Common use of Deutsche Bank National Trust Company Clause in Contracts

Deutsche Bank National Trust Company. By: --------------------------------------- Name: Title: EXHIBIT F-3 FORM OF RECEIPT OF MORTGAGE NOTE Financial Asset Securities Corp. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: Soundivew Home Loan Trust 2004-WMC1, Asset-Backed Certificates Series 2004-WMC1 ------------------------------------------ Ladies and Gentlemen: Pursuant to Section 2.01 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of December 1, 2004 among Financial Asset Securities Corp., as Depositor, Saxon Mortgage Services, Inc., as Servicer and Deutsche Bank National Trust Company, as Trustee, we hereby acknowledge the receipt of the original Mortgage Notes (a copy of which is attached hereto as Exhibit 1) with any exceptions thereto listed on Exhibit 2. DEUTSCHE BANK NATIONAL TRUST COMPANY By: ------------------------------------- Name: Title: EXHIBIT G [RESERVED] EXHIBIT H FORM OF LOST NOTE AFFIDAVIT Personally appeared before me the undersigned authority to administer oaths, __________________ who first being duly sworn deposes and says: Deponent is __________________________ of ____________________________, successor by merger to _________________________ ("Seller") and who has personal knowledge of the facts set out in this affidavit. On _________________________________, _________________________________ did execute and deliver a promissory note in the principal amount of $____________________. That said note has been misplaced or lost through causes unknown and is presently lost and unavailable after diligent search has been made. Seller's records show that an amount of principal and interest on said note is still presently outstanding, due, and unpaid, and Seller is still owner and holder in due course of said lost note. Seller executes this Affidavit for the purpose of inducing Deutsche Bank National Trust Company, as trustee on behalf of Soundview Home Loan Trust 2004-WMC1, Asset-Backed Certificates Series 2004-WMC1, to accept the transfer of the above described loan from Seller. Seller agrees to indemnify Deutsche Bank National Trust Company and Financial Asset Securities Corp. harmless for any losses incurred by such parties resulting from the above described promissory note has been lost or misplaced. By: _______________________ _______________________ STATE OF ) ) SS: COUNTY OF ) On this ______ day of ______________, 20_, before me, a Notary Public, in and for said County and State, appeared , who acknowledged the extension of the foregoing and who, having been duly sworn, states that any representations therein contained are true. Witness my hand and Notarial Seal this _________ day of 20__. _______________________ _______________________ My commission expires __________________________. EXHIBIT I FORM OF LIMITED POWER OF ATTORNEY

Deutsche Bank National Trust Company. By: --------------------------------------- --------------------------------- Name: Title: EXHIBIT F-2 FORM OF TRUSTEE'S FINAL CERTIFICATION ---------------- [Date] Financial Asset Securities Corp. Saxon Mortgage Services, Inc. 600 Xxxxxxxxx Xxxx 4000 Xxxxxxxxxx Xxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Fxxx Xxxxx, XX 00000-0000 Re: Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of August 1, 2004 among Financial Asset Securities Corp., as Depositor, Saxon Mortgage Services, Inc., as Servicer and Deutsche Bank National Trust Company, as Trustee with respect to Meritage Mortgage Loan Trust 2004-2, Asset-Backed Certificates, Series 2004-2 ----------------------------------------------------- Ladies and Gentlemen: In accordance with Section 2.02 of the 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 Schedule I hereto) it (or its custodian) has received the applicable documents listed in Section 2.01 of the Pooling and Servicing Agreement. The undersigned hereby certifies that as to each Mortgage Loan identified on the Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I hereto, it has reviewed the documents listed above and has determined that each such document appears to be complete and, based on an examination of such documents, the information set forth in items 1, 3, 10, 11 and 15 of the definition of Mortgage Loan Schedule in the Pooling and Servicing Agreement accurately reflects information in the Mortgage File. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. This Certificate is qualified in all respects by the terms of said Pooling and Servicing Agreement. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: ------------------------------------- Name: Title: EXHIBIT F-3 FORM OF RECEIPT OF MORTGAGE NOTE Financial Asset Securities Corp. 000 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: Soundivew Home Meritage Mortgage Loan Trust 2004-WMC12, Asset-Backed Certificates Series 2004-WMC1 ------------------------------------------ 2 --------------------------------------- Ladies and Gentlemen: Pursuant to Section 2.01 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of December August 1, 2004 among Financial Asset Securities Corp., as Depositor, Saxon Mortgage Services, Inc., as Servicer and Deutsche Bank National Trust Company, as Trustee, we hereby acknowledge the receipt of the original Mortgage Notes (a copy of which is attached hereto as Exhibit 1) with any exceptions thereto listed on Exhibit 2. DEUTSCHE BANK NATIONAL TRUST COMPANY COMPANY, as Trustee By: ------------------------------------- Name: Title: EXHIBIT G [RESERVED] EXHIBIT H FORM OF LOST NOTE AFFIDAVIT Personally appeared before me the undersigned authority to administer oathsANNUAL STATEMENT AS TO COMPLIANCE Meritage Mortgage Loan Trust 2004-2 Asset-Backed Certificates, Series 2004-2 I, __________________ who first being ____, hereby certify that I am a duly sworn deposes and says: Deponent is appointed __________________________ of ____________________________Saxon Mortgage Services, successor by merger to _________________________ Inc. (the "SellerServicer") and who has personal knowledge of the facts set out in this affidavit. On _________________________________, _________________________________ did execute and deliver a promissory note in the principal amount of $____________________. That said note has been misplaced or lost through causes unknown and is presently lost and unavailable after diligent search has been made. Seller's records show that an amount of principal and interest on said note is still presently outstanding, due), and unpaid, and Seller is still owner and holder in due course of said lost note. Seller executes this Affidavit for the purpose of inducing Deutsche Bank National Trust Company, further certify as trustee on behalf of Soundview Home Loan Trust 2004-WMC1, Asset-Backed Certificates Series 2004-WMC1, to accept the transfer of the above described loan from Seller. Seller agrees to indemnify Deutsche Bank National Trust Company and Financial Asset Securities Corp. harmless for any losses incurred by such parties resulting from the above described promissory note has been lost or misplaced. By: _______________________ _______________________ STATE OF ) ) SS: COUNTY OF ) On this ______ day of ______________, 20_, before me, a Notary Public, in and for said County and State, appeared , who acknowledged the extension of the foregoing and who, having been duly sworn, states that any representations therein contained are true. Witness my hand and Notarial Seal this _________ day of 20__. _______________________ _______________________ My commission expires __________________________. EXHIBIT I FORM OF LIMITED POWER OF ATTORNEYfollows:

Deutsche Bank National Trust Company. By: --------------------------------------- ------------------------------------- Name: Title: EXHIBIT F-3 FORM OF RECEIPT OF MORTGAGE NOTE Financial Asset Securities Corp. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: Soundivew Fremont Home Loan Trust 20042005-WMC11, Asset-Backed Certificates Series 20042005-WMC1 ------------------------------------------ 1 --------------------------------------- Ladies and Gentlemen: Pursuant to Section 2.01 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of December March 1, 2004 2005 among Financial Asset Securities Corp., as Depositor, Saxon Mortgage Services, Inc.Xxxxxx Loan Servicing LP, as Servicer and Deutsche Bank National Trust Company, as Trustee, we hereby acknowledge the receipt of the original Mortgage Notes (a copy of which is attached hereto as Exhibit 1) with any exceptions thereto listed on Exhibit 2. DEUTSCHE BANK NATIONAL TRUST COMPANY By: ------------------------------------- ------------------------------------ Name: Title: EXHIBIT G [RESERVED] EXHIBIT H FORM OF LOST NOTE AFFIDAVIT Personally appeared before me the undersigned authority to administer oaths, __________________ who first being duly sworn deposes and says: Deponent is __________________________ of ____________________________, successor by merger to _________________________ ("Seller") and who has personal knowledge of the facts set out in this affidavit. On _________________________________, _________________________________ did execute and deliver a promissory note in the principal amount of $____________________. That said note has been misplaced or lost through causes unknown and is presently lost and unavailable after diligent search has been made. Seller's records show that an amount of principal and interest on said note is still presently outstanding, due, and unpaid, and Seller is still owner and holder in due course of said lost note. Seller executes this Affidavit for the purpose of inducing Deutsche Bank National Trust Company, as trustee on behalf of Soundview Fremont Home Loan Trust 20042005-WMC11, Asset-Backed Certificates Series 20042005-WMC11, to accept the transfer of the above described loan from Seller. Seller agrees to indemnify Deutsche Bank National Trust Company and Financial Asset Securities Corp. harmless for any losses incurred by such parties resulting from the above described promissory note has been lost or misplaced. By: _______________________ _______________________ STATE OF ) ) SS: COUNTY OF ) On this ______ day of ______________, 20_, before me, a Notary Public, in and for said County and State, appeared , who acknowledged the extension of the foregoing and who, having been duly sworn, states that any representations therein contained are true. Witness my hand and Notarial Seal this _________ day of 20__. ____________________________ ____________________________ My commission expires __________________________. EXHIBIT I FORM OF LIMITED POWER OF ATTORNEY

Deutsche Bank National Trust Company. By: --------------------------------------- ------------------------------------- Name: Title: EXHIBIT F-2 FORM OF TRUSTEE'S FINAL CERTIFICATION ---------------- [Date] Financial Asset Securities Corp. Saxon Mortgage Services, Inc. 000 Xxxxxxxxx Xxxx 0000 Xxxxxxxxxx Xxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Xxxx Xxxxx, XX 00000-0000 Re: Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of January 1, 2005 among Financial Asset Securities Corp., as Depositor, Saxon Mortgage Services, Inc., as Servicer and Deutsche Bank National Trust Company, as Trustee with respect to Meritage Mortgage Loan Trust 2005-1, Asset-Backed Certificates, Series 2005-1 ----------------------------------------------------------------- Ladies and Gentlemen: In accordance with Section 2.02 of the 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 Schedule I hereto) it (or its custodian) has received the applicable documents listed in Section 2.01 of the Pooling and Servicing Agreement. The undersigned hereby certifies that as to each Mortgage Loan identified on the Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I hereto, it has reviewed the documents listed above and has determined that each such document appears to be complete and, based on an examination of such documents, the information set forth in items 1, 3, 10, 11 and 15 of the definition of Mortgage Loan Schedule in the Pooling and Servicing Agreement accurately reflects information in the Mortgage File. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. This Certificate is qualified in all respects by the terms of said Pooling and Servicing Agreement. DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee By: --------------------------------------------- Name: ------------------------------------------- Title: ----------------------------------------- EXHIBIT F-3 FORM OF RECEIPT OF MORTGAGE NOTE Financial Asset Securities Corp. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: Soundivew Home Meritage Mortgage Loan Trust 20042005-WMC11, Asset-Backed Certificates Series 20042005-WMC1 ------------------------------------------ 1 --------------------------------------- Ladies and Gentlemen: Pursuant to Section 2.01 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of December January 1, 2004 2005 among Financial Asset Securities Corp., as Depositor, Saxon Mortgage Services, Inc., as Servicer and Deutsche Bank National Trust Company, as Trustee, we hereby acknowledge the receipt of the original Mortgage Notes (a copy of which is attached hereto as Exhibit 1) with any exceptions thereto listed on Exhibit 2. DEUTSCHE BANK NATIONAL TRUST COMPANY COMPANY, as Trustee By: ------------------------------------- Name: Title: EXHIBIT G [RESERVED] EXHIBIT H FORM OF LOST NOTE AFFIDAVIT Personally appeared before me the undersigned authority to administer oathsANNUAL STATEMENT AS TO COMPLIANCE Meritage Mortgage Loan Trust 2005-1 Asset-Backed Certificates, Series 2005-1 I, __________________ who first being ____, hereby certify that I am a duly sworn deposes and says: Deponent is appointed __________________________ of ____________________________Saxon Mortgage Services, successor by merger to _________________________ Inc. (the "SellerServicer") and who has personal knowledge of the facts set out in this affidavit. On _________________________________, _________________________________ did execute and deliver a promissory note in the principal amount of $____________________. That said note has been misplaced or lost through causes unknown and is presently lost and unavailable after diligent search has been made. Seller's records show that an amount of principal and interest on said note is still presently outstanding, due), and unpaid, and Seller is still owner and holder in due course of said lost note. Seller executes this Affidavit for the purpose of inducing Deutsche Bank National Trust Company, further certify as trustee on behalf of Soundview Home Loan Trust 2004-WMC1, Asset-Backed Certificates Series 2004-WMC1, to accept the transfer of the above described loan from Seller. Seller agrees to indemnify Deutsche Bank National Trust Company and Financial Asset Securities Corp. harmless for any losses incurred by such parties resulting from the above described promissory note has been lost or misplaced. By: _______________________ _______________________ STATE OF ) ) SS: COUNTY OF ) On this ______ day of ______________, 20_, before me, a Notary Public, in and for said County and State, appeared , who acknowledged the extension of the foregoing and who, having been duly sworn, states that any representations therein contained are true. Witness my hand and Notarial Seal this _________ day of 20__. _______________________ _______________________ My commission expires __________________________. EXHIBIT I FORM OF LIMITED POWER OF ATTORNEYfollows:

Deutsche Bank National Trust Company. By: --------------------------------------- ------------------------------ Name: Title: EXHIBIT F-3 FORM OF RECEIPT OF MORTGAGE NOTE Financial Asset Securities Corp. 000 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: Soundivew Home Finance America Mortgage Loan Trust 20042003-WMC11, Asset-Backed Certificates Series 20042003-WMC1 ------------------------------------------ 1 Ladies and Gentlemen: Pursuant to Section 2.01 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of December November 1, 2004 2003 among Financial Asset Securities Corp., as Depositor, Saxon Mortgage Services, Inc.Lxxxxx Loan Servicing LP, as Servicer and Deutsche Bank National Trust Company, as Trustee, we hereby acknowledge the receipt of the original Mortgage Notes (a copy of which is attached hereto as Exhibit 1) with any exceptions thereto listed on Exhibit 2. DEUTSCHE BANK NATIONAL TRUST COMPANY By: ------------------------------------- ------------------------------ Name: Title: EXHIBIT G [RESERVED] EXHIBIT H FORM OF LOST NOTE AFFIDAVIT Personally appeared before me the undersigned authority to administer oaths, __________________ who first being duly sworn deposes and says: Deponent is __________________________ of ____________________________, successor by merger to _________________________ ("Seller") and who has personal knowledge of the facts set out in this affidavit. On _________________________________, _________________________________ did execute and deliver a promissory note in the principal amount of $________$ ____________. That said note has been misplaced or lost through causes unknown and is presently lost and unavailable after diligent search has been made. Seller's records show that an amount of principal and interest on said note is still presently outstanding, due, and unpaid, and Seller is still owner and holder in due course of said lost note. Seller executes this Affidavit for the purpose of inducing Deutsche Bank National Trust Company, as trustee on behalf of Soundview Home Finance America Mortgage Loan Trust 20042003-WMC11, Asset-Backed Certificates Series 20042003-WMC11, to accept the transfer of the above described loan from Seller. Seller agrees to indemnify Deutsche Bank National Trust Company and Financial Asset Securities Corp. harmless for any losses incurred by such parties resulting from the above described promissory note has been lost or misplaced. By: _______________________ _______________________ STATE OF ) ) SS: COUNTY OF ) On this ______ day of ______________, 20_, before me, a Notary Public, in and for said County and State, appeared , who acknowledged the extension of the foregoing and who, having been duly sworn, states that any representations therein contained are true. Witness my hand and Notarial Seal this _________ day of 20__. ____________________________ ____________________________ My commission expires __________________________. EXHIBIT I FORM OF LIMITED POWER OF ATTORNEY

Deutsche Bank National Trust Company. By: --------------------------------------- ------------------------------- Name: Title: EXHIBIT F-3 FORM OF RECEIPT OF MORTGAGE NOTE Financial Asset Securities Corp. 000 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: Soundivew Home Loan Trust 20042005-WMC1A, Asset-Backed Certificates Series 20042005-WMC1 ------------------------------------------ A --------------------------------------- Ladies and Gentlemen: Pursuant to Section 2.01 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of December June 1, 2004 2005 among Financial Asset Securities Corp., as Depositor, Saxon Countrywide Home Loans Servicing LP and GMAC Mortgage Services, Inc., Corporation as Servicer Servicers and Deutsche Bank National Trust Company, as Trustee, we hereby acknowledge the receipt of the original Mortgage Notes (a copy of which is attached hereto as Exhibit 1) with any exceptions thereto listed on Exhibit 2. DEUTSCHE BANK NATIONAL TRUST COMPANY By: ------------------------------------- ------------------------------- Name: Title: EXHIBIT G [RESERVED] EXHIBIT H FORM OF LOST NOTE AFFIDAVIT Personally appeared before me the undersigned authority to administer oaths, __________________ who first being duly sworn deposes and says: Deponent is __________________________ of ____________________________, successor by merger to _________________________ ("Seller") and who has personal knowledge of the facts set out in this affidavit. On _________________________________, _________________________________ did execute and deliver a promissory note in the principal amount of $____________________. That said note has been misplaced or lost through causes unknown and is presently lost and unavailable after diligent search has been made. Seller's records show that an amount of principal and interest on said note is still presently outstanding, due, and unpaid, and Seller is still owner and holder in due course of said lost note. Seller executes this Affidavit for the purpose of inducing Deutsche Bank National Trust Company, as trustee on behalf of Soundview Home Loan Trust 20042005-WMC1A, Asset-Backed Certificates Series 20042005-WMC1A, to accept the transfer of the above described loan from Seller. Seller agrees to indemnify Deutsche Bank National Trust Company and Financial Asset Securities Corp. harmless for any losses incurred by such parties resulting from the above described promissory note has been lost or misplaced. By: _______________________ _______________________ --------------------------- --------------------------- STATE OF ) ) SS: COUNTY OF ) On this ______ day of ______________, 20_, before me, a Notary Public, in and for said County and State, appeared , who acknowledged the extension of the foregoing and who, having been duly sworn, states that any representations therein contained are true. Witness my hand and Notarial Seal this _________ day of 20__. _______________________ _______________________ ------------------------------- ------------------------------- My commission expires __________________________. EXHIBIT I Charged Off Loan Data Report EXHIBIT J FORM OF LIMITED POWER INVESTMENT LETTER [NON-RULE 144A] [DATE] Financial Asset Securities Corp. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Deutsche Bank National Trust Company Re: Soundview Home Loan Trust 2005-A, Asset-Backed Certificates Series 2005-A --------------------------------------- Ladies and Gentlemen: In connection with our acquisition of the above-captioned Certificates, we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we are an "accredited investor," as defined in Regulation D under the Act, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (d) we are not an employee benefit plan that is subject to the Employee Retirement Income Security Act of 1974, as amended, or a plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any such plan, (e) we are acquiring the Certificates for investment for our own account and not with a view to any distribution of such Certificates (but without prejudice to our right at all times to sell or otherwise dispose of the Certificates in accordance with clause (g) below), (f) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, or taken any other action which would result in a violation of Section 5 of the Act, and (g) we will not sell, transfer or otherwise dispose of any Certificates unless (1) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Act or is exempt from such registration requirements, and if requested, we will at our expense provide an opinion of counsel satisfactory to the addressees of this Certificate that such sale, transfer or other disposition may be made pursuant to an exemption from the Act, (2) the purchaser or transferee of such Certificate has executed and delivered to you a certificate to substantially the same effect as this certificate, and (3) the purchaser or transferee has otherwise complied with any conditions for transfer set forth in the Pooling and Servicing Agreement. Very truly yours, [NAME OF ATTORNEYTRANSFEREE] ------------------------------ Authorized Officer FORM OF RULE 144A INVESTMENT LETTER [DATE] Financial Asset Securities Corp. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Deutsche Bank National Trust Company 1000 Xxxx Xx. Xxxxxx Xxxxx Santa Ana, California 92705-4934 Re: Soundview Home Loan Trust 2005-A, Asset-Backed Certificates Series 2005-A --------------------------------------- Ladies and Gentlemen: In connection with our acquisition of the above Certificates we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the "Act"), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (c) we are not an employee benefit plan that is subject to the Employee Retirement Income Security Act of 1974, as amended, or a plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any such plan, (d) we have not, nor has anyone acting on our behalf offered, transferred, pledged, sold or otherwise disposed of the Certificates, any interest in the Certificates or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Certificates, any interest in the Certificates or any other similar security from, or otherwise approached or negotiated with respect to the Certificates, any interest in the Certificates or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in such manner with respect to the Certificates, (e) we are a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. We are aware that the sale to us is being made in reliance on Rule 144A. We are acquiring the Certificates for our own account or for resale pursuant to Rule 144A and further, understand that such Certificates may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act. Very truly yours, [NAME OF TRANSFEREE] ------------------------------ Authorized Officer ANNEX 1 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Transferees Other Than Registered Investment Companies] The undersigned (the "Buyer") hereby certifies as follows to the parties listed in the Rule 144A Transferee Certificate to which this certification relates with respect to the Certificates described therein:

Deutsche Bank National Trust Company. By: --------------------------------------- -------------------------------------- Name: Title: EXHIBIT F-3 FORM OF RECEIPT OF MORTGAGE NOTE Financial Asset Securities Corp. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 Re: Soundivew Home Loan Trust 20042005-WMC1DO1, AssetASSET-Backed Certificates Series 2004BACKED CERTIFICATES SERIES 2005-WMC1 ------------------------------------------ DO1 Ladies and Gentlemen: Pursuant to Section 2.01 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of December 1May 15, 2004 2005 among Financial Asset Securities Corp., as Depositor, Saxon Mortgage Services, Inc., Countrywide Home Loans Servicing LP as Servicer servicer and Deutsche Bank National Trust Company, as Trustee, we hereby acknowledge the receipt of the original Mortgage Notes (a copy of which is attached hereto as Exhibit 1) with any exceptions thereto listed on Exhibit 2. DEUTSCHE BANK NATIONAL TRUST COMPANY By: ------------------------------------- -------------------------------------- Name: Title: EXHIBIT G [RESERVED] FORM OF CUSTODIAL AGREEMENT EXHIBIT H FORM OF LOST NOTE AFFIDAVIT Personally appeared before me the undersigned authority to administer oaths, __________________ who first being duly sworn deposes and says: Deponent is __________________________ of ____________________________, successor by merger to _________________________ ("Seller") and who has personal knowledge of the facts set out in this affidavit. On _________________________________, _________________________________ did execute and deliver a promissory note in the principal amount of $____________________. That said note has been misplaced or lost through causes unknown and is presently lost and unavailable after diligent search has been made. Seller's records show that an amount of principal and interest on said note is still presently outstanding, due, and unpaid, and Seller is still owner and holder in due course of said lost note. Seller executes this Affidavit for the purpose of inducing Deutsche Bank National Trust Company, as trustee on behalf of Soundview Home Loan Trust 20042005-WMC1DO1, Asset-Backed Certificates Series 20042005-WMC1DO1, to accept the transfer of the above described loan from Seller. Seller agrees to indemnify Deutsche Bank National Trust Company and Financial Asset Securities Corp. harmless for any losses incurred by such parties resulting from the above described promissory note has been lost or misplaced. By: ____________________________ ____________________________ STATE OF ) ) SS: COUNTY OF ) On this ______ day of ______________, 20_, before me, a Notary Public, in and for said County and State, appeared , who acknowledged the extension of the foregoing and who, having been duly sworn, states that any representations therein contained are true. Witness my hand and Notarial Seal this _________ day of 20__. ____________________________ ____________________________ My commission expires _______________________________. EXHIBIT I FORM OF LIMITED POWER OF ATTORNEY