.00                               7.75
   11267689                           367.72                       42,800.00                               9.75
   11267745                           493.48                       56,280.00                               9.99
   11267840                         1,322.79                      265,000.00                               5.99
   11267852                           261.62                       28,600.00                               10.5
   11267910                         2,391.46                      360,000.00                              6.985
   11267915                           776.89                       93,750.00                              7.875
   11267974                           209.63                       24,400.00                               9.75
   11268038                           582.94                       79,520.00                               7.99
   11268142                         1,136.54                      156,749.00                              7.875
   11268184                         1,725.27                      266,000.00                               6.75
   11268197                           439.98                       45,300.00                              11.25
   11268230                           716.88                       80,000.00                              10.25
   11268253                         2,408.39                      346,750.00                               7.99
   11268407                         1,708.19                      201,400.00                                9.6
   11268535                           306.07                       36,400.00                                9.5
   11268589                           966.98                      115,000.00                                9.5
   11268594                           431.08                       52,400.00                               9.25
   11268597                         3,695.07                      576,000.00                              7.275
   11268606                         1,584.16                      261,000.00                                6.8
   11268648                         1,157.86                      152,000.00                              8.875
   11268678                         1,330.70                      144,000.00                             10.625
   11268691                           773.17                       82,000.00                             10.875
   11268710                         1,265.34                      178,600.00                              8.175
   11268712                           292.72                       32,000.00                               10.5
   11268756                         1,173.47                      180,000.00                                6.8
   11268765                           279.25                       24,200.00                             11.275
   11268768                           623.70                       84,000.00                              8.125
   11268788                         1,223.98                      136,590.00                              10.25
   11268800                           769.65                      125,000.00                               6.25
   11268832                           476.08                       51,000.00                              10.75
   11268875                           952.34                      148,500.00                               6.64
   11268900                         2,259.75                      340,000.00                               6.99
   11268914                           282.87                       30,000.00                             10.875
   11268931                           462.96                       65,250.00                               7.65
   11268934                         1,895.61                      290,700.00                              7.825
   11268995                           192.90                       22,000.00                               9.99
   11269007                           832.45                       99,000.00                                9.5
   11269057                           922.70                      120,000.00                                8.5
   11269089                           131.52                       15,000.00                               9.99
   11269097                           643.12                       80,000.00                               8.99
   11269301                           280.59                       32,000.00                               9.99
   11269322                           479.32                       52,400.00                               10.5
   11269333                           704.69                       93,800.00                               8.25
   11269391                           386.58                       41,000.00                             10.875
   11269449                           302.88                       38,500.00                               8.75
   11269452                         1,366.81                      240,000.00                              6.275
   11269459                         1,742.19                      234,000.00                               8.65
   11269467                         2,377.10                      435,500.00                               6.55
   11269468                         2,500.30                      455,000.00                               5.99
   11269475                           141.43                       15,000.00                             10.875
   11269478                           254.28                       29,000.00                               9.99
   11269484                           621.42                       85,500.00                                7.9
   11269507                         1,942.82                      380,635.00                              6.125
   11269548                           694.48                      100,800.00                               7.35
   11269568                         1,580.17                      250,000.00                                6.5
   11269571                         1,740.71                      243,750.00                               8.25
   11269572                           384.57                       55,000.00                                7.5
   11269649                           428.84                       51,000.00                                9.5
   11269683                           827.43                      125,000.00                               6.95
   11269688                           506.81                       57,800.00                               9.99
   11269699                         1,178.00                      228,000.00                                6.2
   11269714                           760.35                       88,500.00                               9.75
   11269719                         1,521.74                      213,750.00                              7.685
   11269784                           728.12                       78,000.00                              10.75
   11269810                           727.19                       82,000.00                             10.125
   11269828                           523.00                       65,000.00                                  9
   11269829                           487.52                       55,600.00                               9.99
   11269853                           247.92                       33,000.00                               8.25
   11269855                           430.09                       53,500.00                               8.99
   11269860                         1,599.55                      280,000.00                                6.3
   11269869                         2,890.49                      440,000.00                              6.875
   11269916                           418.03                       52,000.00                               8.99
   11270022                           992.64                      128,800.00                              8.525
   11270101                         1,285.58                      215,000.00                              5.975
   11270120                         1,087.27                      124,000.00                               9.99
   11270212                           270.76                       29,600.00                               10.5
   11270280                           474.04                       72,160.00                              6.875
   11270330                         2,118.36                      275,500.00                                8.5
   11270345                         1,226.42                      216,000.00                                5.5
   11270355                         1,152.78                      195,120.00                              6.575
   11270399                           652.50                       77,600.00                                9.5
   11270404                           442.15                       55,000.00                               8.99
   11270418                           237.12                       28,200.00                                9.5
   11270455                           455.22                       50,800.00                              10.25
   11270456                           644.47                       73,500.00                               9.99
   11270518                         1,162.23                      234,400.00                               5.95
   11270548                           288.16                       34,300.00                               9.49
   11270555                           565.73                       60,000.00                             10.875
   11270564                         1,439.60                      252,000.00                                6.3
   11270705                           421.17                       47,000.00                              10.25
   11270796                           484.42                       63,000.00                                8.5
   11270804                           579.60                       99,000.00                                6.5
   11270856                           131.52                       15,000.00                               9.99
   11270890                           585.43                       64,000.00                               10.5
   11270955                           216.24                       28,783.00                               8.25
   11270978                         1,506.40                      223,250.00                              7.725
   11270980                         2,350.00                      480,000.00                              5.875
   11271011                           222.15                       25,335.00                               9.99
   11271097                         1,018.32                      108,000.00                             10.875
   11271104                         1,660.13                      285,000.00                               6.99
   11271130                         1,515.62                      247,500.00                              6.875
   11271139                           494.69                       61,290.00                              7.525
   11271152                           823.07                       95,800.00                               9.75
   11271155                         1,046.61                      111,000.00                             10.875
   11271159                         1,126.90                      150,000.00                               8.25
   11271215                           527.09                       67,000.00                               8.75
   11271243                           641.96                      100,000.00                               6.65
   11271505                         1,784.40                      283,000.00                              7.125
   11271563                           466.87                       52,100.00                              10.25
   11271596                           471.74                       53,800.00                               9.99
   11271618                         2,127.77                      350,000.00                               6.13
   11271678                         2,695.31                      517,500.00                               6.25
   11271693                           460.70                       56,000.00                               9.25
   11271720                           283.48                       27,580.00                              11.99
   11271750                         2,177.12                      389,500.00                              6.125
   11271768                         2,054.89                      276,000.00                               8.65
   11271795                           525.08                       56,250.00                              10.75
   11271808                           339.94                       35,000.00                              11.25
   11271860                           235.19                       26,800.00                                 10
   11271884                           821.02                       86,281.00                              10.99
   11271885                           859.35                      102,200.00                                9.5
   11271994                         1,934.16                      476,100.00                              4.875
   11272052                           216.81                       27,560.00                               8.75
   11272070                           337.94                       42,000.00                                  9
   11272078                           297.50                       39,600.00                               8.25
   11272107                         2,271.51                      384,000.00                              5.875
   11272117                           367.56                       54,150.00                                7.2
   11272133                           291.38                       30,000.00                              11.25
   11272229                         1,156.70                      200,000.00                                6.4
   11272242                           557.67                       63,600.00                               9.99
   11272266                           452.70                       49,490.00                               10.5
   11272280                           821.46                       88,000.00                              10.75
   11272338                           330.63                       43,500.00                              8.375
   11272359                         1,311.19                      243,000.00                              6.475
   11272385                           171.28                       18,000.00                              10.99
   11272453                         1,559.35                      275,000.00                               6.24
   11272482                         3,021.70                      412,200.00                               7.99
   11272504                           488.42                       51,800.00                             10.875
   11272516                           522.13                       84,800.00                               6.25
   11272547                           824.92                       94,000.00                                 10
   11272564                         1,274.58                      230,000.00                               6.65
   11272583                           671.65                       76,600.00                               9.99
   11272592                         1,681.71                      200,000.00                                9.5
   11272710                         2,777.98                      360,500.00                               8.99
   11272744                           419.55                       61,655.00                              7.225
   11272766                           512.92                       61,000.00                                9.5
   11272819                           312.84                       34,200.00                               10.5
   11272875                         1,382.71                      172,000.00                               8.99
   11272886                           204.48                       23,800.00                               9.75
   11272903                           570.44                       90,250.00                                6.5
   11272923                         1,866.28                      280,800.00                               6.99
   11272973                           336.79                       39,200.00                               9.75
   11272987                           507.76                       80,000.00                               6.54
   11273092                           203.07                       22,200.00                               10.5
   11273097                         2,062.23                      348,000.00                                6.6
   11273099                         1,302.71                      184,500.00                                7.6
   11273142                           299.76                       39,900.00                               8.25
   11273173                           916.55                      122,000.00                               8.25
   11273210                           279.11                       29,900.00                              10.75
   11273229                         1,773.24                      272,000.00                                6.8
   11273243                           713.31                       77,980.00                               10.5
   11273280                         2,793.17                      450,000.00                               6.99
   11273303                         1,060.58                      170,000.00                              6.375
   11273304                           868.89                      135,000.00                              6.675
   11273385                           150.47                       16,792.00                              10.25
   11273404                           163.24                       19,000.00                               9.75
   11273428                           962.50                      200,000.00                              5.775
   11273465                           482.18                       59,980.00                               8.99
   11273503                           369.63                       45,980.00                               8.99
   11273504                           617.45                       67,500.00                               10.5
   11273513                           596.78                       88,200.00                               7.75
   11273583                         1,969.09                      321,500.00                                6.2
   11273665                         1,196.59                      232,000.00                                5.5
   11273733                           348.54                       39,750.00                               9.99
   11273747                         2,329.95                      424,000.00                               5.99
   11273785                           718.56                      109,800.00                              6.838
   11273832                           659.25                       83,800.00                               8.75
   11273844                           827.40                       98,400.00                                9.5
   11273853                           431.38                       58,650.00                              8.025
   11273905                           438.79                       50,000.00                                 10
   11273920                           859.61                      136,000.00                                6.5
   11274068                           498.31                       58,000.00                               9.75
   11274189                         1,663.69                      256,405.00                              7.375
   11274264                         2,245.90                      375,000.00                               5.99
   11274291                           356.84                       37,500.00                              10.99
   11274294                           368.96                       46,900.00                               8.75
   11274350                           170.71                       21,700.00                               8.75
   11274363                         2,607.82                      343,900.00                               8.35
   11274365                         2,080.57                      292,500.00                              7.676
   11274422                           568.19                       64,800.00                               9.99
   11274440                         1,741.04                      237,500.00                               7.99
   11274452                         3,051.01                      468,000.00                                6.8
   11274464                           437.22                       60,300.00                              7.875
   11274532                         1,251.56                      225,000.00                              6.675
   11274619                         3,020.01                      450,000.00                              7.676
   11274645                           504.08                       54,000.00                              10.75
   11274679                           776.70                       97,400.00                                8.9
   11274741                         1,274.80                      240,000.00                              5.725
   11274770                           465.66                       54,200.00                               9.75
   11274783                           280.59                       32,000.00                               9.99
   11274823                         2,425.90                      365,000.00                               6.99
   11274831                         1,277.08                      218,400.00                               6.49
   11274833                           553.62                       57,000.00                              11.25
   11274848                         1,680.66                      296,000.00                                5.5
   11274980                         1,582.80                      255,000.00                               6.99
   11275035                         1,631.20                      173,000.00                             10.875
   11275163                           242.49                       27,655.00                               9.99
   11275190                         1,825.42                      337,000.00                                6.5
   11275234                           616.50                       59,980.00                              11.99
   11275235                           464.72                       53,000.00                               9.99
   11275280                           227.98                       26,000.00                               9.99
   11275420                         1,852.11                      290,000.00                                6.6
   11275472                           455.95                       52,000.00                               9.99
   11275547                           647.77                       68,700.00                             10.875
   11275568                           381.42                       43,500.00                               9.99
   11275594                         1,136.16                      199,500.00                              6.275
   11275645                         2,421.40                      328,000.00                              6.375
   11275660                         1,703.63                      315,000.00                               6.49
   11275713                         1,576.55                      250,000.00                              6.478
   11275721                           365.90                       40,000.00                               10.5
   11275748                           496.07                       72,900.00                              7.225
   11275772                         1,155.80                      119,000.00                              11.25
   11275780                           504.89                       78,850.00                              6.625
   11275796                         1,325.02                      215,200.00                               6.25
   11275834                           287.94                       35,000.00                               9.25
   11275855                           290.57                       33,000.00                              10.04
   11275902                           414.87                       44,000.00                             10.875
   11275914                           180.63                       20,600.00                               9.99
   11276038                           999.96                      131,867.00                               8.35
   11276075                           512.75                       60,980.00                                9.5
   11276138                         2,207.57                      368,600.00                               5.99
   11276214                         1,280.64                      140,000.00                               10.5
   11276226                           586.86                       79,980.00                                  8
   11276430                           140.02                       15,000.00                              10.75
   11276480                           964.68                      120,000.00                               8.99
   11276512                           835.81                       99,400.00                                9.5
   11276517                           803.95                       92,000.00                               6.55
   11276594                           901.40                      107,200.00                                9.5
   11276677                           429.81                       68,000.00                                6.5
   11276876                           699.92                       74,980.00                              10.75
   11276888                           603.58                       63,380.00                                 11
   11276889                         1,662.70                      284,000.00                                6.5
   11276954                           907.50                      193,600.00                              5.625
   11276957                         3,911.14                      784,000.00                               5.25
   11277052                           289.35                       33,000.00                               9.99
   11277153                           520.84                       59,400.00                               9.99
   11277228                         1,595.67                      232,750.00                                7.3
   11277346                           833.90                      106,000.00                               8.75
   11277488                           904.71                      115,000.00                               8.75
   11277620                           480.33                       54,780.00                               9.99
   11277734                         3,062.49                      465,000.00                                6.9
   11277833                         1,009.03                      120,000.00                                9.5
   11277846                           533.40                       71,000.00                               8.25
   11277930                           777.62                      117,000.00                               6.99
   11277965                         2,601.47                      395,000.00                                6.9
   11278083                           637.23                       81,000.00                               8.75
   11278149                           421.67                       53,600.00                               8.75
   11278247                         1,304.03                      198,000.00                                6.9
   11278253                           430.59                       56,000.00                                8.5
   11278284                         1,178.11                      155,000.00                              8.375
   11278315                           795.82                       87,000.00                               10.5
   11278387                           903.02                      120,200.00                               8.25
   11278423                         3,225.46                      548,260.00                               6.54
   11278474                           180.45                       20,580.00                               9.99
   11278550                           730.23                       83,280.00                               9.99
   11278599                         1,110.49                      178,000.00                              6.375
   11278664                           619.01                       77,000.00                               8.99
   11278688                           207.16                       24,112.00                               9.75
   11278697                           199.91                       22,799.00                               9.99
   11278748                           801.01                      138,500.00                                6.4
   11278860                         1,143.21                      193,500.00                              6.575
   11278884                         1,277.15                      170,000.00                               8.25
   11278892                         1,216.72                      243,750.00                               5.99
   11278893                           999.46                      106,000.00                             10.875
   11278894                         1,199.10                      200,000.00                                  6
   11278906                           313.20                       34,980.00                              10.24
   11279012                           296.37                       33,800.00                               9.99
   11279019                         1,541.54                      162,000.00                              10.99
   11279040                         2,742.71                      412,250.00                                  7
   11279054                           903.14                      103,000.00                               9.99
   11279120                           682.18                       77,800.00                               9.99
   11279126                           452.59                       48,000.00                             10.875
   11279182                         1,511.15                      247,500.00                               6.85
   11279268                           145.69                       15,000.00                              11.25
   11279377                           611.72                       71,200.00                               9.75
   11279825                           131.52                       15,000.00                               9.99
   11279872                         1,587.83                      256,500.00                              6.301
   11279883                           565.11                       54,980.00                              11.99
   11279898                           786.68                       86,000.00                               10.5
   11279901                           342.31                       38,200.00                              10.25
   11280134                           488.32                       65,000.00                               8.25
   11280291                         2,116.12                      285,000.00                              8.125
   11280488                         1,403.32                      189,000.00                              8.125
   11280616                         1,055.87                      160,000.00                              7.525
   11280662                           149.39                       20,360.00                                  8
   11280702                           498.62                       52,400.00                              10.99
   11280733                         1,088.54                      119,000.00                               10.5
   11280747                         1,038.16                      160,000.00                              7.375
   11280792                           935.25                      174,000.00                               6.45
   11280843                           321.63                       33,800.00                              10.99
   11280904                           514.36                       57,400.00                              10.25
   11280973                           245.51                       28,000.00                               9.99
   11281009                         1,197.82                      200,000.00                               5.99
   11281014                         1,069.91                      136,000.00                               8.75
   11281030                           210.44                       24,000.00                               9.99
   11281039                           336.48                       37,580.00                              10.24
   11281121                           341.96                       39,000.00                               9.99
   11281193                           514.75                       51,980.00                               11.5
   11281206                           368.20                       34,500.00                               12.5
   11281367                           435.73                       58,000.00                               8.25
   11281435                           212.84                       24,274.00                               9.99
   11281474                           721.18                      112,050.00                              6.675
   11281522                           539.70                       59,000.00                               10.5
   11281723                         2,835.87                      435,000.00                                6.8
   11281757                           229.22                       23,600.00                              11.25
   11281825                           548.84                       60,000.00                               10.5
   11281886                           507.10                       67,500.00                               8.25
   11281965                           383.45                       51,040.00                               8.25
   11282002                           237.62                       27,100.00                               9.99
   11282005                         1,264.14                      200,000.00                                6.5
   11282125                           714.71                       75,800.00                             10.875
   11282202                         1,089.34                      145,000.00                               8.25
   11282234                           752.42                       70,500.00                               12.5
   11282269                         2,246.70                      342,000.00                              6.875
   11282311                           270.71                       29,000.00                              10.75
   11282326                           332.32                       35,600.00                              10.75
   11282447                           706.32                       84,000.00                                9.5
   11282617                           806.49                       90,000.00                              10.25
   11282642                         1,908.31                      301,915.00                                6.5
   11282649                           283.00                       34,400.00                               9.25
   11282699                           392.66                       48,800.00                                  9
   11282735                           444.85                       61,500.00                               7.85
   11283014                           305.52                       33,400.00                               10.5
   11283031                           358.28                       39,200.00                              10.49
   11283079                           469.20                       55,800.00                                9.5
   11283183                         1,505.66                      225,000.00                               7.65
   11283396                         1,008.36                      115,000.00                               9.99
   11283405                           619.04                       82,400.00                               8.25
   11283525                         2,715.06                      398,000.00                               7.25
   11283544                           470.88                       56,000.00                                9.5
   11283547                         1,791.08                      280,000.00                               7.25
   11283606                           548.90                       62,600.00                               9.99
   11283615                         1,797.40                      308,000.00                               5.75
   11283642                         1,381.35                      200,000.00                              7.375
   11283707                           451.96                       43,130.00                              12.25
   11283930                           700.96                       99,275.00                                7.6
   11284089                           543.35                       50,000.00                              12.75
   11284170                           694.66                       77,200.00                               10.3
   11284237                           605.42                       72,000.00                                9.5
   11284690                         1,347.54                      225,000.00                               5.99
   11284803                         1,937.52                      337,500.00                                5.6
   11284832                         1,065.47                      113,000.00                             10.875
   11284917                         2,341.82                      345,000.00                                7.2
   11285032                         1,851.02                      306,375.00                               7.25
   11285050                           269.31                       27,195.00                               11.5
   11285143                           219.45                       23,990.00                               10.5
   11285532                         1,309.24                      182,750.00                               7.75
   11285983

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GE-WMC MORTGAGE SECURITIES, L.L.C. Depositor LITTON LOAN SERVICING LP Servicer and THE BANK OF NEW YORK Trustee and Supplemental Interest Trustee POOLING AND SERVICING AGREEMENT Dated as of September 1, 2005 Asset-Backed Pass-Through Certificates...

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