FINANCIAL ASSET SECURITIES CORP.,
Depositor
WELLS FARGO BANK, N.A.
Servicer
(Effective January 1, 2007 and February 1, 2007)
and
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 2006
___________________________
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates, Series 2006-3
TABLE OF CONTENTS
ARTICLE I DEFINITIONS
SECTION 1.01 Defined Terms.
SECTION 1.02 Accounting.
SECTION 1.03 Allocation of Certain Interest Shortfalls.
SECTION 1.04 Rights of the NIMS Insurer.
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01 Conveyance of Mortgage Loans.
SECTION 2.02 Acceptance by Trustee.
SECTION 2.03 Repurchase or Substitution of Mortgage Loans by the Originator or the Seller.
SECTION 2.04 Intentionally Omitted.
SECTION 2.05 Representations, Warranties and Covenants of the Servicer.
SECTION 2.06 Representations and Warranties of the Depositor.
SECTION 2.07 Issuance of Certificates.
SECTION 2.08 Conveyance of Subsequent Mortgage Loans
SECTION 2.09 Acceptance of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6 and REMIC 7 by the Trustee; Conveyance of REMIC Regular Interests; Issuance of Certificates.
ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
SECTION 3.01 Servicer to Act as Servicer.
SECTION 3.02 Sub-Servicing Agreements Between Servicer and Sub-Servicers; Subcontractors.
SECTION 3.03 Successor Sub-Servicers.
SECTION 3.04 Liability of the Servicer.
SECTION 3.05 No Contractual Relationship Between Sub-Servicers and the Trustee or Certificateholders.
SECTION 3.06 Assumption or Termination of Sub-Servicing Agreements.
SECTION 3.07 Collection of Certain Mortgage Loan Payments.
SECTION 3.08 Sub-Servicing Accounts.
SECTION 3.09 Collection of Taxes, Assessments and Similar Items; Servicing Accounts.
SECTION 3.10 Collection Account.
SECTION 3.11 Withdrawals from the Collection Account.
SECTION 3.12 Investment of Funds in the Collection Account, the Pre-Funding Accounts and the Interest Coverage Accounts.
SECTION 3.13 [Reserved].
SECTION 3.14 Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage.
SECTION 3.15 Enforcement of Due-On-Sale Clauses; Assumption Agreements.
SECTION 3.16 Realization Upon Defaulted Mortgage Loans.
SECTION 3.17 Trustee to Cooperate; Release of Mortgage Files.
SECTION 3.18 Servicing Compensation.
SECTION 3.19 Reports; Collection Account Statements.
SECTION 3.20 Statement as to Compliance.
SECTION 3.21 Assessments of Compliance and Attestation Reports.
SECTION 3.22 Remedies Regarding Statements as to Compliance, Assessments of Compliance and Attestation Reports.
SECTION 3.23 Access to Certain Documentation.
SECTION 3.24 Title, Management and Disposition of REO Property.
SECTION 3.25 Obligations of the Servicer in Respect of Prepayment Interest Shortfalls.
SECTION 3.26 Obligations of the Servicer in Respect of Monthly Payments.
SECTION 3.27 Advance Facility
ARTICLE IV FLOW OF FUNDS
SECTION 4.01 Distributions.
SECTION 4.02 [Reserved].
SECTION 4.03 Statements.
SECTION 4.04 Remittance Reports; Advances.
SECTION 4.05 Swap Account.
SECTION 4.06 Tax Treatment of Swap Payments and Swap Termination Payments.
SECTION 4.07 Commission Reporting.
SECTION 4.08 Net WAC Rate Carryover Reserve Account.
SECTION 4.09 Distributions on the REMIC Regular Interests.
SECTION 4.10 Allocation of Realized Losses.
SECTION 4.11 Pre-Funding Accounts.
SECTION 4.12 Interest Coverage Accounts.
SECTION 4.13 Cap Account.
ARTICLE V THE CERTIFICATES
SECTION 5.01 The Certificates.
SECTION 5.02 Registration of Transfer and Exchange of Certificates.
SECTION 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.
SECTION 5.04 Persons Deemed Owners.
SECTION 5.05 Appointment of Paying Agent.
ARTICLE VI THE SERVICER, THE DEPOSITOR AND THE CREDIT RISK MANAGER
SECTION 6.01 Liability of the Servicer and the Depositor.
SECTION 6.02 Merger or Consolidation of, or Assumption of the Obligations of, the Servicer or the Depositor.
SECTION 6.03 Limitation on Liability of the Servicer and Others.
SECTION 6.04 Servicer Not to Resign.
SECTION 6.05 Delegation of Duties.
SECTION 6.06 [Reserved].
SECTION 6.07 Inspection.
SECTION 6.08 Credit Risk Manager.
SECTION 6.09 Limitation Upon Liability of the Credit Risk Manager.
SECTION 6.10 Removal of the Credit Risk Manager.
ARTICLE VII DEFAULT
SECTION 7.01 Servicer Events of Termination.
SECTION 7.02 Trustee to Act; Appointment of Successor.
SECTION 7.03 Waiver of Defaults.
SECTION 7.04 Notification to Certificateholders.
SECTION 7.05 Survivability of Servicer Liabilities.
ARTICLE VIII THE TRUSTEE
SECTION 8.01 Duties of Trustee.
SECTION 8.02 Certain Matters Affecting the Trustee.
SECTION 8.03 Trustee Not Liable for Certificates or Mortgage Loans.
SECTION 8.04 Trustee May Own Certificates.
SECTION 8.05 Trustee Compensation and Expenses.
SECTION 8.06 Eligibility Requirements for Trustee.
SECTION 8.07 Resignation or Removal of Trustee.
SECTION 8.08 Successor Trustee.
SECTION 8.09 Merger or Consolidation of Trustee.
SECTION 8.10 Appointment of Co-Trustee or Separate Trustee.
SECTION 8.11 Limitation of Liability.
SECTION 8.12 Trustee May Enforce Claims Without Possession of Certificates.
SECTION 8.13 Suits for Enforcement.
SECTION 8.14 Waiver of Bond Requirement.
SECTION 8.15 Waiver of Inventory, Accounting and Appraisal Requirement.
ARTICLE IX REMIC ADMINISTRATION
SECTION 9.01 REMIC Administration.
SECTION 9.02 Prohibited Transactions and Activities.
SECTION 9.03 Indemnification with Respect to Certain Taxes and Loss of REMIC Status.
ARTICLE X TERMINATION
SECTION 10.01 Termination.
SECTION 10.02 Additional Termination Requirements.
ARTICLE XI MISCELLANEOUS PROVISIONS
SECTION 11.01 Amendment.
SECTION 11.02 Recordation of Agreement; Counterparts.
SECTION 11.03 Limitation on Rights of Certificateholders.
SECTION 11.04 Governing Law; Jurisdiction.
SECTION 11.05 Notices.
SECTION 11.06 Severability of Provisions.
SECTION 11.07 Article and Section References.
SECTION 11.08 Notice to the Rating Agencies and the NIMS Insurer.
SECTION 11.09 Further Assurances.
SECTION 11.10 Third Party Rights.
SECTION 11.11 Benefits of Agreement.
SECTION 11.12 Acts of Certificateholders.
SECTION 11.13 Intention of the Parties and Interpretation.
Exhibits:
Exhibit A-1 Form of Class I-A-1 Certificates
Exhibit A-2 Form of Class II-A-1 Certificates
Exhibit A-3 Form of Class II-A-2 Certificates
Exhibit A-4 Form of Class II-A-3 Certificates
Exhibit A-5 Form of Class II-A-4 Certificates
Exhibit A-6 Form of Class M-1 Certificates
Exhibit A-7 Form of Class M-2 Certificates
Exhibit A-8 Form of Class M-3 Certificates
Exhibit A-9 Form of Class M-4 Certificates
Exhibit A-10 Form of Class M-5 Certificates
Exhibit A-11 Form of Class M-6 Certificates
Exhibit A-12 Form of Class M-7 Certificates
Exhibit A-13 Form of Class M-8 Certificates
Exhibit A-14 Form of Class M-9 Certificates
Exhibit A-15 Form of Class M-10 Certificates
Exhibit A-16 Form of Class C Certificates
Exhibit A-17 Form of Class P Certificates
Exhibit A-18 Form of Class R Certificates
Exhibit A-19 Form of Class R-X Certificates
Exhibit B [Reserved]
Exhibit C Form of Assignment Agreement
Exhibit D Mortgage Loan Schedule
Exhibit E Request for Release
Exhibit F-1 Form of Trustee’s/Custodian’s Initial Certification
Exhibit F-2 Form of Trustee’s/Custodian’s Final Certification
Exhibit F-3 Form of Receipt of Mortgage Note
Exhibit G [Reserved]
Exhibit H Form of Lost Note Affidavit
Exhibit I Form of Limited Power of Attorney
Exhibit J Form of Investment Letter
Exhibit K Form of Transfer Affidavit for Residual Certificates
Exhibit L Form of Transferor Certificate
Exhibit M Form of ERISA Representation Letter
Exhibit N-1 Form Certification to be Provided by the Depositor with Form 10-K
Exhibit N-2 Form Certification to be Provided to the Depositor by the Trustee
Exhibit N-3 Form Certification to be Provided to the Depositor by the Servicer
Exhibit O Form of Interest Rate Cap Contract
Exhibit P Form of Annual Statement as to Compliance
Exhibit Q Form of Interest Rate Swap Agreement
Exhibit R-1 Form of Watchlist Report
Exhibit R-2 Form of Loss Severity Report
Exhibit R-3 [Reserved]
Exhibit R-4 Form of Prepayment Premiums Report
Exhibit R-5 Form of Analytics Report
Exhibit S Servicing Criteria
Exhibit T Form 10-D, Form 8-K and Form 10-K Reporting Responsibility
Exhibit U Form of Basis Risk Cap Agreement
Exhibit V Form of Subsequent Transfer Instrument
Exhibit W Form of Addition Notice
Exhibit X Form of Cap Allocation Agreement
Exhibit Y Form of Certification to be Provided by the Credit Risk Manager
Schedule I Prepayment Charge Schedule
Schedule II Swap Payment Schedule
Schedule III Schedule of Mortgage Loans and Servicing Transfer Dates
This Pooling and Servicing Agreement is dated as of September 1, 2006 (the “Agreement”), among FINANCIAL ASSET SECURITIES CORP., as depositor (the “Depositor”), WELLS FARGO BANK, N.A., as servicer effective January 1, 2007 and February 1, 2007 (the “Servicer”) and DEUTSCHE BANK NATIONAL TRUST COMPANY, as trustee (the “Trustee”).
PRELIMINARY STATEMENT:
The Depositor intends to sell pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund created hereunder. The Certificates will consist of nineteen classes of certificates, designated as (i) the Class I-A-1 Certificates, (ii) the Class II-A-1 Certificates, (iii) the Class II-A-2 Certificates, (iv) Class II-A-3 Certificates, (v) the Class II-A-4 Certificates, (vi) the Class M-1 Certificates (vii) the Class M-2 Certificates, (viii) the Class M-3 Certificates, (ix) the Class M-4 Certificates, (x) the Class M-5 Certificates, (xi) the Class M-6 Certificates, (xii) the Class M-7 Certificates, (xiii) the Class M-8 Certificates, (xiv) the Class M-9 Certificates, (xv) the Class M-10 Certificates, (xvi) the Class C Certificates, (xvii) the Class P Certificates, (xviii) the Class R Certificates and (xix) the Class R-X Certificates.
REMIC 1
As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement (exclusive of the Pre-Funding Accounts, the Interest Coverage Accounts, any Subsequent Mortgage Loan Interest, the Net WAC Rate Carryover Reserve Account, the Cap Allocation Agreement, the Cap Account, the Interest Rate Swap Agreement, the Swap Acount, the Supplemental Interest Trust, any Servicer Prepayment Charge Payment Amounts, the Basis Risk Cap Agreement and the Interest Rate Cap Contract) as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as “REMIC 1.” The Class R-1 Interest shall represent the sole class of “residual interests” in REMIC 1 for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the Uncertificated REMIC 1 Pass-Through Rate, the initial Uncertificated Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC 1 Regular Interests (as defined herein). None of the REMIC 1 Regular Interests shall be certificated.
Designation | | Uncertificated REMIC 1 Pass-Through Rate | | Initial Uncertificated Principal Balance | | Latest Possible Maturity Date(1) | |
I-LT1 | | | Variable(2 | ) | $ | 444,210,719.25 | | | February 25, 2037 | |
I-LT1PF | | | Variable(2 | ) | $ | 229,839,482.91 | | | February 25, 2037 | |
I-LT2 | | | Variable(2 | ) | $ | 618,617,188.27 | | | February 25, 2037 | |
I-LT2PF | | | Variable(2 | ) | $ | 337,068,542.52 | | | February 25, 2037 | |
I-LTP | | | Variable(2 | ) | $ | 100.00 | | | February 25, 2037 | |
________________
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations.
(2) Calculated in accordance with the definition of “Uncertificated REMIC 1 Pass-Through Rate” herein.
REMIC 2
As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the REMIC 1 Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as “REMIC 2.” The Class R-2 Interest shall represent the sole class of “residual interests” in REMIC 2 for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Uncertificated REMIC 2 Pass-Through Rate, the initial Uncertificated Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC 2 Regular Interests (as defined herein). None of the REMIC 2 Regular Interests shall be certificated.
Designation | | Uncertificated REMIC 2 Pass-Through Rate | | Initial Uncertificated Principal Balance | | Latest Possible Maturity Date(1) | |
I | | | Variable(2 | ) | $ | 346,639,537.95 | | | February 25, 2037 | |
I-1-A | | | Variable(2 | ) | $ | 29,413,147.50 | | | February 25, 2037 | |
I-1-B | | | Variable(2 | ) | $ | 29,413,147.50 | | | February 25, 2037 | |
I-2-A | | | Variable(2 | ) | $ | 28,988,721.25 | | | February 25, 2037 | |
I-2-B | | | Variable(2 | ) | $ | 28,988,721.25 | | | February 25, 2037 | |
I-3-A | | | Variable(2 | ) | $ | 27,635,755.00 | | | February 25, 2037 | |
I-3-B | | | Variable(2 | ) | $ | 27,635,755.00 | | | February 25, 2037 | |
I-4-A | | | Variable(2 | ) | $ | 26,344,905.00 | | | February 25, 2037 | |
I-4-B | | | Variable(2 | ) | $ | 26,344,905.00 | | | February 25, 2037 | |
I-5-A | | | Variable(2 | ) | $ | 25,114,987.50 | | | February 25, 2037 | |
I-5-B | | | Variable(2 | ) | $ | 25,114,987.50 | | | February 25, 2037 | |
I-6-A | | | Variable(2 | ) | $ | 23,943,098.75 | | | February 25, 2037 | |
I-6-B | | | Variable(2 | ) | $ | 23,943,098.75 | | | February 25, 2037 | |
I-7-A | | | Variable(2 | ) | $ | 22,826,485.00 | | | February 25, 2037 | |
I-7-B | | | Variable(2 | ) | $ | 22,826,485.00 | | | February 25, 2037 | |
I-8-A | | | Variable(2 | ) | $ | 21,762,511.25 | | | February 25, 2037 | |
I-8-B | | | Variable(2 | ) | $ | 21,762,511.25 | | | February 25, 2037 | |
I-9-A | | | Variable(2 | ) | $ | 20,748,676.25 | | | February 25, 2037 | |
I-9-B | | | Variable(2 | ) | $ | 20,748,676.25 | | | February 25, 2037 | |
I-10-A | | | Variable(2 | ) | $ | 19,788,120.00 | | | February 25, 2037 | |
I-10-B | | | Variable(2 | ) | $ | 19,788,120.00 | | | February 25, 2037 | |
I-11-A | | | Variable(2 | ) | $ | 18,903,156.25 | | | February 25, 2037 | |
I-11-B | | | Variable(2 | ) | $ | 18,903,156.25 | | | February 25, 2037 | |
I-12-A | | | Variable(2 | ) | $ | 18,270,661.25 | | | February 25, 2037 | |
I-12-B | | | Variable(2 | ) | $ | 18,270,661.25 | | | February 25, 2037 | |
I-13-A | | | Variable(2 | ) | $ | 192,270,222.50 | | | February 25, 2037 | |
I-13-B | | | Variable(2 | ) | $ | 192,270,222.50 | | | February 25, 2037 | |
I-14-A | | | Variable(2 | ) | $ | 75,883,232.50 | | | February 25, 2037 | |
I-14-B | | | Variable(2 | ) | $ | 75,883,232.50 | | | February 25, 2037 | |
I-15-A | | | Variable(2 | ) | $ | 4,347,681.25 | | | February 25, 2037 | |
I-15-B | | | Variable(2 | ) | $ | 4,347,681.25 | | | February 25, 2037 | |
I-16-A | | | Variable(2 | ) | $ | 3,924,816.25 | | | February 25, 2037 | |
I-16-B | | | Variable(2 | ) | $ | 3,924,816.25 | | | February 25, 2037 | |
I-17-A | | | Variable(2 | ) | $ | 3,370,167.50 | | | February 25, 2037 | |
I-17-B | | | Variable(2 | ) | $ | 3,370,167.50 | | | February 25, 2037 | |
I-18-A | | | Variable(2 | ) | $ | 2,884,645.00 | | | February 25, 2037 | |
I-18-B | | | Variable(2 | ) | $ | 2,884,645.00 | | | February 25, 2037 | |
I-19-A | | | Variable(2 | ) | $ | 2,769,820.00 | | | February 25, 2037 | |
I-19-B | | | Variable(2 | ) | $ | 2,769,820.00 | | | February 25, 2037 | |
I-20-A | | | Variable(2 | ) | $ | 2,665,372.50 | | | February 25, 2037 | |
I-20-B | | | Variable(2 | ) | $ | 2,665,372.50 | | | February 25, 2037 | |
I-21-A | | | Variable(2 | ) | $ | 2,565,010.00 | | | February 25, 2037 | |
I-21-B | | | Variable(2 | ) | $ | 2,565,010.00 | | | February 25, 2037 | |
I-22-A | | | Variable(2 | ) | $ | 2,468,567.50 | | | February 25, 2037 | |
I-22-B | | | Variable(2 | ) | $ | 2,468,567.50 | | | February 25, 2037 | |
I-23-A | | | Variable(2 | ) | $ | 2,375,880.00 | | | February 25, 2037 | |
I-23-B | | | Variable(2 | ) | $ | 2,375,880.00 | | | February 25, 2037 | |
I-24-A | | | Variable(2 | ) | $ | 2,329,617.50 | | | February 25, 2037 | |
I-24-B | | | Variable(2 | ) | $ | 2,329,617.50 | | | February 25, 2037 | |
I-25-A | | | Variable(2 | ) | $ | 3,325,990.00 | | | February 25, 2037 | |
I-25-B | | | Variable(2 | ) | $ | 3,325,990.00 | | | February 25, 2037 | |
I-26-A | | | Variable(2 | ) | $ | 3,250,036.25 | | | February 25, 2037 | |
I-26-B | | | Variable(2 | ) | $ | 3,250,036.25 | | | February 25, 2037 | |
I-27-A | | | Variable(2 | ) | $ | 1,924,207.50 | | | February 25, 2037 | |
I-27-B | | | Variable(2 | ) | $ | 1,924,207.50 | | | February 25, 2037 | |
I-28-A | | | Variable(2 | ) | $ | 1,831,413.75 | | | February 25, 2037 | |
I-28-B | | | Variable(2 | ) | $ | 1,831,413.75 | | | February 25, 2037 | |
I-29-A | | | Variable(2 | ) | $ | 1,766,258.75 | | | February 25, 2037 | |
I-29-B | | | Variable(2 | ) | $ | 1,766,258.75 | | | February 25, 2037 | |
I-30-A | | | Variable(2 | ) | $ | 1,703,428.75 | | | February 25, 2037 | |
I-30-B | | | Variable(2 | ) | $ | 1,703,428.75 | | | February 25, 2037 | |
I-31-A | | | Variable(2 | ) | $ | 1,642,841.25 | | | February 25, 2037 | |
I-31-B | | | Variable(2 | ) | $ | 1,642,841.25 | | | February 25, 2037 | |
I-32-A | | | Variable(2 | ) | $ | 1,584,413.75 | | | February 25, 2037 | |
I-32-B | | | Variable(2 | ) | $ | 1,584,413.75 | | | February 25, 2037 | |
I-33-A | | | Variable(2 | ) | $ | 1,528,071.25 | | | February 25, 2037 | |
I-33-B | | | Variable(2 | ) | $ | 1,528,071.25 | | | February 25, 2037 | |
I-34-A | | | Variable(2 | ) | $ | 1,473,736.25 | | | February 25, 2037 | |
I-34-B | | | Variable(2 | ) | $ | 1,473,736.25 | | | February 25, 2037 | |
I-35-A | | | Variable(2 | ) | $ | 1,421,338.75 | | | February 25, 2037 | |
I-35-B | | | Variable(2 | ) | $ | 1,421,338.75 | | | February 25, 2037 | |
I-36-A | | | Variable(2 | ) | $ | 1,370,807.50 | | | February 25, 2037 | |
I-36-B | | | Variable(2 | ) | $ | 1,370,807.50 | | | February 25, 2037 | |
I-37-A | | | Variable(2 | ) | $ | 1,322,077.50 | | | February 25, 2037 | |
I-37-B | | | Variable(2 | ) | $ | 1,322,077.50 | | | February 25, 2037 | |
I-38-A | | | Variable(2 | ) | $ | 1,275,081.25 | | | February 25, 2037 | |
I-38-B | | | Variable(2 | ) | $ | 1,275,081.25 | | | February 25, 2037 | |
I-39-A | | | Variable(2 | ) | $ | 1,229,758.75 | | | February 25, 2037 | |
I-39-B | | | Variable(2 | ) | $ | 1,229,758.75 | | | February 25, 2037 | |
I-40-A | | | Variable(2 | ) | $ | 1,186,048.75 | | | February 25, 2037 | |
I-40-B | | | Variable(2 | ) | $ | 1,186,048.75 | | | February 25, 2037 | |
I-41-A | | | Variable(2 | ) | $ | 1,143,897.50 | | | February 25, 2037 | |
I-41-B | | | Variable(2 | ) | $ | 1,143,897.50 | | | February 25, 2037 | |
I-42-A | | | Variable(2 | ) | $ | 1,103,242.50 | | | February 25, 2037 | |
I-42-B | | | Variable(2 | ) | $ | 1,103,242.50 | | | February 25, 2037 | |
I-43-A | | | Variable(2 | ) | $ | 1,064,036.25 | | | February 25, 2037 | |
I-43-B | | | Variable(2 | ) | $ | 1,064,036.25 | | | February 25, 2037 | |
I-44-A | | | Variable(2 | ) | $ | 1,026,222.50 | | | February 25, 2037 | |
I-44-B | | | Variable(2 | ) | $ | 1,026,222.50 | | | February 25, 2037 | |
I-45-A | | | Variable(2 | ) | $ | 989,755.00 | | | February 25, 2037 | |
I-45-B | | | Variable(2 | ) | $ | 989,755.00 | | | February 25, 2037 | |
I-46-A | | | Variable(2 | ) | $ | 954,583.75 | | | February 25, 2037 | |
I-46-B | | | Variable(2 | ) | $ | 954,583.75 | | | February 25, 2037 | |
I-47-A | | | Variable(2 | ) | $ | 920,662.50 | | | February 25, 2037 | |
I-47-B | | | Variable(2 | ) | $ | 920,662.50 | | | February 25, 2037 | |
I-48-A | | | Variable(2 | ) | $ | 901,117.50 | | | February 25, 2037 | |
I-48-B | | | Variable(2 | ) | $ | 901,117.50 | | | February 25, 2037 | |
I-49-A | | | Variable(2 | ) | $ | 890,076.25 | | | February 25, 2037 | |
I-49-B | | | Variable(2 | ) | $ | 890,076.25 | | | February 25, 2037 | |
I-50-A | | | Variable(2 | ) | $ | 874,843.75 | | | February 25, 2037 | |
I-50-B | | | Variable(2 | ) | $ | 874,843.75 | | | February 25, 2037 | |
I-51-A | | | Variable(2 | ) | $ | 22,248,992.50 | | | February 25, 2037 | |
I-51-B | | | Variable(2 | ) | $ | 22,248,992.50 | | | February 25, 2037 | |
P | | | Variable(2 | ) | $ | 100.00 | | | February 25, 2037 | |
________________
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations.
(2) Calculated in accordance with the definition of “Uncertificated REMIC 2 Pass-Through Rate” herein.
REMIC 3
As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the REMIC 2 Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as “REMIC 3.” The Class R-3 Interest shall represent the sole class of “residual interests” in REMIC 3 for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Uncertificated REMIC 3 Pass-Through Rate, the initial Uncertificated Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC 3 Regular Interests (as defined herein). None of the REMIC 3 Regular Interests shall be certificated.
Designation | Uncertificated REMIC 3 Pass-Through Rate | Initial Uncertificated Principal Balance | Latest Possible Maturity Date(1) |
LTAA | Variable(2) | | $ 1,597,141,116.34 | February 25, 2037 |
LTIA1 | Variable(2) | | $ 5,271,070.00 | February 25, 2037 |
LTIIA1 | Variable(2) | | $ 3,786,700.00 | February 25, 2037 |
LTIIA2 | Variable(2) | | $ 1,560,700.00 | February 25, 2037 |
LTIIA3 | Variable(2) | | $ 1,605,000.00 | February 25, 2037 |
LTIIA4 | Variable(2) | | $ 521,060.00 | February 25, 2037 |
LTM1 | Variable(2) | | $ 757,830.00 | February 25, 2037 |
LTM2 | Variable(2) | | $ 643,750.00 | February 25, 2037 |
LTM3 | Variable(2) | | $ 301,500.00 | February 25, 2037 |
LTM4 | Variable(2) | | $ 285,200.00 | February 25, 2037 |
LTM5 | Variable(2) | | $ 260,760.00 | February 25, 2037 |
LTM6 | Variable(2) | | $ 244,460.00 | February 25, 2037 |
LTM7 | Variable(2) | | $ 171,120.00 | February 25, 2037 |
LTM8 | Variable(2) | | $ 146,680.00 | February 25, 2037 |
LTM9 | Variable(2) | | $ 179,270.00 | February 25, 2037 |
LTM10 | Variable(2) | | $ 244,460.00 | February 25, 2037 |
LTZZ | Variable(2) | | $ 16,615,156.66 | February 25, 2037 |
LTP | Variable(2) | | $ 100.00 | February 25, 2037 |
LTIO | Variable(2) | | (3) | February 25, 2037 |
________________
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations.
(2) Calculated in accordance with the definition of “Uncertificated REMIC 3 Pass-Through Rate” herein.
(3) REMIC 3 Regular Interest LTIO shall not have an Uncertificated Principal Balance, but shall accrue interest on its Uncertificated Notional Amount, as defined herein.
REMIC 4
As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the REMIC 3 Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as “REMIC 4.” The Class R-4 Interest shall evidence the sole class of “residual interests” in REMIC 4 for purposes of the REMIC Provisions.
The following table irrevocably sets forth the designation, the Pass-Through Rate, the Original Class Certificate Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each Class of Certificates that represents one or more of the “regular interests” in REMIC 4 created hereunder.
Designation | Original Class Certificate Principal Balance | Pass-Through Rate | Latest Possible Maturity Date(1) |
Class I-A-1 | | $527,107,000.00 | Variable(2) | February 25, 2037 |
Class II-A-1 | | $378,670,000.00 | Variable(2) | February 25, 2037 |
Class II-A-2 | | $156,070,000.00 | Variable(2) | February 25, 2037 |
Class II-A-3 | | $160,500,000.00 | Variable(2) | February 25, 2037 |
Class II-A-4 | | $52,106,000.00 | Variable(2) | February 25, 2037 |
Class M-1 | | $75,783,000.00 | Variable(2) | February 25, 2037 |
Class M-2 | | $64,375,000.00 | Variable(2) | February 25, 2037 |
Class M-3 | | $30,150,000.00 | Variable(2) | February 25, 2037 |
Class M-4 | | $28,520,000.00 | Variable(2) | February 25, 2037 |
Class M-5 | | $26,076,000.00 | Variable(2) | February 25, 2037 |
Class M-6 | | $24,446,000.00 | Variable(2) | February 25, 2037 |
Class M-7 | | $17,112,000.00 | Variable(2) | February 25, 2037 |
Class M-8 | | $14,668,000.00 | Variable(2) | February 25, 2037 |
Class M-9 | | $17,927,000.00 | Variable(2) | February 25, 2037 |
Class M-10 | | $24,446,000.00 | Variable(2) | February 25, 2037 |
Class C Interest | | $ 31,779,932.90 | Variable(3) | February 25, 2037 |
Class P Interest | | $ 100.00 | Variable(4) | February 25, 2037 |
Class IO Interest | | (5) | (6) | February 25, 2037 |
________________
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations.
(2) Calculated in accordance with the definition of “Pass-Through Rate” herein.
(3) The Class C Interest will accrue interest at its variable Pass-Through Rate on the Notional Amount of the Class C Interest outstanding from time to time which will equal the aggregate of the Uncertificated Principal Balance of the REMIC 3 Regular Interests (other than REMIC 3 Regular Interest LTP). The Class C Interest will not accrue interest on its Certificate Principal Balance.
(4) The Class P Interest will not accrue interest.
(5) For federal income tax purposes, the Class IO Interest will not have an Certificate Principal Balance, but will have a notional amount equal to the Uncertificated Notional Amount of REMIC 3 Regular Interest LTIO.
(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 3 Regular Interest LTIO.
REMIC 5
As provided herein, the Trustee shall make an election to treat the Class C Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 5.” The Class R-5 Interest represents the sole class of “residual interests” in REMIC 5 for purposes of the REMIC Provisions.
The following table sets forth (or describes) the Class designation, Pass-Through Rate, the Original Class Certificate Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the Class C Certificates.
Class Designation | Original Class Certificate Principal Balance | Pass-Through Rate | Latest Possible Maturity Date(1) |
Class C | $ 31,779,832.90 | Variable(2) | February 25, 2037 |
________________
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations.
(2) The Class C Certificates will receive 100% of amounts received in respect of the Class C Interest. The Class C Certificates will also be entitled to Subsequent Mortgage Loan Interest, as a right with respect to a component of the Class C Certificates that will not be treated as a REMIC regular interest but rather as separate interest strips from the Subsequent Mortgage Loans for a specified period of time.
REMIC 6
As provided herein, the Trustee shall make an election to treat the Class P Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 6.” The Class R-6 Interest represents the sole class of “residual interests” in REMIC 6 for purposes of the REMIC Provisions.
The following table sets forth (or describes) the Class designation, Pass-Through Rate, the Original Class Certificate Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the Class P Certificates.
Class Designation | Original Class Certificate Principal Balance | Pass-Through Rate | Latest Possible Maturity Date(1) |
Class P | $ 100.00 | Variable(2) | February 25, 2037 |
________________
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations.
(2) The Class P Certificates will receive 100% of amounts received in respect of the Class P Interest.
REMIC 7
As provided herein, the Trustee shall make an election to treat the Class IO Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 7.” The Class R-7 Interest represents the sole class of “residual interests” in REMIC 7 for purposes of the REMIC Provisions.
The following table sets forth (or describes) the Class designation, Pass-Through Rate, the Original Class Certificate Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date”for the Class IO Certificates.
Class Designation | Original Class Certificate Principal Balance | Pass-Through Rate | Latest Possible Maturity Date(1) |
SWAP IO | N/A | Variable(2) | February 25, 2037 |
________________
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations.
(2) REMIC 7 Regular Interest SWAP IO shall receive 100% of amounts received in respect of the Class IO Interest.
ARTICLE I
DEFINITIONS
SECTION 1.01 | Defined Terms. |
Whenever used in this Agreement or in the Preliminary Statement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Unless otherwise specified, all calculations in respect of interest on the Floating Rate Certificates shall be made on the basis of the actual number of days elapsed and a 360-day year and all calculations in respect of interest on the Class C Certificates, Class IO Interest, REMIC 2 Regular Interests, REMIC 3 Regular Interests and all other calculations of interest described herein shall be made on the basis of a 360-day year consisting of twelve 30-day months. The Class P Certificates and the Residual Certificates are not entitled to distributions in respect of interest and, accordingly, will not accrue interest.
“1933 Act”: The Securities Act of 1933, as amended.
“Account”: Any of the Collection Account, Distribution Account, Cap Account or Swap Account.
“Accrual Period”: With respect to the Floating Rate Certificates and each Distribution Date, the period commencing on the preceding Distribution Date (or in the case of the first such Accrual Period, commencing on the Closing Date) and ending on the day preceding the current Distribution Date. With respect to the Class C Certificates and each Distribution Date, the calendar month of such Distribution Date
“Addition Notice”: With respect to the transfer of Subsequent Mortgage Loans to the Trust Fund pursuant to Section 2.08, a notice of the Depositor’s designation of the Subsequent Mortgage Loans to be sold to the Trust Fund and the aggregate principal balance of such Subsequent Mortgage Loans as of the Subsequent Cut-off Date. The Addition Notice shall be given not later than three Business Days prior to the related Subsequent Transfer Date and shall be substantially in the form attached hereto as Exhibit W.
“Adjustable-Rate Mortgage Loan”: A first lien Mortgage Loan which provides at any period during the life of such loan for the adjustment of the Mortgage Rate payable in respect thereto. The Adjustable-Rate Mortgage Loans are identified as such on the Mortgage Loan Schedule.
“Adjusted Net Maximum Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property), as of any date of determination, a per annum rate of interest equal to the applicable Maximum Mortgage Rate for such Mortgage Loan (or the Mortgage Rate in the case of any Fixed-Rate Mortgage Loan) as of the first day of the month preceding the month in which the related Distribution Date occurs minus the sum of (i) the Servicing Fee Rate and (ii) the Credit Risk Manager Fee Rate.
“Adjusted Net Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property), as of any date of determination, a per annum rate of interest equal to the applicable Mortgage Rate for such Mortgage Loan as of the first day of the month preceding the month in which the related Distribution Date occurs minus the sum of (i) the Servicing Fee Rate and (ii) the Credit Risk Manager Fee Rate.
“Adjustment Date”: With respect to each Adjustable-Rate Mortgage Loan, each adjustment date, on which the Mortgage Rate of such Mortgage Loan changes pursuant to the related Mortgage Note. The first Adjustment Date following the Cut-off Date as to each Adjustable-Rate Mortgage Loan is set forth in the Mortgage Loan Schedule.
“Advance”: As to any Mortgage Loan or REO Property, any advance made by the Servicer in respect of any Distribution Date pursuant to Section 4.04.
“Advance Facility”: As defined in Section 3.29 hereof.
“Advance Facility Notic”: As defined in Section 3.29 hereof.
“Advancing Financing Person”: As defined in Section 3.29 hereof.
“Advance Reimbursement Amounts”: As defined in Section 3.29 hereof.
“Adverse REMIC Event”: As defined in Section 9.01(f) hereof.
“Affiliate”: With respect to any Person, any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, “control” means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise and “controlling” and “controlled” shall have meanings correlative to the foregoing.
“Agreement”: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.
“Allocated Realized Loss Amount”: With respect to any Distribution Date and any Class of Mezzanine Certificates, the sum of (i) any Realized Losses allocated to such Class of Certificates on such Distribution Date and (ii) the amount of any Allocated Realized Loss Amount for such Class of Certificates remaining undistributed from the previous Distribution Date as reduced by an amount equal to the increase in the related Certificate Principal Balance due to the receipt of Subsequent Recoveries.
“Assessment of Compliance”: As defined in Section 3.21.
“Assignment”: An assignment of Mortgage, notice of transfer or equivalent instrument, in recordable form, which is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect or record the sale of the Mortgage.
“Assignment Agreement”: The Assignment and Recognition Agreement, dated October 19, 2006, among the Seller, the Originator and the Depositor, pursuant to which certain of the Seller’s rights under the Master Agreement were assigned to the Depositor, substantially in the form attached hereto as Exhibit C.
“Assumed Final Maturity Date”: As to each Class of Certificates, the date set forth as such in the Preliminary Statement.
“Attestation Report”: As defined in Section 3.21.
“Available Funds”: With respect to any Distribution Date, an amount equal to the excess of (i) the sum of (a) the aggregate of the related Monthly Payments on the Mortgage Loans due on the related Due Date and received on or prior to the related Determination Date, (b) Net Liquidation Proceeds, Insurance Proceeds, Subsequent Recoveries, Principal Prepayments, proceeds from repurchases of and substitutions for such Mortgage Loans and other unscheduled recoveries of principal and interest in respect of the Mortgage Loans received during the related Prepayment Period, (c) the aggregate of any amounts received in respect of a related REO Property withdrawn from any REO Account and deposited in the Collection Account for such Distribution Date, (d) the aggregate of any amounts deposited in the Collection Account by the Servicer in respect of related Prepayment Interest Shortfalls for such Distribution Date, (e) the aggregate of any Advances made by the Servicer for such Distribution Date in respect of the Mortgage Loans, (f) the aggregate of any related advances made by the Trustee in respect of the Mortgage Loans for such Distribution Date pursuant to Section 7.02, (g) the amount of any Prepayment Charges collected by the Servicer in connection with the full or partial prepayment of any of the Mortgage Loans and any Servicer Prepayment Charge Payment Amount, (h) with respect to the Distribution Date immediately following the end of the Funding Period, any amounts in the Pre-Funding Accounts (exclusive of any investment income therein) after giving effect to any purchase of Subsequent Mortgage Loans and (i) with respect to each Distribution Date during the Funding Period and on the Distribution Date immediately following the end of the Funding Period, any amounts withdrawn by the Trustee from the Interest Coverage Accounts for distribution on the Certificates on such Distribution Date over (ii) the sum of (a) amounts reimbursable or payable to the Servicer pursuant to Section 3.11(a), the Trustee pursuant to Section 3.11(b) or the Swap Provider (including any New Swap Payment and Swap Termination Payment owed to the Swap Provider but excluding any Swap Termination Payment owed to the Swap Provider resulting from a Swap Provider Trigger Event) (b) amounts deposited in the Collection Account or the Distribution Account pursuant to clauses (a) through (g) above, as the case may be, in error, (c) the amount of any Prepayment Charges collected by the Servicer in connection with the full or partial prepayment of any of the Mortgage Loans and any Servicer Prepayment Charge Payment Amount, (d) any indemnification payments or expense reimbursements made by the Trust Fund pursuant to Section 8.05, and (e) any Net Swap Payment or Swap Termination Payment owed to the Swap Provider (other than any Swap Termination Payment owed to the Swap Provider resulting from a Swap Provider Trigger Event).
“Balloon Mortgage Loan”: A Mortgage Loan that provides for the payment of the unamortized Stated Principal Balance of such Mortgage Loan in a single payment at the maturity of such Mortgage Loan that is substantially greater than the preceding monthly payment.
“Balloon Payment”: A payment of the unamortized Stated Principal Balance of a Mortgage Loan in a single payment at the maturity of such Mortgage Loan that is substantially greater than the preceding Monthly Payment.
“Bankruptcy Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code), as amended.
“Basis Risk Cap Agreement”: The Basis Risk Cap Agreement between the Trustee on behalf of the Trust and the Cap Provider, a form of which is attached hereto as Exhibit U
“Book-Entry Certificates”: Any of the Certificates that shall be registered in the name of the Depository or its nominee, the ownership of which is reflected on the books of the Depository or on the books of a Person maintaining an account with the Depository (directly, as a “Depository Participant”, or indirectly, as an indirect participant in accordance with the rules of the Depository and as described in Section 5.02 hereof). On the Closing Date, the Class A Certificates and Mezzanine Certificates shall be Book-Entry Certificates.
“Business Day”: Any day other than a Saturday, a Sunday or a day on which banking or savings institutions in the State of Delaware, the State of Florida, the State of New York, the State of Texas, the State of California, the Commonwealth of Pennsylvania, or in the city in which the Corporate Trust Office of the Trustee is located are authorized or obligated by law or executive order to be closed.
“Cap Account”: The account or accounts created and maintained pursuant to Section 4.13. The Cap Account must be an Eligible Account.
“Cap Allocation Agreement”: The Cap Allocation Agreement, dated as of the Closing Date between the Trustee and the Cap Trustee, a form of which is attached hereto as Exhibit G.
“Cap Amount”: The Cap Amount for any Class of the Floating Rate Certificates is equal to (i) the aggregate amount received by the Trust from the Interest Rate Cap Contract multiplied by (ii) a fraction equal to (a) the Certificate Principal Balance of such Class immediately prior to the applicable Distribution Date divided by (b) the aggregate Certificate Principal Balance of the Floating Rate Certificates immediately prior to the applicable Distribution Date.
“Cap Trustee”: Deutsche Bank National Trust Company, a national banking association, or any successor in interest, or any successor Cap Trustee.
“Certificate”: Any Regular Certificate or Residual Certificate.
“Certificateholder” or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register, except that a Disqualified Organization or non-U.S. Person shall not be a Holder of a Residual Certificate for any purpose hereof and, solely for the purposes of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor or the Servicer or any Affiliate thereof shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent has been obtained, except as otherwise provided in Section 11.01. The Trustee and the NIMS Insurer may conclusively rely upon a certificate of the Depositor or the Servicer in determining whether a Certificate is held by an Affiliate thereof. All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and participating members thereof, except as otherwise specified herein; provided, however, that the Trustee and the NIMS Insurer shall be required to recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the Certificate Register.
“Certificate Margin”: With respect to each Class of Floating Rate Certificates and for purposes of the Marker Rate and the Maximum Uncertificated Accrued Interest Deferral Amount, the specified REMIC 3 Regular Interest, as follows:
Class | REMIC 3 Regular Interest | Certificate Margin |
(1) (%) | (2) (%) |
I-A-1 | LTIA1 | 0.1400% | 0.2800% |
II-A-1 | LTIIA1 | 0.0700% | 0.1400% |
II-A-2 | LTIIA2 | 0.1200% | 0.2400% |
II-A-3 | LTIIA3 | 0.1700% | 0.3400% |
II-A-4 | LTIIA4 | 0.2400% | 0.4800% |
M-1 | LTM1 | 0.2600% | 0.3900% |
M-2 | LTM2 | 0.3100% | 0.4650% |
M-3 | LTM3 | 0.3700% | 0.5550% |
M-4 | LTM4 | 0.4000% | 0.6000% |
M-5 | LTM5 | 0.4100% | 0.6150% |
M-6 | LTM6 | 0.4800% | 0.7200% |
M-7 | LTM7 | 0.8000% | 1.2000% |
M-8 | LTM8 | 1.0500% | 1.5750% |
M-9 | LTM9 | 2.2000% | 3.3000% |
M-10 | LTM10 | 2.3000% | 3.4500% |
__________
(1) For the Accrual Period for each Distribution Date on or prior to the Optional Termination Date.
(2) For each other Accrual Period.
“Certificate Owner”: With respect to each Book-Entry Certificate, any beneficial owner thereof.
“Certificate Principal Balance”: With respect to any Class of Regular Certificates (other than the Class C Certificates) immediately prior to any Distribution Date, will be equal to the Initial Certificate Principal Balance thereof plus any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate pursuant to Section 4.01, reduced by the sum of all amounts actually distributed in respect of principal of such Class and, in the case of a Mezzanine Certificate, Realized Losses allocated thereto on all prior Distribution Dates. With respect to the Class C Certificates as of any date of determination, an amount equal to the excess, if any, of (A) the then aggregate Uncertificated Principal Balance of the REMIC 3 Regular Interests over (B) the then aggregate Certificate Principal Balance of the Floating Rate Certificates and the Class P Certificates then outstanding.
“Certificate Register” and “Certificate Registrar”: The register maintained and registrar appointed pursuant to Section 5.02 hereof.
“Certification”: As defined in Section 3.22(b)(ii).
“Class”: Collectively, Certificates which have the same priority of payment and bear the same class designation and the form of which is identical except for variation in the Percentage Interest evidenced thereby.
“Class A Certificates”: Any Class I-A-1 Certificate, Class II-A-1 Certificate, Class II-A-2 Certificate, Class II-A-3 Certificate or Class II-A-4 Certificate.
“Class C Certificates”: Any one of the Class C Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-16, representing (i) a Regular Interest in REMIC 5, (ii) the obligation to pay Net WAC Rate Carryover Amounts and Swap Termination Payments and (iii) the right to receive the Class IO Distribution Amount.
“Class C Interest”: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class C Certificates, evidencing (i) a REMIC Regular Interest in REMIC 4 and (ii) the obligation to pay any Class IO Distribution Amount.
“Class I-A-1 Certificate”: Any one of the Class I-A-1 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-1, representing (i) a Regular Interest in REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.
“Class II-A-1 Certificate”: Any one of the Class II-A-1 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-2, representing (i) a Regular Interest in REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.
“Class II-A-2 Certificate”: Any one of the Class II-A-2 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-3, representing (i) a Regular Interest in REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.
“Class II-A-3 Certificate”: Any one of the Class II-A-3 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-4, representing (i) a Regular Interest in REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.
“Class II-A-4 Certificate”: Any one of the Class II-A-4 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-5, representing (i) a Regular Interest in REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.
“Class IO Distribution Amount”: As defined in Section 4.10 hereof. For purposes of clarity, the Class IO Distribution Amount for any Distribution Date shall equal the amount payable to the Supplemental Interest Trust Trustee 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 4.10 hereof.
“Class IO Interest”: An uncertificated interest in the Trust Fund evidencing a Regular Interest in REMIC 4.
“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-6, representing (i) a Regular Interest in REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.
“Class M-1/M-2/M-3 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date) and (ii) the aggregate Certificate Principal Balance of the Class M-1 Certificates, the Class M-2 Certificates and the Class M-3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 77.30% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the related Overcollateralization Floor.
“Class M-2 Certificate”: Any one of the Class M-2 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-7, representing (i) a Regular Interest in REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.
“Class M-3 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-8, representing (i) a Regular Interest in REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.
“Class M-4 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-9, representing (i) a Regular Interest in REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.
“Class M-4 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) aggregate Certificate Principal Balance of the Class M-1 Certificates and the Class M-2 Certificates (after taking into account the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date) and (iv) 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) 80.80% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the related Overcollateralization Floor.
“Class M-5 Certificate”: Any one of the Class M-5 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-10, representing (i) a Regular Interest in REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.
“Class M-5 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) aggregate Certificate Principal Balance of the Class M-1 Certificates and the Class M-2 Certificates (after taking into account the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date) and (v) 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) 84.00% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the related Overcollateralization Floor.
“Class M-6 Certificate”: Any one of the Class M-6 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-11, representing (i) a Regular Interest in REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.
“Class M-6 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) aggregate Certificate Principal Balance of the Class M-1 Certificates and the Class M-2 Certificates (after taking into account the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date) and (vi) 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) 87.00% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the related Overcollateralization Floor.
“Class M-7 Certificate”: Any one of the Class M-7 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-12, representing (i) a Regular Interest in REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.
“Class M-7 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) aggregate Certificate Principal Balance of the Class M-1 Certificates and the Class M-2 Certificates (after taking into account the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date) and (vii) the Certificate Principal Balance of the Class M-7 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 89.10% 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 the related Overcollateralization Floor.
“Class M-8 Certificate”: Any one of the Class M-8 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-13, representing (i) a Regular Interest in REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.
“Class M-8 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) aggregate Certificate Principal Balance of the Class M-1 Certificates and the Class M-2 Certificates (after taking into account the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date) and (viii) the Certificate Principal Balance of the Class M-8 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 90.90% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the related Overcollateralization Floor.
“Class M-9 Certificate”: Any one of the Class M-9 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-14, representing (i) a Regular Interest in REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.
“Class M-9 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) aggregate Certificate Principal Balance of the Class M-1 Certificates and the Class M-2 Certificates (after taking into account the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-8 Certificates (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such Distribution Date) and (ix) the Certificate Principal Balance of the Class M-9 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 93.10% 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 the related Overcollateralization Floor.
“Class M-10 Certificate”: Any one of the Class M-10 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-15, representing (i) a Regular Interest in REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.
“Class M-10 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) aggregate Certificate Principal Balance of the Class M-1 Certificates and the Class M-2 Certificates (after taking into account the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-8 Certificates (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-9 Certificates (after taking into account the distribution of the Class M-9 Principal Distribution Amount on such Distribution Date) and (ix) the Certificate Principal Balance of the Class M-10 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 96.10% 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 the related Overcollateralization Floor.
“Class P Certificate”: Any one of the Class P Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-17, representing a Regular Interest in REMIC 6.
“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 4 for purposes of the REMIC Provisions.
“Class R Certificate”: The Class R Certificate executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-19 and evidencing the ownership of the Class R-2 Interest, the Class R-3 Interest and the Class R-4 Interest.
“Class R-1 Interest”: The uncertificated Residual Interest in REMIC 1.
“Class R-2 Interest”: The uncertificated Residual Interest in REMIC 2.
“Class R-3 Interest”: The uncertificated Residual Interest in REMIC 3.
“Class R-4 Interest”: The uncertificated Residual Interest in REMIC 4.
“Class R-5 Interest”: The uncertificated Residual Interest in REMIC 5.
“Class R-6 Interest”: The uncertificated Residual Interest in REMIC 6.
“Class R-7 Interest”: The uncertificated Residual Interest in REMIC 7.
“Class R-X Certificate”: The Class R-X Certificate executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-19 and evidencing the ownership of the Class R-5 Interest, the Class R-6 Interest and the Class R-7 Interest.
“Close of Business”: As used herein, with respect to any Business Day, 5:00 p.m. (New York time).
“Closing Date”: October 19, 2006.
“Code”: The Internal Revenue Code of 1986, as amended.
“Collection Account”: The account or accounts created and maintained by the Servicer pursuant to Section 3.10(a), which shall be entitled “Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3,” which must be an Eligible Account.
“Compensating Interest”: As defined in Section 3.24 hereof.
“Corporate Trust Office”: The principal corporate trust office of the Trustee at which at any particular time its corporate trust business in connection with this Agreement shall be administered, which office at the date of the execution of this instrument is located at 1761 East St. Andrew Place, Santa Ana, CA 92705-4934, Attention: Trust Administration- GC06F3, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Servicer and the Originator.
“Corresponding Certificate”: With respect to each REMIC 3 Regular Interest set forth below, the corresponding Regular Certificate set forth in the table below:
REMIC 3 Regular Interest | Regular Certificate |
LTIA1 | Class I-A-1 |
LTIIA1 | Class II-A-1 |
LTIIA2 | Class II-A-2 |
LTIIA3 | Class II-A-3 |
LTIIA4 | Class II-A-4 |
LTM1 | Class M-1 |
LTM2 | Class M-2 |
LTM3 | Class M-3 |
LTM4 | Class M-4 |
LTM5 | Class M-5 |
LTM6 | Class M-6 |
LTM7 | Class M-7 |
LTM8 | Class M-8 |
LTM9 | Class M-9 |
LTM10 | Class M-10 |
LTP | Class P |
“Credit Enhancement Percentage”: With respect to any Distribution Date, the percentage obtained by dividing (x) the aggregate Certificate Principal Balance of the Subordinate Certificates by (y) the aggregate Principal Balance of the Mortgage Loans calculated prior to taking into account distributions of principal on the Mortgage Loans and distribution of the Group I Principal Distribution Amount and Group II Principal Distribution Amount to the holders of the Certificates then entitled to distributions of principal on such Distribution Date
“Credit Risk Management Agreement”: The Credit Risk Management Agreement, dated October 19, 2006, between the Servicer and the Credit Risk Manager.
“Credit Risk Manager”: Clayton Fixed Income Services Inc., formerly known as The Murrayhill Company, its successors and assigns.
“Credit Risk Manager Fee”: for any Distribution Date is the premium payable to the Credit Risk Manager at the Credit Risk Manager Fee Rate on the aggregate principal balance of the Mortgage Loans as of the prior Determination Date.
“Credit Risk Manager Fee Rate”: for any Distribution Date is 0.012% per annum.
“Cumulative Loss Percentage”: With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the aggregate amount of Realized Losses incurred from the Cut-off Date to the last day of the preceding calendar month and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.
“Custodian”: A Custodian, which shall be Deutsche Bank National Trust Company.
“Cut-off Date”: With respect to each Mortgage Loan, September 1, 2006.
“Cut-off Date Principal Balance”: With respect to any Mortgage Loan, the unpaid Stated Principal Balance thereof as of the Cut-off Date of such Mortgage Loan (or as of the applicable date of substitution with respect to a Qualified Substitute Mortgage Loan), after giving effect to scheduled payments due on or before the Cut-off Date, whether or not received.
“Debt Service Reduction”: With respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of competent jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction resulting from a Deficient Valuation.
“Deficient Valuation”: With respect to any Mortgage Loan, a valuation of the related Mortgaged Property by a court of competent jurisdiction in an amount less than the then outstanding Stated Principal Balance of the Mortgage Loan, which valuation results from a proceeding initiated under the Bankruptcy Code.
“Definitive Certificates”: As defined in Section 5.02(c) hereof.
“Deleted Mortgage Loan”: A Mortgage Loan replaced or to be replaced by one or more Qualified Substitute Mortgage Loans.
“Delinquency Percentage”: For any Distribution Date, the percentage obtained by dividing (x) the aggregate Stated Principal Balance of Mortgage Loans that are Delinquent 60 days or more (including Mortgage Loans that are in foreclosure, that have been converted to REO Properties or that have been discharged by reason of bankruptcy and are Delinquent 60 days or more) by (y) the aggregate Stated Principal Balance of the Mortgage Loans, in each case, as of the last day of the previous calendar month.
“Delinquent”: With respect to any Mortgage Loan and related Monthly Payment, the Monthly Payment due on a Due Date which is not made by the Close of Business on the next scheduled Due Date for such Mortgage Loan. For example, a Mortgage Loan is 60 or more days Delinquent if the Monthly Payment due on a Due Date is not made by the Close of Business on the second scheduled Due Date after such Due Date.
“Depositor”: Financial Asset Securities Corp., a Delaware corporation, or any successor in interest.
“Depository”: The initial Depository shall be The Depository Trust Company, whose nominee is Cede & Co., or any other organization registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The Depository shall initially be the registered Holder of the Book-Entry Certificates. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(3) of the Uniform Commercial Code of the State of New York.
“Depository Participant”: A broker, dealer, bank or other financial institution or other person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository.
“Determination Date”: With respect to any Distribution Date, will be the Business Day immediately preceding the related Servicer Remittance Date.
“Directly Operate”: With respect to any REO Property, the furnishing or rendering of services to the tenants thereof, the management or operation of such REO Property, the holding of such REO Property primarily for sale to customers, the performance of any construction work thereon or any use of such REO Property in a trade or business conducted by any REMIC other than through an Independent Contractor; provided, however, that the Trustee (or the Servicer on behalf of the Trustee) shall not be considered to Directly Operate an REO Property solely because the Trustee (or the Servicer on behalf of the Trustee) establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to such REO Property.
“Disqualified Organization”: A “disqualified organization” under Section 860E of the Code, which as of the Closing Date is any of: (i) the United States, any state or political subdivision thereof, any foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (ii) any organization (other than a cooperative described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code unless such organization is subject to the tax imposed by Section 511 of the Code, (iii) any organization described in Section 1381(a)(2)(C) of the Code or (iv) an “electing large partnership” within the meaning of Section 775 of the Code. A corporation will not be treated as an instrumentality of the United States or of any state or political subdivision thereof, if all of its activities are subject to tax and, a majority of its board of directors is not selected by a governmental unit. The term “United States”, “state” and “international organizations” shall have the meanings set forth in Section 7701 of the Code.
“Distribution Account”: The trust account or accounts created and maintained by the Trustee pursuant to Section 3.10(b) which shall be entitled “Distribution Account, Deutsche Bank National Trust Company, as Trustee, in trust for the registered Certificateholders of Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3” and which must be an Eligible Account.
“Distribution Date”: The 25th day of any calendar month, or if such 25th day is not a Business Day, the Business Day immediately following such 25th day, commencing in October 2006.
“Due Date”: With respect to each Mortgage Loan and any Distribution Date, the first day of the calendar month in which such Distribution Date occurs on which the Monthly Payment for such Mortgage Loan was due (or, in the case of any Mortgage Loan under the terms of which the Monthly Payment for such Mortgage Loan was due on a day other than the first day of the calendar month in which such Distribution Date occurs, the day during the related Due Period on which such Monthly Payment was due), exclusive of any days of grace.
“Due Period”: With respect to any Distribution Date, the period commencing on the second day of the month preceding the month in which such Distribution Date occurs and ending on the first day of the month in which such Distribution Date occurs.
“Eligible Account”: Any of (i) an account or accounts maintained with a federal or state chartered depository institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the short-term unsecured debt obligations of such holding company) are rated A-1+ by S&P, F-1 by Fitch and P-1 by Moody’s (or comparable ratings if S&P, Fitch and Moody’s 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 up to the insured amount, (iii) a trust account or accounts maintained with the trust department of a federal or state chartered depository institution, national banking association or trust company acting in its fiduciary capacity or (iv) an account otherwise acceptable to each Rating Agency without reduction or withdrawal of their then current ratings of the Certificates as evidenced by a letter from each Rating Agency to the Trustee and the NIMS Insurer. Eligible Accounts may bear interest.
“ERISA”: The Employee Retirement Income Security Act of 1974, as amended.
“Escrow Account”: The account or accounts created and maintained pursuant to Section 3.09.
“Escrow Payments”: The amounts constituting ground rents, taxes, assessments, water rates, fire and hazard insurance premiums and other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to any Mortgage Loan.
“Excess Overcollateralized Amount”: With respect to the Floating Rate Certificates and any Distribution Date, the excess, if any, of the sum of (i) the Overcollateralized Amount for such Distribution Date, assuming that 100% of the Principal Remittance Amount is applied as a principal payment on such Distribution Date and (ii) any amounts received under the Interest Rate Swap Agreement for such purpose over (iii) the Overcollateralization Target Amount for such Distribution Date.
“Extra Principal Distribution Amount”: With respect to any Distribution Date, the lesser of (x) the Monthly Interest Distributable Amount payable on the Class C Certificates on such Distribution Date as reduced by Realized Losses allocated thereto with respect to such Distribution Date pursuant to Section 4.08 and (y) the Overcollateralization Deficiency Amount for such Distribution Date.
“Fannie Mae”: Federal National Mortgage Association or any successor thereto.
“FDIC”: Federal Deposit Insurance Corporation or any successor thereto.
“Final Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by the Originator, the Seller or the Servicer pursuant to or as contemplated by Section 2.03, Section 3.16(c) or Section 10.01), a determination made by the Servicer that all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which the Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered. The Servicer shall maintain records, prepared by a Servicing Officer, of each Final Recovery Determination made thereby.
“Fitch”: Fitch Ratings, or its successor in interest.
“Fixed-Rate Mortgage Loan”: A first lien or second lien Mortgage Loan which provides for a fixed Mortgage Rate payable with respect thereto. The Fixed-Rate Mortgage Loans are identified as such on the Mortgage Loan Schedule.
“Fixed Swap Payment”: With respect to any Distribution Date, a fixed amount equal to the related amount set forth in the Interest Rate Swap Agreement.
“Floating Rate Certificates”: Any Class A Certificate or Mezzanine Certificate.
“Floating Swap Payment”: With respect to any Distribution Date, a floating amount equal to the product of (i) Swap LIBOR, (ii) the related Base Calculation Amount (as defined in the Interest Rate Swap Agreement), (iii) 250 and (iv) a fraction, the numerator of which is the actual number of days elapsed from and including the previous Floating Rate Payer Payment Date (as defined in the Interest Rate Swap Agreement) to but excluding the current Floating Rate Payer Payment (or, for the first Floating Rate Payer Payment Date, the actual number of days elapsed from the Closing Date to but excluding the first Floating Rate Payer Payment Date), and the denominator of which is 360.
“Formula Rate”: For any Distribution Date and the Floating Rate Certificates, the lesser of (a) the sum of (i) LIBOR plus (ii) the related Certificate Margin and (b) the Maximum Cap Rate.
“Freddie Mac”: The Federal Home Loan Mortgage Corporation, or any successor thereto.
“Fremont”: Fremont Investment & Loan.
“Funding Period”: The period beginning on the Closing Date and ending on the earlier to occur of (a) the date upon which the amount on deposit in the Pre-Funding Accounts (exclusive of any investment income therein) has been reduced to $10,000 or (b) January 15, 2007.
“Gross Margin”: With respect to each Adjustable-Rate Mortgage Loan, the fixed percentage set forth in the related Mortgage Note that is added to the Index on each Adjustment Date in accordance with the terms of the related Mortgage Note used to determine the Mortgage Rate for such Mortgage Loan.
“Group I Allocation Percentage”: With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (i) the Group I Principal Remittance Amount for such Distribution Date, and the denominator of which is (ii) the Principal Remittance Amount for such Distribution Date.
“Group I Basic Principal Distribution Amount”: With respect to any Distribution Date, the excess of (i) the Group I Principal Remittance Amount for such Distribution Date over (ii)(a) the Overcollateralization Release Amount, if any, for such Distribution Date multiplied by (b) the Group I Allocation Percentage.
“Group I Certificates”: The Class I-A-1 Certificates.
“Group I Interest Coverage Account”: The account established and maintained pursuant to Section 4.08, which account contains an amount, to be paid by the Depositor to the Trustee on the Closing Date, that equals $0.00.
“Group I Interest Remittance Amount”: With respect to any Distribution Date, that portion of the Available Funds for such Distribution Date attributable to interest received or advanced with respect to the Group I Mortgage Loans or amounts withdrawn from the Group I Interest Coverage Account.
“Group I Mortgage Loan”: A Mortgage Loan assigned to Loan Group I with a Stated Principal Balance at origination that conforms to Fannie Mae and Freddie Mac loan limits.
“Group I Pre-Funding Account”: The account established and maintained pursuant to Section 4.11, as defined herein.
“Group I Principal Distribution Amount”: With respect to any Distribution Date, the sum of (i) the Group I Basic Principal Distribution Amount for such Distribution Date and (ii)(a) the Extra Principal Distribution Amount for such Distribution Date multiplied by (b) the Group I Allocation Percentage.
“Group I Principal Remittance Amount”: With respect to any Distribution Date, that portion of Available Funds equal to the sum of (i) each scheduled payment of principal collected or advanced on the Group I Mortgage Loans by the Servicer that were due during the related Due Period, (ii) the principal portion of all full Principal Prepayments of the Group I Mortgage Loans applied by the Servicer during the related Prepayment Period, (iii) the principal portion of all related partial Principal Prepayments, Net Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries received during the prior calendar month with respect to the Group I Mortgage Loans, (iv) that portion of the Purchase Price, representing principal of any repurchased Group I Mortgage Loan, deposited to the Collection Account during the prior calendar month, (v) the principal portion of any related Substitution Adjustments deposited in the Collection Account during the prior calendar month with respect to the Group I Mortgage Loans, (vi) on the Distribution Date on which the Trust Fund is to be terminated pursuant to Section 10.01, that portion of the Termination Price, in respect of principal on the Group I Mortgage Loans and (vii) on the Distribution Date immediately following the end of the Funding Period, any remaining amounts in the Group I Pre-Funding Account (exclusive of any investment income therein) after giving effect to any purchase of Subsequent Group I Mortgage Loans.
“Group I Senior Principal Distribution Amount”: The excess of (x) the Certificate Principal Balance of the Group I Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 56.40% and (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the related Overcollateralization Floor.
“Group II Allocation Percentage”: With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (i) the Group II Principal Remittance Amount for such Distribution Date, and the denominator of which is (ii) the Principal Remittance Amount for such Distribution Date.
“Group II Basic Principal Distribution Amount”: With respect to any Distribution Date, the excess of (i) the Group II Principal Remittance Amount for such Distribution Date over (ii)(a) the Overcollateralization Release Amount, if any, for such Distribution Date multiplied by (b) the Group II Allocation Percentage.
“Group II Certificates”: Any Class II-A-1 Certificate, Class II-A-2 Certificate, Class II-A-3 Certificate or Class II-A-4 Certificate.
“Group II Interest Coverage Account”: The account established and maintained pursuant to Section 4.08, which account contains an amount, to be paid by the Depositor to the Trustee on the Closing Date, that equals $0.00.
“Group II Interest Remittance Amount”: With respect to any Distribution Date, that portion of the Available Funds for such Distribution Date attributable to interest received or advanced with respect to the Group II Mortgage Loans or amounts withdrawn from the Group II Interest Coverage Account.
“Group II Mortgage Loan”: A Mortgage Loan assigned to Loan Group II with a Stated Principal Balance at origination that may or may not conform to Fannie Mae and Freddie Mac loan limits.
“Group II Pre-Funding Account”: The account established and maintained pursuant to Section 4.11, as defined herein.
“Group II Principal Distribution Amount”: With respect to any Distribution Date, the sum of (i) the Group II Basic Principal Distribution Amount for such Distribution Date and (ii)(a) the Extra Principal Distribution Amount for such Distribution Date multiplied by (b) the Group II Allocation Percentage.
“Group II Principal Remittance Amount”: With respect to any Distribution Date, that portion of Available Funds equal to the sum of (i) each scheduled payment of principal collected or advanced on the Group II Mortgage Loans by the Servicer that were due during the related Due Period, (ii) the principal portion of all full Principal Prepayments of the Group II Mortgage Loans applied by the Servicer during the related Prepayment Period, (iii) the principal portion of all related partial Principal Prepayments, Net Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries received during the prior calendar month with respect to the Group II Mortgage Loans, (iv) that portion of the Purchase Price, representing principal of any repurchased Group II Mortgage Loan, deposited to the Collection Account during the prior calendar month, (v) the principal portion of any related Substitution Adjustments deposited in the Collection Account during the prior calendar month with respect to the Group II Mortgage Loans, (vi) on the Distribution Date on which the Trust Fund is to be terminated pursuant to Section 10.01, that portion of the Termination Price, in respect of principal on the Group II Mortgage Loans and (vii) on the Distribution Date immediately following the end of the Funding Period, any remaining amounts in the Group II Pre-Funding Account (exclusive of any investment income therein) after giving effect to any purchase of Subsequent Group II Mortgage Loans.
“Group II Senior Principal Distribution Amount”: The excess of (x) the aggregate Certificate Principal Balance of the Group II Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 56.40% and (ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the related Overcollateralization Floor.
“Highest Priority”: As of any date of determination, the Class of Mezzanine Certificates then outstanding with a Certificate Principal Balance greater than zero, with the highest priority for payments pursuant to Section 4.01, in the following order of decreasing priority: Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates.
“Indenture”: An indenture relating to the issuance of notes secured by the Class C Certificates, the Class P Certificates and/or Residual Certificates (or any portion thereof) which may or may not be guaranteed by the NIMS Insurer.
“Independent”: When used with respect to any specified Person, any such Person who (a) is in fact independent of the Depositor, the Servicer and their respective Affiliates, (b) does not have any direct financial interest in or any material indirect financial interest in the Depositor or the Servicer or any Affiliate thereof, and (c) is not connected with the Depositor or the Servicer or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the Depositor or the Servicer or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any class of securities issued by the Depositor or the Servicer or any Affiliate thereof, as the case may be.
“Independent Contractor”: Either (i) any Person (other than the Servicer) that would be an “independent contractor” with respect to any of the REMICs created hereunder within the meaning of Section 856(d)(3) of the Code if such REMIC were a real estate investment trust (except that the ownership tests set forth in that section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates), so long as each such REMIC does not receive or derive any income from such Person and provided that the relationship between such Person and such REMIC is at arm’s length, all within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other Person (including the Servicer) if the Trustee has received an Opinion of Counsel to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code), or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.
“Index”: With respect to each Adjustable-Rate Mortgage Loan and with respect to each related Adjustment Date, the index as specified in the related Mortgage Note.
“Initial Certificate Principal Balance”: With respect to any Regular Certificate, the amount designated “Initial Certificate Principal Balance” on the face thereof.
“Initial Group I Mortgage Loan”: Any of the Group I Mortgage Loans described in the Prospectus Supplement and included in the Trust Fund as of the Closing Date. The aggregate Stated Principal Balance of the Initial Group I Mortgage Loans as of the Cut-off Date is equal to $444,210,819.25.
“Initial Group II Mortgage Loan”: Any of the Group II Mortgage Loans described in the Prospectus Supplement and included in the Trust Fund as of the Closing Date. The aggregate Stated Principal Balance of the Initial Group II Mortgage Loans as of the Cut-off Date is equal to $618,617,188.27.
“Initial Mortgage Loan”: Any of the Initial Group I Mortgage Loans or Initial Group II Mortgage Loans.
“Insurance Proceeds”: Proceeds of any title policy, hazard policy or other insurance policy covering a Mortgage Loan to the extent such proceeds are received by the Servicer and are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that the Servicer would follow in servicing mortgage loans held for its own account, subject to the terms and conditions of the related Mortgage Note and Mortgage.
“Interest Coverage Accounts”: The Group I Interest Coverage Account and the Group II Interest Coverage Account.
“Interest Determination Date”: With respect to the Floating Rate Certificates and each Accrual Period, the second LIBOR Business Day preceding the commencement of such Accrual Period.
“Interest Rate Cap Contract”: The Interest Rate Cap Contract between the Cap Trustee and the counterparty thereunder, a form of which is attached hereto as Exhibit O.
“Interest Rate Swap Agreement”: The 1992 ISDA Master Agreement (Multicurrency-Cross Border) dated as of October 19, 2006 (together with the schedule thereto, the Master Agreement) between The Bank of New York and the Supplemental Interest Trust Trustee.
“Late Collections”: With respect to any Mortgage Loan, all amounts received subsequent to the Determination Date immediately following any related Due Period, whether as late payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of principal and/or interest due (without regard to any acceleration of payments under the related Mortgage and Mortgage Note) but delinquent on a contractual basis for such Due Period and not previously recovered.
“LIBOR”: With respect to each Accrual Period, the rate determined by the Trustee on the related Interest Determination Date on the basis of the London interbank offered rate for one-month United States dollar deposits, as such rate appears on the Telerate Page 3750, as of 11:00 a.m. (London time) on such Interest Determination Date. If such rate does not appear on Telerate Page 3750, the rate for such Interest Determination Date will be determined on the basis of the offered rates of the Reference Banks for one-month United States dollar deposits, as of 11:00 a.m. (London time) on such Interest Determination Date. The Trustee will request the principal London office of each of the Reference Banks to provide a quotation of its rate. On such Interest Determination Date, LIBOR for the related Accrual Period will be established by the Trustee as follows:
| (i) | If on such Interest Determination Date two or more Reference Banks provide such offered quotations, LIBOR for the related Accrual Period shall be the arithmetic mean of such offered quotations (rounded upwards if necessary to the nearest whole multiple of 1/16 of 1%); and |
| (ii) | If on such Interest Determination Date fewer than two Reference Banks provide such offered quotations, LIBOR for the related Accrual Period shall be the higher of (i) LIBOR as determined on the previous Interest Determination Date and (ii) the Reserve Interest Rate. |
“LIBOR Business Day”: Any day on which banks in London, England and The City of New York are open and conducting transactions in foreign currency and exchange.
“Liquidated Mortgage Loan”: As to any Distribution Date, any Mortgage Loan in respect of which the Servicer has determined, in accordance with the servicing procedures specified herein, as of the end of the related Prepayment Period, that all Liquidation Proceeds which it expects to recover with respect to the liquidation of the Mortgage Loan or disposition of the related REO Property have been recovered.
“Liquidation Event”: With respect to any Mortgage Loan, any of the following events: (i) such Mortgage Loan is paid in full, (ii) a Final Recovery Determination is made as to such Mortgage Loan or (iii) such Mortgage Loan is removed from the Trust Fund by reason of its being purchased, sold or replaced pursuant to or as contemplated by Section 2.03, Section 3.16(c) or Section 10.01. With respect to any REO Property, either of the following events: (i) a Final Recovery Determination is made as to such REO Property or (ii) such REO Property is removed from the Trust Fund by reason of its being sold or purchased pursuant to Section 3.23 or Section 10.01.
“Liquidation Proceeds”: The amount (other than amounts received in respect of the rental of any REO Property prior to REO Disposition) received by the Servicer in connection with (i) the taking of all or a part of a Mortgaged Property by exercise of the power of eminent domain or condemnation, (ii) the liquidation of a defaulted Mortgage Loan by means of a trustee’s sale, foreclosure sale or otherwise or (iii) the repurchase, substitution or sale of a Mortgage Loan or an REO Property pursuant to or as contemplated by Section 2.03, Section 3.16(c), Section 3.23 or Section 10.01.
“Loan-to-Value Ratio”: As of any date and as to any Mortgage Loan, the fraction, expressed as a percentage, the numerator of which is the Stated Principal Balance of the Mortgage Loan and the denominator of which is the Value of the related Mortgaged Property.
“Loan Group”: Either Loan Group I or Loan Group II, as the context requires.
“Loan Group I”: The group of Mortgage Loans identified in the Mortgage Loan Schedule as having been assigned to Loan Group I.
“Loan Group II”: The group of Mortgage Loans identified in the Mortgage Loan Schedule as having been assigned to Loan Group II.
“Losses”: As defined in Section 9.03.
“Lost Note Affidavit”: With respect to any Mortgage Loan as to which the original Mortgage Note has been permanently lost, misplaced or destroyed and has not been replaced, an affidavit from the Originator certifying that the original Mortgage Note has been lost, misplaced or destroyed (together with a copy of the related Mortgage Note) and indemnifying the Trust against any loss, cost or liability resulting from the failure to deliver the original Mortgage Note in the form of Exhibit H hereto.
“Majority Certificateholders”: The Holders of Certificates evidencing at least 51% of the Voting Rights.
“Marker Rate”: With respect to the Class C Certificates and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC 3 Pass-Through Rates for each REMIC 3 Regular Interest (other than REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTIO and REMIC 3 Regular Interest LTP) subject to a cap (for each such REMIC 3 Regular Interest other than REMIC 3 Regular Interest LTZZ) equal to the Pass-Through Rate for the Corresponding Certificate for the purpose of this calculation; with the rate on REMIC 3 Regular Interest LTZZ subject to a cap of zero for the purpose of this calculation; provided, however, that solely for this purpose, calculations of the Uncertificated REMIC 3 Pass-Through Rate and the related caps with respect to each such REMIC 3 Regular Interest, other than REMIC 3 Regular Interest LTZZ, shall be multiplied by a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 30.
“Master Agreement”: The Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of December 1, 2005, between Fremont Investment & Loan and Greenwich Capital Financial Products, Inc..
“Master Consulting Agreement”: The master consulting agreement dated as of April 18, 2005, by and between Greenwich Capital Markets, Inc. and the Credit Risk Manager.
“Maximum Cap Rate”: For any Distribution Date and any Class of Floating Rate Certificates, a per annum equal to the product of (x) the weighted average of the Adjusted Net Maximum Mortgage Rates of the Mortgage Loans minus the Swap Expense Fee Rate plus an amount, expressed as a per annum rate, equal to the product of (i) the Net Swap Payment made by the Swap Provider divided by the aggregate Principal Balance of the Mortgage Loans and (ii) 12 and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Accrual Period.
“Maximum Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the Maximum Mortgage Rate thereunder.
“Maximum Uncertificated Accrued Interest Deferral Amount”: With respect to any Distribution Date, the excess of (a) accrued interest at the Uncertificated REMIC 3 Pass-Through Rate applicable to REMIC 3 Regular Interest LTZZ for such Distribution Date on a balance equal to the Uncertificated Principal Balance of REMIC 3 Regular Interest LTZZ minus the REMIC 3 Overcollateralization Amount, in each case for such Distribution Date, over (b) the sum of the Uncertificated Accrued Interest on REMIC 3 Regular Interest LTIA1, REMIC 3 Regular Interest LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular Interest LTIIA3, REMIC 3 Regular Interest LTIIA4, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9 and REMIC 3 Regular Interest LTM10 with the rate on each such REMIC 3 Regular Interest subject to a cap equal to (i) the Pass-Through Rate for the related Corresponding Certificate for the purpose of this calculation; provided, however, that for this purpose, calculations of the Uncertificated REMIC 3 Pass-Through Rate and the related caps with respect to each such REMIC 3 Regular Interest (other than REMIC 3 Regular Interest LTZZ) shall be multiplied by a fraction, the numerator of which is the actual number of days elapsed in the related Accrual Period and the denominator of which is 30.
“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.
“MERS”: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.
“MERS® System”: The system of recording transfers of Mortgages electronically maintained by MERS.
“Mezzanine Certificate”: Any Class M-1 Certificate, Class M-2 Certificate, Class M-3 Certificate, Class M-4 Certificate, Class M-5 Certificate, Class M-6 Certificate, Class M-7 Certificate, Class M-8 Certificate, Class M-9 Certificate and Class M-10 Certificate.
“MIN”: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS® System.
“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.
“MOM Loan”: With respect to any applicable Mortgage Loan, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof.
“Monthly Interest Distributable Amount”: With respect to any Floating Rate Certificates and the Class C Certificates and any Distribution Date, the amount of interest accrued during the related Accrual Period at the related Pass-Through Rate on the Certificate Principal Balance (or Notional Amount in the case of the Class C Certificates) of such Class immediately prior to such Distribution Date, in each case, reduced by any Net Prepayment Interest Shortfalls, Relief Act Interest Shortfalls.
“Monthly Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of principal and interest on such Mortgage Loan which is payable by the related Mortgagor from time to time under the related Mortgage Note, determined: (a) after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction with respect to such Mortgage Loan, (ii) any modifications to a Mortgage Loan pursuant to Section 3.07 and (iii) any reduction in the amount of interest collectible from the related Mortgagor pursuant to the Relief Act; (b) without giving effect to any extension granted or agreed to by the Servicer pursuant to Section 3.07; and (c) on the assumption that all other amounts, if any, due under such Mortgage Loan are paid when due.
“Moody’s”: Moody’s Investors Service, Inc., or its successor in interest.
“Mortgage”: The mortgage, deed of trust or other instrument creating a first or second lien on, or first or second priority security interest in, a Mortgaged Property securing a Mortgage Note.
“Mortgage File”: The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this Agreement.
“Mortgage Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to Section 2.01 or Section 2.03(d) as from time to time held as a part of the Trust Fund, the Mortgage Loans so held being identified in the Mortgage Loan Schedule.
“Mortgage Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC 1 on such date, separately identifying the Group I Mortgage Loans and the Group II Mortgage Loans, attached hereto as Exhibit D, as supplemented by each schedule of Subsequent Mortgage Loans. The Mortgage Loan Schedule shall be prepared by the Depositor and shall set forth the following information with respect to each Mortgage Loan, as applicable:
| | |
| (1) | the Mortgage Loan identifying number; |
| (2) | [reserved]; |
| (3) | the state and zip code of the Mortgaged Property; |
| (4) | a code indicating whether the Mortgaged Property was represented by the borrower, at the time of origination, as being owner-occupied; |
| (5) | the type of Residential Dwelling constituting the Mortgaged Property; |
| (6) | the original months to maturity; |
| (7) | the stated remaining months to maturity from the Cut-off Date (or Subsequent Cut-off Date, with respect to a Subsequent Mortgage Loan) based on the original amortization schedule; |
| (8) | the Loan-to-Value Ratio at origination; |
| (9) | the Mortgage Rate in effect immediately following the Cut-off Date (or Subsequent Cut-off Date, with respect to a Subsequent Mortgage Loan); |
| (10) | the date on which the first Monthly Payment was due on the Mortgage Loan; |
| (11) | the stated maturity date; |
| (12) | the amount of the Monthly Payment at origination; |
| (13) | the amount of the Monthly Payment due on the first Due Date after the Cut- off Date (or Subsequent Cut-off Date, with respect to a Subsequent Mortgage Loan); |
| (14) | the last Due Date on which a Monthly Payment was actually applied to the unpaid Stated Principal Balance; |
| (15) | the original principal amount of the Mortgage Loan; |
| (16) | the Stated Principal Balance of the Mortgage Loan as of the Close of Business on the Cut-off Date (or Subsequent Cut-off Date, with respect to a Subsequent Mortgage Loan); |
| (17) | a code indicating the purpose of the Mortgage Loan (i.e., purchase financing, rate/term refinancing, cash-out refinancing); |
| (18) | the Mortgage Rate at origination; |
| (19) | a code indicating the documentation program (i.e., full documentation, limited income verification, no income verification, alternative income verification); |
| (20) | the risk grade; |
| (21) | the Value of the Mortgaged Property; |
| (22) | the sale price of the Mortgaged Property, if applicable; |
| (23) | the actual unpaid principal balance of the Mortgage Loan as of the Cut-off Date (or Subsequent Cut-off Date, with respect to a Subsequent Mortgage Loan); |
| (24) | the type and term of the related Prepayment Charge; |
| (25) | with respect to any Adjustable-Rate Mortgage Loan, the rounding code, the Minimum Mortgage Rate, the Maximum Mortgage Rate, the Gross Margin, the next Adjustment Date and the Periodic Rate Cap; |
| (26) | the program code; |
| (27) | the Loan Group; |
| (28) | the MIN, if applicable, and |
| (29) | the lien priority. |
The Mortgage Loan Schedule shall set forth the following information, with respect to the Mortgage Loans in the aggregate and for each Loan Group as of the Cut-off Date (or Subsequent Cut-off Date, with respect to a Subsequent Mortgage Loan): (1) the number of Mortgage Loans (separately identifying the number of Fixed-Rate Mortgage Loans and the number of Adjustable-Rate Mortgage Loans); (2) the current Principal Balance of the Mortgage Loans; (3) the weighted average Mortgage Rate of the Mortgage Loans and (4) the weighted average remaining term to maturity of the Mortgage Loans. The Mortgage Loan Schedule shall be amended from time to time by the Servicer in accordance with the provisions of this Agreement. With respect to any Qualified Substitute Mortgage Loan, Cut-off Date shall refer to the related Cut-off Date for such Mortgage Loan, determined in accordance with the definition of Cut-off Date herein. On the Closing Date, the Depositor will deliver to the Servicer, as of the Cut-off Date, an electronic copy of the Mortgage Loan Schedule.
“Mortgage Note”: The original executed note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.
“Mortgage Pool”: The pool of Mortgage Loans, identified on Exhibit D from time to time, and any REO Properties acquired in respect thereof and as supplemented by any Subsequent Mortgage Loans identified on each schedule of Subsequent Mortgage Loans attached to a Subsequent Transfer Instrument.
“Mortgage Rate”: With respect to each Fixed-Rate Mortgage Loan, the rate set forth in the related Mortgage Note. With respect to each Adjustable-Rate Mortgage Loan, the annual rate at which interest accrues on such Mortgage Loan from time to time in accordance with the provisions of the related Mortgage Note, which rate (A) as of any date of determination until the first Adjustment Date following the Cut-off Date (or Subsequent Cut-off Date, with respect to a Subsequent Mortgage Loan) shall be the rate set forth in the Mortgage Loan Schedule as the Mortgage Rate in effect immediately following the Cut-off Date (or Subsequent Cut-off Date, with respect to a Subsequent Mortgage Loan) and (B) as of any date of determination thereafter shall be the rate as adjusted on the most recent Adjustment Date, to equal the sum, rounded to the next highest or nearest 0.125% (as provided in the Mortgage Note), of the Index, determined as set forth in the related Mortgage Note, plus the related Gross Margin subject to the limitations set forth in the related Mortgage Note. With respect to each Mortgage Loan that becomes an REO Property, as of any date of determination, the annual rate determined in accordance with the immediately preceding sentence as of the date such Mortgage Loan became an REO Property.
“Mortgaged Property”: The underlying property securing a Mortgage Loan, including any REO Property, consisting of a fee simple estate in a parcel of real property improved by a Residential Dwelling.
“Mortgagor”: The obligor on a Mortgage Note.
“Net Liquidation Proceeds”: With respect to any Liquidated Mortgage Loan or any other disposition of related Mortgaged Property (including REO Property) the related Liquidation Proceeds and Insurance Proceeds net of Advances, Servicing Advances, Servicing Fees and any other accrued and unpaid servicing fees or ancillary income received and retained in connection with the liquidation of such Mortgage Loan or Mortgaged Property.
“Net Monthly Excess Cashflow”: With respect to each Distribution Date, the sum of (a) any Overcollateralization Release Amount for such Distribution Date and (b) the excess of (x) Available Funds for such Distribution Date over (y) the sum for such Distribution Date of (A) the Monthly Interest Distributable Amounts for the Class A Certificates and Mezzanine Certificates, (B) the Unpaid Interest Shortfall Amounts for the Class A Certificates and (C) the Principal Remittance Amount.
“Net Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property), as of any date of determination, a per annum rate of interest equal to the then applicable Mortgage Rate for such Mortgage Loan minus the Servicing Fee Rate.
“Net Prepayment Interest Shortfall”: With respect to any Distribution Date, the excess, if any, of any Prepayment Interest Shortfalls for such date over the related Compensating Interest.
“Net Swap Payment”: In the case of payments made by the Trust, the excess, if any, of (x) the Fixed Swap Payment over (y) the Floating Swap Payment and in the case of payments made by the Swap Provider, the excess, if any, of (x) the Floating Swap Payment over (y) the Fixed Swap Payment. In each case, the Net Swap Payment shall not be less than zero.
“Net WAC Rate”: With respect to the Floating Rate Certificates and (X) the first four Distribution Dates, a per annum rate equal to the product of (I) a fraction, expressed as a percentage, (1) the numerator of which is equal to the product of (A) 12 multiplied by (B) the sum of (i) the amount of interest which accrued on the Initial Mortgage Loans in the prior calendar month (after giving effect to Principal Prepayments) at their Adjusted Net Mortgage Rates and (ii) any amounts withdrawn from the Interest Coverage Account, if any, for such Distribution Date minus the amount of any Net Swap Payment and Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Provider Trigger Event) made to the Swap Provider and (2) the denominator of which is equal to the sum of (i) the aggregate Stated Principal Balance of the Mortgage Loans as of the first day of the month preceding the month in which such Distribution Date occurs, after giving effect to Principal Prepayments received during the related Prepayment Period and (ii) the amounts on deposit in the Pre-Funding Accounts and (II) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Accrual Period; and (Y) thereafter, is a per annum rate equal to the product of (I) a fraction, expressed as a percentage, (1) the numerator of which is equal to the product of (A) 12 multiplied by (B) the sum of (i) the amount of interest which accrued on the Mortgage Loans in the prior calendar month (after giving effect to Principal Prepayments) at their Adjusted Net Mortgage Rates and (ii) amounts withdrawn from the Interest Coverage Account, if any, for such Distribution Date minus the amount of any Net Swap Payment and Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Provider Trigger Event) made to the Swap Provider and (2) the denominator of which is equal to the sum of (i) the aggregate Stated Principal Balance of the Mortgage Loans as of the first day of the month preceding the month in which such Distribution Date occurs, after giving effect to Principal Prepayments received during the related Prepayment Period and (ii) the amounts on deposit in the Pre-Funding Accounts and (II) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Accrual Period. For federal income tax purposes, the economic equivalent of such rate shall be expressed as the weighted average (adjusted for the actual number of days elapsed in the related Accrual Period) of the REMIC 3 Pass-Through Rates on the REMIC 3 Regular Interests (other than REMIC 3 Regular Interest LTIO), weighted on the basis of the Uncertificated Principal Balance of each such REMIC 3 Regular Interest.
“Net WAC Rate Carryover Amount”: With respect the Floating Rate Certificates and any Distribution Date, the sum of (A) the positive excess of (i) the amount of interest accrued on such Class of Certificates on such Distribution Date calculated at the related Pass-Through Rate (without regard to the related Net WAC Rate), over (ii) the amount of interest accrued on such Class of Certificates at the Net WAC Rate for such Distribution Date and (B) the Net WAC Rate Carryover Amount for the previous Distribution Date not previously paid, together with interest thereon at a rate equal to the related Pass-Through Rate (without regard to the Net WAC Rate) for the most recently ended Accrual Period.
“Net WAC Rate Carryover Reserve Account”: The account established and maintained pursuant to Section 4.07.
“New Lease”: Any lease of REO Property entered into on behalf of the Trust, including any lease renewed or extended on behalf of the Trust if the Trust has the right to renegotiate the terms of such lease.
“NIMS Insurer”: Any insurer that is guaranteeing certain payments under notes secured by collateral which includes all or a portion of the Class C Certificates, the Class P Certificates and/or the Residual Certificates.
“Nonrecoverable Advance”: Any Advance or Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Property that, in the good faith business judgment of the Servicer, will not be ultimately recoverable from Late Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds on such Mortgage Loan or REO Property as provided herein.
“Notional Amount”: Immediately prior to any Distribution Date with respect to the Class C Interest, the aggregate of the Uncertificated Principal Balance of the REMIC 3 Regular Interests (other than REMIC 3 Regular Interest LTP).
“Offered Certificates”: The Class A Certificates and the Mezzanine Certificates offered to the public pursuant to the Prospectus Supplement.
“Officers’ Certificate”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a vice president (however denominated), or by the Treasurer, the Secretary, or one of the assistant treasurers or assistant secretaries of the Servicer, the Originator or the Depositor, as applicable.
“Opinion of Counsel”: A written opinion of counsel, who may, without limitation, be a salaried counsel for the Depositor or the Servicer, acceptable to the Trustee, except that any opinion of counsel relating to (a) the qualification of any REMIC as a REMIC or (b) compliance with the REMIC Provisions must be an opinion of Independent counsel.
“Optional Termination Date”: The first Distribution Date on which the Terminator may opt to terminate the Trust Fund pursuant to Section 10.01.
“Original Class Certificate Principal Balance”: With respect to the Class A Certificates, the Mezzanine Certificates, the Class C Certificates, the Class C Interest, the Class P Certificates and the Class P Interest, the corresponding amounts set forth opposite such Class above in the Preliminary Statement.
“Original Group I Pre-Funded Amount”: The amount deposited by the Depositor in the Group I Pre-Funding Account on the Closing Date, which amount is $229,839,482.91.
“Original Group II Pre-Funded Amount”: The amount deposited by the Depositor in the Group II Pre-Funding Account on the Closing Date, which amount is $337,068,542.52.
“Original Pre-Funded Amounts”: The Original Group I Pre-Funded Amount and the Original Group II Pre-Funded Amount.
“Originator”: Fremont Investment & Loan, or its successor in interest.
“Overcollateralization Deficiency Amount”: With respect to any Distribution Date, the amount, if any, by which the Overcollateralization Target Amount exceeds the Overcollateralized Amount on such Distribution Date (assuming that 100% of the Principal Remittance Amount is applied as a principal distribution on such Distribution Date).
“Overcollateralization Floor”: With respect to the Group I Certificates, $3,370,251.52. With respect to the Group II Certificates, $4,778,428.65. With respect to the Mezzanine Certificates, $ 8,148,680.17.
“Overcollateralization Release Amount”: With respect to any Distribution Date, the lesser of (x) the Principal Remittance Amount for such Distribution Date and (y) the Excess Overcollateralized Amount.
“Overcollateralization Target Amount”: With respect to any Distribution Date, (i) prior to the Stepdown Date, an amount equal to 1.95% of the sum of (a) the aggregate Stated Principal Balance of the Initial Mortgage Loans as of the Cut-off Date and (b) the Original Pre-Funded Amounts, (ii) on or after the Stepdown Date provided a Trigger Event is not in effect, the greater of (A) 3.90% of the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) an amount equal to 0.50% of (x) the aggregate Stated Principal Balance of the Initial Mortgage Loans as of the Cut-off Date and (y) the Original Pre-Funded Amounts and (iii) on or after the Stepdown Date if a Trigger Event is in effect, the Overcollateralization Target Amount for the immediately preceding Distribution Date. Notwithstanding the foregoing, on and after any Distribution Date following the reduction of the aggregate Certificate Principal Balance of the Floating Rate Certificates to zero, the Overcollateralization Target Amount shall be zero.
“Overcollateralized Amount”: For any Distribution Date, the amount equal to (i) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and any funds on deposit in the Pre-Funding Accounts minus (ii) the sum of the aggregate Certificate Principal Balance of the Class A Certificates and Mezzanine Certificates and the Class P Certificates as of such Distribution Date after giving effect to distributions to be made on such Distribution Date.
“Ownership Interest”: As to any Certificate, any ownership or security interest in such Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.
“Pass-Through Rate”: With respect each Distribution Date and each Class of Floating Rate Certificates, a floating rate equal to the lesser of (i) the related Formula Rate and (ii) the Net WAC Rate with respect to such Distribution Date.
With respect to the Class C Interest and any Distribution Date, a per annum rate equal to the percentage equivalent of a fraction, the numerator of which is (x) the sum of (i) 100% of the interest on REMIC 3 Regular Interest LTP and (ii) interest on the Uncertificated Balance of each REMIC 3 Regular Interest listed in clause (y) at a rate equal to the related Uncertificated REMIC 3 Pass-Through Rate minus the Marker Rate and the denominator of which is (y) the aggregate Uncertificated Principal Balance of REMIC 3 Regular Interests LTAA, LTIA1, LTIIA1, LTIIA2, LTIIA3, LTIIA4, LTM1, LTM2, LTM3, LTM4, LTM5, LTM6, LTM7, LTM8, LTM9, LTM10 and LTZZ.
The Class P Certificates, Class R Certificates and Class R-X Certificates will not accrue interest and therefore will not have a Pass-Through Rate.
With respect to the Class C Certificates, 100% of the interest distributable to the Class C Interest, expressed as a per annum rate.
The Class IO Interest shall not have a Pass-Through Rate, but interest for such Regular Interest and each Distribution Date shall be an amount equal to 100% of the amounts distributable to REMIC 3 Regular Interest LTIO for such Distribution Date.
The REMIC 7 Regular Interest SWAP IO shall not have a Pass-Through Rate, but interest for such Regular Interest and each Distribution Date shall be an amount equal to 100% of the amounts distributable to the Class IO Interest for such Distribution Date.
“Paying Agent”: Any paying agent appointed pursuant to Section 5.05.
“Percentage Interest”: With respect to any Certificate (other than a Class C Certificates or a Residual Certificate), a fraction, expressed as a percentage, the numerator of which is the Initial Certificate Principal Balance represented by such Certificate and the denominator of which is the Original Class Certificate Principal Balance of the related Class. With respect to a Residual Certificate or Class C Certificate, the portion of the Class evidenced thereby, expressed as a percentage, as stated on the face of such Certificate; provided, however, that the sum of all such percentages for each such Classes totals 100%.
“Periodic Rate Cap”: With respect to each Adjustable-Rate Mortgage Loan and any Adjustment Date therefor, the fixed percentage set forth in the related Mortgage Note, which is the maximum amount by which the Mortgage Rate for such Mortgage Loan may increase or decrease (without regard to the Maximum Mortgage Rate or the Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in effect immediately prior to such Adjustment Date.
“Permitted Investments”: Any one or more of the following obligations or securities acquired at a purchase price of not greater than par, regardless of whether issued or managed by the Depositor, the Servicer, the NIMS Insurer, the Trustee or any of their respective Affiliates or for which an Affiliate of the NIMS Insurer or Trustee serves as an advisor:
(i) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality thereof, provided such obligations are backed by the full faith and credit of the United States;
(ii) (A) demand and time deposits in, certificates of deposit of, bankers’ acceptances issued by or federal funds sold by any depository institution or trust company (including the Trustee or its agent acting in their respective commercial capacities) incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state authorities, so long as, at the time of such investment or contractual commitment providing for such investment, such depository institution or trust company (or, if the only Rating Agency is S&P, in the case of the principal depository institution in a depository institution holding company, debt obligations of the depository institution holding company) or its ultimate parent has a short-term uninsured debt rating in one of the two highest available ratings of Moody’s and the highest available rating category of Fitch and S&P and provided that each such investment has an original maturity of no more than 365 days; and provided further that, if the only Rating Agency is S&P and if the depository or trust company is a principal subsidiary of a bank holding company and the debt obligations of such subsidiary are not separately rated, the applicable rating shall be that of the bank holding company; and, provided further that, if the original maturity of such short- term obligations of a domestic branch of a foreign depository institution or trust company shall exceed 30 days, the short-term rating of such institution shall be A-1+ in the case of S&P if S&P is the Rating Agency; and (B) any other demand or time deposit or deposit which is fully insured by the FDIC;
(iii) repurchase obligations with a term not to exceed 30 days with respect to any security described in clause (i) above and entered into with a depository institution or trust company (acting as principal) rated F-1+ or higher by Fitch, P-1 by Moody’s and rated A-1+ or higher by S&P, provided, however, that collateral transferred pursuant to such repurchase obligation must be of the type described in clause (i) above and must (A) be valued daily at current market prices plus accrued interest, (B) pursuant to such valuation, be equal, at all times, to 105% of the cash transferred by the Trustee in exchange for such collateral and (C) be delivered to the Trustee or, if the Trustee is supplying the collateral, an agent for the Trustee, in such a manner as to accomplish perfection of a security interest in the collateral by possession of certificated securities;
(iv) securities bearing interest or sold at a discount that are issued by any corporation incorporated under the laws of the United States of America or any State thereof and that are rated by S&P (and if rated by any other Rating Agency, also by such other Rating Agency) in its highest long-term unsecured rating category at the time of such investment or contractual commitment providing for such investment;
(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than 30 days after the date of acquisition thereof) that is rated by S&P (and if rated by any other Rating Agency, also by such other Rating Agency) in its highest short-term unsecured debt rating available at the time of such investment;
(vi) units of money market funds, including those money market funds managed or advised by the Trustee or its Affiliates, that have been rated “AAA” by Fitch (if rated by Fitch), “Aaa” by Moody’s and “AAAm” or “AAAm-G” by S&P; and
(vii) if previously confirmed in writing to the Trustee, any other demand, money market or time deposit, or any other obligation, security or investment, as may be acceptable to the Rating Agencies in writing as a permitted investment of funds backing securities having ratings equivalent to its highest initial rating of the Class A Certificates;
provided, that no instrument described hereunder shall evidence either the right to receive (a) only interest with respect to the obligations underlying such instrument or (b) both principal and interest payments derived from obligations underlying such instrument and the interest and principal payments with respect to such instrument provide a yield to maturity at par greater than 120% of the yield to maturity at par of the underlying obligations.
“Permitted Transferee”: Any transferee of a Residual Certificate other than a Disqualified Organization or a non-U.S. Person.
“Person”: Any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
“Plan”: Any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Keogh plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code.
“Pool Balance”: As of any date of determination, the aggregate Stated Principal Balance of the Mortgage Loans in both Loan Groups as of such date.
“Pre-Funding Accounts”: The Group I Pre-Funding Account and the Group II Pre-Funding Account.
“Prepayment Assumption”: As defined in the Prospectus Supplement.
“Prepayment Charge”: With respect to any Mortgage Loan, the charges or premiums, if any, due in connection with a full or partial Principal Prepayment of such Mortgage Loan in accordance with the terms thereof (other than any Servicer Prepayment Charge Payment Amount).
“Prepayment Charge Schedule”: As of any date, the list of Prepayment Charges on the Mortgage Loans included in the Trust Fund on such date, attached hereto as Schedule I (including the prepayment charge summary attached thereto). The Prepayment Charge Schedule shall set forth the following information with respect to each Prepayment Charge:
(i) the Mortgage Loan identifying number;
(ii) a code indicating the type of Prepayment Charge;
(iii) the state of origination of the related Mortgage Loan;
(iv) the date on which the first monthly payment was due on the related Mortgage Loan;
(v) the term of the related Prepayment Charge; and
(vi) the Stated Principal Balance of the related Mortgage Loan as of the Cut-off Date (or Subsequent Cut-off Date, with respect to a Subsequent Mortgage Loan).
The Prepayment Charge Schedule shall be amended from time to time by the Servicer in accordance with the provisions of this Agreement and a copy of such amended Prepayment Charge Schedule shall be furnished by the Servicer to the NIMS Insurer.
“Prepayment Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan that was the subject of a Principal Prepayment in full during the portion of the related Prepayment Period occurring between the first day and the 15th day of the calendar month (in the case of Fremont) or the 13th day of the calendar month in which such Distribution Date occurs, an amount equal to interest (to the extent received) at the applicable Net Mortgage Rate on the amount of such Principal Prepayment for the number of days commencing on the first day of the calendar month in which such Distribution Date occurs and ending on the date on which such prepayment is so applied.
“Prepayment Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan that was the subject of a Principal Prepayment during the portion of the related Prepayment Period occurring from the first day of the related Prepayment Period through the last day of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to one-month’s interest at the applicable Net Mortgage Rate less any payments made by the Mortgagor on the amount of such Principal Prepayment for the number of days commencing on the date such Principal Prepayment is received and ending on the last day of the calendar month preceding the month in which such Distribution Date occurs.
“Prepayment Period”: With respect to any Distribution Date and any Mortgage Loan serviced by Fremont, the period commencing on the 16th day of the calendar month preceding the month in which the related Distribution Date occurs (or, in the case of the first Distribution Date, from September 1, 2006) and ending on the 15th day of the calendar month in which such Distribution Date occurs. With respect to any Distribution Date and any Mortgage Loan serviced by Wells Fargo Bank, the period commencing on the 14th day of the month preceding the month in which such Distribution Date falls and ending on the 13th day of the calendar month in which such Distribution Date occurs.
“Principal Balance”: As to any Mortgage Loan other than a Liquidated Mortgage Loan, and any day, the related Cut-off Date Principal Balance, minus all collections credited against the Cut-off Date Principal Balance of any such Mortgage Loan. For purposes of this definition, a Liquidated Mortgage Loan shall be deemed to have a Principal Balance equal to the Principal Balance of the related Mortgage Loan as of the final recovery of related Liquidation Proceeds and a Principal Balance of zero thereafter. As to any REO Property and any day, the Principal Balance of the related Mortgage Loan immediately prior to such Mortgage Loan becoming REO Property minus any REO Principal Amortization received with respect thereto on or prior to such day.
“Principal Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due Date and which is not accompanied by an amount of interest representing the full amount of scheduled interest due on any Due Date in any month or months subsequent to the month of prepayment.
“Principal Remittance Amount”: With respect to any Distribution Date, the sum of the Group I Principal Remittance Amount and the Group II Principal Remittance Amount.
“Prospectus Supplement”: That certain Prospectus Supplement dated September 29, 2006 relating to the public offering of the Class A Certificates and the Mezzanine Certificates.
“Purchase Price”: With respect to any Mortgage Loan or REO Property to be purchased by the Originator, the Seller or the Servicer pursuant to or as contemplated by Section 2.03, Section 3.16(c) or Section 10.01, and as confirmed by an Officers’ Certificate from the Originator or 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 10.01), (ii) in the case of (x) a Mortgage Loan, accrued interest on such Stated Principal Balance at the applicable Mortgage Rate in effect from time to time from the Due Date as to which interest was last covered by a payment by the Mortgagor or an Advance by the Servicer, which payment or Advance had as of the date of purchase been distributed pursuant to Section 4.01, through the end of the calendar month in which the purchase is to be effected, and (y) an REO Property, the sum of (1) accrued interest on such Stated Principal Balance at the applicable Mortgage Rate in effect from time to time from the Due Date as to which interest was last covered by a payment by the Mortgagor or an advance by the Servicer through the end of the calendar month immediately preceding the calendar month in which such REO Property was acquired, plus (2) REO Imputed Interest for such REO Property for each calendar month commencing with the calendar month in which such REO Property was acquired and ending with the calendar month in which such purchase is to be effected, net of the total of all net rental income, Insurance Proceeds, Liquidation Proceeds and Advances that as of the date of purchase had been distributed as or to cover REO Imputed Interest pursuant to Section 4.04, (iii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts previously withdrawn from the Collection Account in respect of such Mortgage Loan or REO Property pursuant to Section 3.23 and (v) in the case of a Mortgage Loan required to be purchased pursuant to Section 2.03, expenses reasonably incurred or to be incurred by the Servicer, the NIMS Insurer or the Trustee in respect of the breach or defect giving rise to the purchase obligation including any costs and damages incurred by the Trust Fund in connection with any violation by such loan of any predatory or abusive lending law. With respect to the Originator and any Mortgage Loan or REO Property to be purchased pursuant to or as contemplated by Section 2.03 or 10.01, and as confirmed by a certificate of an Officers’ Certificate of the Originator to the Trustee, an amount equal to the amount set forth pursuant to the terms of the Master Agreement.
“Qualified Insurer”: Any insurance company acceptable to Fannie Mae.
“Qualified Substitute Mortgage Loan”: With respect to the Seller, a mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement which must, on the date of such substitution, (i) have an outstanding Stated Principal Balance (or in the case of a substitution of more than one mortgage loan for a Deleted Mortgage Loan, an aggregate Stated Principal Balance), after application of all scheduled payments of principal and interest due during or prior to the month of substitution, not in excess of, and not more than 5% less than, the outstanding Stated Principal Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs, (ii) have a Mortgage Rate not less than (and not more than one percentage point in excess of) the Mortgage Rate of the Deleted Mortgage Loan, (iii) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have a Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have a Minimum Mortgage Rate not less than the Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have a Gross Margin equal to or greater than the Gross Margin of the Deleted Mortgage Loan, (vi) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have a next Adjustment Date not more than two months later than the next Adjustment Date on the Deleted Mortgage Loan, (vii) have a remaining term to maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan, (viii) be current as of the date of substitution, (ix) have a Loan-to-Value Ratio as of the date of substitution equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (x) have a risk grading determined by the Originator at least equal to the risk grading assigned on the Deleted Mortgage Loan, (xi) have been underwritten or reunderwritten by the related Originator in accordance with the same underwriting criteria and guidelines as the Deleted Mortgage Loan, (xii) be a first lien mortgage loan if the Deleted Mortgage Loan is a first lien mortgage loan and (xiii) conform to each representation and warranty set forth in Section 3.01 of the Mortgage Loan Purchase Agreement or assigned to the Depositor pursuant to the related Assignment Agreement applicable to the Deleted Mortgage Loan. In the event that one or more mortgage loans are substituted for one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall be determined on the basis of aggregate Stated Principal Balance, the Mortgage Rates described in clause (ii) hereof shall be satisfied for each such mortgage loan, the risk gradings described in clause (x) hereof shall be satisfied as to each such mortgage loan, the terms described in clause (vii) hereof shall be determined on the basis of weighted average remaining term to maturity (provided that no such mortgage loan may have a remaining term to maturity longer than the Deleted Mortgage Loan), the Loan-to-Value Ratios described in clause (ix) hereof shall be satisfied as to each such mortgage loan and, except to the extent otherwise provided in this sentence, the representations and warranties described in clause (xii) hereof must be satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate, as the case may be. With respect to each Originator, a mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms of the related Master Agreement which must, on the date of such substitution conform to the terms set forth in the related Master Agreement.
“Rating Agency or Rating Agencies”: Fitch, Moody’s and S&P or their successors. If such agencies or their successors are no longer in existence, “Rating Agencies” shall be such nationally recognized statistical rating agencies, or other comparable Persons, designated by the Depositor, notice of which designation shall be given to the Trustee and Servicer.
“Realized Loss”: With respect to any Liquidated Mortgage Loan, the amount of loss realized equal to the portion of the Stated Principal Balance remaining unpaid after application of all Net Liquidation Proceeds in respect of such Mortgage Loan. If the Servicer receives Subsequent Recoveries with respect to any Mortgage Loan, the amount of the Realized Loss with respect to that Mortgage Loan will be reduced to the extent such recoveries are applied to principal distributions on any Distribution Date.
“Record Date”: With respect to (i) the Class P Certificates, the Class C Certificates and the Residual Certificates, the Close of Business on the last Business Day of the calendar month preceding the month in which the related Distribution Date occurs and (ii) the Floating Rate Certificates, the Close of Business on the Business Day immediately preceding the related Distribution Date; provided, however, that following the date on which Definitive Certificates for any of the Floating Rate Certificates are available pursuant to Section 5.02, the Record Date for such Certificates that are Definitive Certificates shall be the last Business Day of the calendar month preceding the month in which the related Distribution Date occurs.
“Reference Banks”: Those banks (i) with an established place of business in London, England, (ii) not controlling, under the control of or under common control with the Originator or the Servicer or any Affiliate thereof and (iii) which have been designated as such by the Trustee after consultation with the Depositor; provided, however, that if fewer than two of such banks provide a LIBOR rate, then any leading banks selected by the Trustee after consultation with the Depositor which are engaged in transactions in United States dollar deposits in the international Eurocurrency market.
“Refinanced Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase the related Mortgaged Property.
“Regular Certificate”: Any of the Class A Certificates, Mezzanine Certificates, Class C Certificates or Class P Certificates.
“Reimbursement amount”: As defined in Section 3.29.
“Relief Act”: The Servicemembers Civil Relief Act or any state law providing for similar relief.
“Relief Act Interest Shortfall”: With respect to any Distribution Date, for any Mortgage Loan with respect to which there has been a reduction in the amount of interest collectible thereon for the most recently ended Due Period as a result of the application of the Relief Act or any similar state or local laws, the amount by which (i) interest collectible on such Mortgage Loan during such Due Period is less than (ii) one month’s interest on the Principal Balance of such Mortgage Loan at the Mortgage Rate for such Mortgage Loan before giving effect to the application of the Relief Act or such state or local laws.
“REMIC”: A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.
“REMIC 1”: The segregated pool of assets subject hereto, constituting the primary trust created hereby and to be administered hereunder, with respect to which a REMIC election is to be made consisting of: (i) such Mortgage Loans as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto, and together with all collections thereon and proceeds thereof, (ii) any REO Property, together with all collections thereon and proceeds thereof, (iii) the Trustee’s rights with respect to the Mortgage Loans under all insurance policies required to be maintained pursuant to this Agreement and any proceeds thereof, (iv) the Depositor’s rights under the Assigment Agreement (including any security interest created thereby) and (v) the Collection Account, the Distribution Account (subject to the last sentence of this definition) and any REO Account and such assets that are deposited therein from time to time and any investments thereof, together with any and all income, proceeds and payments with respect thereto. Notwithstanding the foregoing, however, a REMIC election will not be made with respect to the Pre-Funding Accounts, the Interest Coverage Accounts, any Subsequent Mortgage Loan Interest, the Net WAC Rate Carryover Reserve Account, the Basis Risk Cap Agreement, the Interest Rate Cap Contract, the Cap Allocation Agreement, the Cap Account, the Interest Rate Swap Agreement, the Swap Accounts, the Supplemental Interest Trust or any Servicer Prepayment Charge Payment Amounts.
“REMIC 1 Regular Interests”: One of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular Interest in REMIC 1. Each REMIC 1 Regular Interest shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The following is a list of each of the REMIC 1 Regular Interests: REMIC 1 Regular Interest LT1, REMIC 1 Regular Interest LT1PF, REMIC 1 Regular Interest LT2, REMIC 1 Regular Interest LT2PF and REMIC 1 Regular Interest LTP.
“REMIC 2”: The segregated pool of assets consisting of all of the REMIC 1 Regular Interests and conveyed in trust to the Trustee, for the benefit of REMIC 3, as holder of the REMIC 2 Regular Interests, and the Class R Certificateholders, as Holders of the Class R-2 Interest, pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.
“REMIC 2 Regular Interest”: Any of the separate non-certificated beneficial ownership interests in REMIC 2 issued hereunder and designated as a “regular interest” in REMIC 2. Each REMIC 2 Regular Interest shall accrue interest at the Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto.
“REMIC 3”: The segregated pool of assets consisting of all of the REMIC 2 Regular Interests and conveyed in trust to the Trustee, for the benefit of REMIC 4, as holder of the REMIC 3 Regular Interests, and the Class R Certificateholders, as Holders of the Class R-3 Interest, pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.
“REMIC 3 Interest Loss Allocation Amount”: With respect to any Distribution Date, an amount equal to (a) the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and related REO Properties then outstanding and (ii) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest LTAA minus the Marker Rate, divided by (b) 12.
“REMIC 3 Overcollateralization Amount”: With respect to any date of determination, (i) 1.00% of the aggregate Uncertificated Principal Balance of the REMIC 3 Regular Interests (other than the REMIC 3 Regular Interest LTP) minus (ii) the aggregate Uncertificated Principal Balances of REMIC 3 Regular Interest LTIA1, REMIC 3 Regular Interest LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular Interest LTIIA3, REMIC 3 Regular Interest LTIIA4, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9 and REMIC 3 Regular Interest LTM10, in each case as of such date of determination.
“REMIC 3 Overcollateralization Target Amount”: 1.00% of the Overcollateralization Target Amount.
“REMIC 3 Principal Loss Allocation Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and related REO Properties then outstanding and the amounts on deposit in the Pre-Funding Accounts (exclusive of any investment income therein) and (ii) 1 minus a fraction, the numerator of which is two times the aggregate Uncertificated Principal Balance of REMIC 3 Regular Interest LTIA1, REMIC 3 Regular Interest LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular Interest LTIIA3, REMIC 3 Regular Interest LTIIA4, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9 and REMIC 3 Regular Interest LTM10 and the denominator of which is the aggregate Uncertificated Principal Balance of REMIC 3 Regular Interest LTIA1, REMIC 3 Regular Interest LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular Interest LTIIA3, REMIC 3 Regular Interest LTIIA4, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9 and REMIC 3 Regular Interest LTM10 and REMIC 3 Regular Interest LTZZ.
“REMIC 3 Regular Interests”: One of the separate non-certificated beneficial ownership interests in REMIC 3 issued hereunder and designated as a Regular Interest in REMIC 3. Each REMIC 3 Regular Interest shall accrue interest at the Uncertificated REMIC 3 Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal (other than REMIC 3 Regular Interest LTIO), subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The following is a list of each of the REMIC 3 Regular Interests: REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTIA1, REMIC 3 Regular Interest LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular Interest LTIIA3, REMIC 3 Regular Interest LTIIA4, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9 and REMIC 3 Regular Interest LTM10, REMIC 3 Regular Interest LTZZ, REMIC 3 Regular Interest LTP and REMIC 3 Regular Interest LTIO.
“REMIC 4”: The segregated pool of assets consisting of all of the REMIC 3 Regular Interests conveyed in trust to the Trustee, for the benefit of the Holders of the Regular Certificates (other than the Class C Certificates and Class P Certificates), the Class C Interest, the Class P Interest, the Class IO Interest and the Class R Certificates (in respect of the Class R-4 Interest), pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.
“REMIC 4 Regular Interest”: The Class C Interest, Class P Interest, Class IO Interest and any “regular interest” in REMIC 4 the ownership of which is represented by a Class A Certificate or Class M Certificate.
“REMIC 5”: The segregated pool of assets consisting of the Class C Interest conveyed in trust to the Trustee, for the benefit of the Holders of the Class C Certificates and the Class R-X Certificates (in respect of the Class R-5 Interest), pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.
“REMIC 5 Regular Interest”: Any “regular interest” in REMIC 5 the ownership of which is represented by a Class C Certificate.
“REMIC 6”: The segregated pool of assets consisting of the Class P Interest conveyed in trust to the Trustee, for the benefit of the Holders of the Class P Certificates and the Class R-X Certificates (in respect of the Class R-6 Interest), pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.
“REMIC 6 Regular Interest”: Any “regular interest” in REMIC 6 the ownership of which is represented by a Class P Certificate.
“REMIC 7”: The segregated pool of assets consisting of the Class IO Interest conveyed in trust to the Trustee, for the benefit of the Holders of the REMIC 7 Regular Interest SWAP IO and the Class R-X Certificates (in respect of the Class R-7 Interest), pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.
“REMIC Provisions”: Provisions of the federal income tax law relating to real estate mortgage investment conduits which appear at Section 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations and rulings promulgated thereunder, as the foregoing may be in effect from time to time.
“REMIC Regular Interest”: A REMIC 1 Regular Interest, REMIC 2 Regular Interest, REMIC 3 Regular Interest, REMIC 4 Regular Interest, REMIC 5 Regular Interest or REMIC 6 Regular Interest.
“Remittance Report”: A report prepared by the Servicer and delivered to the Trustee and the NIMS Insurer pursuant to Section 4.04.
“Rents from Real Property”: With respect to any REO Property, gross income of the character described in Section 856(d) of the Code.
“REO Account”: The account or accounts maintained by the Servicer in respect of an REO Property pursuant to Section 3.23.
“REO Disposition”: The sale or other disposition of an REO Property on behalf of the Trust Fund.
“REO Imputed Interest”: As to any REO Property, for any calendar month during which such REO Property was at any time part of the Trust Fund, one month’s interest at the applicable Net Mortgage Rate on the Stated Principal Balance of such REO Property (or, in the case of the first such calendar month, of the related Mortgage Loan if appropriate) as of the Close of Business on the Distribution Date in such calendar month.
“REO Principal Amortization”: With respect to any REO Property, for any calendar month, the excess, if any, of (a) the aggregate of all amounts received in respect of such REO Property during such calendar month, whether in the form of rental income, sale proceeds (including, without limitation, that portion of the Termination Price paid in connection with a purchase of all of the Mortgage Loans and REO Properties pursuant to Section 10.01 that is allocable to such REO Property) or otherwise, net of any portion of such amounts (i) payable pursuant to Section 3.23 in respect of the proper operation, management and maintenance of such REO Property or (ii) payable or reimbursable to the Servicer pursuant to Section 3.23 for unpaid Servicing Fees in respect of the related Mortgage Loan and unreimbursed Servicing Advances and Advances in respect of such REO Property or the related Mortgage Loan, over (b) the REO Imputed Interest in respect of such REO Property for such calendar month.
“REO Property”: A Mortgaged Property acquired by the Servicer on behalf of the Trust Fund through foreclosure or deed-in-lieu of foreclosure, as described in Section 3.23.
“Request for Release”: A release signed by a Servicing Officer, in the form of Exhibit E attached hereto.
“Reserve Interest Rate”: With respect to any Interest Determination Date, the rate per annum that the Trustee determines to be either (i) the arithmetic mean (rounded upwards if necessary to the nearest whole multiple of 1/16 of 1%) of the one-month United States dollar lending rates which banks in The City of New York selected by the Depositor are quoting on the relevant Interest Determination Date to the principal London offices of leading banks in the London interbank market or (ii) in the event that the Trustee can determine no such arithmetic mean, in the case of any Interest Determination Date after the initial Interest Determination Date, the lowest one-month United States dollar lending rate which such New York banks selected by the Depositor are quoting on such Interest Determination Date to leading European banks.
“Residential Dwelling”: Any one of the following: (i) a detached one-family dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family dwelling unit in a Fannie Mae eligible condominium project, (iv) a manufactured home, or (v) a detached one-family dwelling in a planned unit development, none of which is a co-operative or mobile home.
“Residual Certificate”: The Class R Certificates and the Class R-X Certificates.
“Residual Interest”: The sole class of “residual interests” in a REMIC within the meaning of Section 860G(a)(2) of the Code.
“Responsible Officer”: When used with respect to the Trustee, any director, any vice president, any assistant vice president, the Secretary, any assistant secretary, the Treasurer, any assistant treasurer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and, with respect to a particular matter, to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.
“S&P”: Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or its successor in interest.
“SEC”: Securities and Exchange Commission.
“Seller”: Greenwich Capital Financial Products, Inc., a Delaware corporation, in its capacity as Seller under the Assignment Agreement.
“Senior Principal Distribution Amount”: With respect to any Distribution Date, the sum of (i) the Group I Senior Principal Distribution Amount and (ii) the Group II Senior Principal Distribution Amount.
“Servicer”: Wells Fargo Bank, N.A., or any successor servicer appointed as herein provided, in its capacity as Servicer hereunder, effective January 1, 2007 and February 1, 2007. From the Cut-off Date through and including December 31, 2006, and January 31, 2007 the Servicer shall be Fremont Investment & Loan, or any successor servicer appointed as provided under the Master Agreement.
“Servicer Certification”: As defined in Section 4.07(b)(ii) hereof.
“Servicer Event of Termination”: One or more of the events described in Section 7.01.
“Servicer Prepayment Charge Payment Amount”: The amounts payable by the Servicer in respect of any waived Prepayment Charges pursuant to Section 2.05 or Section 3.01.
“Servicer Remittance Date”: With respect to any Distribution Date, the third Business Day prior to such Distribution Date.
“Servicing Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Servicer in the performance of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration, inspection and protection of the Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, (iii) the management and liquidation of the REO Property, (iv) obtaining broker price opinions, (v) locating missing Mortgage Loan documents and (vi) compliance with the obligations under Sections 3.01, 3.09, 3.14, 3.16, and 3.23. Servicing Advances also include any reasonable “out-of-pocket” costs and expenses (including legal fees) incurred by the Servicer in connection with executing and recording instruments of satisfaction, deeds of reconveyance or Assignments of Mortgage in connection with any foreclosure in respect of any Mortgage Loan to the extent not recovered from the related Mortgagor or otherwise payable under this Agreement. The Servicer shall not be required to make any Servicing Advance that would be a Nonrecoverable Advance.
“Servicing Fee”: With respect to each Mortgage Loan, the amount of the annual fee paid to the Servicer, which shall, for a period of one full month, be equal to one-twelfth of the product of (a) the Servicing Fee Rate (without regard to the words "per annum") and (b) the outstanding principal balance of such Mortgage Loan. Such fee shall be payable monthly, computed on the basis of the same principal amount and period respecting which any related interest payment on a Mortgage Loan is received. The obligation for payment of the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion (including recoveries with respect to interest from Liquidation Proceeds) of such Monthly Payment collected by the Servicer, or as otherwise provided under Section 3.11.
“Servicing Fee Rate”: 0.50% per annum.
“Servicing Officer”: Any officer of the Servicer involved in, or responsible for, the administration and servicing of Mortgage Loans, whose name and specimen signature appear on a list of servicing officers furnished by the Servicer to the Trustee and the Depositor on the Closing Date, as such list may from time to time be amended.
“Servicing Standard”: As defined in Section 3.01.
“Servicing Transfer Costs”: Shall mean all reasonable costs and expenses incurred by the Trustee in connection with the transfer of servicing from a predecessor servicer, including, without limitation, any reasonable costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee (or any successor servicer appointed pursuant to Section 7.02) to service the Mortgage Loans properly and effectively and any fees associated with MERS.
“Startup Day”: As defined in Section 9.01(b) hereof.
“Stated Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of determination up to but not including the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan would be distributed, the outstanding principal balance of such Mortgage Loan as of the Cut-off Date as shown in the Mortgage Loan Schedule, minus the sum of (i) the principal portion of each Monthly Payment due on a Due Date subsequent to the Cut-off Date to the extent received from the Mortgagor or advanced by the Servicer and distributed pursuant to Section 4.01 on or before such date of determination, (ii) all Principal Prepayments received after the Cut-off Date to the extent distributed pursuant to Section 4.01 on or before such date of determination, (iii) all Liquidation Proceeds and Insurance Proceeds to the extent distributed pursuant to Section 4.01 on or before such date of determination, and (iv) any Realized Loss incurred with respect thereto as a result of a Deficient Valuation made during or prior to the Due Period for the most recent Distribution Date coinciding with or preceding such date of determination; and (b) as of any date of determination coinciding with or subsequent to the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan would be distributed, zero. With respect to any REO Property: (a) as of any date of determination up to but not including the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such REO Property would be distributed, an amount (not less than zero) equal to the Stated Principal Balance of the related Mortgage Loan as of the date on which such REO Property was acquired on behalf of the Trust Fund, minus the aggregate amount of REO Principal Amortization in respect of such REO Property for all previously ended calendar months, to the extent distributed pursuant to Section 4.01 on or before such date of determination; and (b) as of any date of determination coinciding with or subsequent to the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such REO Property would be distributed, zero.
“Stepdown Date”: The earlier to occur of (i) the Distribution Date following the Distribution Date on which the aggregate Certificate Principal Balance of the Class A Certificates have been reduced to zero and (ii) the later to occur of (x) the Distribution Date occurring in October 2009 and (y) the first Distribution Date on which the Credit Enhancement Percentage (calculated for this purpose only after taking into account payments of principal on the Mortgage Loans but prior to distribution of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount to the Certificates then entitled to distributions of principal on such Distribution Date) is equal to or greater than 43.60%.
“Sub-Servicer”: Any Person with which the Servicer has entered into a Sub- Servicing Agreement and which meets the qualifications of a Sub-Servicer pursuant to Section 3.02.
“Sub-Servicing Account”: An account established by a Sub-Servicer which meets the requirements set forth in Section 3.08 and is otherwise acceptable to the Servicer.
“Sub-Servicing Agreement”: The written contract between the Servicer and a Sub-Servicer relating to servicing and administration of certain Mortgage Loans as provided in Section 3.02.
“Subsequent Assignment and Recognition Agreement”: The agreement between the Depositor and the Seller, regarding the transfer of the Subsequent Mortgage Loans by the Seller to the Depositor.
“Subsequent Cut-off Date”: With respect to those Subsequent Mortgage Loans sold to the Trust Fund pursuant to a Subsequent Transfer Instrument, the later of (i) first day of the month in which the related Subsequent Transfer Date occurs or (ii) the date of origination of such Mortgage Loan.
Subsequent Group I Mortgage Loan”: A Subsequent Mortgage Loan to be included in Loan Group I.
“Subsequent Group II Mortgage Loan”: A Subsequent Mortgage Loan to be included in Loan Group II.
“Subsequent Mortgage Loan”: A Mortgage Loan sold by the Depositor to the Trust Fund pursuant to Section 2.08, such Mortgage Loan being identified on the Mortgage Loan Schedule attached to a Subsequent Transfer Instrument.
“Subsequent Mortgage Loan Interest”: Any amount constituting a monthly payment of interest received or advanced at the Net Mortgage Rate with respect to (i) a Subsequent Group I Mortgage Loan during the Due Period relating to the first Distribution Date in excess of 0.00% per annum and (ii) a Subsequent Group II Mortgage Loan during the Due Period relating to the first Distribution Date in excess of 0.00% per annum. The Subsequent Mortgage Loan Interest shall be distributable to the Class C Certificates. The Subsequent Mortgage Loan Interest shall not be an asset of any REMIC.
“Subsequent Recoveries”: As of any Distribution Date, amounts received by the Servicer (net of any related expenses permitted to be reimbursed pursuant to Section 3.11) specifically related to a Mortgage Loan that was the subject of a liquidation or an REO Disposition prior to the related Prepayment Period that resulted in a Realized Loss.
“Subsequent Transfer Date”: With respect to each Subsequent Transfer Instrument, the date on which the related Subsequent Mortgage Loans are sold to the Trust Fund.
“Subsequent Transfer Instrument”: Each Subsequent Transfer Instrument, dated as of a Subsequent Transfer Date, executed by the Trustee and the Depositor substantially in the form attached hereto as Exhibit V, by which Subsequent Mortgage Loans are transferred to the Trust Fund.
“Substitution Adjustment”: As defined in Section 2.03(d) hereof.
“Supplemental Interest Trust”: As defined in Section 4.05(a).
“Supplemental Interest Trust Trustee”: Deutsche Bank National Trust Company, a national banking association, or any successor in interest, or any successor Supplemental Interst Trust Trustee.
“Swap Account”: The account or accounts created and maintained pursuant to Section 4.05. The Swap Account must be an Eligible Account.
“Swap Expense Fee Rate”: For any Distribution Date, is an amount expressed as a per annum rate, equal to the sum of (a) the product of (i) the Net Swap Payment made to the Swap Provider divided by the aggregate Principal Balance of the Mortgage Loans and (ii) 12 and (b) the product of (i) any Swap Termination Payment (other than a Swap Termination Payment resulting from a Swap Provider Trigger Event) made to the Swap Provider divided by the aggregate Principal Balance of the Mortgage Loans and (ii) 12.
“Swap Interest Shortfall Amount”: Any shortfall of interest with respect to any Class of Certificates resulting from the application of the Net WAC Rate due to a discrepancy between the Uncertificated Notional Amount of REMIC 7 Regular Interest SWAP IO and the scheduled notional amount pursuant to Interest Rate Swap Agreement.
“Swap LIBOR”: A per annum rate equal to the floating rate payable by the Swap Provider under the Swap Agreement.
“Swap Provider”: The Bank of New York.
“Swap Provider Trigger Event”: A Swap Termination Payment that is triggered upon: (i) an Event of Default under the Interest Rate Swap Agreement with respect to which the Swap Provider is a Defaulting Party (as defined in the Interest Rate Swap Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party (as defined in the Interest Rate Swap Agreement) or (iii) an Additional Termination Event under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party.
“Swap Termination Payment”: The payment due to either party under the Interest Rate Swap Agreement upon the early termination of the Interest Rate Swap Agreement.
“Tax Matters Person”: The tax matters person appointed pursuant to Section 9.01(e) hereof.
“Tax Returns”: The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of the REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed by the Trustee on behalf of each REMIC, together with any and all other information reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws.
“Termination Price”: As defined in Section 10.01(a) hereof.
“Terminator”: As defined in Section 10.01(a) hereof.
“Transaction Addendum Fremont 2006-3”: The transaction addendum dated as of October 19, 2006, by and between Greenwich Capital Markets, Inc. and the Credit Risk Manager, and acknowledged by the Trustee, relating to the transaction contemplated by this Agreement.
“Trigger Event”: A Trigger Event is in effect with respect to any Distribution Date on or after the Stepdown Date if:
(a) (i)on any Distribution Date on which the Class A Certificates remain outstanding, the Delinquency Percentage exceeds 36.78% of the Credit Enhancement Percentage; or
(b) the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Due Period (reduced by the aggregate amount of Subsequent Recoveries received since the Cut-off Date through the last day of the related Due Period) divided by the sum of the aggregate Cut-off Date Principal Balance of the Initial Mortgage Loans and the Original Pre-Funded Amounts exceeds the applicable percentages set forth below with respect to such Distribution Date:
Distribution Date Occurring In | Percentage |
October 2008 through September 2009 | 1.55% for the first month, plus an additional 1/12th of 1.95% for each month thereafter. |
October 2009 through September 2010 | 3.50% for the first month, plus an additional 1/12th of 2.00% for each month thereafter. |
October 2010 through September 2011 | 5.50% for the first month, plus an additional 1/12th of 1.55% for each month thereafter. |
October 2011 through September 2012 | 7.05% for the first month, plus an additional 1/12th of 0.80% for each month thereafter. |
October 2012 and thereafter | 7.85%. |
“Trust”: Fremont Home Loan Trust 2006-3, the trust created hereunder.
“Trust Fund”: All of the assets of the Trust, which is the trust created hereunder consisting of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6, REMIC 7, the Pre-Funding Accounts, the Interest Coverage Accounts, any Subsequent Mortgage Loan Interest, the Basis Risk Cap Agreement, the Interest Rate Cap Contract, distributions made to the Trustee by the Swap Provider under the Interest Rate Swap Agreement and the Swap Account, the Cap Allocation Agreement, the Cap Account, the right to receive any amounts from the Net WAC Rate Carryover Reserve Account and any Servicer Prepayment Charge Payment Amounts.
“Trustee”: Deutsche Bank National Trust Company, a national banking association, or any successor trustee appointed as herein provided.
“Trustee Compensation”: The amount payable to the Trustee on each Distribution Date pursuant to Section 8.05 as compensation for all services rendered by it in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties of the Trustee hereunder.
“Uncertificated Accrued Interest”: With respect to each REMIC Regular Interest on each Distribution Date, an amount equal to one month’s interest at the related Uncertificated REMIC Pass-Through Rate on the Uncertificated Principal Balance or Uncertificated Notional Amount, as applicable, of such REMIC Regular Interest. In each case, Uncertificated Accrued Interest will be reduced by any Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls (allocated to such REMIC Regular Interests as set forth in Section 1.03).
“Uncertificated Notional Amount”: With respect to REMIC 3 Regular Interest LTIO and each Distribution Date listed below, the aggregate Uncertificated Principal Balance of the REMIC 2 Regular Interests ending with the designation “A” listed below:
Distribution Date | REMIC 3 Regular Interests |
1st through 10th | I-1-A through I-51-A |
11 | I-2-A through I-51-A |
12 | I-3-A through I-51-A |
13 | I-4-A through I-51-A |
14 | I-5-A through I-51-A |
15 | I-6-A through I-51-A |
16 | I-7-A through I-51-A |
17 | I-8-A through I-51-A |
18 | I-9-A through I-51-A |
19 | I-10-A through I-51-A |
20 | I-11-A through I-51-A |
21 | I-12-A through I-51-A |
22 | I-13-A through I-51-A |
23 | I-14-A through I-51-A |
24 | I-15-A through I-51-A |
25 | I-16-A through I-51-A |
26 | I-17-A through I-51-A |
27 | I-18-A through I-51-A |
28 | I-19-A through I-51-A |
29 | I-20-A through I-51-A |
30 | I-21-A through I-51-A |
31 | I-22-A through I-51-A |
32 | I-23-A through I-51-A |
33 | I-24-A through I-51-A |
34 | I-25-A through I-51-A |
35 | I-26-A through I-51-A |
36 | I-27-A through I-51-A |
37 | I-28-A through I-51-A |
38 | I-29-A through I-51-A |
39 | I-30-A through I-51-A |
40 | I-31-A through I-51-A |
41 | I-32-A through I-51-A |
42 | I-33-A through I-51-A |
43 | I-34-A through I-51-A |
44 | I-35-A through I-51-A |
45 | I-36-A through I-51-A |
46 | I-37-A through I-51-A |
47 | I-38-A through I-51-A |
48 | I-39-A through I-51-A |
49 | I-40-A through I-51-A |
50 | I-41-A through I-51-A |
51 | I-42-A through I-51-A |
52 | I-43-A through I-51-A |
53 | I-44-A through I-51-A |
54 | I-45-A through I-51-A |
55 | I-46-A through I-51-A |
56 | I-47-A through I-51-A |
57 | I-48-A through I-51-A |
58 | I-49-A through I-51-A |
59 | I-50-A and I-51-A |
60 | I-51-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 3 Regular Interest LTIO.
“Uncertificated Principal Balance”: With respect to each REMIC Regular Interest (other than REMIC 3 Regular Interest LTIO and the Class IO Interest), the principal amount of such REMIC Regular Interest outstanding as of any date of determination. As of the Closing Date, the Uncertificated Principal Balance of each such REMIC Regular Interest shall equal the amount set forth in the Preliminary Statement hereto as its initial Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of each 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 4.09 and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses as provided in Section 4.10. The Uncertificated Principal Balance of REMIC 3 Regular Interest LTZZ shall be increased by interest deferrals as provided in Section 4.09. With respect to the Class C Interest as of any date of determination, an amount equal to the excess, if any, of (A) the then aggregate Uncertificated Principal Balance of the REMIC 3 Regular Interests over (B) the then aggregate Certificate Principal Balance of the Class A Certificates, the Mezzanine Certificates and the Class P Certificates then outstanding. The Uncertificated Principal Balance of each REMIC Regular Interest shall never be less than zero.
“Uncertificated REMIC Pass-Through Rate”: The Uncertificated REMIC 1 Pass-Through Rate, Uncertificated REMIC 2 Pass-Through Rate or Uncertificated REMIC 3 Pass-Through Rate.
“Uncertificated REMIC 1 Pass-Through Rate”: With respect to REMIC 1 Regular Interest LT1 and REMIC 1 Regular Interest LTP, and (i) the first four Distribution Dates, the weighted average of the Adjusted Net Mortgage Rates of the Initial Group I Mortgage Loans and (ii) thereafter, the weighted average of the Adjusted Net Mortgage Rates of the Group I Mortgage Loans. With respect to REMIC 1 Regular Interest LT2, and (i) the first four Distribution Dates, the weighted average of the Adjusted Net Mortgage Rates of the Initial Group II Mortgage Loans and (ii) thereafter, the weighted average of the Adjusted Net Mortgage Rates of the Group II Mortgage Loans. With respect to REMIC 1 Regular Interest LT1PF and (i) the first four Distribution Dates, 0.00% and (ii) thereafter, the weighted average of the Adjusted Net Mortgage Rates of the Group I Mortgage Loans. With respect to REMIC 1 Regular Interest LT2PF and (i) the first four Distribution Dates, 0.00% and (ii) thereafter, the weighted average of the Adjusted Net Mortgage Rates of the Group II Mortgage Loans.
“Uncertificated REMIC 2 Pass-Through Rate”: With respect to REMIC 2 Regular Interest I and REMIC 2 Regular Interest P, a per annum rate equal to the weighted average of the Uncertificated REMIC 1 Pass-Through Rates on the REMIC 1 Regular Interests (weighted on the basis of the Uncertificated Principal Balance of each such REMIC 1 Regular Interest). With respect to each REMIC 2 Regular Interest ending with the designation “A”, a per annum rate equal to the weighted average of the Uncertificated REMIC 1 Pass-Through Rates on the REMIC 1 Regular Interests (weighted on the basis of the Uncertificated Principal Balance of each such REMIC 1 Regular Interest) multiplied by 2, subject to a maximum rate of 10.200%. With respect to each REMIC 2 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 of the Uncertificated REMIC 1 Pass-Through Rates on the REMIC 1 Regular Interests (weighted on the basis of the Uncertificated Principal Balance of each such REMIC 1 Regular Interest) over (ii) 10.400% and (y) 0.00%.
“Uncertificated REMIC 3 Pass-Through Rate”: With respect to REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTIA1, REMIC 3 Regular Interest LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular Interest LTIIA3, REMIC 3 Regular Interest LTIIA4, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC 3 Regular Interest LTM10, REMIC 3 Regular Interest LTZZ and REMIC 3 Regular Interest LTP, a per annum rate (but not less than zero) equal to the weighted average of (v) with respect to REMIC 2 Regular Interest I, the Uncertificated REMIC 2 Pass-Through Rate for such REMIC 2 Regular Interest for each such Distribution Date, (w) with respect to REMIC 2 Regular Interests ending with the designation “B”, the weighted average of the Uncertificated REMIC 2 Pass-Through Rates for such REMIC 2 Regular Interests, weighted on the basis of the Uncertificated Principal Balance of such REMIC 2 Regular Interests for each such Distribution Date and (x) with respect to REMIC 2 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 2 Regular Interest listed below, weighted on the basis of the Uncertificated Principal Balance of each such REMIC 2 Regular Interest for each such Distribution Date:
Distribution Date | REMIC 2 Regular Interest | Rate |
1st through 9th | I-1-A through I-51-A | Uncertificated REMIC 2 Pass-Through Rate |
10 | I-1-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
11 | I-2-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A | Uncertificated REMIC 2 Pass-Through Rate |
12 | I-3-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A and I-2-A | Uncertificated REMIC 2 Pass-Through Rate |
13 | I-4-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-3-A | Uncertificated REMIC 2 Pass-Through Rate |
14 | I-5-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-4-A | Uncertificated REMIC 2 Pass-Through Rate |
15 | I-6-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-5-A | Uncertificated REMIC 2 Pass-Through Rate |
16 | I-7-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-6-A | Uncertificated REMIC 2 Pass-Through Rate |
17 | I-8-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-7-A | Uncertificated REMIC 2 Pass-Through Rate |
18 | I-9-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-8-A | Uncertificated REMIC 2 Pass-Through Rate |
19 | I-10-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-9-A | Uncertificated REMIC 2 Pass-Through Rate |
20 | I-11-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-10-A | Uncertificated REMIC 2 Pass-Through Rate |
21 | I-12-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-11-A | Uncertificated REMIC 2 Pass-Through Rate |
22 | I-13-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-12-A | Uncertificated REMIC 2 Pass-Through Rate |
23 | I-14-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-13-A | Uncertificated REMIC 2 Pass-Through Rate |
24 | I-15-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-14-A | Uncertificated REMIC 2 Pass-Through Rate |
25 | I-16-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-15-A | Uncertificated REMIC 2 Pass-Through Rate |
26 | I-17-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-16-A | Uncertificated REMIC 2 Pass-Through Rate |
27 | I-18-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-17-A | Uncertificated REMIC 2 Pass-Through Rate |
28 | I-19-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-18-A | Uncertificated REMIC 2 Pass-Through Rate |
29 | I-20-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-19-A | Uncertificated REMIC 2 Pass-Through Rate |
30 | I-21-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-20-A | Uncertificated REMIC 2 Pass-Through Rate |
31 | I-22-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-21-A | Uncertificated REMIC 2 Pass-Through Rate |
32 | I-23-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-22-A | Uncertificated REMIC 2 Pass-Through Rate |
33 | I-24-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-23-A | Uncertificated REMIC 2 Pass-Through Rate |
34 | I-25-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-24-A | Uncertificated REMIC 2 Pass-Through Rate |
35 | I-26-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-25-A | Uncertificated REMIC 2 Pass-Through Rate |
36 | I-27-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-26-A | Uncertificated REMIC 2 Pass-Through Rate |
37 | I-28-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-27-A | Uncertificated REMIC 2 Pass-Through Rate |
38 | I-29-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-28-A | Uncertificated REMIC 2 Pass-Through Rate |
39 | I-30-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-29-A | Uncertificated REMIC 2 Pass-Through Rate |
40 | I-31-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-30-A | Uncertificated REMIC 2 Pass-Through Rate |
41 | I-32-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-31-A | Uncertificated REMIC 2 Pass-Through Rate |
42 | I-33-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-32-A | Uncertificated REMIC 2 Pass-Through Rate |
43 | I-34-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-33-A | Uncertificated REMIC 2 Pass-Through Rate |
44 | I-35-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-34-A | Uncertificated REMIC 2 Pass-Through Rate |
45 | I-36-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-35-A | Uncertificated REMIC 2 Pass-Through Rate |
46 | I-37-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-36-A | Uncertificated REMIC 2 Pass-Through Rate |
47 | I-38-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-37-A | Uncertificated REMIC 2 Pass-Through Rate |
48 | I-39-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-38-A | Uncertificated REMIC 2 Pass-Through Rate |
49 | I-40-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-39-A | Uncertificated REMIC 2 Pass-Through Rate |
50 | I-41-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-40-A | Uncertificated REMIC 2 Pass-Through Rate |
51 | I-42-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-41-A | Uncertificated REMIC 2 Pass-Through Rate |
52 | I-43-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-42-A | Uncertificated REMIC 2 Pass-Through Rate |
53 | I-44-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-43-A | Uncertificated REMIC 2 Pass-Through Rate |
54 | I-45-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-44-A | Uncertificated REMIC 2 Pass-Through Rate |
55 | I-46-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-45-A | Uncertificated REMIC 2 Pass-Through Rate |
56 | I-47-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-46-A | Uncertificated REMIC 2 Pass-Through Rate |
57 | I-48-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-47-A | Uncertificated REMIC 2 Pass-Through Rate |
58 | I-49-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-48-A | Uncertificated REMIC 2 Pass-Through Rate |
59 | I-50-A through I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-49-A | Uncertificated REMIC 2 Pass-Through Rate |
60 | I-51-A | 2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 2 Pass-Through Rate |
| I-1-A through I-50-A | Uncertificated REMIC 2 Pass-Through Rate |
thereafter | I-1-A through I-51-A | Uncertificated REMIC 2 Pass-Through Rate |
With respect to REMIC 3 Regular Interest LTIO and (a) the first nine Distribution Date, the excess of (i) the weighted average of the Uncertificated REMIC 2 Pass-Through Rates for REMIC 2 Regular Interests ending with the designation “A” over (ii) the weighted average of the Uncertificated REMIC 2 Pass-Through Rates for REMIC 2 Regular Interests ending with the designation “A” and (b) the tenth Distribution Date through the 60th Distribution Date, the excess of (i) the weighted average of the Uncertificated REMIC 2 Pass-Through Rates for REMIC 2 Regular Interests ending with the designation “A”, over (ii) 2 multiplied by Swap LIBOR and (c) thereafter, 0.00%.
“Uninsured Cause”: Any cause of damage to a Mortgaged Property such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies required to be maintained pursuant to Section 3.14.
“United States Person” or “U.S. Person”: A citizen or resident of the United States, a corporation, partnership (or other entity treated as a corporation or partnership for United States federal income tax purposes) created or organized in, or under the laws of, the United States, any state thereof, or the District of Columbia (except in the case of a partnership, to the extent provided in Treasury Regulations) provided that, for purposes solely of the restrictions on the transfer of Residual Certificates, no partnership or other entity treated as a partnership for United States federal income tax purposes shall be treated as a United States Person unless all persons that own an interest in such partnership either directly or through any entity that is not a corporation for United States federal income tax purposes are required by the applicable operative agreement to be United States Persons, or an estate the income of which from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have authority to control all substantial decisions of the trust. The term “United States” shall have the meaning set forth in Section 7701 of the Code or successor provisions.
“Unpaid Interest Shortfall Amount”: With respect to the Floating Rate Certificates and (i) the first Distribution Date, zero, and (ii) any Distribution Date after the first Distribution Date, the amount, if any, by which (a) the sum of (1) the Monthly Interest Distributable Amount for such Class for the immediately preceding Distribution Date and (2) the outstanding Unpaid Interest Shortfall Amount, if any, for such Class for such preceding Distribution Date exceeds (b) the aggregate amount distributed on such Class in respect of interest pursuant to clause (a) of this definition on such preceding Distribution Date, plus interest on the amount of interest due but not paid on the Certificates of such Class on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate for such Class for the related Accrual Period.
“Value”: With respect to any Mortgaged Property, the lesser of (i) the value thereof as determined by an appraisal made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who met the minimum requirements of Fannie Mae and Freddie Mac and (ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan.
“Voting Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times the Floating Rate Certificates and the Class C Certificates shall have 98% of the Voting Rights (allocated among the Holders of the Class A Certificates, Mezzanine Certificates and the Class C Certificates in proportion to the then outstanding Certificate Principal Balances of their respective Certificates), the Class P Certificates shall have 1% of the Voting Rights and the Residual Certificates shall have 1% of the Voting Rights. The Voting Rights allocated to any Class of Certificates (other than the Class P Certificates and the Residual Certificates) shall be allocated among all Holders of each such Class in proportion to the outstanding Certificate Principal Balance of such Certificates, and the Voting Rights allocated to the Class P Certificates and the Residual Certificates shall be allocated among all Holders of each such Class in proportion to such Holders’ respective Percentage Interest; provided, however that when none of the Regular Certificates are outstanding, 100% of the Voting Rights shall be allocated among Holders of the Residual Certificates in accordance with such Holders’ respective Percentage Interests in the Certificates of such Class.
Unless otherwise specified herein, for the purpose of any definition or calculation, whenever amounts are required to be netted, subtracted or added or any distributions are taken into account such definition or calculation and any related definitions or calculations shall be determined without duplication of such functions.
SECTION 1.03 | Allocation of Certain Interest Shortfalls. |
For purposes of calculating the amount of the Monthly Interest Distributable Amount for the Floating Rate Certificates and the Class C Certificates for any Distribution Date, (1) the aggregate amount of any Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first, among the Class C Certificates on a pro rata basis based on, and to the extent of, one month’s interest at the then applicable Pass-Through Rate on the Notional Amount of each such Certificate and, thereafter, among the Floating Rate Certificates on a pro rata basis based on, and to the extent of, one month’s interest at the then applicable respective Pass-Through Rate on the respective Certificate Principal Balance of each such Certificate and (2) the aggregate amount of any Realized Losses and Net WAC Rate Carryover Amounts shall be allocated among the Class C Certificates on a pro rata basis based on, and to the extent of, one month’s interest at the then applicable Pass-Through Rate on the Notional Amount of each such Certificate.
For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC 1 Regular Interests for any Distribution Date, the aggregate amount of any Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated (i) with respect to the Group I Mortgage Loans, to REMIC 1 Regular Interest LT1 and REMIC 1 Regular Interest LT1PF, in each case to the extent of one month’s interest at the then applicable respective Uncertificated REMIC 1 Pass-Through Rate on the respective Uncertificated Principal Balance of each such Uncertificated REMIC 1 Interest; provided, however, with respect to the first Distribution Date, such amounts relating to the Initial Group I Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT1 and such amounts relating to the Subsequent Group I Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT1PF and (ii) with respect to the Group II Mortgage Loans, to REMIC 1 Regular Interest LT2 and REMIC 1 Regular Interest LT2PF, in each case to the extent of one month’s interest at the then applicable respective Uncertificated REMIC 1 Pass-Through Rate on the respective Uncertificated Principal Balance of each such Uncertificated REMIC 1 Interest; provided, however, with respect to the first Distribution Date, such amounts relating to the Initial Group II Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT2 and such amounts relating to the Subsequent Group II Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT2PF.
For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC 2 Regular Interests for any Distribution Date the aggregate amount of any Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans shall be allocated first, to REMIC 2 Regular Interest I and to the REMIC 2 Regular Interests ending with the designation “B”, pro rata based on, and to the extent of, one month’s interest at the then applicable respective Uncertificated REMIC 2 Pass-Through Rates on the respective Uncertificated Principal Balances of each such REMIC 2 Regular Interest, and then, to REMIC 2 Regular Interests ending with the designation “A”, pro rata based on, and to the extent of, one month’s interest at the then applicable respective Uncertificated REMIC 2 Pass-Through Rates on the respective Uncertificated Principal Balances of each such REMIC 2 Regular Interest.
For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC 3 Regular Interests for any Distribution Date, the aggregate amount of any Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated among REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTIA1, REMIC 3 Regular Interest LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular Interest LTIIA3, REMIC 3 Regular Interest LTIIA4, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC 3 Regular Interest LTM10 and REMIC 3 Regular Interest LTZZ pro rata based on, and to the extent of, one month’s interest at the then applicable respective Uncertificated REMIC 3 Pass-Through Rate on the respective Uncertificated Principal Balance of each such REMIC 3 Regular Interest.
SECTION 1.04 | Rights of the NIMS Insurer. |
Each of the rights of the NIMS Insurer set forth in this Agreement shall exist so long as (i) the NIMS Insurer has undertaken to guarantee certain payments of notes issued pursuant to an Indenture and (ii) any series of notes issued pursuant to one or more Indentures remain outstanding or the NIMS Insurer is owed amounts in respect of its guarantee of payment on such notes; provided, however, the NIMS Insurer shall not have any rights hereunder (except pursuant to Section 11.01 in the case of clause (ii) below) so long as (i) the NIMS Insurer has not undertaken to guarantee certain payments of notes issued pursuant to the Indenture or (ii) any default has occurred and is continuing under the insurance policy issued by the NIMS Insurer with respect to such notes.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01 Conveyance of Mortgage Loans.
The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-off Date Principal Balance, all interest accruing thereon on and after the Cut-off Date and all collections in respect of interest and principal due after the Cut-off Date; (ii) property which secured each such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Mortgage Loans; (iv) the rights of the Depositor under the Master Agreement (as assigned to the Depositor pursuant to the terms of the Assignment Agreement), (v) the right to receive any amounts payable under the Basis Risk Cap Agreement; (vi) payments made to the Trustee by the Swap Provider under the Interst Rate Swap Agreement, (vii) payments made to the Cap Trustee by the Interest Rate Cap Provider and the Cap Account,, (viii) all other assets included or to be included in the Trust Fund and (ix) all proceeds of any of the foregoing. Such assignment includes all interest and principal due and collected by the Depositor or the Servicer after the Cut-off Date with respect to the Mortgage Loans.
In connection with such transfer and assignment, the Depositor, does hereby deliver to, and deposit with the Custodian on behalf of the Trustee, the following documents or instruments with respect to each Initial Mortgage Loan so transferred and assigned, and in accordance with Section 2.08, deliver or caused to be delivered to the Trustee with respect to each Subsequent Mortgage Loan, the following documents or instruments (with respect to each Mortgage Loan, a “Mortgage File”):
(i) the original Mortgage Note, endorsed either (A) in blank or (B) in the following form: “Pay to the order of Deutsche Bank National Trust Company, as Trustee, without recourse” or with respect to any lost Mortgage Note, an original Lost Note Affidavit stating that the original mortgage note was lost, misplaced or destroyed, together with a copy of the related mortgage note; provided, however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 1.00% of the Pool Balance as of the Cut-off Date;
(ii) the original Mortgage (noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan), with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording;
(iii) unless the Mortgage Loan is a MERS® loan, an original Assignment, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to “Deutsche Bank National Trust Company, as Trustee, without recourse”;
(iv) an original of any intervening assignment of Mortgage showing a complete chain of assignments (or to MERS if the Mortgage Loan is a MERS loan;
(v) the original or a copy of lender’s title insurance policy; and
(vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any.
The Depositor herewith also delivers to the Trustee an executed copy of each Assignment Agreement and each Master Agreement.
The Trustee agrees to execute and deliver (or cause the Custodian to execute and deliver) and to the Depositor on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit F-3 hereto.
If any of the documents referred to in Section 2.01(ii), (iii) or (iv) above has as of the Closing Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage Loans) been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Custodian on behalf of the Trustee no later than the Closing Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage Loans), of a copy of each such document certified by the Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the Originator, delivery to the Custodian on behalf of the Trustee, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s title insurance policy, or a certified copy thereof, was not delivered pursuant to Section 2.01(v) above, the Depositor shall deliver or cause to be delivered to the Custodian on behalf of the Trustee, the original or a copy of a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original or a certified copy thereof to be delivered to the Custodian on behalf of the Trustee, promptly upon receipt thereof. The Servicer or the Depositor shall deliver or cause to be delivered to the Custodian on behalf of the Trustee promptly upon receipt thereof any other documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan.
Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Trustee (or the Custodian on behalf of the Trustee) shall notify the Servicer and the Servicer shall enforce the obligations of the Originator under the Master Agreement to cure such defect or deliver such missing document to the Trustee or the Custodian within 90 days. If the Originator does not cure such defect or deliver such missing document within such time period, the Servicer shall use commercially reasonable efforts to attempt to enforce the obligations of the Originator to either repurchase or substitute for such Mortgage Loan in accordance with Section 2.03; provided, however, that the Servicer shall not be under any obligation to take any action pursuant to this paragraph unless directed by the Depositor and provided, further, the Depositor hereby agrees to assist the Servicer in enforcing any obligations of the Originator to repurchase or substitute for a Mortgage Loan which has breached a representation or warranty under the Assignment Agreement. In connection with the foregoing, it is understood that the Custodian on behalf of the Trustee shall have no duty to discover any such defects except in the course of performing its review of the Mortgage Files to the extent set forth herein.
Except with respect to any Mortgage Loan for which MERS is identified on the Mortgage, the Trustee shall enforce the obligations of the Originator under the Master Agreement to cause the Assignments which were delivered in blank to be completed and to record all Assignments referred to in Section 2.01(iii) hereof and, to the extent necessary, in Section 2.01(iv) hereof. The Trustee shall enforce the obligations of the Originator under the Master Agreement to deliver such assignments for recording within 180 days of the Closing Date. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Trustee shall enforce the obligations of the Originator under the Assignment Agreement to promptly have a substitute Assignment prepared or have such defect cured, as the case may be, and thereafter cause each such Assignment to be duly recorded.
Notwithstanding the foregoing, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments of Mortgage shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless the Trustee (or the Custodian on behalf of the Trustee) and the Depositor receive notice that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, however, each Assignment, except with respect to any Mortgage Loan for which MERS is identified on the Mortgage, shall be submitted for recording in the manner described above, at no expense to the Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction by the Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Originator, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) upon receipt of notice from the Servicer, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage, (vi) upon receipt of notice from the Servicer, any Mortgage Loan that is 90 days or more Delinquent and such recordation would be necessary to facilitate conversion of the Mortgaged Property in accordance with Section 3.16 and (vii) reasonable direction by the NIMS Insurer. In the event of (i) through (vii) set forth in the immediately preceding sentence, the Trustee shall enforce the obligations of the Originator to deliver such Assignments for recording as provided above, promptly and in any event within 30 days following receipt of notice by the Originator. Notwithstanding the foregoing, if the Originator fails to pay the cost of recording the Assignments, such expense will be paid by the Trustee (if it reasonably believes it will be reimbursed) and the Trustee shall be reimbursed for such expenses by the Trust.
The Servicer shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement within two weeks of their execution; provided, however, that the Servicer shall provide the Custodian with a certified true copy of any such document submitted for recordation within two weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within 365 days of its submission for recordation. In the event that the Servicer cannot provide a copy of such document certified by the public recording office within such 365 day period, the Servicer shall deliver to the Custodian, within such 365 day period, an Officers’ Certificate of the Servicer which shall (A) identify the recorded document, (B) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (C) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, if known and (D) specify the date the applicable recorded document is expected to be delivered to the Custodian, and, upon receipt of a copy of such document certified by the public recording office, the Servicer shall immediately deliver such document to the Custodian. In the event the appropriate public recording office will not certify as to the accuracy of such document, the Servicer shall deliver a copy of such document certified by an officer of the Servicer to be a true and complete copy of the original to the Custodian.
The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws.
The Depositor hereby directs the Trustee to execute, deliver and perform its obligations under the Basis Risk Cap Agreement, the Interest Rate Swap Agreement (in its capacity as Supplemental Interest Trust Trustee) and the Interest Rate Cap Contract (in its capacity as Cap Trustee). The Depositor, the Servicer and the Holders of the Floating Rate Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Basis Risk Cap Agreement, the Interest Rate Swap Agreement and the Interest Rate Cap Contract and shall do so solely in its capacity as Trustee, Supplemental Interest Trust Trustee, or Cap Trustee, as the case may be, 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 Trustee shall apply to the Trustee’s execution of the Basis Risk Cap Agreement, the Interest Rate Swap Agreement and the Interest Rate Cap Contract, and the performance of its duties and satisfaction of its obligations thereunder.
SECTION 2.02 Acceptance by Trustee.
Subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt by it or the Custodian on its behalf of the documents referred to in Section 2.01 above and all other assets included in the definition of “Trust Fund” and declares that it (or the Custodian on its behalf) holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Fund” in trust for the exclusive use and benefit of all present and future Certificateholders.
The Trustee agrees that it or a Custodian on its behalf shall, for the benefit of the Certificateholders, review, or that it or a Custodian on its behalf has reviewed pursuant to Section 2.01 each Mortgage File on or prior to the Closing Date, with respect to each Initial Mortgage Loan (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage Loan, within 45 days after the assignment thereof). The Trustee further agrees that it or a Custodian on its behalf shall, for the benefit of the Certificateholders, certify to the Depositor and the Servicer (with a copy to the NIMS Insurer) in substantially the form attached hereto as Exhibit F-1, within 45 days after the Closing Date, with respect to each Initial Mortgage Loan, or on or prior to the Subsequent Transfer Date, with respect to each Subsequent Mortgage Loan (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage, within 45 days after the assignment thereof) that, as to each Mortgage Loan listed in the respective Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it (or a Custodian on its behalf) pursuant to Section 2.01 of this Agreement are in its possession, (ii) such documents have been reviewed by it (or a Custodian on its behalf) and have not been mutilated, damaged or torn and appear on their face to relate to such Mortgage Loan and (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule that corresponds to items (1) and (3) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, legally enforceable, valid or binding or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face.
Prior to the first anniversary date of this Agreement the Trustee (or the Custodian on its behalf) shall deliver to the Depositor and the Servicer, with a copy to the NIMS Insurer a final certification in the form annexed hereto as Exhibit F-2, with any applicable exceptions noted thereon.
If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee (or the Custodian, as applicable) finds any document or documents constituting a part of a Mortgage File to be missing or not to conform with respect to any characteristics which are within the scope of the Trustee’s (or the Custodian’s, as applicable) review as provided herein, at the conclusion of its review, the Trustee shall so notify the Originator, the Seller, the Depositor, the NIMS Insurer and the Servicer. In addition, upon the discovery by the Depositor, the NIMS Insurer or the Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Originator in the Master Agreement or the Seller in the Assignment Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the NIMS Insurer and the other parties to this Agreement.
The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.
The Trustee is hereby authorized and directed by the Depositor to execute and deliver the Transaction Addendum Fremont 2006-3 to the Master Consulting Agreement with the Credit Risk Manager.
SECTION 2.03 Repurchase or Substitution of Mortgage Loans by the Originator or the Seller.
(a) Upon discovery or receipt of written notice of any materially defective document in, or that a document is missing from, a Mortgage File or of the breach by the Originator or the Seller of any representation, warranty or covenant under the Master Agreement or the Assignment Agreement, as applicable, in respect of any Mortgage Loan which materially adversely affects the value of such Mortgage Loan or the interest therein of the Certificateholders, the Trustee (or the Custodian on its behalf) shall promptly notify the NIMS Insurer and the Servicer of such defect, missing document or breach and the Servicer shall request that the Originator deliver such missing document or that the Originator or the Seller cure such defect or breach within 90 days from the date the Originator or the Seller was notified of such missing document, defect or breach, and if the Originator or the Seller does not deliver such missing document or cure such defect or breach in all material respects during such period, the Servicer shall use commercially reasonable efforts to attempt to enforce the Originator’s obligation under the Master Agreement or the Seller’s obligation under the Assignment Agreement and notify the Originator or the Seller, as applicable, of its obligation to repurchase such Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such 90 day period (subject to Section 2.03(e)); provided, however, that the Servicer shall not be under any obligation to take any action pursuant to this paragraph unless directed by the Depositor and provided, further, the Depositor hereby agrees to assist the Servicer in enforcing any obligations of the Originator to repurchase or substitute for a Mortgage Loan which has breached a representation or warranty under the Master Agreement or the Seller’s obligation under the Assignment Agreement and notify the Originator or the Seller, as applicable,. of its obligation to repurchase such Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such 90 day period (subject to Section 2.03(e)). The Purchase Price for the repurchased Mortgage Loan shall be remitted to the Servicer for deposit in the Collection Account, and the Trustee (or the Custodian on behalf of the Trustee), upon receipt of written certification from the Servicer of such deposit, shall release to the Originator or the Seller, as applicable, the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Originator or the Seller, as applicable, shall furnish to it and as shall be necessary to vest in the Originator or the Seller, as applicable, any Mortgage Loan released pursuant hereto and the Trustee shall have no further responsibility with regard to such Mortgage File (it being understood that neither the Trustee nor the Custodian shall have any responsibility for determining the sufficiency of such assignment for its intended purpose). In lieu of repurchasing any such Mortgage Loan as provided above, the Originator or the Seller, as applicable, may cause such Mortgage Loan to be removed from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans in the manner and subject to the limitations set forth in Section 2.03(d); provided, however, the Originator or the Seller, as applicable,may not substitute for any Mortgage Loan which breaches a representation or warranty regarding abusive or predatory lending laws. In furtherance of the foregoing, if the Originator or the Seller, as applicable, is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS® System, the Originator or the Seller, as applicable, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Originator or the Seller, as applicable, and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS’ rules and regulations. It is understood and agreed that the obligation of the Originator or the Seller, as applicable, to cure or to repurchase (or to substitute for) any Mortgage Loan as to which a document is missing, a material defect in a constituent document exists or as to which such a breach has occurred and is continuing shall constitute the sole remedy against the Originator or the Seller, as applicable, respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders.
(b) Within 90 days of the earlier of discovery by the Depositor or receipt of notice by the Depositor of the breach of any representation, warranty or covenant of the Depositor set forth in Section 2.06, which materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the Depositor shall cure such breach in all material respects.
(c) Within 90 days of the earlier of discovery by the Servicer or receipt of notice by the Servicer of the breach of any representation, warranty or covenant of the Servicer set forth in Section 2.05 which materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the Servicer shall cure such breach in all material respects.
(d) Any substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.03(a) must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the Originator or the Seller, as applicable, substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected by the Originator or the Seller, as applicable, delivering to the Trustee (or the Custodian on behalf of the Trustee), for such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage and the Assignment to the Trustee in blank, and such other documents and agreements, with all necessary endorsements thereon, as are required by Section 2.01, together with an Officers’ Certificate providing that each such Qualified Substitute Mortgage Loan satisfies the definition thereof and specifying the Substitution Adjustment (as described below), if any, in connection with such substitution. The Trustee (or the Custodian on behalf of the Trustee) shall acknowledge receipt for such Qualified Substitute Mortgage Loan or Loans and, within 45 days thereafter, shall review such documents as specified in Section 2.02 and deliver, with respect to such Qualified Substitute Mortgage Loan or Loans, a certification substantially in the form attached hereto as Exhibit F-1 (with a copy to the NIMS Insurer), 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 Servicer a certification substantially in the form of Exhibit F-2 hereto (with a copy to the NIMS Insurer) with respect to such Qualified Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of substitution are not part of the Trust Fund and will be retained by the Originator or the Seller, as applicable,. For the month of substitution, distributions to Certificateholders will reflect the collections and recoveries in respect of such Deleted Mortgage Loan in the Due Period preceding the month of substitution and the Originator or the Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Depositor shall give or cause to be given written notice to the NIMS Insurer and the Trustee, who shall forward such notice to the Certificateholders, that such substitution has taken place, shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan or Loans and shall deliver a copy of such amended Mortgage Loan Schedule to the NIMS Insurer and the Trustee. Upon such substitution by the Originator or the Seller, as applicable, such Qualified Substitute Mortgage Loan or Loans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and the Assignment Agreement, including all applicable representations and warranties thereof included in the Assignment Agreement as of the date of substitution.
For any month in which the Originator or the Seller, as applicable, substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will determine the amount (the “Substitution Adjustment”), if any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate, as to each such Qualified Substitute Mortgage Loan, of the Stated Principal Balance thereof as of the date of substitution, together with one month’s interest on such Stated Principal Balance at the applicable Mortgage Rate. On the date of such substitution, the Originator or the Seller, as applicable, will deliver or cause to be delivered to the Servicer for deposit in the Collection Account an amount equal to the Substitution Adjustment, if any, and the Trustee (or the Custodian on behalf of the Trustee), upon receipt of the related Qualified Substitute Mortgage Loan or Loans and certification by the Servicer of such deposit, shall release to the Originator or the Seller, as applicable, the related Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Originator or the Seller, as applicable, shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto.
In addition, pursuant to the terms of the Assignment Agreement, the Originator or the Seller, as applicable, shall obtain at its own expense and deliver to the Trustee and the NIMS Insurer an Opinion of Counsel to the effect that such substitution will not cause (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on “prohibited transactions” under Section 860F(a)(I) of the Code or on “contributions after the startup date” under Section 860G(d)(I) of the Code or (b) any REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given.
(e) Upon discovery by the Depositor, the Servicer, the NIMS Insurer or the Trustee that any Mortgage Loan does not constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, the party discovering such fact shall within two Business Days give written notice thereof to the other parties hereto. In connection therewith, the Originator or the Depositor, as the case may be, shall repurchase or, subject to the limitations set forth in Section 2.03(d), substitute one or more Qualified Substitute Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Such repurchase or substitution shall be made (i) by the Originator if the affected Mortgage Loan’s status as a non-qualified mortgage is or results from a breach of any representation, warranty or covenant made by the Originator under the Assignment Agreement or (ii) the Depositor, if the affected Mortgage Loan’s status as a non-qualified mortgage is a breach of any representation or warranty of the Depositor set forth in Section 2.06, or if its status as a non-qualified mortgage is a breach of no representation or warranty. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.03(a) or 2.03(d), if made by the Originator, or Section 2.03(b), if made by the Depositor. The Trustee (or the Custodian on behalf of the Trustee) shall reconvey to the Depositor or the Originator, as the case may be, the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty.
(f) Upon discovery or receipt of written notice of a breach by the Seller of any representation, warranty or covenant made by the Seller under the Assignment Agreement in respect of any Mortgage Loan which materially adversely affects the value of such Mortgage Loan or the interest therein of the Certificateholders, and if either (i) such Mortgage Loan is not in breach of any representation, warranty or covenant of the Originator or (ii) the Originator has failed to remedy such representation, warranty or covenant with respect to such Mortgage Loan, then the Trustee shall enforce the obligation of the Seller to remedy such breach, to the extent provided in the Assignment Agreement, in the manner and within the time periods set forth in the Assignment Agreement.
SECTION 2.04 Intentionally Omitted.
SECTION 2.05 Representations, Warranties and Covenants of the Servicer.
The Servicer hereby represents, warrants and covenants to the Trustee, for the benefit of each of the Trustee and the Certificateholders, and to the Depositor, that as of the Closing Date or as of such date specifically provided herein:
(1) The Servicer is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America 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;
(2) The Servicer has the full power and authority to conduct its business as presently conducted by it and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Servicer 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 Depositor and the Trustee, constitutes a legal, valid and binding obligation of the Servicer, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity;
(3) The execution and delivery of this Agreement by the Servicer, the servicing of the Mortgage Loans by the Servicer hereunder, the consummation by the Servicer 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 will not (A) result in a breach of any term or provision of the charter of by-laws 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, (y) the business, operations, financial condition, properties or assets of the Servicer taken as a whole or (z) the legality, validity or enforceability of this Agreement;
(4) The Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211 of the National Housing Act. No event has occurred, including but not limited to a change in insurance coverage, that would make the Servicer unable to comply with HUD eligibility requirements or that would require notification to HUD;
(5) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant made by it and contained in this Agreement;
(6) No litigation is pending 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;
(7) 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 the validity or enforceability of, this Agreement;
(8) 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 by it 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; and
(9) Neither this Agreement nor any information, certificate of an officer, statement furnished in writing or report delivered to the Trustee by the Servicer in connection with the transactions contemplated hereby contains or will contain any untrue statement of a material fact.
It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee (or the Custodian on behalf of the Trustee) and shall inure to the benefit of the Trustee, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, the NIMS Insurer, the Servicer or the Trustee of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan, Prepayment Charge or the interests therein of the Certificateholders, the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) to the Servicer, the NIMS Insurer and the Trustee. The foregoing shall not, however, limit any remedies available to the Certificateholders, the Depositor or the Trustee on behalf of the Certificateholders, pursuant to the Master Agreement respecting a breach of the representations, warranties and covenants of the Originator.
SECTION 2.06 Representations and Warranties of the Depositor.
The Depositor represents and warrants to the Trust, the Servicer and the Trustee on behalf of the Certificateholders as follows:
(i) This agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity);
(ii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Mortgage Loan, the Depositor had good and marketable title to each Mortgage Loan (insofar as such title was conveyed to it by the Seller) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature;
(iii) As of the Closing Date, the Depositor has transferred all right, title and interest in the Mortgage Loans to the Trustee on behalf of the Trust;
(iv) The Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors;
(v) The Depositor has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware, with full corporate power and authority to own its assets and conduct its business as presently being conducted;
(vi) The Depositor is not in violation of its articles of incorporation or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Depositor is a party or by which it or its properties may be bound, which default might result in any material adverse changes in the financial condition, earnings, affairs or business of the Depositor or which might materially and adversely affect the properties or assets, taken as a whole, of the Depositor;
(vii) The execution, delivery and performance of this Agreement by the Depositor, and the consummation of the transactions contemplated thereby, do not and will not result in a material breach or violation of any of the terms or provisions of, or, to the knowledge of the Depositor, constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Depositor is a party or by which the Depositor is bound or to which any of the property or assets of the Depositor is subject, nor will such actions result in any violation of the provisions of the articles of incorporation or by-laws of the Depositor or, to the best of the Depositor’s knowledge without independent investigation, any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Depositor or any of its properties or assets (except for such conflicts, breaches, violations and defaults as would not have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement);
(viii) To the best of the Depositor’s knowledge without any independent investigation, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States or any other jurisdiction is required for the issuance of the Certificates, or the consummation by the Depositor of the other transactions contemplated by this Agreement, except such consents, approvals, authorizations, registrations or qualifications as (a) may be required under State securities or Blue Sky laws, (b) have been previously obtained or (c) the failure of which to obtain would not have a material adverse effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement;
(ix) There are no actions, proceedings or investigations pending before or, to the Depositor’s knowledge, threatened by any court, administrative agency or other tribunal to which the Depositor is a party or of which any of its properties is the subject: (a) which if determined adversely to the Depositor would have a material adverse effect on the business, results of operations or financial condition of the Depositor; (b) asserting the invalidity of this Agreement or the Certificates; (c) seeking to prevent the issuance of the Certificates or the consummation by the Depositor of any of the transactions contemplated by this Agreement, as the case may be; or (d) which might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement; and
(x) The beneficial owner of the payments made under the Interest Rate Swap Agreement, the Interest Rate Cap Agreement or the Basis Risk Cap Agreement is either (i) a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for United States federal income tax purposes and an “Exempt recipient” within the meaning of section 1.6049-4(c)(1)(ii) of United States Treasury Regulations, or (ii) a “non-U.S. branch of a foreign person” as that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations (the “Regulations”) for United States federal income tax purposes, and it is a “foreign person” as that term is used in section 1.6041-4(a)(4) of the Regulations for United States federal income tax purposes. The Depositor understands that both the Trust and the Trustee are relying on this information in connection with the execution of the Interest Rate Swap Agreement, the Interest Rate Cap Agreement and the Basis Risk Cap Agreement.
SECTION 2.07 Issuance of Certificates.
The Trustee (or the Custodian on behalf of the Trustee) acknowledges the assignment to it of the Mortgage Loans and the delivery to it (or the Custodian on behalf of the Trustee) of the Mortgage Files, subject to any exceptions noted by the Custodian in its exception report delivered pursuant to Section 2.02, together with the assignment to it of all other assets included in the Trust Fund, receipt of which is hereby acknowledged. Concurrently with such assignment and delivery and in exchange therefor, the Trustee, pursuant to the written request of the Depositor executed by an officer of the Depositor, has executed, authenticated and delivered to or upon the order of the Depositor, the Certificates in authorized denominations. The interests evidenced by the Certificates constitute the entire beneficial ownership interest in the Trust Fund.
SECTION 2.08 Conveyance of Subsequent Mortgage Loans
(a) Subject to the conditions set forth in paragraph (b) below in consideration of the Trustee’s delivery on the Subsequent Transfer Dates to or upon the order of the Depositor of all or a portion of the balance of funds in the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey without recourse to the Trust Fund but subject to the other terms and provisions of this Agreement all of the right, title and interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached to the related Subsequent Transfer Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii) all interest accruing thereon on and after the Subsequent Cut-off Date and all collections in respect of interest and principal due after the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in the related Mortgage Files; provided, however, that the Depositor reserves and retains all right, title and interest in and to principal received and interest accruing on the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan shall be delivered to the Custodian (on behalf of the Trustee) at least three Business Days prior to the related Subsequent Transfer Date.
The purchase price paid by the Trustee from amounts released from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of the related Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule provided by the Depositor). This Agreement shall constitute a fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.
(b) The Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the Subsequent Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above, and the Trustee shall release funds from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date:
(i) the Depositor shall have provided the Trustee and the Rating Agencies with a timely Addition Notice and shall have provided any information reasonably requested by the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Instrument, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, and the Seller shall have delivered a computer file acceptable to the Trustee containing such Mortgage Loan Schedule to the Trustee at least three Business Days prior to the related Subsequent Transfer Date;
(iii) as of each Subsequent Transfer Date, as evidenced by delivery of the Subsequent Transfer Instrument, substantially in the form of Exhibit X, the Depositor shall not be insolvent nor shall it have been rendered insolvent by such transfer nor shall it be aware of any pending insolvency;
(iv) such sale and transfer shall not result in a material adverse tax consequence to the Trust Fund or the Certificateholders;
(v) the Funding Period shall not have terminated;
(vi) the Depositor shall not have selected the Subsequent Mortgage Loans in a manner that it believed to be adverse to the interests of the Certificateholders;
(vii) the Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument confirming the satisfaction of the conditions precedent specified in this Section 2.08 and, pursuant to the Subsequent Transfer Instrument, assigned to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent of the Subsequent Mortgage Loans; and
(viii) the Depositor shall have delivered to the Trustee an Opinion of Counsel addressed to the Trustee and the Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel delivered to the Trustee on the Closing Date regarding the true sale of the Subsequent Mortgage Loans.
(c) The obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of the conditions set forth in the immediately preceding paragraph and the accuracy of the following representations and warranties with respect to each such Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off Date: (i) such Subsequent Mortgage Loan may not be 30 or more days delinquent as of the last day of the month preceding the Subsequent Cut-off Date; (ii) the original term to stated maturity of such Subsequent Mortgage Loan will not be less than 120 months and will not exceed 360 months; (iii) the Subsequent Mortgage Loan may not provide for negative amortization; (iv) such Subsequent Mortgage Loan will not have a loan-to-value ratio greater than 100.00%; (v) such Subsequent Mortgage Loans will have, as of the Subsequent Cut-off Date, a weighted average term since origination not in excess of 3 months; (vi) such Subsequent Mortgage Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is not less than 5.800% per annum or greater than 14.150% per annum; (vii) such Subsequent Mortgage Loan must have a first payment date occurring on or before January 1, 2007 and will include 30 days’ interest thereon; (viii) if the Subsequent Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Gross Margin not less than 2.750% per annum; (ix) if the Subsequent Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Maximum Mortgage Rate not less than 11.250% per annum; (x) if the Subsequent Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Minimum Mortgage Rate not less than 5.250% per annum and (xi) such Subsequent Mortgage Loan shall have been underwritten in accordance with the criteria set forth under “The Originator—Underwriting Standards” in the Prospectus Supplement.
(d) Following the purchase of any Subsequent Group I Mortgage Loan by the Trust, the Group I Mortgage Loans (including such Subsequent Group I Mortgage Loans) will (subject to a variance of +/- 5%): (i) have a weighted average original term to stated maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate of not less than 8.620% per annum and not more than 8.720% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than 82.00%; (iv) have no Mortgage Loan with a Stated Principal Balance at origination which does not conform to Fannie Mae and Freddie Mac loan limits; (v) will consist of Mortgage Loans with Prepayment Charges representing no less than 54.00% by aggregate Stated Principal Balance of the Group I Mortgage Loans; (vi) have a weighted average FICO score of not less than 605 and (vii) have no more than 21.00% of Fixed-Rate Mortgage Loans by aggregate Stated Principal Balance of the Group I Mortgage Loans. In addition, the Adjustable-Rate Group I Mortgage Loans will have a weighted average Gross Margin not less than 6.000% per annum. For purposes of the calculations described in this paragraph, percentages of the Group I Mortgage Loans will be based on the Stated Principal Balance of the Initial Group I Mortgage Loans as of the Cut-off Date and the Stated Principal Balance of the Subsequent Group I Mortgage Loans as of the related Subsequent Cut-off Date.
Following the purchase of any Subsequent Group II Mortgage Loan by the Trust, the Group II Mortgage Loans (including such Subsequent Group II Mortgage Loans) will (subject to a variance of +/- 5%): (i) have a weighted average original term to stated maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate of not less than 8.470% per annum and not more than 8.570% per annum; (iii) have a weighted average Loan-to-Value Ratio of not more than 85.00%; (iv) have no Mortgage Loan with a principal balance in excess of $1,300,000; (v) will consist of Mortgage Loans with Prepayment Charges representing no less than 57.50% by aggregate Stated Principal Balance of the Group II Mortgage Loans; (vi) have a weighted average FICO score of not less than 635 and (vii) have no more than 22.00% of Fixed-Rate Mortgage Loans by aggregate Stated Principal Balance of the Group II Mortgage Loans. In addition, the Adjustable-Rate Group II Mortgage Loans will have a weighted average Gross Margin not less than 5.900% per annum. For purposes of the calculations described in this paragraph, percentages of the Group II Mortgage Loans will be based on the Stated Principal Balance of the Initial Group II Mortgage Loans as of the Cut-off Date and the Stated Principal Balance of the Subsequent Group II Mortgage Loans as of the related Subsequent Cut-off Date.
Notwithstanding the foregoing, any Subsequent Mortgage Loan may be rejected by any Rating Agency if the inclusion of any such Subsequent Mortgage Loan would adversely affect the ratings of any Class of Certificates. At least one Business Day prior to the Subsequent Transfer Date, each Rating Agency shall notify the Trustee as to which Subsequent Mortgage Loans, if any, shall not be included in the transfer on the Subsequent Transfer Date; provided, however, that the Seller shall have delivered to each Rating Agency at least three Business Days prior to such Subsequent Transfer Date a computer file acceptable to each Rating Agency describing the characteristics specified in paragraphs (c) and (d) above.
SECTION 2.09 Acceptance of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6 and REMIC 7 by the Trustee; Conveyance of REMIC Regular Interests; Issuance of Certificates.
(a) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the assets described in the definition of REMIC 1 for the benefit of the holders of the REMIC 1 Regular Interests (which are uncertificated) and the Class R Certificates (in respect of the Class R-1 Interest). The Trustee acknowledges receipt of the assets described in the definition of REMIC 1 and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the REMIC 1 Regular Interests and the Class R Certificates (in respect of the Class R-1 Interest). The interests evidenced by the Class R-1 Interest, together with the REMIC 1 Regular Interests, constitute the entire beneficial ownership interest in REMIC 1.
(b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC 1 Regular Interests for the benefit of the holders of the REMIC 2 Regular Interests (which are uncertificated) and the Class R Certificates (in respect of the Class R-2 Interest). The Trustee acknowledges receipt of the REMIC 1 Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the REMIC 2 Regular Interests and the Class R Certificates (in respect of the Class R-2 Interest). The interests evidenced by the Class R-2 Interest, together with the REMIC 2 Regular Interests, constitute the entire beneficial ownership interest in REMIC 2.
(c) The Depositor concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC 2 Regular Interests for the benefit of the holders of the REMIC 3 Regular Interests and the Class R Certificates (in respect of the Class R-3 Interest). The Trustee acknowledges receipt of the REMIC 2 Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the REMIC 3 Regular Interests and the Class R Certificates (in respect of the Class R-3 Interest). The interests evidenced by the Class R-3 Interest, together with the REMIC 3 Regular Interests, constitute the entire beneficial ownership interest in REMIC 3.
(d) The Depositor concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC 3 Regular Interests for the benefit of the holders of the Class A Certificates, Mezzanine Certificates, the Class C Interest, the Class P Interest, the Class IO Interest and the Class R Certificates (in respect of the Class R-4 Interest). The Trustee acknowledges receipt of the REMIC 3 Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the Class A Certificates, Mezzanine Certificates, the Class C Interest, the Class P Interest, the Class IO Interest and the Class R Certificates (in respect of the Class R-4 Interest). The interests evidenced by the Class R-4 Interest, together with the Class A Certificates, Mezzanine Certificates, the Class C Interest, the Class P Interest and the Class IO Interest, constitute the entire beneficial ownership interest in REMIC 4.
(e) The Depositor concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the 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-5 Interest). The interests evidenced by the Class R-5 Interest, together with the Class C Certificates, constitute the entire beneficial ownership interest in REMIC 5.
(f) The Depositor concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class 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-6 Interest). The interests evidenced by the Class R-6 Interest, together with the Class P Certificates, constitute the entire beneficial ownership interest in REMIC 6.
(g) The Depositor concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class IO Interest (which is uncertificated) for the benefit of the Holders of the REMIC 7 Regular Interest SWAP IO and the Class R-X Certificates (in respect of the Class R-7 Interest). The interests evidenced by the Class R-7 Interest, together with the REMIC 7 Regular Interest SWAP IO, constitute the entire beneficial ownership interest in REMIC 7.
(h) Concurrently with (i) the assignment and delivery to the Trustee of REMIC 1 and the acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02 and subsection (a) hereof, (ii) the assignment and delivery to the Trustee of REMIC 2 (including the Residual Interest therein represented by the Class R-2 Interest) and the acceptance by the Trustee thereof, pursuant to subsection (b) hereof, (iii) the assignment and delivery to the Trustee of REMIC 3 (including the Residual Interest therein represented by the Class R-3 Interest) and the acceptance by the Trustee thereof, pursuant to subsection (c) hereof, (iv) the assignment and delivery to the Trustee of REMIC 4 (including the Residual Interest therein represented by the Class R-4 Interest) and the acceptance by the Trustee thereof, pursuant to subsection (d) hereof, (v) the assignment and delivery to the Trustee of REMIC 5 (including the Residual Interest therein represented by the Class R-5 Interest) and the acceptance by the Trustee thereof, pursuant to subsection (e) hereof, (vi) the assignment and delivery to the Trustee of REMIC 6 (including the Residual Interest therein represented by the Class R-6 Interest) and the acceptance by the Trustee thereof, pursuant to subsection (f) hereof, and (vii) the assignment and delivery to the Trustee of REMIC 7 (including the Residual Interest therein represented by the Class R-7 Interest) and the acceptance by the Trustee thereof, pursuant to subsection (g) hereof, the Trustee, pursuant to the written request of the Depositor executed by an officer of the Depositor, has executed, authenticated and delivered to or upon the order of the Depositor, (A) the Class R Certificates in authorized denominations evidencing the Class R-1 Interest, the Class R-3 Interest, the Class R-3 Interest and the Class R-4 Interest and (B) the Class R-X Certificates in authorized denominations evidencing the Class R-5 Interest, the Class R-6 Interest and the Class R-7 Interest.
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE MORTGAGE LOANS
SECTION 3.01 Servicer to Act as Servicer.
Fremont Investment & Loan shall service and administer the Mortgage Loans from the Cut-off Date through and including December 31, 2006 (with respect to the Mortgage Loans set forth on Schedule III) and January 31, 2007 (with respect to the Mortgage Loans set forth on Schedule III) in accordance with the Master Agreement. Wells Fargo shall service and administer the Mortgage Loans, beginning on January 1, 2007 (with respect to the Mortgage Loans set forth on Schedule III) and February 1, 2007 (with respect to the Mortgage Loans set forth on Schedule III), on behalf of the Trust Fund and in the best interests of and for the benefit of the Certificateholders (as determined by the Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the respective Mortgage Loans and, to the extent consistent with such terms, in the same manner in which it services and administers similar mortgage loans for similar investors, 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 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.
To the extent consistent with the foregoing, the Servicer (a) shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes and (b) may waive (or permit a Sub-Servicer to waive) a Prepayment Charge only under the following circumstances: (i) such waiver is standard and customary in servicing similar mortgage loans and such waiver relates to a default or a reasonably foreseeable default and would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan, (ii) the collection of such Prepayment Charge would be in violation of applicable laws, (iii) the amount of the Prepayment Charge set forth on the Prepayment Charge Schedule is not consistent with the related Mortgage Note or is otherwise unenforceable, (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 Mortgage Loan has been accelerated or paid off in connection with the workout or borrower default, notwithstanding that the terms of such Mortgage Loan or state or federal loaw might permit the imposition of a Prepayment Charge. If a Prepayment Charge is waived as permitted by meeting the standard described in clauses (ii), (iii) or (iv) above, then the Trustee (upon receipt of written notice from the Servicer that such waiver has occurred) shall enforce the obligation of the Originator to pay the amount of such waived Prepayment Charge to the Trustee for deposit in the Distribution Account for the benefit of the Holders of the Class P Certificates. If a Prepayment Charge is waived other than in accordance with (i), (ii), (iii), (iv) or (v) above, the Servicer shall pay the amount of such waived Prepayment Charge to the Trustee for deposit in the Distribution Account for the benefit of the Holders of the Class P Certificates. The Servicer shall not have an obligation to pay the amount of any uncollected Prepayment Charge if the failure to collect such amount is the direct result of inaccurate or incomplete information furnished to the Servicer by the Originator or a prior servicer, in which case the Trustee (upon receipt of written notice from the Servicer that such waiver has occurred) shall enforce the obligation of the Originator to pay the amount of such waived Prepayment Charge to the Trustee for deposit in the Distribution Account for the benefit of the Holders of the Class P Certificates.
To the extent consistent with the foregoing, the Servicer shall also seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes. Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Loans, the Servicer shall have full power and authority, acting alone or through Sub-Servicers as provided in Section 3.02, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer in its own name or in the name of a Sub-Servicer is hereby authorized and empowered by the Trustee when the Servicer believes it appropriate in its best judgment in accordance with the servicing standards set forth above, to execute and deliver, on behalf of the Certificateholders and the Trustee, and upon notice to the Trustee, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trustee and Certificateholders. The Servicer shall service and administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Mortgagors any reports required to be provided to them thereby. The Servicer shall also comply in the performance of this Agreement with all reasonable rules and requirements of any standard hazard insurance policy. Subject to Section 3.17, the Trustee shall execute, at the written request of the Servicer, and furnish to the Servicer and any Sub-Servicer such documents as are necessary or appropriate to enable the Servicer or any Sub-Servicer to carry out their servicing and administrative duties hereunder, and the Trustee hereby grants to the Servicer a power of attorney to carry out such duties. The Trustee shall not be liable for the actions of the Servicer or any Sub-Servicers under such powers of attorney.
In accordance with the standards of the preceding paragraph, the Servicer shall advance or cause to be advanced funds as necessary for the purpose of effecting the timely payment of taxes and assessments on the Mortgaged Properties, which advances shall be Servicing Advances reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11. Any cost incurred by the Servicer or by Sub-Servicers in effecting the timely payment of taxes and assessments on a Mortgaged Property shall not, for the purpose of calculating distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit provided, however, that (subject to Section 3.07) the Servicer may capitalize the amount of any Servicing Advances incurred pursuant to this Section 3.01 in connection with the modification of a Mortgage Loan.
The Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Sub-Servicer, when the Servicer or the Sub-Servicer, as the case may be, believes it is appropriate in its best judgment to register any Mortgage Loan on the MERS System, or cause the removal from the registration of any Mortgage Loan on the MERS System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any reasonable expenses (i) incurred as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS System or (ii) if the affected Mortgage Loan is in default or, in the judgment of the Servicer, such default is reasonably foreseeable, incurred in connection with the actions described in the preceding sentence, shall be subject to withdrawal by the Servicer from the Collection Account.
Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances (other than Servicing Advances) with respect to a Mortgage Loan (except as provided in Section 4.04) and the Servicer shall not (i) permit any modification with respect to any Mortgage Loan (except with respect to a Mortgage Loan that is in default or, in the judgment of the Servicer, such default is reasonably foreseeable) that would change the Mortgage Rate, reduce or increase the principal balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan or (ii) permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed Treasury Regulations promulgated thereunder) and (B) cause any REMIC to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions after the startup date” under the REMIC Provisions.
Notwithstanding anything in this Agreement to the contrary and notwithstanding its ability to do so pursuant to the terms of the related mortgage note, the Servicer shall not be required to enforce any provision in any mortgage note the enforcement of which would violate federal, state or local laws or ordinances designed to discourage predatory lending practices.
The Servicer may delegate its responsibilities under this Agreement; provided, however, that no such delegation shall release the Servicer from the responsibilities or liabilities arising under this Agreement.
SECTION 3.02 Sub-Servicing Agreements Between Servicer and Sub-Servicers; Subcontractors.
(a) The Servicer may enter into Sub-Servicing Agreements (provided that such agreements would not result in a withdrawal or a downgrading by the Rating Agencies of the rating on any Class of Certificates) with Sub-Servicers, for the servicing and administration of the Mortgage Loans; provided, however, that each such sub-servicing arrangement and the terms of the related Sub-Servicing Agreement must provide for the servicing of Mortgage Loans in a manner consistent with the servicing arrangement contemplated hereunder.
(b) 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 Freddie Mac or Fannie Mae approved mortgage servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming to the provisions set forth in Section 3.08, 3.20 or 3.21 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Servicer will examine each Sub-Servicing Agreement and will be familiar with the terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with any of the provisions of this Agreement. 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 3.08 (relating to insurance or priority requirements of Sub-Servicing Accounts, or credits and charges to the Sub- Servicing Accounts or the timing and amount of remittances by the Sub-Servicers to the Servicer), Section 3.20 or Section 3.21, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Servicer shall deliver to the Trustee copies of all Sub-Servicing Agreements and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instruments.
(c) As part of its servicing activities hereunder, the Servicer (except as otherwise provided in the last sentence of this paragraph), 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 of a Sub-Servicer 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.
(d) It shall not be necessary for the Servicer to seek the consent of the Depositor or the Trustee to the utilization of any Subcontractor. The Servicer shall promptly, upon request, provide to the Depositor and the Trustee a written description (in form and substance satisfactory to the the Depositor and the Trustee) of the role and function of each Subcontractor utilized by the Servicer or any Sub-Servicer, specifying (i) the identity of each such Subcontractor, (ii) which (if any) of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB and (iii) which elements of the Relevant Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to (e) below.
(e) As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Sub-Servicer) for the benefit of the Depositor and the Trustee to comply with the provisions of Sections 3.21 of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the the Depositor and the Trustee any assessment of compliance and attestation required to be delivered by such Subcontractor under Section 3.21, in each case as and when required to be delivered.
SECTION 3.03 Successor Sub-Servicers.
The Servicer shall be entitled to terminate any Sub-Servicing Agreement and the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with the terms and conditions of such Sub-Servicing Agreement. In the event of termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer without any act or deed on the part of such Sub-Servicer or the Servicer, and the Servicer either shall service directly the related Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under Section 3.02.
Any Sub-Servicing Agreement shall include the provision that such agreement may be immediately terminated by the Trustee (if the Trustee is acting as successor Servicer) 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 Termination).
SECTION 3.04 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 and the Certificateholders for the servicing and administering of the Mortgage Loans in accordance with the provisions of Section 3.01 without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Sub-Servicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Mortgage Loans. The Servicer shall be entitled to enter into any agreement with a Sub- Servicer for indemnification of the Servicer by such Sub-Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.
SECTION 3.05 No Contractual Relationship Between Sub-Servicers and the Trustee or Certificateholders.
Any Sub-Servicing Agreement that may be entered into and any transactions or services relating to the Mortgage Loans involving a Sub-Servicer in its capacity as such shall be deemed to be between the Sub-Servicer and the Servicer alone, and the Trustee 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 3.06. The Servicer shall be solely liable for all fees owed by it to any Sub-Servicer, irrespective of whether the Servicer’s compensation pursuant to this Agreement is sufficient to pay such fees.
SECTION 3.06 Assumption or Termination of Sub-Servicing Agreements.
In the event the Servicer shall for any reason no longer be the Servicer (including by reason of the occurrence of a Servicer Event of Termination), the Trustee (or the successor servicer appointed pursuant to Section 7.02) shall thereupon assume all of the rights and obligations of the Servicer under each Sub-Servicing Agreement that the Servicer may have entered into, unless the Trustee elects to terminate any Sub-Servicing Agreement in accordance with its terms as provided in Section 3.03. Upon such assumption, the Trustee (or the successor servicer appointed pursuant to Section 7.02 shall be deemed, subject to Section 3.03, to have assumed all of the 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 3.07 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 and the servicing standards set forth in Section 3.01, the Servicer may in its discretion (i) waive any late payment charge or, if applicable, penalty interest or (ii) extend the due dates for Monthly Payments due on a Mortgage Note for a period of not greater than 180 days; provided that any extension pursuant to clause (ii) above shall not affect the amortization schedule of any Mortgage Loan for purposes of any computation hereunder, except as provided below. In the event of any such arrangement pursuant to clause (ii) above, the Servicer shall make timely advances on such Mortgage Loan during such extension pursuant to Section 4.03 and in accordance with the 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 in default or, in the judgment of the Servicer, such default is reasonably foreseeable, the Servicer, consistent with the standards set forth in Section 3.01, may waive, modify or vary any term of such Mortgage Loan (including, but not limited to, modifications that 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 (such payment, a “Short Pay-off”) or consent to the postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor if in the Servicer’s determination such waiver, modification, postponement or indulgence is not materially adverse to the interests of the Certificateholders (taking into account any estimated Realized Loss that might result absent such action); provided, however, the Servicer shall not modify any Mortgage Loan in a manner that would capitalize the amount of any unpaid Monthly Payments or tax or insurance payments advanced by the Servicer on the Mortgagor’s behalf unless the related Mortgagor shall have remitted an amount equal to a full Monthly Payment (or, in the case of any Mortgage Loan subject to a forbearance plan or bankruptcy plan, a full modified monthly payment under such plan) in each of the three calendar months immediately preceding the month of such modification.
SECTION 3.08 Sub-Servicing Accounts.
In those cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a Sub-Servicing Agreement, the Sub-Servicer will be required to establish and maintain one or more accounts (collectively, the “Sub-Servicing Account”). The Sub-Servicing Account shall be an Eligible Account and shall comply with all requirements of this Agreement relating to the Collection Account. The Sub-Servicer shall deposit in the Sub-Servicing Account, in no event more than two Business Days 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. The Sub-Servicer shall thereafter remit such proceeds to the Servicer for deposit in the Collection Account not later than two Business Days after the deposit of such amounts in the Sub-Servicing Account. For purposes of this Agreement, the Servicer shall be deemed to have received payments on the Mortgage Loans when the Sub-Servicer receives such payments.
SECTION 3.09 Collection of Taxes, Assessments and Similar Items; Servicing Accounts.
To the extent the terms of a Mortgage provide for Escrow Payments, the Servicer shall establish and maintain one or more accounts (the “Servicing Accounts”), into which all collections from the Mortgagors (or related advances from Sub-Servicers) for the payment of taxes, assessments, fire, flood, and hazard insurance premiums, hazard insurance proceeds (to the extent such amounts are to be applied to the restoration or repair of the property) and comparable items for the account of the Mortgagors (“Escrow Payments”) shall be deposited and retained. Servicing Accounts shall be Eligible Accounts. The Servicer shall deposit in the Servicing Accounts on a daily basis and in no event later than the second Business Day after receipt, and retain therein, all Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting the timely payment of any such items as required under the terms of this Agreement. Withdrawals of amounts from a Servicing Account may be made only to (i) effect timely payment of taxes, assessments, fire, flood, and hazard insurance premiums, and comparable items; (ii) reimburse the Servicer out of related collections for any advances made pursuant to Section 3.01 (with respect to taxes and assessments) and Section 3.14 (with respect to fire, flood and hazard insurance); (iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest, if required and as described below, to Mortgagors on balances in the Servicing Account; or (v) clear and terminate the Servicing Account at the termination of the Servicer’s obligations and responsibilities in respect of the Mortgage Loans under this Agreement in accordance with Article IX. As part of its servicing duties, the Servicer shall pay to the Mortgagors interest on funds in Servicing Accounts, to the extent required by law and, to the extent that interest earned on funds in the Servicing Accounts is insufficient, to pay such interest from its or their own funds, without any reimbursement therefor. Notwithstanding the foregoing, the Servicer shall not be obligated to collect Escrow Payments if the related Mortgage Loan does not require such payments but the Servicer shall nevertheless be obligated to make Servicing Advances as provided in Section 3.01. In the event the Servicer shall deposit in the Servicing Accounts any amount not required to be deposited therein, it may at any time withdraw such amount from the Servicing Accounts, any provision to the contrary notwithstanding.
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. The Servicer assumes full responsibility for the payment of all such bills and shall effect payments of all such bills irrespective of the Mortgagor’s faithful performance in the payment of same or the making of the Escrow Payments and shall make Servicing Advances from its own funds to effect such payments.
SECTION 3.10 Collection Account.
(a) On behalf of the Trust Fund, the Servicer shall establish and maintain one or more separate, segregated trust accounts (such account or accounts, the “Collection Account”), held in trust for the benefit of the Trustee and the Certificateholders. On behalf of the Trust Fund, the Servicer shall deposit or cause to be deposited in the 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 two Business Days after the Servicer’s receipt thereof, and shall thereafter deposit in the Collection Account, in no event more than one Business Day after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it from and after the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto:
(i) all payments on account of principal, including Principal Prepayments on the Mortgage Loans;
(ii) all payments on account of interest (net of the related Servicing Fee and any Prepayment Interest Excess) on each Mortgage Loan;
(iii) all Insurance Proceeds and Liquidation Proceeds (other than proceeds collected in respect of any particular REO Property and amounts paid by the Servicer in connection with a purchase of Mortgage Loans and REO Properties pursuant to Section 9.01);
(iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the Collection Account;
(v) any amounts required to be deposited by the Servicer pursuant to the second paragraph of Section 3.14(a) in respect of any blanket policy deductibles;
(vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with Section 2.03 or Section 9.01;
(vii) all amounts required to be deposited in connection with shortfalls in principal amount of Qualified Substitute Mortgage Loans pursuant to Section 2.03; and
(viii) all Prepayment Charges collected by the Servicer and any Servicer Prepayment Charge Payment Amounts in connection with the Principal Prepayment of any of the Mortgage Loans.
For purposes of the immediately preceding sentence, the Cut-off Date with respect to any Qualified Substitute Mortgage Loan shall be deemed to be the date of substitution.
The foregoing requirements for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges or assumption fees (other than Prepayment Charges) need not be deposited by the Servicer in the Collection Account. In the event the Servicer shall deposit in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding.
(b) On behalf of the Trust Fund, the Servicer shall deliver to the Trustee in immediately available funds for deposit in an account established and maintained by the Trustee, held in trust for the benefit of the Certificateholders (the “Distribution Account”): (i) on the Servicer Remittance Date, that portion of the Available Funds for the related Distribution Date then on deposit in the Collection Account, the amount of all Prepayment Charges collected during the applicable Prepayment Period by the Servicer and Servicer Prepayment Charge Payment Amounts in connection with the Principal Prepayment of any of the Mortgage Loans then on deposit in the Collection Account and (ii) on each Business Day as of the commencement of which the balance on deposit in the Collection Account exceeds $75,000 following any withdrawals pursuant to the next succeeding sentence, the amount of such excess, but only if the Collection Account constitutes an Eligible Account solely pursuant to clause (ii) of the definition of “Eligible Account.” If the balance on deposit in the Collection Account exceeds $75,000 as of the commencement of business on any Business Day and the Collection Account constitutes an Eligible Account solely pursuant to clause (ii) of the definition of “Eligible Account,” the Servicer shall, on such Business Day, withdraw from the Collection Account any and all amounts payable or reimbursable to the Depositor, the Servicer, the Trustee, the Seller or any Sub-Servicer pursuant to Section 3.11 and shall pay such amounts to the Persons entitled thereto.
(c) Funds in the Collection Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. The Servicer shall give advance notice to the Trustee of the location of the Collection Account maintained by it when established and prior to any change thereof. The Trustee shall forward such notice to the Depositor.
(d) Funds held in the Collection Account at any time may be delivered by the Servicer to the Trustee for deposit in an account (which may be the Distribution Account and must satisfy the standards for the Distribution Account as set forth in the definition thereof) and for all purposes of this Agreement shall be deemed to be a part of the Collection Account; provided, however, that the Trustee shall have the sole authority to withdraw any funds held pursuant to this subsection (d). In the event the Servicer shall deliver to the Trustee for deposit in the Distribution Account any amount not required to be deposited therein, it may at any time request that the Trustee withdraw such amount from the Distribution Account and remit to it any such amount, any provision herein to the contrary notwithstanding. In addition, the Servicer shall deliver to the Trustee from time to time for deposit, and upon written notification from the Servicer, the Trustee shall so deposit, in the Distribution Account:
(i) any Advances, as required pursuant to Section 4.03;
(ii) any amounts required to be deposited pursuant to Section 3.23(d) or (f) in connection with any REO Property;
(iii) any amounts to be paid by the Servicer in connection with a purchase of Mortgage Loans and REO Properties pursuant to Section 9.01; and
(iv) any amounts required to be deposited pursuant to Section 3.24 in connection with any Prepayment Interest Shortfalls.
(e) The Servicer shall deposit in the Collection Account any amounts required to be deposited pursuant to Section 3.12(b) in connection with losses realized on Permitted Investments with respect to funds held in the Collection Account.
SECTION 3.11 Withdrawals from the Collection Account.
The Servicer shall, from time to time, make withdrawals from the Collection Account for any of the following purposes, without priority, 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 3.10(b) or permitted to be so remitted pursuant to the first sentence of Section 3.10(d);
(ii) subject to Section 3.16(d), to reimburse the Servicer for Advances, but only to the extent of amounts received which represent Late Collections (net of the related Servicing Fees) of Monthly Payments on Mortgage Loans with respect to which such Advances were made in accordance with the provisions of Section 4.03;
(iii) subject to Section 3.16(d), to pay the Servicer or any Sub-Servicer (A) any unpaid Servicing Fees, (B) any unreimbursed Servicing Advances with respect to each Mortgage Loan, but only to the extent of any Liquidation Proceeds, Insurance Proceeds or other amounts as may be collected by the Servicer from a Mortgagor, or otherwise received with respect to such Mortgage Loan and (C) without limiting any right of withdrawal set forth in clause (vi) below, any Servicing Advances made with respect to a Mortgage Loan that, following the final liquidation of a Mortgage Loan are Nonrecoverable Advances, but only to the extent that Late Collections, Liquidation Proceeds and Insurance Proceeds received with respect to such Mortgage Loan are insufficient to reimburse the Servicer or any Sub-Servicer for such Servicing Advances;
(iv) to pay to the Servicer as servicing compensation (in addition to the Servicing Fee) on the Servicer Remittance Date any interest or investment income earned on funds deposited in the Collection Account;
(v) to pay to the Servicer or the Seller, 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(c) all amounts received thereon subsequent to the date of purchase or substitution, as the case may be;
(vi) to reimburse the Servicer for any Advance or Servicing Advance previously made which the Servicer has determined to be a Nonrecoverable Advance or Nonrecoverable Servicing Advance in accordance with the provisions of Section 4.03;
(vii) 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;
(viii) to reimburse the Servicer or the Trustee, as the case may be, for expenses reasonably incurred in respect of the breach or defect giving rise to the purchase obligation under Section 2.03 of this Agreement that were included in the Purchase Price of the Mortgage Loan, including any expenses arising out of the enforcement of the purchase obligation;
(ix) [reserved];
(x) to pay, or to reimburse the Servicer for advances in respect of expenses incurred in connection with any Mortgage Loan pursuant to Section 3.16(b); and
(xi) to clear and terminate the Collection Account pursuant to Section 9.01.
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), (viii) and (ix) above. The Servicer shall provide written notification to the Trustee, on or prior to the next succeeding Servicer Remittance Date, upon making any withdrawals from the Collection Account pursuant to subclause (vii) above.
SECTION 3.12 Investment of Funds in the Collection Account, the Pre-Funding Accounts and the Interest Coverage Accounts.
(a) The Servicer may direct any depository institution maintaining the Collection Account, the Pre-Funding Accounts and the Interest Coverage Accounts (for purposes of this Section 3.12, an “Investment Account”) to invest the funds in such Investment Account in one or more Permitted Investments specified in such instruction bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee is the obligor thereon, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Trustee (in its capacity as such) or in the name of a nominee of the Trustee. The Trustee shall be entitled to sole possession (except with respect to investment direction of funds held in the Collection Account, the Distribution Account, the Pre-Funding Accounts, the Interest Coverage Accounts and any income and gain realized thereon) over each such investment, and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its agent, together with any document of transfer necessary to transfer title to such investment to the Trustee or its nominee. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Trustee shall:
(x) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and
(y) demand payment of all amounts due thereunder promptly upon determination by a Responsible Officer of the Trustee that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the Investment Account.
(b) All income and gain realized from the investment of funds deposited in the Collection Account held by or on behalf of the Servicer, shall be for the benefit of the Servicer and shall be subject to its withdrawal in accordance with Section 3.11. The Servicer shall deposit in the Collection Account the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such accounts immediately upon realization of such loss.
All income and gain realized from the investment of funds deposited in the Pre-Funding Accounts held by or on behalf of the Depositor shall be for the benefit of the Depositor and shall be subject to its withdrawal in accordance with Section 4.05. The Depositor shall deposit in the Pre-Funding Accounts the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such accounts immediately upon realization of such loss.
(c) 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 Holders of Certificates representing more than 50% of the Voting Rights allocated to any Class of Certificates, shall take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.
SECTION 3.13 [Reserved].
SECTION 3.14 Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage.
The terms of each Mortgage Note require the related Mortgagor to maintain fire and hazard insurance policies. To the extent such policies are not maintained, the Servicer shall cause to be maintained for each Mortgaged Property fire and hazard insurance with extended coverage as is customary in the area where the Mortgaged Property is located in an amount which is at least equal to the lesser of the current principal balance of such Mortgage Loan and the amount necessary to fully compensate for any damage or loss to the improvements which are a part of such property on a replacement cost basis, 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 and hazard insurance on each REO Property with extended coverage as is customary in the area where the Mortgaged Property is located in an amount which is at least equal to the lesser of (i) 100% of the insurable value on a replacement cost basis of the improvements securing such Mortgage Loan and (ii) the greater of (a) the outstanding principal balance of the Mortgage Loan and (b) an amount such that the proceeds of such insurance shall be sufficient to prevent the application to the Mortgagor or the loss payee of any coinsurance clause under the policy. The Servicer will comply in the performance of this Agreement with all reasonable rules and requirements of each insurer under any such hazard policies. Any amounts to be collected by the Servicer under any such policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or amounts to be released to the Mortgagor in accordance with the procedures that the Servicer would follow in servicing loans held for its own account, subject to the terms and conditions of the related Mortgage and Mortgage Note) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.11, if received in respect of a Mortgage Loan, or in the REO Account, subject to withdrawal pursuant to Section 3.23, if received in respect of an REO Property. Any cost incurred by the Servicer in maintaining any such insurance shall not, for the purpose of calculating distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit; provided, however, that the Servicer may capitalize the amount of any Servicing Advances incurred pursuant to this Section 3.14 in connection with the modification of a Mortgage Loan. It is understood and agreed that no earthquake or other additional insurance is to be required of any Mortgagor other than pursuant to such applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. If the related Mortgaged Property is located in an area identified by the Flood Emergency Management Agency as having special flood hazards (and such flood insurance has been made available) the Servicer shall cause to be maintained a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect with a generally acceptable insurance carrier acceptable to Fannie Mae or Freddie Mac in an amount representing coverage equal to the lesser of: (i) the minimum amount required, under the terms of coverage, to compensate for any damage or loss on a replacement cost basis (or the unpaid balance of the mortgage if replacement cost coverage is not available for the type of building insured) and (ii) the maximum amount of insurance which is available under the Flood Disaster Protection Act of 1973, as amended. If at any time during the term of the Mortgage Loan, the Servicer determines, in accordance with applicable law, that a Mortgaged Property is located in a special flood hazard area and is not covered by flood insurance or is covered in an amount less than the amount required by the Flood Disaster Protection Act of 1973, as amended, the Servicer shall notify the related Mortgagor that the Mortgagor must obtain such flood insurance coverage, and if said Mortgagor fails to obtain the required flood insurance coverage within forty-five (45) days after such notification, the Company shall immediately force place the required flood insurance on the Mortgagor’s behalf. Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan and (ii) the maximum amount of such insurance available for the related Mortgaged Property under the national flood insurance program (assuming that the area in which such Mortgaged Property is located is participating in such program).
In the event that the Servicer shall obtain and maintain a blanket policy with an insurer having a General Policy Rating of B:VI or better in Best’s Key Rating Guide insuring against hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to have satisfied its obligations as set forth in the first two sentences of this Section 3.14, it being understood and agreed that such policy may contain a deductible clause, in which case the Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property or REO Property a policy complying with the first two sentences of this Section 3.14, and there shall have been one or more losses which would have been covered by such policy, deposit to the Collection Account from its own funds the amount not otherwise payable under the blanket policy because of such deductible clause. In connection with its activities as administrator and servicer of the Mortgage Loans, the Servicer agrees to prepare and present, on behalf of itself, the Trustee, the Trust Fund and the Certificateholders, claims under any such blanket policy in a timely fashion in accordance with the terms of such policy.
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 its respective obligations under this Agreement, which policy or policies shall be in such form and amount that would meet the requirements of Fannie Mae or Freddie Mac if it were the purchaser of the Mortgage Loans, unless the Servicer, has obtained a waiver of such requirements from Fannie Mae or Freddie Mac. The Servicer shall also maintain a fidelity bond in the form and amount that would meet the requirements of Fannie Mae or Freddie Mac, unless the Servicer, has obtained a waiver of such requirements from Fannie Mae or Freddie Mac. The Servicer shall be deemed to have complied with this provision if an Affiliate of the Servicer, has such errors and omissions and fidelity bond coverage and, by the terms of such insurance policy or fidelity bond, the coverage afforded thereunder extends to the Servicer. Any such errors and omissions policy and fidelity bond shall by its terms not be cancelable without thirty days’ prior written notice to the Trustee.
The Servicer shall provide to the Trustee evidence of the authorization of the person signing any certification, statement, copy or other evidence of any fidelity bond, errors and omissions policy, financial information and reports or such other information related to the Servicer or any Sub-Servicer or to the Servicer’s or such Sub-Servicer’s performance hereunder.
SECTION 3.15 Enforcement of Due-On-Sale Clauses; Assumption Agreements.
The Servicer will, to the extent it has knowledge of any conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by absolute conveyance or by contract of sale, and whether or not the Mortgagor remains or is to remain liable under the Mortgage Note and/or the Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if any, applicable thereto; provided, however, that the Servicer shall not exercise any such rights if prohibited by law from doing so. If the Servicer reasonably believes it is unable under applicable law to enforce such “due-on-sale” clause, or if any of the other conditions set forth in the proviso to the preceding sentence apply, the Servicer will enter into an assumption and modification agreement from or with the person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, to the extent permitted by applicable state law, the Mortgagor remains liable thereon. The Servicer is also authorized to enter into a substitution of liability agreement with such person, pursuant to which the original Mortgagor is released from liability and such person is substituted as the Mortgagor and becomes liable under the Mortgage Note, provided that no such substitution shall be effective unless such person satisfies the then current underwriting criteria of the Servicer for mortgage loans similar to the Mortgage Loans. In connection with any assumption or substitution, the Servicer shall apply such underwriting standards and follow such practices and procedures as shall be normal and usual in its general mortgage servicing activities and as it applies to other mortgage loans owned solely by it. The Servicer shall not take or enter into any assumption and modification agreement, however, unless (to the extent practicable in the circumstances) it shall have received confirmation, in writing, of the continued effectiveness of any applicable hazard insurance policy. Any fee collected by the Servicer in respect of an assumption or substitution of liability agreement will be retained by the Servicer as additional servicing compensation. In connection with any such assumption, no material term of the Mortgage Note (including but not limited to the related Mortgage Rate and the amount of the Monthly Payment) may be amended or modified, except as otherwise required pursuant to the terms thereof. The Servicer shall notify the Trustee and the Custodian that any such substitution or assumption agreement has been completed by forwarding to the Custodian 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.
Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever. For purposes of this Section 3.15, the term “assumption” is deemed to also include a sale (of the Mortgaged Property) subject to the Mortgage that is not accompanied by an assumption or substitution of liability agreement.
SECTION 3.16 Realization Upon Defaulted Mortgage Loans.
(a) The Servicer shall, consistent with the servicing standard set forth in Section 3.01, foreclose upon or otherwise comparably convert the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.07. The Servicer shall be responsible for all costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses will be recoverable as Servicing Advances by the Servicer as contemplated in Section 3.11 and Section 3.23. The foregoing is subject to the provision that, 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.
(b) Notwithstanding the foregoing provisions of this Section 3.16 or any other provision of this Agreement, with respect to any Mortgage Loan as to which the Servicer has received actual notice of, or has actual knowledge of, the presence of any toxic or hazardous substance on the related Mortgaged Property, the Servicer shall not, on behalf of the Trustee, either (i) obtain title to such Mortgaged Property as a result of or in lieu of foreclosure or otherwise, or (ii) otherwise acquire possession of, or take any other action with respect to, such Mortgaged Property, if, as a result of any such action, the Trustee, the Trust Fund, the Servicer or the Certificateholders would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Servicer has also previously determined, based on its reasonable judgment and a report prepared by a Person who regularly conducts environmental audits using customary industry standards, that:
(1) such Mortgaged Property is in compliance with applicable environmental laws or, if not, that it would be in the best economic interest of the Trust Fund to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and
(2) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in the best economic interest of the Trust Fund to take such actions with respect to the affected Mortgaged Property.
The cost of the environmental audit report contemplated by this Section 3.16 shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Collection Account as provided in Section 3.11(a)(ix), such right of reimbursement being prior to the rights of Certificateholders to receive any amount in the Collection Account received in respect of the affected Mortgage Loan or other Mortgage Loans.
If the Servicer determines, as described above, that it is in the best economic interest of the Trust Fund to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental laws, or to take such action with respect to the containment, clean-up or remediation of hazardous substances, hazardous materials, hazardous wastes or petroleum-based materials affecting any such Mortgaged Property, then the Servicer shall take such action as it deems to be in the best economic interest of the Trust Fund. The cost of any such compliance, containment, cleanup or remediation shall be advanced by the Servicer, subject to the Servicer’s right to be reimbursed therefor from the Collection Account as provided in Section 3.11(a)(ix), such right of reimbursement being prior to the rights of Certificateholders to receive any amount in the Collection Account received in respect of the affected Mortgage Loan or other Mortgage Loans.
(c) The Servicer shall have the right to purchase from REMIC 1 any defaulted Mortgage Loan that is 90 days or more delinquent, which the Servicer determines in good faith will otherwise become subject to foreclosure proceedings (evidence of such determination to be delivered in writing to the Trustee, in form and substance satisfactory to the Trustee prior to purchase), at a price equal to the Purchase Price. The Purchase Price for any Mortgage Loan purchased hereunder shall be deposited in the Collection Account, and the Trustee, upon receipt of written certification from the Servicer of such deposit, shall release or cause to be released to the Servicer, the related Mortgage File and the Trustee, upon receipt of written certification from the Servicer, as applicable, of such deposit, shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Servicer, shall furnish and as shall be necessary to vest in the Servicer title to any Mortgage Loan released pursuant hereto.
(d) Proceeds received in connection with any Final Recovery Determination, as well as any recovery resulting from a partial collection of Insurance Proceeds or Liquidation Proceeds, in respect of any Mortgage Loan, will be applied in the following order of priority: first, to reimburse the Servicer or any Sub-Servicer for any related unreimbursed Servicing Advances and Advances, pursuant to Section 3.11(a)(ii) or (a)(iii)(B); second, to accrued and unpaid interest on the Mortgage Loan, to the date of the Final Recovery Determination, or to the Due Date prior to the Distribution Date on which such amounts are to be distributed if not in connection with a Final Recovery Determination; and third, as a recovery of principal of the Mortgage Loan. If the amount of the recovery so allocated to interest is less than the full amount of accrued and unpaid interest due on such Mortgage Loan, the amount of such recovery will be allocated by the Servicer as follows: first, to unpaid Servicing Fees; and second, to the balance of the interest then due and owing. The portion of the recovery so allocated to unpaid Servicing Fees shall be reimbursed to the Servicer or any Sub-Servicer pursuant to Section 3.11(a)(iii)(A).
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 will immediately notify the Custodian, by a Request for Release in the form 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 3.10 have been or will be so deposited) of a Servicing Officer and shall request that the Custodian, on behalf of the Trustee, deliver to it the Mortgage File. Upon receipt of such certification and request, the Custodian shall within three Business Days release the related Mortgage File to the Servicer and the Servicer is authorized to cause the removal from the registration on the MERS® System of any such Mortgage, if applicable, and to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of satisfaction or cancellation or of partial or full release. 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 Custodian shall, upon request of the Servicer and delivery to the Custodian of a Request for Release in the form 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. Such Request for Release shall obligate the Servicer to return each and every document previously requested from the Mortgage File to the Custodian when the need therefor by the Servicer no longer exists, unless the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Collection Account or the Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Servicer has delivered to the Custodian, on behalf of 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 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, a copy of the Request for Release shall be released by the Custodian, on behalf of the Trustee, 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 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 will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale.
SECTION 3.18 Servicing Compensation.
As compensation for 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 3.24. In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Insurance Proceeds or Liquidation Proceeds to the extent permitted by Section 3.11(a)(iii)(A) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. 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 assumption fees, late payment charges and other similar fees and charges (other than Prepayment Charges) shall be retained by the Servicer (subject to Section 3.24) only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and pursuant to Section 3.23(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and Section 3.24. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including premiums for the insurance required by Section 3.14, to the extent such premiums are not paid by the related Mortgagors or by a Sub-Servicer, servicing compensation of each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein.
SECTION 3.19 Reports; Collection Account Statements.
Not later than fifteen days after each Distribution Date, the Servicer shall forward to the Trustee, upon the request of the Trustee, a statement prepared by the Servicer setting forth the status of the Collection Account as of the close of business on the last day of the calendar month relating to such Distribution Date and showing, for the period covered by such statement, the aggregate amount of deposits into and withdrawals from the Collection Account of each category of deposit specified in Section 3.10(a) and each category of withdrawal specified in Section 3.11. Such statement may be in the form of the then current Fannie Mae Monthly Accounting Report for its Guaranteed Mortgage Pass-Through Program with appropriate additions and changes, and shall also include information as to the aggregate of the outstanding principal balances of all of the Mortgage Loans as of the last day of the calendar month immediately preceding such Distribution Date. Copies of such statement shall be provided by the Trustee to any Certificateholder and to any Person identified to the Trustee as a prospective transferee of a Certificate, upon the request and at the expense of the requesting party, provided such statement is delivered by the Servicer to the Trustee.
SECTION 3.20 Statement as to Compliance.
On or before March 1 of each calendar year, commencing in 2007, the Servicer shall deliver to the Trustee a statement of compliance addressed to the Depositor and signed by an authorized officer of the Servicer, to the effect that (a) a review of the Servicer’s activities during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officer’s supervision, and (b) to the best of such officers’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such officer and the nature and the status thereof.
The Servicer shall deliver, or cause to be delivered, a similar Annual Statement of Compliance by any Sub-Servicer, Subcontractor or other Person engaged by it and satisfying any of the criteria set forth in Item 1108(a)(i)-(iii), to which the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans, to the Trustee as described above as and when required with respect to the Servicer.
Each of the Servicer and the Trustee (each, an “Indemnifying Party”) shall indemnify and hold harmless the Depositor and their officers, directors and Affiliates, as applicable, from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the obligations of such Indemnifying Party under this Section 3.20.
SECTION 3.21 Assessments of Compliance and Attestation Reports.
(A) On or before March 1st (or March 15th with respect to the Trustee) of each calendar year, commencing in 2007, the Servicer shall:
(1) deliver to the Trustee a report (in form and substance reasonably satisfactory to the Depositor and the Trustee) regarding the Servicer’s assessment of compliance with the Relevant Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Depositor and signed by an authorized officer of the Servicer and shall address each of the Relevant Servicing Criteria specified substantially on Exhibit S hereto (or those Servicing Criteria otherwise mutually agreed to by the Depositor and the Servicer in response to evolving interpretations of Regulation AB;
(2) deliver to the Trustee a report of a registered public accounting firm reasonably acceptable to the Depositor and the Trustee that attests to, and reports on, the assessment of the compliance made by the Servicer and delivered pursuant to the .preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;
(3) cause each Sub-Servicer and each Subcontractor to deliver to the Trustee and the Depositor an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section 3.21; and
(4) pursuant to Section 4.05(a)(iv), deliver, and cause each Sub-Servicer and each Subcontractor to deliver to the Trustee a certification in the form attached hereto as Exhibit N-2.
Each assessment of compliance provided by a Sub-Servicer pursuant to Section 3.21(iii) shall address each of the Relevant Servicing Criteria applicable to the Servicer in Exhibit S. An assessment of compliance provided by a Subcontractor pursuant to Section 3.21(iii) need not address any elements of the Relevant Servicing Criteria other than those specified by the Servicer pursuant to Section 3.02.
The Servicer acknowledges that the Depositor may rely on the certification provided by the Servicer pursuant clause (iv) above in signing the Certification and filing such with the Commission. The Depositor will not request delivery of a certification under clause (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans.
Each of the Trustee and the Credit Risk Manager shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit O hereto which are indicated as applicable to each such party. Notwithstanding the foregoing, as to any trustee, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund.
Each of the Servicer, the Trustee and the Credit Risk Manager shall indemnify and hold harmless the Depositor and their officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the obligations of such Indemnifying Party under this Section 3.21.
SECTION 3.22 Remedies Regarding Statements as to Compliance, Assessments of Compliance and Attestation Reports.
(i) Any failure by the Servicer, any Sub-Servicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Section 3.20 or Section 3.21, including (except as provided below) any failure by the Servicer to identify any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten (10) calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered shall constitute a Servicer Event of Termination, and shall entitle the Trustee (at the direction of the Depositor), to terminate the rights and obligations of the Servicer under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect.
Neither the Trustee nor the Depositor shall be entitled to terminate the rights and obligations of the Servicer pursuant to this subparagraph (B)(i) if a failure of the Servicer to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans.
(iii) The Servicer shall promptly reimburse the Depositor, the Trustee and the Trust Fund for all reasonable expenses incurred by the Depositor, the Trustee and the Trust Fund, as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Mortgage Loans to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Trustee or the Depositor may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.
SECTION 3.23 Access to Certain Documentation.
The Servicer shall provide to the Trustee and the Depositor at the request of the Office of the Controller of the Currency, the Office of Thrift Supervision, the FDIC, and any other federal or state banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to the documentation regarding the Mortgage Loans required by applicable laws and regulations. Such access shall be afforded without charge, but only upon reasonable request and during normal business hours at the offices of the Servicer designated by it. In addition, access to the documentation regarding the Mortgage Loans required by applicable laws and regulations will be provided to such Certificateholder, the Trustee and to any Person identified to the Servicer as a prospective transferee of a Certificate subject to the execution of a confidentiality agreement in form and substance satisfactory to the servicer, 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. Nothing in this Section 3.22 shall derogate from the obligation of any such party to observe any applicable law prohibiting disclosure of information regarding the Mortgagors and the failure of any such party to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section 3.22.
The Servicer agrees to fully 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 Servicer, on a monthly basis.
SECTION 3.24 Title, Management and Disposition of REO Property.
(a) In the event that title to an REO Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken (pursuant to a limited power of attorney to be provided by the Trustee to the Servicer) in the name of the Trustee or a nominee thereof, on behalf of the Certificateholders, or in the event the Trustee or a nominee thereof is not authorized or permitted to hold title to real property in the state where the REO Property is located, or would be adversely affected under the “doing business” or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer from an attorney duly licensed to practice law in the state where the REO Property is located. Any Person or Persons holding such title other than the Trustee shall acknowledge in writing that such title is being held as nominee for the benefit of the Trustee. The Trustee’s name shall be placed on the title to such REO Property solely as the Trustee hereunder and not in its individual capacity. The Servicer shall ensure that the title to such REO Property references this Agreement and the Trustee’s capacity hereunder. The Servicer, on behalf of the Trust Fund, shall either sell any REO Property before the close of the third taxable year following 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 above three-year grace period would otherwise expire, an extension of the above three-year grace period, unless the Servicer shall have delivered to the Trustee and the Depositor an Opinion of Counsel, addressed to the Trustee and the Depositor, to the effect that the holding by the Trust Fund of such REO Property subsequent to the close of the third taxable year after its acquisition will not result in the imposition on the Trust Fund 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 Certificateholders solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any 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. 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 two Business Days after the Servicer’s receipt thereof, and shall thereafter deposit in the REO Account, in no event more than one Business Day 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 will be recoverable from the rental or sale of the REO Property.
Notwithstanding the foregoing, none of the Servicer or the Trustee shall:
(a) authorize the Trust Fund to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property;
(b) authorize any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;
(c) authorize any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or
(d) authorize any Person to Directly Operate any REO Property on any date more than 90 days after its date of acquisition by the Trust Fund;
unless, in any such case, the Servicer has obtained an Opinion of Counsel to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the at any time that it is held by the Trust Fund, in which case the Servicer may take such actions as are specified in such Opinion of Counsel.
The Servicer may contract with any Independent Contractor for the operation and management of any REO Property; provided that:
(i) the terms and conditions of any such contract shall not be inconsistent herewith;
(ii) any such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses incurred in connection with the operation and management of such REO Property, including those listed above and remit all related revenues (net of such costs and expenses) to the Servicer as soon as practicable, but in no event later than thirty days following the receipt thereof by such Independent Contractor;
(iii) none of the provisions of this Section 3.23(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Servicer of any of its duties and obligations to the Trustee on behalf of the Certificateholders with respect to the operation and management of any such REO Property; and
(iv) the Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property.
The Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. The Servicer shall be solely liable for all fees owed by it to any such Independent Contractor, irrespective of whether the Servicer’s compensation pursuant to Section 3.18 is sufficient to pay such fees.
(d) In addition to the withdrawals permitted under Section 3.23(c), the Servicer may from time to time make withdrawals from the REO Account for any REO Property: (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect of the related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for unreimbursed Servicing Advances and Advances made in respect of such REO Property or the related Mortgage Loan. Any income from the related REO Property received during any calendar months prior to a Final Recovery Determination, net of any withdrawals made pursuant to Section 3.23(c) or this Section 3.23(d), shall be withdrawn by the Servicer from each REO Account maintained by it and remitted to the Trustee for deposit into the Distribution Account in accordance with Section 3.10(d)(ii) on the Servicer Remittance Date relating to a Final Recovery Determination with respect to such Mortgage Loan, for distribution on the related Distribution Date in accordance with Section 4.01.
(e) Subject to the time constraints set forth in Section 3.23(a), each REO Disposition shall be carried out by the Servicer at such price and upon such terms and conditions as the Servicer shall deem necessary or advisable, 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 remitted to the Trustee for deposit in the Distribution Account in accordance with Section 3.10(d)(ii) on the Servicer Remittance Date in the month following the receipt thereof for distribution on the related Distribution Date in accordance with Section 4.01. Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration).
(g) The Servicer shall file information returns with respect to the receipt of mortgage interest received in a trade or business, reports of foreclosures and abandonments of any Mortgaged Property and cancellation of indebtedness income with respect to any Mortgaged Property as required by 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 3.25 Obligations of the Servicer in Respect of Prepayment Interest Shortfalls.
The Servicer shall deliver to the Trustee for deposit into the Distribution Account on the Servicer Remittance Date from its own funds (or from a Sub-Servicer’s own funds received by the Servicer in respect of Compensating Interest) an amount equal to the lesser of (a) the amount, if any, by which the Prepayment Interest Shortfall for the related Prepayment Period exceeds the Prepayment Interest Excess for the related Prepayment Period, and (b) the amount of the Servicing Fee payable to the Servicer for such Distribution Date.
SECTION 3.26 Obligations of the Servicer in Respect of Monthly Payments.
In the event that a shortfall in any collection on or liability with respect to any Mortgage Loan results from or is attributable to adjustments to Mortgage 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. If amounts paid by the Servicer with respect to any Mortgage Loan pursuant to this Section 3.25 are subsequently recovered from the related Mortgagor, the Servicer shall be permitted to reimburse itself for such amounts paid by it pursuant to this Section 3.25 from such recoveries.
SECTION 3.27 Advance Facility
(a) Either (i) the Servicer or (ii) the Trustee, on behalf of the Trust Fund, with the consent of and at the direction of the Servicer, is hereby authorized to enter into a facility with any Person which provides that such Person (an “Advancing Financing Person”) may fund Advances and/or Servicing Advances to the Trust Fund under this Agreement, although no such facility shall reduce or otherwise affect the Servicer’s obligation to fund such Advances and/or Servicing Advances. If the Servicer enters into such an Advance Facility pursuant to this Section 3.26, upon reasonable request of the Advancing Financing Person, the Trustee shall execute a letter of acknowledgment, confirming its receipt of notice of the existence of such Advance Facility. If the Trustee enters into such an Advance Facility pursuant to this Section 3.26, the Servicer shall also be a party to such Advance Facility. To the extent that an Advancing Financing Person funds any Advance or any Servicing Advance and provides the Trustee with notice acknowledged by the Servicer that such Advancing Financing Person is entitled to reimbursement, such Advancing Financing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in Section 3.26(b). Such notice from the Advancing Financing Person must specify the amount of the reimbursement, the Section of this Agreement that permits the applicable Advance or Servicing Advance to be reimbursed and the section(s) of the Advance Facility that entitle the Advancing Financing Person to request reimbursement from the Trustee, rather than the Servicer, and include the Servicer’s acknowledgment thereto or proof of an Event of Default under the Advance Facility. The Trustee shall have no duty or liability with respect to any calculation of any reimbursement to be paid to an Advancing Financing Person and shall be entitled to rely without independent investigation on the Advancing Financing Person’s notice provided pursuant to this Section 3.26. An Advancing Financing Person whose obligations hereunder are limited to the funding of Advances and/or Servicing Advances shall not be required to meet the qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be deemed to be a Sub-Servicer under this Agreement.
(b) If an advancing facility is entered into, then the Servicer shall not be permitted to reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead the Servicer shall include such amounts in the applicable remittance to the Trustee made pursuant to Section 3.11(a). The Trustee is hereby authorized to pay to the Advancing Financing Person, reimbursements for Advances and Servicing Advances from the Distribution Account to the same extent the Servicer would have been permitted to reimburse itself for such Advances and/or Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as the case may be, had the Servicer itself funded such Advance or Servicing Advance. The Trustee is hereby authorized to pay directly to the Advancing Financing Person such portion of the Servicing Fee as the parties to any advancing facility agree in writing.
(c) All Advances and Servicing Advances made pursuant to the terms of this Agreement shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO) basis.
(d) Any amendment to this Section 3.26 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.26, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee and the Servicer without the consent of any Certificateholder, notwithstanding anything to the contrary in this Agreement.
ARTICLE IV
FLOW OF FUNDS
SECTION 4.01 Distributions.
(a) (I) On each Distribution Date, the Trustee shall, first, withdraw from the Distribution Account an amount equal to the Credit Risk Manager Fee for such Distribution Date and shall pay such amount to the Credit Risk Manager and, then, withdraw that portion of Available Funds for such Distribution Date consisting of the Group I Interest Remittance Amount for such Distribution Date, and make the following disbursements and transfers in the order of priority described below, in each case to the extent of the Group I Interest Remittance Amount remaining for such Distribution Date:
(i) to the Holders of the Group I Certificates, the Monthly Interest Distributable Amount and the Unpaid Interest Shortfall Amount, if any, for such Class; and
(ii) concurrently, to the Holders of the Group II Certificates, on a pro rata basis based on the entitlement of each such Class, an amount equal to the excess, if any, of (x) the amount required to be distributed pursuant to Section 4.01(a)(II)(i) below for such Distribution Date over (y) the amount actually distributed pursuant to such clause from the Group II Interest Remittance Amount.
(II) On each Distribution Date the Trustee shall withdraw from the Distribution Account that portion of Available Funds for such Distribution Date consisting of the Group II Interest Remittance Amount for such Distribution Date, and make the following disbursements and transfers in the order of priority described below, in each case to the extent of the Group II Interest Remittance Amount remaining for such Distribution Date.
(i) concurrently, to the Holders of the Group II Certificates, on a pro rata basis based on the entitlement of each such Class, the Monthly Interest Distributable Amount and the Unpaid Interest Shortfall Amount, if any, for each such Class; and
(ii) to the Holders of the Group I Certificates, an amount equal to the excess, if any, of (x) the amount required to be distributed pursuant to Section 4.01(a)(I)(i) above for such Distribution Date over (y) the amount actually distributed pursuant to such clause from the Group I Interest Remittance Amount.
(III) On each Distribution Date, distributions to the extent of the sum of the Group I Interest Remittance Amount and the Group II Interest Remittance Amount remaining undistributed for such Distribution Date shall be distributed sequentially, to the Holders of the Class M-1 Certificates, the Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates, the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates, the Class M-9 Certificates and the Class M-10 Certificates, in that order, in an amount equal to the Monthly Interest Distributable Amount for each such Class.
(b) (I) On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, distributions in respect of principal to the extent of the Group I Principal Distribution Amount shall be made in the following amounts and order of priority:
(i) to the Holders of the Group I Certificates, until the Certificate Principal Balance thereof has been reduced to zero; and
(ii) after taking into account the amount distributed to the Holders of the Group II Certificates pursuant to Section 4.01(b)(II)(i) below on such Distribution Date, to the Holders of the Group II Certificates (allocated among the Group II Certificates in the priority described below), until the Certificate Principal Balances thereof have been reduced to zero.
(II) On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, distributions in respect of principal to the extent of the Group II Principal Distribution Amount shall be made in the following amounts and order of priority:
(i) to the Holders of the Group II Certificates (allocated among Group II Certificates in the priority described below), until the Certificate Principal Balances thereof have been reduced to zero; and
(ii) after taking into account the amount distributed to the Holders of the Group I Certificates pursuant to Section 4.01(b)(I)(i) above on such Distribution Date, to the Holders of the Group I Certificates, until the Certificate Principal Balance thereof has been reduced to zero.
(III) On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, distributions in respect of principal to the extent of the sum of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount remaining undistributed for such Distribution Date shall be distributed sequentially, to the Holders of the Class M-1 Certificates, the Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates, the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates, the Class M-9 Certificates and the Class M-10 Certificates, in that order, in each case, until the Certificate Principal Balance thereof has been reduced to zero.
(IV) On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, distributions in respect of principal to the extent of the Group I Principal Distribution Amount shall be made in the following amounts and order of priority:
(i) to the Holders of the Group I Certificates, the Group I Senior Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero; and
(ii) to the Holders of the Group II Certificates (allocated among Group II Certificates in the priority described below), an amount equal to the excess, if any, of (x) the amount required to be distributed pursuant to Section 4.01(c)(V)(i) below for such Distribution Date over (y) the amount actually distributed pursuant to Section 4.01(c)(V)(i) below from the Group II Principal Distribution Amount on such Distribution Date.
(V) On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, distributions in respect of principal to the extent of the Group II Principal Distribution Amount shall be made in the following amounts and order of priority:
(i) to the Holders of the Group II Certificates (allocated among Group II Certificates in the priority described below), the Group II Senior Principal Distribution Amount until the Certificate Principal Balances thereof have been reduced to zero; and
(ii) to the Holders of the Group I Certificates, an amount equal to the excess, if any, of (x) the amount required to be distributed pursuant to Section 4.01(c)(IV)(i) above for such Distribution Date over (y) the amount actually distributed pursuant to Section 4.01(c)(IV)(i) above from the Group I Principal Distribution Amount on such Distribution Date.
(VI) On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, distributions in respect of principal to the extent of the sum of the Group I Principal Distribution Amount and the Group II Principal Distribution Amount remaining undistributed for such Distribution Date shall be made in the following amounts and order of priority:
(i) sequentially, to the Holders of the Class M-1 Certificates, Class M-2 Certificates and Class M-3 Certificates, in that order, the Class M-1/M-2/M-3 Principal Distribution Amount until the Certificate Principal Balances thereof have been reduced to zero;
(ii) to the Holders of the Class M-4 Certificates, the Class M-4 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero;
(iii) to the Holders of the Class M-5 Certificates, the Class M-5 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero;
(iv) to the Holders of the Class M-6 Certificates, the Class M-6 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero;
(v) to the Holders of the Class M-7 Certificates, the Class M-7 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero;
(vi) to the Holders of the Class M-8 Certificates, the Class M-8 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero;
(vii) to the Holders of the Class M-9 Certificates, the Class M-9 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero; and
(viii) to the Holders of the Class M-10 Certificates, the Class M-10 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero.
With respect to the Group II Certificates, all principal distributions will be distributed sequentially, first, to the Holders of the Class II-A-1 Certificates, until the Certificate Principal Balance of the Class II-A-1 Certificates has been reduced to zero; second, to the Holders of the Class II-A-2 Certificates, until the Certificate Principal Balance of the Class II-A-2 Certificates has been reduced to zero; third, to the Holders of the Class II-A-3 Certificates, until the Certificate Principal Balance of the Class II-A-3 Certificates has been reduced to zero and fourth, to the Holders of the Class II-A-4 Certificates, until the Certificate Principal Balance of the Class II-A-4 Certificates has been reduced to zero; provided, however, on any Distribution Date on which the aggregate Certificate Principal Balance of the Mezzanine Certificates and the Class C Certificates have been reduced to zero, all principal distributions will be distributed concurrently, to the holders of the Group II Certificates, on a pro rata basis based on the Certificate Principal Balance of each such class.
(c) On each Distribution Date, the Net Monthly Excess Cashflow shall be distributed as follows:
(i) to the Holders of the Class or Classes of Certificates then entitled to receive distributions in respect of principal, in an amount equal to any Extra Principal Distribution Amount, distributable to such Holders as part of the Group I Principal Distribution Amount and/or the Group II Principal Distribution Amount as described under Section 4.01(b) above;
(ii) sequentially, to the Holders of the Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8 Certificates, Class M-9 Certificates and Class M-10 Certificates in that order, in each case, first, up to the Unpaid Interest Shortfall Amount for each such Class and second, up to the Allocated Realized Loss Amount, for each such Class;
(iii) to the Net WAC Rate Carryover Reserve Account, the aggregate of any Net WAC Rate Carryover Amounts for the Floating Rate Certificates after taking into account amounts, if any, received under the Basis Risk Cap Agreement;
(iv) to the Swap Provider, any Swap Termination Payments resulting from a Swap Provider Trigger Event;
(v) to the Holders of the Class C Certificates, (a) the Monthly Interest Distributable Amount and any Overcollateralization Release Amount for such Distribution Date and (b) on any Distribution Date on which the Certificate Principal Balances of the Class A Certificates and Mezzanine Certificates have been reduced to zero, any remaining amounts in reduction of the Certificate Principal Balance of the Class C Certificates, until the Certificate Principal Balance thereof has been reduced to zero (and for federal and state income tax purposes, such total amounts shall be treated as amounts distributed by REMIC 4 to the Holder of the Class C Interest and by REMIC 5 to the Holder of the Class C Certificates);
(vi) if such Distribution Date follows the Prepayment Period during which occurs the latest date on which a Prepayment Charge may be required to be paid in respect of any Mortgage Loans, to the Holders of the Class P Certificates, in reduction of the Certificate Principal Balance thereof, until the Certificate Principal Balance thereof is reduced to zero (and for federal and state income tax purposes, such total amounts shall be treated as amounts distributed by REMIC 4 to the Holder of the Class P Interest and by REMIC 6 to the Holder of the Class P Certificates); and
(vii) any remaining amounts to the Holders of the Residual Certificates (in respect of the Class R-4 Interest).
(d) On each Distribution Date, after making the distributions of the Available Funds as set forth above, the Trustee shall withdraw from the Net WAC Rate Carryover Reserve Account, to the extent of amounts remaining on deposit therein, the aggregate of any Net WAC Rate Carryover Amounts for such Distribution Date and distribute such amount in the following order of priority:
(i) concurrently, to each Class of Class A Certificates, the related Cap Amount, from payments made under the Basis Risk Cap Agreement, in each case up to a maximum amount equal to the related Net WAC Rate Carryover Amount for such Distribution Date;
(ii) sequentially, to the Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8 Certificates, Class M-9 Certificates and Class M-10 Certificates, in that order, the related Cap Amount, from payments made under the Basis Risk Cap Agreement, in each case up to a maximum amount equal to the related Net WAC Rate Carryover Amount for such Distribution Date;
(iii) concurrently, to each Class of Class A Certificates, the related Net WAC Rate Carryover Amount remaining undistributed pursuant to clause (i) above, on a pro rata basis based on such respective remaining Net WAC Rate Carryover Amounts; and
(iv) sequentially, to the Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8 Certificates, Class M-9 Certificates and Class M-10 Certificates, in that order, the related Net WAC Rate Carryover Amount remaining undistributed pursuant to clause (ii) above.
(e) On each Distribution Date, after making the distributions of the Available Funds, Net Monthly Excess Cashflow and amounts on deposit in the Net WAC Rate Carryover Reserve Account as set forth above, the Trustee shall distribute the amount on deposit in the Swap Account as follows:
(i) to the Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant to the Interest Rate Swap Agreement for such Distribution Date;
(ii) to the Swap Provider, any Swap Termination Payment owed to the Swap Provider not due to a Swap Provider Trigger Event pursuant to the Interest Rate Swap Agreement;
(iii) concurrently, to each Class of Class A Certificates, the related Monthly Interest Distributable Amount and Unpaid Interest Shortfall Amount remaining undistributed, on a pro rata basis based on such respective remaining Monthly Interest Distributable Amount and Unpaid Interest Shortfall Amount;
(iv) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order, the related Monthly Interest Distributable Amount and Unpaid Interest Shortfall Amount, to the extent remaining undistributed;
(v) to the Holders of the Class or Classes of Certificates then entitled to receive distributions in respect of principal, in an amount equal to any Extra Principal Distribution Amount, distributable to such Holders as part of the Group I Principal Distribution Amount and/or the Group II Principal Distribution Amount;
(vi) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 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;
(vii) concurrently, to each Class of Class A Certificates, the related Net WAC Rate Carryover Amount, to the extent remaining undistributed, on a pro rata basis based on such respective Net WAC Rate Carryover Amounts remaining;
(viii) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order, the related Net WAC Rate Carryover Amount, to the extent remaining undistributed; and
(ix) any remaining amounts to the Holders of the Class C Certificates.
(f) On each Distribution Date, after making the distributions of the Available Funds, Net Monthly Excess Cashflow, amounts on deposit in the Net WAC Rate Carryover Reserve Account and amounts on deposit in the Swap Account as set forth above, the Trustee shall distribute the amount on deposit in the Cap Account as follows:
(i) concurrently, to each Class of Class A Certificates, the related Monthly Interest Distributable Amount and Unpaid Interest Shortfall Amount remaining undistributed, on a pro rata basis based on such respective remaining Monthly Interest Distributable Amount and Unpaid Interest Shortfall Amount;
(ii) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order, the related Monthly Interest Distributable Amount and Unpaid Interest Shortfall Amount, to the extent remaining undistributed;
(iii) to the Holders of the Class or Classes of Certificates then entitled to receive distributions in respect of principal, in an amount equal to any Extra Principal Distribution Amount, distributable to such Holders as part of the Group I Principal Distribution Amount and/or the Group II Principal Distribution Amount;
(iv) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order, in each case up to the related Allocated Realized Loss Amount related to such Certificates for such Distribution Date remaining undistributed;
(v) concurrently, to each Class of Class A Certificates, the related Net WAC Rate Carryover Amount, to the extent remaining undistributed, on a pro rata basis based on such respective Net WAC Rate Carryover Amounts remaining;
(vi) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order, the related Net WAC Rate Carryover Amount, to the extent remaining undistributed; and
(vii) any remaining amounts to the Holders of the Class C Certificates.
(g) On each Distribution Date, all amounts representing Prepayment Charges in respect of the Mortgage Loans received during the related Prepayment Period and any Servicer Prepayment Charge Payment Amounts paid by the Servicer during the related Prepayment Period will be withdrawn from the Distribution Account and distributed by the Trustee to the Holders of the Class P Certificates and shall not be available for distribution to the Holders of any other Class of Certificates. The payment of the foregoing amounts to the Holders of the Class P Certificates shall not reduce the Certificate Principal Balances thereof.
(h) The Trustee shall make distributions in respect of a Distribution Date to each Certificateholder of record on the related Record Date (other than as provided in Section 10.01 respecting the final distribution), in the case of Certificateholders of the Regular Certificates, by check or money order mailed to such Certificateholder at the address appearing in the Certificate Register, or by wire transfer. Distributions among Certificateholders shall be made in proportion to the Percentage Interests evidenced by the Certificates held by such Certificateholders.
(i) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, which shall credit the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. All such credits and disbursements with respect to a Book-Entry Certificate are to be made by the Depository and the Depository Participants in accordance with the provisions of the Certificates. None of the Trustee, the Depositor or the Servicer shall have any responsibility therefor except as otherwise provided by applicable law.
On each Distribution Date, following the foregoing distributions, an amount equal to the amount of Subsequent Recoveries deposited into the Collection Account pursuant to Section 3.10 shall be applied to increase the Certificate Principal Balance of the Class of Certificates with the Highest Priority up to the extent of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.08. An amount equal to the amount of any remaining Subsequent Recoveries shall be applied to increase the Certificate Principal Balance of the Class of Certificates with the next Highest Priority, up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.08. Holders of such Certificates will not be entitled to any distribution in respect of interest on the amount of such increases for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Principal Balance of each Certificate of such Class in accordance with its respective Percentage Interest.
(j) It is the intention of all of the parties hereto that the Class C Certificates receive all principal and interest received by the Trust on the Mortgage Loans that is not otherwise distributable to any other Class of Regular Certificates or REMIC Regular Interests and that the Residual Certificates are to receive no principal and interest. If the Trustee determines that the Residual Certificates are entitled to any distributions, the Trustee, prior to any such distribution to any Residual Certificate, shall notify the Depositor of such impending distribution but shall make such distribution in accordance with the terms of this Agreement until this Agreement is amended as specified in the following sentence. Upon such notification, the Depositor will request an amendment to the Pooling and Servicing Agreement to revise such mistake in the distribution provisions. The Residual Certificate Holders, by acceptance of their Certificates, and the Servicer(s), hereby agree to any such amendment and no further consent shall be necessary, notwithstanding anything to the contrary in Section 11.01 of this Pooling and Servicing Agreement; provided, however, that such amendment shall otherwise comply with Section 11.01 hereof.
SECTION 4.02 [Reserved].
SECTION 4.03 Statements.
(a) On each Distribution Date, based, as applicable, on information provided to it by the Servicer, the Trustee shall prepare and make available to each Holder of the Regular Certificates, the NIMS Insurer, the Servicer and the Rating Agencies, a statement as to the distributions made on such Distribution Date:
(i) the amount of the distribution made on such Distribution Date to the Holders of each Class of Regular Certificates, separately identified, allocable to principal and the amount of the distribution made to the Holders of the Class P Certificates allocable to Prepayment Charges and Servicer Prepayment Charge Payment Amounts;
(ii) the amount of the distribution made on such Distribution Date to the Holders of each Class of Regular Certificates (other than the Class P Certificates) allocable to interest, separately identified;
(iii) the Net Monthly Excess Cashflow, the Overcollateralized Amount, the Overcollateralization Release Amount, the Overcollateralization Deficiency Amount and the Overcollateralization Target Amount, the Class M-1 Credit Enhancement Percentage and the Credit Enhancement Percentage as of such Distribution Date and the Excess Overcollateralized Amount for the Mortgage Pool for such Distribution Date;
(iv) the fees and expenses of the Trust Fund accrued and paid on such Distribution Date and to whom such fees and expenses were paid;
(v) the aggregate amount of Advances for the related Due Period (including the general purpose of such Advances);
(vi) the aggregate Principal Balance of the Mortgage Loans and any REO Properties as of the end of the relted Due Period;
(vii) the aggregate Principal Balance of any 2nd lien Mortgage Loans;
(viii) the number, aggregate Stated Principal Balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the Mortgage Loans as of the related Determination Date and the number and aggregate Stated Principal Balance of all Subsequent Mortgage Loans added during the Funding Period;
(ix) the number and aggregate unpaid Stated Principal Balance of Mortgage Loans that were (A) Delinquent (exclusive of Mortgage Loans in bankruptcy or foreclosure and REO Properties) (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more days, (B) as to which foreclosure proceedings have been commenced and Delinquent (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more days, (C) in bankruptcy and Delinquent (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more days, in each case as of the Close of Business on the last day of the calendar month preceding such Distribution Date and (D) REO Properties, as well as the aggregate principal balance of Mortgage Loans that were liquidated and the net proceeds resulting therefrom;
(x) the total number and cumulative Stated Principal Balance of all REO Properties as of the Close of Business of the last day of the calendar month preceding the related Distribution Date;
(xi) the aggregate amount of Principal Prepayments made during the related Prepayment Period, separately indicating Principal Prepayments in full and Principal Prepayments in part;
(xii) the Delinquency Percentage;
(xiii) the aggregate amount of Realized Losses incurred during the related Prepayment Period and the cumulative amount of Realized Losses and the aggregate amount of Subsequent Recoveries received during the related Prepayment Period and the cumulative amount of Subsequent Recoveries received since the Closing Date;
(xiv) the aggregate amount of extraordinary Trust Fund expenses withdrawn from the Collection Account or the Distribution Account for such Distribution Date;
(xv) the Certificate Principal Balance of each Class of Class A Certificates, Mezzanine Certificates and the Class C Certificates, before and after giving effect to the distributions, and allocations of Realized Losses, made on such Distribution Date;
(xvi) the Monthly Interest Distributable Amount in respect of each Class of Class A Certificates, Mezzanine Certificates and the Class C Certificates for such Distribution Date and the Unpaid Interest Shortfall Amount, if any, with respect to each Class of Class A Certificates, Mezzanine Certificates and the Class C Certificates for such Distribution Date;
(xvii) the aggregate amount of any Prepayment Interest Shortfalls for such Distribution Date, to the extent not covered by payments by the Servicer pursuant to Section 3.24;
(xviii) the Net WAC Rate Carryover Amount for each Class of Class A Certificates and Mezzanine Certificates, if any, for such Distribution Date and the amount remaining unpaid after reimbursements therefor on such Distribution Date;
(xix) whether the Stepdown Date or a Trigger Event has occurred and the Realized Loss Percentage for such Distribution Date;
(xx) the total cashflows received and the general sources thereof (including amounts received from the Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement, from the Cap Trustee under the Interest Rate Cap Agreement and under the Basis Risk Cap Agreement);
(xxi) the respective Pass-Through Rates applicable to each Class of Class A Certificates, Mezzanine Certificates and the Class C Certificates for such Distribution Date and the Pass-Through Rate applicable to each Class of Class A Certificates and Mezzanine Certificates for the immediately succeeding Distribution Date;
(xxii) payments, if any, made under the Interest Rate Cap Contract and the amount distributed to each Class of Certificates from payments made under the Interest Rate Cap Contract;
(xxiii) the amount of any Net Swap Payments or Swap Termination Payments;
(xxiv) the applicable Record Dates, Accrual Periods and Determination Dates for calculating distributions for such Distribution Date;
(xxv) the amount on deposit in the Pre-Funding Accounts and the Interest Coverage Accounts; and
(xxvi) for the distribution occurring on the Distribution Date immediately following the end of the Funding Period, the balance on deposit in the Group I Pre-Funding Account and/or the Group II Pre-Funding Account that has not been used to purchase Subsequent Group I Mortgage Loans and/or Subsequent Group II Mortgage Loans, as applicable, and that is being distributed to the related Class A Certificates as a mandatory distribution of principal, if any, on such Distribution Date.
The Trustee will make such statement (and, at its option, any additional files containing the same information in an alternative format) available each month to Certificateholders, the NIMS Insurer, the Credit Risk Manager and the Rating Agencies via the Trustee’s internet website. The Trustee’s internet website shall initially be located at “https://www.tss.db.com/invr”. Assistance in using the website can be obtained by calling the Trustee’s customer service desk at (800) 735-7777. Parties that are unable to use the above distribution option are entitled to have a paper copy mailed to them via first class mail by calling the customer service desk and indicating such. The Trustee shall have the right to change the way such statements are distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Trustee shall provide timely and adequate notification to all above parties regarding any such changes. As a condition to access to the Trustee’s internet website, the Trustee may require registration and the acceptance of a disclaimer. The Trustee will not be liable for the dissemination of information in accordance with this Agreement. The Trustee shall also be entitled to rely on but shall not be responsible for the content or accuracy of any information provided by third parties for purposes of preparing the Distribution Date statement and may affix thereto any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party thereto).
For all purposes of this Agreement, with respect to any Mortgage Loan, delinquencies shall be determined by the Trustee from information provided by the Servicer and reported by the Trustee based on the OTS methodology for determining delinquencies on mortgage loans similar to the Mortgage Loans. By way of example, a Mortgage Loan would be delinquent with respect to a Scheduled Payment due on a Due Date if such Scheduled Payment is not made by the close of business on the Mortgage Loan’s next succeeding Due Date, and a Mortgage Loan would be more than 30-days Delinquent with respect to such Scheduled Payment if such Scheduled Payment were not made by the close of business on the Mortgage Loan’s second succeeding Due Date. The Servicer hereby represents and warrants to the Depositor that it is not subject to any delinquency recognition policy established by its safety and soundness regulators.
In the case of information furnished pursuant to subclauses (i) and (ii) above, the amounts shall be expressed in a separate section of the report as a dollar amount for each Class for each $1,000 original dollar amount as of the Cut-off Date.
(b) Within a reasonable period of time after the end of each calendar year, the Trustee shall, upon written request, furnish to the NIMS Insurer and each Person who at any time during the calendar year was a Certificateholder of a Regular Certificate, if requested in writing by such Person, such information as is reasonably necessary to provide to such Person a statement containing the information set forth in subclauses (i) and (ii) above, aggregated for such calendar year or applicable portion thereof during which such Person was a Certificateholder. Such obligation of the Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared and furnished by the Trustee to Certificateholders pursuant to any requirements of the Code as are in force from time to time.
(c) On each Distribution Date, the Trustee shall make available to the NIMS Insurer and the Residual Certificateholders a copy of the reports forwarded to the Regular Certificateholders in respect of such Distribution Date with such other information as the Trustee deems necessary or appropriate.
(d) Within a reasonable period of time after the end of each calendar year, the Trustee shall deliver to the NIMS Insurer, upon request, and each Person who at any time during the calendar year was a Residual Certificateholder, if requested in writing by such Person, such information as is reasonably necessary to provide to such Person a statement containing the information provided pursuant to the previous paragraph aggregated for such calendar year or applicable portion thereof during which such Person was a Residual Certificateholder. Such obligation of the Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared and furnished to Certificateholders by the Trustee pursuant to any requirements of the Code as from time to time in force.
SECTION 4.04 Remittance Reports; Advances.
(a) On the third Business Day following each Determination Date, the Servicer shall deliver to the Trustee and the Trustee shall make available to the NIMS Insurer, by telecopy or electronic mail (or by such other means as the Servicer and the Trustee may agree from time to time) a Remittance Report with respect to the related Distribution Date, which Remittance Reports the Trustee shall use in preparing the statement pursuant to Section 4.03. The Servicer shall deliver or cause to be delivered to the Trustee in addition to the information provided on the Remittance Report, such other information reasonably available to it with respect to the Mortgage Loans as the Trustee may reasonably require to perform the calculations necessary to (i) make the distributions contemplated by Section 4.01, (ii) to prepare the statements to Certificateholders contemplated by Section 4.03 and (iii) to prepare the Form 10-D contemplated by Section 4.07. The Trustee shall not be responsible to recompute, recalculate or verify any information provided to it by the Servicer.
(b) The amount of Advances to be made by the Servicer for any Distribution Date shall equal, subject to Section 4.04(d), the sum of (i) the aggregate amount of Monthly Payments (net of the related Servicing Fee), due during the related Due Period in respect of the Mortgage Loans, which Monthly Payments were delinquent on a contractual basis as of the Close of Business on the related Determination Date and (ii) with respect to each REO Property, which REO Property was acquired during or prior to the related Due Period and as to which REO Property an REO Disposition did not occur during the related Due Period, an amount equal to the excess, if any, of the REO Imputed Interest on such REO Property for the most recently ended calendar month, over the net income from such REO Property transferred to the Distribution Account pursuant to Section 3.23 for distribution on such Distribution Date. For purposes of the preceding sentence, the Monthly Payment on each Balloon Mortgage Loan with a delinquent Balloon Payment is equal to the assumed monthly payment that would have been due on the related Due Date based on the original principal amortization schedule for such Balloon Mortgage Loan.
On or before the Servicer Remittance Date, the Servicer shall remit in immediately available funds to the Trustee for deposit in the Distribution Account an amount equal to the aggregate amount of Advances, if any, to be made in respect of the Mortgage Loans and REO Properties for the related Distribution Date either (i) from its own funds or (ii) from the Collection Account, to the extent of funds held therein for future distribution (in which case it will cause to be made an appropriate entry in the records of Collection Account that amounts held for future distribution have been, as permitted by this Section 4.04, used by the Servicer in discharge of any such Advance) or (iii) in the form of any combination of (i) and (ii) aggregating the total amount of Advances to be made by the Servicer with respect to the Mortgage Loans and REO Properties. Any amounts held for future distribution used by the Servicer to make an Advance as permitted in the preceding sentence or withdrawn by the Servicer as permitted in Section 3.11(a)(ii) in reimbursement for Advances previously made shall be appropriately reflected in the Servicer’s records and replaced by the Servicer by deposit in the Collection Account on or before any future Servicer Remittance Date to the extent that the Available Funds for the related Distribution Date (determined without regard to Advances to be made on the Servicer Remittance Date) shall be less than the total amount that would be distributed to the Classes of Certificateholders pursuant to Section 4.01 on such Distribution Date if such amounts held for future distributions had not been so used to make Advances. The Trustee will provide notice to the NIMS Insurer and the Servicer by telecopy by the Close of Business on any Servicer Remittance Date in the event that the amount remitted by the Servicer to the Trustee on such date is less than the Advances required to be made by the Servicer for the related Distribution Date, as set forth in the related Remittance Report.
(c) The obligation of the Servicer to make such Advances is mandatory, notwithstanding any other provision of this Agreement but subject to (d) below, and, with respect to any Mortgage Loan, shall continue until the Mortgage Loan is paid in full or until all Liquidation Proceeds thereon have been recovered, or a Final Recovery Determination has been made thereon.
(d) Notwithstanding anything herein to the contrary, no Advance or Servicing Advance shall be required to be made hereunder by the Servicer if such Advance or Servicing Advance would, if made, constitute a Nonrecoverable Advance. The determination by the Servicer that it has made a Nonrecoverable Advance or that any proposed Advance or Servicing Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced by an Officers’ Certificate of the Servicer delivered to the NIMS Insurer, the Depositor and the Trustee.
SECTION 4.05 Swap Account.
(a) On the Closing Date, there is hereby established a separate trust (the “Supplemental Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap Agreement. The Supplemental Interest Trust shall be maintained by the Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No later than the Closing Date, the Supplemental Interest Trust Trustee shall establish and maintain a separate, segregated non-interest bearing trust account to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust Company, as Supplemental Interest Trust Trustee, in trust for the registered Certificateholders of Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3.” Such account shall be an Eligible Account and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including, without limitation, other moneys of the Trustee held pursuant to this Agreement. Amounts therein shall be held uninvested.
(b) On each Distribution Date, prior to any distribution to any Certificate, the Supplemental Interest Trust Trustee shall deposit into the Swap Account: (i) the amount of any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) owed to the Swap Provider (after taking into account any upfront payment received from the counterparty to a replacement interest rate swap agreement) from funds collected and received with respect to the Mortgage Loans prior to the determination of Available Funds and (ii) amounts received by the Supplemental Interest Trust Trustee from the Swap Provider, for distribution in accordance with Section 4.01(e) hereof. For federal income tax purposes, any amounts paid to the Swap Provider on each Distribution Date shall first be deemed paid to the Swap Provider in respect of REMIC 7 Regular Interest SWAP IO to the extent of the amount distributable on REMIC 7 Regular Interest SWAP IO on such Distribution Date, and any remaining amount shall be deemed paid to the Swap Provider in respect of a Class IO Distribution Amount (as defined below).
(c) It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Supplemental Interest Trust for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Supplemental Interest Trust be treated as a partnership. The Supplemental Interest Trust will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h)..
(d) To the extent that the Supplemental Interest Trust is determined to be a separate legal entity from the Supplemental Interest Trust Trustee, any obligation of the Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement shall be deemed to be an obligation of the Supplemental Interest Trust.
(e) The Trustee shall treat the Holders of Certificates (other than the Class P, Class C, Class R and Class R-X Certificates) as having entered into a notional principal contract with respect to the Holders of the Class C Certificates. Pursuant to each such notional principal contract, all Holders of Certificates (other than the Class P, Class C, Class R and Class R-X Certificates) shall be treated as having agreed to pay, on each Distribution Date, to the Holder of the Class C Certificates an aggregate amount equal to the excess, if any, of (i) the amount payable on such Distribution Date on the REMIC 4 Regular Interest corresponding to such Class of Certificates over (ii) the amount payable on such Class of Certificates on such Distribution Date (such excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount payable from interest collections shall be allocated pro rata among such Certificates based on the excess of (a) the amount of interest otherwise payable to such Certificates over (ii) the amount of interest payable to such Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount payable from principal collections shall be allocated to the most subordinate Class of Certificates with an outstanding principal balance to the extent of such balance. In addition, pursuant to such notional principal contract, the Holder of the Class C Certificates shall be treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates (other than the Class CE, Class P and Class R 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 CE, Class P, Class R and Class R-X Certificates) of a Class IO Distribution Amount shall be treated for tax purposes as having been received by the Holders of such Certificates in respect of their interests in REMIC 4 and as having been paid by such Holders to the Supplemental Interest Trust Trustee pursuant to the notional principal contract. Thus, each Certificate (other than the Class P, Class R and Class R-X Certificates) shall be treated as representing not only ownership of Regular Interests in REMIC 4, but also ownership of an interest in, and obligations with respect to, a notional principal contract.
(f) For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Supplemental Interest Trust may have more than a de minimis value. The value of such amount, if any, may be obtained from the Trustee upon request, provided that the Trustee has received such information from the Underwriters.
SECTION 4.06 Tax Treatment of Swap Payments and Swap Termination Payments.
For federal income tax purposes, each holder of a Class A and Mezzanine Certificate is deemed to own an undivided beneficial ownership interest in a REMIC regular interest and the right to receive payments from either the Net WAC Rate Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate Carryover Amount or the obligation to make payments to the Swap Account. For federal income tax purposes, the Trustee will account for payments to each Class A and Mezzanine Certificates as follows: each Class A and Mezzanine Certificate will be treated as receiving their entire payment from REMIC 4 (regardless of any Swap Termination Payment or obligation under the Interest Rate Swap Agreement) and subsequently paying their portion of any Swap Termination Payment in respect of each such Class’ obligation under the Interest Rate Swap Agreement. In the event that any such Class is resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any shortfall in Swap Provider Fee), will be made by one or more of the REMIC Regular Interests issued by the resecuritization REMIC subsequent to such REMIC Regular Interest receiving its full payment from any such Class A or Mezzanine Certificate.
The REMIC regular interest corresponding to a Class A or Mezzanine Certificate will be entitled to receive interest and principal payments at the times and in the amounts equal to those made on the certificate to which it corresponds, except that (i) the maximum interest rate of that REMIC regular interest will equal the Net WAC Rate computed for this purpose by limiting the Base Calculation Amount of the Interest Rate Swap Agreement to the aggregate Stated Principal Balance of the Mortgage Loans and (ii) any Swap Termination Payment will be treated as being payable solely from Net Monthly Excess Cashflow. As a result of the foregoing, the amount of distributions and taxable income on the REMIC regular interest corresponding to a Class A or Mezzanine Certificate may exceed the actual amount of distributions on such Certificate
SECTION 4.07 Commission Reporting.
(a) The Trustee, the Servicer and the Credit Risk Manager shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Exchange Act.
(b) (i) Within 12 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (“EDGAR”), a Distribution Report on Form 10-D, signed by the Depositor, with a copy of (x) the monthly statement to be furnished by the Trustee to the Certificateholders for such Distribution Date and (y) the reports prepared by the Credit Risk Manager pursuant to Section 6.09. Any disclosure in addition to the monthly statement required to be included on the Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and prepared by the entity that is indicated in Exhibit T as the responsible party for providing that information, if other than the Trustee, and the Trustee will have no duty or liability to verify the accuracy or sufficiency of any such Additional Form 10-D Disclosure and the Trustee shall have no liability with respect to any failure to properly prepare or file such Form 10-D resulting from or relating to the Trustee’s inability or failure to obtain any information in a timely manner from the party responsible for delivery of such Additional Form 10-D Disclosure.
Within 3 calendar days after the related Distribution Date, each entity that is indicated in Exhibit T as the responsible party for providing Additional Form 10-D Disclosure shall be required to provide to the Trustee and the Depositor, to the extent known, clearly identifying which item of Form 10-D the information relates to, any Additional Form 10-D Disclosure, if applicable. Any information to be filed on Form 10-D shall be delivered to the Trustee in EDGAR compatible format via electronic mail to DBSEC.notifications@db.com. The Trustee shall compile the information provided to it, prepare the Form 10-D and forward the Form 10-D to the Depositor for verification. The Depositor will approve, as to form and substance, or disapprove, as the case may be, the Form 10-D. No later than three Business Days prior to the 10th calendar day after the related Distribution Date, an officer of the Depositor shall sign the Form 10-D and return via electronic mail to DBSEC.notifications@db.com or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Trustee. The Trustee shall have no liability with respect to any failure to properly file any Form 10-D resulting from or relating to the Depositor’s failure to timely comply with the provisions of this section.
(ii) Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), the Depositor shall prepare and file any Form 8-K, as required by the Exchange Act, in addition to the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by the entity that is indicated in Exhibit T as the responsible party for providing that information.
For so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the second Business Day after the occurrence of a Reportable Event, the entity that is indicated in Exhibit T as the responsible party for providing Form 8-K Disclosure Information shall be required to provide to the Depositor, to the extent known, the form and substance of any Form 8-K Disclosure Information, if applicable. The Depositor shall compile the information provided to it, and prepare and file the Form 8-K, which shall be signed by an officer of the Depositor.
(iii) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. On or before (x) March 1, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, on or before March 10 of each year thereafter, the Servicer shall provide the Trustee with an Annual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Servicer pursuant to Sections 3.20 and 3.21 (including with respect to any Sub-Servicer or any subcontractor, if required to be filed). Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff’s interpretations and conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Servicer pursuant to Sections 3.20 and 3.21 (including with respect to any Sub-Servicer or subcontractor, if required to be filed) and Section 3.21 with respect to the Trustee and the Credit Risk Manager, and the Form 10-K certification in the form attached hereto as Exhibit N-1 (the “Certification”) signed by the senior officer of the Depositor in charge of securitization and returned to the Trustee 3 Business Days prior to the Form 10-K filing deadline. The Trustee shall receive the items described in the preceding sentence no later than March 1 of each calendar year prior to the filing deadline for the Form 10-K.
Any disclosure or information in addition to that described in the preceding paragraph that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined and prepared by the entity that is indicated in Exhibit T as the responsible party for providing that information, if other than the Trustee, and the Trustee will have no duty or liability to verify the accuracy or sufficiency of any such Additional Form 10-K Disclosure.
If information, data and exhibits to be included in the Form 10-K are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee’s inability or failure to timely obtain any information from any other party.
Prior to (x) March 1, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 1 of each year thereafter, each entity that is indicated in Exhibit T as the responsible party for providing Additional Form 10-K Disclosure shall be required to provide to the Trustee and the Depositor, to the extent known, the form and substance of any Additional Form 10-K Disclosure Information, if applicable. The Trustee shall compile the information provided to it, prepare the Form 10-K and forward the Form 10-K to the Depositor for verification. The Depositor will approve, as to form and substance, or disapprove, as the case may be, the Form 10-K by no later than March 25 of the relevant year (or the immediately preceding Business Day if March 25 is not a Business Day), an officer of the Depositor shall sign the Form 10-K and return an electronic copy to DBSec.notifications@db.com of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Trustee.
The Servicer shall be responsible for determining the pool concentration applicable to any Sub-Servicer (contemplated by Item 1108(a)(3)) to which the Servicer delegated any of its responsibilities with respect to the Mortgage Loans at any time, for purposes of disclosure as required by Items 1117 and 1119 of Regulation AB. The Trustee will provide electronic or paper copies of all Form 10-D, 8-K and 10-K filings free of charge to any Certificateholder upon request. The Trustee shall have no liability with respect to any failure to properly file any Form 10-K resulting from or relating to the Depositor’s failure to timely comply with the provisions of this section.
The Trustee shall sign a certification (in the form attached hereto as Exhibit N-2) for the benefit of the Depositor and its officers, directors and Affiliates in respect of items 1 through 3 of the Certification (provided, however, that the Trustee shall not undertake an analysis of the Attestation Report attached as an exhibit to the Form 10-K), and the Servicer shall sign a certification (the “Servicer Certification) solely with respect to the Servicer (in the form attached hereto as Exhibit N-3) for the benefit of the Depositor, the Trustee and each Person, if any, who “controls” the Depositor or the Trustee within the meaning of the Securities Act of 1933, as amended, and their respective officers and directors. Each such certification shall be delivered to the Depositor and the Trustee by March 10th of each year (or if not a Business Day, the immediately preceding Business Day). The Certification attached hereto as Exhibit N-1 shall be delivered to the Trustee by March 20th for filing on or prior to March 30th of each year (or if not a Business Day, the immediately preceding Business Day).
(c) (A) The Trustee shall indemnify and hold harmless the Depositor, the Servicer and their respective 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 (i) a breach of the Trustee’s obligations under this Section 4.07 caused by the Trustee’s negligence, bad faith or willful misconduct in connection therewith or (ii) any material misstatement or omission in the Assessment of Compliance delivered by the Trustee pursuant to Section 3.21, and (B) the Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon (i) the failure of the Servicer to timely deliver the Servicer Certification or (ii) any material misstatement or omission in the Statement as to Compliance delivered by the Servicer pursuant to Section 3.20, the Assessment of Compliance delivered by the Servicer pursuant to Section 3.21 or the Servicer Certification. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then (i) the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee on the other in connection with a breach of the Trustee’s obligations under this Section 4.07 caused by the Trustee’s negligence, bad faith or willful misconduct in connection therewith and (ii) the Servicer agrees that it shall contribute to the amount paid or payable by the Depositor and the Trustee as a result of the losses, claims, damages or liabilities of the Depositor and the Trustee in such proportion as is appropriate to reflect the relative fault of the Depositor and the Trustee on the one hand and the Servicer on the other in connection with the Servicer Certification and the related obligations of the Servicer under this Section 4.07.
(d) The Depositor shall indemnify and hold harmless the Trustee and the Servicer and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forefeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of obligations of the Depositor under this Section 4.07 or the Depositor’s negligence, bad faith or willful misconduct in connection therewith.
(e) The Trustee will have no duty to verify the accuracy or sufficiency of any information not prepared by the Trustee which is to be included in any Form 10-D, Form 10-K or Form 8-K. The Trustee shall have no liability with respect to any failure to property prepare or file any Form 10-D or Form 10-K resulting form or directly related to any failure of any other party to this Agreement to comply with the terms of this Agreement. Nothing herein shall be construed to require the Trustee or any officer, director or Affiliate thereof to sign any Form 10-D, Form 10-K or Form 8-K.
Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information.
SECTION 4.08Net WAC Rate Carryover Reserve Account.
No later than the Closing Date, the Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Net WAC Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust for registered Holders of Fremont Mortgage Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the the Floating Rate Certificates in the manner set forth in Section 4.01(d).
On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Floating Rate Certificates, the Trustee has been directed by the Class C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(c)(v), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trustee under the Basis Risk Cap Agreement on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Floating Rate Certificates, and will distribute such amounts to the Holders of the Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(d).
On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trustee under the Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover Amounts on the Floating Rate Certificates for such Distribution Date, shall be payable to the Trustee as additional compensation. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Basis Risk Cap Agreement to the Trustee who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such amount to the counterparty thereunder.
It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Net WAC Rate Carryover Reserve Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be treated as a partnership. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Basis Risk Cap Agreement) shall be treated as amounts distributed by REMIC 4 to the Holder of the Class C Interest and by REMIC 5 to the Holder of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to the Holders of the Class C Certificates or their designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1).
By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested.
For federal tax return and information reporting, the right of the Holders of the Floating Rate Certificates to receive payments from the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have more than a de minimis value. The value of such amount, if any, may be obtained from the Trustee upon request, provided that the Trustee has received such information from the Underwriters.
SECTION 4.09 Distributions on the REMIC Regular Interests.
(a) On each Distribution Date, the Trustee shall cause in the following order of priority, the following amounts which shall be deemed to be distributed by REMIC 1 to REMIC 2 on account of the REMIC 1 Regular Interests or withdrawn from the Distribution Account and distributed to the holders of the Class R Certificates (in respect of the Class R-1 Interest), as the case may be:
With respect to the Group I Mortgage Loans:
(1)(i) to the Holders of REMIC 1 Regular Interest LT1, REMIC 1 Regular Interest LT1PF and REMIC 1 Regular Interest LTP in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC 1 Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates; and
(ii) to the Holders of REMIC 1 Regular Interest LTP, on the Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter until $100 has been distributed pursuant to this clause;
(2) to the Holders of REMIC 1 Regular Interest LT1 and REMIC 1 Regular Interest LT1PF, in an amount equal to the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (1) above, allocated as follows:
(a) first, to the Holders of REMIC 1 Regular Interest LT1, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LT1 is reduced to zero; then, to the Holders of REMIC 1 Regular Interest LT1PF, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LT1PF is reduced to zero; provided however, with respect to the first four Distribution Dates, principal payments on the Initial Group I Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT1 until the Uncertificated Principal Balance of each such REMIC 1 Regular Interest has been reduced to zero, and all principal payments on the Subsequent Group I Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT1PF until the Uncertificated Principal Balance thereof has been reduced to zero; and
(b) any remaining amount to the Holders of the Class R Certificates (in respect of the Class R-1 Interest).
With respect to the Group II Mortgage Loans:
(1) to the Holders of REMIC 1 Regular Interest LT2 and REMIC 1 Regular Interest LT2PF in an amount equal to (A) the Uncertificated Accrued Interest for each such REMIC 1 Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates;
(2) to the Holders of REMIC 1 Regular Interest LT2 and REMIC 1 Regular Interest LT2PF, in an amount equal to the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (1) above, allocated as follows:
(a) first, to the Holders of REMIC 1 Regular Interest LT2, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LT2 is reduced to zero; then, to the Holders of REMIC 1 Regular Interest LT2PF, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LT2PF is reduced to zero; provided however, with respect to the first four Distribution Dates, principal payments on the Initial Group II Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT2 until the Uncertificated Principal Balance of each such REMIC 1 Regular Interest has been reduced to zero, and all principal payments on the Subsequent Group II Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT2PF until the Uncertificated Principal Balance thereof has been reduced to zero; and
(b) any remaining amount to the Holders of the Class R Certificates (in respect of the Class R-1 Interest).
On each Distribution Date, all amounts representing Prepayment Charges in respect of the Mortgage Loans received during the related Prepayment Period will be distributed by REMIC 1 to the Holders of REMIC 1 Regular Interest LTP. The payment of the foregoing amounts to the Holders of REMIC 1 Regular Interest LTP shall not reduce the Uncertificated Principal Balance thereof.
(b) On each Distribution Date, the Trustee shall cause in the following order of priority, the following amounts which shall be deemed to be distributed by REMIC 2 to REMIC 3 on account of the REMIC 2 Regular Interests or withdrawn from the Distribution Account and distributed to the holders of the Class R Certificates (in respect of the Class R-2 Interest), as the case may be:
(1) to Holders of each of REMIC 2 Regular Interest I and REMIC 2 Regular Interest I-1-A through I-51-B, pro rata, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC 2 Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates;
(2) to the extent of amounts remaining after the distributions made pursuant to clause (A) above, payments of principal shall be allocated as follows: first, to REMIC 2 Regular interests I-1-A through I-51-B starting with the lowest numerical denomination until the Uncertificated Principal Balance of each such REMIC 2 Regular Interest is reduced to zero, provided that, for REMIC 2 Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC 2 Regular Interests, and second, to the extent of the Overcollateralization Release Amounts, to REMIC 2 Regular Interest I-51B until the Uncertificated Principal Balance of such REMIC 2 Regular Interest is reduced to zero; and
(3) to the Holders of REMIC 2 Regular Interest P, (A) on each Distribution Date, 100% of the amount paid in respect of Prepayment Charges and (B) on the Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter until $100 has been distributed pursuant to this clause.
(c) On each Distribution Date, the Trustee shall cause in the following order of priority, the following amounts which shall be deemed to be distributed by REMIC 3 to REMIC 4 on account of the REMIC 3 Regular Interests or withdrawn from the Distribution Account and distributed to the holders of the Class R Certificates (in respect of the Class R-3 Interest), as the case may be:
(i) to the Holders of REMIC 3 Regular Interest LTIO, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC 3 Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates;
(ii) to the extent of Available Funds, to Holders of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTIA1, REMIC 3 Regular Interest LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular Interest LTIIA3, REMIC 3 Regular Interest LTIIA4, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC 3 Regular Interest LTM10, REMIC 3 Regular Interest LTZZ and REMIC 3 Regular Interest LTP, on a pro rata basis, in an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC 3 Regular Interest LTZZ shall be reduced and deferred when the REMIC 3 Overcollateralization Amount is less than the REMIC 3 Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount and such amount will be payable to the Holders of REMIC 3 Regular Interest LTIA1, REMIC 3 Regular Interest LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular Interest LTIIA3, REMIC 3 Regular Interest LTIIA4, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9 and REMIC 3 Regular Interest LTM10 in the same proportion as the Overcollateralization Deficiency Amount is allocated to the Corresponding Certificates and the Uncertificated Principal Balance of the REMIC 3 Regular Interest LTZZ shall be increased by such amount; and
(iii) to the Holders of REMIC 3 Regular Interests, in an amount equal to the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows:
(a) 98.00% of such remainder to the Holders of REMIC 3 Regular Interest LTAA and REMIC 3 Regular Interest LTP, until the Uncertificated Principal Balance of such Uncertificated REMIC 3 Regular Interest is reduced to zero; provided, however, that REMIC 3 Regular Interest LTP shall not be reduced until the Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter, at which point such amount shall be distributed to REMIC 3 Regular Interest LTP, until $100 has been distributed pursuant to this clause;
(b) 2.00% of such remainder first, to the Holders of REMIC 3 Regular Interest LTIA1, REMIC 3 Regular Interest LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular Interest LTIIA3, REMIC 3 Regular Interest LTIIA4, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9 and REMIC 3 Regular Interest LTM10, of and in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal Balances of such REMIC 3 Regular Interests are reduced to zero, and second, to the Holders of REMIC 3 Regular Interest LTZZ, until the Uncertificated Principal Balance of such REMIC 3 Regular Interest is reduced to zero; and
(c) any remaining amount to the Holders of the Class R Certificates (in respect of the Class R-3 Interest); provided, however, that (i) 98.00% and (ii) 2.00% of any principal payments that are attributable to an Overcollateralization Release Amount shall be allocated to Holders of (i) REMIC 3 Regular Interest LTAA and REMIC 3 Regular Interest LTP, in that order and (ii) REMIC 3 Regular Interest LTZZ, respectively; provided that REMIC 3 Regular Interest LTP shall not be reduced until the Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter, at which point such amount shall be distributed to REMIC 3 Regular Interest LTP, until $100 has been distributed pursuant to this clause.
SECTION 4.10 Allocation of Realized Losses.
(a) All Realized Losses on the Mortgage Loans allocated to any Regular Certificate shall be allocated by the Trustee on each Distribution Date as follows: first, to Net Monthly Excess Cashflow; second, to Net Swap Payments received under the Interest Rate Swap Agreement; third, to amounts received under the Interest Rate Cap Agreement; fourth, to the Class C Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-10 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-9 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-8 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-7 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; tenth, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eleventh, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; twelfth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; thirteenth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero and fourteenth, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero. All Realized Losses to be allocated to the Certificate Principal Balances of all Classes on any Distribution Date shall be so allocated after the actual distributions to be made on such date as provided above. All references above to the Certificate Principal Balance of any Class of Certificates shall be to the Certificate Principal Balance of such Class immediately prior to the relevant Distribution Date, before reduction thereof by any Realized Losses, in each case to be allocated to such Class of Certificates, on such Distribution Date.
Any allocation of Realized Losses to a Mezzanine Certificate on any Distribution Date shall be made by reducing the Certificate Principal Balance thereof by the amount so allocated; any allocation of Realized Losses to a Class C Certificates shall be made first by reducing the amount otherwise payable in respect thereof pursuant to Section 4.01(d)(iv). No allocations of any Realized Losses shall be made to the Certificate Principal Balances of the Class A Certificates or the Class P Certificates.
(b) All Realized Losses on the Group I Mortgage Loans shall be allocated by the Trustee on each Distribution Date to the REMIC 1 Regular Interest LT1 and REMIC 1 Regular Interest LT1PF until the Uncertificated Principal Balance of each such REMIC 1 Regular Interest has been reduced to zero; provided however, with respect to the first four Distribution Dates, all Realized Losses on the Initial Group I Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT1 until the Uncertificated Principal Balance of each such REMIC 1 Regular Interest has been reduced to zero, and all Realized Losses on the Subsequent Group I Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT1PF until the Uncertificated Principal Balance thereof has been reduced to zero. All Realized Losses on the Group II Mortgage Loans shall be allocated by the Trustee on each Distribution Date to the REMIC 1 Regular Interest LT2 and REMIC 1 Regular Interest LT2PF until the Uncertificated Principal Balance of each such REMIC 1 Regular Interest has been reduced to zero; provided however, with respect to the first four Distribution Dates, all Realized Losses on the Initial Group II Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT2 until the Uncertificated Principal Balance of each such REMIC 1 Regular Interest has been reduced to zero, and all Realized Losses on the Subsequent Group II Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT2PF until the Uncertificated Principal Balance thereof has been reduced to zero.
(c) With respect to the REMIC 2 Regular Interests, all Realized Losses on the Mortgage Loans shall be allocated shall be allocated by the Securities Administrator on each Distribution Date, first to REMIC 2 Regular Interest I until the Uncertificated Principal Balance has been reduced to zero, and second, to REMIC 2 Regular Interest I-1-A through REMIC 2 Regular Interest I-51-B, starting with the lowest numerical denomination until such REMIC 2 Regular Interest has been reduced to zero, provided that, for REMIC 2 Regular Interests with the same numerical denomination, such Realized Losses shall be allocated pro rata between such REMIC 2 Regular Interests.
(d) With respect to the REMIC 3 Regular Interests, all Realized Losses on the Mortgage Loans shall be deemed to have been allocated in the specified percentages, as follows: first, to Uncertificated Accrued Interest payable to the REMIC 3 Regular Interest LTAA and REMIC 3 Regular Interest LTZZ up to an aggregate amount equal to the REMIC 3 Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the Uncertificated Principal Balances of REMIC 3 Regular Interest LTAA and REMIC 3 Regular Interest LTZZ up to an aggregate amount equal to the REMIC 3 Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated Principal Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTM10 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 3 Regular Interest LTM10 has been reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTM9 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 3 Regular Interest LTM9 has been reduced to zero; fifth, to the Uncertificated Principal Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTM8 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 3 Regular Interest LTM8 has been reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTM7 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 3 Regular Interest LTM7 has been reduced to zero; seventh, to the Uncertificated Principal Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTM6 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 3 Regular Interest LTM6 has been reduced to zero; eigth, to the Uncertificated Principal Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTM5 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 3 Regular Interest LTM5 has been reduced to zero; ninth, to the Uncertificated Principal Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTM4 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 3 Regular Interest LTM4 has been reduced to zero; tenth, to the Uncertificated Principal Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTM3 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 3 Regular Interest LTM3 has been reduced to zero; eleventh, to the Uncertificated Principal Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTM2 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 3 Regular Interest LTM2 has been reduced to zero; twelfth, to the Uncertificated Principal Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTM1 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 3 Regular Interest LTM1 has been reduced to zero.
SECTION 4.11Pre-Funding Accounts.
(a) No later than the Closing Date, the Trustee shall establish and maintain two segregated trust accounts that are each Eligible Accounts, which shall be titled “Group I Pre-Funding Account, Deutsche Bank National Trust Company, as trustee for the registered holders of Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3” (the “Group I Pre-Funding Account”) and “Group II Pre-Funding Account, Deutsche Bank National Trust Company, as trustee for the registered holders of Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3” (the “Group II Pre-Funding Account”). The Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding Account and retain therein the Original Group I Pre-Funded Amount and the Original Group II Pre-Funded Amount, as applicable, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein.
(b) The Trustee will invest funds deposited in the Pre-Funding Accounts as directed by the Depositor in Permitted Investments with a maturity date (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 or an Affiliate manages or advises such investment, (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee or an Affiliate manages or advises such investment or (iii) within one Business Day of the Trustee’s receipt thereof. For federal income tax purposes, the Depositor shall be the owner of the Pre-Funding Accounts and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Accounts shall be transferred to the Depositor. The Depositor shall deposit in the Pre-Funding Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss without any right of reimbursement therefor. At no time will the Pre-Funding Accounts be assets of any REMIC created hereunder.
(c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as follows:
(i) On any Subsequent Transfer Date, the Trustee shall withdraw from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as applicable, an amount equal to 100% of the Stated Principal Balances of the Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable, transferred and assigned to the Trustee for deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.08 with respect to such transfer and assignment;
(ii) If the amount on deposit in the Pre-Funding Accounts (exclusive of any investment income therein) has not been reduced to zero during the Funding Period, on the day immediately following the termination of the Funding Period, the Trustee shall deposit into the Distribution Account any amounts remaining in the Pre-Funding Accounts (exclusive of any investment income therein) for distribution in accordance with the terms hereof;
(iii) Pay to the Depositor any income and gain realized from the investment of funds in the Pre-Funding Accounts;
(iv) To withdraw any amount not required to be deposited in the Pre-Funding Accounts or deposited therein in error; and
(v) To clear and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the Distribution Date immediately following the end of the Funding Period and (B) the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Seller.
Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of cash to REMIC 1 on the date of withdrawal.
SECTION 4.12 Interest Coverage Accounts.
(a) If amounts are required to be deposited in the Interest Coverage Accounts, no later than the Closing Date, the Trustee shall establish and maintain a segregated non-interest bearing trust account that is an Eligible Account, which shall be titled (i) “Group I Interest Coverage Account, Deutsche Bank National Trust Company, as trustee for the registered holders of Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3” (the “Group I Interest Coverage Account”) and (ii) “Group II Interest Coverage Account, Deutsche Bank National Trust Company, as trustee for the registered holders of Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3” (the “Group II Interest Coverage Account”). The Trustee shall, promptly upon receipt, deposit in each Interest Coverage Account and retain therein the related Interest Coverage Amount, remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in the Interest Coverage Accounts shall be held in trust by the Trustee for the Certificateholders for the uses and purposes set forth herein.
(b) The Trustee shall invest funds deposited in the Interest Coverage Accounts in Permitted Investments of the kind described in clauses (i), (v) or (vi) of the definition of Permitted Investments, as specified in a written direction from the Depositor, with a maturity date no later than the second Business Day preceding each Distribution Date. For federal income tax purposes, the holder of the largest Percentage Interest of the Residual Certificates shall be the owner of the Interest Coverage Accounts and shall report all items of income, deduction, gain or loss arising therefrom. At no time shall either Interest Coverage Account be an asset of any Trust REMIC. All income and gain realized from investment of funds deposited in the Interest Coverage Accounts shall be for the sole and exclusive benefit of the Depositor and shall be remitted by the Trustee to the Depositor on the first Business Day following each Distribution Date. The Depositor shall deposit in the Interest Coverage Accounts the amount of any net loss incurred in respect of any such Permitted Investment immediately upon realization of such loss.
(c) On each Distribution Date during the Funding Period and on the last day of the Funding Period, the Trustee shall withdraw from the related Interest Coverage Account and deposit in the Distribution Account an amount equal to 30 days’ interest on the excess, if any, of the related Original Pre-Funded Amount, over the aggregate Stated Principal Balance of related Subsequent Mortgage Loans that both (i) had a Due Date during the Due Period relating to such Distribution Date and (ii) had a Subsequent Cut-off Date prior to the first day of the month in which such Distribution Date occurs, at a per annum rate equal to the weighted average Pass-Through Rate of the related Offered Certificates for such Distribution Date, with the Pass-Through Rate on the related Offered Certificates, solely for the purposes of the foregoing calculation, multiplied by a fraction, the numerator of which is the actual number of days in the Accrual Period for such Class for such Distribution Date, and the denominator of which is 30. Such withdrawal and deposit shall be treated as a contribution of cash by the Servicer to REMIC I. Immediately following any such withdrawal and deposit, and immediately following the conveyance of any Subsequent Mortgage Loans to the Trust on any Subsequent Transfer Date, the Trustee shall withdraw from the Interest Coverage Accounts and remit to the Depositor or its designee an amount equal to the excess, if any, of the amount remaining in such Interest Coverage Account over the amount that would be required to be withdrawn therefrom (assuming sufficient funds therein) pursuant to the second preceding sentence on each subsequent Distribution Date, if any, that shall occur during the Funding Period or that shall be the last day of the Funding Period, if no Subsequent Mortgage Loans were acquired by the Trust Fund after the end of the Prepayment Period relating to the current Distribution Date (assuming that LIBOR remains constant at the level of LIBOR applicable to the calculation of the Pass-Through Rate for the Class A Certificates and Mezzanine Certificates for the current Distribution Date).
Upon the earlier of (i) the Distribution Date immediately following the end of the Funding Period, (ii) the reduction of the aggregate Certificate Principal Balance of the Class A Certificates and the Mezzanine Certificates to zero or (iii) the termination of this Agreement in accordance with Section 10.01, any amount remaining on deposit in the Interest Coverage Accounts after distributions pursuant to paragraph (c) above shall be withdrawn by the Trustee and paid to the Depositor or its designee.
SECTION 4.13 Cap Account.
(a) No later than the Closing Date, the Trustee shall establish and maintain with itself, a separate, segregated trust account titled, “Cap Account, Deutsche Bank National Trust Company, as Cap Trustee, in trust for the registered Certificateholders of Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3.” Such account shall be an Eligible Account and amounts therein shall be held uninvested.
(b) On each Distribution Date, pursuant to the Cap Allocation Agreement, the Cap Trustee, prior to any distribution to any Certificate, shall deposit into the Cap Account amounts received pursuant to the Interest Rate Cap Agreement for distribution in accordance with Section 4.01(f) above.
(c) It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Cap Account be disregarded as an entity separate from the Holder of the Class C Certificates unless and until the date when either (a) there is more than one Class C Certificateholder or (b) any Class of Certificates in addition to the Class C Certificates is recharacterized as an equity interest in the Cap Account for federal income tax purposes, in which case it is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Cap Account be treated as a partnership. The Cap Account will be an “outside reserve fund” within the meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of the Trust Fund, or the payment in full of the Class A Certificates and the Mezzanine Certificates, all amounts remaining on deposit in the Cap Account shall be released by the Trust Fund and distributed to the Class C Certificateholders or their designees. The Cap Account shall be part of the Trust Fund but not part of any Trust REMIC and any payments to the Holders of the Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trustee, and the Trustee is hereby directed, to deposit into the Cap Account the amounts described above on each Distribution Date.
For federal income tax purposes, the right of the Floating Rate Certificates to receive payments from the Cap Account may have more than a de minimis value.
ARTICLE V
THE CERTIFICATES
SECTION 5.01 The Certificates.
Each of the Class A Certificates, the Mezzanine Certificates, the Class P Certificates, the Class C Certificates and the Residual Certificates shall be substantially in the forms annexed hereto as exhibits, and shall, on original issue, be executed, authenticated and delivered by the Trustee to or upon the order of the Depositor concurrently with the sale and assignment to the Trustee of the Trust Fund. The Floating Rate Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1.00 in excess thereof, provided that the Floating Rate Certificates must be purchased in minimum total investments of $100,000 per class, except that one Certificate of each such Class of Certificates may be in a different denomination so that the sum of the denominations of all outstanding Certificates of such Class shall equal the Certificate Principal Balance of such Class on the Closing Date. The Class P Certificates, the Class C Certificates and the Residual Certificates are issuable in any Percentage Interests; provided, however, that the sum of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issued and outstanding at any one time.
The Certificates shall be executed on behalf of the Trust by manual or facsimile signature on behalf of the Trustee by a Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement or be valid for any purpose, unless such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Floating Rate Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall not be Book-Entry Certificates.
SECTION 5.02 Registration of Transfer and Exchange of Certificates.
(a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph which office shall initially be the offices designated by the Trustee and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee on behalf of the Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest.
At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. In addition, (i) with respect to each Class R Certificate, the holder thereof may exchange, in the manner described above, such Class R Certificate for two separate certificates, each representing such holder’s respective Percentage Interest in the Class R-1 Interest, the Class R-2 Interest, the Class R-3 Interest and the Class R-4 Interest that was evidenced by the Class R Certificate being exchanged and (ii) with respect to each Class R-X Certificate, the holder thereof may exchange, in the manner described above, such Class R-X Certificate for three separate certificates, each representing such holder’s respective Percentage Interest in the Class R-5 Interest, the Class R-6 Interest and the Class R-7 Interest that was evidenced by the Class R-X Certificate being exchanged.
(b) Except as provided in paragraph (c) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever.
All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners that it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. The parties hereto are hereby authorized to execute a Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any conflict between the terms of any such Letter of Representation and this Agreement, the terms of this Agreement shall control.
(c) If (i)(x) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Trustee or the Depositor is unable to locate a qualified successor or (ii) after the occurrence of a Servicer Event of Termination, the Certificate Owners of the Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advise the Trustee and Depository through the Financial Intermediaries and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall, in the case of (i) and (ii) above, execute on behalf of the Trust and authenticate the Definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates, the Trustee, the Certificate Registrar, the Servicer, any Paying Agent and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder.
(d) No transfer, sale, pledge or other disposition of any Class M-10 Certificate, Class C Certificate, Class P Certificate or Residual Certificate (the “Private Certificates”) shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and laws. In the event of any such transfer (other than in connection with (i) the initial transfer of any such Certificate by the Depositor to an Affiliate of the Depositor or, in the case of the Class R-X Certificates, the first transfer by an Affiliate of the Depositor or the first transfer by the intial transferee of an Affiliate of the Depositor, (ii) the transfer of any such Class C, Class P or Residual Certificate to the issuer under the Indenture or the indenture trustee under the Indenture or (iii) a transfer of any such 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), (i) unless such transfer is made in reliance upon Rule 144A (as evidenced by the investment letter delivered to the Trustee, in substantially the form attached hereto as Exhibit J) under the 1933 Act, the Trustee and the Depositor shall require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor or (ii) the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached hereto as Exhibit L) and the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
Notwithstanding the foregoing, in the event of any such transfer of any Ownership Interest in any Private Certificate that is a Book-Entry Certificate, except with respect to the initial transfer of any such Ownership Interest by the Depositor, such transfer shall be required to be made in reliance upon Rule 144A under the 1933 Act, and the transferor will be deemed to have made each of the transferor representations and warranties set forth Exhibit L hereto in respect of such interest as if it was evidenced by a Definitive Certificate and the transferee will be deemed to have made each of the transferee representations and warranties set forth Exhibit J hereto in respect of such interest as if it was evidenced by a Definitive Certificate. The Certificate Owner of any such Ownership Interest in any such Book-Entry Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
Notwithstanding the foregoing, no certification or Opinion of Counsel described above in this Section 5.02(d) will be required in connection with the transfer, on the Closing Date, of any Residual Certificate by the Depositor to an “accredited investor” within the meaning of Rule 501 of the 1933 Act.
No transfer of a Class C, Class P or Residual Certificate or any interest therein shall be made to any Plan, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with “Plan Assets” of a Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”), as certified by such transferee in the form of Exhibit M, unless the Trustee is provided with an Opinion of Counsel for the benefit of the Depositor, the Trustee and the Servicer and on which they may rely which establishes to the satisfaction of the Trustee that the purchase of such Certificates is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, the Servicer, the Trustee or the Trust Fund to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Servicer, the Trustee or the Trust Fund. Neither a certification nor an Opinion of Counsel will be required in connection with (i) the initial transfer of any such Certificate by the Depositor to an Affiliate of the Depositor, (ii) the transfer of any such Class C, 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 such Affiliate is not a Plan or a Person investing Plan Assets) and the Trustee shall be entitled to conclusively rely upon a representation (which, upon the request of the Trustee, shall be a written representation) from the Transferor of the status of such transferee as an affiliate of the Depositor.
Prior to the termination of the Supplemental Interest Trust, each transferee of a Class A, Mezzanine or Private Certificate shall be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (i) such transferee is not a Plan, or a Person acting on behalf of a Plan or purchasing such Certificate with Plan Assets, or (ii)(A) it is an accredited investor within the meaning of Prohibited Transaction Exemption (“PTE”) 90-59, 55 Fed. Reg. 36724 (September 6, 1990), as amended by PTE 97-34, 62 Fed. Reg. 39021 (July 21, 1997), PTE 2000-58, 65 Fed. Reg. 67765 (November 13, 2000) and PTE 2002-41, 67 Fed. Reg. 54487 (August 22, 2002) (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 exemptive relief under (I) PTE 95-60 or (II) except in the case of a Private Certificate, PTE 84-14, PTE 91-38, PTE 90-1, or PTE 96-23.
Subsequent to the termination of the Supplemental Interest Trust, each Transferee of a Mezzanine Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such Transferee is not a Plan, or a Person acting on behalf of a Plan or purchasing such Certificate with Plan Assets, (b) except in the case of a Class M-10 Certificate, 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 such Certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by a Rating Agency or (c) the following conditions are satisfied: (i) such Transferee is an insurance company, (ii) the source of funds used to purchase or hold such Certificate (or interest therein) is an “insurance company general account” as defined in PTE 95-60, and (iii) the conditions set forth in Sections I and III of PTE 95-60 have been satisfied.
If any Mezzanine Certificate or Private Certificate or any interest therein is acquired or held in violation of the provisions of the three preceding paragraphs, the next preceding permitted beneficial owner will be treated as the beneficial owner of that Certificate retroactive to the date of transfer to the purported beneficial owner. Any purported beneficial owner whose acquisition or holding of any such Certificate or interest therein was effected in violation of the provisions of the three preceding paragraphs shall indemnify and hold harmless the Depositor, the Servicer, the NIMS Insurer, the Trustee and the Trust from and against any and all liabilities, claims, costs or expenses incurred by those parties as a result of that acquisition or holding.
Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee.
(ii) No Person shall acquire an Ownership Interest in a Residual Certificate unless such Ownership Interest is a pro rata undivided interest.
(iii) In connection with any proposed transfer of any Ownership Interest in a Residual Certificate, the Trustee shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following:
(A) an affidavit in the form of Exhibit K hereto from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee; and
(B) a covenant of the proposed transferee to the effect that the proposed transferee agrees to be bound by and to abide by the transfer restrictions applicable to the Residual Certificates.
(iv) Any attempted or purported transfer of any Ownership Interest in a Residual Certificate in violation of the provisions of this Section shall be absolutely null and void and shall vest no rights in the purported transferee. If any purported transferee shall, in violation of the provisions of this Section, become a Holder of a Residual Certificate, then the prior Holder of such Residual Certificate that is a Permitted Transferee shall, upon discovery that the registration of transfer of such Residual Certificate was not in fact permitted by this Section, be restored to all rights as Holder thereof retroactive to the date of registration of transfer of such Residual Certificate. The Trustee shall be under no liability to any Person for any registration of transfer of a Residual Certificate that is in fact not permitted by this Section or for making any distributions due on such Residual Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the Trustee received the documents specified in clause (iii). The Trustee shall be entitled to recover from any Holder of a Residual Certificate that was in fact not a Permitted Transferee at the time such distributions were made all distributions made on such Residual Certificate. Any such distributions so recovered by the Trustee shall be distributed and delivered by the Trustee to the prior Holder of such Residual Certificate that is a Permitted Transferee.
(v) If any Person other than a Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section, then the Trustee shall have the right but not the obligation, without notice to the Holder of such Residual Certificate or any other Person having an Ownership Interest therein, to notify the Depositor to arrange for the sale of such Residual Certificate. The proceeds of such sale, net of commissions (which may include commissions payable to the Depositor or its affiliates in connection with such sale), expenses and taxes due, if any, will be remitted by the Trustee to the previous Holder of such Residual Certificate that is a Permitted Transferee, except that in the event that the Trustee determines that the Holder of such Residual Certificate may be liable for any amount due under this Section or any other provisions of this Agreement, the Trustee may withhold a corresponding amount from such remittance as security for such claim. The terms and conditions of any sale under this clause (v) shall be determined in the sole discretion of the Trustee and it shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion.
(vi) If any Person other than a Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section, then the Trustee upon receipt of reasonable compensation will provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, information needed to compute the tax imposed under Section 860E(e)(5) of the Code on transfers of residual interests to disqualified organizations.
The foregoing provisions of this Section shall cease to apply to transfers occurring on or after the date on which there shall have been delivered to the Trustee and the NIMS Insurer, in form and substance satisfactory to the Trustee and the NIMS Insurer, (i) written notification from each Rating Agency that the removal of the restrictions on transfer set forth in this Section will not cause such Rating Agency to downgrade its rating of the Certificates and (ii) an Opinion of Counsel to the effect that such removal will not cause any REMIC created hereunder to fail to qualify as a REMIC.
(e) No service charge shall be made for any registration of transfer or exchange of Certificates of any Class, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
All Certificates surrendered for registration of transfer or exchange shall be canceled by the Certificate Registrar and disposed of pursuant to its standard procedures.
SECTION 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate Registrar or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (ii) there is delivered to the Trustee, the Depositor, the NIMS Insurer and the Certificate Registrar such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Trustee or the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Trustee shall execute on behalf of the Trust, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and Percentage Interest. Upon the issuance of any new Certificate under this Section, the Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and the Certificate Registrar) in connection therewith. Any duplicate Certificate issued pursuant to this Section, shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.
SECTION 5.04 Persons Deemed Owners.
The Servicer, the Depositor, the Trustee, the NIMS Insurer, the Certificate Registrar, any Paying Agent and any agent of the Servicer, the Depositor, the Trustee, the NIMS Insurer, the Certificate Registrar or any Paying Agent may treat the Person, including a Depository, in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 4.01 and for all other purposes whatsoever, and none of the Servicer, the Trust, the Trustee nor any agent of any of them shall be affected by notice to the contrary.
SECTION 5.05 Appointment of Paying Agent.
(a) The Paying Agent shall make distributions to Certificateholders from the Distribution Account pursuant to Section 4.01 and shall report the amounts of such distributions to the Trustee. The duties of the Paying Agent may include the obligation (i) to withdraw funds from the Collection Account pursuant to Section 3.11(a) and for the purpose of making the distributions referred to above and (ii) to distribute statements and provide information to Certificateholders as required hereunder. The Paying Agent hereunder shall at all times be an entity duly organized and validly existing under the laws of the United States of America or any state thereof, authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authorities. The Paying Agent shall initially be the Trustee. The Trustee may appoint a successor to act as Paying Agent, which appointment shall be reasonably satisfactory to the Depositor and the NIMS Insurer.
(b) The Trustee shall cause the Paying Agent (if other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee that such Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders and shall agree that it shall comply with all requirements of the Code regarding the withholding of payments in respect of Federal income taxes due from Certificate Owners and otherwise comply with the provisions of this Agreement applicable to it.
ARTICLE VI
THE SERVICER, THE DEPOSITOR AND THE CREDIT RISK MANAGER
SECTION 6.01 Liability of the Servicer and the Depositor.
The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by Servicer herein. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Depositor.
SECTION 6.02 Merger or Consolidation of, or Assumption of the Obligations of, the Servicer or the Depositor.
Any entity into which the Servicer or Depositor may be merged or consolidated, or any entity resulting from any merger, conversion or consolidation to which the Servicer or the Depositor shall be a party, or any corporation succeeding to the business of the Servicer or the Depositor, shall be the successor of the Servicer or the Depositor, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor Servicer shall satisfy all the requirements of Section 7.02 with respect to the qualifications of a successor Servicer.
SECTION 6.03 Limitation on Liability of the Servicer and Others.
Neither the Servicer nor the Depositor nor any of the directors or officers or employees or agents of the Servicer or the Depositor shall be under any liability to the Trust or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicer or the Depositor in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Servicer, the Depositor or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or negligence in the performance of duties of the Servicer or the Depositor, as the case may be, or by reason of its reckless disregard of its obligations and duties of the Servicer or the Depositor, as the case may be, hereunder. The Servicer and any director or officer or employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and the Depositor, and any director or officer or employee or agent of the Servicer or the Depositor, shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with (i) any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence or by reason of its reckless disregard of its obligations and duties hereunder or by reason of its failure to perform its obligations or duties hereunder and (ii) any breach of a representation or warranty regarding the Mortgage Loans. The Servicer or the Depositor may initiate any such action which it may deem necessary or desirable in respect of this Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and the Servicer shall be entitled to be reimbursed therefor from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account. The Servicer’s right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of the Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to the Servicer solely in its capacity as Servicer hereunder and in no other capacities. Without limiting the foregoing, the Servicer shall undertake to defend any claims against the Trust Fund, the Trustee and/or itself initiated by a Borrower or otherwise related to the servicing of any Mortgage Loan, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and the Servicer shall be entitled to be reimbursed therefor from the Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the Collection Account.
The Credit Risk Manager and any director, officer, employee or agent of the Credit Risk Manager shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Credit Risk Manager, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of its appointment as Credit Risk Manager or its performance of its duties as such) incurred in connection with any claim or legal action or any pending or threatened claim or legal action relating to this Agreement, the Credit Risk Management Agreement or the Certificates, other than any loss, liability or expense (i) resulting from a breach of the Servicer’s obligations and duties under the Pooling Agreement or Credit Risk Management Agreement for which the Credit Risk Manager is indemnified by the Servicer under the Credit Risk Management Agreement or (ii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties under the Credit Risk Management Agreement or by reason of reckless disregard of obligations and duties thereunder.
SECTION 6.04 Servicer Not to Resign.
The Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination pursuant to the preceding sentence permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of the Servicer and delivered to the Trustee. No resignation of the Servicer shall become effective until the Trustee or a successor servicer shall have assumed the Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement.
Except as expressly provided herein, the Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Servicer hereunder. The foregoing prohibition on assignment shall not prohibit the Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the Servicer hereunder; provided, however, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Subservicer as an indemnitee under this Agreement.
SECTION 6.05 Delegation of Duties.
In the ordinary course of business, the Servicer at any time may delegate any of its duties hereunder to any Person, including any of its Affiliates, who agrees to conduct such duties in accordance with standards comparable to those set forth in Section 3.01. Such delegation shall not relieve the Servicer of its liabilities and responsibilities with respect to such duties and shall not constitute a resignation within the meaning of Section 6.04. Except as provided in Section 3.02, no such delegation is permitted that results in the delegee subservicing any Mortgage Loans. The Servicer shall provide the Trustee and the NIMS Insurer with 60 days prior written notice prior to the delegation of any of its duties to any Person other than any of the Servicer’s Affiliates or their respective successors and assigns.
SECTION 6.06 [Reserved].
SECTION 6.07 Inspection.
The Servicer, in its capacity as Servicer, shall afford the Trustee and the NIMS Insurer, upon reasonable notice, during normal business hours, access to all records maintained by the Servicer in respect of its rights and obligations hereunder and access to officers of the Servicer responsible for such obligations.
SECTION 6.08 Credit Risk Manager.
The Certificateholders, by their purchase and acceptance of the Certificates, appoint Clayton Fixed Income Services Inc., formerly known as The Murrayhill Company, as Credit Risk Manager. For and on behalf of the Depositor, the Credit Risk Manager will provide reports and recommendations concerning certain delinquent and defaulted Mortgage Loans, and as to the collection of any Prepayment Charges with respect to the Mortgage Loans. Such reports and recommendations will be based upon information provided pursuant to Credit Risk Management Agreement to the Credit Risk Manager by the Servicer. The Credit Risk Manager shall look solely to the Servicer for all information and data (including loss and delinquency information and data) and loan level information and data relating to the servicing of the Mortgage Loans and the Trustee shall not have any obligation to provide any such information to the Credit Risk Manager and shall not otherwise have any responsibility under the Credit Risk Management Agreement.
On or about the 15th calendar day of each month, the Credit Risk Manager shall have prepared and shall make available to the Depositor, the Trustee, the Swap Provider and each Certificateholder, the following reports (each such report to be made in a format compatible with EDGAR filing requirements):
(i) Watchlist Report: A listing of individual Mortgage Loans that are of concern to the Credit Risk Manager. Each Watchlist Report shall contain a listing of Mortgage Loans in any delinquency status, including current and paid-off loans, and may contain the comments of the Credit Risk Manager in its sole discretion. The Watchlist Report shall be presented in substantially the same format attached hereto as Exhibit R-1;
(ii) Loss Severity Report: A compilation and summary of all losses, indicating the loan loss severity for each Mortgage Pool. Each Loss Severity Report shall include detail of all losses reported by the Servicer as Realized Losses, except those for which the Servicer has not provided detail adequate for reporting purposes. The Loss Severity Report shall be presented in substantially the same format attached hereto as Exhibit R-2;
(iii) [Reserved];
(iv) Prepayment Report: A summary of Prepayment Charges assessed or waived by the Servicer. The Prepayment Report shall be presented in substantially the same format attached hereto as Exhibit R-4; and
(v) Analytics Report: Analytics Reports shall include statistical and/or graphical portrayals of (a) the delinquency trend, over time, of the Mortgage Loans; (b) the constant prepayment rate “CPR” experience of the Mortgage Loans; and (c) the Standard Default Assumption experience of the Mortgage Loans. The Analytics Report shall be presented in substantially the same format attached hereto as Exhibit R-5.
The Credit Risk Manager shall make such reports available each month to Certificateholders, the Trustee and the Rating Agencies via the Credit Risk Manager’s internet website. The Credit Risk Manager’s internet website shall initially be located at https://reports.clayton.com. The user name for access to the website shall be the Certificateholder’s e-mail address and the password shall be “Fremont 2006-3.” The Trustee shall not have any obligation to review such reports or otherwise monitor or supervise the activities of the Credit Risk Manager.
The Credit Risk Manager shall reasonably cooperate with the Depositor and the Trustee in connection with the Trust Fund’s satisfying the reporting requirements under the 1934 Act with respect to reports prepared by the Credit Risk Manager.
The Credit Risk Manager has not and shall not engage any Subcontractor without (a) giving notice to the Sponsor, the Servicer and the Depositor and (b) requiring any such Subcontractor to provide to the Credit Risk Manager an assessment report as provided for in Section 3.21 above and an attestation report as provided in Section 3.21 above, which reports the Credit Risk Manager shall include in its assessment and attestation reports.
By March 15 of each year (or if such day is not a Business Day, the immediately preceding Business Day), the Credit Risk Manager shall deliver a signed certification, in the form attached hereto as Exhibit Y (the “Credit Risk Manager Certification”), for the benefit of the Depositor, the Sponsor and the Servicer and for the benefit of the Person(s) signing the Form 10-K Certification; provided (i) that the Credit Risk Manager Certification shall be so provided by March 15 of such year only to the extent that the Depositor delivers a draft (without exhibits) of the applicable Annual Report on Form 10-K to the Credit Risk Manager by the 5th Business Day in March of such year and (ii) in the event that the Depositor delivers the draft Form 10-K referred to in clause (i) after the 5th Business Day in March of such year, the Credit Risk Manager shall deliver the Credit Risk Manager Certification as soon as practicable but no later than five calendar days of delivery to the Credit Risk Manager of such draft Form 10-K.
In the event that prior to the filing date of the Form 10-K in March of each year, the Credit Risk Manager has knowledge or information material to the Credit Risk Manager Certification, the Credit Risk Manager shall promptly notify the Depositor and the Trustee, in writing.
SECTION 6.09 Limitation Upon Liability of the Credit Risk Manager.
Neither the Credit Risk Manager, nor any of its directors, officers, employees, or agents shall be under any liability to the Trustee, the Certificateholders, the Servicer or the Depositor for any action taken or for refraining from the taking of any action made in good faith pursuant to this Agreement, in reliance upon information provided by the Servicer under the Credit Risk Management Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Credit Risk Manager or any such person against liability that would otherwise be imposed by reason of willful malfeasance or bad faith in its performance of its duties. The Credit Risk Manager and any director, officer, employee, or agent of the Credit Risk Manager may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder, and may rely in good faith upon the accuracy of information furnished by the Servicer pursuant to the Credit Risk Management Agreement in the performance of its duties thereunder and hereunder.
SECTION 6.10 Removal of the Credit Risk Manager.
The Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders holding not less than 66 2/3% of the Voting Rights in the Trust Fund, in the exercise of its or their sole discretion. The Certificateholders shall provide written notice of the Credit Risk Manager’s removal to the Trustee. Upon receipt of such notice, the Trustee shall provide written notice to the Credit Risk Manager of its removal, which shall be effective upon receipt of such notice by the Credit Risk Manager.
ARTICLE VII
DEFAULT
SECTION 7.01 Servicer Events of Termination.
(a) If any one of the following events (“Servicer Events of Termination”) shall occur and be continuing:
(i) (A) The failure by the Servicer to make any Advance; or (B) any other failure by the Servicer to deposit in the Collection Account or the Distribution Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of one Business Day after the date upon which written notice at the addresses listed in Section 11.05 (such written notice shall also be sent via facsimile) hereof of such failure shall have been given to the Servicer by the Trustee or to the Servicer and the Trustee by the NIMS Insurer or any Holders of a Regular Certificate evidencing at least 25% of the Voting Rights; or
(ii) The failure by the Servicer to make any required Servicing Advance which failure continues unremedied for a period of 30 days, or the failure by the Servicer duly to observe or perform, in any material respect, any other covenants, obligations or agreements of the Servicer as set forth in this Agreement, which failure continues unremedied for a period of 30 days (or if such failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 90 days), after the date (A) on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee or to the Trustee by the NIMS Insurer or any Holders of a Regular Certificate evidencing at least 25% of the Voting Rights or (B) of actual knowledge of such failure by a Servicing Officer of the Servicer; or
(iii) The entry against the Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 days; or
(iv) The Servicer shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property; or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged, unbonded or unstayed for a period of 60 days; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations.
(b) then, and in each and every such case, so long as a Servicer Event of Termination shall not have been remedied within the applicable grace period, (x) with respect solely to clause (i)(A) above, if such Advance is not made by 5:00 P.M., New York time, on the Business Day immediately following the Servicer Remittance Date (provided the Trustee shall give the Servicer notice of such failure to advance by 5:00 P.M. New York time on the Servicer Remittance Date), the Trustee shall, at the direction of the NIMS Insurer, terminate all of the rights and obligations of the Servicer under this Agreement, to the extent permitted by law, and in and to the Mortgage Loans and the proceeds thereof and the Trustee, or a successor servicer appointed in accordance with Section 7.02, shall immediately make such Advance and assume, pursuant to Section 7.02, the duties of a successor Servicer and (y) in the case of (i)(B), (ii), (iii) or (iv) above, the Trustee shall, at the direction of the NIMS Insurer or the Holders of each Class of Regular Certificates evidencing Percentage Interests aggregating not less than 51%, by notice then given in writing to the Servicer (and to the Trustee if given by the NIMS Insurer or the Holders of Certificates), terminate all of the rights and obligations of the Servicer as servicer under this Agreement. Any such notice to the Servicer shall also be given to each Rating Agency, the Depositor and the Servicer. On or after the receipt by the Servicer (and by the Trustee if such notice is given by the Holders) of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section; and, without limitation, and the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents or otherwise. The Servicer agrees to cooperate with the Trustee (or the applicable successor Servicer) in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the delivery to the Trustee of all documents and records requested by it to enable it to assume the Servicer’s functions under this Agreement within ten Business Days subsequent to such notice, the transfer within one Business Day subsequent to such notice to the Trustee (or the applicable successor Servicer) for the administration by it of all cash amounts that shall at the time be held by the Servicer and to be deposited by it in the Collection Account, the Distribution Account, any REO Account or any Servicing Account or that have been deposited by the Servicer in such accounts or thereafter received by the Servicer with respect to the Mortgage Loans or any REO Property received by the Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Mortgage Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (or if the predecessor Servicer is the Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses and to the extent not paid by the Servicer, by the Trust.
SECTION 7.02 Trustee to Act; Appointment of Successor.
(a) From the time the Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.01 or 6.04, the Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the Servicer to make advances. Notwithstanding the foregoing, the Trustee, in its capacity as successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to such compensation as the Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Trustee is unwilling to act as successor Servicer or (ii) if the Trustee is legally unable so to act, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer hereunder; provided, that the appointment of any such successor Servicer shall be approved by the NIMS Insurer (such approval not to be unreasonably withheld), as evidenced by the prior written consent of the NIMS Insurer, and will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on Mortgage Loans in an amount equal to the compensation which the Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as Servicer to pay any deductible under an insurance policy pursuant to Section 3.14, to reimburse the Trustee pursuant to Section 3.06 or to indemnify the Trustee or the NIMS Insurer pursuant to Section 8.05(c)), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).
(b) Any successor to the Servicer, including the Trustee, shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of Certificateholders, and maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the Servicer is so required pursuant to Section 3.14.
(c) In connection with the resignation, removal or expiration of the term of the Servicer hereunder, or in connection with the resignation or removal of any successor to the Servicer (or any other successor to the Servicer appointed hereunder) acting as successor Servicer hereunder, either (i) the successor Servicer, (or any other successor to the Servicer appointed hereunder) acting as successor Servicer hereunder, 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, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations or (ii) the predecessor Servicer shall cooperate with the successor Servicer 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. The predecessor Servicer shall file or cause to be filed any such assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any assignments of Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this paragraph.
SECTION 7.03 Waiver of Defaults.
The Majority Certificateholders may, on behalf of all Certificateholders and with the consent of the NIMS Insurer, waive any events permitting removal of the Servicer as servicer pursuant to this Article VII, provided, however, that the Majority Certificateholders may not waive a default in making a required distribution on a Certificate without the consent of the Holder of such Certificate and the consent of the NIMS Insurer. Upon any waiver of a past default, such default shall cease to exist and any Servicer Event of Termination arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto except to the extent expressly so waived. Notice of any such waiver shall be given by the Trustee to the Rating Agencies and the NIMS Insurer.
SECTION 7.04 Notification to Certificateholders.
(a) Upon any termination or appointment of a successor to the Servicer pursuant to this Article VII or Section 6.04, the Trustee shall give prompt written notice thereof to the Certificateholders at their respective addresses appearing in the Certificate Register, the NIMS Insurer and each Rating Agency.
(b) No later than 60 days after the occurrence of any event which constitutes or which, with notice or a lapse of time or both, would constitute a Servicer Event of Termination for five Business Days after a Responsible Officer of the Trustee becomes aware of the occurrence of such an event, the Trustee shall transmit by mail to all Certificateholders and to the NIMS Insurer notice of such occurrence unless such default or Servicer Event of Termination shall have been waived or cured.
SECTION 7.05 Survivability of Servicer Liabilities.
Notwithstanding anything herein to the contrary, upon termination of the Servicer hereunder, any liabilities of the Servicer which accrued prior to such termination shall survive such termination.
ARTICLE VIII
THE TRUSTEE
SECTION 8.01 Duties of Trustee.
The Trustee, prior to the occurrence of a Servicer Event of Termination and after the curing of all Servicer Events of Termination which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If a Servicer Event of Termination has occurred (which has not been cured) of which a Responsible Officer has knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement; provided, however, that the Trustee will not be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform to the requirements of this Agreement in a material manner the Trustee shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee’s satisfaction, the Trustee will provide notice thereof to the Certificateholders and the NIMS Insurer.
No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:
(i) prior to the occurrence of a Servicer Event of Termination, and after the curing of all such Servicer Events of Termination which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement;
(ii) the Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible Officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;
(iii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the NIMS Insurer or the Majority Certificateholders relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising or omitting to exercise any trust or power conferred upon the Trustee, under this Agreement; and
(iv) the Trustee shall not be charged with knowledge of any failure by the Servicer to comply with the obligations of the Servicer referred to in clauses (i) and (ii) of Section 7.01(a) or of the existence of any Servicer Event of Termination unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives written notice of such failure from the Depositor, the Servicer, the NIMS Insurer or the Majority Certificateholders.
The Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under this Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of this Agreement.
SECTION 8.02 Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) the Trustee may request and rely upon, and shall be protected in acting or refraining from acting upon, any resolution, Officers’ Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, and the manner of obtaining consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe;
(ii) the Trustee may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel;
(iii) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders or the NIMS Insurer, pursuant to the provisions of this Agreement, unless such Certificateholders or the NIMS Insurer, as applicable shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act;
(iv) the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;
(v) prior to the occurrence of a Servicer Event of Termination and after the curing of all Servicer Events of Termination which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or documents, unless requested in writing to do so by the NIMS Insurer or the Majority Certificateholder; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to such proceeding. The reasonable expense of every such examination shall be paid by the Servicer or the NIMS Insurer (if requested by the NIMS Insurer) or, if paid by the Trustee, shall be reimbursed by the Servicer or the NIMS Insurer (if requested by the NIMS Insurer) upon demand and, if not reimbursed by the Servicer or the NIMS Insurer (if requested by the NIMS Insurer), shall be reimbursed by the Trust. Nothing in this clause (v) shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors;
(vi) the Trustee shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Servicer until such time as the Trustee may be required to act as Servicer pursuant to Section 7.02 and thereupon only for the acts or omissions of the Trustee as successor Servicer;
(vii) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, custodians or nominees;
(viii) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act;
(ix) the Trustee shall not be personally liable for any loss resulting from the investment of funds held in the Collection Account or the REO Account made at the direction of the Servicer pursuant to Section 3.12; and
(x) the Trustee or its Affiliates are permitted to receive compensation that could be deemed to be in the Trustee’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to Section 3.11.
In order to comply with its duties under the U.S. Patriot Act, the Trustee shall obtain and verify certain information and documentation from the other parties hereto, including, but not limited to, such parties’ name, address and other identifying information.
In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Trustee is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Trustee. Accordingly, each of the parties agrees to provide to the Trustee upon its requiest from time to time such identifying information and documentation as may be available for such party in oder to enable the Trustee to comply with Applicable Law.
SECTION 8.03 Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the authentication of the Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the signature and authentication of the Trustee on the Certificates) or of any Mortgage Loan or related document or MERS or the MERS System other than with respect to the Trustee’s execution and authentication of the Certificates. The Trustee shall not be accountable for the use or application by the Servicer, or for the use or application of any funds paid to the Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the Collection Account by the Servicer. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Mortgage or any Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Trust or its ability to generate the payments to be distributed to Certificateholders under this Agreement, including, without limitation: the existence, condition and ownership of any Mortgaged Property; the existence and enforceability of any hazard insurance thereon (other than if the Trustee shall assume the duties of the Servicer pursuant to Section 7.02); the validity of the assignment of any Mortgage Loan to the Trustee or of any intervening assignment; the completeness of any Mortgage Loan; the performance or enforcement of any Mortgage Loan (other than if the Trustee shall assume the duties of the Servicer pursuant to Section 7.02); the compliance by the Depositor, the Originator or the Servicer with any warranty or representation made under this Agreement or in any related document or the accuracy of any such warranty or representation prior to the Trustee’s receipt of notice or other discovery of any non-compliance therewith or any breach thereof; any investment of monies by or at the direction of the Servicer or any loss resulting therefrom, it being understood that the Trustee shall remain responsible for any Trust property that it may hold in its individual capacity; the acts or omissions of any of the Servicer (other than if the Trustee shall assume the duties of the Servicer pursuant to Section 7.02), any Sub-Servicer or any Mortgagor; any action of the Servicer (other than if the Trustee shall assume the duties of the Servicer pursuant to Section 7.02), or any Sub- Servicer taken in the name of the Trustee; the failure of the Servicer or any Sub-Servicer to act or perform any duties required of it as agent of the Trustee hereunder; or any action by the Trustee taken at the instruction of the Servicer (other than if the Trustee shall assume the duties of the Servicer pursuant to Section 7.02); provided, however, that the foregoing shall not relieve the Trustee of its obligation to perform its duties under this Agreement, including, without limitation, the Trustee’s duty to review the Mortgage Files pursuant to Section 2.01. The Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder (unless the Trustee shall have become the successor Servicer).
SECTION 8.04 Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the owner or pledgee of Certificates with the same rights as it would have if it were not Trustee and may transact any banking and trust business with the Originator, the Servicer, the Depositor or their Affiliates.
SECTION 8.05 Trustee Compensation and Expenses.
(a) On each Distribution Date, prior to making any distributions to Certificateholders, the Trustee shall withdraw from the Distribution Account and pay to itself the Trustee Compensation payable on such Distribution Date consisting of all income earned on amounts on deposit in the Distribution Account. The Trustee shall deposit in the Distribution Account the amount of any loss of principal incurred in respect of any Permitted Investment made with funds in the Distribution Account immediately upon realization of such loss.
(b) The Trustee, or any director, officer, employee or agent of the Trustee, shall be indemnified by the Trust Fund and held harmless against any loss, liability or expense (not including expenses and disbursements incurred or made by the Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee’s performance in accordance with the provisions of this Agreement) incurred by the Trustee arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a breach of the Servicer’s obligations and duties under this Agreement for which the Trustee is indemnified under Section 8.05(b) or (ii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s reckless disregard of obligations and duties hereunder or as a result of a breach of the Trustee’s obligations under Article X hereof. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee, in respect of the indemnification provided by this Section 8.05(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. The foregoing indemnity shall survive the resignation or removal of the Trustee.
(c) The Servicer agrees to indemnify the Trustee, the NIMS Insurer, the Custodian or any director, officer, employee or agent of the Trustee, the NIMS Insurer or Custodian from, and hold it harmless against, any loss, liability or expense resulting from a breach of the Servicer’s obligations and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee and the Servicer for actions prior to such resignation or removal. Any payment hereunder made by the Servicer to the Trustee shall be from the Servicer’s own funds, without reimbursement from the Trust Fund therefor.
SECTION 8.06 Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be an entity duly organized and validly existing under the laws of the United States of America or any state thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority. If such entity publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06, the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The principal office of the Trustee (other than the initial Trustee) shall be in a state with respect to which an Opinion of Counsel has been delivered to such Trustee and the NIMS Insurer at the time such Trustee is appointed Trustee to the effect that the Trust will not be a taxable entity under the laws of such state. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.
SECTION 8.07 Resignation or Removal of Trustee.
The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the NIMS Insurer, the Depositor, the Servicer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee acceptable to the NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.
If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor, the Servicer or the NIMS Insurer may remove the Trustee. If the Depositor, the Servicer or the NIMS Insurer removes the Trustee under the authority of the immediately preceding sentence, the Depositor, with the consent of the NIMS Insurer, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee.
The Majority Certificateholders (or the NIMS Insurer upon the failure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor and the Trustee; the Depositor shall thereupon use its best efforts to appoint a successor trustee acceptable to the NIMS Insurer in accordance with this Section.
Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.08.
SECTION 8.08 Successor Trustee.
Any successor Trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the NIMS Insurer, the Depositor, the Servicer and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective, and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee. The Depositor, the Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations.
No successor Trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor Trustee shall not result in a downgrading of the Regular Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency.
Upon acceptance of appointment by a successor Trustee as provided in this Section 8.08, the successor Trustee shall mail notice of the appointment of a successor Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency.
SECTION 8.09 Merger or Consolidation of Trustee.
Any entity into which the Trustee may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any entity succeeding to the business of the Trustee, shall be the successor of the Trustee hereunder, provided such entity shall be eligible under the provisions of Section 8.06 and 8.08, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
SECTION 8.10 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust or any Mortgaged Property may at the time be located, the Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee and the NIMS Insurer to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Servicer and the Trustee may consider necessary or desirable. Any such co-trustee or separate trustee shall be subject to the written approval of the Servicer and the NIMS Insurer. If the Servicer and the NIMS Insurer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the case a Servicer Event of Termination shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06, and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. The Servicer shall be responsible for the fees of any co-trustee or separate trustee appointed hereunder.
Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee;
(ii) no trustee hereunder shall be held personally liable by reason of any act or omission of any other trustee hereunder; and
(iii) the Servicer and the Trustee, acting jointly and with the consent of the NIMS Insurer, may at any time accept the resignation of or remove any separate trustee or co-trustee except that following the occurrence of a Servicer Event of Termination, the Trustee acting alone may accept the resignation or remove any separate trustee or co-trustee.
Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee and a copy thereof given to the Depositor, the Servicer and the NIMS Insurer.
Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor Trustee.
SECTION 8.11 Limitation of Liability.
The Certificates are executed by the Trustee, not in its individual capacity but solely as Trustee of the Trust, in the exercise of the powers and authority conferred and vested in it by the Trust Agreement. Each of the undertakings and agreements made on the part of the Trustee in the Certificates is made and intended not as a personal undertaking or agreement by the Trustee but is made and intended for the purpose of binding only the Trust.
SECTION 8.12 Trustee May Enforce Claims Without Possession of Certificates.
(a) All rights of action and claims under this Agreement or the Certificates may be prosecuted and enforced by the Trustee without the possession of any of the Certificates or the production thereof in any proceeding relating thereto, and such proceeding instituted by the Trustee shall be brought in its own name or in its capacity as Trustee for the benefit of all Holders of such Certificates, subject to the provisions of this Agreement. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursement and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Certificateholders in respect of which such judgment has been recovered.
(b) The Trustee shall afford the Originator, the Depositor, the Servicer, the NIMS Insurer and each Certificateholder upon reasonable prior notice during normal business hours, access to all records maintained by the Trustee in respect of its duties hereunder and access to officers of the Trustee responsible for performing such duties. Upon request, the Trustee shall furnish the Depositor, the Servicer, the NIMS Insurer and any requesting Certificateholder with its most recent financial statements. The Trustee shall cooperate fully with the Originator, the Servicer, the NIM Insurer, the Depositor and such Certificateholder and shall make available to the Originator, the Servicer, the Depositor, the NIMS Insurer and such Certificateholder for review and copying such books, documents or records as may be requested with respect to the Trustee’s duties hereunder. The Originator, the Depositor, the Servicer and the Certificateholders shall not have any responsibility or liability for any action or failure to act by the Trustee and are not obligated to supervise the performance of the Trustee under this Agreement or otherwise.
SECTION 8.13 Suits for Enforcement.
In case a Servicer Event of Termination or other default by the Servicer or the Depositor hereunder shall occur and be continuing, the Trustee, shall, at the direction of the Majority Certificateholders or the NIMS Insurer, or may, proceed to protect and enforce its rights and the rights of the Certificateholders or the NIMS Insurer under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this Agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel, and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee, the NIMS Insurer and the Certificateholders.
SECTION 8.14 Waiver of Bond Requirement.
The Trustee shall be relieved of, and each Certificateholder hereby waives, any requirement of any jurisdiction in which the Trust, or any part thereof, may be located that the Trustee post a bond or other surety with any court, agency or body whatsoever.
SECTION 8.15 Waiver of Inventory, Accounting and Appraisal Requirement.
The Trustee shall be relieved of, and each Certificateholder hereby waives, any requirement of any jurisdiction in which the Trust, or any part thereof, may be located that the Trustee file any inventory, accounting or appraisal of the Trust with any court, agency or body at any time or in any manner whatsoever.
ARTICLE IX
REMIC ADMINISTRATION
SECTION 9.01 REMIC Administration.
(a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement. For the purposes of the REMIC elections in respect of the Trust Fund, (i) the REMIC 1 Regular Interests will represent the “regular interests” in REMIC 1, the Class R-1 Interest will constitute the sole class of “residual interests” in REMIC 1, (ii) the REMIC 2 Regular Interests will represent the “regular interests” in REMIC 2, the Class R-2 Interest will constitute the sole class of “residual interests” in REMIC 2, (iii) the REMIC 3 Regular Interests will represent the “regular interests” in REMIC 3, the Class R-3 Interest will constitute the sole class of “residual interests” in REMIC 3, (iv) the Class A Certificates, the Class M Certificates (exclusive of any right to receive distributions from the Net WAC Rate Carryover Reserve Account in respect of the Net WAC Rate Carryover Amount or the Swap Account or any obligation to make payments to the Swap Account), the Class C Interest, the Class IO Interest and the Class P Interest shall be designated as the “regular interests” in REMIC 4 and the Class R-4 Interest will constitute the sole class of “residual interests” in REMIC 4, (v) the Class C Certificates (exclusive of any obligation to make payments to the Net WAC Rate Carryover Reserve Account in respect of the Net WAC Rate Carryover Amount) will represent ownership of “regular interests” in REMIC 5 and the Class R-5 Interest will constitute the sole class of “residual interests” in REMIC 5, (vi) the Class P Certificates will represent ownership of “regular interests” in REMIC 6 and the Class R-6 Interest will constitute the sole class of “residual interests” in REMIC 6, (vii) the REMIC 7 Regular Interest SWAP IO will represent ownership of “regular interests” in REMIC 7 and the Class R-7 Interest will constitute the sole class of “residual interests” in REMIC 7, (viii) the Class R Certificates will evidence ownership of the Class R-2 Interest, Class R-3 Interest and Class R-4 Interest and (ix) the Class R-X Certificates will evidence ownership of the Class R-5 Interest, the Class R-6 Interest and the Class R-7 Interest. The Securities Administrator and the Trustee shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code) in any REMIC created hereunder other than (a) the REMIC 1 Regular Interests, the REMIC 2 Regular Interests, the REMIC 3 Regular Interests, the REMIC 4 Regular Interests, the REMIC 5 Regular Interests, the REMIC 6 Regular Interests or the REMIC 7 Regular Interests, the ownership of which is represented by the Class A Certificates, the Class M Certificates, the REMIC 7 Regular Interest SWAP IO, the Class C Certificates and the Class P Certificates and (b) the Class R-2 Interest, the Class R-3 Interest, the Class R-4 Interest, the Class R-5 Interest, the Class R-6 Interest and the Class R-7 Interest. The Securities Administrator will apply for an Employee Identification Number from the IRS via form SS-4 or any other acceptable method for each Trust REMIC
(b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code.
(c) The Trustee shall pay any and all expenses relating to any tax audit of any REMIC (including, but not limited to, any professional fees or any administrative or judicial proceedings with respect to any Trust REMIC that involve the Internal Revenue Service or state tax authorities), including the expense of obtaining any tax related Opinion of Counsel. The Trustee shall be entitled to reimbursement of expenses incurred pursuant to this Section 9.01(c) to the extent provided in Section 8.05.
(d) The Trustee shall prepare, sign and file, all of the REMICs’ federal and state tax and information returns (including Form 8811) as the direct representative each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Trustee.
(e) The Holder of the Class R Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the related “Tax Matters Person”) with respect to REMIC 1, REMIC 2, REMIC 3 and REMIC 4 and shall act as Tax Matters Person for REMIC 1, REMIC 2, REMIC 3 and REMIC 4. The Holder of the Class R-X Certificate at any time holding the largest Percentage Interest thereof shall be the Tax Matters Person with respect to REMIC 5, REMIC 6 and REMIC 7 and shall act as Tax Matters Person for REMIC 5, REMIC 6 and REMIC 7. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust.
(f) The Trustee, the Servicer and the Holders of Certificates shall take any action or cause the REMIC to take any action necessary to create or maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee, the Servicer nor the Holder of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”) unless the Trustee, the NIMS Insurer and the Servicer have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, the NIMS Insurer and the Servicer, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee, the NIMS Insurer or the Servicer has advised it in writing that an Adverse REMIC Event could occur.
(g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to Holders of regular interests in the related REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC is domiciled in the State of California for state tax purposes by virtue of the location of the Servicer, the Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination, in the event that the Holder of the related Residual Certificate fails to pay such taxes, if any, when imposed.
(h) The Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis.
(i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans.
(j) Neither the Trustee nor the Servicer shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services.
(k) On or before April 15 of each calendar year beginning in 2007, the Servicer shall deliver to the NIMS Insurer, the Trustee and each Rating Agency an Officers’ Certificate stating the Servicer’s compliance with the provisions of this Section 9.01.
(l) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities and shall complete the Form 8811.
SECTION 9.02 Prohibited Transactions and Activities.
Neither the Depositor, the Servicer nor the Trustee shall sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of any REMIC created hereunder pursuant to Article X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for any REMIC, nor sell or dispose of any investments in the Distribution Account for gain, nor accept any contributions to either REMIC after the Closing Date, unless it and the NIMS Insurer have received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (a) affect adversely the status of any REMIC created hereunder as a REMIC or of the interests therein other than the Residual Certificates as the regular interests therein, (b) affect the distribution of interest or principal on the Certificates, (c) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (d) cause any REMIC created hereunder to be subject to a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.
SECTION 9.03 Indemnification with Respect to Certain Taxes and Loss of REMIC Status.
(a) In the event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Servicer of its duties and obligations set forth herein, the Servicer shall indemnify the NIMS Insurer, the Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that the Servicer shall not be liable for any such Losses attributable to the action or inaction of the Trustee, the Depositor or the Holder of such Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Holder of such Residual Certificate on which the Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holder of such Residual Certificate now or hereafter existing at law or in equity. Notwithstanding the foregoing, however, in no event shall the Servicer have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders (in addition to payment of principal and interest on the Certificates).
(b) In the event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Trustee of its duties and obligations set forth herein, the Trustee shall indemnify the Trust Fund against any and all Losses resulting from such negligence; provided, however, that the Trustee shall not be liable for any such Losses attributable to the action or inaction of the Servicer, the Depositor or the Holder of such Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Holder of such Residual Certificate on which the Trustee has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holder of such Residual Certificate now or hereafter existing at law or in equity. Notwithstanding the foregoing, however, in no event shall the Trustee have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Trustee of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders (in addition to payment of principal and interest on the Certificates).
ARTICLE X
TERMINATION
SECTION 10.01 Termination.
(a) The respective obligations and responsibilities of the Servicer, the Depositor and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date and the obligation of the Servicer to send certain notices as hereinafter set forth) shall terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Terminator of the Mortgage Loans as described below and (iv) the Assumed Final Maturity Date as defined in the Preliminary Statement. Notwithstanding the foregoing, in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s, living on the date hereof.
The Servicer (in such context, the “Terminator”), may, at its option, terminate this Agreement on any date on which the aggregate Stated Principal Balance of the Mortgage Loans (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) on such date is equal to or less than 10% of the sum of (i) the aggregate Stated Principal Balance of the Initial Mortgage Loans on the Cut-off Date and (ii) the Original Pre-Funded Amounts, by purchasing, on the next succeeding Distribution Date, all of the outstanding Mortgage Loans and REO Properties at a price equal to the greater of (i) the Stated Principal Balance of the Mortgage Loans (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and the appraised value of the REO Properties and (ii) fair market value of the Mortgage Loans and REO Properties (as determined and as agreed upon in their good faith business judgment (determined as provided in the last sentence of this paragraph) as of the Close of Business on the third Business Day next preceding the date upon which notice of any such termination is furnished to the related Certificateholders pursuant to Section 10.01(c) by (x) the Terminator, (y) the Holders of a majority in Percentage Interest in the Class C Certificates and (z) if the Floating-Rate Certificates will not receive all amounts owed to it as a result of the termination, the Trustee (provided that if this clause (z) applies to such determination, such determination shall, notwithstanding anything to the contrary herein, be based solely upon an appraisal obtained as provided in the last sentence of this paragraph)), plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Distribution Date plus unreimbursed Servicing Advances, Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties, any accrued and unpaid Net WAC Rate Carryover Amounts and any Swap Termination Payment payable to the Swap Provider then remaining unpaid or which is due to the exercise of such option (the “Termination Price”); provided, however, such option may only be exercised if the Termination Price is sufficient to result in the payment of all interest accrued on, as well as amounts necessary to retire the principal balance of, each class of notes issued pursuant to the Indenture and any amounts owed to the NIMS Insurer (as it notifies the Trustee and Servicer in writing). If the determination of the fair market value of the Mortgage Loans and REO Properties shall be required to be made and agreed upon by the Terminator, the Holders of a majority in Percentage Interest in the Class C Certificates and the Trustee as provided in (ii) above in their good faith business judgment, such determination shall be based on an appraisal of the value of the Mortgage Loans and REO Properties conducted by an independent appraiser mutually agreed upon by the Terminator, the Holders of a majority in Percentage Interest in the Class C Certificates and the Trustee in their reasonable discretion, and (A) such appraisal shall be obtained at no expense to the Trustee and (B) notwithstanding anything to the contrary above, the Trustee may solely and conclusively rely on, and shall be protected in relying on, such appraisal in making such determination.
By acceptance of a Residual Certificate, the Holders of the Residual Certificates agree, in connection with any termination hereunder, to assign and transfer any amounts in excess of par, and to the extent received in respect of such termination, to pay any such amounts to the Holders of the Class C Certificates.
In connection with any such purchase pursuant to the preceding paragraph, the Terminator shall deposit in the Distribution Account all amounts then on deposit in the Collection Account, which deposit shall be deemed to have occurred immediately preceding such purchase.
Any such purchase shall be accomplished by deposit into the Distribution Account on the Determination Date before such Distribution Date of the Termination Price.
(b) Notice of any termination, specifying the Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee upon the Trustee receiving notice of such date from the Terminator, by letter to the Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (1) the Distribution Date upon which final distribution of the Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (2) the amount of any such final distribution and (3) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified.
(c) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Holders of the Certificates on the Distribution Date for such final distribution, in proportion to the Percentage Interests of their respective Class and to the extent that funds are available for such purpose, an amount equal to the amount required to be distributed to such Holders in accordance with the provisions of Section 4.01 for such Distribution Date. By acceptance of the Residual Certificates, the Holders of the Residual Certificates agree, in connection with any termination hereunder, to assign and transfer any amounts in excess of the par value of the Mortgage Loans, and to the extent received in respect of such termination, to pay any such amounts to the Holders of the Class C Certificates.
(d) In the event that all Certificateholders shall not surrender their Certificates for final payment and cancellation on or before such final Distribution Date, the Trustee shall promptly following such date cause all funds in the Distribution Account not distributed in final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by depositing such funds in a separate Servicing Account for the benefit of such Certificateholders, and the Servicer (if the Servicer has exercised its right to purchase the Mortgage Loans) or the Trustee (in any other case) shall give a second written notice to the remaining Certificateholders, to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Residual Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto, and the Trustee upon transfer of such funds shall be discharged of any responsibility for such funds, and the Certificateholders shall look to the Residual Certificateholders for payment.
(e) Upon a termination pursuant to this Section 10.01, the Trustee shall assign to the Terminator each of the representations and warranties made by the Originator and the Seller pursuant to the Master Agreement and the Assignment Agreement, without recourse, representation or warranty.
SECTION 10.02 Additional Termination Requirements.
(a) In the event that the Terminator exercises its purchase option as provided in Section 10.01, each REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee shall have been furnished with an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section will not (i) result in the imposition of taxes on “prohibited transactions” of the Trust as defined in Section 860F of the Code or (ii) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding:
(i) Within 90 days prior to the final Distribution Date, the Terminator shall adopt and the Trustee shall sign a plan of complete liquidation of each REMIC created hereunder meeting the requirements of a “Qualified Liquidation” under Section 860F of the Code and any regulations thereunder; and
(ii) At or after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Date, the Trustee shall sell all of the assets of the Trust Fund to the Terminator for cash pursuant to the terms of the plan of complete liquidation.
(b) By their acceptance of Certificates, the Holders thereof hereby agree to appoint the Trustee as their attorney in fact to: (i) adopt such a plan of complete liquidation (and the Certificateholders hereby appoint the Trustee as their attorney in fact to sign such plan) as appropriate and (ii) to take such other action in connection therewith as may be reasonably required to carry out such plan of complete liquidation all in accordance with the terms hereof.
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01 Amendment.
This Agreement may be amended from time to time by the Depositor, the Servicer and the Trustee with the consent of the NIMS Insurer and without the consent of the Certificateholders (i) to cure any ambiguity, (ii) to correct or supplement any provisions herein which may be defective or inconsistent with any other provisions herein or (iii) to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided that such action shall not, as evidenced by either (a) an Opinion of Counsel delivered to the Trustee or (b) written notice to the Depositor, the Servicer and the Trustee from each Rating Agency that such action will not result in the reduction or withdrawal of the rating of any outstanding Class of Certificates with respect to which it is a Rating Agency, adversely affect in any material respect the interests of any Certificateholder. 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 or Rating Agency confirmation shall be required to address the effect of any such amendment on any such consenting Certificateholder.
In addition, this Agreement may be amended from time to time by the Depositor, the Servicer and the Trustee with the consent of the NIMS Insurer, the Swap Provider and the Majority Certificateholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders of Certificates; provided, however, that no such amendment or waiver shall (x) reduce in any manner the amount of, or delay the timing of, payments on the Certificates or distributions which are required to be made on any Certificate without the consent of the Holder of such Certificate, (y) adversely affect in any material respect the interests of the Swap Provider or Holders of any Class of Certificates (as evidenced by either (i) an Opinion of Counsel delivered to the Trustee or (ii) written notice to the Depositor, the Servicer and the Trustee from each Rating Agency that such action will not result in the reduction or withdrawal of the rating of any outstanding Class of Certificates with respect to which it is a Rating Agency) in a manner other than as described in clause (x) above, without the consent of the Holders of Certificates of such Class evidencing at least a 66% Percentage Interest in such Class, or (z) reduce the percentage of Voting Rights required by clause (y) above without the consent of the Holders of all Certificates of such Class then outstanding. Upon approval of an amendment, a copy of such amendment shall be sent to the Rating Agencies.
Notwithstanding any provision of this Agreement to the contrary, the Trustee shall not consent to any amendment to this Agreement unless it shall have first received an Opinion of Counsel, delivered by (and at the expense of) the Person seeking such Amendment and satisfactory to the NIMS Insurer, to the effect that such amendment will not result in the imposition of a tax on any REMIC created hereunder constituting part of the Trust Fund pursuant to the REMIC Provisions or cause any REMIC created hereunder constituting part of the Trust to fail to qualify as a REMIC at any time that any Certificates are outstanding and that the amendment is being made in accordance with the terms hereof.
Notwithstanding any of the other provisions of this Section 11.01, none of the Depositor, the Servicer or the Trustee shall enter into any amendment to Section 4.05 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, at the expense of the Person that requested the amendment if such Person is the Servicer (but in no event at the expense of the Trustee), otherwise at the expense of the Trust, a copy of such amendment and the Opinion of Counsel referred to in the immediately preceding paragraph to the Servicer, the NIMS Insurer and each Rating Agency.
It shall not be necessary for the consent of Certificateholders under this Section 11.01 to approve the particular form of any proposed amendment; instead it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe.
The Trustee may, but shall not be obligated to, enter into any amendment pursuant to this Section 11.01 that affects its rights, duties and immunities under this Agreement or otherwise.
SECTION 11.02 Recordation of Agreement; Counterparts.
To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the expense of the Trust, but only upon direction of Certificateholders accompanied by an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.
SECTION 11.03 Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not (i) operate to terminate this Agreement or the Trust, (ii) entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, or (iii) otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.
Except as expressly provided for herein, no Certificateholder shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.
No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates entitled to at least 25% of the Voting Rights shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 15 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03 each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.
SECTION 11.04 Governing Law; Jurisdiction.
This Agreement shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. With respect to any claim arising out of this Agreement, each party irrevocably submits to the exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in The City of New York, and each party irrevocably waives any objection which it may have at any time to the laying of venue of any suit, action or proceeding arising out of or relating hereto brought in any such courts, irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum and further irrevocably waives the right to object, with respect to such claim, suit, action or proceeding brought in any such court, that such court does not have jurisdiction over such party, provided that service of process has been made by any lawful means.
SECTION 11.05 Notices.
All directions, demands and notices hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by first class mail, postage prepaid, by facsimile or by express delivery service, to (a) in the case of the Servicer, in the case of the Servicer, 1 Home Campus, Des Moines, IA 50328-0001, Attention: John B. Brown, MAC X 2302-33, (telecopy number: (515) 324-3118), with a copy to General Counsel, 1 Home Campus, Des Moines, IA 50328-0001, MAC X 2401-06T, (telecopy number: (515) 213-5192), or such other address or telecopy number as may hereafter be furnished to the Depositor and the Trustee in writing by the Servicer, (b) in the case of the Trustee, Deutsche Bank National Trust Company, 1761 East St. Andrew Place, Santa Ana, California 92705-4934, Attention: Trust Administration - GC06F3 (telecopy number: (714) 247-6329) and with respect to any notices, reports or other information to be sent to the Trustee pursuant to Section 4.07 by electronic mail, to DBSEC.notifications@DB.com, or such other address or telecopy number as may hereafter be furnished to the Depositor, the NIMS Insurer and the Servicer in writing by the Trustee (c) in the case of the Depositor, Financial Asset Securities Corp., 600 Steamboat Road, Greenwich, Connecticut 06830, Attention: Legal, or such other address as may be furnished to the Servicer, the NIMS Insurer and the Trustee in writing by the Depositor and (d) in the case of the NIMS Insurer, such address furnished to the Depositor, the Servicer and the Trustee in writing by the NIMS Insurer, or such other address or telecopy number as may hereafter be furnished to the Depositor, the Servicer and the Trustee in writing by the NIMS Insurer. Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register. Notice of any Servicer Event of Termination shall be given by telecopy and by certified mail. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have duly been given when mailed, whether or not the Certificateholder receives such notice. A copy of any notice required to be telecopied hereunder shall also be mailed to the appropriate party in the manner set forth above.
SECTION 11.06 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 11.07 Article and Section References.
All article and section references used in this Agreement, unless otherwise provided, are to articles and sections in this Agreement.
SECTION 11.08 Notice to the Rating Agencies and the NIMS Insurer.
(a) Each of the Trustee and the Servicer shall be obligated to use its best reasonable efforts promptly to provide notice to the Rating Agencies and the NIMS Insurer with respect to each of the following of which a Responsible Officer of the Trustee or Servicer, as the case may be, has actual knowledge:
(i) any material change or amendment to this Agreement;
(ii) the occurrence of any Servicer Event of Termination that has not been cured or waived;
(iii) the resignation or termination of the Servicer or the Trustee;
(iv) the final payment to Holders of the Certificates of any Class;
(v) any change in the location of any Account; and
(vi) if the Trustee is acting as successor Servicer pursuant to Section 7.02 hereof, any event that would result in the inability of the Trustee to make Advances.
(b) In addition, the Trustee shall promptly make available to each Rating Agency copies of each Statement to Certificateholders described in Sections 4.03 and 3.19 hereof and the Servicer shall promptly furnish to each Rating Agency copies of the following:
(i) each annual statement as to compliance described in Section 3.20 hereof;
(ii) each annual independent public accountants’ servicing report described in Section 3.21 hereof; and
(iii) each notice delivered pursuant to Section 7.01(a) hereof which relates to the fact that the Servicer has not made an Advance.
Any such notice pursuant to this Section 11.08 shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by first class mail, postage prepaid, or by express delivery service to (i) Fitch Ratings, 1 State Street Plaza, New York, New York 10004 and (ii) Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., 55 Water Street, 41st Floor, New York, NY 10041, Attention: Residential Mortgage Surveillance Group.
SECTION 11.09 Further Assurances.
Notwithstanding any other provision of this Agreement, neither the Regular Certificateholders nor the Trustee shall have any obligation to consent to any amendment or modification of this Agreement unless they have been provided reasonable security or indemnity against their out-of-pocket expenses (including reasonable attorneys’ fees) to be incurred in connection therewith.
SECTION 11.10 Third Party Rights.
The NIMS Insurer and the Swap Provider shall each be deemed 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.
SECTION 11.11 Benefits of Agreement.
Nothing in this Agreement or in the Certificates, expressed or implied, shall give to any Person, other than the Certificateholders, the NIMS Insurer and the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Agreement.
SECTION 11.12 Acts of Certificateholders.
(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by the Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by agent duly appointed in writing, and such action shall become effective when such instrument or instruments are delivered to the Trustee and the Servicer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “act” of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee and the Trust, if made in the manner provided in this Section 11.11.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Whenever such execution is by a signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority.
(c) Any request, demand, authorization, direction, notice, consent, waiver or other action by any Certificateholder shall bind every future Holder of such Certificate and the Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee or the Trust in reliance thereon, whether or not notation of such action is made upon such Certificate.
SECTION 11.13 Intention of the Parties and Interpretation.
Each of the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21 and 4.07 of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB promulgated by the SEC under the 1934 Act (17 C.F.R. §§ 229.1100-229.1123), as such may be amended from time to time and subject to clarification and interpretive advice as may be issued by the staff of the SEC from time to time. Therefore, each of the parties agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB, (c) the parties shall comply with requests made by the Depositor for delivery of additional or different information as the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB, and (d) no amendment of this Agreement shall be required to effect any such changes in the parties’ obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB.
IN WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized, all as of the day and year first above written.
| FINANCIAL ASSET SECURITIES CORP., |
| as Depositor |
| |
| By: __/s/ Ara Balabanian_______________ |
| Name: Ara Balabanian |
| Title: Vice President |
| |
| WELLS FARGO BANK, N.A.., |
| as Servicer |
| |
| By: __/s/ Laurie McGoogan_____________ |
| Name: Laurie McGoogan |
| Title: Vice President |
| |
| DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee |
| |
| By: __/s/ Barbara Campbell_____________ |
| Name: Barbara Campbell |
| Title: Vice President |
| |
| By: __/s/ Melissa Wilman_______________ |
| Name: Melissa Wilman |
| Title: Vice President |
STATE OF CONNECTICUT | ) |
| ) ss.: |
COUNTY OF | ) |
On the ____ day of October, 2006 before me, a notary public in and for said State, personally appeared ___________________known to me to be a ____________________ of Financial Asset Securities Corp., a Delaware corporation that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
_____________________________
Notary Public
STATE OF | ) |
| ) ss.: |
COUNTY OF | ) |
On the____ day of October, 2006 before me, a notary public in and for said State, personally appeared ________________________known to me to be a ___________________ of Wells Fargo Bank, N.A., a corporation that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
_____________________________
Notary Public
STATE OF CALIFORNIA | ) |
| ) ss.: |
COUNTY OF ORANGE | ) |
On the ___ day of October, 2006 before me, a notary public in and for said State, personally appeared_______________________, known to me to be a(n)________________________ and ________________________, known to me to be a(n) ________________________of Deutsche Bank National Trust Company, one of the entities that executed the within instrument, and also known to me to be the person who executed it on behalf of said association, 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
EXHIBIT A-1
FORM OF CLASS I-A-1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
PRIOR TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
Certificate No. | : | 1 |
Cut-off Date | : | September 1, 2006 |
First Distribution Date | : | October 25, 2006 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) | : | $ 527,107,000.00 |
Original Class Certificate Principal Balance of this Class | : | $ 527,107,000.00 |
Percentage Interest | : | 100% |
Pass-Through Rate | : | Variable |
CUSIP | : | 35729M AA 5 |
Class | : | I-A-1 |
Assumed Maturity Date | : | February 2037 |
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
Series 2006-3
CLASS I-A-1
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first lien adjustable rate and fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class I-A-1 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class I-A-1 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class I-A-1 Certificate (obtained by dividing the Denomination of this Class I-A-1 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor, Wells Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class I-A-1 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class I-A-1 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this Class I-A-1 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class I-A-1 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October __, 2006
| FREMONT HOME LOAN TRUST 2006-3 DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee |
| | |
| By: | |
This is one of the Certificates referenced
in the within-mentioned Agreement
By:__________________________________________
Authorized Signatory of
Deutsche Bank National Trust Company,
as Trustee
[Reverse of Class I-A-1 Certificate]
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
SERIES 2006-3
This Certificate is one of a duly authorized issue of Certificates designated as Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
Prior to the termination of the Supplemental Interest Trust, any transferee of this Certificate shall be deemed to have made the representation in Section 5.02(d) of the Agreement.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicer and the Trustee and any agent of the Depositor, the Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicer or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in February 2037.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name, 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.
DISTRIBUTION INSTRUCTIONS
Distributions shall be made, by wire transfer or otherwise, in immediately available funds |
to | | , |
for the account of | | , |
account number___________, or, if mailed by check, to | | , |
Applicable statements should be mailed to | | , |
| . |
| |
This information is provided by | | , |
the assignee named above, or | | , |
as its agent. | | |
EXHIBIT A-2
FORM OF CLASS II-A-1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
PRIOR TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
Certificate No. | : | 1 |
Cut-off Date | : | September 1, 2006 |
First Distribution Date | : | October 25, 2006 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) | : | $ 378,670,000.00 |
Original Class Certificate Principal Balance of this Class | : | $ 378,670,000.00 |
Percentage Interest | : | 100% |
Pass-Through Rate | : | Variable |
CUSIP | : | 35729M AB 3 |
Class | : | II-A-1 |
Assumed Maturity Date | : | February 2037 |
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
Series 2006-3
CLASS II-A-1
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first lien adjustable rate and fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class II-A-1 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class II-A-1 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class II-A-1 Certificate (obtained by dividing the Denomination of this Class II-A-1 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor, Wells Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class II-A-1 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class II-A-1 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this Class II-A-1 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class II-A-1 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October __, 2006
| FREMONT HOME LOAN TRUST 2006-3 DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee |
| | |
| By: | |
This is one of the Certificates referenced
in the within-mentioned Agreement
By:__________________________________________
Authorized Signatory of
Deutsche Bank National Trust Company,
as Trustee
[Reverse of Class II-A-1 Certificate]
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
SERIES 2006-3
This Certificate is one of a duly authorized issue of Certificates designated as Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
Prior to the termination of the Supplemental Interest Trust, any transferee of this Certificate shall be deemed to have made the representation in Section 5.02(d) of the Agreement.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicer and the Trustee and any agent of the Depositor, the Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicer or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in February 2037.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name, 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.
DISTRIBUTION INSTRUCTIONS
Distributions shall be made, by wire transfer or otherwise, in immediately available funds |
to | | , |
for the account of | | , |
account number___________, or, if mailed by check, to | | , |
Applicable statements should be mailed to | | , |
| . |
| |
This information is provided by | | , |
the assignee named above, or | | , |
as its agent. | | |
EXHIBIT A-3
FORM OF CLASS II-A-2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
PRIOR TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
Certificate No. | : | 1 |
Cut-off Date | : | September 1, 2006 |
First Distribution Date | : | October 25, 2006 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) | : | $ 156,070,000.00 |
Original Class Certificate Principal Balance of this Class | : | $ 156,070,000.00 |
Percentage Interest | : | 100% |
Pass-Through Rate | : | Variable |
CUSIP | : | 35729M AC 1 |
Class | : | II-A-2 |
Assumed Maturity Date | : | February 2037 |
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
Series 2006-3
CLASS II-A-2
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first lien adjustable rate and fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class II-A-2 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class II-A-2 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class II-A-2 Certificate (obtained by dividing the Denomination of this Class II-A-2 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor, Wells Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class II-A-2 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class II-A-2 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this Class II-A-2 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class II-A-2 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October __, 2006
| FREMONT HOME LOAN TRUST 2006-3 DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee |
| | |
| By: | |
This is one of the Certificates referenced
in the within-mentioned Agreement
By:__________________________________________
Authorized Signatory of
Deutsche Bank National Trust Company,
as Trustee
[Reverse of Class II-A-2 Certificate]
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
SERIES 2006-3
This Certificate is one of a duly authorized issue of Certificates designated as Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
Prior to the termination of the Supplemental Interest Trust, any transferee of this Certificate shall be deemed to have made the representation in Section 5.02(d) of the Agreement.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicer and the Trustee and any agent of the Depositor, the Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicer or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in February 2037.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name, 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.
DISTRIBUTION INSTRUCTIONS
Distributions shall be made, by wire transfer or otherwise, in immediately available funds |
to | | , |
for the account of | | , |
account number___________, or, if mailed by check, to | | , |
Applicable statements should be mailed to | | , |
| . |
| |
This information is provided by | | , |
the assignee named above, or | | , |
as its agent. | | |
EXHIBIT A-4
FORM OF CLASS II-A-3 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
PRIOR TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
Certificate No. | : | 1 |
Cut-off Date | : | September 1, 2006 |
First Distribution Date | : | October 25, 2006 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) | : | $ 160,500,000.00 |
Original Class Certificate Principal Balance of this Class | : | $ 160,500,000.00 |
Percentage Interest | : | 100% |
Pass-Through Rate | : | Variable |
CUSIP | : | 35729M AD 9 |
Class | : | II-A-3 |
Assumed Maturity Date | : | February 2037 |
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
Series 2006-3
CLASS II-A-3
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first lien adjustable rate and fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class II-A-3 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class II-A-3 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class II-A-3 Certificate (obtained by dividing the Denomination of this Class II-A-3 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor, Wells Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class II-A-3 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class II-A-3 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this Class II-A-3 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class II-A-3 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October __, 2006
| FREMONT HOME LOAN TRUST 2006-3 DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee |
| | |
| By: | |
This is one of the Certificates referenced
in the within-mentioned Agreement
By:__________________________________________
Authorized Signatory of
Deutsche Bank National Trust Company,
as Trustee
[Reverse of Class II-A-3 Certificate]
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
SERIES 2006-3
This Certificate is one of a duly authorized issue of Certificates designated as Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
Prior to the termination of the Supplemental Interest Trust, any transferee of this Certificate shall be deemed to have made the representation in Section 5.02(d) of the Agreement.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicer and the Trustee and any agent of the Depositor, the Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicer or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the Principal Balance of the Original Mortgage Loans as of the Cut-off Date the Servicer may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in February 2037.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name, 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.
DISTRIBUTION INSTRUCTIONS
Distributions shall be made, by wire transfer or otherwise, in immediately available funds |
to | | , |
for the account of | | , |
account number___________, or, if mailed by check, to | | , |
Applicable statements should be mailed to | | , |
| . |
| |
This information is provided by | | , |
the assignee named above, or | | , |
as its agent. | | |
EXHIBIT A-5
FORM OF CLASS II-A-4 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
PRIOR TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
Certificate No. | : | 1 |
Cut-off Date | : | September 1, 2006 |
First Distribution Date | : | October 25, 2006 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) | : | $ 52,106,000.00 |
Original Class Certificate Principal Balance of this Class | : | $ 52,106,000.00 |
Percentage Interest | : | 100% |
Pass-Through Rate | : | Variable |
CUSIP | : | 35729M AE 7 |
Class | : | II-A-4 |
Assumed Maturity Date | : | February 2037 |
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
Series 2006-3
CLASS II-A-4
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first lien adjustable rate and fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class II-A-4 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class II-A-4 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class II-A-4 Certificate (obtained by dividing the Denomination of this Class II-A-4 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor, Wells Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class II-A-4 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class II-A-4 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this Class II-A-4 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class II-A-4 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October __, 2006
| FREMONT HOME LOAN TRUST 2006-3 DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee |
| | |
| By: | |
This is one of the Certificates referenced
in the within-mentioned Agreement
By:__________________________________________
Authorized Signatory of
Deutsche Bank National Trust Company,
as Trustee
[Reverse of Class II-A-4 Certificate]
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
SERIES 2006-3
This Certificate is one of a duly authorized issue of Certificates designated as Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
Prior to the termination of the Supplemental Interest Trust, any transferee of this Certificate shall be deemed to have made the representation in Section 5.02(d) of the Agreement.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicer and the Trustee and any agent of the Depositor, the Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicer or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in February 2037.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name, 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.
DISTRIBUTION INSTRUCTIONS
Distributions shall be made, by wire transfer or otherwise, in immediately available funds |
to | | , |
for the account of | | , |
account number___________, or, if mailed by check, to | | , |
Applicable statements should be mailed to | | , |
| . |
| |
This information is provided by | | , |
the assignee named above, or | | , |
as its agent. | | |
EXHIBIT A-6
FORM OF CLASS M-1 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. | : | 1 |
Cut-off Date | : | September 1, 2006 |
First Distribution Date | : | October 25, 2006 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) | : | $ 75,783,000.00 |
Original Class Certificate Principal Balance of this Class | : | $ 75,783,000.00 |
Percentage Interest | : | 100.00% |
Pass-Through Rate | : | Variable |
CUSIP | : | 35729M AF 4 |
Class | : | M-1 |
Assumed Maturity Date | : | February 2037 |
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
Series 2006-3
CLASS M-1
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first lien adjustable rate and fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-1 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-1 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-1 Certificate (obtained by dividing the Denomination of this Class M-1 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor, Wells Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-1 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-1 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Any transferee of this Certificate shall be deemed to have made the representation in Section 5.02(d) of the Agreement.
Reference is hereby made to the further provisions of this Class M-1 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-1 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October __, 2006
| FREMONT HOME LOAN TRUST 2006-3 DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee |
| | |
| By: | |
This is one of the Certificates referenced
in the within-mentioned Agreement
By:__________________________________________
Authorized Signatory of
Deutsche Bank National Trust Company,
as Trustee
[Reverse of Class M-1 Certificate]
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
SERIES 2006-3
This Certificate is one of a duly authorized issue of Certificates designated as Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicer and the Trustee and any agent of the Depositor, the Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicer or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in February 2037.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name, 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.
DISTRIBUTION INSTRUCTIONS
Distributions shall be made, by wire transfer or otherwise, in immediately available funds |
to | | , |
for the account of | | , |
account number___________, or, if mailed by check, to | | , |
Applicable statements should be mailed to | | , |
| . |
| |
This information is provided by | | , |
the assignee named above, or | | , |
as its agent. | | |
EXHIBIT A-7
FORM OF CLASS M-2 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES AND THE CLASS M-1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. | : | 1 |
Cut-off Date | : | September 1, 2006 |
First Distribution Date | : | October 25, 2006 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) | : | $ 64,375,000.00 |
Original Class Certificate Principal Balance of this Class | : | $ 64,375,000.00 |
Percentage Interest | : | 100.00% |
Pass-Through Rate | : | Variable |
CUSIP | : | 35729M AG 2 |
Class | : | M-2 |
Assumed Maturity Date | : | February 2037 |
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
Series 2006-3
CLASS M-2
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first lien adjustable rate and fixed rate mortgage loans (the “Mortgage Loans���)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-2 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-2 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-2 Certificate (obtained by dividing the Denomination of this Class M-2 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor, Wells Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-2 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-2 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Any transferee of this Certificate shall be deemed to have made the representation in Section 5.02(d) of the Agreement.
Reference is hereby made to the further provisions of this Class M-2 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-2 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October __, 2006
| FREMONT HOME LOAN TRUST 2006-3 DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee |
| | |
| By: | |
This is one of the Certificates referenced
in the within-mentioned Agreement
By:__________________________________________
Authorized Signatory of
Deutsche Bank National Trust Company,
as Trustee
[Reverse of Class M-2 Certificate]
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
SERIES 2006-3
This Certificate is one of a duly authorized issue of Certificates designated as Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicer and the Trustee and any agent of the Depositor, the Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicer or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in February 2037.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name, 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.
DISTRIBUTION INSTRUCTIONS
Distributions shall be made, by wire transfer or otherwise, in immediately available funds |
to | | , |
for the account of | | , |
account number___________, or, if mailed by check, to | | , |
Applicable statements should be mailed to | | , |
| . |
| |
This information is provided by | | , |
the assignee named above, or | | , |
as its agent. | | |
EXHIBIT A-8
FORM OF CLASS M-3 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS M-1 CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. | : | 1 |
Cut-off Date | : | September 1, 2006 |
First Distribution Date | : | October 25, 2006 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) | : | $ 30,150,000.00 |
Original Class Certificate Principal Balance of this Class | : | $ 30,150,000.00 |
Percentage Interest | : | 100.00% |
Pass-Through Rate | : | Variable |
CUSIP | : | 35729M AH 0 |
Class | : | M-3 |
Assumed Maturity Date | : | February 2037 |
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
Series 2006-3
CLASS M-3
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first lien adjustable rate and fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-3 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-3 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-3 Certificate (obtained by dividing the Denomination of this Class M-3 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor, Wells Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-3 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-3 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Any transferee of this Certificate shall be deemed to have made the representation in Section 5.02(d) of the Agreement.
Reference is hereby made to the further provisions of this Class M-3 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-3 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October __, 2006
| FREMONT HOME LOAN TRUST 2006-3 DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee |
| | |
| By: | |
This is one of the Certificates referenced
in the within-mentioned Agreement
By:__________________________________________
Authorized Signatory of
Deutsche Bank National Trust Company,
as Trustee
[Reverse of Class M-3 Certificate]
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
SERIES 2006-3
This Certificate is one of a duly authorized issue of Certificates designated as Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicer and the Trustee and any agent of the Depositor, the Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicer or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the Principal Balance of the Original Mortgage Loans as of the Cut-off Date the Servicer may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in February 2037.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name, 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.
DISTRIBUTION INSTRUCTIONS
Distributions shall be made, by wire transfer or otherwise, in immediately available funds |
to | | , |
for the account of | | , |
account number___________, or, if mailed by check, to | | , |
Applicable statements should be mailed to | | , |
| . |
| |
This information is provided by | | , |
the assignee named above, or | | , |
as its agent. | | |
EXHIBIT A-9
FORM OF CLASS M-4 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. | : | 1 |
Cut-off Date | : | September 1, 2006 |
First Distribution Date | : | October 25, 2006 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) | : | $ 28,520,000.00 |
Original Class Certificate Principal Balance of this Class | : | $ 28,520,000.00 |
Percentage Interest | : | 100.00% |
Pass-Through Rate | : | Variable |
CUSIP | : | 35729M AJ 6 |
Class | : | M-4 |
Assumed Maturity Date | : | February 2037 |
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
Series 2006-3
CLASS M-4
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first lien adjustable rate and fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-4 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-4 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-4 Certificate (obtained by dividing the Denomination of this Class M-4 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor, Wells Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-4 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-4 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Any transferee of this Certificate shall be deemed to have made the representation in Section 5.02(d) of the Agreement.
Reference is hereby made to the further provisions of this Class M-4 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-4 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October __, 2006
| FREMONT HOME LOAN TRUST 2006-3 DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee |
| | |
| By: | |
This is one of the Certificates referenced
in the within-mentioned Agreement
By:__________________________________________
Authorized Signatory of
Deutsche Bank National Trust Company,
as Trustee
[Reverse of Class M-4 Certificate]
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
SERIES 2006-3
This Certificate is one of a duly authorized issue of Certificates designated as Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicer and the Trustee and any agent of the Depositor, the Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicer or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in February 2037.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name, 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.
DISTRIBUTION INSTRUCTIONS
Distributions shall be made, by wire transfer or otherwise, in immediately available funds |
to | | , |
for the account of | | , |
account number___________, or, if mailed by check, to | | , |
Applicable statements should be mailed to | | , |
| . |
| |
This information is provided by | | , |
the assignee named above, or | | , |
as its agent. | | |
EXHIBIT A-10
FORM OF CLASS M-5 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES AND THE CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. | : | 1 |
Cut-off Date | : | September 1, 2006 |
First Distribution Date | : | October 25, 2006 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) | : | $ 26,076,000.00 |
Original Class Certificate Principal Balance of this Class | : | $ 26,076,000.00 |
Percentage Interest | : | 100.00% |
Pass-Through Rate | : | Variable |
CUSIP | : | 35729M AK 3 |
Class | : | M-5 |
Assumed Maturity Date | : | February 2037 |
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
Series 2006-3
CLASS M-5
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first lien adjustable rate and fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-5 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-5 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-5 Certificate (obtained by dividing the Denomination of this Class M-5 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor, Wells Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-5 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-5 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Any transferee of this Certificate shall be deemed to have made the representation in Section 5.02(d) of the Agreement.
Reference is hereby made to the further provisions of this Class M-5 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-5 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October __, 2006
| FREMONT HOME LOAN TRUST 2006-3 DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee |
| | |
| By: | |
This is one of the Certificates referenced
in the within-mentioned Agreement
By:__________________________________________
Authorized Signatory of
Deutsche Bank National Trust Company,
as Trustee
[Reverse of Class M-5 Certificate]
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
SERIES 2006-3
This Certificate is one of a duly authorized issue of Certificates designated as Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicer and the Trustee and any agent of the Depositor, the Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicer or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in February 2037.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name, 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.
DISTRIBUTION INSTRUCTIONS
Distributions shall be made, by wire transfer or otherwise, in immediately available funds |
to | | , |
for the account of | | , |
account number___________, or, if mailed by check, to | | , |
Applicable statements should be mailed to | | , |
| . |
| |
This information is provided by | | , |
the assignee named above, or | | , |
as its agent. | | |
EXHIBIT A-11
FORM OF CLASS M-6 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. | : | 1 |
Cut-off Date | : | September 1, 2006 |
First Distribution Date | : | October 25, 2006 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) | : | $ 24,446,000.00 |
Original Class Certificate Principal Balance of this Class | : | $ 24,446,000.00 |
Percentage Interest | : | 100.00% |
Pass-Through Rate | : | Variable |
CUSIP | : | 35729M AL 1 |
Class | : | M-6 |
Assumed Maturity Date | : | February 2037 |
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
Series 2006-3
CLASS M-6
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first lien adjustable rate and fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-6 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-6 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-6 Certificate (obtained by dividing the Denomination of this Class M-6 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor, Wells Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-6 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-6 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Any transferee of this Certificate shall be deemed to have made the representation in Section 5.02(d) of the Agreement.
Reference is hereby made to the further provisions of this Class M-6 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-6 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October __, 2006
| FREMONT HOME LOAN TRUST 2006-3 DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee |
| | |
| By: | |
This is one of the Certificates referenced
in the within-mentioned Agreement
By:__________________________________________
Authorized Signatory of
Deutsche Bank National Trust Company,
as Trustee
[Reverse of Class M-6 Certificate]
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
SERIES 2006-3
This Certificate is one of a duly authorized issue of Certificates designated as Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicer and the Trustee and any agent of the Depositor, the Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicer or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in February 2037.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name, 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.
DISTRIBUTION INSTRUCTIONS
Distributions shall be made, by wire transfer or otherwise, in immediately available funds |
to | | , |
for the account of | | , |
account number___________, or, if mailed by check, to | | , |
Applicable statements should be mailed to | | , |
| . |
| |
This information is provided by | | , |
the assignee named above, or | | , |
as its agent. | | |
EXHIBIT A-12
FORM OF CLASS M-7 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES AND THE CLASS M-6 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. | : | 1 |
Cut-off Date | : | September 1, 2006 |
First Distribution Date | : | October 25, 2006 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) | : | $ 17,112,000.00 |
Original Class Certificate Principal Balance of this Class | : | $ 17,112,000.00 |
Percentage Interest | : | 100.00% |
Pass-Through Rate | : | Variable |
CUSIP | : | 35729M AM 9 |
Class | : | M-7 |
Assumed Maturity Date | : | February 2037 |
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
Series 2006-3
CLASS M-7
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first lien adjustable rate and fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-7 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-7 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-7 Certificate (obtained by dividing the Denomination of this Class M-7 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor, Wells Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-7 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-7 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Any transferee of this Certificate shall be deemed to have made the representation in Section 5.02(d) of the Agreement.
Reference is hereby made to the further provisions of this Class M-7 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-7 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October __, 2006
| FREMONT HOME LOAN TRUST 2006-3 DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee |
| | |
| By: | |
This is one of the Certificates referenced
in the within-mentioned Agreement
By:__________________________________________
Authorized Signatory of
Deutsche Bank National Trust Company,
as Trustee
[Reverse of Class M-7 Certificate]
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
SERIES 2006-3
This Certificate is one of a duly authorized issue of Certificates designated as Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicer and the Trustee and any agent of the Depositor, the Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicer or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in February 2037.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name, 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.
DISTRIBUTION INSTRUCTIONS
Distributions shall be made, by wire transfer or otherwise, in immediately available funds |
to | | , |
for the account of | | , |
account number___________, or, if mailed by check, to | | , |
Applicable statements should be mailed to | | , |
| . |
| |
This information is provided by | | , |
the assignee named above, or | | , |
as its agent. | | |
EXHIBIT A-13
FORM OF CLASS M-8 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES AND THE CLASS M-7 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. | : | 1 |
Cut-off Date | : | September 1, 2006 |
First Distribution Date | : | October 25, 2006 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) | : | $ 14,668,000.00 |
Original Class Certificate Principal Balance of this Class | : | $ 14,668,000.00 |
Percentage Interest | : | 100.00% |
Pass-Through Rate | : | Variable |
CUSIP | : | 35729M AN 7 |
Class | : | M-8 |
Assumed Maturity Date | : | February 2037 |
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
Series 2006-3
CLASS M-8
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first lien adjustable rate and fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-8 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-8 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-8 Certificate (obtained by dividing the Denomination of this Class M-8 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor, Wells Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-8 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-8 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Any transferee of this Certificate shall be deemed to have made the representation in Section 5.02(d) of the Agreement.
Reference is hereby made to the further provisions of this Class M-8 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-8 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October __, 2006
| FREMONT HOME LOAN TRUST 2006-3 DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee |
| | |
| By: | |
This is one of the Certificates referenced
in the within-mentioned Agreement
By:__________________________________________
Authorized Signatory of
Deutsche Bank National Trust Company,
as Trustee
[Reverse of Class M-8 Certificate]
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
SERIES 2006-3
This Certificate is one of a duly authorized issue of Certificates designated as Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicer and the Trustee and any agent of the Depositor, the Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicer or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in February 2037.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name, 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.
DISTRIBUTION INSTRUCTIONS
Distributions shall be made, by wire transfer or otherwise, in immediately available funds |
to | | , |
for the account of | | , |
account number___________, or, if mailed by check, to | | , |
Applicable statements should be mailed to | | , |
| . |
| |
This information is provided by | | , |
the assignee named above, or | | , |
as its agent. | | |
EXHIBIT A-14
FORM OF CLASS M-9 CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES AND THE CLASS M-8 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. | : | 1 |
Cut-off Date | : | September 1, 2006 |
First Distribution Date | : | October 25, 2006 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) | : | $ 17,927,000.00 |
Original Class Certificate Principal Balance of this Class | : | $ 17,927,000.00 |
Percentage Interest | : | 100.00% |
Pass-Through Rate | : | Variable |
CUSIP | : | 35729M AP 2 |
Class | : | M-9 |
Assumed Maturity Date | : | February 2037 |
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
Series 2006-3
CLASS M-9
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first lien adjustable rate and fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-9 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-9 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-9 Certificate (obtained by dividing the Denomination of this Class M-9 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor, Wells Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-9 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-9 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable state securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trustee and the Depositor in writing the facts surrounding the transfer. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
Any transferee of this Certificate shall be deemed to have made the representation in Section 5.02(d) of the Agreement.
Reference is hereby made to the further provisions of this Class M-9 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-9 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October __, 2006
| FREMONT HOME LOAN TRUST 2006-3 DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee |
| | |
| By: | |
This is one of the Certificates referenced
in the within-mentioned Agreement
By:__________________________________________
Authorized Signatory of
Deutsche Bank National Trust Company,
as Trustee
[Reverse of Class M-9 Certificate]
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
SERIES 2006-3
This Certificate is one of a duly authorized issue of Certificates designated as Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicer and the Trustee and any agent of the Depositor, the Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicer or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in February 2037.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name, 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.
DISTRIBUTION INSTRUCTIONS
Distributions shall be made, by wire transfer or otherwise, in immediately available funds |
to | | , |
for the account of | | , |
account number___________, or, if mailed by check, to | | , |
Applicable statements should be mailed to | | , |
| . |
| |
This information is provided by | | , |
the assignee named above, or | | , |
as its agent. | | |
EXHIBIT A-15
FORM OF CLASS M-10 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES AND THE CLASS M-9 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE 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 SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”), EXCEPT IN ACCORDANCE WITH SECTION 5.02(D) OF THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON THAT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN REPRESENTATIONS AND UNDERTAKINGS SET FORTH IN THE AGREEMENT AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
Certificate No. | : | 1 |
Cut-off Date | : | September 1, 2006 |
First Distribution Date | : | October 25, 2006 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) | : | $ 24,446,000.00 |
Original Class Certificate Principal Balance of this Class | : | $ 24,446,000.00 |
Percentage Interest | : | 100.00% |
Pass-Through Rate | : | Variable |
CUSIP | : | 35729M AQ 0 |
Class | : | M-10 |
Assumed Maturity Date | : | February 2037 |
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
Series 2006-3
CLASS M-10
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first lien adjustable rate and fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-10 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-10 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-10 Certificate (obtained by dividing the Denomination of this Class M-10 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor, Wells Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-10 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-10 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable state securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trustee and the Depositor in writing the facts surrounding the transfer. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate shall be made 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 except in accordance with Section 5.02(d) of the Agreement.
Reference is hereby made to the further provisions of this Class M-10 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-10 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October __, 2006
| FREMONT HOME LOAN TRUST 2006-3 |
| DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee |
| By: | |
This is one of the Certificates referenced in the within-mentioned Agreement | |
By: | | |
| Authorized Signatory of Deutsche Bank National Trust Company, as Trustee | |
[Reverse of Class M-10 Certificate]
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
SERIES 2006-3
This Certificate is one of a duly authorized issue of Certificates designated as Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicer and the Trustee and any agent of the Depositor, the Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicer or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in February 2037.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name, 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.
DISTRIBUTION INSTRUCTIONS
Distributions shall be made, by wire transfer or otherwise, in immediately available funds |
to | | , |
for the account of | | , |
account number___________, or, if mailed by check, to | | , |
Applicable statements should be mailed to | | , |
| . |
| |
This information is provided by | | , |
the assignee named above, or | | , |
as its agent. | | |
EXHIBIT A-16
FORM OF CLASS C CERTIFICATES
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES AND THE MEZZANINE CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Certificate No. | : | 1 |
Cut-off Date | : | September 1, 2006 |
First Distribution Date | : | October 25, 2006 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) | : | $ 31,779,932.90 |
Original Class Certificate Principal Balance of this Class | : | $ 31,779,932.90 |
Percentage Interest | : | 100.00% |
Class | : | C |
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
Series 2006-3
CLASS C
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first lien adjustable rate and fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class C Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class C Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. is the registered owner of the Percentage Interest evidenced by this Class C Certificate (obtained by dividing the Denomination of this Class C Certificate by the Original Class Certificate Principal Balance) in certain distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor, Wells Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class C Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class C Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable state securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trustee and the Depositor in writing the facts surrounding the transfer. In the event that such a transfer is not to be made pursuant to Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor of an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act, which Opinion of Counsel shall not be obtained at the expense of the Trustee, the Servicer or the Depositor; or there shall be delivered to the Trustee and the Depositor a transferor certificate by the transferor and an investment letter shall be executed by the transferee. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(d) of the Agreement.
Reference is hereby made to the further provisions of this Class C Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class C Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October __, 2006
| FREMONT HOME LOAN TRUST 2006-3 DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee |
| | |
| By: | |
This is one of the Certificates referenced
in the within-mentioned Agreement
By:__________________________________________
Authorized Signatory of
Deutsche Bank National Trust Company,
as Trustee
[Reverse of Class C Certificate]
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
SERIES 2006-3
This Certificate is one of a duly authorized issue of Certificates designated as Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicer and the Trustee and any agent of the Depositor, the Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicer or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in February 2037.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name, 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.
DISTRIBUTION INSTRUCTIONS
Distributions shall be made, by wire transfer or otherwise, in immediately available funds |
to | | , |
for the account of | | , |
account number___________, or, if mailed by check, to | | , |
Applicable statements should be mailed to | | , |
| . |
| |
This information is provided by | | , |
the assignee named above, or | | , |
as its agent. | | |
EXHIBIT A-17
FORM OF CLASS P CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Certificate No. | : | 1 |
Cut-off Date | : | September 1, 2006 |
First Distribution Date | : | October 25, 2006 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) | : | $100.00 |
Original Class Certificate Principal Balance of this Class | : | $100.00 |
Percentage Interest | : | 100.00% |
Class | : | P |
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
Series 2006-3
CLASS P
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first lien adjustable rate and fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class P Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class P Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer, or the Trustee referred to below or any of their respective affiliates.
This certifies that GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. is the registered owner of the Percentage Interest evidenced by this Class P Certificate (obtained by dividing the Denomination of this Class P Certificate by the Original Class Certificate Principal Balance) in certain distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor, Wells Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class P Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class P Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
This Certificate does not have a pass-through rate and will be entitled to distributions only to the extent set forth in the Agreement.
No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable state securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trustee and the Depositor in writing the facts surrounding the transfer. In the event that such a transfer is not to be made pursuant to Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor of an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act, which Opinion of Counsel shall not be obtained at the expense of the Trustee, the Servicer or the Depositor; or there shall be delivered to the Trustee and the Depositor a transferor certificate by the transferor and an investment letter shall be executed by the transferee. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(d) of the Agreement.
Reference is hereby made to the further provisions of this Class P Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class P Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October __, 2006
| FREMONT HOME LOAN TRUST 2006-3 DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee |
| | |
| By: | |
This is one of the Certificates referenced
in the within-mentioned Agreement
By:__________________________________________
Authorized Signatory of
Deutsche Bank National Trust Company,
as Trustee
[Reverse of Class P Certificate]
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
SERIES 2006-3
This Certificate is one of a duly authorized issue of Certificates designated as Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicer and the Trustee and any agent of the Depositor, the Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicer or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in February 2037.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name, 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.
DISTRIBUTION INSTRUCTIONS
Distributions shall be made, by wire transfer or otherwise, in immediately available funds |
to | | , |
for the account of | | , |
account number___________, or, if mailed by check, to | | , |
Applicable statements should be mailed to | | , |
| . |
| |
This information is provided by | | , |
the assignee named above, or | | , |
as its agent. | | |
EXHIBIT A-18
FORM OF CLASS R CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
THIS CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Certificate No. | : | 1 |
Cut-off Date | : | September 1, 2006 |
First Distribution Date | : | October 25, 2006 |
Percentage Interest | : | 100.00% |
Class | : | R |
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
Series 2006-3
CLASS R
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting primarily of a pool of first lien adjustable rate and fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee referred to below or any of their respective affiliates.
This certifies that GREENWICH CAPITAL MARKETS, INC. is the registered owner of the Percentage Interest evidenced by this Certificate specified above in the interest represented by all Certificates of the Class to which this Certificate belongs in a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor, Wells Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
This Certificate does not have a principal balance or pass-through rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust will be made only upon presentment and surrender of this Certificate at the Office or the office or agency maintained by the Trustee.
No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable state securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trustee and the Depositor in writing the facts surrounding the transfer. In the event that such a transfer is not to be made pursuant to Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor of an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act, which Opinion of Counsel shall not be obtained at the expense of the Trustee, the Servicer or the Depositor; or there shall be delivered to the Trustee and the Depositor a transferor certificate by the transferor and an investment letter shall be executed by the transferee. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(d) of the Agreement.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Certificate must agree not to transfer an Ownership Interest in this Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee. Pursuant to the Agreement, The Trustee will provide the Internal Revenue Service and any pertinent persons with the information needed to compute the tax imposed under the applicable tax laws on transfers of residual interests to disqualified organizations, if any person other than a Permitted Transferee acquires an Ownership Interest on a Class R Certificate in violation of the restrictions mentioned above.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized officer of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October __, 2006
| FREMONT HOME LOAN TRUST 2006-3 DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee |
| | |
| By: | |
This is one of the Certificates referenced
in the within-mentioned Agreement
By:__________________________________________
Authorized Signatory of
Deutsche Bank National Trust Company,
as Trustee
[Reverse of Class R Certificate]
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
SERIES 2006-3
This Certificate is one of a duly authorized issue of Certificates designated as Fremont Home Loan Trust 2006-3 Asset-Backed Certificates, Series 2006-3 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicer and the Trustee and any agent of the Depositor, the Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicer or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in February 2037.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name, 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.
DISTRIBUTION INSTRUCTIONS
Distributions shall be made, by wire transfer or otherwise, in immediately available funds |
to | | , |
for the account of | | , |
account number___________, or, if mailed by check, to | | , |
Applicable statements should be mailed to | | , |
| . |
| |
This information is provided by | | , |
the assignee named above, or | | , |
as its agent. | | |
EXHIBIT A-19
FORM OF CLASS R-X CERTIFICATES
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
THIS CLASS R-X CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Certificate No. | : | 1 |
Cut-off Date | : | September 1, 2006 |
First Distribution Date | : | October 25, 2006 |
Percentage Interest | : | 100.00% |
Class | : | R-X |
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
Series 2006-3
CLASS R-X
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting primarily of a pool of first lien adjustable rate and fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer or the Trustee referred to below or any of their respective affiliates.
This certifies that GREENWICH CAPITAL MARKETS, INC. is the registered owner of the Percentage Interest evidenced by this Certificate specified above in the interest represented by all Certificates of the Class to which this Certificate belongs in a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor, Wells Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
This Certificate does not have a principal balance or pass-through rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust will be made only upon presentment and surrender of this Certificate at the Office or the office or agency maintained by the Trustee.
No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable state securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trustee and the Depositor in writing the facts surrounding the transfer. In the event that such a transfer is not to be made pursuant to Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor of an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act, which Opinion of Counsel shall not be obtained at the expense of the Trustee, the Servicer or the Depositor; or there shall be delivered to the Trustee and the Depositor a transferor certificate by the transferor and an investment letter shall be executed by the transferee. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(d) of the Agreement.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Certificate must agree not to transfer an Ownership Interest in this Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee. Pursuant to the Agreement, The Trustee will provide the Internal Revenue Service and any pertinent persons with the information needed to compute the tax imposed under the applicable tax laws on transfers of residual interests to disqualified organizations, if any person other than a Permitted Transferee acquires an Ownership Interest on a Class R-X Certificate in violation of the restrictions mentioned above.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized officer of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: October __, 2006
| FREMONT HOME LOAN TRUST 2006-3 DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity, but solely as Trustee |
| | |
| By: | |
This is one of the Certificates referenced
in the within-mentioned Agreement
By:__________________________________________
Authorized Signatory of
Deutsche Bank National Trust Company,
as Trustee
[Reverse of Class R-X Certificate]
Fremont Home Loan Trust 2006-3
Asset-Backed Certificates,
SERIES 2006-3
This Certificate is one of a duly authorized issue of Certificates designated as Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicer and the Trustee and any agent of the Depositor, the Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicer or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in February 2037.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name, 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.
DISTRIBUTION INSTRUCTIONS
Distributions shall be made, by wire transfer or otherwise, in immediately available funds |
to | | , |
for the account of | | , |
account number___________, or, if mailed by check, to | | , |
Applicable statements should be mailed to | | , |
| . |
| |
This information is provided by | | , |
the assignee named above, or | | , |
as its agent. | | |
EXHIBIT B
[RESERVED]
EXHIBIT C
FORM OF ASSIGNMENT AGREEMENT
SEE TABS 4 AND 5
ASSIGNMENT AND RECOGNITION AGREEMENT
THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated October 19, 2006, (“Agreement”) among Greenwich Capital Financial Products, Inc. (“Assignor”), Financial Asset Securities Corp. (“Assignee”) and Fremont Investment & Loan (the “Company”):
For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:
Assignment and Conveyance
1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of December 1, 2005, as amended (the “Purchase Agreement”), between the Assignor, as initial purchaser (the “Purchaser”), and the Company, as seller and interim servicer, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement.
The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement.
Recognition of the Company
2. From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to Fremont Home Loan Trust 2006-3 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of September 1, 2006 (the “Pooling Agreement”), among the Assignee, Wells Fargo Bank as servicer (effective January 1, 2007 and February 1, 2007) (including its successors in interest and any successor servicers under the Pooling Agreement, the “Servicer”) and Deutsche Bank National Trust Company, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust will be the owner of the Mortgage Loans, (ii) the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, (iii) the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase Agreement, including, without limitation, the enforcement of the document delivery requirements and remedies with respect to breaches of representations and warranties set forth in the Purchase Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and the Servicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase Agreement with respect to the Mortgage Loans without the prior written consent of the Trustee.
Representations and Warranties of the Company
3. The Company warrants and represents to the Assignor, the Assignee and the Trust as of the date hereof that:
(a) The Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;
(b) The Company has full power and authority to execute, deliver and perform its obligations under this Agreement and has full power and authority to perform its obligations under the Purchase Agreement. The execution by the Company of this Agreement is in the ordinary course of the Company’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Company’s charter or bylaws or any legal restriction, or any material agreement or instrument to which the Company is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Company or its property is subject. The execution, delivery and performance by the Company of this Agreement have been duly authorized by all necessary corporate action on part of the Company. This Agreement has been duly executed and delivered by the Company, and, upon the due authorization, execution and delivery by the Assignor and the Assignee, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;
(c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Company in connection with the execution, delivery or performance by the Company of this Agreement;
(d) There is no action, suit, proceeding or investigation pending or threatened against the Company, before any court, administrative agency or other tribunal, which would draw into question the validity of this Agreement or the Purchase Agreement, or which, either in any one instance or in the aggregate, would result in any material adverse change in the ability of the Company to perform its obligations under this Agreement or the Purchase Agreement, and the Company is solvent;
(e) With respect any Mortgage Loan originated on or after August 1, 2004, neither the related Mortgage nor the related Mortgage Note requires the borrower to submit to arbitration to resolve any dispute arising out of or relating in any way to the Mortgage Loan transaction; and
(f) No Mortgage Loan is a “high cost home”, “covered” (excluding home loans defined as “covered home loans” in the New Jersey Home Ownership Security Act of 2002 that were originated between November 26, 2003 and July 7, 2004), “high risk home” or “predatory” mortgage loan or any other comparable term, no matter how defined under any applicable federal, state or local law (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees).
4. Pursuant to Section 12 of the Purchase Agreement, the Company hereby represents and warrants, for the benefit of the Assignor, the Assignee and the Trust, that the representations and warranties set forth in Sections 7.01 and 7.02 of the Purchase Agreement, are true and correct as of the date hereof and as of the Closing Date (as defined in the Pooling Agreement) as if such representations and warranties were made on such date, except that the representation and warranty set forth in Section 7.02(a) shall, for purposes of this Agreement, relate to the Mortgage Loan Schedule attached hereto and except for the limitations and qualifications set forth on Schedule 1 hereto.
Section 7.04(a) of the Purchase Agreement is hereby deleted and replaced in its entirety with the following:
In the event that (i) the first Due Date for a Mortgage Loan is prior to the Cut-off Date (as defined in the Purchase Agreement) and the initial Monthly Payment is not made by the related Mortgagor within forty-five (45) days of such Due Date or (ii) the first Monthly Payment on any Mortgage Loan due following the Cut-off Date (as defined in the Purchase Agreement) is not made by the related Mortgagor within forty-five (45) days of the related Due Date (each such Mortgage Loan, an “EPD Mortgage Loan”) and (iii) either (A) such EPD Mortgage Loan becomes ninety (90) or more days delinquent at any time prior to the EPD Expiration Date (as defined below) or (B) such EPD Mortgage Loan is thirty (30) or more days delinquent on the business day immediately prior to the EPD Expiration Date, then such Mortgage Loan will be repurchased by the Company at the Repurchase Price (as defined in the Purchase Agreement); provided, however, with respect to the Mortgage Loans set forth on Schedule A, the Company shall only be required to repurchase EPD Mortgage Loans pursuant to this paragraph to the extent that the aggregate unpaid Principal Balance of the EPD Mortgage Loans exceeds 2.5% of the aggregate Principal Balance of the Mortgage Loans set forth on Schedule A, and then only to the extent of such excess. Notwithstanding the foregoing, the Company’s obligation to repurchase any such Mortgage Loan pursuant to this paragraph shall expire 120 days following the related Servicing Transfer Date (as defined in the Purchase Agreement) (the “EPD Expiration Date”).
5. The Assignor hereby makes the following representations and warranties as of the date hereof:
(a) Each Mortgage Loan at the time it was made complied in all material respects with applicable local, state, and federal laws, including, but not limited to, all applicable predatory and abusive lending laws;
(b) None of the mortgage loans are High Cost as defined by any applicable predatory and abusive lending laws; and
(c) No loan is a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the then current Standard & Poor’s LEVELS® Glossary which is now Version 5.6b Revised, Appendix E);
(d) No Mortgage Loans originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act;
(e) The original principal balance of each Group I Mortgage Loan is within Freddie Mac’s dollar amount limits for conforming one-to-four family mortgage loans; and
(f) No second lien Group I Mortgage Loan has an original principal balance that exceeds one-half of the one-unit limitation for first lien mortgage loans, i.e., $208,500 (in Alaska, Guam, Hawaii or Virgin Islands: $312,750), without regard to the number of units”; and
(g) The original principal balance of the first lien Group I Mortgage Loan plus the original principal balance of any second lien Group I Mortgage Loan relating to the same mortgaged property does not exceed the applicable Freddie Mac loan limit for first lien mortgage loans for that property type.
Remedies for Breach of Representations and Warranties
6. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 7.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein). In addition, the Company hereby acknowledges and agrees that any breach of the representations set forth in Section 7.02 (xliv(a)), (xliv(b)), (lviii), (xlvii), (lvi), (lxi) and (lxviii) of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans.
The Assignor hereby acknowledges and agrees that the remedies available to the Assignee and the Trust (including the Trustee and the Servicer acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Assignor set forth in Section 5 hereof shall be as set forth in Section 2.03 of the Pooling Agreement as if they were set forth herein. In addition, the Assignor hereby acknowledges and agrees that any breach of the representations set forth in Section 3(e) hereof shall be deemed to materially and adversely affect the value of the related mortgage loans or the interests of the Trust in the related mortgage loans.
In the event that the first Monthly Payment on any Mortgage Loan due to the Trust is not made within forty-five (45) days of the date on which such Monthly Payment was due, then such Mortgage Loan will be repurchased by the Originator at the Purchase Price (as defined in the Pooling and Servicing Agreement). Notwithstanding the foregoing, the Originator’s obligation to repurchase any such Mortgage Loan pursuant to this paragraph shall expire 120 days following the Closing Date.
Notwithstanding the foregoing, the Assignor may, at its option, satisfy any obligation of the Company with respect to any breach of representation and warranty made by the Company regarding the Mortgage Loans.
Miscellaneous
7. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
8. No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced, with the prior written consent of the Trustee.
9. This Agreement shall inure to the benefit of (i) the successors and assigns of the parties hereto and (ii) the Trust (including the Trustee and the Servicer acting on the Trust’s behalf). Any entity into which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed Assignor, Assignee or Company, respectively, hereunder.
10. Each of this Agreement and the Purchase Agreement shall survive the conveyance of the Mortgage Loans and the assignment of the Purchase Agreement (to the extent assigned hereunder) by Assignor to Assignee and by Assignee to the Trust and nothing contained herein shall supersede or amend the terms of the Purchase Agreement.
11. This Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original and all such counterparts shall constitute one and the same instrument.
12. In the event that any provision of this Agreement conflicts with any provision of the Purchase Agreement with respect to the Mortgage Loans, the terms of this Agreement shall control.
13. Capitalized terms used in this Agreement (including the exhibits hereto) but not defined in this Agreement shall have the meanings given to such terms in the Purchase Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the date first above written.
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| GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. |
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| By: | |
| Name: |
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| Title: | |
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| FINANCIAL ASSET SECURITIES CORP. |
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| By: | |
| Name: |
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| Title: | |
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| FREMONT INVESTMENT & LOAN |
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| By: | |
| Name: |
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| Title: | |
EXHIBIT A
Mortgage Loan Schedule
SCHEDULE 1
Representations and Warranties
Capitalized terms used in this Schedule 1 but not defined in this Agreement shall have the meanings given to such terms in the Purchase Agreement.
1. | The information set forth in the related Mortgage Loan Schedule is complete, true and correct; |
2. | The Mortgage Loan is in compliance with all requirements set forth in the related Confirmation, and the characteristics of the related Mortgage Loan Package as set forth in the related Confirmation are true and correct; provided, however, that in the event of any conflict between the terms of any Confirmation and this Agreement, the terms of this Agreement shall control; |
3. | All payments required to be made up to the close of business on the 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; no Mortgage Loan is thirty (30) or more days delinquent as of the Closing Date and, except as set forth on the related Assignment and Conveyance, 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; |
4. | To the best of the Seller’s knowledge, there are no delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, including assessments payable in future installments or other outstanding charges affecting the related Mortgaged Property; |
5. | The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments, recorded in the applicable public recording office if necessary to maintain the lien priority of the Mortgage, and which have been delivered to the Custodian; the substance of any such waiver, alteration or modification has been approved by the title insurer, to the extent required by the related policy, and is reflected on the related Mortgage Loan Schedule. No instrument of waiver, alteration or modification has been executed, and no Mortgagor has been released, in whole or in part, except in connection with an assumption agreement approved by the title insurer, to the extent required by the policy, and which assumption agreement has been delivered to the Custodian and the terms of which are reflected in the related Mortgage Loan Schedule; |
6. | 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. Each Prepayment Charge or penalty with respect to any Mortgage Loan is permissible, enforceable and collectible under applicable federal, state and local law; |
7. | All buildings upon the Mortgaged Property are insured by a Qualified Insurer acceptable to prudent lenders in the secondary mortgage market against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located, pursuant to insurance policies providing coverage in an amount not less than the greatest of (i) 100% of the replacement cost of all improvements to the Mortgaged Property, (ii) either (A) the outstanding principal balance of the Mortgage Loan with respect to each first lien Mortgage Loan or (B) with respect to each second lien Mortgage Loan, the sum of the outstanding principal balance of the related first lien mortgage loan and the outstanding principal balance of the second lien Mortgage Loan, or (iii) the amount necessary to avoid the operation of any co-insurance provisions with respect to the Mortgaged Property, and consistent with the amount that would have been required as of the date of origination in accordance with the Underwriting Guidelines. 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 is generally acceptable to prudent lenders in the secondary mortgage market. 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; |
8. | Any and all requirements of any federal, state or local law including, without limitation, usury, truth in lending, real estate settlement procedures, predatory and abusive lending, consumer credit protection, equal credit opportunity, fair housing or disclosure laws applicable to the origination and servicing of mortgage loans of a type similar to the Mortgage Loans and applicable to any prepayment penalty associated with the Mortgage Loans at origination have been complied with; |
9. | 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; |
10. | The Mortgage (including any Negative Amortization which may arise thereunder) is a valid, existing and enforceable (A) first lien and first priority security interest with respect to each Mortgage Loan which is indicated by the Seller to be a first lien (as reflected on the Mortgage Loan Schedule), or (B) second lien and second priority security interest with respect to each Mortgage Loan which is indicated by the Seller to be a second lien (as reflected on the Mortgage Loan Schedule), in either case, on the Mortgaged Property, including all improvements on the Mortgaged Property subject only to (a) the lien of current real property taxes and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording being acceptable to mortgage lending institutions generally and specifically referred to in the lender's title insurance policy delivered to the originator of the Mortgage Loan and which do not adversely affect the Appraised Value of the Mortgaged Property, (c) with respect to each Mortgage Loan which is indicated by the Seller to be a second lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) a first lien on the Mortgaged Property; and (d) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, existing and enforceable first or second lien and first or second priority security interest (in each case, as indicated on the Mortgage Loan Schedule) on the property described therein and the Seller has full right to sell and assign the same to the Purchaser. The Mortgaged Property was not, as of the date of origination of the Mortgage Loan, subject to a mortgage, deed of trust, deed to secure debt or other security instrument creating a lien subordinate to the lien of the Mortgage; |
11. | 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; |
12. | 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; |
13. | 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; |
14. | 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; |
15. | 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; |
16. | 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) acceptable to Fannie Mae and Freddie Mac, issued by a title insurer acceptable to prudent lenders in the secondary mortgage market and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in (x)(a) and (b), and with respect to any second lien Mortgage Loan (c), above) the Seller, its successors and assigns as to the first or second priority lien (as indicated on the Mortgage Loan Schedule) of the Mortgage in the original principal amount of the Mortgage Loan (including, if the Mortgage Loan provides for Negative Amortization, the maximum amount of Negative Amortization in accordance with the Mortgage) and, with respect to any Adjustable Rate Mortgage Loan, against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly Payment and Negative Amortization provisions of the Mortgage Note. Additionally, such lender's title insurance policy affirmatively insures ingress and egress to and from the Mortgaged Property, and against encroachments by or upon the Mortgaged Property or any interest therein. The Seller 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; |
17. | Other than payment delinquencies of less than one calendar month, 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) other than payment delinquencies of less than one calendar month, there is no default, breach, violation or event of acceleration existing under such first lien mortgage or the related mortgage note, (iii) no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration thereunder, (iv) either (A) the first lien mortgage contains a provision which allows or (B) applicable law requires, the mortgagee under the second lien Mortgage Loan to receive notice of, and affords such mortgagee an opportunity to cure any default by payment in full or otherwise under the first lien mortgage, (v) the related first lien does not provide for or permit negative amortization under such first lien Mortgage Loan, and (vi) either no consent for the Mortgage Loan is required by the holder of the first lien or such consent has been obtained and is contained in the Mortgage File; |
18. | As of the date of origination of the Mortgage Loan and to the best of the Seller’s knowledge as of the Closing Date, except as insured against by the related title insurance policy, 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; |
19. | All improvements which were considered in determining the Appraised Value of the related Mortgaged Property lay wholly within the boundaries and building restriction lines of the Mortgaged Property, and no improvements on adjoining properties encroach upon the Mortgaged Property; |
20. | The Mortgage Loan was originated by the Seller or by a savings and loan association, a savings bank, a commercial bank or similar banking institution which is supervised and examined by a federal or state authority, or by a mortgagee approved as such by the Secretary of HUD; |
21. | Principal payments on the Mortgage Loan commenced no more than sixty (60) days after the proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest at the Mortgage Interest Rate. With respect to each Mortgage Loan which is not a Negative Amortization Loan, the Mortgage Note is payable on the first or fifteenth day of each month in Monthly Payments, which, in the case of a Fixed Rate Mortgage Loans, are sufficient to fully amortize the original principal balance over the original term thereof (other than with respect to a Mortgage Loan identified on the related Mortgage Loan Schedule as an interest-only Mortgage Loan during the interest-only period or a Mortgage Loan which is identified on the related Mortgage Loan Schedule as a Balloon Mortgage Loan) and to pay interest at the related Mortgage Interest Rate, and, in the case of an Adjustable Rate Mortgage Loan, are changed on each Adjustment Date, and in any case, are sufficient to fully amortize the original principal balance over the original term thereof (other than with respect to a Mortgage Loan identified on the related Mortgage Loan Schedule as an interest-only Mortgage Loan during the interest-only period or a Mortgage Loan which is identified on the related Mortgage Loan Schedule as a Balloon Mortgage Loan) and to pay interest at the related Mortgage Interest Rate. With respect to each Negative Amortization Mortgage Loan, the related Mortgage Note requires a Monthly Payment which is sufficient during the period following each Payment Adjustment Date, to fully amortize the outstanding principal balance as of the first day of such period (including any Negative Amortization) over the then remaining term of such Mortgage Note and to pay interest at the related Mortgage Interest Rate; provided, that the Monthly Payment shall not increase to an amount that exceeds 107.5% of the amount of the Monthly Payment that was due immediately prior to the Payment Adjustment Date; provided, further, that the payment adjustment cap shall not be applicable with respect to the adjustment made to the Monthly Payment that occurs in a year in which the Mortgage Loan has been outstanding for a multiple of five (5) years and in any such year the Monthly Payment shall be adjusted to fully amortize the Mortgage Loan over the remaining term. With respect to each Mortgage Loan identified on the Mortgage Loan Schedule as an interest-only Mortgage Loan, the interest-only period shall not exceed ten (10) years (or such other period specified on the Mortgage Loan Schedule) and following the expiration of such interest-only period, the remaining Monthly Payments shall be sufficient to fully amortize the original principal balance over the remaining term of the Mortgage Loan and to pay interest at the related Mortgage Interest Rate. With respect to each Balloon Mortgage 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 Interest 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 Mortgage Loan as the Due Date of such monthly payment. The Index for each Adjustable Rate Mortgage Loan is as set forth on the Mortgage Loan Schedule. No Mortgage Loan is a Convertible Mortgage Loan. No Balloon Mortgage Loan has an original stated maturity of less than seven (7) years; |
22. | The origination, servicing and collection practices used with respect to each Mortgage Note and Mortgage including, without limitation, the establishment, maintenance and servicing of the Escrow Accounts and Escrow Payments, if any, since origination, have been in all respects legal, proper, prudent and customary in the mortgage origination and servicing industry. The Mortgage Loan has been serviced by the Seller and any predecessor servicer in accordance with the terms of the Mortgage Note and Accepted Servicing Practices. 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; |
23. | To the best of the Seller’s knowledge, the Mortgaged Property is free of damage and waste and there is no proceeding pending for the total or partial condemnation thereof; |
24. | 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. The Mortgaged Property is not subject to any bankruptcy proceeding or foreclosure proceeding and the Mortgagor is not subject to 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. 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; |
25. | The Mortgage Loan was underwritten in accordance with the Underwriting Guidelines in effect at the time the Mortgage Loan was originated; and the Mortgage Note and Mortgage are on forms acceptable to Fannie Mae and Freddie Mac; |
26. | The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage on the Mortgaged Property and the security interest of any applicable security agreement or chattel mortgage referred to in (x) above; |
27. | The Mortgage File contains an appraisal of the related Mortgaged Property which satisfied the standards of FIRREA, was on appraisal form 1004 or form 2055 with an interior inspection and was made and signed, prior to the approval of the Mortgage Loan application, by a qualified appraiser, duly appointed by the Seller, who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof, whose compensation is not affected by the approval or disapproval of the Mortgage Loan and who satisfied the standards of FIRREA. Each appraisal of the Mortgage Loan was made in accordance with the relevant provisions of FIRREA; |
28. | 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; |
29. | 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; |
30. | The Mortgagor has executed a statement to the effect that the Mortgagor has received all disclosure materials required by applicable law with respect to the making of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans and rescission materials with respect to Refinanced Mortgage Loans, and such statement is and will remain in the Mortgage File; |
31. | 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; |
32. | Taking into account the credit standing of the related Mortgagors and the Underwriting Guidelines under which the Mortgage Loans were originated, the Seller has no knowledge of any circumstances or condition with respect to the Mortgage, the Mortgaged Property or the Mortgagor that can reasonably be expected to cause the Mortgage Loan to become delinquent or adversely affect the value of the Mortgage Loan as compared to other mortgage loans in the Seller’s portfolio meeting the requirements of the Agreement and the related Confirmation; |
33. | No Mortgage Loan had an LTV or a CLTV at origination in excess of 100%. No Mortgage Loan is subject to a lender paid primary mortgage insurance policy; |
34. | As of the date of origination of the Mortgage Loan and to the best of the Seller’s knowledge as of the Closing Date, the Mortgaged Property is lawfully occupied under applicable law; all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy, have been made or obtained from the appropriate authorities; |
35. | No error, omission, misrepresentation, negligence, 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; |
36. | The Assignment of Mortgage, if required, 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; |
37. | 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 indicated on the Mortgage Loan Schedule) lien priority by a title insurance policy, an endorsement to the policy insuring the mortgagee's consolidated interest or by other title evidence acceptable to prudent lenders in the secondary mortgage market. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan plus any Negative Amortization; |
38. | If the Residential Dwelling on the Mortgaged Property is a condominium unit or a unit in a planned unit development (other than a de minimis planned unit development) such condominium or planned unit development project meets the Seller’s eligibility requirements; |
39. | The source of the down payment with respect to each Mortgage Loan has been fully verified by the Seller pursuant to the Underwriting Guidelines; |
40. | Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months; |
41. | 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; |
42. | 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; |
43. | 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; |
44. | No Mortgage Loan is (a)(1) subject to the provisions of the Homeownership and Equity Protection Act of 1994 as amended (“HOEPA”) or (2) has an APR or total points and fees that are equal to or exceeds the HOEPA thresholds (as defined in 12 CFR 226.32 (a)(1)(i) and (ii)), (b) a “high cost” mortgage loan, “covered” mortgage loan, “high risk home” mortgage loan, or “predatory” mortgage loan or any other comparable term, no matter how defined under any federal, state or local law, (c) subject to any comparable federal, state or local statutes or regulations, or any other statute or regulation providing for heightened regulatory scrutiny or assignee liability to holders of such mortgage loans, or (d) a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the current Standard & Poor’s LEVELS® Glossary Revised, Appendix E); |
45. | No predatory, abusive, or deceptive lending practices, including but not limited to, the extension of credit to a Mortgagor without regard for the Mortgagor’s ability to repay the Mortgage Loan and the extension of credit to a mortgagor which has no apparent benefit to the Mortgagor, were employed in connection with the origination of the Mortgage Loan; |
46. | The debt-to-income ratio of the related Mortgagor was not greater than 60% at the origination of the related Mortgage Loan; |
47. | No Mortgagor was required to purchase any credit insurance product (e.g., life, mortgage, disability, accident, unemployment or health insurance product) or debt cancellation agreement as a condition of obtaining the extension of credit. No Mortgagor obtained a prepaid single premium credit insurance policy (e.g., life, mortgage, disability, accident, unemployment or health insurance product) or debt cancellation agreement in connection with the origination of the Mortgage Loan. No proceeds from any Mortgage Loan were used to purchase single premium credit insurance policies ) or debt cancellation agreements as part of the origination of, or as a condition to closing, such Mortgage Loan. |
48. | The Mortgage Loans were not selected from the outstanding one- to four-family mortgage loans in the Seller’s portfolio at the related Closing Date, as to which the representations and warranties set forth in this Agreement could be made and as to which the stipulations in the Confirmation could be satisfied in a manner so as to affect adversely the interests of the Purchaser. The related Mortgagor under the Mortgage Loan had a FICO Score not less than 500 at the time of the origination of the Mortgage Loan, unless such Mortgage Loan was originated under an origination program which does not require FICO scores to be obtained under the Seller’s underwriting guidelines; |
49. | 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; |
50. | The Mortgage Loan complies with all applicable consumer credit statutes and regulations, including, without limitation, the respective Uniform Consumer Credit Code laws in effect in Alabama, Colorado, Idaho, Indiana, Iowa, Kansas, Maine, Oklahoma, South Carolina, Utah, West Virginia and Wyoming, has been originated by a properly licensed entity, and in all other respects, complies with all of the material requirements of any such applicable laws; |
51. | The information set forth in the Mortgage Loan Schedule as to Prepayment Charges is complete, true and correct in all material respects and each Prepayment Charge is permissible, enforceable and collectable in accordance with its terms upon the Mortgagor’s full and voluntary principal payment under applicable law; |
52. | 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; |
53. | No Mortgage Loan is secured by cooperative housing, commercial property or mixed use property, unless such mixed use property is subject to de minimis commercial use, such commercial use was not taken into account in valuing the related Mortgaged Property and the related Mortgaged Property was not modified for such commercial use; |
54. | Each Mortgage Loan is eligible for sale in the secondary market or for inclusion in a Securitization Transaction without unreasonable credit enhancement; |
55. | Except as set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans are subject to a Prepayment Charge. For any Mortgage Loan originated prior to October 1, 2002 that is subject to a Prepayment Charge, such Prepayment Charge does not extend beyond five (5) years after the date of origination. For any Mortgage Loan originated on or following October 1, 2002 that is subject to a Prepayment Charge, such Prepayment Charge does not extend beyond three (3) 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, (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 Charge in any instance when the mortgage loan is accelerated or paid off in connection with the workout of a delinquent Mortgage Loan as the result of the Mortgagor's default in making the loan payments; |
56. | 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 as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by the said Mortgagor to purchase the Mortgaged Property, 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; |
57. | No Mortgagor was encouraged or required to select a Mortgage Loan product offered by the Mortgage Loan's originator which is a higher cost product designed for less creditworthy borrowers, 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 Mortgage Loan's originator or any affiliate of the Mortgage Loan's originator. If, at the time of loan application, the Mortgagor may have qualified for a for a lower cost credit product then offered by any mortgage lending affiliate of the Mortgage Loan's originator, the Mortgage Loan's originator referred the Mortgagor's application to such affiliate for underwriting consideration. With respect to any Mortgage Loan, the Mortgagor was assigned the highest credit grade available with respect to a mortgage loan product offered by such Mortgage Loan’s originator, based on a comprehensive assessment of risk factors, including the Mortgagor’s credit history. Additionally, the Mortgage Loan’s originator offered the Mortgagor mortgage loan products offered by such Mortgage Loan’s originator, or any affiliate of such Mortgage Loan’s originator, for which the Mortgagor qualified; |
58. | 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; |
59. | With respect to each Mortgage Loan, the Seller has fully and accurately furnished complete information (i.e., favorable and unfavorable) on the related borrower credit files to Equifax, Experian and Trans Union Credit Information Company, in accordance with the Fair Credit Reporting Act and its implementing regulations, on a monthly basis and, for each Mortgage Loan, the Seller will furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information on its borrower credit files to Equifax, Experian, and Trans Union Credit Information Company, on a monthly basis; |
60. | All points and fees related to each Mortgage Loan were disclosed in writing to the related Borrower in accordance with applicable state and federal laws and regulations. No related Borrower was charged “points and fees” (whether or not financed) in an amount greater than (a) $1,000 or (b) 5% of the principal amount of such loan, whichever is greater, such 5% limitation is calculated in accordance with Fannie Mae’s anti-predatory lending requirements as set forth in the Fannie Mae Guides. For purposes of this representation, “points and fees” (a) include origination, underwriting, broker and finder’s fees and other charges that the lender imposed as a condition of making the loan, whether they are paid to the lender or a third party, and (b) exclude bona fide discount points, fees paid for actual services rendered in connection with the origination of the mortgage (such as attorneys’ fees, notaries fees and fees paid for property appraisals, credit reports, surveys, title examinations and extracts, flood and tax certifications, and home inspections); the cost of mortgage insurance or credit-risk price adjustments; the costs of title, hazard, and flood insurance policies; state and local transfer taxes or fees; escrow deposits for the future payment of taxes and insurance premiums; and other miscellaneous fees and charges that, in total, do not exceed 0.25 percent of the loan amount. All points, fees and charges (including finance charges) and whether or not financed, assessed, collected or to be collected in connection with the origination and servicing of each Mortgage Loan were disclosed in writing to the related Mortgagor in accordance with applicable state and federal laws and regulations; |
62. | With respect to any Mortgage Loan which is secured by manufactured housing, if such Mortgage Loans are permitted hereunder, such Mortgage Loan satisfies the requirements for inclusion in residential mortgage backed securities transactions rated by Standard & Poor's Ratings Services and such manufactured housing will be the principal residence of the Mortgagor upon the origination of the Mortgage Loan. With respect to any second lien Mortgage Loan, such lien is on a one- to four-family residence that is (or will be) the principal residence of the Mortgagor upon the origination of the second lien Mortgage Loan; |
63. | 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); |
64. | 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; |
65. | 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; |
66. | 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; |
67. | 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); |
68. | 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); |
69. | No Mortgage Loan secured by property located in the State of Nevada is a “home loan” as defined in the Nevada Assembly Bill No. 284; |
70. | 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.); |
71. | No Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership and Equity protection Act; |
72. | 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. Ann. §§ 58-21A-1 et seq.); |
73. | 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.); |
74. | No Loan that is secured by property located within the State of Maine meets the definition of a (i) “high-rate, high-fee” mortgage loan under Article VIII, Title 9-A of the Maine Consumer Credit Code or (ii) “High-Cost Home Loan” as defined under the Maine House Bill 383 L.D. 494, effective as of September 13, 2003; |
75. | With respect to any 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 Loan Interest 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; |
76. | 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. Ann. Laws Ch. 183C). 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 Bill 4880 (2004)) unless either (1) (a) the related Mortgage Interest Rate (that would be effective once the introductory rate expires, with respect to Adjustable Rate Mortgage Loans) did or would not exceed by more than 2.25% the yield on United States Treasury securities having comparable periods of maturity to the maturity of the related Mortgage Loan as of the fifteenth day of the month immediately preceding the month in which the application for the extension of credit was received by the related lender or (b) the Mortgage Loan is an “open-end home loan” (as such term is used in the Massachusetts House Bill 4880 (2004)) and the related Mortgage Note provides that the related Mortgage Interest Rate may not exceed at any time the Prime rate index as published in The Wall Street Journal plus a margin of one percent, or (2) such Mortgage Loan is in the "borrower's interest," as documented by a "borrower's interest worksheet" for the particular Mortgage Loan, which worksheet incorporates the factors set forth in Massachusetts House Bill 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 Loan is a “High Cost Home Loan” as defined by the Indiana Home Loan Practices Act, effective January 1, 2005 ( Ind. Code Ann. §§ 24-9-1 et seq.); |
78. | The Mortgagee 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; |
79. | 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; |
80. | With respect to each MOM Loan, a MIN has been assigned by MERS and such MIN is accurately provided on the Mortgage Loan Schedule. The related Assignment of Mortgage to MERS has been duly and properly recorded, or has been delivered for recording to the applicable recording office; |
81. | With respect to each MOM 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; |
82. | With respect to each second lien Mortgage Loan, 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; and |
83. | No Mortgagor agreed to submit to arbitration to resolve any dispute arising out of or relating in any way to the Mortgage Loan transaction. No Mortgage Loan is subject to any mandatory arbitration. |
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
This is an Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) made as of October 19, 2006, among Greenwich Capital Financial Products, Inc. (the “Assignor”), Financial Asset Securities Corp. (“Assignee”) and Fremont Investment & Loan (the “Company”).
In consideration of the mutual promises contained herein the parties hereto agree that the residential mortgage loans (the “Assigned Loans” ) listed on Attachment 1 annexed hereto (the “Assigned Loan Schedule”) shall be subject to the terms of this AAR Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of December 1, 2005, as amended (the “Purchase Agreement”), between the Assignor, as initial purchaser, and the Company, as seller and interim servicer.
Assignment and Assumption
Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to the Assignee, up to and including December 31, 2006 and January 31, 2007, with respect to the Assigned Loans, the Assignor’s rights to have the Company service such Assigned Loans for the benefit of the Assignor (the “Servicing Rights”). Except as is otherwise expressly provided herein, the Assignor makes no representations, warranties or covenants to the Assignee and the Assignee acknowledges that the Assignor has no obligations to the Assignee with respect to the Servicing Rights or otherwise relating to the transaction contemplated herein.
Representations, Warranties and Covenants
1. Assignor warrants and represents to Assignee and Company as of the date hereof:
(a) Assignor is the lawful owner of the Assigned Loans with full right to transfer any and all of its interests, rights and obligations to the Servicing Rights as they relate to the Assigned Loans, free and clear from any and all claims and encumbrances; and upon the transfer of the Servicing Rights to Assignee as contemplated herein, Assignee shall have all of Assignor’s interests, rights and obligations to the Servicing Rights as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;
(b) Assignor is a company, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to transfer its interest in the Servicing Rights ;
(c) Assignor has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Assignor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignor’s articles of incorporation or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignor. This AAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;
(d) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;
(e) The Assignor has received from the Company, and has delivered to the Assignee, all documents required to be delivered to the Assignor by the Company prior to the date hereof; and
(f) There is no action, suit, proceeding, investigation or litigation pending or, to Assignor’s knowledge, threatened, which either in any instance or in the aggregate, if determined adversely to Assignor, would adversely affect Assignor’s execution or delivery of, or the enforceability of, this AAR Agreement, or the Assignor's ability to perform its obligations under this AAR Agreement.
2. Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:
(a) The Assignee has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware;
(b) Assignee has full power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Assignee’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignee’s articles of incorporation or by-laws or any legal restriction, or any material agreement or instrument to which Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignee or its property is subject. The execution, delivery and performance by Assignee of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of Assignee. This AAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and delivery by Assignor and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;
(c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignee in connection with the execution, delivery or performance by Assignee of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;
(d) There is no action, suit, proceeding, investigation or litigation pending or, to Assignee's knowledge, threatened, which either in any instance or in the aggregate, if determined adversely to Assignee, would adversely affect Assignee's execution or delivery of, or the enforceability of, this AAR Agreement, or the Assignee's ability to perform its obligations under this AAR Agreement; and
(e) Assignee assumes for the benefit of each of the Assignor and the Company all of the Servicing Rights with respect to the Assigned Loans.
3. Company warrants and represents to, and covenants with, Assignor and Assignee as of the date hereof:
(a) The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of California, and has all requisite power and authority to service the Assigned Loans and otherwise to perform its obligations under the Purchase Agreement;
(b) Company has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Company’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Company’s articles of incorporation or by-laws or any legal restriction, or any material agreement or instrument to which Company is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Company or its property is subject. The execution, delivery and performance by Company of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Company. This AAR Agreement has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery by Assignor and Assignee, will constitute the valid and legally binding obligation of Company, enforceable against Company in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;
(c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Company in connection with the execution, delivery or performance by Company of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;
(d) The Company has no ownership interests in the Assigned Loans.
4. Assignor hereby agrees to indemnify and hold the Assignee (and its successors and assigns) harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that Assignee (and its successors and assigns) may sustain in any way related to any breach of the representations or warranties of Assignor set forth in this AAR Agreement or the breach of any covenant or condition contained herein.
Recognition of Assignee
1. From and after the date hereof, Company shall recognize Assignee as beneficiary of the servicing with respect to the Assigned Loans, and acknowledges that the Assigned Loans will be part of a REMIC, and will service the Assigned Loans in accordance with the Purchase Agreement, but in no event in a manner that would (i) cause any REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any REMIC (including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code). It is the intention of Assignor, Company and Assignee that this AAR Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither Company nor Assignor shall amend or agree to amend, modify, waive, or otherwise alter any of the terms or provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the Assigned Loans without the prior written consent of Assignee.
Miscellaneous
1. Each party will pay any commissions it has incurred and the fees of its attorneys in connection with the negotiations for, documenting of and closing of the transactions contemplated by this AAR Agreement.
2. This AAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
3. No term or provision of this AAR Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.
4. This AAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed Assignor, Assignee or Company, respectively, hereunder.
5. This AAR Agreement shall survive the conveyance of the Assigned Loans.
6. This AAR Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original and all such counterparts shall constitute one and the same instrument.
7. In the event that any provision of this AAR Agreement conflicts with any provision of the Purchase Agreement, the terms of this AAR Agreement shall control.
[Signatures commence on following page]
IN WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of the day and year first above written.
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| GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., Assignor |
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| By: | |
| Name: |
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| Title: | |
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| FINANCIAL ASSET SECURITIES CORP., Assignee |
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| By: | |
| Name: |
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| Title: | |
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| FREMONT INVESTMENT & LOAN, Company |
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| By: | |
| Name: |
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| Title: | |
ATTACHMENT 1
ASSIGNED LOAN SCHEDULE
(Available Upon Request)
EXHIBIT D
MORTGAGE LOAN SCHEDULE
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Fremont 2006-3, 9/1/06 scheduled balances for initial pool, 10/1/06 scheduled balances for prefunding pool
LOAN NUMBER STATE ZIP CODE OCCUPANCY PROPERTY TYPE PURPOSE DOCUMENTATION TYPE
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1000309078 PA 17362 Primary Single Family Cash Out Refinance Full Documentation
1000314552 AZ 86338 Primary Single Family Purchase Full Documentation
1000316803 CA 92307 Primary Single Family Purchase Full Documentation
1000317096 VA 20111 Primary Single Family Purchase Full Documentation
1000318104 NV 89118 Primary Condominium Purchase Full Documentation
1000318322 FL 33054 Primary Single Family Cash Out Refinance Full Documentation
1000318624 CA 94806 Primary Condominium Cash Out Refinance Stated Documentation
1000319217 CA 92688 Primary Condominium Cash Out Refinance Stated Documentation
1000319764 CA 92551 Primary Single Family Cash Out Refinance Stated Documentation
1000320600 FL 32043 Primary Single Family Cash Out Refinance Stated Documentation
1000320923 IL 60402 Primary Condominium Purchase Full Documentation
1000320949 AZ 85037 Primary Single Family Home Improvement Full Documentation
1000321045 VA 23462 Primary Single Family Cash Out Refinance Full Documentation
1000321167 IL 60402 Primary Condominium Purchase Full Documentation
1000321220 MD 21740 Primary Single Family Cash Out Refinance Full Documentation
1000321248 IL 60617 Primary Single Family Purchase Stated Documentation
1000321474 NJ 08205 Primary Single Family Cash Out Refinance Full Documentation
1000321640 MD 20744 Primary Condominium Cash Out Refinance Full Documentation
1000321668 OR 97523 Primary Single Family Cash Out Refinance Full Documentation
1000321727 MD 21093 Primary Single Family Cash Out Refinance Stated Documentation
1000321731 CA 92308 Primary Single Family Cash Out Refinance Stated Documentation
1000321874 CA 90220 Primary Single Family Home Improvement Full Documentation
1000321939 VA 23608 Primary Single Family Cash Out Refinance Full Documentation
1000322191 GA 30039 Primary Single Family Cash Out Refinance Full Documentation
1000322357 CA 92865 Primary Condominium Home Improvement Full Documentation
1000322430 VA 23703 Primary Single Family Cash Out Refinance Stated Documentation
1000322604 FL 33417 Second Home Condominium Home Improvement Easy Documentation
1000322620 NC 27407 Primary Single Family Cash Out Refinance Full Documentation
1000322730 NJ 08609 Primary Single Family Purchase Full Documentation
1000322739 NM 87015 Primary Single Family Cash Out Refinance Full Documentation
1000323092 MI 48340 Primary Single Family Purchase Full Documentation
1000323255 NY 11978 Second Home Single Family Cash Out Refinance Stated Documentation
1000323464 CA 93552 Primary Single Family Cash Out Refinance Full Documentation
1000323627 CA 92392 Primary Single Family Cash Out Refinance Full Documentation
1000323637 MI 48092 Primary Single Family Purchase Full Documentation
1000323648 FL 32778 Primary Single Family Cash Out Refinance Stated Documentation
1000323852 FL 33177 Primary Single Family Cash Out Refinance Stated Documentation
1000323893 MD 21228 Primary Single Family Cash Out Refinance Full Documentation
1000323944 CA 90003 Primary Single Family Cash Out Refinance Stated Documentation
1000323982 GA 30016 Primary Single Family Cash Out Refinance Full Documentation
1000324040 NY 11208 Primary 2 Units Cash Out Refinance Full Documentation
1000324055 NJ 08533 Primary Single Family Rate/Term Refinance Full Documentation
1000324065 CA 92336 Primary Single Family Cash Out Refinance Full Documentation
1000324078 FL 34731 Primary Single Family Cash Out Refinance Stated Documentation
1000324173 CA 92376 Primary Single Family Home Improvement Stated Documentation
1000324291 NY 11233 Primary 2 Units Cash Out Refinance Full Documentation
1000324332 NY 10307 Primary 2 Units Cash Out Refinance Full Documentation
1000324392 FL 33157 Primary Single Family Cash Out Refinance Stated Documentation
1000324560 CA 94401 Primary Condominium Cash Out Refinance Full Documentation
3000062243 MD 21208 Primary Single Family Cash Out Refinance Full Documentation
3000063938 FL 32208 Primary Single Family Cash Out Refinance Full Documentation
3000064392 FL 32208 Primary Single Family Cash Out Refinance Full Documentation
3000090258 CA 92337 Primary Single Family Cash Out Refinance Full Documentation
3000096334 MD 21045 Primary Single Family Cash Out Refinance Full Documentation
3000098201 CA 93307 Primary Single Family Home Improvement Full Documentation
3000103082 MD 20744 Primary Single Family Cash Out Refinance Full Documentation
3000104891 MD 21206 Primary Single Family Cash Out Refinance Full Documentation
3000105734 NY 12534 Primary Single Family Cash Out Refinance Easy Documentation
3000105869 VA 20170 Primary Single Family Cash Out Refinance Stated Documentation
3000106074 NY 10302 Primary Single Family Cash Out Refinance Full Documentation
3000111413 MD 21222 Primary Single Family Cash Out Refinance Stated Documentation
3000112960 MA 02151 Primary 4 Units Cash Out Refinance Full Documentation
3000113790 MD 21133 Primary Single Family Purchase Stated Documentation
3000119514 MA 01562 Primary Single Family Cash Out Refinance Full Documentation
3000120458 NV 89015 Primary Single Family Cash Out Refinance Full Documentation
3000120481 IL 60619 Primary Single Family Purchase Full Documentation
3000120517 IL 60619 Primary Single Family Purchase Full Documentation
3000123188 MD 21222 Primary Single Family Cash Out Refinance Stated Documentation
3000124646 FL 32725 Primary Single Family Cash Out Refinance Stated Documentation
3000128070 SC 29437 Primary Single Family Purchase Full Documentation
3000128786 MA 02119 Primary Single Family Cash Out Refinance Stated Documentation
3000129048 MA 01906 Primary Single Family Cash Out Refinance Stated Documentation
3000129220 CA 93702 Primary Single Family Cash Out Refinance Stated Documentation
3000130542 NM 87120 Primary Single Family Cash Out Refinance Stated Documentation
3000131304 CA 91770 Primary Single Family Cash Out Refinance Stated Documentation
3000131952 FL 32534 Second Home Single Family Cash Out Refinance Full Documentation
3000134513 CA 92392 Primary Single Family Cash Out Refinance Stated Documentation
3000135638 CA 93727 Primary Single Family Cash Out Refinance Stated Documentation
3000135876 NY 12564 Primary Single Family Home Improvement Full Documentation
3000136194 FL 33196 Primary Single Family Cash Out Refinance Stated Documentation
3000137015 UT 84043 Primary Single Family Cash Out Refinance Full Documentation
3000138038 AZ 85043 Primary Single Family Cash Out Refinance Full Documentation
3000138799 MA 01109 Primary Single Family Cash Out Refinance Full Documentation
3000140112 AZ 85242 Primary Single Family Cash Out Refinance Full Documentation
3000142329 FL 32771 Primary Single Family Cash Out Refinance Full Documentation
3000142637 CA 92582 Primary Single Family Cash Out Refinance Full Documentation
3000143080 MI 48227 Primary Single Family Purchase Full Documentation
3000143331 MD 20746 Primary Single Family Cash Out Refinance Full Documentation
3000144207 UT 84084 Primary Single Family Cash Out Refinance Full Documentation
3000144252 MD 21114 Primary Condominium Cash Out Refinance Stated Documentation
3000144365 CA 91767 Primary Single Family Cash Out Refinance Stated Documentation
3000144753 AZ 86314 Primary Single Family Cash Out Refinance Full Documentation
3000145253 NV 89103 Primary Condominium Cash Out Refinance Stated Documentation
3000146389 AZ 86314 Primary Single Family Cash Out Refinance Full Documentation
3000146744 CA 91768 Primary Condominium Home Improvement Stated Documentation
3000147028 MA 02780 Primary Single Family Cash Out Refinance Full Documentation
3000147108 MD 20602 Primary Single Family Purchase Stated Documentation
3000147277 CA 90248 Primary Single Family Cash Out Refinance Full Documentation
3000148597 FL 33624 Primary Single Family Cash Out Refinance Full Documentation
3000148995 UT 84115 Primary Single Family Cash Out Refinance Full Documentation
3000150057 FL 33801 Primary Single Family Cash Out Refinance Full Documentation
3000150627 FL 34761 Primary Single Family Cash Out Refinance Stated Documentation
3000151445 MA 01801 Primary Condominium Purchase Full Documentation
3000151935 AZ 85033 Primary Single Family Purchase Full Documentation
3000152457 MD 20785 Primary Single Family Cash Out Refinance Full Documentation
3000152981 NV 89030 Primary Single Family Cash Out Refinance Stated Documentation
3000154983 WA 98445 Primary Single Family Cash Out Refinance Full Documentation
3000155837 CA 94590 Primary Single Family Cash Out Refinance Stated Documentation
3000156872 VA 23464 Primary Single Family Cash Out Refinance Full Documentation
3000157134 UT 84094 Primary Single Family Cash Out Refinance Full Documentation
3000157407 NY 11434 Primary Single Family Cash Out Refinance Stated Documentation
3000158590 GA 30161 Primary Single Family Cash Out Refinance Full Documentation
3000158987 CA 91350 Primary Single Family Cash Out Refinance Stated Documentation
3000159421 MD 21409 Primary Single Family Cash Out Refinance Full Documentation
3000159706 MD 21205 Primary Single Family Purchase Full Documentation
3000159999 CA 91709 Primary Single Family Cash Out Refinance Full Documentation
3000161005 CA 93550 Primary Single Family Cash Out Refinance Full Documentation
3000161937 MD 20785 Primary Single Family Purchase Stated Documentation
3000162346 MD 20735 Primary Single Family Cash Out Refinance Full Documentation
3000162676 NC 27909 Primary Single Family Cash Out Refinance Full Documentation
3000162858 NV 89030 Primary Single Family Cash Out Refinance Full Documentation
3000163369 MA 02143 Primary 2 Units Cash Out Refinance Full Documentation
3000163449 IL 60416 Primary Single Family Cash Out Refinance Full Documentation
3000163483 MD 20745 Primary Single Family Cash Out Refinance Full Documentation
3000163575 MD 20745 Primary Single Family Cash Out Refinance Full Documentation
3000164509 NV 89145 Primary Single Family Home Improvement Stated Documentation
3000165292 MD 20743 Primary Single Family Cash Out Refinance Full Documentation
3000166293 MD 21207 Primary Single Family Cash Out Refinance Full Documentation
3000166603 AZ 85017 Primary Single Family Purchase Stated Documentation
3000166987 NJ 07016 Primary Single Family Cash Out Refinance Stated Documentation
3000167227 CA 95358 Primary Single Family Cash Out Refinance Stated Documentation
3000167465 PA 17257 Primary 2 Units Cash Out Refinance Full Documentation
3000167693 GA 30577 Primary Single Family Cash Out Refinance Full Documentation
3000167819 NY 11735 Primary Single Family Cash Out Refinance Full Documentation
3000168320 MD 21213 Primary Single Family Cash Out Refinance Full Documentation
3000168397 NY 11422 Primary Single Family Cash Out Refinance Full Documentation
3000168466 FL 34787 Primary Single Family Cash Out Refinance Full Documentation
3000169070 AZ 85364 Non-owner Single Family Cash Out Refinance Stated Documentation
3000170028 FL 33881 Primary Single Family Cash Out Refinance Full Documentation
3000170222 CA 91789 Primary Single Family Cash Out Refinance Stated Documentation
3000170530 CA 92336 Primary Single Family Cash Out Refinance Full Documentation
3000170994 OR 97031 Primary Single Family Cash Out Refinance Full Documentation
3000171085 AZ 85379 Primary Single Family Cash Out Refinance Full Documentation
3000171461 MD 21093 Primary Single Family Cash Out Refinance Full Documentation
3000171780 ID 83854 Primary Single Family Cash Out Refinance Full Documentation
3000172053 CA 90704 Primary Condominium Cash Out Refinance Stated Documentation
3000173087 AZ 85017 Primary Single Family Cash Out Refinance Stated Documentation
3000173338 CA 90044 Primary 2 Units Cash Out Refinance Stated Documentation
3000174408 CA 92707 Primary Single Family Home Improvement Full Documentation
3000174501 FL 32583 Primary Single Family Cash Out Refinance Full Documentation
3000175238 AZ 85033 Primary Single Family Cash Out Refinance Full Documentation
3000175659 MD 21776 Primary Single Family Cash Out Refinance Full Documentation
3000176832 WI 53210 Non-owner 2 Units Purchase Stated Documentation
3000177105 VA 23188 Primary Single Family Cash Out Refinance Full Documentation
3000177138 MD 20735 Primary Single Family Cash Out Refinance Full Documentation
3000177332 FL 33056 Primary Single Family Cash Out Refinance Stated Documentation
3000177720 CA 92840 Primary Single Family Cash Out Refinance Full Documentation
3000177811 IL 60120 Primary 2 Units Purchase Stated Documentation
3000178140 AZ 85308 Primary Single Family Cash Out Refinance Stated Documentation
3000178685 CA 92345 Primary Single Family Cash Out Refinance Full Documentation
3000179083 CA 93703 Primary Single Family Cash Out Refinance Full Documentation
3000179185 CA 91776 Primary Single Family Cash Out Refinance Full Documentation
3000179982 CA 92346 Primary Single Family Cash Out Refinance Stated Documentation
3000180462 IL 60608 Primary 2 Units Cash Out Refinance Stated Documentation
3000180532 CA 92262 Second Home Single Family Cash Out Refinance Stated Documentation
3000180792 NM 87123 Primary Single Family Purchase Full Documentation
3000180827 IL 60411 Primary Single Family Purchase Stated Documentation
3000181032 IL 60411 Primary Single Family Purchase Stated Documentation
3000181305 VA 20187 Primary Single Family Cash Out Refinance Full Documentation
3000182124 IL 60164 Primary Single Family Cash Out Refinance Stated Documentation
3000182420 CA 92882 Primary Single Family Cash Out Refinance Stated Documentation
3000182658 IL 60643 Primary Single Family Purchase Stated Documentation
3000182716 OR 97116 Primary Single Family Cash Out Refinance Stated Documentation
3000182863 FL 33030 Primary Single Family Home Improvement Full Documentation
3000182874 DC 20002 Primary Single Family Cash Out Refinance Full Documentation
3000183001 IL 60643 Primary Single Family Purchase Stated Documentation
3000183216 MD 20710 Primary Single Family Home Improvement Full Documentation
3000183513 NY 10512 Primary Single Family Cash Out Refinance Stated Documentation
3000183820 NV 89131 Primary Single Family Cash Out Refinance Stated Documentation
3000183944 RI 02907 Primary Single Family Cash Out Refinance Full Documentation
3000184080 IL 60649 Primary Condominium Purchase Full Documentation
3000184159 IL 60649 Primary Condominium Purchase Full Documentation
3000184694 CA 92223 Primary Single Family Cash Out Refinance Full Documentation
3000184796 GA 30032 Primary Single Family Purchase Stated Documentation
3000184854 CA 91201 Primary Single Family Cash Out Refinance Stated Documentation
3000185172 CA 92301 Primary Single Family Home Improvement Full Documentation
3000185560 IL 60411 Primary Single Family Purchase Full Documentation
3000185731 MD 21229 Primary Single Family Cash Out Refinance Full Documentation
3000185968 IL 60153 Primary Single Family Cash Out Refinance Full Documentation
3000186322 FL 34746 Primary Single Family Cash Out Refinance Stated Documentation
3000186480 FL 33064 Primary Single Family Home Improvement Stated Documentation
3000186583 MD 20903 Primary Single Family Cash Out Refinance Stated Documentation
3000186641 NJ 08234 Primary Single Family Cash Out Refinance Full Documentation
3000187243 MD 21040 Primary Single Family Cash Out Refinance Full Documentation
3000187403 FL 32832 Primary Single Family Cash Out Refinance Full Documentation
3000187620 NY 11216 Primary 3 Units Cash Out Refinance Full Documentation
3000187846 MN 56208 Primary Single Family Cash Out Refinance Full Documentation
3000188266 MA 02745 Primary 2 Units Cash Out Refinance Full Documentation
3000188288 IL 60649 Primary 3 Units Cash Out Refinance Full Documentation
3000188302 IL 60608 Primary 2 Units Cash Out Refinance Stated Documentation
3000188324 OR 97005 Primary Single Family Cash Out Refinance Full Documentation
3000188379 NJ 07307 Primary Single Family Cash Out Refinance Stated Documentation
3000188380 IL 60641 Primary 2 Units Cash Out Refinance Stated Documentation
3000188610 MA 01570 Primary Single Family Cash Out Refinance Stated Documentation
3000188938 AZ 85541 Non-owner Single Family Cash Out Refinance Stated Documentation
3000189381 MD 20782 Primary Single Family Cash Out Refinance Stated Documentation
3000189450 MA 02148 Primary Condominium Cash Out Refinance Full Documentation
3000189688 MD 20782 Primary Single Family Cash Out Refinance Stated Documentation
3000189939 CA 92543 Primary Single Family Home Improvement Full Documentation
3000190088 IL 60647 Primary Single Family Cash Out Refinance Stated Documentation
3000190260 FL 33880 Primary Single Family Cash Out Refinance Full Documentation
3000190497 MD 21113 Primary Single Family Cash Out Refinance Stated Documentation
3000190578 IL 60090 Primary Condominium Purchase Stated Documentation
3000190589 CA 90011 Primary 4 Units Cash Out Refinance Stated Documentation
3000190658 IL 60090 Primary Condominium Purchase Stated Documentation
3000190727 CO 80634 Primary Single Family Cash Out Refinance Full Documentation
3000190863 CA 92316 Primary Single Family Cash Out Refinance Full Documentation
3000191001 MI 48225 Primary Single Family Purchase Full Documentation
3000191524 MD 20705 Primary Condominium Purchase Full Documentation
3000191762 MD 20705 Primary Condominium Purchase Full Documentation
3000191773 MI 48504 Primary Single Family Purchase Full Documentation
3000192057 MI 48507 Primary Single Family Purchase Full Documentation
3000192477 MA 02370 Primary Single Family Cash Out Refinance Full Documentation
3000192887 NY 11717 Primary Single Family Cash Out Refinance Stated Documentation
3000193081 AZ 85222 Primary Single Family Cash Out Refinance Full Documentation
3000193478 MA 02148 Primary 2 Units Cash Out Refinance Stated Documentation
3000193628 IN 46201 Primary Single Family Purchase Full Documentation
3000193742 IL 60636 Primary 3 Units Cash Out Refinance Full Documentation
3000193946 NY 11106 Primary 3 Units Cash Out Refinance Stated Documentation
3000194264 IL 60805 Primary Single Family Cash Out Refinance Stated Documentation
3000194457 NV 89031 Primary Single Family Cash Out Refinance Full Documentation
3000194583 NJ 08027 Primary Single Family Cash Out Refinance Full Documentation
3000194889 VA 24401 Primary Single Family Cash Out Refinance Full Documentation
3000195323 WI 53212 Primary Single Family Purchase Full Documentation
3000195722 NV 89523 Primary Single Family Cash Out Refinance Full Documentation
3000196299 UT 84123 Primary Single Family Cash Out Refinance Full Documentation
3000196368 CA 95356 Primary Single Family Cash Out Refinance Stated Documentation
3000196790 NY 11558 Primary Single Family Home Improvement Full Documentation
3000196825 AZ 85306 Primary Single Family Cash Out Refinance Stated Documentation
3000196983 CA 90303 Primary Single Family Home Improvement Stated Documentation
3000197427 FL 33607 Primary Condominium Cash Out Refinance Stated Documentation
3000197542 IL 60619 Primary Single Family Cash Out Refinance Full Documentation
3000197677 MD 21061 Primary Single Family Cash Out Refinance Full Documentation
3000197724 AZ 86426 Primary Single Family Cash Out Refinance Full Documentation
3000198805 IN 46394 Primary Single Family Purchase Full Documentation
3000198907 IN 46394 Primary Single Family Purchase Full Documentation
3000199327 IL 60153 Primary Single Family Purchase Full Documentation
3000200262 IL 60101 Primary Single Family Cash Out Refinance Full Documentation
3000200683 AZ 86442 Primary Single Family Purchase Full Documentation
3000200989 AZ 85043 Primary Single Family Cash Out Refinance Full Documentation
3000201014 NY 11420 Primary Single Family Cash Out Refinance Full Documentation
3000201092 CA 92301 Primary Single Family Home Improvement Stated Documentation
3000201116 GA 30318 Primary Single Family Purchase Stated Documentation
3000201800 CA 93304 Primary Single Family Cash Out Refinance Full Documentation
3000201888 CA 90805 Primary Single Family Cash Out Refinance Stated Documentation
3000202457 CA 91761 Non-owner Condominium Cash Out Refinance Stated Documentation
3000203243 VA 23321 Non-owner Single Family Cash Out Refinance Full Documentation
3000203356 CA 90805 Primary Single Family Cash Out Refinance Stated Documentation
3000203367 FL 32257 Primary Single Family Cash Out Refinance Full Documentation
3000203686 CA 93257 Non-owner Single Family Home Improvement Full Documentation
3000204120 PA 19134 Primary Single Family Cash Out Refinance Full Documentation
3000204471 FL 34212 Primary Single Family Cash Out Refinance Full Documentation
3000204530 CA 91762 Primary Condominium Home Improvement Full Documentation
3000204541 CA 94534 Primary Single Family Home Improvement Stated Documentation
3000205029 DE 19711 Non-owner Single Family Cash Out Refinance Stated Documentation
3000205041 MD 21645 Primary Single Family Cash Out Refinance Full Documentation
3000205347 FL 33172 Primary Condominium Purchase Full Documentation
3000205542 WA 98444 Primary Single Family Home Improvement Stated Documentation
3000206020 MD 21045 Primary Single Family Cash Out Refinance Full Documentation
3000206097 NY 11550 Primary Single Family Cash Out Refinance Stated Documentation
3000206202 MO 63104 Primary Single Family Purchase Full Documentation
3000206359 CA 92503 Primary Single Family Cash Out Refinance Full Documentation
3000206462 CO 80219 Primary Single Family Purchase Full Documentation
3000206509 NY 11221 Primary 2 Units Purchase Full Documentation
3000206510 CO 80219 Primary Single Family Purchase Full Documentation
3000206532 CO 80239 Primary Single Family Purchase Full Documentation
3000206598 AZ 86403 Non-owner Single Family Home Improvement Stated Documentation
3000206612 CO 80239 Primary Single Family Purchase Full Documentation
3000206758 DC 20011 Primary Single Family Cash Out Refinance Full Documentation
3000206963 NY 11221 Primary 2 Units Purchase Full Documentation
3000207009 NY 11422 Non-owner 2 Units Purchase Full Documentation
3000207327 MD 21158 Primary Single Family Purchase Full Documentation
3000207599 MI 48506 Primary Single Family Cash Out Refinance Full Documentation
3000207704 CA 92243 Primary Single Family Cash Out Refinance Full Documentation
3000208146 CA 95961 Primary Single Family Cash Out Refinance Full Documentation
3000208442 MD 21222 Primary Single Family Cash Out Refinance Full Documentation
3000208453 MD 20747 Primary Single Family Cash Out Refinance Full Documentation
3000208501 FL 33463 Primary Single Family Home Improvement Stated Documentation
3000208556 NJ 08028 Primary Single Family Purchase Full Documentation
3000208807 CA 95356 Primary Single Family Cash Out Refinance Stated Documentation
3000208852 IL 60134 Primary Single Family Purchase Full Documentation
3000209056 IL 60629 Primary Single Family Cash Out Refinance Stated Documentation
3000209114 TX 77085 Non-owner Single Family Cash Out Refinance Full Documentation
3000209205 MN 55303 Primary Single Family Cash Out Refinance Full Documentation
3000209261 AZ 85323 Primary Single Family Cash Out Refinance Stated Documentation
3000209773 CA 95827 Primary Single Family Cash Out Refinance Full Documentation
3000209808 IL 60472 Primary Single Family Cash Out Refinance Full Documentation
3000210140 IL 60153 Primary 2 Units Cash Out Refinance Full Documentation
3000210219 AZ 85374 Second Home Single Family Cash Out Refinance Full Documentation
3000210732 MI 48221 Primary Single Family Cash Out Refinance Stated Documentation
3000210801 MD 21218 Non-owner Single Family Cash Out Refinance Stated Documentation
3000210890 CA 90003 Non-owner 2 Units Cash Out Refinance Stated Documentation
3000210914 MI 48076 Primary Single Family Purchase Full Documentation
3000211005 MA 02128 Primary 3 Units Cash Out Refinance Full Documentation
3000211481 SC 29302 Primary Single Family Purchase Full Documentation
3000211608 MD 21047 Primary Single Family Cash Out Refinance Full Documentation
3000211619 MI 48224 Primary Single Family Purchase Full Documentation
3000211675 IN 46408 Primary Single Family Purchase Full Documentation
3000211799 CA 91010 Primary Single Family Cash Out Refinance Stated Documentation
3000211926 WI 53216 Primary Single Family Cash Out Refinance Full Documentation
3000212017 IL 60619 Primary 2 Units Cash Out Refinance Full Documentation
3000212197 UT 84770 Primary Single Family Home Improvement Stated Documentation
3000212299 CA 93263 Non-owner Single Family Purchase Full Documentation
3000212574 MD 20707 Primary Single Family Cash Out Refinance Full Documentation
3000213029 CA 90621 Primary Single Family Cash Out Refinance Full Documentation
3000213438 CA 90220 Non-owner Single Family Cash Out Refinance Full Documentation
3000213483 TX 78109 Non-owner Single Family Purchase Full Documentation
3000213655 MO 63135 Primary Single Family Purchase Full Documentation
3000214133 CA 92335 Primary Single Family Cash Out Refinance Full Documentation
3000214224 VA 23663 Primary Single Family Cash Out Refinance Stated Documentation
3000214861 FL 33134 Primary Single Family Cash Out Refinance Stated Documentation
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3000215156 MN 55318 Primary Single Family Purchase Full Documentation
3000215281 UT 84015 Primary Single Family Purchase Full Documentation
3000215350 MN 55318 Primary Single Family Purchase Full Documentation
3000216022 MD 21222 Primary Single Family Purchase Full Documentation
3000216180 OH 45205 Primary Single Family Purchase Full Documentation
3000216328 CA 91701 Primary Single Family Cash Out Refinance Stated Documentation
3000216534 IL 60623 Primary 2 Units Purchase Full Documentation
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3000217579 WI 53940 Second Home Single Family Purchase Full Documentation
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3000218741 WI 53510 Primary Single Family Cash Out Refinance Full Documentation
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3000219263 AZ 85032 Primary Condominium Purchase Stated Documentation
3000219560 SC 29566 Primary Single Family Cash Out Refinance Full Documentation
3000220119 WI 54601 Primary Single Family Cash Out Refinance Full Documentation
3000220186 CA 92551 Primary Single Family Cash Out Refinance Stated Documentation
3000220563 FL 33177 Primary Single Family Cash Out Refinance Full Documentation
3000221063 CA 92376 Primary Single Family Cash Out Refinance Full Documentation
3000221746 IL 60629 Primary Single Family Purchase Stated Documentation
3000221768 IL 60629 Primary Single Family Purchase Stated Documentation
3000222064 MD 20747 Primary Single Family Cash Out Refinance Full Documentation
3000222246 FL 33309 Primary Single Family Cash Out Refinance Stated Documentation
3000222521 NJ 08317 Primary Single Family Cash Out Refinance Full Documentation
3000222996 MA 01702 Primary Single Family Cash Out Refinance Full Documentation
3000223087 IL 60560 Primary Single Family Cash Out Refinance Full Documentation
3000223247 TN 37738 Primary Single Family Cash Out Refinance Full Documentation
3000223828 VA 20165 Primary Single Family Home Improvement Full Documentation
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3000225363 IL 60619 Primary 2 Units Cash Out Refinance Full Documentation
3000225591 GA 30144 Primary Single Family Purchase Stated Documentation
3000225693 GA 30144 Primary Single Family Purchase Stated Documentation
3000225795 IL 60451 Primary Single Family Cash Out Refinance Stated Documentation
3000226057 AZ 85706 Primary Single Family Cash Out Refinance Full Documentation
3000226091 OH 45404 Primary Single Family Cash Out Refinance Full Documentation
3000226466 WI 53218 Primary 2 Units Cash Out Refinance Full Documentation
3000226672 ID 83714 Primary Single Family Cash Out Refinance Full Documentation
3000226854 IL 60411 Primary Single Family Purchase Stated Documentation
3000227070 MA 02043 Non-owner Single Family Cash Out Refinance Full Documentation
3000227684 IL 60915 Primary Single Family Purchase Full Documentation
3000227719 ID 83201 Primary Single Family Cash Out Refinance Full Documentation
3000227797 AZ 85031 Primary Single Family Cash Out Refinance Full Documentation
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3000228505 IL 60447 Primary Single Family Purchase Full Documentation
3000229094 MN 55422 Primary Single Family Cash Out Refinance Full Documentation
3000229174 IL 60651 Primary Single Family Purchase Full Documentation
3000229766 UT 84106 Primary Single Family Cash Out Refinance Full Documentation
3000230202 CA 92544 Primary Single Family Home Improvement Stated Documentation
3000230291 NJ 08861 Primary Single Family Cash Out Refinance Full Documentation
3000230484 FL 34951 Primary Single Family Cash Out Refinance Stated Documentation
3000230510 PA 19320 Primary Single Family Purchase Full Documentation
3000230634 CA 90003 Primary Single Family Cash Out Refinance Stated Documentation
3000230678 PA 18466 Primary Single Family Cash Out Refinance Full Documentation
3000230747 FL 32808 Primary Single Family Cash Out Refinance Stated Documentation
3000230769 CA 92505 Primary Condominium Cash Out Refinance Full Documentation
3000230894 CA 90260 Primary Single Family Cash Out Refinance Stated Documentation
3000231361 NV 89030 Primary Single Family Cash Out Refinance Stated Documentation
3000231782 FL 33055 Primary Single Family Purchase Full Documentation
3000232000 IL 60077 Primary Single Family Cash Out Refinance Stated Documentation
3000232168 FL 33055 Primary Single Family Purchase Full Documentation
3000232384 IL 60804 Primary 2 Units Purchase Stated Documentation
3000232523 SC 29572 Primary Single Family Cash Out Refinance Full Documentation
3000232783 CA 93446 Primary Single Family Cash Out Refinance Stated Documentation
3000233454 VA 23666 Primary Condominium Cash Out Refinance Full Documentation
3000233546 AZ 85051 Primary Single Family Cash Out Refinance Stated Documentation
3000233819 IL 60631 Primary 2 Units Cash Out Refinance Full Documentation
3000233900 CA 94536 Second Home Single Family Home Improvement Full Documentation
3000234068 CA 92571 Primary Single Family Cash Out Refinance Stated Documentation
3000234386 FL 33176 Second Home Condominium Purchase Stated Documentation
3000234627 GA 30307 Non-owner Single Family Cash Out Refinance Stated Documentation
3000234854 MD 21921 Primary Single Family Cash Out Refinance Stated Documentation
3000234978 NY 13790 Primary Single Family Cash Out Refinance Full Documentation
3000235161 FL 34787 Primary Single Family Cash Out Refinance Full Documentation
3000235183 FL 33990 Primary Single Family Cash Out Refinance Stated Documentation
3000235310 AZ 85006 Primary Single Family Cash Out Refinance Stated Documentation
3000235354 OK 73034 Primary Single Family Cash Out Refinance Stated Documentation
3000235593 UT 84116 Primary Single Family Cash Out Refinance Full Documentation
3000235719 MI 48071 Primary Single Family Cash Out Refinance Stated Documentation
3000235753 FL 34677 Primary Single Family Cash Out Refinance Full Documentation
3000236219 FL 33585 Primary Single Family Cash Out Refinance Stated Documentation
3000237005 UT 84095 Primary Single Family Cash Out Refinance Full Documentation
3000237094 VA 23513 Non-owner Single Family Cash Out Refinance Stated Documentation
3000237301 CA 90280 Primary Single Family Cash Out Refinance Stated Documentation
3000237562 NY 10940 Primary Single Family Cash Out Refinance Full Documentation
3000237700 NY 10940 Primary Single Family Cash Out Refinance Full Documentation
3000237960 IL 60644 Primary 2 Units Cash Out Refinance Full Documentation
3000238120 MO 63112 Primary Single Family Purchase Full Documentation
3000238200 CA 93215 Non-owner Single Family Cash Out Refinance Full Documentation
3000238460 CA 90011 Primary Single Family Cash Out Refinance Stated Documentation
3000238961 IL 60632 Primary Single Family Purchase Stated Documentation
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- ----------- --- ---- ------------ ------ -------------- -------------
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1000314552 80 100 6.8 4.729 6/1/2006 5/1/2036
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1000320923 80 100 9.5 6.99 7/1/2006 6/1/2036
1000320949 63.58 63.58 7.85 5.779 7/1/2006 6/1/2036
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8000098197 100 100 12.175 0 10/1/2006 9/1/2036
8000098225 80 100 9.65 6.99 10/1/2006 9/1/2036
8000098233 94.95 94.95 9.05 6.99 9/1/2006 8/1/2036
8000098259 90 90 10.05 0 10/1/2006 9/1/2036
8000098288 90 90 9.8 6.99 10/1/2006 9/1/2036
8000098292 80 100 9.05 6.614 10/1/2006 9/1/2036
8000098295 85 85 8.3 5.864 10/1/2006 9/1/2036
8000098317 100 100 11.325 0 10/1/2006 9/1/2036
8000098335 65 65 10.3 0 10/1/2006 9/1/2036
8000098351 100 100 11.6 0 10/1/2006 9/1/2036
8000098358 100 100 10 6.99 10/1/2006 9/1/2036
8000098401 84.84 84.84 5.99 0 10/1/2006 9/1/2036
8000098612 70 70 11.4 0 10/1/2006 9/1/2036
8000098632 80 100 6.9 4.464 10/1/2006 9/1/2036
8000098644 80 100 8.2 5.764 10/1/2006 9/1/2036
8000098678 100 100 11.125 0 10/1/2006 9/1/2036
8000098704 100 100 11.325 0 10/1/2006 9/1/2036
8000098710 80 80 8.99 6.554 10/1/2006 9/1/2036
8000098744 53.33 53.33 10.2 6.99 11/1/2006 10/1/2036
8000098755 79.2 98.9 7.99 0 10/1/2006 9/1/2036
8000098786 80 100 8.7 6.99 10/1/2006 9/1/2036
8000098801 100 100 11.175 0 10/1/2006 9/1/2036
8000098805 98.9 98.9 11.35 0 10/1/2006 9/1/2036
8000098990 80 100 8.25 5.67 10/1/2006 9/1/2036
8000098993 95 100 9.7 6.99 10/1/2006 9/1/2036
8000099037 100 100 11.05 0 10/1/2006 9/1/2036
8000099045 100 100 11.35 0 10/1/2006 9/1/2036
8000099215 90 100 7.35 4.77 10/1/2006 9/1/2036
8000099244 100 100 10.15 0 10/1/2006 9/1/2036
8000099258 65 65 6.6 0 10/1/2006 9/1/2036
8000099260 95 95 9.45 6.87 10/1/2006 9/1/2036
8000099292 89.89 89.89 8.35 5.77 10/1/2006 9/1/2036
8000099507 80 80 8.8 6.22 10/1/2006 9/1/2036
8000099582 90 90 10.65 6.99 10/1/2006 9/1/2036
8000099741 80 100 7.99 5.41 10/1/2006 9/1/2036
8000099762 74.68 74.68 7.75 5.17 10/1/2006 9/1/2036
8000099772 80 100 9.15 0 10/1/2006 9/1/2036
8000099773 100 100 11.5 0 10/1/2006 9/1/2036
8000099783 80 100 9.7 6.99 10/1/2006 9/1/2036
8000099800 100 100 11.35 0 10/1/2006 9/1/2036
8000099824 28.17 28.17 9.35 6.77 10/1/2006 9/1/2036
8000099835 90 90 9.55 6.97 10/1/2006 9/1/2036
8000099878 80 100 7.75 5.17 10/1/2006 9/1/2036
8000099886 85.45 85.45 6.85 0 10/1/2006 9/1/2036
8000099896 80 100 7.45 0 10/1/2006 9/1/2036
8000099931 100 100 11.275 0 10/1/2006 9/1/2036
8000099971 90 90 8.15 5.57 10/1/2006 9/1/2036
8000099979 80 100 8.55 5.97 10/1/2006 9/1/2036
8000099998 85 85 8.65 6.07 10/1/2006 9/1/2036
8000100091 69.74 69.74 9.1 6.52 10/1/2006 9/1/2036
8000100112 80 100 7.3 0 10/1/2006 9/1/2036
8000100115 100 100 11.125 0 10/1/2006 9/1/2036
8000100118 100 100 11.125 0 10/1/2006 9/1/2036
8000100171 73.41 73.41 6.35 0 10/1/2006 9/1/2036
8000100198 100 100 10.65 0 10/1/2006 9/1/2036
8000100204 64 64 10.7 0 10/1/2006 9/1/2036
8000100206 80 90 7.15 0 10/1/2006 9/1/2036
8000100210 94.98 94.98 12.7 0 10/1/2006 9/1/2021
8000100239 80 100 8 5.42 11/1/2006 10/1/2036
8000100275 95 95 8.75 6.17 10/1/2006 9/1/2036
8000100297 90 90 9.875 0 10/1/2006 9/1/2036
8000100317 77.88 77.88 6.65 0 10/1/2006 9/1/2036
8000100344 80 100 7.7 5.12 10/1/2006 9/1/2036
8000100349 100 100 11.075 0 10/1/2006 9/1/2036
8000100375 80 100 7.7 5.12 10/1/2006 9/1/2036
8000100433 100 100 12.175 0 10/1/2006 9/1/2021
8000100452 16.13 16.13 10.75 6.99 10/1/2006 9/1/2036
8000100457 94.21 94.21 7.7 5.12 10/1/2006 9/1/2036
8000100507 100 100 11.275 0 10/1/2006 9/1/2036
8000100533 80 100 6.68 0 10/1/2006 9/1/2036
8000100563 100 100 11.325 0 11/1/2006 10/1/2036
8000100583 90 90 8.5 5.92 10/1/2006 9/1/2036
8000100586 80 96 6.55 3.97 10/1/2006 9/1/2036
8000100597 80 100 8.5 5.92 10/1/2006 9/1/2036
8000100637 90 90 7.99 5.41 10/1/2006 9/1/2036
8000100665 100 100 11.075 0 10/1/2006 9/1/2036
8000100683 61.02 61.02 8.25 0 10/1/2006 9/1/2036
8000100689 100 100 10.175 0 10/1/2006 9/1/2036
8000100729 100 100 11.725 0 11/1/2006 10/1/2036
8000100743 80 100 6.75 4.17 10/1/2006 9/1/2036
8000100772 96 96 10.675 0 10/1/2006 9/1/2036
8000100868 55.08 55.08 10.1 6.99 10/1/2006 9/1/2036
8000100976 100 100 11.725 0 10/1/2006 9/1/2036
8000100999 100 100 11.275 0 11/1/2006 10/1/2036
8000101054 95 95 13.2 0 10/1/2006 9/1/2021
8000101124 77.89 77.89 8.9 6.32 11/1/2006 10/1/2036
8000101134 80 100 9.8 6.99 10/1/2006 9/1/2036
8000101206 80 100 6.9 4.32 10/1/2006 9/1/2036
8000101241 100 100 10.3 0 10/1/2006 9/1/2036
8000101257 80 100 9.4 6.82 10/1/2006 9/1/2036
8000101276 100 100 11.075 0 10/1/2006 9/1/2036
8000101399 100 100 11.475 0 10/1/2006 9/1/2036
8000101406 90 90 6.99 4.41 11/1/2006 10/1/2036
LOAN NUMBER INTEREST PAID TO DATE NEXT DUE DATE ORIGINAL BALANCE CURRENT BALANCE APPRAISED VALUE
- ----------- --------------------- ------------- ---------------- --------------- ---------------
1000309078 9/1/2006 10/1/2006 176,000.00 175,624.65 220000
1000314552 9/1/2006 10/1/2006 192,000.00 191,687.92 240000
1000316803 9/1/2006 10/1/2006 208,000.00 207,632.66 260000
1000317096 9/1/2006 10/1/2006 352,000.00 351,411.75 440000
1000318104 9/1/2006 10/1/2006 103,050.00 102,949.52 114500
1000318322 9/1/2006 10/1/2006 55,600.00 55,549.04 278000
1000318624 9/1/2006 10/1/2006 196,000.00 195,842.72 245000
1000319217 9/1/2006 10/1/2006 320,000.00 319,655.46 400000
1000319764 8/1/2006 9/1/2006 276,800.00 276,646.27 346000
1000320600 9/1/2006 10/1/2006 144,000.00 143,806.88 180000
1000320923 9/1/2006 10/1/2006 110,400.00 110,338.59 138000
1000320949 9/1/2006 10/1/2006 213,000.00 212,807.58 335000
1000321045 8/1/2006 9/1/2006 24,400.00 24,260.16 122000
1000321167 9/1/2006 10/1/2006 27,600.00 27,576.00 138000
1000321220 9/1/2006 10/1/2006 210,000.00 209,692.42 276000
1000321248 9/1/2006 10/1/2006 80,000.00 79,832.48 100000
1000321474 9/1/2006 10/1/2006 197,700.00 197,573.93 252000
1000321640 9/1/2006 10/1/2006 127,000.00 126,924.86 230000
1000321668 9/1/2006 10/1/2006 158,750.00 158,706.71 231900
1000321727 9/1/2006 10/1/2006 322,000.00 321,698.39 460000
1000321731 8/1/2006 9/1/2006 384,000.00 383,783.18 480000
1000321874 9/1/2006 10/1/2006 250,000.00 249,712.15 418000
1000321939 9/1/2006 10/1/2006 178,200.00 178,064.70 198000
1000322191 9/1/2006 10/1/2006 164,900.00 164,595.07 194000
1000322357 9/1/2006 10/1/2006 344,000.00 344,000.00 430000
1000322430 9/1/2006 10/1/2006 174,000.00 173,912.44 290000
1000322604 9/1/2006 10/1/2006 116,100.00 115,972.41 129000
1000322620 9/1/2006 10/1/2006 134,100.00 134,032.87 149000
1000322730 9/1/2006 10/1/2006 297,000.00 296,461.94 330000
1000322739 9/1/2006 10/1/2006 161,500.00 161,284.74 210000
1000323092 8/1/2006 9/1/2006 131,750.00 131,618.49 155000
1000323255 9/1/2006 10/1/2006 232,000.00 231,900.20 290000
1000323464 8/1/2006 9/1/2006 378,200.00 377,834.24 445000
1000323627 9/1/2006 10/1/2006 374,000.00 373,706.08 440000
1000323637 9/1/2006 10/1/2006 140,400.00 140,245.70 156000
1000323648 9/1/2006 10/1/2006 234,000.00 233,792.10 260000
1000323852 9/1/2006 10/1/2006 288,000.00 287,798.11 480000
1000323893 8/1/2006 9/1/2006 245,000.00 244,878.23 306900
1000323944 8/1/2006 9/1/2006 326,400.00 326,259.60 408000
1000323982 8/1/2006 9/1/2006 159,300.00 159,108.28 177000
1000324040 9/1/2006 10/1/2006 337,000.00 334,514.41 470000
1000324055 9/1/2006 10/1/2006 183,100.00 182,993.51 325000
1000324065 9/1/2006 10/1/2006 250,000.00 249,918.49 380000
1000324078 9/1/2006 10/1/2006 364,500.00 364,361.26 486000
1000324173 9/1/2006 10/1/2006 304,000.00 303,817.52 380000
1000324291 9/1/2006 10/1/2006 300,000.00 299,434.68 566000
1000324332 9/1/2006 10/1/2006 385,000.00 384,299.21 550000
1000324392 9/1/2006 10/1/2006 235,000.00 234,944.32 338000
1000324560 9/1/2006 10/1/2006 414,000.00 413,853.00 414000
3000062243 9/1/2006 10/1/2006 232,000.00 231,486.51 290000
3000063938 9/1/2006 10/1/2006 218,400.00 218,007.59 273000
3000064392 9/1/2006 10/1/2006 54,600.00 54,515.80 273000
3000090258 9/1/2006 10/1/2006 376,000.00 376,000.00 470000
3000096334 9/1/2006 10/1/2006 352,000.00 351,508.85 440000
3000098201 9/1/2006 10/1/2006 125,000.00 124,657.72 260000
3000103082 9/1/2006 10/1/2006 209,000.00 208,371.49 325000
3000104891 9/1/2006 10/1/2006 121,800.00 121,532.83 210000
3000105734 9/1/2006 10/1/2006 219,300.00 219,022.22 258000
3000105869 9/1/2006 10/1/2006 336,000.00 335,397.50 420000
3000106074 9/1/2006 10/1/2006 306,000.00 305,612.38 405000
3000111413 8/1/2006 9/1/2006 132,000.00 131,899.79 165000
3000112960 9/1/2006 10/1/2006 465,000.00 464,634.57 592000
3000113790 9/1/2006 10/1/2006 180,720.00 180,602.97 227000
3000119514 9/1/2006 10/1/2006 137,514.00 137,442.45 214000
3000120458 9/1/2006 10/1/2006 164,700.00 164,441.85 183000
3000120481 9/1/2006 10/1/2006 120,000.00 119,773.52 150000
3000120517 9/1/2006 10/1/2006 30,000.00 29,975.12 150000
3000123188 8/1/2006 9/1/2006 33,000.00 32,971.54 165000
3000124646 9/1/2006 10/1/2006 164,800.00 164,687.10 206000
3000128070 9/1/2006 10/1/2006 127,500.00 127,387.92 190000
3000128786 9/1/2006 10/1/2006 397,600.00 397,245.73 497000
3000129048 9/1/2006 10/1/2006 348,000.00 347,850.32 435000
3000129220 9/1/2006 10/1/2006 164,000.00 163,889.30 205000
3000130542 9/1/2006 10/1/2006 86,400.00 86,367.11 108000
3000131304 9/1/2006 10/1/2006 300,000.00 299,853.08 500000
3000131952 9/1/2006 10/1/2006 108,000.00 107,863.19 120000
3000134513 9/1/2006 10/1/2006 310,500.00 310,321.01 345000
3000135638 8/1/2006 9/1/2006 216,000.00 215,838.42 270000
3000135876 9/1/2006 10/1/2006 188,000.00 187,823.87 358000
3000136194 9/1/2006 10/1/2006 336,000.00 335,855.48 420000
3000137015 9/1/2006 10/1/2006 177,000.00 176,780.33 200000
3000138038 9/1/2006 10/1/2006 172,500.00 172,203.89 230000
3000138799 9/1/2006 10/1/2006 90,000.00 89,962.84 90000
3000140112 9/1/2006 10/1/2006 306,000.00 305,850.15 360000
3000142329 8/1/2006 9/1/2006 144,500.00 144,363.17 170000
3000142637 9/1/2006 10/1/2006 389,500.00 389,500.00 405000
3000143080 9/1/2006 10/1/2006 117,000.00 116,837.59 130000
3000143331 9/1/2006 10/1/2006 205,000.00 205,000.00 205000
3000144207 8/1/2006 9/1/2006 196,750.00 196,431.93 231500
3000144252 9/1/2006 10/1/2006 228,800.00 228,583.36 290000
3000144365 9/1/2006 10/1/2006 403,750.00 403,283.73 525000
3000144753 9/1/2006 10/1/2006 210,400.00 210,256.38 263000
3000145253 9/1/2006 10/1/2006 121,800.00 121,760.14 174000
3000146389 9/1/2006 10/1/2006 52,600.00 52,554.75 263000
3000146744 8/1/2006 9/1/2006 272,000.00 271,905.42 320000
3000147028 9/1/2006 10/1/2006 202,000.00 201,899.61 280000
3000147108 9/1/2006 10/1/2006 183,920.00 183,835.07 230000
3000147277 9/1/2006 10/1/2006 244,000.00 243,808.25 425000
3000148597 9/1/2006 10/1/2006 186,000.00 185,954.62 248000
3000148995 9/1/2006 10/1/2006 171,000.00 170,745.39 180000
3000150057 9/1/2006 10/1/2006 148,750.00 148,623.38 175000
3000150627 9/1/2006 10/1/2006 120,000.00 119,916.80 202695
3000151445 9/1/2006 10/1/2006 223,920.00 223,773.54 279900
3000151935 9/1/2006 10/1/2006 188,000.00 187,702.87 235000
3000152457 9/1/2006 10/1/2006 218,000.00 217,893.24 218000
3000152981 9/1/2006 10/1/2006 115,050.00 115,009.38 177000
3000154983 9/1/2006 10/1/2006 180,000.00 179,915.66 240000
3000155837 9/1/2006 10/1/2006 175,000.00 174,913.04 400000
3000156872 9/1/2006 10/1/2006 141,400.00 141,326.70 157200
3000157134 9/1/2006 10/1/2006 255,000.00 254,761.11 300000
3000157407 9/1/2006 10/1/2006 280,000.00 279,893.44 400000
3000158590 9/1/2006 10/1/2006 247,500.00 247,380.55 275000
3000158987 9/1/2006 10/1/2006 375,000.00 374,824.27 525000
3000159421 9/1/2006 10/1/2006 175,000.00 174,825.33 320000
3000159706 8/1/2006 9/1/2006 95,000.00 94,888.00 95000
3000159999 9/1/2006 10/1/2006 200,000.00 199,865.40 490000
3000161005 9/1/2006 10/1/2006 333,000.00 332,800.12 370000
3000161937 9/1/2006 10/1/2006 310,000.00 309,827.26 310000
3000162346 9/1/2006 10/1/2006 300,000.00 299,787.42 400000
3000162676 9/1/2006 10/1/2006 116,370.00 116,239.72 129300
3000162858 9/1/2006 10/1/2006 150,000.00 149,797.63 201000
3000163369 9/1/2006 10/1/2006 412,500.00 412,148.31 650000
3000163449 9/1/2006 10/1/2006 180,000.00 179,968.35 180000
3000163483 9/1/2006 10/1/2006 211,200.00 211,024.86 264000
3000163575 9/1/2006 10/1/2006 52,800.00 52,785.70 264000
3000164509 9/1/2006 10/1/2006 140,000.00 139,962.99 303000
3000165292 9/1/2006 10/1/2006 229,500.00 228,760.07 255000
3000166293 9/1/2006 10/1/2006 147,000.00 146,957.00 210000
3000166603 9/1/2006 10/1/2006 143,920.00 143,839.63 180000
3000166987 9/1/2006 10/1/2006 215,000.00 214,954.07 575000
3000167227 8/1/2006 9/1/2006 203,500.00 203,389.29 350000
3000167465 9/1/2006 10/1/2006 107,500.00 107,367.56 109000
3000167693 9/1/2006 10/1/2006 202,500.00 202,438.76 335000
3000167819 8/1/2006 9/1/2006 367,500.00 367,266.56 525000
3000168320 9/1/2006 10/1/2006 83,500.00 83,439.68 120000
3000168397 10/1/2006 11/1/2006 368,000.00 367,746.22 460000
3000168466 9/1/2006 10/1/2006 236,500.00 236,268.88 281000
3000169070 9/1/2006 10/1/2006 132,000.00 131,854.96 165000
3000170028 9/1/2006 10/1/2006 93,000.00 92,884.58 110000
3000170222 9/1/2006 10/1/2006 408,000.00 407,433.73 515000
3000170530 9/1/2006 10/1/2006 268,000.00 267,915.09 375000
3000170994 9/1/2006 10/1/2006 177,000.00 176,935.35 264000
3000171085 9/1/2006 10/1/2006 275,400.00 275,342.90 306000
3000171461 9/1/2006 10/1/2006 357,000.00 356,735.05 470000
3000171780 10/1/2006 11/1/2006 183,000.00 182,799.33 210000
3000172053 9/1/2006 10/1/2006 180,000.00 179,965.36 900000
3000173087 9/1/2006 10/1/2006 152,000.00 151,891.74 190000
3000173338 9/1/2006 10/1/2006 240,000.00 239,941.27 496000
3000174408 9/1/2006 10/1/2006 322,000.00 321,770.67 550000
3000174501 8/1/2006 9/1/2006 105,000.00 104,952.23 120000
3000175238 9/1/2006 10/1/2006 176,700.00 176,397.85 186000
3000175659 9/1/2006 10/1/2006 167,000.00 167,000.00 310000
3000176832 9/1/2006 10/1/2006 99,200.00 99,176.84 124000
3000177105 9/1/2006 10/1/2006 114,000.00 113,810.71 163000
3000177138 9/1/2006 10/1/2006 131,500.00 131,476.45 270000
3000177332 9/1/2006 10/1/2006 185,250.00 185,250.00 247000
3000177720 9/1/2006 10/1/2006 100,000.00 99,933.65 560000
3000177811 9/1/2006 10/1/2006 200,000.00 200,000.00 250000
3000178140 9/1/2006 10/1/2006 300,000.00 299,700.57 383000
3000178685 9/1/2006 10/1/2006 247,482.00 247,255.50 345000
3000179083 9/1/2006 10/1/2006 157,000.00 156,941.03 225000
3000179185 8/1/2006 9/1/2006 410,500.00 410,177.41 542000
3000179982 9/1/2006 10/1/2006 365,750.00 365,560.08 395000
3000180462 9/1/2006 10/1/2006 225,250.00 225,146.00 265000
3000180532 9/1/2006 10/1/2006 378,750.00 378,567.59 505000
3000180792 9/1/2006 10/1/2006 102,750.00 102,647.45 114167
3000180827 9/1/2006 10/1/2006 124,000.00 123,856.80 155000
3000181032 9/1/2006 10/1/2006 31,000.00 30,980.52 155000
3000181305 9/1/2006 10/1/2006 299,000.00 298,851.41 460000
3000182124 9/1/2006 10/1/2006 210,000.00 210,000.00 280000
3000182420 9/1/2006 10/1/2006 408,500.00 407,686.43 670000
3000182658 9/1/2006 10/1/2006 132,000.00 131,642.45 165000
3000182716 9/1/2006 10/1/2006 118,000.00 117,890.61 300000
3000182863 9/1/2006 10/1/2006 280,250.00 280,157.32 295000
3000182874 9/1/2006 10/1/2006 135,000.00 135,000.00 351500
3000183001 9/1/2006 10/1/2006 33,000.00 32,979.26 165000
3000183216 9/1/2006 10/1/2006 173,000.00 172,885.18 295000
3000183513 9/1/2006 10/1/2006 340,000.00 339,909.43 497000
3000183820 9/1/2006 10/1/2006 330,000.00 329,825.30 675000
3000183944 10/1/2006 11/1/2006 228,000.00 227,840.70 240000
3000184080 9/1/2006 10/1/2006 212,000.00 211,848.85 267000
3000184159 9/1/2006 10/1/2006 53,000.00 52,985.42 267000
3000184694 9/1/2006 10/1/2006 348,400.00 347,797.81 435500
3000184796 9/1/2006 10/1/2006 80,750.00 80,750.00 95000
3000184854 9/1/2006 10/1/2006 200,000.00 199,865.80 745000
3000185172 9/1/2006 10/1/2006 310,250.00 310,250.00 365000
3000185560 9/1/2006 10/1/2006 108,000.00 107,896.65 120000
3000185731 8/1/2006 9/1/2006 107,000.00 106,942.76 170000
3000185968 9/1/2006 10/1/2006 148,500.00 148,309.97 165000
3000186322 8/1/2006 9/1/2006 212,500.00 212,313.20 250000
3000186480 9/1/2006 10/1/2006 195,000.00 194,957.72 275000
3000186583 8/1/2006 9/1/2006 388,000.00 387,852.33 485000
3000186641 9/1/2006 10/1/2006 234,000.00 233,815.64 260000
3000187243 8/1/2006 9/1/2006 93,800.00 93,735.68 134000
3000187403 8/1/2006 9/1/2006 384,000.00 383,886.78 480000
3000187620 9/1/2006 10/1/2006 420,000.00 419,828.40 700000
3000187846 9/1/2006 10/1/2006 76,500.00 76,485.37 90000
3000188266 9/1/2006 10/1/2006 227,600.00 227,600.00 315000
3000188288 9/1/2006 10/1/2006 355,000.00 354,909.49 396000
3000188302 8/1/2006 9/1/2006 345,000.00 344,837.33 345000
3000188324 9/1/2006 10/1/2006 214,400.00 214,335.86 268000
3000188379 9/1/2006 10/1/2006 352,000.00 351,944.17 470000
3000188380 9/1/2006 10/1/2006 248,000.00 247,926.88 425000
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3000188938 8/1/2006 9/1/2006 136,000.00 135,938.54 170000
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8000096882 9/1/2006 10/1/2006 84,000.00 83,964.39 105000
8000097091 9/1/2006 10/1/2006 492,000.00 491,762.55 615000
8000097227 9/1/2006 10/1/2006 296,000.00 295,784.68 370000
8000097254 9/1/2006 10/1/2006 508,716.00 508,511.02 635894
8000097309 9/1/2006 10/1/2006 127,178.00 127,120.22 635894
8000097323 9/1/2006 10/1/2006 74,000.00 73,969.94 370000
8000097391 9/1/2006 10/1/2006 353,400.00 353,334.79 372000
8000097656 9/1/2006 10/1/2006 585,000.00 584,599.43 650000
8000097688 9/1/2006 10/1/2006 85,500.00 85,455.20 95000
8000097750 9/1/2006 10/1/2006 138,000.00 138,000.00 172500
8000097762 9/1/2006 10/1/2006 400,000.00 399,909.33 455000
8000097791 9/1/2006 10/1/2006 489,000.00 488,735.67 546000
8000097851 9/1/2006 10/1/2006 522,000.00 521,426.40 585000
8000097944 9/1/2006 10/1/2006 34,500.00 34,485.21 172500
8000097948 9/1/2006 10/1/2006 599,000.00 597,621.75 925000
8000097960 9/1/2006 10/1/2006 264,000.00 264,000.00 330000
8000098149 9/1/2006 10/1/2006 306,000.00 305,794.26 340000
8000098197 9/1/2006 10/1/2006 66,000.00 65,981.83 330000
8000098225 9/1/2006 10/1/2006 263,200.00 263,153.72 329000
8000098233 9/1/2006 10/1/2006 310,000.00 309,663.57 326485
8000098259 9/1/2006 10/1/2006 216,000.00 215,905.00 240000
8000098288 9/1/2006 10/1/2006 117,000.00 116,945.99 130000
8000098292 9/1/2006 10/1/2006 185,600.00 185,600.00 232000
8000098295 9/1/2006 10/1/2006 515,950.00 515,624.33 607000
8000098317 9/1/2006 10/1/2006 46,400.00 46,384.59 232000
8000098335 9/1/2006 10/1/2006 89,700.00 89,662.78 138000
8000098351 9/1/2006 10/1/2006 65,800.00 65,779.43 329000
8000098358 9/1/2006 10/1/2006 65,000.00 64,971.24 65000
8000098401 9/1/2006 10/1/2006 638,000.00 637,363.64 752000
8000098612 9/1/2006 10/1/2006 245,000.00 244,919.96 350000
8000098632 9/1/2006 10/1/2006 432,000.00 431,830.73 540000
8000098644 9/1/2006 10/1/2006 288,000.00 287,922.15 360000
8000098678 9/1/2006 10/1/2006 72,000.00 71,975.01 360000
8000098704 9/1/2006 10/1/2006 108,000.00 107,964.13 540000
8000098710 9/1/2006 10/1/2006 578,400.00 578,276.07 723000
8000098744 10/1/2006 11/1/2006 80,000.00 80,000.00 150000
8000098755 9/1/2006 10/1/2006 792,000.00 791,467.50 1000000
8000098786 9/1/2006 10/1/2006 668,000.00 667,844.04 835000
8000098801 9/1/2006 10/1/2006 167,000.00 166,942.68 835000
8000098805 9/1/2006 10/1/2006 197,000.00 196,934.93 1000000
8000098990 9/1/2006 10/1/2006 130,000.00 129,917.10 162500
8000098993 9/1/2006 10/1/2006 203,300.00 203,204.13 214000
8000099037 9/1/2006 10/1/2006 97,450.00 97,415.62 97450
8000099045 9/1/2006 10/1/2006 90,000.00 89,970.27 450000
8000099215 9/1/2006 10/1/2006 315,000.00 315,000.00 350000
8000099244 9/1/2006 10/1/2006 35,000.00 34,985.00 350000
8000099258 9/1/2006 10/1/2006 422,500.00 422,125.41 650000
8000099260 9/1/2006 10/1/2006 142,500.00 142,429.16 150000
8000099292 9/1/2006 10/1/2006 427,000.00 426,889.52 475000
8000099507 9/1/2006 10/1/2006 696,000.00 695,935.51 870000
8000099582 9/1/2006 10/1/2006 121,410.00 121,363.28 134900
8000099741 9/1/2006 10/1/2006 560,000.00 559,929.13 700000
8000099762 9/1/2006 10/1/2006 575,000.00 574,594.16 770000
8000099772 9/1/2006 10/1/2006 327,200.00 327,026.78 409000
8000099773 9/1/2006 10/1/2006 140,000.00 139,955.26 700000
8000099783 9/1/2006 10/1/2006 268,000.00 267,982.56 335000
8000099800 9/1/2006 10/1/2006 81,800.00 81,772.98 409000
8000099824 9/1/2006 10/1/2006 84,500.00 84,357.10 300000
8000099835 9/1/2006 10/1/2006 142,992.00 142,966.09 158880
8000099878 9/1/2006 10/1/2006 432,000.00 431,695.09 540000
8000099886 9/1/2006 10/1/2006 470,000.00 469,603.20 550000
8000099896 9/1/2006 10/1/2006 356,000.00 355,944.74 445000
8000099931 9/1/2006 10/1/2006 67,000.00 66,977.50 335000
8000099971 9/1/2006 10/1/2006 729,000.00 728,525.56 810000
8000099979 9/1/2006 10/1/2006 318,400.00 318,209.08 398000
8000099998 9/1/2006 10/1/2006 533,418.00 533,104.68 627550
8000100091 9/1/2006 10/1/2006 265,000.00 264,858.23 380000
8000100112 9/1/2006 10/1/2006 556,000.00 555,908.70 695000
8000100115 9/1/2006 10/1/2006 79,600.00 79,572.38 398000
8000100118 9/1/2006 10/1/2006 139,000.00 138,951.77 695000
8000100171 9/1/2006 10/1/2006 635,000.00 634,852.15 865000
8000100198 9/1/2006 10/1/2006 108,000.00 107,958.44 540000
8000100204 9/1/2006 10/1/2006 112,000.00 111,957.37 175000
8000100206 9/1/2006 10/1/2006 544,000.00 543,905.54 680000
8000100210 9/1/2006 10/1/2006 15,000.00 14,971.91 249000
8000100239 10/1/2006 11/1/2006 252,800.00 252,800.00 316000
8000100275 9/1/2006 10/1/2006 541,500.00 541,448.84 570000
8000100297 9/1/2006 10/1/2006 68,000.00 67,969.10 680000
8000100317 9/1/2006 10/1/2006 440,000.00 439,908.14 565000
8000100344 9/1/2006 10/1/2006 88,000.00 87,937.26 110000
8000100349 9/1/2006 10/1/2006 89,000.00 88,968.78 445000
8000100375 9/1/2006 10/1/2006 412,000.00 411,706.27 515000
8000100433 10/1/2006 11/1/2006 22,000.00 21,956.69 110000
8000100452 9/1/2006 10/1/2006 75,000.00 74,990.57 465000
8000100457 9/1/2006 10/1/2006 642,000.00 641,909.29 681460
8000100507 9/1/2006 10/1/2006 103,000.00 102,965.41 515000
8000100533 9/1/2006 10/1/2006 260,548.00 260,494.19 325685
8000100563 10/1/2006 11/1/2006 62,000.00 62,000.00 310000
8000100583 9/1/2006 10/1/2006 648,000.00 647,607.44 720000
8000100586 9/1/2006 10/1/2006 492,000.00 491,893.46 615000
8000100597 9/1/2006 10/1/2006 256,000.00 255,973.35 320000
8000100637 9/1/2006 10/1/2006 378,000.00 377,745.85 420000
8000100665 9/1/2006 10/1/2006 64,000.00 63,977.55 320000
8000100683 9/1/2006 10/1/2006 108,000.00 107,931.13 177000
8000100689 9/1/2006 10/1/2006 65,137.00 65,109.24 325685
8000100729 10/1/2006 11/1/2006 63,200.00 63,200.00 316000
8000100743 9/1/2006 10/1/2006 152,000.00 151,865.00 190000
8000100772 9/1/2006 10/1/2006 98,400.00 98,362.34 615000
8000100868 9/1/2006 10/1/2006 130,000.00 129,943.70 236000
8000100976 9/1/2006 10/1/2006 38,000.00 37,971.29 190000
8000100999 10/1/2006 11/1/2006 57,000.00 57,000.00 285000
8000101054 9/1/2006 10/1/2006 17,850.00 17,818.15 357000
8000101124 10/1/2006 11/1/2006 444,000.00 444,000.00 570000
8000101134 9/1/2006 10/1/2006 60,000.00 59,972.30 75000
8000101206 9/1/2006 10/1/2006 252,000.00 251,789.32 315000
8000101241 9/1/2006 10/1/2006 45,000.00 44,981.33 225000
8000101257 9/1/2006 10/1/2006 280,000.00 279,979.48 350000
8000101276 9/1/2006 10/1/2006 70,000.00 69,975.44 350000
8000101399 9/1/2006 10/1/2006 63,000.00 62,979.75 315000
8000101406 10/1/2006 11/1/2006 153,900.00 153,900.00 171000
LOAN NUMBER PURCHASE PRICE INDEX PRODUCT CODE FIRST PERIODIC RATE CAP SUBSEQUENT PERIODIC CAP
- ----------- -------------- ----- ------------ ----------------------- -----------------------
1000309078 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 2 1.5
1000314552 240000 6 MO LIBOR 2/28 ARM 40/30 Balloon 2 1.5
1000316803 260000 6 MO LIBOR 2/28 ARM 40/30 Balloon 2 1.5
1000317096 440000 6 MO LIBOR 2/28 ARM 40/30 Balloon 2 1.5
1000318104 114500 6 MO LIBOR 2/28 ARM 40/30 Balloon 2 1.5
1000318322 0 FIXED Fixed Rate 0 0
1000318624 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
1000319217 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
1000319764 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
1000320600 0 6 MO LIBOR 2/28 3 1.5
1000320923 138100 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
1000320949 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
1000321045 0 FIXED Fixed Rate 0 0
1000321167 138100 FIXED Fixed Rate 0 0
1000321220 0 6 MO LIBOR 2/28 3 1.5
1000321248 100000 6 MO LIBOR 2/28 3 1.5
1000321474 0 6 MO LIBOR 2/28 3 1.5
1000321640 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
1000321668 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
1000321727 0 6 MO LIBOR 2/28 3 1.5
1000321731 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
1000321874 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
1000321939 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
1000322191 0 6 MO LIBOR 2/28 3 1.5
1000322357 0 6 MO LIBOR 2/28 IO 3 1.5
1000322430 0 6 MO LIBOR 2/28 3 1.5
1000322604 0 6 MO LIBOR 2/28 3 1.5
1000322620 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
1000322730 330000 6 MO LIBOR 2/28 3 1.5
1000322739 0 6 MO LIBOR 2/28 3 1.5
1000323092 155000 6 MO LIBOR 2/28 3 1.5
1000323255 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
1000323464 0 6 MO LIBOR 2/28 3 1.5
1000323627 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
1000323637 156000 6 MO LIBOR 2/28 3 1.5
1000323648 0 6 MO LIBOR 2/28 3 1.5
1000323852 0 6 MO LIBOR 2/28 3 1.5
1000323893 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
1000323944 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
1000323982 0 6 MO LIBOR 2/28 3 1.5
1000324040 0 6 MO LIBOR 2/28 3 1.5
1000324055 0 6 MO LIBOR 2/28 3 1.5
1000324065 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
1000324078 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
1000324173 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
1000324291 0 FIXED Fixed Rate 0 0
1000324332 0 FIXED Fixed Rate 0 0
1000324392 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
1000324560 0 FIXED Fixed Rate 40/30 Balloon 0 0
3000062243 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 2 1.5
3000063938 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 2 1.5
3000064392 0 FIXED Fixed Rate 0 0
3000090258 0 6 MO LIBOR 2/28 IO 2 1.5
3000096334 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000098201 0 FIXED Fixed Rate 0 0
3000103082 0 FIXED Fixed Rate 0 0
3000104891 0 6 MO LIBOR 2/28 3 1.5
3000105734 0 6 MO LIBOR 2/28 3 1.5
3000105869 0 6 MO LIBOR 2/28 3 1.5
3000106074 0 6 MO LIBOR 2/28 3 1.5
3000111413 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000112960 0 FIXED Fixed Rate 40/30 Balloon 0 0
3000113790 225900 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000119514 0 6 MO LIBOR 2/28 3 1.5
3000120458 0 6 MO LIBOR 2/28 3 1.5
3000120481 150000 6 MO LIBOR 2/28 3 1.5
3000120517 150000 FIXED Fixed Rate 0 0
3000123188 0 FIXED Fixed Rate 0 0
3000124646 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000128070 150000 6 MO LIBOR 2/28 3 1.5
3000128786 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000129048 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000129220 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000130542 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000131304 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000131952 0 6 MO LIBOR 2/28 3 1.5
3000134513 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000135638 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000135876 0 6 MO LIBOR 2/28 3 1.5
3000136194 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000137015 0 6 MO LIBOR 2/28 3 1.5
3000138038 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000138799 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000140112 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000142329 0 6 MO LIBOR 2/28 3 1.5
3000142637 0 6 MO LIBOR 2/28 IO 3 1.5
3000143080 130000 6 MO LIBOR 2/28 3 1.5
3000143331 0 6 MO LIBOR 2/28 IO 3 1.5
3000144207 0 6 MO LIBOR 2/28 3 1.5
3000144252 0 6 MO LIBOR 2/28 3 1.5
3000144365 0 6 MO LIBOR 2/28 3 1.5
3000144753 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000145253 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000146389 0 FIXED Fixed Rate 0 0
3000146744 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000147028 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000147108 229900 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000147277 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000148597 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000148995 0 FIXED Fixed Rate 0 0
3000150057 0 6 MO LIBOR 2/28 3 1.5
3000150627 0 6 MO LIBOR 2/28 3 1.5
3000151445 279900 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000151935 235000 6 MO LIBOR 2/28 3 1.5
3000152457 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000152981 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000154983 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000155837 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000156872 0 6 MO LIBOR 2/28 3 1.5
3000157134 0 6 MO LIBOR 2/28 3 1.5
3000157407 0 6 MO LIBOR 2/28 3 1.5
3000158590 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000158987 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000159421 0 6 MO LIBOR 2/28 3 1.5
3000159706 95000 6 MO LIBOR 2/28 3 1.5
3000159999 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000161005 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000161937 310000 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000162346 0 6 MO LIBOR 2/28 3 1.5
3000162676 0 6 MO LIBOR 2/28 3 1.5
3000162858 0 FIXED Fixed Rate 0 0
3000163369 0 6 MO LIBOR 2/28 3 1.5
3000163449 0 FIXED Fixed Rate 40/30 Balloon 0 0
3000163483 0 6 MO LIBOR 2/28 3 1.5
3000163575 0 FIXED Fixed Rate 0 0
3000164509 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000165292 0 FIXED Fixed Rate 0 0
3000166293 0 6 MO LIBOR 2/28 3 1.5
3000166603 179900 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000166987 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000167227 0 6 MO LIBOR 2/28 3 1.5
3000167465 0 6 MO LIBOR 3/27 3 1.5
3000167693 0 6 MO LIBOR 2/28 3 1.5
3000167819 0 6 MO LIBOR 2/28 3 1.5
3000168320 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000168397 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000168466 0 6 MO LIBOR 2/28 3 1.5
3000169070 0 6 MO LIBOR 2/28 3 1.5
3000170028 0 6 MO LIBOR 2/28 3 1.5
3000170222 0 FIXED Fixed Rate 0 0
3000170530 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000170994 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000171085 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000171461 0 FIXED Fixed Rate 0 0
3000171780 0 6 MO LIBOR 2/28 3 1.5
3000172053 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000173087 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000173338 0 6 MO LIBOR 5/25 ARM 40/30 Balloon 3 1.5
3000174408 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000174501 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000175238 0 6 MO LIBOR 2/28 3 1.5
3000175659 0 FIXED Fixed Rate 40/30 Balloon 0 0
3000176832 124000 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000177105 0 FIXED Fixed Rate 0 0
3000177138 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000177332 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000177720 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000177811 250000 6 MO LIBOR 2/28 3 1.5
3000178140 0 6 MO LIBOR 2/28 3 1.5
3000178685 0 FIXED Fixed Rate 40/30 Balloon 0 0
3000179083 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000179185 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000179982 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000180462 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000180532 0 6 MO LIBOR 2/28 3 1.5
3000180792 114167 6 MO LIBOR 2/28 3 1.5
3000180827 155000 6 MO LIBOR 2/28 3 1.5
3000181032 155000 FIXED Fixed Rate 0 0
3000181305 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000182124 0 6 MO LIBOR 2/28 3 1.5
3000182420 0 6 MO LIBOR 2/28 3 1.5
3000182658 165000 6 MO LIBOR 2/28 3 1.5
3000182716 0 6 MO LIBOR 2/28 3 1.5
3000182863 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000182874 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000183001 165000 FIXED Fixed Rate 0 0
3000183216 0 6 MO LIBOR 2/28 3 1.5
3000183513 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000183820 0 6 MO LIBOR 2/28 3 1.5
3000183944 0 FIXED Fixed Rate 0 0
3000184080 265000 6 MO LIBOR 2/28 3 1.5
3000184159 265000 FIXED Fixed Rate 0 0
3000184694 0 FIXED Fixed Rate 0 0
3000184796 95000 6 MO LIBOR 2/28 3 1.5
3000184854 0 6 MO LIBOR 2/28 3 1.5
3000185172 0 6 MO LIBOR 2/28 IO 3 1.5
3000185560 120000 6 MO LIBOR 2/28 3 1.5
3000185731 0 6 MO LIBOR 2/28 3 1.5
3000185968 0 6 MO LIBOR 2/28 3 1.5
3000186322 0 6 MO LIBOR 2/28 3 1.5
3000186480 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000186583 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000186641 0 6 MO LIBOR 2/28 3 1.5
3000187243 0 6 MO LIBOR 2/28 3 1.5
3000187403 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000187620 0 FIXED Fixed Rate 40/30 Balloon 0 0
3000187846 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000188266 0 6 MO LIBOR 2/28 3 1.5
3000188288 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000188302 0 6 MO LIBOR 2/28 3 1.5
3000188324 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000188379 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000188380 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000188610 0 6 MO LIBOR 2/28 3 1.5
3000188938 0 6 MO LIBOR 2/28 3 1.5
3000189381 0 6 MO LIBOR 2/28 3 1.5
3000189450 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000189688 0 FIXED Fixed Rate 0 0
3000189939 0 FIXED Fixed Rate 40/30 Balloon 0 0
3000190088 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000190260 0 6 MO LIBOR 2/28 3 1.5
3000190497 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000190578 103020 6 MO LIBOR 2/28 3 1.5
3000190589 0 FIXED Fixed Rate 0 0
3000190658 103020 FIXED Fixed Rate 0 0
3000190727 0 6 MO LIBOR 2/28 IO 3 1.5
3000190863 0 FIXED Fixed Rate 40/30 Balloon 0 0
3000191001 135000 6 MO LIBOR 2/28 3 1.5
3000191524 200000 6 MO LIBOR 2/28 3 1.5
3000191762 200000 FIXED Fixed Rate 0 0
3000191773 75000 6 MO LIBOR 2/28 3 1.5
3000192057 85000 6 MO LIBOR 2/28 3 1.5
3000192477 0 FIXED Fixed Rate 0 0
3000192887 0 6 MO LIBOR 2/28 3 1.5
3000193081 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000193478 0 6 MO LIBOR 2/28 3 1.5
3000193628 68000 6 MO LIBOR 2/28 3 1.5
3000193742 0 6 MO LIBOR 2/28 3 1.5
3000193946 0 FIXED Fixed Rate 0 0
3000194264 0 6 MO LIBOR 2/28 3 1.5
3000194457 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000194583 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000194889 0 6 MO LIBOR 2/28 3 1.5
3000195323 83500 6 MO LIBOR 2/28 3 1.5
3000195722 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000196299 0 6 MO LIBOR 2/28 3 1.5
3000196368 0 6 MO LIBOR 2/28 3 1.5
3000196790 0 6 MO LIBOR 2/28 IO 3 1.5
3000196825 0 6 MO LIBOR 2/28 3 1.5
3000196983 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000197427 0 6 MO LIBOR 3/27 ARM 40/30 Balloon 3 1.5
3000197542 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000197677 0 6 MO LIBOR 2/28 3 1.5
3000197724 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
3000198805 165000 6 MO LIBOR 2/28 3 1.5
3000198907 165000 FIXED Fixed Rate 0 0
3000199327 164000 6 MO LIBOR 2/28 3 1.5
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7000213807 0 6 MO LIBOR 2/28 ARM 50/30 Balloon 3 1.5
7000213813 0 6 MO LIBOR 2/28 3 1.5
7000213829 703227 6 MO LIBOR 2/28 ARM 50/30 Balloon 3 1.5
7000213866 215000 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
7000213882 303000 6 MO LIBOR 2/28 3 1.5
7000213900 285000 6 MO LIBOR 2/28 ARM 50/30 Balloon 3 1.5
7000213905 303000 FIXED Fixed Rate 0 0
7000213930 339500 6 MO LIBOR 5/25 ARM 50/30 Balloon 3 1.5
7000213940 215000 FIXED Fixed Rate 0 0
7000213966 285000 FIXED Fixed Rate 0 0
7000213978 350000 6 MO LIBOR 2/28 3 1.5
7000213987 0 6 MO LIBOR 2/28 ARM 50/30 Balloon 3 1.5
7000214022 0 6 MO LIBOR 2/28 3 1.5
7000214024 657500 6 MO LIBOR 2/28 ARM 50/30 Balloon 3 1.5
7000214039 0 FIXED Fixed Rate 0 0
7000214046 339500 FIXED Fixed Rate 0 0
7000214048 0 FIXED Fixed Rate 0 0
7000214064 291210 FIXED Fixed Rate 0 0
7000214128 0 6 MO LIBOR 2/28 3 1.5
7000214224 408000 6 MO LIBOR 2/28 ARM 50/30 Balloon 3 1.5
7000214229 0 6 MO LIBOR 3/27 ARM 50/30 Balloon 3 1.5
7000214241 408000 FIXED Fixed Rate 0 0
7000214247 0 FIXED Fixed Rate 0 0
7000214283 498000 6 MO LIBOR 2/28 ARM 50/30 Balloon 3 1.5
7000214317 724000 FIXED Fixed Rate 0 0
7000214325 0 6 MO LIBOR 2/28 ARM 50/30 Balloon 3 1.5
7000214344 498000 FIXED Fixed Rate 0 0
7000214350 660000 6 MO LIBOR 2/28 IO 3 1.5
7000214357 465000 6 MO LIBOR 2/28 ARM 50/30 Balloon 3 1.5
7000214360 850000 FIXED Fixed Rate 0 0
7000214362 0 FIXED Fixed Rate 0 0
7000214365 0 FIXED Fixed Rate 0 0
7000214374 227300 6 MO LIBOR 2/28 ARM 50/30 Balloon 3 1.5
7000214376 0 6 MO LIBOR 2/28 3 1.5
7000214407 227300 FIXED Fixed Rate 0 0
7000214430 724000 FIXED Fixed Rate 0 0
7000214471 465000 FIXED Fixed Rate 0 0
7000214484 0 FIXED Fixed Rate 50/30 Balloon 0 0
7000214496 335000 FIXED Fixed Rate 0 0
7000214506 335000 FIXED Fixed Rate 0 0
7000214543 325000 6 MO LIBOR 2/28 3 1.5
7000214547 220000 6 MO LIBOR 2/28 ARM 50/30 Balloon 3 1.5
7000214561 229000 6 MO LIBOR 2/28 ARM 50/30 Balloon 3 1.5
7000214565 304900 6 MO LIBOR 2/28 ARM 50/30 Balloon 3 1.5
7000214570 660000 FIXED Fixed Rate 0 0
7000214599 173000 6 MO LIBOR 2/28 ARM 50/30 Balloon 3 1.5
7000214649 560000 6 MO LIBOR 2/28 ARM 50/30 Balloon 3 1.5
7000214657 325000 FIXED Fixed Rate 0 0
7000214661 172000 6 MO LIBOR 2/28 3 1.5
7000214667 420000 6 MO LIBOR 2/28 ARM 50/30 Balloon 3 1.5
7000214704 420000 FIXED Fixed Rate 0 0
7000214718 560000 FIXED Fixed Rate 0 0
7000214768 400000 6 MO LIBOR 2/28 ARM 50/30 Balloon 3 1.5
7000214799 850000 6 MO LIBOR 3/27 ARM 50/30 Balloon 3 1.5
7000214818 172000 FIXED Fixed Rate 0 0
7000214819 304900 FIXED Fixed Rate 0 0
7000214828 360000 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
7000214881 359000 6 MO LIBOR 2/28 ARM 50/30 Balloon 3 1.5
7000214887 58000 6 MO LIBOR 3/27 3 1.5
7000214905 400000 FIXED Fixed Rate 0 0
7000214925 359000 FIXED Fixed Rate 0 0
7000214984 850000 FIXED Fixed Rate 0 0
7000215139 360000 FIXED Fixed Rate 0 0
8000085902 0 6 MO LIBOR 2/28 2 1.5
8000090755 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
8000092787 235000 6 MO LIBOR 2/28 3 1.5
8000092868 235000 FIXED Fixed Rate 0 0
8000093247 163000 FIXED Fixed Rate 0 0
8000094770 390000 FIXED Fixed Rate 0 0
8000095417 0 FIXED Fixed Rate 0 0
8000095671 899000 6 MO LIBOR 2/28 3 1.5
8000095902 0 6 MO LIBOR 2/28 3 1.5
8000096181 600000 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
8000096882 0 6 MO LIBOR 2/28 3 1.5
8000097091 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
8000097227 370000 6 MO LIBOR 2/28 3 1.5
8000097254 635894 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
8000097309 635894 FIXED Fixed Rate 0 0
8000097323 370000 FIXED Fixed Rate 0 0
8000097391 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
8000097656 0 6 MO LIBOR 2/28 3 1.5
8000097688 0 6 MO LIBOR 2/28 3 1.5
8000097750 172500 6 MO LIBOR 2/28 IO 3 1.5
8000097762 455000 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
8000097791 0 6 MO LIBOR 2/28 3 1.5
8000097851 0 6 MO LIBOR 2/28 3 1.5
8000097944 172500 FIXED Fixed Rate 0 0
8000097948 0 FIXED Fixed Rate 0 0
8000097960 330000 6 MO LIBOR 2/28 IO 3 1.5
8000098149 0 FIXED Fixed Rate 0 0
8000098197 330000 FIXED Fixed Rate 0 0
8000098225 329000 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
8000098233 326485 6 MO LIBOR 2/28 3 1.5
8000098259 0 FIXED Fixed Rate 0 0
8000098288 0 6 MO LIBOR 2/28 3 1.5
8000098292 232000 6 MO LIBOR 2/28 IO 3 1.5
8000098295 0 6 MO LIBOR 3/27 3 1.5
8000098317 232000 FIXED Fixed Rate 0 0
8000098335 0 FIXED Fixed Rate 0 0
8000098351 329000 FIXED Fixed Rate 0 0
8000098358 65000 6 MO LIBOR 2/28 3 1.5
8000098401 0 FIXED Fixed Rate 0 0
8000098612 0 FIXED Fixed Rate 0 0
8000098632 550000 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
8000098644 360000 6 MO LIBOR 3/27 ARM 40/30 Balloon 3 1.5
8000098678 360000 FIXED Fixed Rate 0 0
8000098704 550000 FIXED Fixed Rate 0 0
8000098710 0 6 MO LIBOR 3/27 ARM 40/30 Balloon 3 1.5
8000098744 150000 6 MO LIBOR 2/28 3 1.5
8000098755 0 FIXED Fixed Rate 0 0
8000098786 835000 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
8000098801 835000 FIXED Fixed Rate 0 0
8000098805 0 FIXED Fixed Rate 0 0
8000098990 162500 6 MO LIBOR 2/28 3 1.5
8000098993 214000 6 MO LIBOR 2/28 3 1.5
8000099037 97450 FIXED Fixed Rate 0 0
8000099045 0 FIXED Fixed Rate 0 0
8000099215 350000 6 MO LIBOR 2/28 IO 3 1.5
8000099244 350000 FIXED Fixed Rate 0 0
8000099258 650000 FIXED Fixed Rate 0 0
8000099260 150000 6 MO LIBOR 2/28 3 1.5
8000099292 0 6 MO LIBOR 3/27 ARM 40/30 Balloon 3 1.5
8000099507 0 6 MO LIBOR 2/28 ARM 50/30 Balloon 3 1.5
8000099582 134900 6 MO LIBOR 2/28 3 1.5
8000099741 0 6 MO LIBOR 2/28 ARM 50/30 Balloon 3 1.5
8000099762 0 6 MO LIBOR 2/28 3 1.5
8000099772 409000 FIXED Fixed Rate 0 0
8000099773 0 FIXED Fixed Rate 0 0
8000099783 365000 6 MO LIBOR 2/28 ARM 50/30 Balloon 3 1.5
8000099800 409000 FIXED Fixed Rate 0 0
8000099824 300000 6 MO LIBOR 2/28 3 1.5
8000099835 158880 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
8000099878 0 6 MO LIBOR 2/28 3 1.5
8000099886 0 FIXED Fixed Rate 0 0
8000099896 445000 FIXED Fixed Rate 50/30 Balloon 0 0
8000099931 365000 FIXED Fixed Rate 0 0
8000099971 0 6 MO LIBOR 2/28 3 1.5
8000099979 398000 6 MO LIBOR 2/28 3 1.5
8000099998 0 6 MO LIBOR 2/28 3 1.5
8000100091 380000 6 MO LIBOR 2/28 3 1.5
8000100112 0 FIXED Fixed Rate 50/30 Balloon 0 0
8000100115 398000 FIXED Fixed Rate 0 0
8000100118 0 FIXED Fixed Rate 0 0
8000100171 0 FIXED Fixed Rate 50/30 Balloon 0 0
8000100198 0 FIXED Fixed Rate 0 0
8000100204 0 FIXED Fixed Rate 0 0
8000100206 680000 FIXED Fixed Rate 50/30 Balloon 0 0
8000100210 249000 FIXED Fixed Rate 0 0
8000100239 316000 6 MO LIBOR 2/28 3 1.5
8000100275 0 6 MO LIBOR 3/27 ARM 50/30 Balloon 3 1.5
8000100297 680000 FIXED Fixed Rate 0 0
8000100317 0 FIXED Fixed Rate 50/30 Balloon 0 0
8000100344 110000 6 MO LIBOR 2/28 3 1.5
8000100349 445000 FIXED Fixed Rate 0 0
8000100375 515000 6 MO LIBOR 3/27 3 1.5
8000100433 110000 FIXED Fixed Rate 0 0
8000100452 0 6 MO LIBOR 2/28 ARM 40/30 Balloon 3 1.5
8000100457 0 6 MO LIBOR 2/28 ARM 50/30 Balloon 3 1.5
8000100507 515000 FIXED Fixed Rate 0 0
8000100533 325685 FIXED Fixed Rate 50/30 Balloon 0 0
8000100563 0 FIXED Fixed Rate 0 0
8000100583 0 6 MO LIBOR 2/28 3 1.5
8000100586 615000 6 MO LIBOR 3/27 ARM 50/30 Balloon 3 1.5
8000100597 320000 6 MO LIBOR 2/28 ARM 50/30 Balloon 3 1.5
8000100637 0 6 MO LIBOR 2/28 3 1.5
8000100665 320000 FIXED Fixed Rate 0 0
8000100683 0 FIXED Fixed Rate 0 0
8000100689 325685 FIXED Fixed Rate 0 0
8000100729 316000 FIXED Fixed Rate 0 0
8000100743 190000 6 MO LIBOR 2/28 3 1.5
8000100772 615000 FIXED Fixed Rate 0 0
8000100868 0 6 MO LIBOR 3/27 3 1.5
8000100976 190000 FIXED Fixed Rate 0 0
8000100999 0 FIXED Fixed Rate 0 0
8000101054 0 FIXED Fixed Rate 0 0
8000101124 570000 6 MO LIBOR 2/28 3 1.5
8000101134 75000 6 MO LIBOR 2/28 3 1.5
8000101206 315000 6 MO LIBOR 2/28 3 1.5
8000101241 225000 FIXED Fixed Rate 0 0
8000101257 350000 6 MO LIBOR 2/28 ARM 50/30 Balloon 3 1.5
8000101276 350000 FIXED Fixed Rate 0 0
8000101399 315000 FIXED Fixed Rate 0 0
8000101406 0 6 MO LIBOR 2/28 ARM 50/30 Balloon 3 1.5
LOAN NUMBER MAXIMUM INTEREST RATE MINIMUM INTEREST RATE ORIGINAL INTEREST RATE RATE ADJ FREQ RATE CHANGE DATE
- ----------- --------------------- --------------------- ----------------------- ------------- ----------------
1000309078 13.3 7.3000 7.3000 6 03/01/08
1000314552 12.8 6.8000 6.8000 6 05/01/08
1000316803 12.5 6.5000 6.5000 6 05/01/08
1000317096 12.7 6.7000 6.7000 6 05/01/08
1000318104 14.6 8.6000 8.6000 6 06/01/08
1000318322 0 0.0000 11.7500 0
1000318624 15.25 9.2500 9.2500 6 05/01/08
1000319217 14.25 8.2500 8.2500 6 05/01/08
1000319764 15.5 9.5000 9.5000 6 06/01/08
1000320600 15.99 9.9900 9.9900 6 06/01/08
1000320923 15.5 9.5000 9.5000 6 06/01/08
1000320949 13.85 7.8500 7.8500 6 06/01/08
1000321045 0 0.0000 12.6000 0
1000321167 0 0.0000 11.9900 0
1000321220 15.6 9.6000 9.6000 6 06/01/08
1000321248 14.9 8.9000 8.9000 6 06/01/08
1000321474 14.25 8.2500 8.2500 6 08/01/08
1000321640 13.9 7.9000 7.9000 6 07/01/08
1000321668 16.5 10.5000 10.5000 6 07/01/08
1000321727 17.65 11.6500 11.6500 6 06/01/08
1000321731 15.45 9.4500 9.4500 6 06/01/08
1000321874 11.5 5.5000 5.5000 6 07/01/08
1000321939 14.45 8.4500 8.4500 6 06/01/08
1000322191 14.45 8.4500 8.4500 6 06/01/08
1000322357 12.95 6.9500 6.9500 6 06/01/08
1000322430 18.6 12.6000 12.6000 6 07/01/08
1000322604 14.99 8.9900 8.9900 6 07/01/08
1000322620 14.475 8.4750 8.4750 6 07/01/08
1000322730 14.55 8.5500 8.5500 6 06/01/08
1000322739 14.05 8.0500 8.0500 6 07/01/08
1000323092 15.45 9.4500 9.4500 6 07/01/08
1000323255 14.99 8.9900 8.9900 6 07/01/08
1000323464 15.6 9.6000 9.6000 6 07/01/08
1000323627 12.9 6.9000 6.9000 6 07/01/08
1000323637 14.99 8.9900 8.9900 6 07/01/08
1000323648 16 10.0000 10.0000 6 07/01/08
1000323852 17.1 11.1000 11.1000 6 07/01/08
1000323893 14.5 8.5000 8.5000 6 07/01/08
1000323944 14.99 8.9900 8.9900 6 07/01/08
1000323982 14.55 8.5500 8.5500 6 07/01/08
1000324040 11.7 5.7000 5.7000 6 08/01/08
1000324055 17.95 11.9500 11.9500 6 07/01/08
1000324065 13.55 7.5500 7.5500 6 08/01/08
1000324078 15.4 9.4000 9.4000 6 07/01/08
1000324173 13.85 7.8500 7.8500 6 07/01/08
1000324291 0 0.0000 6.3000 0
1000324332 0 0.0000 6.5500 0
1000324392 14.65 8.6500 8.6500 6 08/01/08
1000324560 0 0.0000 7.2500 0
3000062243 12.5 6.5000 6.5000 6 04/01/08
3000063938 13.25 7.2500 7.2500 6 04/01/08
3000064392 0 0.0000 11.7500 0
3000090258 12.45 6.4500 6.4500 6 05/01/08
3000096334 12.3 6.3000 6.3000 6 06/01/08
3000098201 0 0.0000 7.9500 0
3000103082 0 0.0000 5.9900 0
3000104891 15.25 9.2500 9.2500 6 06/01/08
3000105734 14.3 8.3000 8.3000 6 07/01/08
3000105869 14.6 8.6000 8.6000 6 06/01/08
3000106074 14.3 8.3000 8.3000 6 07/01/08
3000111413 14.45 8.4500 8.4500 6 06/01/08
3000112960 0 0.0000 6.9000 0
3000113790 14.99 8.9900 8.9900 6 06/01/08
3000119514 18.45 12.4500 12.4500 6 07/01/08
3000120458 15.25 9.2500 9.2500 6 06/01/08
3000120481 14.35 8.3500 8.3500 6 06/01/08
3000120517 0 0.0000 12.2000 0
3000123188 0 0.0000 12.0250 0
3000124646 14.8 8.8000 8.8000 6 06/01/08
3000128070 16.05 10.0500 10.0500 6 07/01/08
3000128786 13.9 7.9000 7.9000 6 06/01/08
3000129048 14.99 8.9900 8.9900 6 07/01/08
3000129220 14.85 8.8500 8.8500 6 06/01/08
3000130542 15.4 9.4000 9.4000 6 07/01/08
3000131304 14.55 8.5500 8.5500 6 07/01/08
3000131952 14.3 8.3000 8.3000 6 07/01/08
3000134513 13.99 7.9900 7.9900 6 07/01/08
3000135638 14.5 8.5000 8.5000 6 06/01/08
3000135876 15.75 9.7500 9.7500 6 07/01/08
3000136194 14.99 8.9900 8.9900 6 07/01/08
3000137015 14.4 8.4000 8.4000 6 07/01/08
3000138038 14.35 8.3500 8.3500 6 07/01/08
3000138799 15.6 9.6000 9.6000 6 07/01/08
3000140112 14.55 8.5500 8.5500 6 07/01/08
3000142329 15.7 9.7000 9.7000 6 07/01/08
3000142637 14.6 8.6000 8.6000 6 07/01/08
3000143080 13.95 7.9500 7.9500 6 07/01/08
3000143331 14.2 8.2000 8.2000 6 07/01/08
3000144207 13.99 7.9900 7.9900 6 07/01/08
3000144252 15.7 9.7000 9.7000 6 07/01/08
3000144365 14.75 8.7500 8.7500 6 07/01/08
3000144753 13.5 7.4000 7.4000 6 07/01/08
3000145253 15.9 9.9000 9.9000 6 07/01/08
3000146389 0 0.0000 10.1500 0
3000146744 15.7 9.7000 9.7000 6 07/01/08
3000147028 14.5 8.5000 8.5000 6 07/01/08
3000147108 14.75 8.7500 8.7500 6 07/01/08
3000147277 12.9 6.9000 6.9000 6 07/01/08
3000148597 14.55 8.5500 8.5500 6 08/01/08
3000148995 0 0.0000 7.5000 0
3000150057 16.2 10.2000 10.2000 6 07/01/08
3000150627 17.15 11.1500 11.1500 6 07/01/08
3000151445 13.55 7.5500 7.5500 6 07/01/08
3000151935 13.2 7.2000 7.2000 6 07/01/08
3000152457 14.55 8.5500 8.5500 6 07/01/08
3000152981 15.65 9.6500 9.6500 6 07/01/08
3000154983 14.7 8.7000 8.7000 6 07/01/08
3000155837 14.5 8.5000 8.5000 6 07/01/08
3000156872 15.25 9.2500 9.2500 6 08/01/08
3000157134 15.75 9.7500 9.7500 6 07/01/08
3000157407 16.7 10.7000 10.7000 6 08/01/08
3000158590 14.6 8.6000 8.6000 6 07/01/08
3000158987 14.7 8.7000 8.7000 6 07/01/08
3000159421 15.45 9.4500 9.4500 6 07/01/08
3000159706 14.65 8.6500 8.6500 6 07/01/08
3000159999 13.45 7.4500 7.4500 6 07/01/08
3000161005 13.85 7.8500 7.8500 6 07/01/08
3000161937 15.25 9.2500 9.2500 6 07/01/08
3000162346 14.8 8.8000 8.8000 6 08/01/08
3000162676 14.9 8.9000 8.9000 6 07/01/08
3000162858 0 0.0000 7.9900 0
3000163369 12.8 6.8000 6.8000 6 08/01/08
3000163449 0 0.0000 9.6500 0
3000163483 12.95 6.9500 6.9500 6 08/01/08
3000163575 0 0.0000 12.4250 0
3000164509 16.6 10.6000 10.6000 6 07/01/08
3000165292 0 0.0000 6.7500 0
3000166293 17.9 11.9000 11.9000 6 08/01/08
3000166603 14.1 8.1000 8.1000 6 07/01/08
3000166987 15 9.0000 9.0000 6 08/01/08
3000167227 18.25 12.2500 12.2500 6 07/01/08
3000167465 14.4 8.4000 8.4000 6 07/01/09
3000167693 17.75 11.7500 11.7500 6 08/01/08
3000167819 17.55 11.5500 11.5500 6 07/01/08
3000168320 13.2 7.2000 7.2000 6 07/01/08
3000168397 13.35 7.3500 7.3500 6 07/01/08
3000168466 15.55 9.5500 9.5500 6 07/01/08
3000169070 14.99 8.9900 8.9900 6 07/01/08
3000170028 14.4 8.4000 8.4000 6 07/01/08
3000170222 0 0.0000 7.8500 0
3000170530 13.65 7.6500 7.6500 6 08/01/08
3000170994 13.15 7.1500 7.1500 6 08/01/08
3000171085 15.1 9.1000 9.1000 6 08/01/08
3000171461 0 0.0000 7.5000 0
3000171780 15 9.0000 9.0000 6 07/01/08
3000172053 15.35 9.3500 9.3500 6 08/01/08
3000173087 13.25 7.2500 7.2500 6 07/01/08
3000173338 14.54 8.5400 8.5400 6 08/01/11
3000174408 13.25 7.2500 7.2500 6 07/01/08
3000174501 14.8 8.8000 8.8000 6 07/01/08
3000175238 12.8 6.8000 6.8000 6 07/01/08
3000175659 0 0.0000 8.5250 0
3000176832 14.7 8.7000 8.7000 6 08/01/08
3000177105 0 0.0000 6.9500 0
3000177138 17.85 11.8500 11.8500 6 07/01/08
3000177332 15.85 9.8500 9.8500 6 09/01/08
3000177720 13.5 7.5000 7.5000 6 07/01/08
3000177811 15.45 9.4500 9.4500 6 09/01/08
3000178140 15.45 9.4500 9.4500 6 07/01/08
3000178685 0 0.0000 6.3500 0
3000179083 13.05 7.0500 7.0500 6 08/01/08
3000179185 12.9 6.9000 6.9000 6 07/01/08
3000179982 14.35 8.3500 8.3500 6 07/01/08
3000180462 14.75 8.7500 8.7500 6 07/01/08
3000180532 15.6 9.6000 9.6000 6 08/01/08
3000180792 15.45 9.4500 9.4500 6 07/01/08
3000180827 14.75 8.7500 8.7500 6 07/01/08
3000181032 0 0.0000 11.6000 0
3000181305 14.5 8.5000 8.5000 6 07/01/08
3000182124 14.65 8.6500 8.6500 6 09/01/08
3000182420 12.95 6.9500 6.9500 6 07/01/08
3000182658 14.9 8.9000 8.9000 6 07/01/08
3000182716 15.8 9.8000 9.8000 6 07/01/08
3000182863 13.5 7.5000 7.5000 6 08/01/08
3000182874 14.35 8.3500 8.3500 6 09/01/08
3000183001 0 0.0000 11.6000 0
3000183216 17.35 11.3500 11.3500 6 07/01/08
3000183513 14.25 8.2500 8.2500 6 08/01/08
3000183820 15.15 9.1500 9.1500 6 08/01/08
3000183944 0 0.0000 7.8000 0
3000184080 13.7 7.7000 7.7000 6 08/01/08
3000184159 0 0.0000 12.1750 0
3000184694 0 0.0000 6.7500 0
3000184796 15.55 9.5500 9.5500 6 09/01/08
3000184854 14 8.0000 8.0000 6 08/01/08
3000185172 13.4 7.4000 7.4000 6 08/01/08
3000185560 15.65 9.6500 9.6500 6 07/01/08
3000185731 15.1 9.1000 9.1000 6 08/01/08
3000185968 14.25 8.2500 8.2500 6 07/01/08
3000186322 16.05 10.0500 10.0500 6 07/01/08
3000186480 14.95 8.9500 8.9500 6 08/01/08
3000186583 15.4 9.4000 9.4000 6 07/01/08
3000186641 13.2 7.2000 7.2000 6 08/01/08
3000187243 17.2 11.2000 11.2000 6 07/01/08
3000187403 13.9 7.9000 7.9000 6 08/01/08
3000187620 0 0.0000 6.7500 0
3000187846 15.37 9.3700 9.3700 6 08/01/08
3000188266 13.85 7.8500 7.8500 6 09/01/08
3000188288 14.4 8.4000 8.4000 6 08/01/08
3000188302 15.7 9.7000 9.7000 6 08/01/08
3000188324 13.85 7.8500 7.8500 6 08/01/08
3000188379 15.99 9.9900 9.9900 6 08/01/08
3000188380 13.9 7.9000 7.9000 6 08/01/08
3000188610 16.3 10.3000 10.3000 6 09/01/08
3000188938 15.9 9.9000 9.9000 6 08/01/08
3000189381 14.95 8.9500 8.9500 6 08/01/08
3000189450 12.7 6.7000 6.7000 6 08/01/08
3000189688 0 0.0000 12.9300 0
3000189939 0 0.0000 6.5000 0
3000190088 14.5 8.5000 8.5000 6 08/01/08
3000190260 14.65 8.6500 8.6500 6 08/01/08
3000190497 15.55 9.5500 9.5500 6 07/01/08
3000190578 15.8 9.8000 9.8000 6 08/01/08
3000190589 0 0.0000 6.8800 0
3000190658 0 0.0000 10.9000 0
3000190727 13.55 7.5500 7.5500 6 08/01/08
3000190863 0 0.0000 6.2500 0
3000191001 14.9 8.9000 8.9000 6 09/01/08
3000191524 13.95 7.9500 7.9500 6 08/01/08
3000191762 0 0.0000 12.1750 0
3000191773 15.9 9.9000 9.9000 6 08/01/08
3000192057 15.6 9.6000 9.6000 6 07/01/08
3000192477 0 0.0000 7.5000 0
3000192887 14.4 8.4000 8.4000 6 08/01/08
3000193081 14.55 8.5500 8.5500 6 08/01/08
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8000097851 14.99 8.9900 8.9900 6 08/01/08
8000097944 0 0.0000 10.1500 0
8000097948 0 0.0000 6.1000 0
8000097960 13.35 7.3500 7.3500 6 09/01/08
8000098149 0 0.0000 7.9900 0
8000098197 0 0.0000 12.1750 0
8000098225 15.65 9.6500 9.6500 6 09/01/08
8000098233 15.05 9.0500 9.0500 6 08/01/08
8000098259 0 0.0000 10.0500 0
8000098288 15.8 9.8000 9.8000 6 09/01/08
8000098292 15.05 9.0500 9.0500 6 09/01/08
8000098295 14.3 8.3000 8.3000 6 09/01/09
8000098317 0 0.0000 11.3250 0
8000098335 0 0.0000 10.3000 0
8000098351 0 0.0000 11.6000 0
8000098358 16 10.0000 10.0000 6 09/01/08
8000098401 0 0.0000 5.9900 0
8000098612 0 0.0000 11.4000 0
8000098632 12.9 6.9000 6.9000 6 09/01/08
8000098644 14.2 8.2000 8.2000 6 09/01/09
8000098678 0 0.0000 11.1250 0
8000098704 0 0.0000 11.3250 0
8000098710 14.99 8.9900 8.9900 6 09/01/09
8000098744 16.2 10.2000 10.2000 6 10/01/08
8000098755 0 0.0000 7.9900 0
8000098786 14.7 8.7000 8.7000 6 09/01/08
8000098801 0 0.0000 11.1750 0
8000098805 0 0.0000 11.3500 0
8000098990 14.25 8.2500 8.2500 6 09/01/08
8000098993 15.7 9.7000 9.7000 6 09/01/08
8000099037 0 0.0000 11.0500 0
8000099045 0 0.0000 11.3500 0
8000099215 13.35 7.3500 7.3500 6 09/01/08
8000099244 0 0.0000 10.1500 0
8000099258 0 0.0000 6.6000 0
8000099260 15.45 9.4500 9.4500 6 09/01/08
8000099292 14.35 8.3500 8.3500 6 09/01/09
8000099507 14.8 8.8000 8.8000 6 09/01/08
8000099582 16.65 10.6500 10.6500 6 09/01/08
8000099741 13.99 7.9900 7.9900 6 09/01/08
8000099762 13.75 7.7500 7.7500 6 09/01/08
8000099772 0 0.0000 9.1500 0
8000099773 0 0.0000 11.5000 0
8000099783 15.7 9.7000 9.7000 6 09/01/08
8000099800 0 0.0000 11.3500 0
8000099824 15.35 9.3500 9.3500 6 09/01/08
8000099835 15.55 9.5500 9.5500 6 09/01/08
8000099878 13.75 7.7500 7.7500 6 09/01/08
8000099886 0 0.0000 6.8500 0
8000099896 0 0.0000 7.4500 0
8000099931 0 0.0000 11.2750 0
8000099971 14.15 8.1500 8.1500 6 09/01/08
8000099979 14.55 8.5500 8.5500 6 09/01/08
8000099998 14.65 8.6500 8.6500 6 09/01/08
8000100091 15.1 9.1000 9.1000 6 09/01/08
8000100112 0 0.0000 7.3000 0
8000100115 0 0.0000 11.1250 0
8000100118 0 0.0000 11.1250 0
8000100171 0 0.0000 6.3500 0
8000100198 0 0.0000 10.6500 0
8000100204 0 0.0000 10.7000 0
8000100206 0 0.0000 7.1500 0
8000100210 0 0.0000 12.7000 0
8000100239 14 8.0000 8.0000 6 10/01/08
8000100275 14.75 8.7500 8.7500 6 09/01/09
8000100297 0 0.0000 9.8750 0
8000100317 0 0.0000 6.6500 0
8000100344 13.7 7.7000 7.7000 6 09/01/08
8000100349 0 0.0000 11.0750 0
8000100375 13.7 7.7000 7.7000 6 09/01/09
8000100433 0 0.0000 12.1750 0
8000100452 16.75 10.7500 10.7500 6 09/01/08
8000100457 13.7 7.7000 7.7000 6 09/01/08
8000100507 0 0.0000 11.2750 0
8000100533 0 0.0000 6.6800 0
8000100563 0 0.0000 11.3250 0
8000100583 14.5 8.5000 8.5000 6 09/01/08
8000100586 12.55 6.5500 6.5500 6 09/01/09
8000100597 14.5 8.5000 8.5000 6 09/01/08
8000100637 13.99 7.9900 7.9900 6 09/01/08
8000100665 0 0.0000 11.0750 0
8000100683 0 0.0000 8.2500 0
8000100689 0 0.0000 10.1750 0
8000100729 0 0.0000 11.7250 0
8000100743 12.75 6.7500 6.7500 6 09/01/08
8000100772 0 0.0000 10.6750 0
8000100868 16.1 10.1000 10.1000 6 09/01/09
8000100976 0 0.0000 11.7250 0
8000100999 0 0.0000 11.2750 0
8000101054 0 0.0000 13.2000 0
8000101124 14.9 8.9000 8.9000 6 10/01/08
8000101134 15.8 9.8000 9.8000 6 09/01/08
8000101206 12.9 6.9000 6.9000 6 09/01/08
8000101241 0 0.0000 10.3000 0
8000101257 15.4 9.4000 9.4000 6 09/01/08
8000101276 0 0.0000 11.0750 0
8000101399 0 0.0000 11.4750 0
8000101406 12.99 6.9900 6.9900 6 10/01/08
LOAN NUMBER PYMT ADJ FREQ PYMT CHANGE DATE PERIOD PYMT CAP CURRENT P & I PYMT ORIG P & I PYMT
- ----------- ------------- ---------------- --------------- ------------------ ----------------
1000309078 6 04/01/08 0.0 1,132.28 1,132.28
1000314552 6 06/01/08 0.0 1,165.36 1,165.36
1000316803 6 06/01/08 0.0 1,217.76 1,217.76
1000317096 6 06/01/08 0.0 2,111.17 2,111.17
1000318104 6 07/01/08 0.0 763.31 763.31
1000318322 0 0.0 561.24 561.24
1000318624 6 06/01/08 0.0 1,549.70 1,549.70
1000319217 6 06/01/08 0.0 2,285.25 2,285.25
1000319764 6 07/01/08 0.0 2,242.26 2,242.26
1000320600 6 07/01/08 0.0 1,262.64 1,262.64
1000320923 6 07/01/08 0.0 894.31 894.31
1000320949 6 07/01/08 0.0 1,457.10 1,457.10
1000321045 0 0.0 302.33 302.33
1000321167 0 0.0 283.69 283.69
1000321220 6 07/01/08 0.0 1,781.14 1,781.14
1000321248 6 07/01/08 0.0 637.96 637.96
1000321474 6 09/01/08 0.0 1,485.26 1,485.26
1000321640 6 08/01/08 0.0 873.53 873.53
1000321668 6 08/01/08 0.0 1,410.61 1,410.61
1000321727 6 07/01/08 0.0 3,225.65 3,225.65
1000321731 6 07/01/08 0.0 3,095.71 3,095.71
1000321874 6 08/01/08 0.0 1,289.43 1,289.43
1000321939 6 07/01/08 0.0 1,299.61 1,299.61
1000322191 6 07/01/08 0.0 1,262.10 1,262.10
1000322357 6 07/01/08 0.0 1,992.33 1,992.33
1000322430 6 08/01/08 0.0 1,870.55 1,870.55
1000322604 6 08/01/08 0.0 933.34 933.34
1000322620 6 08/01/08 0.0 980.53 980.53
1000322730 6 07/01/08 0.0 2,294.21 2,294.21
1000322739 6 08/01/08 0.0 1,190.67 1,190.67
1000323092 6 08/01/08 0.0 1,103.03 1,103.03
1000323255 6 08/01/08 0.0 1,787.78 1,787.78
1000323464 6 08/01/08 0.0 3,207.75 3,207.75
1000323627 6 08/01/08 0.0 2,297.04 2,297.04
1000323637 6 08/01/08 0.0 1,128.69 1,128.69
1000323648 6 08/01/08 0.0 2,053.52 2,053.52
1000323852 6 08/01/08 0.0 2,764.48 2,764.48
1000323893 6 08/01/08 0.0 1,796.09 1,796.09
1000323944 6 08/01/08 0.0 2,515.22 2,515.22
1000323982 6 08/01/08 0.0 1,230.53 1,230.53
1000324040 6 09/01/08 0.0 1,955.95 1,955.95
1000324055 6 08/01/08 0.0 1,876.35 1,876.35
1000324065 6 09/01/08 0.0 1,654.43 1,654.43
1000324078 6 08/01/08 0.0 2,924.35 2,924.35
1000324173 6 08/01/08 0.0 2,079.61 2,079.61
1000324291 0 0.0 1,856.92 1,856.92
1000324332 0 0.0 2,446.14 2,446.14
1000324392 6 09/01/08 0.0 1,749.64 1,749.64
1000324560 0 0.0 2,648.25 2,648.25
3000062243 6 05/01/08 0.0 1,358.26 1,358.26
3000063938 6 05/01/08 0.0 1,397.04 1,397.04
3000064392 0 0.0 551.14 551.14
3000090258 6 06/01/08 0.0 2,021.00 2,021.00
3000096334 6 07/01/08 0.0 2,010.86 2,010.86
3000098201 0 0.0 912.85 912.85
3000103082 0 0.0 1,251.72 1,251.72
3000104891 6 07/01/08 0.0 1,002.02 1,002.02
3000105734 6 08/01/08 0.0 1,655.24 1,655.24
3000105869 6 07/01/08 0.0 2,607.40 2,607.40
3000106074 6 08/01/08 0.0 2,309.64 2,309.64
3000111413 6 07/01/08 0.0 962.67 962.67
3000112960 0 0.0 2,855.94 2,855.94
3000113790 6 07/01/08 0.0 1,392.61 1,392.61
3000119514 6 08/01/08 0.0 1,462.30 1,462.30
3000120458 6 07/01/08 0.0 1,354.95 1,354.95
3000120481 6 07/01/08 0.0 909.97 909.97
3000120517 0 0.0 313.21 313.21
3000123188 0 0.0 340.08 340.08
3000124646 6 07/01/08 0.0 1,245.89 1,245.89
3000128070 6 08/01/08 0.0 1,123.62 1,123.62
3000128786 6 07/01/08 0.0 2,734.77 2,734.77
3000129048 6 08/01/08 0.0 2,681.66 2,681.66
3000129220 6 07/01/08 0.0 1,246.13 1,246.13
3000130542 6 08/01/08 0.0 693.18 693.18
3000131304 6 08/01/08 0.0 2,210.70 2,210.70
3000131952 6 08/01/08 0.0 815.17 815.17
3000134513 6 08/01/08 0.0 2,156.61 2,156.61
3000135638 6 07/01/08 0.0 1,583.48 1,583.48
3000135876 6 08/01/08 0.0 1,615.21 1,615.21
3000136194 6 08/01/08 0.0 2,589.19 2,589.19
3000137015 6 08/01/08 0.0 1,348.45 1,284.13
3000138038 6 08/01/08 0.0 1,244.94 1,244.94
3000138799 6 08/01/08 0.0 736.06 736.06
3000140112 6 08/01/08 0.0 2,254.91 2,254.91
3000142329 6 08/01/08 0.0 1,236.18 1,236.18
3000142637 6 08/01/08 0.0 2,791.42 2,791.42
3000143080 6 08/01/08 0.0 854.43 854.43
3000143331 6 08/01/08 0.0 1,400.83 1,400.83
3000144207 6 08/01/08 0.0 1,442.31 1,442.31
3000144252 6 08/01/08 0.0 1,957.35 1,957.35
3000144365 6 08/01/08 0.0 3,176.30 3,176.30
3000144753 6 08/01/08 0.0 1,369.06 1,369.06
3000145253 6 08/01/08 0.0 1,024.70 1,024.70
3000146389 0 0.0 467.44 467.44
3000146744 6 08/01/08 0.0 2,245.77 2,245.77
3000147028 6 08/01/08 0.0 1,480.85 1,480.85
3000147108 6 08/01/08 0.0 1,383.39 1,383.39
3000147277 6 08/01/08 0.0 1,498.60 1,498.60
3000148597 6 09/01/08 0.0 1,370.63 1,370.63
3000148995 0 0.0 1,195.66 1,195.66
3000150057 6 08/01/08 0.0 1,327.42 1,327.42
3000150627 6 08/01/08 0.0 1,156.41 1,156.41
3000151445 6 08/01/08 0.0 1,481.83 1,481.83
3000151935 6 08/01/08 0.0 1,276.12 1,276.12
3000152457 6 08/01/08 0.0 1,606.44 1,606.44
3000152981 6 08/01/08 0.0 945.42 945.42
3000154983 6 08/01/08 0.0 1,347.02 1,347.02
3000155837 6 08/01/08 0.0 1,282.91 1,282.91
3000156872 6 09/01/08 0.0 1,163.26 1,163.26
3000157134 6 08/01/08 0.0 2,190.84 2,190.84
3000157407 6 09/01/08 0.0 2,603.23 2,603.23
3000158590 6 08/01/08 0.0 1,833.26 1,833.26
3000158987 6 08/01/08 0.0 2,806.30 2,806.30
3000159421 6 08/01/08 0.0 1,465.12 1,465.12
3000159706 6 08/01/08 0.0 740.59 740.59
3000159999 6 08/01/08 0.0 1,308.76 1,308.76
3000161005 6 08/01/08 0.0 2,277.99 2,277.99
3000161937 6 08/01/08 0.0 2,451.05 2,451.05
3000162346 6 09/01/08 0.0 2,370.82 2,370.82
3000162676 6 08/01/08 0.0 927.98 927.98
3000162858 0 0.0 1,099.60 1,099.60
3000163369 6 09/01/08 0.0 2,689.19 2,689.19
3000163449 0 0.0 1,479.15 1,479.15
3000163483 6 09/01/08 0.0 1,398.03 1,398.03
3000163575 0 0.0 560.44 560.44
3000164509 6 08/01/08 0.0 1,255.09 1,255.09
3000165292 0 0.0 2,030.87 2,030.87
3000166293 6 09/01/08 0.0 1,500.75 1,500.75
3000166603 6 08/01/08 0.0 1,011.51 1,011.51
3000166987 6 09/01/08 0.0 1,658.43 1,658.43
3000167227 6 08/01/08 0.0 2,132.47 2,132.47
3000167465 6 08/01/09 0.0 818.98 818.98
3000167693 6 09/01/08 0.0 2,044.05 2,044.05
3000167819 6 08/01/08 0.0 3,653.35 3,653.35
3000168320 6 08/01/08 0.0 531.07 531.07
3000168397 6 08/01/08 0.0 2,381.01 2,381.01
3000168466 6 08/01/08 0.0 1,997.25 1,997.25
3000169070 6 08/01/08 0.0 1,061.15 1,061.15
3000170028 6 08/01/08 0.0 708.51 708.51
3000170222 0 0.0 2,951.21 2,951.21
3000170530 6 09/01/08 0.0 1,793.41 1,793.41
3000170994 6 09/01/08 0.0 1,119.27 1,119.27
3000171085 6 09/01/08 0.0 2,145.55 2,145.55
3000171461 0 0.0 2,496.20 2,496.20
3000171780 6 08/01/08 0.0 1,472.46 1,472.46
3000172053 6 09/01/08 0.0 1,437.14 1,437.14
3000173087 6 08/01/08 0.0 972.30 972.30
3000173338 6 09/01/11 0.0 1,766.73 1,766.73
3000174408 6 08/01/08 0.0 2,059.74 2,059.74
3000174501 6 08/01/08 0.0 793.80 793.80
3000175238 6 08/01/08 0.0 1,151.95 1,151.95
3000175659 0 0.0 1,227.44 1,227.44
3000176832 6 09/01/08 0.0 742.36 742.36
3000177105 0 0.0 754.62 754.62
3000177138 6 08/01/08 0.0 1,310.28 1,310.28
3000177332 6 10/01/08 0.0 1,551.25 1,551.25
3000177720 6 08/01/08 0.0 658.07 658.07
3000177811 6 10/01/08 0.0 1,674.42 1,674.42
3000178140 6 08/01/08 0.0 2,511.63 2,511.63
3000178685 0 0.0 1,422.54 1,422.54
3000179083 6 09/01/08 0.0 981.35 981.35
3000179185 6 08/01/08 0.0 2,521.21 2,521.21
3000179982 6 08/01/08 0.0 2,639.64 2,639.64
3000180462 6 08/01/08 0.0 1,694.26 1,694.26
3000180532 6 09/01/08 0.0 3,212.41 3,212.41
3000180792 6 08/01/08 0.0 860.23 860.23
3000180827 6 08/01/08 0.0 975.51 975.51
3000181032 0 0.0 309.36 309.36
3000181305 6 08/01/08 0.0 2,191.95 2,191.95
3000182124 6 10/01/08 0.0 1,637.10 1,637.10
3000182420 6 08/01/08 0.0 2,704.06 2,704.06
3000182658 6 08/01/08 0.0 1,052.62 1,052.62
3000182716 6 08/01/08 0.0 1,018.14 1,018.14
3000182863 6 09/01/08 0.0 1,844.24 1,844.24
3000182874 6 10/01/08 0.0 974.30 974.30
3000183001 0 0.0 329.32 329.32
3000183216 6 08/01/08 0.0 1,693.43 1,693.43
3000183513 6 09/01/08 0.0 2,428.07 2,428.07
3000183820 6 09/01/08 0.0 2,690.95 2,690.95
3000183944 0 0.0 1,641.30 1,641.30
3000184080 6 09/01/08 0.0 1,511.48 1,511.48
3000184159 0 0.0 552.31 552.31
3000184694 0 0.0 2,259.72 2,259.72
3000184796 6 10/01/08 0.0 681.94 681.94
3000184854 6 09/01/08 0.0 1,467.53 1,467.53
3000185172 6 09/01/08 0.0 1,913.21 1,913.21
3000185560 6 08/01/08 0.0 919.97 919.97
3000185731 6 09/01/08 0.0 868.66 868.66
3000185968 6 08/01/08 0.0 1,115.63 1,115.63
3000186322 6 08/01/08 0.0 1,872.70 1,872.70
3000186480 6 09/01/08 0.0 1,496.65 1,496.65
3000186583 6 08/01/08 0.0 3,112.88 3,112.88
3000186641 6 09/01/08 0.0 1,588.36 1,588.36
3000187243 6 08/01/08 0.0 907.48 907.48
3000187403 6 09/01/08 0.0 2,641.22 2,641.22
3000187620 0 0.0 2,534.10 2,534.10
3000187846 6 09/01/08 0.0 611.97 611.97
3000188266 6 10/01/08 0.0 1,646.31 1,646.31
3000188288 6 09/01/08 0.0 2,575.51 2,575.51
3000188302 6 09/01/08 0.0 2,951.42 2,951.42
3000188324 6 09/01/08 0.0 1,466.67 1,466.67
3000188379 6 09/01/08 0.0 2,986.23 2,986.23
3000188380 6 09/01/08 0.0 1,705.79 1,705.79
3000188610 6 10/01/08 0.0 764.85 764.85
3000188938 6 09/01/08 0.0 1,183.46 1,183.46
3000189381 6 09/01/08 0.0 1,685.36 1,685.36
3000189450 6 09/01/08 0.0 1,362.66 1,362.66
3000189688 0 0.0 578.98 578.98
3000189939 0 0.0 1,198.51 1,198.51
3000190088 6 09/01/08 0.0 1,370.89 1,370.89
3000190260 6 09/01/08 0.0 1,609.81 1,609.81
3000190497 6 08/01/08 0.0 2,930.23 2,930.23
3000190578 6 09/01/08 0.0 711.11 711.11
3000190589 0 0.0 1,695.74 1,695.74
3000190658 0 0.0 232.89 232.89
3000190727 6 09/01/08 0.0 1,856.04 1,856.04
3000190863 0 0.0 1,816.77 1,816.77
3000191001 6 10/01/08 0.0 968.89 968.89
3000191524 6 09/01/08 0.0 1,168.45 1,168.45
3000191762 0 0.0 416.84 416.84
3000191773 6 09/01/08 0.0 587.38 587.38
3000192057 6 08/01/08 0.0 648.84 648.84
3000192477 0 0.0 2,041.71 2,041.71
3000192887 6 09/01/08 0.0 3,108.30 3,108.30
3000193081 6 09/01/08 0.0 1,348.53 1,348.53
3000193478 6 10/01/08 0.0 1,338.17 1,338.17
3000193628 6 09/01/08 0.0 510.14 510.14
3000193742 6 09/01/08 0.0 2,194.89 2,194.89
3000193946 0 0.0 4,454.72 4,454.72
3000194264 6 09/01/08 0.0 1,480.38 1,480.38
3000194457 6 08/01/08 0.0 1,929.39 1,929.39
3000194583 6 09/01/08 0.0 1,035.22 1,035.22
3000194889 6 09/01/08 0.0 1,427.21 1,427.21
3000195323 6 09/01/08 0.0 612.80 612.80
3000195722 6 09/01/08 0.0 1,697.82 1,697.82
3000196299 6 09/01/08 0.0 2,199.47 2,199.47
3000196368 6 09/01/08 0.0 2,517.82 2,517.82
3000196790 6 09/01/08 0.0 2,666.25 2,666.25
3000196825 6 09/01/08 0.0 1,625.85 1,625.85
3000196983 6 08/01/08 0.0 1,539.12 1,539.12
3000197427 6 09/01/09 0.0 1,516.94 1,516.94
3000197542 6 08/01/08 0.0 1,017.13 1,017.13
3000197677 6 09/01/08 0.0 2,330.79 2,330.79
3000197724 6 09/01/08 0.0 923.51 923.51
3000198805 6 09/01/08 0.0 987.04 987.04
3000198907 0 0.0 344.02 344.02
3000199327 6 09/01/08 0.0 1,050.95 1,050.95
3000200262 6 10/01/08 0.0 2,253.79 2,253.79
3000200683 6 09/01/08 0.0 1,086.21 1,086.21
3000200989 6 09/01/08 0.0 1,444.17 1,444.17
3000201014 6 09/01/08 0.0 1,802.94 1,802.94
3000201092 6 09/01/08 0.0 1,099.64 1,099.64
3000201116 6 09/01/08 0.0 965.79 965.79
3000201800 6 09/01/08 0.0 2,113.75 2,113.75
3000201888 6 09/01/09 0.0 1,810.63 1,810.63
3000202457 0 0.0 1,250.35 1,250.35
3000203243 0 0.0 742.05 742.05
3000203356 6 09/01/08 0.0 2,071.24 2,071.24
3000203367 6 09/01/08 0.0 1,619.75 1,619.75
3000203686 6 09/01/08 0.0 1,505.46 1,505.46
3000204120 6 09/01/08 0.0 503.96 503.96
3000204471 0 0.0 1,598.49 1,598.49
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7000214024 6 10/01/08 0.0 4,972.43 4,972.43
7000214039 0 0.0 1,289.80 1,289.80
7000214046 0 0.0 636.39 636.39
7000214048 0 0.0 581.35 581.35
7000214064 0 0.0 580.11 580.11
7000214128 6 10/01/08 0.0 3,451.13 3,451.13
7000214224 6 10/01/08 0.0 1,961.42 1,961.42
7000214229 6 10/01/09 0.0 4,932.96 4,932.96
7000214241 0 0.0 708.58 708.58
7000214247 0 0.0 1,184.43 1,184.43
7000214283 6 10/01/08 0.0 3,168.15 3,168.15
7000214317 0 0.0 3,699.12 3,699.12
7000214325 6 10/01/08 0.0 4,190.94 4,190.94
7000214344 0 0.0 371.05 371.05
7000214350 6 10/01/08 0.0 3,322.00 3,322.00
7000214357 6 10/01/08 0.0 2,367.25 2,367.25
7000214360 0 0.0 430.42 430.42
7000214362 0 0.0 1,723.82 1,723.82
7000214365 0 0.0 1,868.03 1,868.03
7000214374 6 10/01/08 0.0 1,192.50 1,192.50
7000214376 6 10/01/08 0.0 1,494.48 1,494.48
7000214407 0 0.0 433.79 433.79
7000214430 0 0.0 1,273.40 1,273.40
7000214471 0 0.0 908.58 908.58
7000214484 0 0.0 5,028.92 5,028.92
7000214496 0 0.0 1,846.45 1,846.45
7000214506 0 0.0 602.88 602.88
7000214543 6 10/01/08 0.0 2,017.64 2,017.64
7000214547 6 10/01/08 0.0 1,011.69 1,011.69
7000214561 6 10/01/08 0.0 1,655.01 1,655.01
7000214565 6 10/01/08 0.0 1,618.67 1,618.67
7000214570 0 0.0 1,200.07 1,200.07
7000214599 6 10/01/08 0.0 870.16 870.16
7000214649 6 10/01/08 0.0 2,937.13 2,937.13
7000214657 0 0.0 643.69 643.69
7000214661 6 10/01/08 0.0 971.56 971.56
7000214667 6 10/01/08 0.0 2,190.38 2,190.38
7000214704 0 0.0 806.31 806.31
7000214718 0 0.0 862.42 862.42
7000214768 6 10/01/08 0.0 1,986.87 1,986.87
7000214799 6 10/01/09 0.0 3,884.58 3,884.58
7000214818 0 0.0 335.43 335.43
7000214819 0 0.0 602.72 602.72
7000214828 6 10/01/08 0.0 1,905.90 1,905.90
7000214881 6 10/01/08 0.0 2,048.87 2,048.87
7000214887 6 10/01/09 0.0 457.71 457.71
7000214905 0 0.0 858.47 858.47
7000214925 0 0.0 536.36 536.36
7000214984 0 0.0 1,564.60 1,564.60
7000215139 0 0.0 654.58 654.58
8000085902 6 07/01/08 0.0 6,821.77 6,821.77
8000090755 6 07/01/08 0.0 2,978.11 2,978.11
8000092787 6 09/01/08 0.0 1,225.62 1,225.62
8000092868 0 0.0 404.67 404.67
8000093247 0 0.0 1,168.79 1,168.79
8000094770 0 0.0 2,166.41 2,166.41
8000095417 0 0.0 2,513.32 2,513.32
8000095671 6 09/01/08 0.0 5,962.54 5,962.54
8000095902 6 10/01/08 0.0 915.54 915.54
8000096181 6 09/01/08 0.0 3,875.16 3,875.16
8000096882 6 10/01/08 0.0 749.61 749.61
8000097091 6 09/01/08 0.0 3,644.30 3,644.30
8000097227 6 10/01/08 0.0 2,089.99 2,089.99
8000097254 6 10/01/08 0.0 3,087.70 3,087.70
8000097309 0 0.0 1,104.35 1,104.35
8000097323 0 0.0 671.39 671.39
8000097391 6 10/01/08 0.0 2,860.01 2,860.01
8000097656 6 10/01/08 0.0 4,251.82 4,251.82
8000097688 6 10/01/08 0.0 700.30 700.30
8000097750 6 10/01/08 0.0 937.25 937.25
8000097762 6 10/01/08 0.0 3,024.00 3,024.00
8000097791 6 10/01/08 0.0 3,952.21 3,952.21
8000097851 6 09/01/08 0.0 4,196.38 4,196.38
8000097944 0 0.0 306.60 306.60
8000097948 0 0.0 3,629.91 3,629.91
8000097960 6 10/01/08 0.0 1,617.00 1,617.00
8000098149 0 0.0 2,243.19 2,243.19
8000098197 0 0.0 687.79 687.79
8000098225 6 10/01/08 0.0 2,162.85 2,162.85
8000098233 6 09/01/08 0.0 2,505.50 2,505.50
8000098259 0 0.0 1,903.55 1,903.55
8000098288 6 10/01/08 0.0 1,009.51 1,009.51
8000098292 6 10/01/08 0.0 1,399.73 1,399.73
8000098295 6 10/01/09 0.0 3,894.32 3,894.32
8000098317 0 0.0 453.31 453.31
8000098335 0 0.0 807.14 807.14
8000098351 0 0.0 656.64 656.64
8000098358 6 10/01/08 0.0 570.43 570.43
8000098401 0 0.0 3,821.04 3,821.04
8000098612 0 0.0 2,407.54 2,407.54
8000098632 6 10/01/08 0.0 2,653.27 2,653.27
8000098644 6 10/01/09 0.0 2,045.85 2,045.85
8000098678 0 0.0 692.49 692.49
8000098704 0 0.0 1,055.12 1,055.12
8000098710 6 10/01/09 0.0 4,457.11 4,457.11
8000098744 6 11/01/08 0.0 713.91 713.91
8000098755 0 0.0 5,805.90 5,805.90
8000098786 6 10/01/08 0.0 4,998.96 4,998.96
8000098801 0 0.0 1,612.51 1,612.51
8000098805 0 0.0 1,928.36 1,928.36
8000098990 6 10/01/08 0.0 976.65 976.65
8000098993 6 10/01/08 0.0 1,739.21 1,739.21
8000099037 0 0.0 931.73 931.73
8000099045 0 0.0 880.98 880.98
8000099215 6 10/01/08 0.0 1,929.37 1,929.37
8000099244 0 0.0 311.04 311.04
8000099258 0 0.0 2,698.34 2,698.34
8000099260 6 10/01/08 0.0 1,193.03 1,193.03
8000099292 6 10/01/09 0.0 3,081.69 3,081.69
8000099507 6 10/01/08 0.0 5,168.49 5,168.49
8000099582 6 10/01/08 0.0 1,124.23 1,124.23
8000099741 6 10/01/08 0.0 3,799.54 3,799.54
8000099762 6 10/01/08 0.0 4,119.38 4,119.38
8000099772 0 0.0 2,668.12 2,668.12
8000099773 0 0.0 1,386.41 1,386.41
8000099783 6 10/01/08 0.0 2,183.77 2,183.77
8000099800 0 0.0 800.71 800.71
8000099824 6 10/01/08 0.0 701.30 701.30
8000099835 6 10/01/08 0.0 1,163.89 1,163.89
8000099878 6 10/01/08 0.0 3,094.91 3,094.91
8000099886 0 0.0 3,079.72 3,079.72
8000099896 0 0.0 2,265.43 2,265.43
8000099931 0 0.0 652.02 652.02
8000099971 6 10/01/08 0.0 5,425.57 5,425.57
8000099979 6 10/01/08 0.0 2,459.52 2,459.52
8000099998 6 10/01/08 0.0 4,158.37 4,158.37
8000100091 6 10/01/08 0.0 2,151.35 2,151.35
8000100112 0 0.0 3,473.63 3,473.63
8000100115 0 0.0 765.58 765.58
8000100118 0 0.0 1,336.88 1,336.88
8000100171 0 0.0 3,508.06 3,508.06
8000100198 0 0.0 1,000.06 1,000.06
8000100204 0 0.0 1,041.30 1,041.30
8000100206 0 0.0 3,335.79 3,335.79
8000100210 0 0.0 186.84 186.84
8000100239 6 11/01/08 0.0 1,854.96 1,854.96
8000100275 6 10/01/09 0.0 3,999.60 3,999.60
8000100297 0 0.0 590.48 590.48
8000100317 0 0.0 2,530.19 2,530.19
8000100344 6 10/01/08 0.0 627.41 627.41
8000100349 0 0.0 852.62 852.62
8000100375 6 10/01/09 0.0 2,937.40 2,937.40
8000100433 0 0.0 266.52 266.52
8000100452 6 10/01/08 0.0 681.30 681.30
8000100457 6 10/01/08 0.0 4,210.21 4,210.21
8000100507 0 0.0 1,002.36 1,002.36
8000100533 0 0.0 1,504.19 1,504.19
8000100563 0 0.0 605.72 605.72
8000100583 6 10/01/08 0.0 4,982.56 4,982.56
8000100586 6 10/01/09 0.0 2,792.04 2,792.04
8000100597 6 10/01/08 0.0 1,839.98 1,839.98
8000100637 6 10/01/08 0.0 2,771.00 2,771.00
8000100665 0 0.0 613.12 613.12
8000100683 0 0.0 811.37 811.37
8000100689 0 0.0 580.07 580.07
8000100729 0 0.0 636.74 636.74
8000100743 6 10/01/08 0.0 985.87 985.87
8000100772 0 0.0 913.01 913.01
8000100868 6 10/01/09 0.0 1,150.47 1,150.47
8000100976 0 0.0 382.85 382.85
8000100999 0 0.0 554.71 554.71
8000101054 0 0.0 228.20 228.20
8000101124 6 11/01/08 0.0 3,540.63 3,540.63
8000101134 6 10/01/08 0.0 517.70 517.70
8000101206 6 10/01/08 0.0 1,659.68 1,659.68
8000101241 0 0.0 404.92 404.92
8000101257 6 10/01/08 0.0 2,213.85 2,213.85
8000101276 0 0.0 670.60 670.60
8000101399 0 0.0 622.69 622.69
8000101406 6 11/01/08 0.0 924.83 924.83
LOAN NUMBER DEBT RATIO PREPAY PENALTY TERM PREPAY PENALTY FLAG PREPAY PENALTY TYPE GRADE
- ----------- ---------- ------------------- ------------------- ------------------- -----
1000309078 49.67 24 Y 6 MO INT ON 80% A+XP
1000314552 48.85 24 Y 6 MO INT ON 80% A+XP
1000316803 43.91 24 Y 6 MO INT ON 80% A+XP
1000317096 48.53 24 Y 2% UPB A+XP
1000318104 53.51 24 Y 6 MO INT ON 80% A+XP
1000318322 44.76 24 Y 6 MO INT ON 80% XTA+
1000318624 51.08 24 Y 6 MO INT ON 80% AXP
1000319217 48.09 24 Y 6 MO INT ON 80% A+XP
1000319764 53.74 24 Y 6 MO INT ON 80% BXP
1000320600 50.91 24 Y 6 MO INT ON 80% AXP
1000320923 46.7 0 N NO PENALTY A+XP
1000320949 51.46 24 Y 6 MO INT ON 80% BXP
1000321045 49.39 24 Y 2% UPB XTA+
1000321167 46.7 0 N NO PENALTY XTA+
1000321220 43.62 0 N NO PENALTY BXP
1000321248 49.67 0 N NO PENALTY A+XP
1000321474 54.93 0 N NO PENALTY BXP
1000321640 54.57 0 N NO PENALTY BXP
1000321668 54.37 24 Y 6 MO INT ON 80% C-XP
1000321727 52.45 0 N NO PENALTY C-XP
1000321731 54.52 0 N NO PENALTY A+XP
1000321874 44 36 Y 6 MO INT ON 80% A+XP
1000321939 52.74 24 Y 2% UPB A+XP
1000322191 50.17 0 N NO PENALTY A+XP
1000322357 49.17 24 Y 6 MO INT ON 80% A+XP
1000322430 53.11 24 Y 2% UPB C-XP
1000322604 54.77 24 Y 6 MO INT ON 80% A+XP
1000322620 52.06 0 N NO PENALTY A+XP
1000322730 54.87 0 N NO PENALTY A+XP
1000322739 35.76 0 N NO PENALTY A+XP
1000323092 41.18 36 Y 1% UPB A+XP
1000323255 52.8 0 N NO PENALTY A+XP
1000323464 54.87 24 Y 6 MO INT ON 80% BXP
1000323627 53.51 24 Y 6 MO INT ON 80% A+XP
1000323637 47.02 24 Y 1% UPB A+XP
1000323648 41.24 24 Y 6 MO INT ON 80% A+XP
1000323852 52.34 24 Y 6 MO INT ON 80% CXP
1000323893 51.12 0 N NO PENALTY A-XP
1000323944 54.46 24 Y 6 MO INT ON 80% AXP
1000323982 51.8 0 N NO PENALTY AXP
1000324040 50.63 0 N NO PENALTY AXP
1000324055 53.74 0 N NO PENALTY DXP
1000324065 53.63 24 Y 6 MO INT ON 80% AXP
1000324078 54.6 24 Y 6 MO INT ON 80% BXP
1000324173 50.08 24 Y 6 MO INT ON 80% A+XP
1000324291 53.05 12 Y 6 MO INT ON 80% A+XP
1000324332 51.38 12 Y 6 MO INT ON 80% AXP
1000324392 53.08 24 Y 6 MO INT ON 80% CXP
1000324560 45.1 36 Y 6 MO INT ON 80% A+XP
3000062243 24.73 0 N NO PENALTY A+XP
3000063938 29.42 24 Y 6 MO INT ON 80% A+XP
3000064392 29.42 24 Y 6 MO INT ON 80% A+XP
3000090258 46.64 12 Y 6 MO INT ON 80% A+XP
3000096334 33.91 0 N NO PENALTY A+XP
3000098201 50.51 36 Y 6 MO INT ON 80% A+XP
3000103082 27.37 0 N NO PENALTY A+XP
3000104891 27.29 0 N NO PENALTY A+XP
3000105734 38.69 0 N NO PENALTY A+XP
3000105869 30.68 0 N NO PENALTY A+XP
3000106074 49.61 0 N NO PENALTY A+XP
3000111413 46.94 0 N NO PENALTY A+XP
3000112960 46.41 0 N NO PENALTY A+XP
3000113790 36.17 0 N NO PENALTY A+XP
3000119514 52.15 0 N NO PENALTY DXP
3000120458 47.06 24 Y 6 MO INT ON 80% BXP
3000120481 49.41 0 N NO PENALTY A+XP
3000120517 49.41 0 N NO PENALTY A+XP
3000123188 46.94 0 N NO PENALTY A+XP
3000124646 51.41 24 Y 6 MO INT ON 80% A+XP
3000128070 41.89 0 N NO PENALTY A+XP
3000128786 46.47 0 N NO PENALTY A+XP
3000129048 53.44 0 N NO PENALTY A+XP
3000129220 38.34 24 Y 6 MO INT ON 80% A+XP
3000130542 51.31 0 N NO PENALTY A+XP
3000131304 29.4 12 Y 6 MO INT ON 80% BXP
3000131952 47.2 24 Y 6 MO INT ON 80% A+XP
3000134513 31.24 24 Y 6 MO INT ON 80% A+XP
3000135638 45.79 24 Y 6 MO INT ON 80% A+XP
3000135876 48.15 0 N NO PENALTY CXP
3000136194 47.97 0 N NO PENALTY A+XP
3000137015 45.43 24 Y 6 MO INT ON 80% A+XP
3000138038 47.76 24 Y 6 MO INT ON 80% CXP
3000138799 47.4 0 N NO PENALTY A+XP
3000140112 53.32 24 Y 6 MO INT ON 80% A-XP
3000142329 42.85 12 Y 6 MO INT ON 80% AXP
3000142637 44.91 24 Y 6 MO INT ON 80% A+XP
3000143080 35.17 24 Y 1% UPB A+XP
3000143331 39.92 0 N NO PENALTY A+XP
3000144207 41.9 24 Y 6 MO INT ON 80% A+XP
3000144252 53.56 0 N NO PENALTY A+XP
3000144365 48.23 24 Y 6 MO INT ON 80% AXP
3000144753 49.78 36 Y 6 MO INT ON 80% A+XP
3000145253 48.28 24 Y 6 MO INT ON 80% AXP
3000146389 49.78 36 Y 6 MO INT ON 80% A+XP
3000146744 54.97 24 Y 6 MO INT ON 80% A+XP
3000147028 52.74 0 N NO PENALTY A-XP
3000147108 33.08 0 N NO PENALTY A+XP
3000147277 43.26 24 Y 6 MO INT ON 80% AXP
3000148597 30.01 24 Y 6 MO INT ON 80% AXP
3000148995 48.4 36 Y 6 MO INT ON 80% A+XP
3000150057 28.19 24 Y 6 MO INT ON 80% AXP
3000150627 49.67 24 Y 6 MO INT ON 80% CXP
3000151445 44.58 0 N NO PENALTY A+XP
3000151935 47.97 24 Y 6 MO INT ON 80% A+XP
3000152457 49.89 0 N NO PENALTY A+XP
3000152981 47.71 36 Y 6 MO INT ON 80% AXP
3000154983 31.69 24 Y 6 MO INT ON 80% A-XP
3000155837 48.9 36 Y 6 MO INT ON 80% AXP
3000156872 30.34 24 Y 2% UPB A+XP
3000157134 53.67 24 Y 6 MO INT ON 80% A+XP
3000157407 53.59 0 N NO PENALTY CXP
3000158590 54.97 0 N NO PENALTY AXP
3000158987 54.61 24 Y 6 MO INT ON 80% A-XP
3000159421 52.32 0 N NO PENALTY CXP
3000159706 30.12 0 N NO PENALTY A+XP
3000159999 36.63 12 Y 6 MO INT ON 80% A+XP
3000161005 51.04 24 Y 6 MO INT ON 80% A+XP
3000161937 49.41 0 N NO PENALTY A+XP
3000162346 47.98 0 N NO PENALTY BXP
3000162676 47.96 0 N NO PENALTY AXP
3000162858 50.12 36 Y 6 MO INT ON 80% A+XP
3000163369 54.47 0 N NO PENALTY AXP
3000163449 49.65 0 N NO PENALTY A+XP
3000163483 37.98 0 N NO PENALTY A+XP
3000163575 37.98 0 N NO PENALTY A+XP
3000164509 39.07 24 Y 6 MO INT ON 80% A-XP
3000165292 51.82 0 N NO PENALTY A+XP
3000166293 45.94 0 N NO PENALTY C-XP
3000166603 37.26 24 Y 6 MO INT ON 80% A+XP
3000166987 54.83 0 N NO PENALTY AXP
3000167227 40.27 24 Y 6 MO INT ON 80% C-XP
3000167465 39.07 36 Y 6 MO INT ON 80% A+XP
3000167693 46.16 0 N NO PENALTY C-XP
3000167819 42.49 0 N NO PENALTY C-XP
3000168320 33.29 0 N NO PENALTY A+XP
3000168397 48.67 0 N NO PENALTY AXP
3000168466 50.81 24 Y 6 MO INT ON 80% A+XP
3000169070 44.72 0 N NO PENALTY A+XP
3000170028 39.56 24 Y 6 MO INT ON 80% A+XP
3000170222 42.24 36 Y 6 MO INT ON 80% A+XP
3000170530 52.75 24 Y 6 MO INT ON 80% A-XP
3000170994 44.07 24 Y 6 MO INT ON 80% A+XP
3000171085 54.86 24 Y 6 MO INT ON 80% BXP
3000171461 54.32 0 N NO PENALTY A+XP
3000171780 42.91 24 Y 6 MO INT ON 80% AXP
3000172053 45.28 0 N NO PENALTY A+XP
3000173087 52.74 24 Y 6 MO INT ON 80% A+XP
3000173338 54.34 36 Y 6 MO INT ON 80% A+XP
3000174408 49.16 24 Y 6 MO INT ON 80% A+XP
3000174501 53.39 24 Y 6 MO INT ON 80% A-XP
3000175238 41.26 24 Y 6 MO INT ON 80% A+XP
3000175659 52.01 0 N NO PENALTY A+XP
3000176832 44.75 24 Y 2 MO INT ON 80% AXP
3000177105 51.14 36 Y 2% UPB A+XP
3000177138 26.43 0 N NO PENALTY C-XP
3000177332 31.82 24 Y 6 MO INT ON 80% BXP
3000177720 22.34 24 Y 6 MO INT ON 80% CXP
3000177811 49.27 0 N NO PENALTY A+XP
3000178140 43.31 24 Y 6 MO INT ON 80% A+XP
3000178685 43.13 36 Y 6 MO INT ON 80% A+XP
3000179083 54.95 36 Y 6 MO INT ON 80% AXP
3000179185 29.86 24 Y 6 MO INT ON 80% A-XP
3000179982 49.78 24 Y 6 MO INT ON 80% A+XP
3000180462 47.36 0 N NO PENALTY A+XP
3000180532 52.56 0 N NO PENALTY CXP
3000180792 47.23 0 N NO PENALTY BXP
3000180827 40.46 0 N NO PENALTY A+XP
3000181032 40.46 0 N NO PENALTY A+XP
3000181305 33.79 24 Y 2% UPB CXP
3000182124 25.01 0 N NO PENALTY A+XP
3000182420 50.11 24 Y 6 MO INT ON 80% A-XP
3000182658 44.1 0 N NO PENALTY A+XP
3000182716 51.75 24 Y 6 MO INT ON 80% CXP
3000182863 35.55 24 Y 6 MO INT ON 80% A+XP
3000182874 54.97 24 Y 2 MO INT ON 66% CXP
3000183001 44.1 0 N NO PENALTY A+XP
3000183216 42.95 0 N NO PENALTY C-XP
3000183513 53.09 0 N NO PENALTY A-XP
3000183820 54.53 24 Y 6 MO INT ON 80% CXP
3000183944 41.53 12 Y 2% UPB A+XP
3000184080 45.22 0 N NO PENALTY A+XP
3000184159 45.22 0 N NO PENALTY A+XP
3000184694 50.15 36 Y 6 MO INT ON 80% A+XP
3000184796 29.24 0 N NO PENALTY A+XP
3000184854 38.59 24 Y 6 MO INT ON 80% A+XP
3000185172 28.15 12 Y 6 MO INT ON 80% A+XP
3000185560 43.75 0 N NO PENALTY A+XP
3000185731 35 0 N NO PENALTY BXP
3000185968 50.45 0 N NO PENALTY A+XP
3000186322 27.9 24 Y 6 MO INT ON 80% A+XP
3000186480 51.47 24 Y 6 MO INT ON 80% AXP
3000186583 54.38 0 N NO PENALTY AXP
3000186641 48.53 0 N NO PENALTY A+XP
3000187243 41.2 0 N NO PENALTY C-XP
3000187403 39.28 0 N NO PENALTY A+XP
3000187620 42.36 12 Y 6 MO INT ON 80% A+XP
3000187846 54.96 24 Y 2% UPB CXP
3000188266 43.63 0 N NO PENALTY BXP
3000188288 43.79 0 N NO PENALTY A+XP
3000188302 46.9 0 N NO PENALTY A+XP
3000188324 49.26 24 Y 6 MO INT ON 80% A+XP
3000188379 49.63 0 N NO PENALTY BXP
3000188380 33.42 0 N NO PENALTY A+XP
3000188610 22.58 0 N NO PENALTY CXP
3000188938 41.75 0 N NO PENALTY AXP
3000189381 32.88 0 N NO PENALTY A+XP
3000189450 44.91 0 N NO PENALTY A+XP
3000189688 32.88 0 N NO PENALTY A+XP
3000189939 34.14 36 Y 6 MO INT ON 80% A+XP
3000190088 38.47 0 N NO PENALTY AXP
3000190260 43.92 24 Y 6 MO INT ON 80% AXP
3000190497 53.31 0 N NO PENALTY A+XP
3000190578 28.9 0 N NO PENALTY A+XP
3000190589 40.79 36 Y 6 MO INT ON 80% A+XP
3000190658 28.9 0 N NO PENALTY A+XP
3000190727 44.12 24 Y 6 MO INT ON 80% A+XP
3000190863 50.1 36 Y 6 MO INT ON 80% A+XP
3000191001 44.57 24 Y 1% UPB A+XP
3000191524 45.97 0 N NO PENALTY A+XP
3000191762 45.97 0 N NO PENALTY A+XP
3000191773 46.65 24 Y 1% UPB A+XP
3000192057 37.02 24 Y 1% UPB A+XP
3000192477 51.39 0 N NO PENALTY A+XP
3000192887 52.71 0 N NO PENALTY A+XP
3000193081 53.09 24 Y 6 MO INT ON 80% A+XP
3000193478 33 0 N NO PENALTY A+XP
3000193628 39.48 24 Y 6 MO INT ON 80% A+XP
3000193742 52.8 0 N NO PENALTY A+XP
3000193946 51.74 12 Y 6 MO INT ON 80% A+XP
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6000242761 49.18 36 Y 6 MO INT ON 80% A+XP
6000242772 46.98 24 Y 6 MO INT ON 80% A+XP
6000242773 39.88 24 Y 6 MO INT ON 80% AXP
6000242792 52.17 0 N NO PENALTY A+XP
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6000242814 51.24 24 Y 6 MO INT ON 80% C-XP
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6000242826 46.98 36 Y 6 MO INT ON 80% XTA+
6000242831 42.93 24 Y 6 MO INT ON 80% A+XP
6000242843 54.78 24 Y 1% UPB A+XP
6000242855 50.19 36 Y 6 MO INT ON 80% A-XP
6000242858 51.23 0 N NO PENALTY AXP
6000242860 44.52 12 Y 2% UPB XTA+
6000242868 52.18 0 N NO PENALTY A+XP
6000242901 39.25 0 N NO PENALTY A+XP
6000242923 48.95 0 N NO PENALTY A-XP
6000242927 26.25 0 N NO PENALTY XTA+
6000242940 53.44 0 N NO PENALTY A+XP
6000242946 43.97 0 N NO PENALTY A+XP
6000242970 27.31 24 Y 6 MO INT ON 80% AXP
6000243020 33.52 24 Y 6 MO INT ON 80% A+XP
6000243056 35.35 0 N NO PENALTY A+XP
6000243067 49.3 0 N NO PENALTY A+XP
6000243070 47.09 36 Y 6 MO INT ON 80% A+XP
6000243080 41.69 36 Y 2% UPB A+XP
6000243084 49.18 0 N NO PENALTY XTA+
6000243086 54.89 24 Y 6 MO INT ON 80% AXP
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6000243156 54.3 12 Y 6 MO INT ON 80% CXP
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6000243194 39.5 36 Y 2% UPB A+XP
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6000243209 50.85 36 Y 6 MO INT ON 80% A+XP
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6000243274 46.58 0 N NO PENALTY A+XP
6000243277 35.32 0 N NO PENALTY A+XP
6000243287 24.66 24 Y 2 MO INT ON 66% A+XP
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6000243335 41.88 24 Y 6 MO INT ON 80% XTA+
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6000243357 41.23 0 N NO PENALTY A+XP
6000243359 53.39 0 N NO PENALTY A+XP
6000243363 33.71 24 Y 6 MO INT ON 80% A+XP
6000243372 52.56 0 N NO PENALTY A-XP
6000243376 50.33 0 N NO PENALTY A+XP
6000243381 46.58 0 N NO PENALTY XTA+
6000243399 54.26 24 Y 6 MO INT ON 80% A+XP
6000243406 37.94 24 Y 6 MO INT ON 80% AXP
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6000243414 34.15 0 N NO PENALTY XTA+
6000243418 48.45 24 Y 6 MO INT ON 80% A+XP
6000243424 52.37 24 Y 2% UPB A+XP
6000243474 53.2 24 Y 6 MO INT ON 80% AXP
6000243486 35.23 36 Y 6 MO INT ON 80% A-XP
6000243496 24.06 36 Y 6 MO INT ON 80% A+XP
6000243498 53.98 0 N NO PENALTY A+XP
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6000243531 53.39 24 Y 6 MO INT ON 80% A-XP
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6000243540 33.71 36 Y 6 MO INT ON 80% XTA+
6000243550 49.22 36 Y 6 MO INT ON 80% A+XP
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6000243565 43.23 12 Y 6 MO INT ON 80% A-XP
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6000243611 50.74 24 Y 6 MO INT ON 80% AXP
6000243622 51.45 12 Y 6 MO INT ON 80% A+XP
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6000243658 50.53 0 N NO PENALTY A+XP
6000243689 52.64 0 N NO PENALTY A+XP
6000243696 51.18 0 N NO PENALTY CXP
6000243748 49.94 24 Y 6 MO INT ON 80% A+XP
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6000243789 53.88 24 Y 2% UPB A+XP
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6000243828 30.17 0 N NO PENALTY A+XP
6000243849 54.9 0 N NO PENALTY A+XP
6000243860 37.55 24 Y 6 MO INT ON 80% A+XP
6000243863 49.89 0 N NO PENALTY A+XP
6000243865 49.73 36 Y 6 MO INT ON 80% A+XP
6000243886 29.26 0 N NO PENALTY A+XP
6000243907 49.96 0 N NO PENALTY A+XP
6000243911 29.26 0 N NO PENALTY XTA+
6000243917 54.83 24 Y 6 MO INT ON 80% A+XP
6000243931 28.59 0 N NO PENALTY A+XP
6000243951 52.42 36 Y 6 MO INT ON 80% A+XP
6000243968 47.98 36 Y 6 MO INT ON 80% A+XP
6000243971 49.36 0 N NO PENALTY A+XP
6000243985 50.53 0 N NO PENALTY XTA+
6000243995 52.29 24 Y 6 MO INT ON 80% A+XP
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6000244005 53.42 24 Y 6 MO INT ON 80% A+XP
6000244010 49.76 0 N NO PENALTY A+XP
6000244024 45.21 24 Y 6 MO INT ON 80% AXP
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6000244037 49.76 0 N NO PENALTY XTA+
6000244047 53.34 0 N NO PENALTY A-XP
6000244049 43.5 24 Y 2% UPB XTA+
6000244054 49.95 0 N NO PENALTY A+XP
6000244058 38.52 24 Y 6 MO INT ON 80% A+XP
6000244080 51.39 36 Y 6 MO INT ON 80% A-XP
6000244102 47.23 0 N NO PENALTY AXP
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6000244125 41.64 36 Y 6 MO INT ON 80% A+XP
6000244131 49.64 24 Y 6 MO INT ON 80% A+XP
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6000244222 49.51 36 Y 2% UPB A+XP
6000244225 38.91 0 N NO PENALTY XTA+
6000244237 48.11 0 N NO PENALTY A+XP
6000244269 34.13 36 Y 6 MO INT ON 80% XTA+
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6000244308 53.51 24 Y 6 MO INT ON 80% A+XP
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6000244344 50.15 24 Y 6 MO INT ON 80% A+XP
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6000244363 30.04 0 N NO PENALTY A+XP
6000244372 37.96 0 N NO PENALTY A+XP
6000244381 50.35 24 Y 6 MO INT ON 80% A+XP
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6000244403 53.11 0 N NO PENALTY A-XP
6000244406 49.57 0 N NO PENALTY A+XP
6000244407 36.03 0 N NO PENALTY XTA+
6000244458 47.29 24 Y 2% UPB XTA+
6000244495 54.18 0 N NO PENALTY A+XP
6000244512 49.26 0 N NO PENALTY A+XP
6000244519 48.45 0 N NO PENALTY A+XP
6000244524 33.46 0 N NO PENALTY CXP
6000244564 54.91 0 N NO PENALTY A+XP
6000244566 37.9 36 Y 6 MO INT ON 80% A+XP
6000244572 46.91 0 N NO PENALTY BXP
6000244591 45.89 24 Y 6 MO INT ON 80% A+XP
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6000244657 31.07 24 Y 6 MO INT ON 80% AXP
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6000244681 41.86 0 N NO PENALTY A+XP
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6000244720 50.46 24 Y 2% UPB BXP
6000244729 47.9 0 N NO PENALTY A+XP
6000244741 43.06 24 Y 6 MO INT ON 80% CXP
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6000244773 44.61 0 N NO PENALTY A+XP
6000244775 45.01 0 N NO PENALTY A+XP
6000244779 54.33 0 N NO PENALTY A+XP
6000244784 34.73 0 N NO PENALTY A-XP
6000244785 54.97 24 Y 6 MO INT ON 80% AXP
6000244788 38.89 24 Y 6 MO INT ON 80% XTA+
6000244792 31.9 0 N NO PENALTY XTA+
6000244793 54.93 24 Y 6 MO INT ON 80% A+XP
6000244798 46.33 24 Y 6 MO INT ON 80% A+XP
6000244813 41.86 0 N NO PENALTY XTA+
6000244818 48.1 0 N NO PENALTY A+XP
6000244821 37.96 0 N NO PENALTY XTA+
6000244874 49.88 24 Y 6 MO INT ON 80% A+XP
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6000244905 52.9 24 Y 6 MO INT ON 80% A-XP
6000244907 45.45 12 Y 6 MO INT ON 80% A+XP
6000244933 51.13 0 N NO PENALTY A-XP
6000244934 44.88 24 Y 6 MO INT ON 80% CXP
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6000244982 47.88 0 N NO PENALTY BXP
6000245003 48.74 24 Y 6 MO INT ON 80% A+XP
6000245004 42 24 Y 6 MO INT ON 80% AXP
6000245044 27.98 24 Y 6 MO INT ON 80% A+XP
6000245046 49.71 0 N NO PENALTY A+XP
6000245122 50.56 24 Y 6 MO INT ON 80% AXP
6000245132 38.35 0 N NO PENALTY A+XP
6000245137 37.16 24 Y 6 MO INT ON 80% A+XP
6000245156 46.77 0 N NO PENALTY A+XP
6000245172 47.26 0 N NO PENALTY A+XP
6000245201 36.43 12 Y 6 MO INT ON 80% A+XP
6000245214 54.49 24 Y 6 MO INT ON 80% A-XP
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6000245386 51.44 36 Y 6 MO INT ON 80% AXP
6000245401 53.43 24 Y 6 MO INT ON 80% BXP
6000245431 41.67 0 N NO PENALTY A+XP
6000245466 54.69 24 Y 1% UPB AXP
6000245485 37.09 36 Y 6 MO INT ON 80% A+XP
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6000245534 42.28 0 N NO PENALTY C-XP
6000245540 38.44 0 N NO PENALTY A+XP
6000245547 54.44 24 Y 6 MO INT ON 80% A+XP
6000245602 48.12 0 N NO PENALTY XTA
6000245617 43.26 24 Y 6 MO INT ON 80% A+XP
6000245684 45.3 24 Y 6 MO INT ON 80% A+XP
6000245715 41.85 0 N NO PENALTY A+XP
6000245746 45.3 36 Y 6 MO INT ON 80% XTA+
6000245841 37.77 24 Y 6 MO INT ON 80% A+XP
6000245907 46.64 24 Y 2 MO INT ON 66% A+XP
6000246010 46.64 24 Y 2 MO INT ON 66% XTA+
6000246078 23.44 0 N NO PENALTY A+XP
6000246080 38.47 24 Y 6 MO INT ON 80% A+XP
6000246206 40.17 36 Y 2 MO INT ON 66% A+XP
6000246584 49.5 24 Y 6 MO INT ON 80% AXP
6000246627 31.27 24 Y 6 MO INT ON 80% AXP
6000246647 48.98 0 N NO PENALTY A+XP
6000246754 34.23 0 N NO PENALTY A+XP
6000246797 45.56 12 Y 2% UPB A+XP
6100229746 51.35 0 N NO PENALTY A+XP
6100239386 49.29 24 Y 1% UPB A+XP
7000001427 22.29 0 N NO PENALTY A+XP
7000195312 53.84 24 Y 6 MO INT ON 80% AXP
7000197237 50.94 0 N NO PENALTY A+XP
7000197602 50.94 0 N NO PENALTY XTA+
7000197909 49.04 0 N NO PENALTY A+XP
7000200544 39.14 0 N NO PENALTY A+XP
7000201483 48.02 0 N NO PENALTY A+XP
7000201672 51.75 24 Y 6 MO INT ON 80% AXP
7000201790 49.09 36 Y 6 MO INT ON 80% AXP
7000201960 53.66 24 Y 6 MO INT ON 80% A+XP
7000201979 50.08 0 N NO PENALTY A+XP
7000202005 30.1 0 N NO PENALTY A+XP
7000202268 51.18 24 Y 6 MO INT ON 80% BXP
7000202411 52.4 12 Y 6 MO INT ON 80% C-XP
7000203009 49.35 24 Y 6 MO INT ON 80% XTA+
7000203581 43.59 0 N NO PENALTY A+XP
7000203973 47.21 0 N NO PENALTY A-XP
7000204153 48.06 24 Y 6 MO INT ON 80% AXP
7000204326 53.42 0 N NO PENALTY A+XP
7000204387 30.9 36 Y 6 MO INT ON 80% A+XP
7000204562 43.01 0 N NO PENALTY A-XP
7000204701 54.7 36 Y 6 MO INT ON 80% A+XP
7000204776 37.78 24 Y 6 MO INT ON 80% A+XP
7000205054 32.63 0 N NO PENALTY A-XP
7000205170 54.98 24 Y 2% UPB BXP
7000205277 53.33 24 Y 6 MO INT ON 80% C-XP
7000205303 54.86 24 Y 6 MO INT ON 80% CXP
7000205306 38.37 0 N NO PENALTY AXP
7000205377 50.51 12 Y 6 MO INT ON 80% A-XP
7000205433 46.4 24 Y 6 MO INT ON 80% AXP
7000205454 54.8 24 Y 2 MO INT ON 66% AXP
7000205573 50.92 0 N NO PENALTY A+XP
7000205643 52.79 24 Y 6 MO INT ON 80% A+XP
7000205669 53.74 0 N NO PENALTY AXP
7000205703 47.7 0 N NO PENALTY A+XP
7000205740 49.53 0 N NO PENALTY A+XP
7000205839 41.54 24 Y 6 MO INT ON 80% A+XP
7000205925 52.18 0 N NO PENALTY A+XP
7000205973 52.8 24 Y 6 MO INT ON 80% AXP
7000206041 20.29 24 Y 6 MO INT ON 80% A+XP
7000206105 34.06 36 Y 6 MO INT ON 80% A+XP
7000206121 30.63 36 Y 6 MO INT ON 80% A+XP
7000206206 36.01 0 N NO PENALTY C-XP
7000206297 54.63 0 N NO PENALTY A+XP
7000206342 44.07 0 N NO PENALTY A+XP
7000206365 51.17 0 N NO PENALTY A+XP
7000206381 57.09 0 N NO PENALTY A-XP
7000206450 46.58 24 Y 6 MO INT ON 80% BXP
7000206491 51.59 0 N NO PENALTY C-XP
7000206517 53.03 24 Y 6 MO INT ON 80% BXP
7000206574 28.26 0 N NO PENALTY A+XP
7000206609 47.83 0 N NO PENALTY A+XP
7000206672 50.6 36 Y 6 MO INT ON 80% AXP
7000206680 52.51 24 Y 2% UPB BXP
7000206740 54.74 0 N NO PENALTY A+XP
7000206787 22.5 36 Y 6 MO INT ON 80% A+XP
7000206803 47.7 0 N NO PENALTY XTA+
7000206832 49.97 24 Y 6 MO INT ON 80% A+XP
7000206856 31.64 0 N NO PENALTY A+XP
7000206968 50.39 0 N NO PENALTY BXP
7000206998 51.17 24 Y 6 MO INT ON 80% C-XP
7000207059 47.83 0 N NO PENALTY XTA+
7000207080 54.95 24 Y 6 MO INT ON 80% A+XP
7000207125 50.27 24 Y 6 MO INT ON 80% A+XP
7000207133 46.93 24 Y 6 MO INT ON 80% A+XP
7000207148 54.88 24 Y 6 MO INT ON 80% A+XP
7000207229 54.95 0 N NO PENALTY A-XP
7000207303 53.56 24 Y 6 MO INT ON 80% AXP
7000207357 47.53 12 Y 6 MO INT ON 80% A+XP
7000207386 47.43 0 N NO PENALTY A+XP
7000207398 48.97 0 N NO PENALTY A+XP
7000207484 54.25 24 Y 6 MO INT ON 80% AXP
7000207501 54.86 0 N NO PENALTY A+XP
7000207777 52.17 0 N NO PENALTY AXP
7000207812 47.93 24 Y 6 MO INT ON 80% A+XP
7000207830 41.01 0 N NO PENALTY A+XP
7000207898 40.03 0 N NO PENALTY CXP
7000207899 45.87 24 Y 6 MO INT ON 80% A-XP
7000207942 53.64 0 N NO PENALTY A-XP
7000207969 53.94 24 Y 6 MO INT ON 80% BXP
7000207973 38.22 24 Y 6 MO INT ON 80% A-XP
7000207983 22.04 12 Y 6 MO INT ON 80% A+XP
7000207990 52.67 0 N NO PENALTY C-XP
7000208067 37.32 0 N NO PENALTY A+XP
7000208120 46.67 0 N NO PENALTY A+XP
7000208176 52.4 0 N NO PENALTY A-XP
7000208188 48.8 36 Y 6 MO INT ON 80% XTA+
7000208217 53.37 12 Y 2% UPB AXP
7000208219 46.12 12 Y 6 MO INT ON 80% A+XP
7000208306 39.51 24 Y 6 MO INT ON 80% A+XP
7000208308 52.05 36 Y 6 MO INT ON 80% AXP
7000208314 51.7 0 N NO PENALTY A+XP
7000208330 44.09 24 Y 6 MO INT ON 80% A-XP
7000208355 48.73 24 Y 6 MO INT ON 80% CXP
7000208375 50.4 24 Y 6 MO INT ON 80% C-XP
7000208396 26.49 24 Y 6 MO INT ON 80% A+XP
7000208424 50.23 0 N NO PENALTY BXP
7000208425 53.1 0 N NO PENALTY A+XP
7000208454 29.23 0 N NO PENALTY A+XP
7000208468 41.54 24 Y 6 MO INT ON 80% BXP
7000208472 50.15 24 Y 6 MO INT ON 80% A+XP
7000208534 49.14 0 N NO PENALTY A+XP
7000208563 49.14 0 N NO PENALTY XTA+
7000208568 37.3 24 Y 6 MO INT ON 80% A-XP
7000208569 42.11 24 Y 6 MO INT ON 80% A+XP
7000208587 54.61 0 N NO PENALTY BXP
7000208650 53.07 0 N NO PENALTY AXP
7000208669 44.98 12 Y 6 MO INT ON 80% A+XP
7000208712 46.92 24 Y 6 MO INT ON 80% AXP
7000208731 44.98 12 Y 6 MO INT ON 80% XTA+
7000208745 45.17 24 Y 6 MO INT ON 80% A+XP
7000208779 50.18 24 Y 6 MO INT ON 80% C-XP
7000208861 45.17 24 Y 6 MO INT ON 80% XTA+
7000208877 29.43 0 N NO PENALTY A+XP
7000208897 52.34 24 Y 6 MO INT ON 80% AXP
7000208925 41.49 24 Y 6 MO INT ON 80% A+XP
7000208941 54.96 36 Y 6 MO INT ON 80% A+XP
7000208942 52.29 24 Y 6 MO INT ON 80% A+XP
7000208951 39.12 24 Y 6 MO INT ON 80% A+XP
7000208976 54.77 24 Y 6 MO INT ON 80% A+XP
7000208981 54.87 36 Y 6 MO INT ON 80% A+XP
7000209014 47.88 24 Y 6 MO INT ON 80% C-XP
7000209037 54.31 24 Y 2% UPB A+XP
7000209051 52.84 24 Y 6 MO INT ON 80% AXP
7000209073 48.14 24 Y 6 MO INT ON 80% BXP
7000209101 52.61 0 N NO PENALTY CXP
7000209112 43.22 0 N NO PENALTY A+XP
7000209134 54.03 24 Y 6 MO INT ON 80% A-XP
7000209136 52.91 24 Y 6 MO INT ON 80% AXP
7000209172 36.76 24 Y 2% UPB C-XP
7000209239 46.54 0 N NO PENALTY AXP
7000209245 47.95 12 Y 6 MO INT ON 80% A+XP
7000209278 44.32 24 Y 6 MO INT ON 80% BXP
7000209280 48.64 24 Y 6 MO INT ON 80% A+XP
7000209295 53.3 0 N NO PENALTY CXP
7000209367 24.29 24 Y 6 MO INT ON 80% A+XP
7000209371 45.46 24 Y 2 MO INT ON 66% XTA+
7000209376 39.73 0 N NO PENALTY A+XP
7000209377 30.14 0 N NO PENALTY A+XP
7000209437 50.19 0 N NO PENALTY DXP
7000209450 30.95 24 Y 6 MO INT ON 80% A+XP
7000209451 32.15 24 Y 6 MO INT ON 80% A+XP
7000209477 51.49 24 Y 6 MO INT ON 80% A+XP
7000209483 49.63 24 Y 6 MO INT ON 80% A+XP
7000209487 54.8 0 N NO PENALTY AXP
7000209511 25.55 24 Y 6 MO INT ON 80% A+XP
7000209529 48.3 0 N NO PENALTY A+XP
7000209532 36.39 24 Y 6 MO INT ON 80% A+XP
7000209587 28.49 36 Y 6 MO INT ON 80% A+XP
7000209595 48.73 24 Y 6 MO INT ON 80% A+XP
7000209597 49.68 24 Y 6 MO INT ON 80% A+XP
7000209600 32.15 24 Y 6 MO INT ON 80% XTA+
7000209628 29.93 24 Y 6 MO INT ON 80% A+XP
7000209656 36.39 24 Y 6 MO INT ON 80% XTA+
7000209698 45.42 24 Y 2% UPB BXP
7000209706 52.63 24 Y 6 MO INT ON 80% A+XP
7000209711 32.52 24 Y 2% UPB A+XP
7000209740 49.68 24 Y 6 MO INT ON 80% XTA+
7000209759 46.61 36 Y 6 MO INT ON 80% C-XP
7000209761 53.37 24 Y 6 MO INT ON 80% BXP
7000209764 53.81 24 Y 6 MO INT ON 80% A+XP
7000209780 37.43 0 N NO PENALTY A+XP
7000209808 52.14 24 Y 6 MO INT ON 80% A+XP
7000209818 34.4 24 Y 6 MO INT ON 80% A+XP
7000209819 37.43 0 N NO PENALTY XTA+
7000209855 39.75 24 Y 1% UPB A+XP
7000209887 48.35 24 Y 6 MO INT ON 80% A+XP
7000209920 49.98 24 Y 6 MO INT ON 80% A+XP
7000209973 43.91 0 N NO PENALTY A+XP
7000210003 48.35 24 Y 6 MO INT ON 80% XTA+
7000210033 30.53 0 N NO PENALTY A+XP
7000210045 53.5 12 Y 6 MO INT ON 80% BXP
7000210047 38.33 0 N NO PENALTY A+XP
7000210048 28.73 24 Y 6 MO INT ON 80% A+XP
7000210052 52.38 12 Y 6 MO INT ON 80% A-XP
7000210058 33.06 24 Y 6 MO INT ON 80% A+XP
7000210062 45.04 0 N NO PENALTY A+XP
7000210073 30.53 0 N NO PENALTY XTA+
7000210074 54.95 0 N NO PENALTY AXP
7000210084 52.16 24 Y 6 MO INT ON 80% A+XP
7000210218 54.68 0 N NO PENALTY C-XP
7000210227 49.94 24 Y 6 MO INT ON 80% XTA+
7000210230 33.06 24 Y 6 MO INT ON 80% XTA+
7000210248 38.13 24 Y 6 MO INT ON 80% A+XP
7000210294 49.95 24 Y 6 MO INT ON 80% A+XP
7000210325 45.46 0 N NO PENALTY A+XP
7000210354 38.15 24 Y 6 MO INT ON 80% A+XP
7000210364 52.33 0 N NO PENALTY A-XP
7000210406 52.64 24 Y 6 MO INT ON 80% A+XP
7000210440 53.58 24 Y 6 MO INT ON 80% CXP
7000210475 46.41 0 N NO PENALTY A+XP
7000210565 38.1 24 Y 6 MO INT ON 80% A+XP
7000210580 54.95 12 Y 6 MO INT ON 80% BXP
7000210619 32.86 0 N NO PENALTY AXP
7000210648 24.88 24 Y 1% UPB C-XP
7000210655 52.83 24 Y 6 MO INT ON 80% A-XP
7000210666 50.26 0 N NO PENALTY A-XP
7000210692 49.84 0 N NO PENALTY A+XP
7000210700 49.09 0 N NO PENALTY A+XP
7000210732 42.74 24 Y 6 MO INT ON 80% CXP
7000210760 54.45 24 Y 6 MO INT ON 80% A+XP
7000210775 52.96 24 Y 6 MO INT ON 80% A+XP
7000210789 52.51 36 Y 6 MO INT ON 80% A+XP
7000210796 43.82 24 Y 6 MO INT ON 80% A+XP
7000210817 47.32 24 Y 6 MO INT ON 80% BXP
7000210837 49.09 0 N NO PENALTY XTA+
7000210849 41.69 24 Y 6 MO INT ON 80% A+XP
7000210876 43.21 24 Y 6 MO INT ON 80% A+XP
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6000238401 7.35 24 Y 6 MO INT ON 80% A+XP
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6000240529 52 24 Y 6 MO INT ON 80% A+XP
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6000240599 41.34 24 Y 6 MO INT ON 80% A+XP
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6000240629 49.32 36 Y 6 MO INT ON 80% XTA+
6000240634 49.87 36 Y 6 MO INT ON 80% A+XP
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6000240729 41.25 36 Y 6 MO INT ON 80% XTA+
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6000240736 48.08 0 N NO PENALTY A+XP
6000240743 42.71 36 Y 6 MO INT ON 80% A+XP
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6000241159 45.42 24 Y 6 MO INT ON 80% XTA+
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6000241161 47.42 0 N NO PENALTY XTA+
6000241162 36.46 24 Y 6 MO INT ON 80% A+XP
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6000241232 50 24 Y 6 MO INT ON 80% XTA+
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6000241420 43.93 36 Y 6 MO INT ON 80% A+XP
6000241422 42.69 0 N NO PENALTY XTA+
6000241431 54.02 0 N NO PENALTY A-XP
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6000241514 29.1 0 N NO PENALTY A+XP
6000241530 41 24 Y 6 MO INT ON 80% A+XP
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6000241544 45 36 Y 6 MO INT ON 80% A+XP
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6000241660 35.5 24 Y 6 MO INT ON 80% BXP
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6000241804 38.92 24 Y 6 MO INT ON 80% A+XP
6000241823 49.75 24 Y 6 MO INT ON 80% A+XP
6000241830 48.18 24 Y 6 MO INT ON 80% A+XP
6000241831 36.69 24 Y 6 MO INT ON 80% A+XP
6000241841 39 24 Y 6 MO INT ON 80% A+XP
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6000241884 49.62 24 Y 6 MO INT ON 80% A+XP
6000241896 43.7 24 Y 6 MO INT ON 80% A+XP
6000241898 34.21 36 Y 6 MO INT ON 80% A+XP
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6000242239 47.98 0 N NO PENALTY XTA+
6000242241 49.35 36 Y 6 MO INT ON 80% A+XP
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6000242389 53.85 0 N NO PENALTY AXP
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6000242404 47.84 24 Y 6 MO INT ON 80% A+XP
6000242405 55 24 Y 6 MO INT ON 80% A+XP
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6000242632 51.64 24 Y 6 MO INT ON 80% A+XP
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6000242756 34.8 24 Y 6 MO INT ON 80% XTA+
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6000242844 45.41 24 Y 6 MO INT ON 80% A+XP
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6000242871 49.6 24 Y 6 MO INT ON 80% A+XP
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6000242904 35.91 24 Y 6 MO INT ON 80% XTA+
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6000242932 50 24 Y 6 MO INT ON 80% A+XP
6000242939 49.97 0 N NO PENALTY XTA+
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6000243025 49.6 36 Y 6 MO INT ON 80% XTA+
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6000243049 36.88 24 Y 6 MO INT ON 80% A+XP
6000243051 36.48 24 Y 6 MO INT ON 80% A+XP
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6000243071 49.98 0 N NO PENALTY XTA+
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6000243152 50 36 Y 6 MO INT ON 80% XTA+
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6000243320 47.24 24 Y 6 MO INT ON 80% A+XP
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6000243354 49.44 24 Y 6 MO INT ON 80% A+XP
6000243366 22.95 0 N NO PENALTY A+XP
6000243369 33.94 0 N NO PENALTY A+XP
6000243370 49.94 0 N NO PENALTY A+XP
6000243379 45.42 0 N NO PENALTY A+XP
6000243387 49.44 36 Y 6 MO INT ON 80% XTA+
6000243400 54.08 0 N NO PENALTY A+XP
6000243430 36.67 24 Y 6 MO INT ON 80% XTA+
6000243431 43.22 0 N NO PENALTY XTA+
6000243439 45.91 0 N NO PENALTY A-XP
6000243444 22.95 0 N NO PENALTY XTA+
6000243459 36.69 24 Y 2% UPB A+XP
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6000243522 49.95 0 N NO PENALTY XTA+
6000243523 52.41 36 Y 2% UPB A+XP
6000243544 43.25 0 N NO PENALTY A+XP
6000243567 40.85 0 N NO PENALTY A+XP
6000243575 49.36 24 Y 6 MO INT ON 80% XTA+
6000243580 35.75 0 N NO PENALTY A+XP
6000243593 31.81 24 Y 6 MO INT ON 80% A+XP
6000243594 47.71 24 Y 6 MO INT ON 80% A+XP
6000243596 49.49 0 N NO PENALTY A+XP
6000243603 45.42 0 N NO PENALTY XTA+
6000243608 35.75 0 N NO PENALTY XTA+
6000243616 44.84 24 Y 6 MO INT ON 80% AXP
6000243624 46.8 0 N NO PENALTY A+XP
6000243626 49.36 0 N NO PENALTY A+XP
6000243628 42.95 0 N NO PENALTY A+XP
6000243632 43.5 24 Y 2% UPB A+XP
6000243676 52.63 24 Y 6 MO INT ON 80% AXP
6000243680 42.95 0 N NO PENALTY XTA+
6000243681 36.25 36 Y 6 MO INT ON 80% A+XP
6000243700 21.86 24 Y 6 MO INT ON 80% A+XP
6000243717 49.49 0 N NO PENALTY XTA+
6000243724 30.41 24 Y 6 MO INT ON 80% A+XP
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7000210594 35.16 24 Y 6 MO INT ON 80% A+XP
7000210597 43.48 24 Y 6 MO INT ON 80% A+XP
7000210600 49.83 0 N NO PENALTY A+XP
7000210601 42.19 24 Y 6 MO INT ON 80% XTA+
7000210612 36.46 24 Y 6 MO INT ON 80% A+XP
7000210616 53.3 36 Y 6 MO INT ON 80% A+XP
7000210626 35.16 24 Y 6 MO INT ON 80% XTA+
7000210631 40.6 24 Y 6 MO INT ON 80% A+XP
7000210634 40.6 24 Y 6 MO INT ON 80% XTA+
7000210640 27.89 24 Y 1% UPB A+XP
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7000210672 47.43 24 Y 6 MO INT ON 80% XTA+
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7000210696 41.07 0 N NO PENALTY XTA+
7000210697 36.6 24 Y 6 MO INT ON 80% A+XP
7000210706 49.89 24 Y 6 MO INT ON 80% A+XP
7000210718 47.71 24 Y 6 MO INT ON 80% A+XP
7000210741 49.94 24 Y 6 MO INT ON 80% A+XP
7000210767 49.86 0 N NO PENALTY A+XP
7000210769 41.49 0 N NO PENALTY A+XP
7000210791 42.24 24 Y 6 MO INT ON 80% A+XP
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7000210797 45.49 24 Y 6 MO INT ON 80% A+XP
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7000210819 33.1 24 Y 6 MO INT ON 80% A+XP
7000210823 49.89 24 Y 6 MO INT ON 80% XTA+
7000210825 43.48 24 Y 6 MO INT ON 80% XTA+
7000210840 49.86 0 N NO PENALTY XTA+
7000210843 47.71 24 Y 6 MO INT ON 80% XTA+
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7000210869 45.49 24 Y 6 MO INT ON 80% XTA+
7000210874 42.26 24 Y 6 MO INT ON 80% A+XP
7000210877 42.26 24 Y 6 MO INT ON 80% XTA+
7000210881 33.8 24 Y 6 MO INT ON 80% XTA+
7000210890 34.91 24 Y 6 MO INT ON 80% A+XP
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7000210914 49.94 24 Y 6 MO INT ON 80% XTA+
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7000210931 49.96 24 Y 6 MO INT ON 80% A+XP
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7000210967 47.85 24 Y 6 MO INT ON 80% A+XP
7000210974 28.5 24 Y 6 MO INT ON 80% A+XP
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7000210983 34.91 24 Y 6 MO INT ON 80% XTA+
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7000211016 17.65 36 Y 2% UPB A+XP
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7000211104 49.67 24 Y 6 MO INT ON 80% A+XP
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7000211152 50.66 24 Y 6 MO INT ON 80% A+XP
7000211170 51.17 24 Y 6 MO INT ON 80% A-XP
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7000211279 48.25 24 Y 6 MO INT ON 80% XTA+
7000211293 54.57 24 Y 6 MO INT ON 80% A+XP
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7000211407 39.81 24 Y 6 MO INT ON 80% A+XP
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7000211444 52.44 24 Y 6 MO INT ON 80% A-XP
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7000211547 49.15 24 Y 6 MO INT ON 80% A+XP
7000211548 49.64 24 Y 6 MO INT ON 80% A+XP
7000211556 37.14 24 Y 6 MO INT ON 80% A+XP
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7000211798 49.89 24 Y 6 MO INT ON 80% A+XP
7000211802 37.07 24 Y 6 MO INT ON 80% A+XP
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7000211811 39.83 12 Y 6 MO INT ON 80% A+XP
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7000211826 49.38 0 N NO PENALTY A+XP
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7000211989 49.38 0 N NO PENALTY XTA+
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7000212009 49.63 24 Y 6 MO INT ON 80% XTA+
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7000212056 49.53 24 Y 6 MO INT ON 80% A+XP
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7000212088 47.57 24 Y 6 MO INT ON 80% XTA+
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7000212166 50.63 0 N NO PENALTY A+XP
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7000212211 44.05 24 Y 6 MO INT ON 80% A+XP
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8000085914 50.87 0 N NO PENALTY A+XP
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8000094483 37.73 0 N NO PENALTY XTA+
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8000095570 11.95 0 N NO PENALTY A+XP
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8000095916 43.66 0 N NO PENALTY XTA+
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8000095941 41.49 12 Y 6 MO INT ON 80% XTA+
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8000097410 36.05 12 Y 6 MO INT ON 80% A+XP
8000097412 47.76 0 N NO PENALTY XTA+
8000097430 12.23 24 Y 6 MO INT ON 80% A+XP
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8000097668 43.26 12 Y 6 MO INT ON 80% XTA+
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8000097714 48.98 24 Y 6 MO INT ON 80% A+XP
8000097715 7.09 24 Y 6 MO INT ON 80% A+XP
8000097721 47.61 0 N NO PENALTY A+XP
8000097730 48.98 36 Y 6 MO INT ON 80% XTA+
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8000097782 50.13 12 Y 6 MO INT ON 80% XTA+
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6000249860 15 0 N NO PENALTY A+XP
6000249870 47.42 12 Y 6 MO INT ON 80% XTA+
6000249908 45.33 0 N NO PENALTY A+XP
6000250181 48.34 36 Y 6 MO INT ON 80% A+XP
6000250273 48.34 36 Y 6 MO INT ON 80% XTA+
7000001530 45.37 24 Y 6 MO INT ON 80% BXP
7000203959 46.47 24 Y 6 MO INT ON 80% A+XP
7000205562 45.54 24 Y 6 MO INT ON 80% A+XP
7000205707 35.81 24 Y 6 MO INT ON 80% A-XP
7000205730 39.95 36 Y 6 MO INT ON 80% CXP
7000205739 42.16 24 Y 6 MO INT ON 80% XTA+
7000206122 34.05 24 Y 6 MO INT ON 80% CXP
7000206508 27.23 24 Y 2% ON 100% BXP
7000206911 17.6 24 Y 6 MO INT ON 80% A+XP
7000207259 41.28 36 Y 6 MO INT ON 80% A+XP
7000207577 50.5 0 N NO PENALTY BXP
7000207913 28.61 24 Y 6 MO INT ON 80% C-XP
7000208213 48.99 0 N NO PENALTY A+XP
7000208299 46.89 36 Y 6 MO INT ON 80% A+XP
7000208377 50.71 24 Y 6 MO INT ON 80% A+XP
7000208613 53.04 24 Y 6 MO INT ON 80% A+XP
7000208696 43.69 24 Y 6 MO INT ON 80% A+XP
7000208771 48.05 24 Y 6 MO INT ON 80% XTA+
7000208944 45.96 36 Y 6 MO INT ON 80% A+XP
7000209047 41.6 36 Y 6 MO INT ON 80% A+XP
7000209194 47.81 0 N NO PENALTY A+XP
7000209255 54.33 0 N NO PENALTY A+XP
7000209626 46.12 36 Y 6 MO INT ON 80% A+XP
7000209643 48.18 24 Y 6 MO INT ON 80% A+XP
7000209830 47.81 36 Y 6 MO INT ON 80% A+XP
7000209916 35.05 24 Y 6 MO INT ON 80% A+XP
7000209936 48.18 24 Y 6 MO INT ON 80% XTA+
7000209942 35.05 0 N NO PENALTY XTA+
7000210070 47.81 36 Y 6 MO INT ON 80% XTA+
7000210169 39.69 0 N NO PENALTY A+XP
7000210208 45.98 24 Y 6 MO INT ON 80% BXP
7000210213 39.69 0 N NO PENALTY XTA+
7000210232 50.02 0 N NO PENALTY AXP
7000210244 32.34 24 Y 6 MO INT ON 80% A+XP
7000210315 31.85 0 N NO PENALTY A+XP
7000210345 16.69 0 N NO PENALTY A+XP
7000210386 43.46 0 N NO PENALTY A+XP
7000210390 45.85 12 Y 6 MO INT ON 80% A+XP
7000210421 43.46 0 N NO PENALTY XTA+
7000210422 32.34 24 Y 6 MO INT ON 80% XTA+
7000210463 45.85 12 Y 6 MO INT ON 80% XTA+
7000210490 17.25 36 Y 6 MO INT ON 80% A+XP
7000210510 32.95 0 N NO PENALTY A-XP
7000210531 29.89 24 Y 6 MO INT ON 80% A+XP
7000210731 42.6 24 Y 6 MO INT ON 80% A+XP
7000210847 49.97 24 Y 6 MO INT ON 80% A+XP
7000210919 49.97 0 N NO PENALTY XTA+
7000211018 49.84 0 N NO PENALTY A+XP
7000211069 49.15 24 Y 6 MO INT ON 80% AXP
7000211197 49.15 24 Y 6 MO INT ON 80% XTA
7000211220 39.63 24 Y 6 MO INT ON 80% A+XP
7000211225 49.84 0 N NO PENALTY XTA+
7000211240 51.95 36 Y 6 MO INT ON 80% A+XP
7000211274 49.52 0 N NO PENALTY AXP
7000211350 49.39 36 Y 6 MO INT ON 80% BXP
7000211364 50.35 24 Y 6 MO INT ON 80% A+XP
7000211388 48.49 0 N NO PENALTY A+XP
7000211571 50.74 0 N NO PENALTY AXP
7000211592 48.49 0 N NO PENALTY XTA+
7000211634 37.99 24 Y 6 MO INT ON 80% CXP
7000211705 27.26 36 Y 6 MO INT ON 80% A+XP
7000211781 53.28 36 Y 6 MO INT ON 80% A+XP
7000211797 27.26 36 Y 6 MO INT ON 80% XTA+
7000212018 48.92 0 N NO PENALTY A+XP
7000212063 48.92 0 N NO PENALTY XTA+
7000212097 41.93 24 Y 6 MO INT ON 80% A+XP
7000212116 43.81 12 Y 6 MO INT ON 80% AXP
7000212117 49.24 0 N NO PENALTY A+XP
7000212123 41.93 24 Y 6 MO INT ON 80% XTA+
7000212209 47.76 24 Y 6 MO INT ON 80% A+XP
7000212309 54.65 0 N NO PENALTY A-XP
7000212327 49.32 36 Y 6 MO INT ON 80% XTA+
7000212328 47.76 24 Y 6 MO INT ON 80% XTA+
7000212408 21.32 24 Y 6 MO INT ON 80% A+XP
7000212413 38.25 36 Y 6 MO INT ON 80% A+XP
7000212430 38.1 24 Y 6 MO INT ON 80% A+XP
7000212447 46.98 24 Y 6 MO INT ON 80% A+XP
7000212461 52.71 24 Y 6 MO INT ON 80% A-XP
7000212518 3.13 24 Y 6 MO INT ON 80% A+XP
7000212535 51.4 24 Y 6 MO INT ON 80% AXP
7000212573 21.32 24 Y 6 MO INT ON 80% XTA+
7000212582 49.88 0 N NO PENALTY A+XP
7000212595 46.88 24 Y 6 MO INT ON 80% A-XP
7000212613 40.2 36 Y 6 MO INT ON 80% A+XP
7000212664 49.88 0 N NO PENALTY XTA+
7000212667 47.65 0 N NO PENALTY A+XP
7000212678 47.65 0 N NO PENALTY XTA+
7000212709 50.33 0 N NO PENALTY AXP
7000212714 42.93 24 Y 6 MO INT ON 80% A+XP
7000212715 49.4 24 Y 6 MO INT ON 80% A+XP
7000212723 41.85 36 Y 6 MO INT ON 80% A+XP
7000212738 37.17 36 Y 6 MO INT ON 80% A+XP
7000212742 49.4 24 Y 6 MO INT ON 80% XTA+
7000212748 46.41 24 Y 6 MO INT ON 80% XTA+
7000212756 54.42 24 Y 6 MO INT ON 80% AXP
7000212782 48.25 36 Y 6 MO INT ON 80% AXP
7000212806 46.2 24 Y 2% ON 100% A+XP
7000212825 49.71 24 Y 6 MO INT ON 80% A+XP
7000212850 50.41 0 N NO PENALTY A+XP
7000212872 46.2 36 Y 2% ON 100% XTA+
7000212889 49.71 24 Y 6 MO INT ON 80% XTA+
7000212912 42.94 24 Y 6 MO INT ON 80% AXP
7000212913 38.33 0 N NO PENALTY A+XP
7000212914 48.42 24 Y 6 MO INT ON 80% A+XP
7000212988 47.51 24 Y 6 MO INT ON 80% A+XP
7000213018 42.93 0 N NO PENALTY XTA+
7000213029 48.77 12 Y 6 MO INT ON 80% A+XP
7000213113 42.94 24 Y 6 MO INT ON 80% XTA
7000213203 50.09 24 Y 6 MO INT ON 80% AXP
7000213226 41.5 24 Y 6 MO INT ON 80% A+XP
7000213265 48.86 12 Y 6 MO INT ON 80% XTA+
7000213266 53.39 24 Y 6 MO INT ON 80% A+XP
7000213298 46.21 24 Y 6 MO INT ON 80% A+XP
7000213349 49.53 24 Y 6 MO INT ON 80% A+XP
7000213376 46.21 24 Y 6 MO INT ON 80% XTA+
7000213390 43.25 24 Y 6 MO INT ON 80% AXP
7000213395 52.82 36 Y 6 MO INT ON 80% A+XP
7000213447 53.69 0 N NO PENALTY A+XP
7000213482 33.81 24 Y 6 MO INT ON 80% A+XP
7000213487 49.99 24 Y 6 MO INT ON 80% A+XP
7000213491 49.53 0 N NO PENALTY XTA+
7000213497 37.44 0 N NO PENALTY A-XP
7000213513 44.09 0 N NO PENALTY A+XP
7000213563 48.58 24 Y 2 MO INT ON 66% A+XP
7000213586 44.09 0 N NO PENALTY XTA+
7000213624 49.99 24 Y 6 MO INT ON 80% XTA+
7000213630 41.78 36 Y 6 MO INT ON 80% XTA+
7000213632 34.59 0 N NO PENALTY A+XP
7000213640 50.02 0 N NO PENALTY A+XP
7000213646 33.81 24 Y 6 MO INT ON 80% XTA+
7000213689 48.11 24 Y 1% ON 100% A+XP
7000213749 52.18 0 N NO PENALTY AXP
7000213764 48.58 24 Y 2 MO INT ON 66% XTA+
7000213773 54.91 36 Y 6 MO INT ON 80% AXP
7000213790 47.81 36 Y 6 MO INT ON 80% A+XP
7000213807 52.6 24 Y 6 MO INT ON 80% BXP
7000213813 37.23 0 N NO PENALTY A+XP
7000213829 49.94 0 N NO PENALTY A+XP
7000213866 44.51 24 Y 6 MO INT ON 80% A+XP
7000213882 49.24 24 Y 6 MO INT ON 80% A+XP
7000213900 36.67 24 Y 6 MO INT ON 80% A+XP
7000213905 49.24 24 Y 6 MO INT ON 80% XTA+
7000213930 49.93 36 Y 6 MO INT ON 80% A+XP
7000213940 47.42 24 Y 6 MO INT ON 80% XTA+
7000213966 36.67 24 Y 6 MO INT ON 80% XTA+
7000213978 9.68 24 Y 6 MO INT ON 80% AXP
7000213987 49.33 12 Y 6 MO INT ON 80% A+XP
7000214022 42.12 24 Y 6 MO INT ON 80% BXP
7000214024 50.17 24 Y 6 MO INT ON 80% BXP
7000214039 49.33 12 Y 6 MO INT ON 80% XTA+
7000214046 49.93 0 N NO PENALTY XTA+
7000214048 42.02 12 Y 6 MO INT ON 80% XTA+
7000214064 34.59 0 N NO PENALTY XTA+
7000214128 39.11 24 Y 6 MO INT ON 80% AXP
7000214224 46.95 24 Y 6 MO INT ON 80% A+XP
7000214229 39.1 36 Y 6 MO INT ON 80% A+XP
7000214241 46.95 24 Y 6 MO INT ON 80% XTA+
7000214247 45.91 12 Y 6 MO INT ON 80% XTA+
7000214283 45.17 24 Y 6 MO INT ON 80% A+XP
7000214317 50.09 36 Y 6 MO INT ON 80% A+XP
7000214325 37.46 24 Y 6 MO INT ON 80% A+XP
7000214344 45.17 24 Y 6 MO INT ON 80% A+XP
7000214350 49.16 24 Y 6 MO INT ON 80% A+XP
7000214357 39.8 24 Y 6 MO INT ON 80% A+XP
7000214360 47.08 12 Y 6 MO INT ON 80% A+XP
7000214362 3.13 24 Y 6 MO INT ON 80% XTA+
7000214365 39.1 36 Y 6 MO INT ON 80% XTA+
7000214374 48.42 24 Y 2% ON 100% A+XP
7000214376 45.15 24 Y 6 MO INT ON 80% A+XP
7000214407 48.42 0 N NO PENALTY XTA+
7000214430 50.09 36 Y 6 MO INT ON 80% XTA+
7000214471 39.8 24 Y 6 MO INT ON 80% XTA+
7000214484 32.54 12 Y 6 MO INT ON 80% A+XP
7000214496 35.45 36 Y 6 MO INT ON 80% A+XP
7000214506 35.45 36 Y 6 MO INT ON 80% XTA+
7000214543 46.54 0 N NO PENALTY A+XP
7000214547 35.03 24 Y 6 MO INT ON 80% A+XP
7000214561 48.69 0 N NO PENALTY A+XP
7000214565 45.83 24 Y 6 MO INT ON 80% A+XP
7000214570 49.16 24 Y 6 MO INT ON 80% XTA+
7000214599 50.27 0 N NO PENALTY A+XP
7000214649 49.93 0 N NO PENALTY A+XP
7000214657 49.98 0 N NO PENALTY XTA+
7000214661 26.7 24 Y 6 MO INT ON 80% A+XP
7000214667 48.69 24 Y 6 MO INT ON 80% A+XP
7000214704 48.69 24 Y 6 MO INT ON 80% XTA+
7000214718 49.93 0 N NO PENALTY XTA+
7000214768 48.68 24 Y 6 MO INT ON 80% A+XP
7000214799 49.97 36 Y 6 MO INT ON 80% A+XP
7000214818 26.7 0 N NO PENALTY XTA+
7000214819 45.83 24 Y 6 MO INT ON 80% XTA+
7000214828 44.3 0 N NO PENALTY A+XP
7000214881 46.49 24 Y 6 MO INT ON 80% A+XP
7000214887 36.1 36 Y 3-2-1% ON 100% A+XP
7000214905 48.68 24 Y 6 MO INT ON 80% XTA+
7000214925 46.49 24 Y 6 MO INT ON 80% XTA+
7000214984 49.97 0 N NO PENALTY XTA+
7000215139 44.3 0 N NO PENALTY XTA+
8000085902 40.5 0 N NO PENALTY A+XP
8000090755 49.94 24 Y 6 MO INT ON 80% A+XP
8000092787 46.69 24 Y 6 MO INT ON 80% A+XP
8000092868 46.77 24 Y 6 MO INT ON 80% XTA+
8000093247 15.42 36 Y 6 MO INT ON 80% A+XP
8000094770 54.89 12 Y 6 MO INT ON 80% A+XP
8000095417 6.06 12 Y 6 MO INT ON 80% A+XP
8000095671 54.95 24 Y 6 MO INT ON 80% C-XP
8000095902 19.87 24 Y 6 MO INT ON 80% C-XP
8000096181 52.47 24 Y 6 MO INT ON 80% A+XP
8000096882 47.24 24 Y 2% ON 100% BXP
8000097091 54.96 0 N NO PENALTY A+XP
8000097227 37.75 0 N NO PENALTY A+XP
8000097254 49.69 0 N NO PENALTY A+XP
8000097309 49.69 12 Y 6 MO INT ON 80% XTA+
8000097323 37.75 0 N NO PENALTY XTA+
8000097391 47.94 0 N NO PENALTY A+XP
8000097656 46.51 0 N NO PENALTY A+XP
8000097688 22.78 24 Y 6 MO INT ON 80% A+XP
8000097750 38.91 24 Y 6 MO INT ON 80% A+XP
8000097762 46.53 0 N NO PENALTY A+XP
8000097791 50.92 0 N NO PENALTY A+XP
8000097851 54.92 24 Y 6 MO INT ON 80% A+XP
8000097944 38.91 36 Y 6 MO INT ON 80% XTA+
8000097948 26.75 0 N NO PENALTY A+XP
8000097960 49.62 0 N NO PENALTY A+XP
8000098149 37.85 0 N NO PENALTY AXP
8000098197 49.62 12 Y 6 MO INT ON 80% XTA+
8000098225 49.75 0 N NO PENALTY A+XP
8000098233 43.65 24 Y 6 MO INT ON 80% A+XP
8000098259 41.4 0 N NO PENALTY A+XP
8000098288 34.39 24 Y 6 MO INT ON 80% BXP
8000098292 34.35 0 N NO PENALTY A+XP
8000098295 41.81 0 N NO PENALTY A+XP
8000098317 34.35 0 N NO PENALTY XTA+
8000098335 49.37 36 Y 6 MO INT ON 80% CXP
8000098351 49.75 0 N NO PENALTY XTA+
8000098358 24.37 36 Y 6 MO INT ON 80% A+XP
8000098401 51.64 0 N NO PENALTY A+XP
8000098612 17.32 0 N NO PENALTY CXP
8000098632 45.36 0 N NO PENALTY A+XP
8000098644 47.46 0 N NO PENALTY A+XP
8000098678 47.46 12 Y 6 MO INT ON 80% XTA+
8000098704 45.36 12 Y 6 MO INT ON 80% XTA+
8000098710 54.96 0 N NO PENALTY A+XP
8000098744 17.46 0 N NO PENALTY A+XP
8000098755 45.93 12 Y 6 MO INT ON 80% A+XP
8000098786 42.11 0 N NO PENALTY A+XP
8000098801 42.11 0 N NO PENALTY XTA+
8000098805 45.93 12 Y 6 MO INT ON 80% XTA+
8000098990 45.9 24 Y 6 MO INT ON 80% A+XP
8000098993 46.88 0 N NO PENALTY A+XP
8000099037 47.38 36 Y 6 MO INT ON 80% A+XP
8000099045 48.99 36 Y 6 MO INT ON 80% XTA+
8000099215 50 24 Y 6 MO INT ON 80% A+XP
8000099244 50 36 Y 6 MO INT ON 80% XTA+
8000099258 11.22 0 N NO PENALTY A+XP
8000099260 35.06 12 Y 6 MO INT ON 80% A+XP
8000099292 42.9 0 N NO PENALTY A+XP
8000099507 52.6 0 N NO PENALTY A-XP
8000099582 54.91 24 Y 1% ON 100% A+XP
8000099741 40.4 0 N NO PENALTY A+XP
8000099762 50.38 0 N NO PENALTY A+XP
8000099772 43.72 12 Y 6 MO INT ON 80% A+XP
8000099773 40.32 12 Y 6 MO INT ON 80% XTA+
8000099783 43.51 12 Y 2% ON 100% A+XP
8000099800 43.72 12 Y 6 MO INT ON 80% XTA+
8000099824 45.7 24 Y 6 MO INT ON 80% BXP
8000099835 50.44 24 Y 6 MO INT ON 80% A+XP
8000099878 49.57 0 N NO PENALTY A+XP
8000099886 36.58 0 N NO PENALTY A+XP
8000099896 48.67 12 Y 6 MO INT ON 80% A+XP
8000099931 43.51 12 Y 2% ON 100% XTA+
8000099971 48.75 0 N NO PENALTY A+XP
8000099979 48.99 0 N NO PENALTY A+XP
8000099998 54.85 0 N NO PENALTY A-XP
8000100091 42.07 12 Y 2% ON 100% A+XP
8000100112 44.45 12 Y 6 MO INT ON 80% A+XP
8000100115 48.99 0 N NO PENALTY XTA+
8000100118 44.45 12 Y 6 MO INT ON 80% XTA+
8000100171 9.87 0 N NO PENALTY AXP
8000100198 49.58 0 N NO PENALTY XTA+
8000100204 40.09 0 N NO PENALTY A-XP
8000100206 49.78 12 Y 6 MO INT ON 80% A+XP
8000100210 29.54 12 Y 6 MO INT ON 80% A+XP
8000100239 47.46 0 N NO PENALTY A+XP
8000100275 39.82 0 N NO PENALTY A+XP
8000100297 49.78 12 Y 6 MO INT ON 80% XTA+
8000100317 49.98 0 N NO PENALTY AXP
8000100344 34.32 0 N NO PENALTY A+XP
8000100349 48.67 12 Y 6 MO INT ON 80% XTA+
8000100375 47.86 0 N NO PENALTY A+XP
8000100433 34.32 0 N NO PENALTY XTA+
8000100452 46.38 24 Y 6 MO INT ON 80% A-XP
8000100457 49.35 24 Y 6 MO INT ON 80% A+XP
8000100507 47.86 0 N NO PENALTY XTA+
8000100533 25.58 36 Y 6 MO INT ON 80% A+XP
8000100563 49.2 0 N NO PENALTY XTA+
8000100583 51.2 0 N NO PENALTY A+XP
8000100586 38.17 0 N NO PENALTY A+XP
8000100597 41.2 24 Y 6 MO INT ON 80% A+XP
8000100637 49.11 0 N NO PENALTY AXP
8000100665 41.2 36 Y 6 MO INT ON 80% XTA+
8000100683 42.41 36 Y 6 MO INT ON 80% A+XP
8000100689 25.58 36 Y 6 MO INT ON 80% XTA+
8000100729 47.46 0 N NO PENALTY XTA+
8000100743 41.86 24 Y 6 MO INT ON 80% A+XP
8000100772 38.2 0 N NO PENALTY XTA+
8000100868 47.27 24 Y 6 MO INT ON 80% AXP
8000100976 41.86 0 N NO PENALTY XTA+
8000100999 43.42 12 Y 6 MO INT ON 80% XTA+
8000101054 47.42 0 N NO PENALTY A-XP
8000101124 42.5 0 N NO PENALTY A-XP
8000101134 38.22 24 Y 6 MO INT ON 80% A+XP
8000101206 35.36 0 N NO PENALTY A+XP
8000101241 47.7 36 Y 6 MO INT ON 80% XTA+
8000101257 43.28 0 N NO PENALTY A+XP
8000101276 43.28 36 Y 2% ON 100% XTA+
8000101399 35.36 0 N NO PENALTY XTA+
8000101406 16.56 24 Y 6 MO INT ON 80% A+XP
LOAN NUMBER NOTE DATE FICO SCORE PMI INSURER PMI COVERAGE LIEN POSITION LPMI FEE
- ----------- --------- ---------- ----------- ------------ ------------- --------
1000309078 02/17/06 711 No MI 0 1 0
1000314552 04/06/06 728 No MI 0 1 0
1000316803 04/12/06 730 No MI 0 1 0
1000317096 04/25/06 728 No MI 0 1 0
1000318104 05/09/06 576 No MI 0 1 0
1000318322 05/01/06 612 No MI 0 2 0
1000318624 04/24/06 588 No MI 0 1 0
1000319217 04/24/06 738 No MI 0 1 0
1000319764 05/02/06 551 No MI 0 1 0
1000320600 05/15/06 511 No MI 0 1 0
1000320923 05/24/06 600 No MI 0 1 0
1000320949 05/10/06 545 No MI 0 1 0
1000321045 05/18/06 581 No MI 0 2 0
1000321167 05/24/06 600 No MI 0 2 0
1000321220 05/11/06 524 No MI 0 1 0
1000321248 05/31/06 653 No MI 0 1 0
1000321474 07/19/06 512 No MI 0 1 0
1000321640 06/14/06 574 No MI 0 1 0
1000321668 06/08/06 586 No MI 0 1 0
1000321727 05/25/06 569 No MI 0 1 0
1000321731 05/19/06 560 No MI 0 1 0
1000321874 05/26/06 601 No MI 0 1 0
1000321939 05/19/06 573 No MI 0 1 0
1000322191 05/23/06 557 No MI 0 1 0
1000322357 05/23/06 699 No MI 0 1 0
1000322430 06/12/06 542 No MI 0 1 0
1000322604 06/09/06 605 No MI 0 1 0
1000322620 06/06/06 562 No MI 0 1 0
1000322730 05/30/06 551 No MI 0 1 0
1000322739 06/09/06 534 No MI 0 1 0
1000323092 06/12/06 524 No MI 0 1 0
1000323255 06/02/06 576 No MI 0 1 0
1000323464 06/16/06 523 No MI 0 1 0
1000323627 06/07/06 732 No MI 0 1 0
1000323637 06/08/06 552 No MI 0 1 0
1000323648 06/07/06 608 No MI 0 1 0
1000323852 06/21/06 503 No MI 0 1 0
1000323893 06/13/06 570 No MI 0 1 0
1000323944 06/01/06 550 No MI 0 1 0
1000323982 06/08/06 565 No MI 0 1 0
1000324040 07/07/06 626 No MI 0 1 0
1000324055 06/09/06 573 No MI 0 1 0
1000324065 07/05/06 562 No MI 0 1 0
1000324078 06/22/06 533 No MI 0 1 0
1000324173 06/06/06 635 No MI 0 1 0
1000324291 06/23/06 619 No MI 0 1 0
1000324332 06/23/06 606 No MI 0 1 0
1000324392 07/26/06 555 No MI 0 1 0
1000324560 07/25/06 683 No MI 0 1 0
3000062243 03/27/06 592 No MI 0 1 0
3000063938 03/27/06 599 No MI 0 1 0
3000064392 03/27/06 599 No MI 0 2 0
3000090258 04/20/06 667 No MI 0 1 0
3000096334 05/02/06 643 No MI 0 1 0
3000098201 04/24/06 578 No MI 0 1 0
3000103082 05/09/06 648 No MI 0 1 0
3000104891 05/10/06 505 No MI 0 1 0
3000105734 06/01/06 528 No MI 0 1 0
3000105869 05/16/06 696 No MI 0 1 0
3000106074 06/19/06 566 No MI 0 1 0
3000111413 05/17/06 636 No MI 0 1 0
3000112960 06/13/06 709 No MI 0 1 0
3000113790 05/17/06 645 No MI 0 1 0
3000119514 06/01/06 663 No MI 0 1 0
3000120458 05/19/06 597 No MI 0 1 0
3000120481 05/24/06 599 No MI 0 1 0
3000120517 05/24/06 599 No MI 0 2 0
3000123188 05/17/06 636 No MI 0 2 0
3000124646 05/25/06 608 No MI 0 1 0
3000128070 06/30/06 551 No MI 0 1 0
3000128786 05/25/06 644 No MI 0 1 0
3000129048 06/02/06 572 No MI 0 1 0
3000129220 05/25/06 581 No MI 0 1 0
3000130542 06/06/06 574 No MI 0 1 0
3000131304 06/06/06 634 No MI 0 1 0
3000131952 06/07/06 560 No MI 0 1 0
3000134513 06/07/06 700 No MI 0 1 0
3000135638 05/25/06 559 No MI 0 1 0
3000135876 06/16/06 518 No MI 0 1 0
3000136194 06/09/06 633 No MI 0 1 0
3000137015 06/12/06 577 No MI 0 1 0
3000138038 06/20/06 717 No MI 0 1 0
3000138799 06/20/06 625 No MI 0 1 0
3000140112 06/22/06 576 No MI 0 1 0
3000142329 06/26/06 527 No MI 0 1 0
3000142637 06/15/06 658 No MI 0 1 0
3000143080 06/09/06 663 No MI 0 1 0
3000143331 06/14/06 642 No MI 0 1 0
3000144207 06/13/06 627 No MI 0 1 0
3000144252 06/19/06 516 No MI 0 1 0
3000144365 06/21/06 588 No MI 0 1 0
3000144753 06/06/06 650 No MI 0 1 0
3000145253 06/05/06 591 No MI 0 1 0
3000146389 06/06/06 650 No MI 0 2 0
3000146744 06/08/06 568 No MI 0 1 0
3000147028 06/13/06 533 No MI 0 1 0
3000147108 06/20/06 786 No MI 0 1 0
3000147277 06/23/06 562 No MI 0 1 0
3000148597 07/12/06 591 No MI 0 1 0
3000148995 06/09/06 725 No MI 0 1 0
3000150057 06/14/06 518 No MI 0 1 0
3000150627 06/21/06 520 No MI 0 1 0
3000151445 06/16/06 701 No MI 0 1 0
3000151935 06/20/06 604 No MI 0 1 0
3000152457 06/16/06 644 No MI 0 1 0
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3000171780 06/21/06 553 No MI 0 1 0
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3000173087 06/26/06 601 No MI 0 1 0
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3000174501 06/16/06 586 No MI 0 1 0
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3000178140 06/28/06 583 No MI 0 1 0
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3000179083 06/27/06 591 No MI 0 1 0
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3000179982 06/23/06 683 No MI 0 1 0
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3000181305 06/26/06 565 No MI 0 1 0
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3000183216 06/26/06 503 No MI 0 1 0
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3000183944 06/29/06 684 No MI 0 1 0
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3000189939 06/22/06 672 No MI 0 1 0
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3000192057 06/30/06 583 No MI 0 1 0
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3000193742 07/07/06 623 No MI 0 1 0
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3000195722 06/28/06 597 No MI 0 1 0
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3000197724 06/28/06 563 No MI 0 1 0
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3000210219 07/13/06 535 No MI 0 1 0
3000210732 08/08/06 504 No MI 0 1 0
3000210801 07/11/06 660 No MI 0 1 0
3000210890 07/12/06 643 No MI 0 1 0
3000210914 07/13/06 562 No MI 0 1 0
3000211005 07/25/06 743 No MI 0 1 0
3000211481 08/04/06 557 No MI 0 1 0
3000211608 07/10/06 595 No MI 0 1 0
3000211619 07/21/06 549 No MI 0 1 0
3000211675 08/15/06 540 No MI 0 1 0
3000211799 07/12/06 668 No MI 0 1 0
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3000212017 07/24/06 503 No MI 0 1 0
3000212197 07/11/06 524 No MI 0 1 0
3000212299 07/14/06 664 No MI 0 1 0
3000212574 07/13/06 512 No MI 0 1 0
3000213029 07/06/06 634 No MI 0 1 0
3000213438 07/07/06 674 No MI 0 1 0
3000213483 07/14/06 647 No MI 0 1 0
3000213655 07/12/06 567 No MI 0 1 0
3000214133 07/19/06 579 No MI 0 1 0
3000214224 07/22/06 515 No MI 0 1 0
3000214861 08/04/06 627 No MI 0 1 0
3000215043 07/13/06 597 No MI 0 1 0
3000215156 07/28/06 648 No MI 0 1 0
3000215281 07/13/06 597 No MI 0 2 0
3000215350 07/28/06 648 No MI 0 2 0
3000216022 07/27/06 607 No MI 0 2 0
3000216180 08/11/06 590 No MI 0 1 0
3000216328 07/13/06 503 No MI 0 1 0
3000216534 07/18/06 534 No MI 0 1 0
3000217568 07/14/06 572 No MI 0 1 0
3000217579 07/17/06 628 No MI 0 1 0
3000218353 08/10/06 670 No MI 0 1 0
3000218707 08/01/06 622 No MI 0 1 0
3000218741 07/17/06 552 No MI 0 1 0
3000218967 07/18/06 528 No MI 0 1 0
3000219207 07/14/06 684 No MI 0 1 0
3000219263 07/14/06 684 No MI 0 2 0
3000219560 07/21/06 631 No MI 0 1 0
3000220119 07/20/06 565 No MI 0 1 0
3000220186 07/13/06 514 No MI 0 1 0
3000220563 07/24/06 571 No MI 0 1 0
3000221063 07/21/06 565 No MI 0 1 0
3000221746 08/01/06 718 No MI 0 1 0
3000221768 08/01/06 718 No MI 0 2 0
3000222064 07/22/06 563 No MI 0 1 0
3000222246 07/13/06 512 No MI 0 1 0
3000222521 08/02/06 524 No MI 0 1 0
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3000223087 07/14/06 562 No MI 0 1 0
3000223247 07/20/06 641 No MI 0 1 0
3000223828 07/20/06 578 No MI 0 1 0
3000224373 08/04/06 611 No MI 0 1 0
3000225363 07/13/06 526 No MI 0 1 0
3000225591 07/21/06 676 No MI 0 1 0
3000225693 07/21/06 676 No MI 0 2 0
3000225795 07/14/06 573 No MI 0 1 0
3000226057 07/11/06 594 No MI 0 1 0
3000226091 08/04/06 581 No MI 0 1 0
3000226466 07/19/06 618 No MI 0 1 0
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3000227070 08/11/06 606 No MI 0 1 0
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3000227719 07/13/06 526 No MI 0 1 0
3000227797 07/13/06 500 No MI 0 1 0
3000227913 08/09/06 648 No MI 0 1 0
3000227991 08/09/06 648 No MI 0 2 0
3000228333 08/04/06 610 No MI 0 1 0
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3000229094 07/17/06 580 No MI 0 1 0
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3000229766 07/14/06 569 No MI 0 1 0
3000230202 07/14/06 610 No MI 0 1 0
3000230291 07/24/06 598 No MI 0 1 0
3000230484 07/21/06 604 No MI 0 1 0
3000230510 07/19/06 623 No MI 0 1 0
3000230634 07/21/06 511 No MI 0 1 0
3000230678 07/19/06 552 No MI 0 1 0
3000230747 07/18/06 503 No MI 0 1 0
3000230769 07/20/06 678 No MI 0 1 0
3000230894 07/17/06 515 No MI 0 1 0
3000231361 07/14/06 600 No MI 0 1 0
3000231782 07/28/06 606 No MI 0 1 0
3000232000 07/21/06 594 No MI 0 1 0
3000232168 07/28/06 606 No MI 0 2 0
3000232384 08/08/06 643 No MI 0 1 0
3000232523 07/24/06 505 No MI 0 1 0
3000232783 07/17/06 560 No MI 0 1 0
3000233454 07/19/06 558 No MI 0 1 0
3000233546 07/17/06 670 No MI 0 1 0
3000233819 07/25/06 541 No MI 0 1 0
3000233900 07/14/06 625 No MI 0 1 0
3000234068 07/19/06 512 No MI 0 1 0
3000234386 08/11/06 637 No MI 0 1 0
3000234627 07/21/06 650 No MI 0 1 0
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3000234978 08/02/06 662 No MI 0 1 0
3000235161 07/18/06 699 No MI 0 1 0
3000235183 08/03/06 525 No MI 0 1 0
3000235310 07/14/06 525 No MI 0 1 0
3000235354 07/17/06 555 No MI 0 1 0
3000235593 07/14/06 583 No MI 0 1 0
3000235719 08/09/06 521 No MI 0 1 0
3000235753 08/04/06 606 No MI 0 1 0
3000236219 08/08/06 514 No MI 0 1 0
3000237005 07/18/06 584 No MI 0 1 0
3000237094 08/08/06 602 No MI 0 1 0
3000237301 07/17/06 571 No MI 0 1 0
3000237562 07/25/06 661 No MI 0 1 0
3000237700 07/25/06 661 No MI 0 2 0
3000237960 08/02/06 562 No MI 0 1 0
3000238120 08/08/06 569 No MI 0 1 0
3000238200 07/18/06 544 No MI 0 1 0
3000238460 07/20/06 533 No MI 0 1 0
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3000239063 08/01/06 570 No MI 0 1 0
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3000239519 08/04/06 662 No MI 0 1 0
3000239586 07/20/06 543 No MI 0 1 0
3000239962 07/31/06 593 No MI 0 1 0
3000240044 07/26/06 607 No MI 0 1 0
3000240055 08/04/06 621 No MI 0 1 0
3000240088 07/19/06 570 No MI 0 1 0
3000240102 07/21/06 605 No MI 0 1 0
3000240259 07/27/06 587 No MI 0 1 0
3000240395 07/24/06 680 No MI 0 1 0
3000240408 07/20/06 663 No MI 0 1 0
3000240705 08/04/06 514 No MI 0 1 0
3000240921 07/26/06 552 No MI 0 1 0
3000241089 07/27/06 593 No MI 0 1 0
3000241318 08/02/06 602 No MI 0 1 0
3000241352 07/26/06 594 No MI 0 1 0
3000241615 07/24/06 588 No MI 0 1 0
3000241660 07/26/06 583 No MI 0 1 0
3000241886 07/21/06 557 No MI 0 1 0
3000242319 08/10/06 649 No MI 0 1 0
3000242433 08/10/06 649 No MI 0 2 0
3000242536 07/25/06 543 No MI 0 1 0
3000242821 07/28/06 550 No MI 0 1 0
3000243014 08/08/06 530 No MI 0 1 0
3000243070 07/21/06 543 No MI 0 1 0
3000243651 08/08/06 623 No MI 0 1 0
3000243866 07/25/06 593 No MI 0 1 0
3000243877 07/20/06 519 No MI 0 1 0
3000244026 07/28/06 582 No MI 0 1 0
3000244071 07/31/06 674 No MI 0 1 0
3000244275 07/18/06 532 No MI 0 1 0
3000244344 07/24/06 562 No MI 0 1 0
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3000244505 07/21/06 563 No MI 0 1 0
3000244732 07/24/06 611 No MI 0 1 0
3000244889 08/03/06 747 No MI 0 1 0
3000245129 08/02/06 539 No MI 0 1 0
3000245243 08/03/06 747 No MI 0 2 0
3000245254 08/08/06 525 No MI 0 1 0
3000245276 08/03/06 515 No MI 0 1 0
3000246062 07/28/06 580 No MI 0 1 0
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3000246836 08/02/06 623 No MI 0 1 0
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3000246994 07/24/06 607 No MI 0 1 0
3000247176 07/19/06 525 No MI 0 1 0
3000247187 08/04/06 540 No MI 0 1 0
3000247677 07/27/06 740 No MI 0 1 0
3000247713 07/18/06 670 No MI 0 1 0
3000247973 07/31/06 687 No MI 0 1 0
3000248304 07/25/06 677 No MI 0 1 0
3000248337 07/21/06 681 No MI 0 1 0
3000248521 07/21/06 681 No MI 0 2 0
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3000249430 07/28/06 615 No MI 0 1 0
3000249737 07/28/06 651 No MI 0 1 0
3000249760 07/19/06 588 No MI 0 1 0
3000250036 08/01/06 542 No MI 0 1 0
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3000250800 07/27/06 733 No MI 0 1 0
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3000251253 07/31/06 602 No MI 0 2 0
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3000253723 08/03/06 634 No MI 0 1 0
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3000253847 07/20/06 575 No MI 0 1 0
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3000260210 08/09/06 555 No MI 0 1 0
3000260367 07/31/06 634 No MI 0 1 0
3000260378 07/28/06 553 No MI 0 1 0
3000260447 08/09/06 558 No MI 0 1 0
3000260584 07/28/06 615 No MI 0 1 0
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3000260744 07/31/06 683 No MI 0 1 0
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3000260788 08/10/06 603 No MI 0 1 0
3000260824 07/26/06 707 No MI 0 2 0
3000260846 08/03/06 562 No MI 0 1 0
3000260857 07/31/06 586 No MI 0 1 0
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3000264156 07/28/06 530 No MI 0 1 0
3000264258 08/01/06 601 No MI 0 1 0
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3000271348 08/09/06 609 No MI 0 1 0
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3000271440 07/26/06 669 No MI 0 1 0
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3000271690 08/04/06 620 No MI 0 2 0
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3000273614 08/03/06 615 No MI 0 1 0
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3000279916 08/09/06 601 No MI 0 1 0
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3000280511 08/01/06 614 No MI 0 1 0
3000280602 08/02/06 605 No MI 0 1 0
3000280748 08/08/06 613 No MI 0 1 0
3000280919 08/04/06 505 No MI 0 1 0
3000280975 08/01/06 666 No MI 0 1 0
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3000287518 08/11/06 689 No MI 0 1 0
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3000287621 08/10/06 639 No MI 0 1 0
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3000288531 08/04/06 577 No MI 0 1 0
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3000288848 08/11/06 644 No MI 0 2 0
3000288859 08/08/06 642 No MI 0 2 0
3000288917 08/03/06 667 No MI 0 1 0
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3000289816 08/03/06 532 No MI 0 1 0
3000289996 08/07/06 618 No MI 0 1 0
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3000290502 08/04/06 550 No MI 0 1 0
3000290660 08/09/06 631 No MI 0 1 0
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3000291672 08/03/06 600 No MI 0 1 0
3000291752 08/01/06 555 No MI 0 1 0
3000291810 08/07/06 596 No MI 0 1 0
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3000292274 08/10/06 767 No MI 0 1 0
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3000292684 08/07/06 632 No MI 0 1 0
3000292877 08/11/06 566 No MI 0 1 0
3000292968 08/10/06 703 No MI 0 1 0
3000293004 08/08/06 668 No MI 0 1 0
3000293059 08/09/06 539 No MI 0 1 0
3000293071 08/08/06 668 No MI 0 2 0
3000293117 08/11/06 646 No MI 0 1 0
3000293344 08/10/06 654 No MI 0 1 0
3000293435 08/10/06 654 No MI 0 2 0
3000293446 08/02/06 653 No MI 0 1 0
3000293457 08/15/06 778 No MI 0 1 0
3000293505 08/02/06 653 No MI 0 2 0
3000293845 08/03/06 565 No MI 0 1 0
3000293981 08/11/06 613 No MI 0 1 0
3000294163 08/10/06 628 No MI 0 1 0
3000294221 08/10/06 594 No MI 0 1 0
3000294334 08/08/06 582 No MI 0 1 0
3000294356 08/08/06 617 No MI 0 1 0
3000294436 08/08/06 617 No MI 0 2 0
3000294447 08/09/06 646 No MI 0 1 0
3000294481 08/11/06 592 No MI 0 1 0
3000294642 08/07/06 741 No MI 0 1 0
3000294846 08/04/06 564 No MI 0 1 0
3000295028 08/15/06 606 No MI 0 1 0
3000295073 08/03/06 636 No MI 0 1 0
3000295200 08/03/06 636 No MI 0 2 0
3000295302 08/09/06 613 No MI 0 1 0
3000295518 08/09/06 613 No MI 0 2 0
3000295687 08/03/06 525 No MI 0 1 0
3000295698 08/15/06 606 No MI 0 2 0
3000295961 08/02/06 641 No MI 0 1 0
3000296358 08/11/06 652 No MI 0 1 0
3000296472 08/11/06 652 No MI 0 2 0
3000296702 08/07/06 579 No MI 0 1 0
3000296746 08/10/06 577 No MI 0 1 0
3000296940 08/11/06 620 No MI 0 1 0
3000297382 08/09/06 613 No MI 0 1 0
3000297462 08/04/06 554 No MI 0 1 0
3000297509 08/04/06 737 No MI 0 1 0
3000297532 08/04/06 665 No MI 0 1 0
3000298134 08/08/06 505 No MI 0 1 0
3000298178 08/10/06 516 No MI 0 1 0
3000298383 08/08/06 621 No MI 0 1 0
3000298500 08/09/06 614 No MI 0 2 0
3000298577 08/04/06 620 No MI 0 1 0
3000298646 08/07/06 570 No MI 0 1 0
3000298691 08/04/06 620 No MI 0 2 0
3000298726 08/09/06 594 No MI 0 1 0
3000299033 08/09/06 614 No MI 0 1 0
3000299783 08/07/06 748 No MI 0 1 0
3000300401 08/07/06 651 No MI 0 1 0
3000300639 08/11/06 664 No MI 0 1 0
3000300731 08/10/06 719 No MI 0 1 0
3000301527 08/03/06 593 No MI 0 1 0
3000301674 08/08/06 681 No MI 0 1 0
3000301812 08/08/06 681 No MI 0 2 0
3000301925 08/08/06 604 No MI 0 1 0
3000302141 08/07/06 528 No MI 0 1 0
3000302788 08/08/06 682 No MI 0 1 0
3000302835 08/10/06 652 No MI 0 1 0
3000303006 08/10/06 562 No MI 0 1 0
3000303175 08/11/06 644 No MI 0 1 0
3000303222 08/11/06 568 No MI 0 1 0
3000303244 08/08/06 620 No MI 0 1 0
3000303277 08/11/06 644 No MI 0 2 0
3000303391 08/08/06 620 No MI 0 2 0
3000303415 08/04/06 602 No MI 0 1 0
3000303426 08/04/06 534 No MI 0 1 0
3000303437 08/09/06 654 No MI 0 1 0
3000303459 08/08/06 587 No MI 0 1 0
3000303596 08/11/06 623 No MI 0 1 0
3000303858 08/09/06 613 No MI 0 1 0
3000305213 08/09/06 643 No MI 0 1 0
3000305291 08/14/06 615 No MI 0 1 0
3000305439 08/14/06 615 No MI 0 2 0
3000305587 08/10/06 615 No MI 0 1 0
3000305918 08/10/06 649 No MI 0 1 0
3000306032 08/10/06 649 No MI 0 2 0
3000306123 08/11/06 578 No MI 0 1 0
3000307932 08/10/06 618 No MI 0 1 0
3000308067 08/04/06 699 No MI 0 1 0
3000308432 08/10/06 644 No MI 0 1 0
3000308659 08/09/06 600 No MI 0 2 0
3000308751 08/11/06 556 No MI 0 1 0
3000309945 08/10/06 707 No MI 0 1 0
3000309990 08/11/06 645 No MI 0 1 0
3000310506 08/11/06 635 No MI 0 1 0
3000312223 08/10/06 561 No MI 0 1 0
3000312746 08/10/06 611 No MI 0 1 0
3000312815 08/10/06 509 No MI 0 1 0
3000312928 08/15/06 645 No MI 0 1 0
3000313678 08/11/06 663 No MI 0 1 0
3000314316 08/09/06 585 No MI 0 1 0
3000315497 08/07/06 664 No MI 0 1 0
3000315750 08/11/06 592 No MI 0 1 0
3000318081 08/09/06 587 No MI 0 1 0
3000319399 08/09/06 531 No MI 0 1 0
3000321656 08/11/06 732 No MI 0 1 0
3000324056 08/11/06 612 No MI 0 1 0
3000327413 08/11/06 506 No MI 0 1 0
3000328937 08/18/06 705 No MI 0 1 0
3000329073 08/16/06 734 No MI 0 1 0
3000329983 08/14/06 549 No MI 0 1 0
3000343970 08/15/06 645 No MI 0 2 0
3100203287 07/26/06 541 No MI 0 1 0
3100210220 07/26/06 536 No MI 0 1 0
3100241740 08/02/06 633 No MI 0 1 0
3100245700 07/20/06 660 No MI 0 1 0
3100253892 07/21/06 585 No MI 0 1 0
3100261119 07/26/06 505 No MI 0 1 0
3100269355 08/04/06 761 No MI 0 1 0
3100270234 07/25/06 518 No MI 0 1 0
3100272485 08/11/06 650 No MI 0 1 0
5000003589 06/02/06 630 No MI 0 1 0
5000195141 01/13/06 637 No MI 0 1 0
5000203668 03/01/06 582 No MI 0 1 0
5000207777 04/05/06 741 No MI 0 1 0
5000209580 05/02/06 612 No MI 0 1 0
5000209796 05/02/06 612 No MI 0 2 0
5000209992 04/17/06 771 No MI 0 1 0
5000210603 04/19/06 672 No MI 0 1 0
5000210975 04/19/06 672 No MI 0 2 0
5000211483 05/05/06 631 No MI 0 1 0
5000213808 05/15/06 572 No MI 0 1 0
5000214084 05/19/06 559 No MI 0 1 0
5000214128 05/15/06 554 No MI 0 1 0
5000214296 05/26/06 705 No MI 0 1 0
5000214566 05/15/06 524 No MI 0 1 0
5000214757 06/16/06 607 No MI 0 1 0
5000214815 05/12/06 556 No MI 0 1 0
5000215052 06/23/06 642 No MI 0 1 0
5000215552 06/28/06 519 No MI 0 1 0
5000215810 05/26/06 501 No MI 0 1 0
5000215987 05/31/06 630 No MI 0 1 0
5000216472 06/15/06 536 No MI 0 1 0
5000216804 05/19/06 595 No MI 0 1 0
5000216992 05/25/06 610 No MI 0 1 0
5000217126 05/31/06 600 No MI 0 1 0
5000217313 05/24/06 567 No MI 0 1 0
5000217394 06/09/06 504 No MI 0 1 0
5000217573 05/17/06 611 No MI 0 1 0
5000217647 05/30/06 627 No MI 0 2 0
5000217653 05/25/06 600 No MI 0 1 0
5000217748 05/26/06 610 No MI 0 1 0
5000217866 05/30/06 595 No MI 0 1 0
5000217888 05/26/06 609 No MI 0 1 0
5000218284 07/06/06 573 No MI 0 1 0
5000218364 05/30/06 643 No MI 0 1 0
5000218465 06/30/06 597 No MI 0 1 0
5000218587 06/16/06 635 No MI 0 1 0
5000218804 05/23/06 616 No MI 0 1 0
5000218816 06/12/06 611 No MI 0 1 0
5000218877 06/29/06 638 No MI 0 1 0
5000218905 06/29/06 638 No MI 0 2 0
5000218982 07/14/06 659 No MI 0 1 0
5000219266 05/30/06 584 No MI 0 1 0
5000219270 05/25/06 600 No MI 0 1 0
5000219319 06/01/06 654 No MI 0 1 0
5000219560 06/01/06 638 No MI 0 1 0
5000219661 05/24/06 792 No MI 0 1 0
5000219880 05/31/06 662 No MI 0 1 0
5000219995 07/07/06 601 No MI 0 1 0
5000220080 07/20/06 663 No MI 0 1 0
5000220119 06/09/06 650 No MI 0 1 0
5000220220 05/25/06 626 No MI 0 1 0
5000220418 06/12/06 646 No MI 0 1 0
5000220539 06/28/06 569 No MI 0 1 0
5000220574 06/06/06 609 No MI 0 1 0
5000220578 06/01/06 558 No MI 0 1 0
5000220681 06/22/06 524 No MI 0 1 0
5000220720 06/15/06 638 No MI 0 1 0
5000220752 06/13/06 613 No MI 0 1 0
5000220779 06/08/06 650 No MI 0 1 0
5000220835 06/29/06 648 No MI 0 1 0
5000220938 06/08/06 597 No MI 0 1 0
5000221076 06/21/06 584 No MI 0 1 0
5000221160 06/20/06 537 No MI 0 1 0
5000221200 06/28/06 554 No MI 0 1 0
5000221309 06/23/06 594 No MI 0 1 0
5000221423 06/13/06 628 No MI 0 1 0
5000221463 07/11/06 629 No MI 0 1 0
5000221515 06/23/06 594 No MI 0 2 0
5000221544 06/19/06 634 No MI 0 1 0
5000221569 06/08/06 567 No MI 0 1 0
5000221784 07/18/06 536 No MI 0 1 0
5000221807 06/29/06 581 No MI 0 1 0
5000221833 06/29/06 581 No MI 0 2 0
5000221859 07/26/06 603 No MI 0 1 0
5000221884 06/16/06 676 No MI 0 1 0
5000221893 06/26/06 648 No MI 0 1 0
5000221919 06/30/06 547 No MI 0 1 0
5000221944 07/10/06 699 No MI 0 1 0
5000221980 07/10/06 699 No MI 0 2 0
5000221995 06/20/06 665 No MI 0 1 0
5000222025 06/09/06 743 No MI 0 1 0
5000222059 07/05/06 641 No MI 0 1 0
5000222075 06/14/06 614 No MI 0 1 0
5000222083 07/07/06 603 No MI 0 1 0
5000222095 06/23/06 575 No MI 0 1 0
5000222144 06/10/06 564 No MI 0 1 0
5000222294 06/08/06 596 No MI 0 1 0
5000222343 07/05/06 641 No MI 0 2 0
5000222369 06/23/06 657 No MI 0 1 0
5000222400 06/15/06 626 No MI 0 1 0
5000222449 07/05/06 541 No MI 0 1 0
5000222616 06/14/06 617 No MI 0 1 0
5000222695 06/26/06 571 No MI 0 1 0
5000222763 07/28/06 521 No MI 0 1 0
5000222818 07/25/06 650 No MI 0 1 0
5000222844 06/13/06 780 No MI 0 1 0
5000222856 06/19/06 615 No MI 0 1 0
5000222874 06/28/06 642 No MI 0 1 0
5000222882 06/28/06 642 No MI 0 2 0
5000222886 06/22/06 564 No MI 0 1 0
5000222927 07/06/06 651 No MI 0 1 0
5000222936 07/25/06 650 No MI 0 2 0
5000222952 06/30/06 611 No MI 0 1 0
5000222974 06/22/06 573 No MI 0 1 0
5000223033 06/23/06 633 No MI 0 1 0
5000223038 06/21/06 577 No MI 0 1 0
5000223079 06/30/06 653 No MI 0 1 0
5000223090 07/26/06 633 No MI 0 1 0
5000223113 06/23/06 574 No MI 0 1 0
5000223227 07/06/06 546 No MI 0 1 0
5000223229 06/30/06 639 No MI 0 2 0
5000223290 06/20/06 757 No MI 0 1 0
5000223302 07/12/06 633 No MI 0 1 0
5000223347 07/17/06 636 No MI 0 1 0
5000223396 07/12/06 633 No MI 0 2 0
5000223435 06/23/06 593 No MI 0 1 0
5000223450 06/20/06 580 No MI 0 1 0
5000223476 07/26/06 610 No MI 0 2 0
5000223549 06/23/06 527 No MI 0 1 0
5000223569 06/16/06 650 No MI 0 1 0
5000223598 07/11/06 664 No MI 0 1 0
5000223679 06/23/06 576 No MI 0 1 0
5000223688 06/23/06 578 No MI 0 1 0
5000223811 06/21/06 515 No MI 0 1 0
5000223861 06/22/06 610 No MI 0 1 0
5000223878 07/13/06 651 No MI 0 2 0
5000223936 07/27/06 649 No MI 0 1 0
5000223938 06/19/06 528 No MI 0 1 0
5000223967 06/28/06 571 No MI 0 1 0
5000223979 07/12/06 642 No MI 0 1 0
5000223989 06/28/06 539 No MI 0 1 0
5000224022 07/27/06 649 No MI 0 2 0
5000224044 07/17/06 549 No MI 0 1 0
5000224087 06/23/06 581 No MI 0 1 0
5000224107 07/14/06 586 No MI 0 1 0
5000224164 07/14/06 634 No MI 0 1 0
5000224197 06/23/06 590 No MI 0 1 0
5000224244 06/26/06 532 No MI 0 1 0
5000224297 06/26/06 567 No MI 0 1 0
5000224410 07/12/06 654 No MI 0 1 0
5000224463 07/01/06 636 No MI 0 1 0
5000224466 07/01/06 636 No MI 0 2 0
5000224479 07/12/06 654 No MI 0 2 0
5000224544 07/11/06 577 No MI 0 1 0
5000224546 06/23/06 602 No MI 0 1 0
5000224550 06/23/06 641 No MI 0 1 0
5000224570 07/06/06 629 No MI 0 1 0
5000224582 07/07/06 504 No MI 0 1 0
5000224601 06/27/06 532 No MI 0 1 0
5000224617 07/12/06 509 No MI 0 1 0
5000224639 06/23/06 511 No MI 0 1 0
5000224776 07/06/06 671 No MI 0 1 0
5000224793 06/29/06 582 No MI 0 1 0
5000224864 06/29/06 653 No MI 0 1 0
5000224916 07/21/06 579 No MI 0 1 0
5000224920 06/26/06 573 No MI 0 1 0
5000224923 07/12/06 590 No MI 0 1 0
5000225090 06/30/06 616 No MI 0 1 0
5000225157 07/10/06 639 No MI 0 1 0
5000225243 08/07/06 644 No MI 0 1 0
5000225260 07/12/06 713 No MI 0 1 0
5000225309 06/29/06 610 No MI 0 1 0
5000225324 07/18/06 614 No MI 0 1 0
5000225328 07/07/06 628 No MI 0 1 0
5000225427 07/19/06 518 No MI 0 1 0
5000225457 07/18/06 647 No MI 0 1 0
5000225498 07/18/06 626 No MI 0 1 0
5000225518 07/13/06 536 No MI 0 1 0
5000225540 07/10/06 650 No MI 0 1 0
5000225584 08/09/06 683 No MI 0 1 0
5000225595 07/14/06 618 No MI 0 1 0
5000225604 07/13/06 613 No MI 0 1 0
5000225605 07/14/06 618 No MI 0 2 0
5000225621 07/13/06 613 No MI 0 2 0
5000225666 07/28/06 607 No MI 0 1 0
5000225671 07/25/06 555 No MI 0 1 0
5000225676 07/18/06 594 No MI 0 1 0
5000225684 07/21/06 672 No MI 0 1 0
5000225698 07/18/06 547 No MI 0 1 0
5000225734 07/25/06 712 No MI 0 1 0
5000225749 07/20/06 659 No MI 0 1 0
5000225796 07/26/06 671 No MI 0 1 0
5000225807 07/13/06 667 No MI 0 1 0
5000225814 07/13/06 667 No MI 0 2 0
5000225820 07/18/06 590 No MI 0 1 0
5000225836 07/17/06 611 No MI 0 1 0
5000225883 07/14/06 618 No MI 0 1 0
5000225884 07/14/06 618 No MI 0 2 0
5000225895 07/24/06 604 No MI 0 1 0
5000225956 07/18/06 594 No MI 0 1 0
5000225965 07/18/06 528 No MI 0 1 0
5000226006 08/08/06 584 No MI 0 1 0
5000226019 07/20/06 685 No MI 0 1 0
5000226037 07/26/06 665 No MI 0 2 0
5000226059 08/01/06 617 No MI 0 1 0
5000226066 07/27/06 624 No MI 0 1 0
5000226081 07/28/06 648 No MI 0 1 0
5000226096 07/14/06 619 No MI 0 1 0
5000226104 08/03/06 698 No MI 0 1 0
5000226107 07/26/06 568 No MI 0 1 0
5000226112 07/14/06 619 No MI 0 2 0
5000226148 07/25/06 663 No MI 0 1 0
5000226160 07/31/06 809 No MI 0 1 0
5000226178 07/20/06 579 No MI 0 1 0
5000226182 07/25/06 605 No MI 0 2 0
5000226197 07/26/06 671 No MI 0 1 0
5000226224 07/19/06 651 No MI 0 1 0
5000226232 07/24/06 676 No MI 0 1 0
5000226255 07/21/06 601 No MI 0 1 0
5000226265 08/04/06 576 No MI 0 1 0
5000226348 08/01/06 504 No MI 0 1 0
5000226364 07/21/06 603 No MI 0 1 0
5000226365 07/31/06 604 No MI 0 1 0
5000226376 07/21/06 603 No MI 0 2 0
5000226404 08/08/06 552 No MI 0 1 0
5000226416 07/31/06 604 No MI 0 2 0
5000226421 07/26/06 550 No MI 0 1 0
5000226423 07/27/06 562 No MI 0 1 0
5000226432 08/11/06 600 No MI 0 1 0
5000226439 07/28/06 617 No MI 0 1 0
5000226442 07/26/06 546 No MI 0 1 0
5000226453 07/24/06 553 No MI 0 1 0
5000226465 07/25/06 651 No MI 0 1 0
5000226474 07/25/06 555 No MI 0 1 0
5000226491 07/28/06 635 No MI 0 1 0
5000226499 08/02/06 650 No MI 0 1 0
5000226533 08/09/06 549 No MI 0 1 0
5000226559 08/04/06 582 No MI 0 1 0
5000226598 08/09/06 556 No MI 0 1 0
5000226603 07/28/06 661 No MI 0 1 0
5000226615 08/01/06 655 No MI 0 1 0
5000226619 08/01/06 554 No MI 0 1 0
5000226629 08/01/06 655 No MI 0 2 0
5000226657 07/31/06 608 No MI 0 2 0
5000226677 07/31/06 650 No MI 0 1 0
5000226678 08/01/06 652 No MI 0 1 0
5000226718 08/01/06 652 No MI 0 2 0
5000226725 07/27/06 599 No MI 0 1 0
5000226726 07/26/06 671 No MI 0 1 0
5000226727 08/08/06 674 No MI 0 1 0
5000226732 07/24/06 619 No MI 0 2 0
5000226740 07/28/06 600 No MI 0 1 0
5000226745 07/26/06 675 No MI 0 1 0
5000226765 08/02/06 755 No MI 0 1 0
5000226771 07/26/06 665 No MI 0 1 0
5000226772 07/28/06 680 No MI 0 2 0
5000226774 07/26/06 588 No MI 0 1 0
5000226789 08/07/06 623 No MI 0 1 0
5000226790 07/26/06 670 No MI 0 1 0
5000226818 07/31/06 602 No MI 0 1 0
5000226829 07/31/06 602 No MI 0 2 0
5000226864 08/04/06 665 No MI 0 1 0
5000226867 07/28/06 605 No MI 0 2 0
5000226875 08/10/06 665 No MI 0 1 0
5000226882 08/07/06 607 No MI 0 1 0
5000226898 08/02/06 683 No MI 0 1 0
5000226905 07/27/06 663 No MI 0 1 0
5000226908 08/02/06 683 No MI 0 2 0
5000226917 08/01/06 624 No MI 0 2 0
5000226925 08/01/06 689 No MI 0 1 0
5000226929 07/26/06 638 No MI 0 1 0
5000226931 08/09/06 731 No MI 0 1 0
5000226960 07/28/06 608 No MI 0 1 0
5000226961 08/10/06 608 No MI 0 1 0
5000226962 08/09/06 731 No MI 0 2 0
5000226972 08/01/06 648 No MI 0 1 0
5000226987 07/27/06 685 No MI 0 2 0
5000227000 07/27/06 635 No MI 0 1 0
5000227015 07/28/06 603 No MI 0 1 0
5000227030 07/28/06 603 No MI 0 2 0
5000227038 08/03/06 603 No MI 0 2 0
5000227061 08/04/06 674 No MI 0 1 0
5000227064 08/04/06 686 No MI 0 1 0
5000227066 08/04/06 674 No MI 0 2 0
5000227075 08/04/06 686 No MI 0 2 0
5000227081 08/04/06 603 No MI 0 1 0
5000227105 08/09/06 646 No MI 0 1 0
5000227111 08/07/06 639 No MI 0 1 0
5000227123 08/04/06 603 No MI 0 2 0
5000227130 08/04/06 636 No MI 0 1 0
5000227141 08/11/06 644 No MI 0 1 0
5000227145 08/08/06 543 No MI 0 1 0
5000227167 08/09/06 668 No MI 0 1 0
5000227169 08/14/06 608 No MI 0 1 0
5000227173 08/14/06 631 No MI 0 1 0
6000225375 05/03/06 561 No MI 0 1 0
6000225463 05/19/06 661 No MI 0 2 0
6000226772 05/10/06 586 No MI 0 1 0
6000227178 05/05/06 770 No MI 0 1 0
6000227931 05/09/06 634 No MI 0 1 0
6000228715 05/31/06 673 No MI 0 1 0
6000228989 06/14/06 599 No MI 0 1 0
6000229356 05/25/06 566 No MI 0 1 0
6000229636 06/20/06 653 No MI 0 1 0
6000229874 05/26/06 637 No MI 0 1 0
6000229928 05/23/06 570 No MI 0 1 0
6000230064 06/05/06 625 No MI 0 1 0
6000230712 06/20/06 615 No MI 0 1 0
6000230833 07/07/06 549 No MI 0 1 0
6000231166 05/26/06 590 No MI 0 1 0
6000231207 05/23/06 655 No MI 0 1 0
6000231413 06/01/06 681 No MI 0 1 0
6000231687 07/07/06 582 No MI 0 1 0
6000231774 05/26/06 612 No MI 0 1 0
6000232127 05/26/06 590 No MI 0 2 0
6000232350 07/10/06 654 No MI 0 1 0
6000232478 06/12/06 555 No MI 0 1 0
6000232569 06/13/06 665 No MI 0 1 0
6000232673 06/16/06 529 No MI 0 1 0
6000232744 06/01/06 557 No MI 0 1 0
6000233120 06/19/06 571 No MI 0 1 0
6000233268 06/02/06 571 No MI 0 1 0
6000233270 06/05/06 576 No MI 0 1 0
6000233366 06/05/06 567 No MI 0 1 0
6000233397 06/02/06 504 No MI 0 1 0
6000233510 06/14/06 650 No MI 0 1 0
6000233541 06/22/06 711 No MI 0 1 0
6000233691 06/08/06 574 No MI 0 1 0
6000233804 06/14/06 516 No MI 0 1 0
6000233942 07/13/06 536 No MI 0 1 0
6000233990 07/06/06 668 No MI 0 1 0
6000234114 06/26/06 541 No MI 0 1 0
6000234129 06/29/06 544 No MI 0 1 0
6000234263 06/20/06 547 No MI 0 1 0
6000234312 06/23/06 634 No MI 0 1 0
6000234375 06/19/06 528 No MI 0 1 0
6000234384 06/30/06 551 No MI 0 1 0
6000234398 06/16/06 645 No MI 0 1 0
6000234578 06/19/06 662 No MI 0 1 0
6000234623 07/26/06 519 No MI 0 1 0
6000234691 06/16/06 660 No MI 0 1 0
6000234707 07/24/06 568 No MI 0 1 0
6000234750 06/16/06 565 No MI 0 1 0
6000235040 06/16/06 590 No MI 0 1 0
6000235078 06/15/06 721 No MI 0 1 0
6000235130 06/09/06 572 No MI 0 1 0
6000235205 06/15/06 556 No MI 0 1 0
6000235317 06/16/06 630 No MI 0 1 0
6000235374 06/16/06 606 No MI 0 1 0
6000235413 06/13/06 607 No MI 0 1 0
6000235544 06/19/06 622 No MI 0 1 0
6000235686 06/16/06 566 No MI 0 1 0
6000235694 06/19/06 587 No MI 0 1 0
6000235794 07/19/06 668 No MI 0 1 0
6000235816 06/21/06 509 No MI 0 1 0
6000235832 06/22/06 569 No MI 0 1 0
6000235876 06/19/06 598 No MI 0 1 0
6000235899 06/19/06 593 No MI 0 1 0
6000236136 07/27/06 575 No MI 0 1 0
6000236207 07/05/06 572 No MI 0 1 0
6000236266 06/20/06 607 No MI 0 1 0
6000236396 06/22/06 550 No MI 0 1 0
6000236397 08/09/06 590 No MI 0 1 0
6000236410 06/16/06 574 No MI 0 1 0
6000236516 06/16/06 565 No MI 0 1 0
6000236528 06/16/06 531 No MI 0 1 0
6000236650 07/10/06 527 No MI 0 1 0
6000236747 06/26/06 582 No MI 0 1 0
6000236835 06/26/06 558 No MI 0 1 0
6000236897 06/23/06 526 No MI 0 1 0
6000236899 07/21/06 618 No MI 0 1 0
6000236924 07/24/06 503 No MI 0 1 0
6000236933 06/30/06 589 No MI 0 1 0
6000236996 06/30/06 589 No MI 0 2 0
6000237031 06/20/06 640 No MI 0 1 0
6000237115 06/21/06 603 No MI 0 1 0
6000237133 06/20/06 640 No MI 0 2 0
6000237143 06/26/06 552 No MI 0 1 0
6000237152 07/07/06 605 No MI 0 2 0
6000237233 06/26/06 587 No MI 0 1 0
6000237329 07/11/06 574 No MI 0 1 0
6000237358 06/30/06 512 No MI 0 1 0
6000237371 07/12/06 559 No MI 0 1 0
6000237482 06/29/06 537 No MI 0 1 0
6000237496 06/30/06 569 No MI 0 1 0
6000237515 07/12/06 557 No MI 0 1 0
6000237541 06/21/06 527 No MI 0 1 0
6000237582 07/10/06 567 No MI 0 1 0
6000237619 06/22/06 555 No MI 0 1 0
6000237637 06/30/06 804 No MI 0 1 0
6000237700 07/13/06 715 No MI 0 1 0
6000237739 07/13/06 715 No MI 0 2 0
6000237768 06/27/06 605 No MI 0 1 0
6000237794 08/03/06 603 No MI 0 1 0
6000237804 06/23/06 575 No MI 0 1 0
6000237829 06/22/06 559 No MI 0 1 0
6000237833 06/30/06 587 No MI 0 1 0
6000237882 06/30/06 563 No MI 0 1 0
6000237903 06/26/06 607 No MI 0 1 0
6000237947 07/13/06 536 No MI 0 1 0
6000238028 06/26/06 597 No MI 0 1 0
6000238052 06/30/06 525 No MI 0 1 0
6000238090 07/10/06 603 No MI 0 1 0
6000238160 06/26/06 622 No MI 0 1 0
6000238200 06/26/06 530 No MI 0 1 0
6000238205 07/05/06 546 No MI 0 1 0
6000238208 07/06/06 529 No MI 0 1 0
6000238211 06/26/06 549 No MI 0 1 0
6000238228 07/14/06 505 No MI 0 1 0
6000238261 07/07/06 590 No MI 0 1 0
6000238279 07/13/06 559 No MI 0 1 0
6000238338 06/29/06 599 No MI 0 1 0
6000238369 07/06/06 632 No MI 0 1 0
6000238375 07/10/06 658 No MI 0 1 0
6000238379 07/26/06 686 No MI 0 1 0
6000238389 06/26/06 560 No MI 0 1 0
6000238392 06/28/06 507 No MI 0 1 0
6000238396 07/07/06 590 No MI 0 2 0
6000238426 07/18/06 516 No MI 0 1 0
6000238468 06/26/06 525 No MI 0 1 0
6000238488 07/05/06 530 No MI 0 1 0
6000238517 07/06/06 512 No MI 0 1 0
6000238522 07/26/06 686 No MI 0 2 0
6000238537 07/07/06 504 No MI 0 1 0
6000238559 07/13/06 688 No MI 0 1 0
6000238640 06/30/06 535 No MI 0 1 0
6000238735 07/20/06 562 No MI 0 1 0
6000238756 07/14/06 572 No MI 0 1 0
6000238825 07/07/06 555 No MI 0 1 0
6000238834 07/14/06 578 No MI 0 1 0
6000238837 07/10/06 587 No MI 0 1 0
6000238850 07/14/06 607 No MI 0 1 0
6000238892 08/04/06 541 No MI 0 1 0
6000238922 06/29/06 506 No MI 0 1 0
6000238984 07/12/06 577 No MI 0 1 0
6000238994 07/14/06 572 No MI 0 1 0
6000239026 07/12/06 711 No MI 0 1 0
6000239071 07/06/06 575 No MI 0 1 0
6000239094 06/29/06 631 No MI 0 1 0
6000239096 07/06/06 531 No MI 0 1 0
6000239127 07/12/06 569 No MI 0 1 0
6000239142 07/07/06 552 No MI 0 1 0
6000239147 06/29/06 631 No MI 0 2 0
6000239165 07/07/06 500 No MI 0 1 0
6000239174 07/10/06 529 No MI 0 1 0
6000239176 07/10/06 511 No MI 0 1 0
6000239227 07/28/06 502 No MI 0 1 0
6000239334 07/10/06 685 No MI 0 1 0
6000239383 07/07/06 595 No MI 0 1 0
6000239385 07/07/06 616 No MI 0 1 0
6000239403 07/12/06 564 No MI 0 1 0
6000239432 07/10/06 628 No MI 0 1 0
6000239451 07/20/06 551 No MI 0 1 0
6000239479 07/19/06 714 No MI 0 1 0
6000239483 06/30/06 574 No MI 0 1 0
6000239510 07/07/06 560 No MI 0 1 0
6000239515 07/10/06 599 No MI 0 1 0
6000239540 07/19/06 714 No MI 0 2 0
6000239544 07/31/06 578 No MI 0 1 0
6000239546 07/25/06 592 No MI 0 1 0
6000239553 07/21/06 609 No MI 0 1 0
6000239581 08/04/06 544 No MI 0 1 0
6000239595 07/10/06 570 No MI 0 1 0
6000239604 07/11/06 570 No MI 0 1 0
6000239632 07/06/06 612 No MI 0 1 0
6000239634 07/13/06 580 No MI 0 1 0
6000239655 07/13/06 619 No MI 0 1 0
6000239657 07/11/06 588 No MI 0 1 0
6000239665 07/06/06 658 No MI 0 1 0
6000239670 07/18/06 527 No MI 0 1 0
6000239677 07/26/06 605 No MI 0 1 0
6000239695 07/17/06 521 No MI 0 1 0
6000239730 07/25/06 690 No MI 0 1 0
6000239761 07/27/06 652 No MI 0 1 0
6000239777 07/18/06 664 No MI 0 1 0
6000239780 07/24/06 534 No MI 0 1 0
6000239820 07/10/06 634 No MI 0 1 0
6000239831 07/25/06 690 No MI 0 2 0
6000239832 07/27/06 652 No MI 0 2 0
6000239836 07/13/06 559 No MI 0 1 0
6000239840 07/17/06 589 No MI 0 1 0
6000239847 07/10/06 740 No MI 0 1 0
6000239850 07/26/06 561 No MI 0 1 0
6000239883 07/14/06 578 No MI 0 1 0
6000239909 07/12/06 514 No MI 0 1 0
6000239924 07/10/06 538 No MI 0 1 0
6000239925 07/14/06 582 No MI 0 1 0
6000239949 07/18/06 665 No MI 0 1 0
6000239951 07/07/06 647 No MI 0 1 0
6000239968 07/19/06 566 No MI 0 1 0
6000239996 07/14/06 528 No MI 0 1 0
6000240010 07/07/06 647 No MI 0 2 0
6000240020 07/21/06 594 No MI 0 1 0
6000240029 07/24/06 528 No MI 0 1 0
6000240040 07/24/06 568 No MI 0 1 0
6000240043 07/14/06 617 No MI 0 1 0
6000240046 07/14/06 590 No MI 0 1 0
6000240052 07/19/06 533 No MI 0 1 0
6000240114 07/10/06 627 No MI 0 1 0
6000240162 07/26/06 573 No MI 0 1 0
6000240206 07/19/06 539 No MI 0 1 0
6000240220 07/17/06 563 No MI 0 1 0
6000240229 07/26/06 650 No MI 0 2 0
6000240268 07/13/06 581 No MI 0 1 0
6000240294 07/14/06 652 No MI 0 1 0
6000240320 07/14/06 554 No MI 0 1 0
6000240328 07/13/06 535 No MI 0 1 0
6000240339 08/02/06 647 No MI 0 1 0
6000240342 07/14/06 532 No MI 0 1 0
6000240393 07/20/06 580 No MI 0 1 0
6000240435 08/03/06 551 No MI 0 1 0
6000240446 07/18/06 529 No MI 0 1 0
6000240451 07/19/06 608 No MI 0 1 0
6000240481 07/18/06 605 No MI 0 1 0
6000240502 07/14/06 571 No MI 0 1 0
6000240518 07/14/06 532 No MI 0 1 0
6000240522 07/12/06 601 No MI 0 1 0
6000240527 07/17/06 564 No MI 0 1 0
6000240544 07/21/06 525 No MI 0 1 0
6000240578 07/17/06 595 No MI 0 1 0
6000240625 07/31/06 627 No MI 0 2 0
6000240649 07/17/06 580 No MI 0 1 0
6000240654 07/19/06 521 No MI 0 1 0
6000240664 07/24/06 650 No MI 0 1 0
6000240673 07/27/06 629 No MI 0 1 0
6000240718 07/27/06 664 No MI 0 1 0
6000240722 07/14/06 529 No MI 0 1 0
6000240750 07/20/06 580 No MI 0 1 0
6000240792 07/21/06 537 No MI 0 1 0
6000240800 08/02/06 639 No MI 0 1 0
6000240810 07/21/06 804 No MI 0 1 0
6000240813 07/27/06 685 No MI 0 1 0
6000240822 07/19/06 611 No MI 0 1 0
6000240834 07/31/06 561 No MI 0 1 0
6000240845 08/02/06 526 No MI 0 1 0
6000240859 08/02/06 578 No MI 0 1 0
6000240882 07/26/06 594 No MI 0 1 0
6000240883 07/31/06 615 No MI 0 1 0
6000240887 07/24/06 505 No MI 0 1 0
6000240894 07/20/06 557 No MI 0 1 0
6000240948 07/25/06 580 No MI 0 1 0
6000240975 07/31/06 635 No MI 0 1 0
6000240980 07/31/06 661 No MI 0 1 0
6000240989 07/26/06 608 No MI 0 1 0
6000240990 07/31/06 576 No MI 0 1 0
6000241014 08/04/06 590 No MI 0 1 0
6000241015 07/31/06 661 No MI 0 2 0
6000241040 07/19/06 511 No MI 0 1 0
6000241064 07/17/06 604 No MI 0 1 0
6000241068 08/07/06 568 No MI 0 1 0
6000241109 07/19/06 611 No MI 0 2 0
6000241145 07/28/06 617 No MI 0 1 0
6000241166 07/18/06 581 No MI 0 1 0
6000241169 07/24/06 609 No MI 0 1 0
6000241189 07/24/06 660 No MI 0 1 0
6000241208 07/31/06 621 No MI 0 1 0
6000241214 07/18/06 604 No MI 0 1 0
6000241218 07/24/06 505 No MI 0 1 0
6000241237 07/21/06 530 No MI 0 1 0
6000241258 07/26/06 551 No MI 0 1 0
6000241265 07/31/06 635 No MI 0 2 0
6000241268 08/04/06 609 No MI 0 1 0
6000241283 07/20/06 598 No MI 0 1 0
6000241296 07/24/06 593 No MI 0 1 0
6000241301 07/26/06 591 No MI 0 1 0
6000241355 08/02/06 516 No MI 0 1 0
6000241370 07/21/06 554 No MI 0 1 0
6000241392 08/04/06 583 No MI 0 1 0
6000241424 07/19/06 563 No MI 0 1 0
6000241428 08/08/06 652 No MI 0 1 0
6000241475 08/02/06 652 No MI 0 1 0
6000241478 07/20/06 635 No MI 0 1 0
6000241483 07/21/06 592 No MI 0 1 0
6000241501 07/19/06 563 No MI 0 1 0
6000241535 07/27/06 576 No MI 0 1 0
6000241557 07/25/06 602 No MI 0 1 0
6000241561 07/19/06 564 No MI 0 1 0
6000241564 08/04/06 577 No MI 0 1 0
6000241574 07/21/06 580 No MI 0 1 0
6000241590 08/08/06 594 No MI 0 1 0
6000241591 07/28/06 655 No MI 0 1 0
6000241607 08/02/06 652 No MI 0 2 0
6000241617 07/26/06 565 No MI 0 1 0
6000241624 07/28/06 617 No MI 0 2 0
6000241669 07/28/06 504 No MI 0 1 0
6000241672 08/09/06 650 No MI 0 1 0
6000241685 08/08/06 652 No MI 0 2 0
6000241687 07/21/06 654 No MI 0 1 0
6000241705 07/31/06 647 No MI 0 1 0
6000241745 07/28/06 573 No MI 0 1 0
6000241748 07/28/06 655 No MI 0 1 0
6000241771 07/27/06 636 No MI 0 1 0
6000241776 07/28/06 625 No MI 0 1 0
6000241783 07/18/06 667 No MI 0 1 0
6000241789 07/21/06 557 No MI 0 1 0
6000241821 07/26/06 548 No MI 0 1 0
6000241847 07/25/06 537 No MI 0 1 0
6000241899 07/19/06 603 No MI 0 1 0
6000241918 07/26/06 595 No MI 0 1 0
6000241920 08/04/06 609 No MI 0 2 0
6000241926 08/02/06 623 No MI 0 1 0
6000241966 07/21/06 652 No MI 0 1 0
6000241969 07/26/06 707 No MI 0 1 0
6000241991 07/28/06 674 No MI 0 1 0
6000242003 08/09/06 526 No MI 0 1 0
6000242005 07/24/06 599 No MI 0 1 0
6000242058 08/02/06 639 No MI 0 2 0
6000242060 07/24/06 612 No MI 0 1 0
6000242081 07/24/06 612 No MI 0 2 0
6000242118 07/31/06 586 No MI 0 1 0
6000242119 08/11/06 569 No MI 0 1 0
6000242150 07/24/06 609 No MI 0 1 0
6000242205 07/26/06 623 No MI 0 1 0
6000242262 07/20/06 617 No MI 0 1 0
6000242283 08/02/06 695 No MI 0 1 0
6000242286 08/01/06 613 No MI 0 1 0
6000242293 07/27/06 512 No MI 0 1 0
6000242319 08/02/06 695 No MI 0 2 0
6000242325 08/04/06 644 No MI 0 2 0
6000242335 07/28/06 609 No MI 0 1 0
6000242363 07/21/06 527 No MI 0 1 0
6000242371 07/21/06 609 No MI 0 1 0
6000242387 08/04/06 661 No MI 0 1 0
6000242424 07/28/06 584 No MI 0 1 0
6000242432 07/26/06 674 No MI 0 1 0
6000242448 07/26/06 521 No MI 0 1 0
6000242471 08/10/06 603 No MI 0 1 0
6000242488 07/28/06 609 No MI 0 2 0
6000242489 08/02/06 643 No MI 0 1 0
6000242531 07/25/06 632 No MI 0 1 0
6000242533 08/08/06 656 No MI 0 1 0
6000242557 07/26/06 590 No MI 0 1 0
6000242559 08/04/06 661 No MI 0 2 0
6000242567 08/08/06 656 No MI 0 2 0
6000242590 07/26/06 559 No MI 0 1 0
6000242624 07/26/06 674 No MI 0 2 0
6000242629 07/25/06 632 No MI 0 2 0
6000242635 08/03/06 535 No MI 0 1 0
6000242651 08/07/06 540 No MI 0 1 0
6000242655 08/01/06 635 No MI 0 1 0
6000242662 07/21/06 584 No MI 0 1 0
6000242684 07/25/06 622 No MI 0 1 0
6000242733 07/26/06 546 No MI 0 1 0
6000242735 08/02/06 624 No MI 0 2 0
6000242747 07/31/06 657 No MI 0 1 0
6000242753 07/28/06 673 No MI 0 1 0
6000242761 08/11/06 653 No MI 0 1 0
6000242772 07/31/06 678 No MI 0 1 0
6000242773 07/28/06 600 No MI 0 1 0
6000242792 08/07/06 593 No MI 0 1 0
6000242800 07/21/06 552 No MI 0 1 0
6000242814 08/10/06 584 No MI 0 1 0
6000242817 07/28/06 600 No MI 0 2 0
6000242819 07/26/06 604 No MI 0 1 0
6000242822 08/02/06 557 No MI 0 1 0
6000242826 07/31/06 678 No MI 0 2 0
6000242831 07/28/06 511 No MI 0 1 0
6000242843 08/02/06 641 No MI 0 1 0
6000242855 07/28/06 530 No MI 0 1 0
6000242858 08/01/06 643 No MI 0 1 0
6000242860 08/01/06 635 No MI 0 2 0
6000242868 07/28/06 607 No MI 0 1 0
6000242901 07/28/06 726 No MI 0 1 0
6000242923 08/02/06 566 No MI 0 1 0
6000242927 07/28/06 673 No MI 0 2 0
6000242940 07/28/06 625 No MI 0 1 0
6000242946 08/09/06 563 No MI 0 1 0
6000242970 08/02/06 512 No MI 0 1 0
6000243020 08/10/06 560 No MI 0 1 0
6000243056 08/04/06 614 No MI 0 1 0
6000243067 07/31/06 650 No MI 0 1 0
6000243070 08/02/06 664 No MI 0 1 0
6000243080 07/27/06 664 No MI 0 1 0
6000243084 08/11/06 653 No MI 0 2 0
6000243086 07/26/06 577 No MI 0 1 0
6000243139 07/31/06 701 No MI 0 1 0
6000243156 08/03/06 543 No MI 0 1 0
6000243169 08/02/06 652 No MI 0 1 0
6000243194 07/28/06 641 No MI 0 1 0
6000243204 08/09/06 557 No MI 0 1 0
6000243208 07/26/06 526 No MI 0 1 0
6000243209 07/26/06 636 No MI 0 1 0
6000243241 08/16/06 603 No MI 0 1 0
6000243256 08/04/06 563 No MI 0 1 0
6000243263 08/03/06 512 No MI 0 1 0
6000243274 08/01/06 640 No MI 0 1 0
6000243277 07/26/06 565 No MI 0 1 0
6000243287 08/02/06 653 No MI 0 1 0
6000243308 07/31/06 606 No MI 0 1 0
6000243309 07/26/06 556 No MI 0 1 0
6000243311 07/27/06 673 No MI 0 1 0
6000243335 07/28/06 604 No MI 0 2 0
6000243340 07/31/06 670 No MI 0 1 0
6000243346 07/31/06 568 No MI 0 1 0
6000243357 08/07/06 781 No MI 0 1 0
6000243359 07/31/06 563 No MI 0 1 0
6000243363 08/09/06 609 No MI 0 1 0
6000243372 08/02/06 513 No MI 0 1 0
6000243376 07/27/06 545 No MI 0 1 0
6000243381 08/01/06 640 No MI 0 2 0
6000243399 07/27/06 594 No MI 0 1 0
6000243406 08/01/06 555 No MI 0 1 0
6000243407 08/08/06 512 No MI 0 1 0
6000243414 08/02/06 652 No MI 0 2 0
6000243418 07/26/06 653 No MI 0 1 0
6000243424 08/04/06 537 No MI 0 1 0
6000243474 08/09/06 575 No MI 0 1 0
6000243486 08/09/06 623 No MI 0 1 0
6000243496 08/09/06 638 No MI 0 1 0
6000243498 08/01/06 548 No MI 0 1 0
6000243516 08/04/06 611 No MI 0 1 0
6000243527 08/11/06 599 No MI 0 1 0
6000243531 08/11/06 569 No MI 0 1 0
6000243539 08/03/06 586 No MI 0 1 0
6000243540 08/09/06 609 No MI 0 2 0
6000243550 08/08/06 652 No MI 0 1 0
6000243564 08/14/06 644 No MI 0 1 0
6000243565 08/11/06 600 No MI 0 1 0
6000243579 07/28/06 515 No MI 0 1 0
6000243611 08/01/06 544 No MI 0 1 0
6000243622 08/01/06 525 No MI 0 1 0
6000243643 08/02/06 554 No MI 0 1 0
6000243645 08/08/06 618 No MI 0 1 0
6000243658 08/04/06 640 No MI 0 1 0
6000243689 08/01/06 577 No MI 0 1 0
6000243696 08/04/06 530 No MI 0 1 0
6000243748 07/31/06 610 No MI 0 1 0
6000243765 07/29/06 603 No MI 0 1 0
6000243789 08/02/06 565 No MI 0 1 0
6000243804 07/31/06 610 No MI 0 2 0
6000243828 07/31/06 631 No MI 0 1 0
6000243849 08/10/06 652 No MI 0 1 0
6000243860 08/02/06 741 No MI 0 1 0
6000243863 07/31/06 688 No MI 0 1 0
6000243865 08/08/06 681 No MI 0 1 0
6000243886 08/04/06 604 No MI 0 1 0
6000243907 08/09/06 641 No MI 0 1 0
6000243911 08/04/06 604 No MI 0 2 0
6000243917 08/09/06 624 No MI 0 1 0
6000243931 08/11/06 636 No MI 0 1 0
6000243951 08/04/06 622 No MI 0 1 0
6000243968 08/04/06 621 No MI 0 1 0
6000243971 08/08/06 655 No MI 0 1 0
6000243985 08/04/06 640 No MI 0 2 0
6000243995 08/08/06 561 No MI 0 1 0
6000244002 08/07/06 575 No MI 0 1 0
6000244005 08/08/06 551 No MI 0 1 0
6000244010 07/31/06 693 No MI 0 1 0
6000244024 08/03/06 559 No MI 0 1 0
6000244029 08/04/06 663 No MI 0 1 0
6000244037 07/31/06 693 No MI 0 2 0
6000244047 08/09/06 576 No MI 0 1 0
6000244049 08/04/06 620 No MI 0 2 0
6000244054 08/08/06 586 No MI 0 1 0
6000244058 08/04/06 577 No MI 0 1 0
6000244080 08/02/06 645 No MI 0 1 0
6000244102 08/04/06 611 No MI 0 1 0
6000244117 08/01/06 593 No MI 0 1 0
6000244120 08/10/06 648 No MI 0 1 0
6000244125 08/02/06 680 No MI 0 1 0
6000244131 08/02/06 582 No MI 0 1 0
6000244162 08/10/06 648 No MI 0 1 0
6000244179 07/31/06 606 No MI 0 1 0
6000244222 08/09/06 624 No MI 0 1 0
6000244225 07/31/06 606 No MI 0 2 0
6000244237 08/04/06 614 No MI 0 1 0
6000244269 08/03/06 615 No MI 0 2 0
6000244294 08/08/06 560 No MI 0 1 0
6000244308 08/02/06 592 No MI 0 1 0
6000244337 08/09/06 641 No MI 0 2 0
6000244344 08/11/06 638 No MI 0 1 0
6000244354 08/04/06 590 No MI 0 1 0
6000244363 08/01/06 617 No MI 0 1 0
6000244372 08/02/06 617 No MI 0 1 0
6000244381 08/09/06 694 No MI 0 1 0
6000244389 08/03/06 701 No MI 0 1 0
6000244391 08/10/06 506 No MI 0 1 0
6000244403 08/04/06 567 No MI 0 1 0
6000244406 08/03/06 592 No MI 0 1 0
6000244407 08/11/06 652 No MI 0 2 0
6000244458 08/04/06 703 No MI 0 2 0
6000244495 08/04/06 560 No MI 0 1 0
6000244512 08/03/06 569 No MI 0 1 0
6000244519 08/07/06 589 No MI 0 1 0
6000244524 08/09/06 580 No MI 0 1 0
6000244564 08/03/06 610 No MI 0 1 0
6000244566 08/08/06 640 No MI 0 1 0
6000244572 08/07/06 590 No MI 0 1 0
6000244591 08/04/06 627 No MI 0 1 0
6000244651 08/09/06 673 No MI 0 1 0
6000244657 08/07/06 693 No MI 0 1 0
6000244666 08/04/06 631 No MI 0 1 0
6000244681 08/14/06 647 No MI 0 1 0
6000244691 08/04/06 614 No MI 0 1 0
6000244704 08/07/06 622 No MI 0 1 0
6000244706 08/04/06 552 No MI 0 1 0
6000244720 08/10/06 667 No MI 0 1 0
6000244729 08/03/06 619 No MI 0 1 0
6000244741 08/09/06 584 No MI 0 1 0
6000244756 08/07/06 633 No MI 0 1 0
6000244773 08/04/06 654 No MI 0 1 0
6000244775 07/31/06 622 No MI 0 1 0
6000244779 08/08/06 552 No MI 0 1 0
6000244784 08/11/06 564 No MI 0 1 0
6000244785 08/11/06 608 No MI 0 1 0
6000244788 08/09/06 604 No MI 0 2 0
6000244792 08/04/06 631 No MI 0 2 0
6000244793 08/09/06 635 No MI 0 1 0
6000244798 08/11/06 590 No MI 0 1 0
6000244813 08/14/06 647 No MI 0 2 0
6000244818 08/10/06 607 No MI 0 1 0
6000244821 08/02/06 617 No MI 0 2 0
6000244874 08/08/06 522 No MI 0 1 0
6000244884 08/09/06 542 No MI 0 1 0
6000244887 08/02/06 549 No MI 0 1 0
6000244905 08/08/06 614 No MI 0 1 0
6000244907 08/11/06 521 No MI 0 1 0
6000244933 08/03/06 564 No MI 0 1 0
6000244934 08/09/06 566 No MI 0 1 0
6000244960 08/07/06 633 No MI 0 2 0
6000244982 08/09/06 537 No MI 0 1 0
6000245003 08/14/06 656 No MI 0 1 0
6000245004 08/10/06 552 No MI 0 1 0
6000245044 08/09/06 635 No MI 0 1 0
6000245046 08/16/06 670 No MI 0 1 0
6000245122 08/07/06 533 No MI 0 1 0
6000245132 08/10/06 688 No MI 0 1 0
6000245137 08/08/06 526 No MI 0 1 0
6000245156 08/10/06 605 No MI 0 1 0
6000245172 08/04/06 645 No MI 0 1 0
6000245201 08/11/06 591 No MI 0 1 0
6000245214 08/17/06 611 No MI 0 1 0
6000245279 08/09/06 599 No MI 0 1 0
6000245327 08/11/06 565 No MI 0 1 0
6000245386 08/08/06 610 No MI 0 1 0
6000245401 08/09/06 556 No MI 0 1 0
6000245431 08/07/06 593 No MI 0 1 0
6000245466 08/04/06 543 No MI 0 1 0
6000245485 08/08/06 627 No MI 0 1 0
6000245516 08/11/06 590 No MI 0 1 0
6000245534 08/07/06 520 No MI 0 1 0
6000245540 08/11/06 728 No MI 0 1 0
6000245547 08/10/06 583 No MI 0 1 0
6000245602 08/08/06 622 No MI 0 2 0
6000245617 08/11/06 556 No MI 0 1 0
6000245684 08/16/06 623 No MI 0 1 0
6000245715 08/10/06 664 No MI 0 1 0
6000245746 08/16/06 623 No MI 0 2 0
6000245841 08/10/06 506 No MI 0 1 0
6000245907 08/10/06 644 No MI 0 1 0
6000246010 08/10/06 644 No MI 0 2 0
6000246078 08/14/06 667 No MI 0 1 0
6000246080 08/14/06 640 No MI 0 1 0
6000246206 08/09/06 668 No MI 0 1 0
6000246584 08/10/06 565 No MI 0 1 0
6000246627 08/14/06 620 No MI 0 1 0
6000246647 08/14/06 643 No MI 0 1 0
6000246754 08/11/06 687 No MI 0 1 0
6000246797 08/18/06 664 No MI 0 1 0
6100229746 06/23/06 614 No MI 0 1 0
6100239386 07/27/06 665 No MI 0 1 0
7000001427 04/24/06 684 No MI 0 1 0
7000195312 04/05/06 557 No MI 0 1 0
7000197237 05/04/06 615 No MI 0 1 0
7000197602 06/27/06 615 No MI 0 2 0
7000197909 05/12/06 735 No MI 0 1 0
7000200544 06/12/06 656 No MI 0 1 0
7000201483 06/07/06 590 No MI 0 1 0
7000201672 05/10/06 589 No MI 0 1 0
7000201790 05/24/06 557 No MI 0 1 0
7000201960 05/18/06 588 No MI 0 1 0
7000201979 05/18/06 546 No MI 0 1 0
7000202005 05/17/06 630 No MI 0 1 0
7000202268 05/25/06 512 No MI 0 1 0
7000202411 05/09/06 520 No MI 0 1 0
7000203009 05/22/06 625 No MI 0 2 0
7000203581 06/23/06 649 No MI 0 1 0
7000203973 05/30/06 574 No MI 0 1 0
7000204153 05/22/06 576 No MI 0 1 0
7000204326 06/16/06 602 No MI 0 1 0
7000204387 06/12/06 663 No MI 0 1 0
7000204562 06/13/06 580 No MI 0 1 0
7000204701 06/06/06 651 No MI 0 1 0
7000204776 06/08/06 629 No MI 0 1 0
7000205054 06/12/06 558 No MI 0 1 0
7000205170 06/16/06 642 No MI 0 1 0
7000205277 06/26/06 566 No MI 0 1 0
7000205303 06/19/06 605 No MI 0 1 0
7000205306 06/16/06 512 No MI 0 1 0
7000205377 06/26/06 524 No MI 0 1 0
7000205433 06/06/06 591 No MI 0 1 0
7000205454 06/15/06 581 No MI 0 1 0
7000205573 07/13/06 522 No MI 0 1 0
7000205643 07/06/06 663 No MI 0 1 0
7000205669 07/12/06 556 No MI 0 1 0
7000205703 07/28/06 625 No MI 0 1 0
7000205740 06/19/06 662 No MI 0 1 0
7000205839 06/13/06 553 No MI 0 1 0
7000205925 06/23/06 600 No MI 0 1 0
7000205973 07/05/06 617 No MI 0 1 0
7000206041 06/14/06 581 No MI 0 1 0
7000206105 06/30/06 668 No MI 0 1 0
7000206121 06/08/06 703 No MI 0 1 0
7000206206 06/14/06 523 No MI 0 1 0
7000206297 06/19/06 659 No MI 0 1 0
7000206342 06/20/06 686 No MI 0 1 0
7000206365 06/16/06 568 No MI 0 1 0
7000206381 06/30/06 575 No MI 0 1 0
7000206450 07/07/06 624 No MI 0 1 0
7000206491 07/06/06 682 No MI 0 1 0
7000206517 07/05/06 554 No MI 0 1 0
7000206574 06/19/06 649 No MI 0 1 0
7000206609 06/19/06 652 No MI 0 1 0
7000206672 06/15/06 623 No MI 0 1 0
7000206680 06/20/06 583 No MI 0 1 0
7000206740 06/21/06 673 No MI 0 1 0
7000206787 06/21/06 631 No MI 0 1 0
7000206803 07/28/06 625 No MI 0 2 0
7000206832 06/26/06 525 No MI 0 1 0
7000206856 08/01/06 602 No MI 0 1 0
7000206968 06/23/06 515 No MI 0 1 0
7000206998 06/21/06 561 No MI 0 1 0
7000207059 06/19/06 652 No MI 0 2 0
7000207080 06/20/06 516 No MI 0 1 0
7000207125 06/27/06 585 No MI 0 1 0
7000207133 06/26/06 561 No MI 0 1 0
7000207148 06/21/06 672 No MI 0 1 0
7000207229 07/08/06 533 No MI 0 1 0
7000207303 07/18/06 606 No MI 0 1 0
7000207357 07/06/06 726 No MI 0 1 0
7000207386 07/14/06 570 No MI 0 1 0
7000207398 06/27/06 665 No MI 0 1 0
7000207484 06/26/06 527 No MI 0 1 0
7000207501 07/07/06 595 No MI 0 1 0
7000207777 07/26/06 610 No MI 0 1 0
7000207812 08/07/06 569 No MI 0 1 0
7000207830 06/26/06 615 No MI 0 1 0
7000207898 07/07/06 552 No MI 0 1 0
7000207899 06/23/06 589 No MI 0 1 0
7000207942 06/26/06 563 No MI 0 1 0
7000207969 06/26/06 575 No MI 0 1 0
7000207973 07/05/06 626 No MI 0 1 0
7000207983 06/26/06 592 No MI 0 1 0
7000207990 07/13/06 617 No MI 0 1 0
7000208067 07/12/06 656 No MI 0 1 0
7000208120 06/30/06 568 No MI 0 1 0
7000208176 06/29/06 586 No MI 0 1 0
7000208188 07/19/06 662 No MI 0 2 0
7000208217 07/21/06 563 No MI 0 1 0
7000208219 06/28/06 562 No MI 0 1 0
7000208306 06/29/06 654 No MI 0 1 0
7000208308 07/26/06 606 No MI 0 1 0
7000208314 06/28/06 577 No MI 0 1 0
7000208330 06/28/06 521 No MI 0 1 0
7000208355 07/11/06 554 No MI 0 1 0
7000208375 06/26/06 500 No MI 0 1 0
7000208396 07/06/06 561 No MI 0 1 0
7000208424 07/17/06 577 No MI 0 1 0
7000208425 07/20/06 531 No MI 0 1 0
7000208454 07/26/06 701 No MI 0 1 0
7000208468 07/05/06 586 No MI 0 1 0
7000208472 07/18/06 615 No MI 0 1 0
7000208534 07/31/06 647 No MI 0 1 0
7000208563 07/31/06 647 No MI 0 2 0
7000208568 07/26/06 521 No MI 0 1 0
7000208569 07/06/06 597 No MI 0 1 0
7000208587 07/11/06 527 No MI 0 1 0
7000208650 08/04/06 656 No MI 0 1 0
7000208669 07/11/06 639 No MI 0 1 0
7000208712 07/07/06 549 No MI 0 1 0
7000208731 07/11/06 639 No MI 0 2 0
7000208745 07/18/06 676 No MI 0 1 0
7000208779 07/12/06 552 No MI 0 1 0
7000208861 07/18/06 676 No MI 0 2 0
7000208877 07/12/06 626 No MI 0 1 0
7000208897 07/21/06 563 No MI 0 1 0
7000208925 08/04/06 591 No MI 0 1 0
7000208941 07/10/06 670 No MI 0 1 0
7000208942 07/06/06 612 No MI 0 1 0
7000208951 07/12/06 547 No MI 0 1 0
7000208976 07/19/06 538 No MI 0 1 0
7000208981 07/07/06 678 No MI 0 1 0
7000209014 08/08/06 553 No MI 0 1 0
7000209037 07/14/06 609 No MI 0 1 0
7000209051 07/10/06 550 No MI 0 1 0
7000209073 07/17/06 539 No MI 0 1 0
7000209101 07/24/06 514 No MI 0 1 0
7000209112 07/10/06 647 No MI 0 1 0
7000209134 07/10/06 554 No MI 0 1 0
7000209136 07/25/06 532 No MI 0 1 0
7000209172 08/11/06 595 No MI 0 1 0
7000209239 07/21/06 581 No MI 0 1 0
7000209245 07/11/06 735 No MI 0 1 0
7000209278 07/12/06 608 No MI 0 1 0
7000209280 07/13/06 776 No MI 0 1 0
7000209295 07/10/06 512 No MI 0 1 0
7000209367 07/10/06 599 No MI 0 1 0
7000209371 07/11/06 613 No MI 0 2 0
7000209376 07/28/06 661 No MI 0 1 0
7000209377 07/14/06 519 No MI 0 1 0
7000209437 07/28/06 507 No MI 0 1 0
7000209450 07/12/06 615 No MI 0 1 0
7000209451 07/20/06 667 No MI 0 1 0
7000209477 07/13/06 524 No MI 0 1 0
7000209483 07/27/06 695 No MI 0 1 0
7000209487 07/25/06 601 No MI 0 1 0
7000209511 07/12/06 659 No MI 0 1 0
7000209529 07/20/06 710 No MI 0 1 0
7000209532 07/11/06 662 No MI 0 1 0
7000209587 07/13/06 655 No MI 0 1 0
7000209595 07/20/06 554 No MI 0 1 0
7000209597 07/21/06 613 No MI 0 1 0
7000209600 07/20/06 667 No MI 0 2 0
7000209628 07/12/06 624 No MI 0 1 0
7000209656 07/11/06 662 No MI 0 2 0
7000209698 07/21/06 594 No MI 0 1 0
7000209706 07/25/06 590 No MI 0 1 0
7000209711 07/17/06 559 No MI 0 1 0
7000209740 07/21/06 613 No MI 0 2 0
7000209759 07/13/06 511 No MI 0 1 0
7000209761 07/14/06 573 No MI 0 1 0
7000209764 07/25/06 575 No MI 0 1 0
7000209780 07/28/06 635 No MI 0 1 0
7000209808 07/14/06 515 No MI 0 1 0
7000209818 07/17/06 774 No MI 0 1 0
7000209819 07/28/06 635 No MI 0 2 0
7000209855 07/15/06 617 No MI 0 1 0
7000209887 07/18/06 617 No MI 0 1 0
7000209920 07/21/06 602 No MI 0 1 0
7000209973 07/21/06 793 No MI 0 1 0
7000210003 07/18/06 617 No MI 0 2 0
7000210033 07/24/06 637 No MI 0 1 0
7000210045 07/20/06 513 No MI 0 1 0
7000210047 07/26/06 651 No MI 0 1 0
7000210048 07/24/06 652 No MI 0 1 0
7000210052 07/21/06 564 No MI 0 1 0
7000210058 07/31/06 630 No MI 0 1 0
7000210062 07/28/06 608 No MI 0 1 0
7000210073 07/24/06 637 No MI 0 2 0
7000210074 07/14/06 632 No MI 0 1 0
7000210084 07/19/06 588 No MI 0 1 0
7000210218 07/18/06 543 No MI 0 1 0
7000210227 07/21/06 602 No MI 0 2 0
7000210230 07/31/06 630 No MI 0 2 0
7000210248 07/26/06 773 No MI 0 1 0
7000210294 07/24/06 618 No MI 0 1 0
7000210325 07/24/06 664 No MI 0 1 0
7000210354 08/01/06 617 No MI 0 1 0
7000210364 07/31/06 519 No MI 0 1 0
7000210406 07/27/06 583 No MI 0 1 0
7000210440 07/25/06 534 No MI 0 1 0
7000210475 07/28/06 708 No MI 0 1 0
7000210565 07/28/06 557 No MI 0 1 0
7000210580 08/07/06 622 No MI 0 1 0
7000210619 08/02/06 567 No MI 0 1 0
7000210648 07/26/06 501 No MI 0 1 0
7000210655 07/20/06 501 No MI 0 1 0
7000210666 07/26/06 645 No MI 0 1 0
7000210692 08/04/06 603 No MI 0 1 0
7000210700 07/27/06 630 No MI 0 1 0
7000210732 08/08/06 565 No MI 0 1 0
7000210760 07/28/06 635 No MI 0 1 0
7000210775 07/19/06 608 No MI 0 1 0
7000210789 07/21/06 675 No MI 0 1 0
7000210796 07/21/06 589 No MI 0 1 0
7000210817 07/24/06 591 No MI 0 1 0
7000210837 07/27/06 630 No MI 0 2 0
7000210849 08/04/06 640 No MI 0 1 0
7000210876 07/25/06 639 No MI 0 1 0
7000210889 08/02/06 562 No MI 0 1 0
7000210940 07/26/06 651 No MI 0 1 0
7000210947 07/21/06 629 No MI 0 1 0
7000210949 07/26/06 621 No MI 0 1 0
7000211012 08/03/06 612 No MI 0 1 0
7000211085 07/26/06 648 No MI 0 2 0
7000211086 07/24/06 669 No MI 0 1 0
7000211116 07/26/06 684 No MI 0 1 0
7000211119 08/07/06 573 No MI 0 1 0
7000211134 07/26/06 651 No MI 0 2 0
7000211148 08/04/06 661 No MI 0 1 0
7000211169 07/21/06 609 No MI 0 1 0
7000211177 07/26/06 528 No MI 0 1 0
7000211192 08/07/06 612 No MI 0 2 0
7000211226 07/24/06 675 No MI 0 1 0
7000211237 08/08/06 605 No MI 0 1 0
7000211306 07/25/06 622 No MI 0 1 0
7000211308 08/07/06 567 No MI 0 1 0
7000211332 07/31/06 653 No MI 0 1 0
7000211342 08/04/06 592 No MI 0 1 0
7000211349 07/25/06 561 No MI 0 1 0
7000211382 07/28/06 615 No MI 0 1 0
7000211384 07/27/06 781 No MI 0 1 0
7000211385 08/04/06 603 No MI 0 2 0
7000211431 08/04/06 511 No MI 0 1 0
7000211433 08/04/06 565 No MI 0 1 0
7000211441 08/03/06 606 No MI 0 1 0
7000211460 07/28/06 602 No MI 0 1 0
7000211474 07/31/06 506 No MI 0 1 0
7000211519 07/27/06 528 No MI 0 1 0
7000211529 07/25/06 707 No MI 0 1 0
7000211539 07/26/06 670 No MI 0 1 0
7000211543 08/09/06 637 No MI 0 1 0
7000211569 07/25/06 707 No MI 0 2 0
7000211596 08/01/06 660 No MI 0 1 0
7000211597 08/04/06 551 No MI 0 1 0
7000211626 07/26/06 597 No MI 0 1 0
7000211670 08/04/06 696 No MI 0 1 0
7000211695 07/26/06 670 No MI 0 1 0
7000211716 08/02/06 621 No MI 0 1 0
7000211727 08/07/06 563 No MI 0 1 0
7000211735 08/03/06 580 No MI 0 1 0
7000211749 08/04/06 640 No MI 0 2 0
7000211833 07/31/06 669 No MI 0 1 0
7000211889 07/27/06 616 No MI 0 2 0
7000211895 08/01/06 540 No MI 0 1 0
7000211902 08/08/06 630 No MI 0 1 0
7000211908 08/01/06 664 No MI 0 1 0
7000211909 07/27/06 520 No MI 0 1 0
7000211914 08/01/06 641 No MI 0 1 0
7000211925 08/01/06 642 No MI 0 1 0
7000211972 08/07/06 586 No MI 0 1 0
7000211973 08/04/06 712 No MI 0 1 0
7000211976 08/02/06 629 No MI 0 1 0
7000211996 08/01/06 656 No MI 0 1 0
7000212050 08/01/06 796 No MI 0 1 0
7000212057 08/04/06 670 No MI 0 1 0
7000212065 08/01/06 664 No MI 0 2 0
7000212112 07/28/06 661 No MI 0 1 0
7000212134 08/07/06 526 No MI 0 1 0
7000212152 08/12/06 656 No MI 0 1 0
7000212165 08/09/06 628 No MI 0 2 0
7000212179 08/10/06 512 No MI 0 1 0
7000212200 08/04/06 697 No MI 0 1 0
7000212221 08/01/06 570 No MI 0 1 0
7000212273 08/11/06 505 No MI 0 1 0
7000212285 08/03/06 697 No MI 0 1 0
7000212414 08/04/06 670 No MI 0 2 0
7000212494 08/09/06 644 No MI 0 1 0
7000212508 08/04/06 673 No MI 0 1 0
7000212520 08/09/06 644 No MI 0 2 0
7000212532 08/03/06 685 No MI 0 1 0
7000212546 08/04/06 703 No MI 0 1 0
7000212560 08/07/06 646 No MI 0 1 0
7000212610 08/07/06 569 No MI 0 1 0
7000212643 08/14/06 575 No MI 0 1 0
7000212702 08/09/06 649 No MI 0 1 0
7000212717 08/04/06 601 No MI 0 1 0
7000212927 08/09/06 649 No MI 0 2 0
7000212950 08/14/06 665 No MI 0 1 0
7000213153 08/14/06 665 No MI 0 2 0
7000213201 08/10/06 556 No MI 0 1 0
7000213234 08/11/06 564 No MI 0 1 0
7000213288 08/11/06 626 No MI 0 1 0
7000213326 08/08/06 535 No MI 0 1 0
7000213330 08/09/06 528 No MI 0 1 0
7000213331 08/10/06 626 No MI 0 1 0
8000086871 06/09/06 574 No MI 0 1 0
8000088792 05/26/06 533 No MI 0 1 0
8000088810 05/12/06 608 No MI 0 1 0
8000088825 06/07/06 692 No MI 0 1 0
8000088935 05/31/06 542 No MI 0 1 0
8000089383 05/08/06 522 No MI 0 1 0
8000090167 05/18/06 579 No MI 0 1 0
8000090446 05/31/06 651 No MI 0 1 0
8000090706 05/22/06 580 No MI 0 1 0
8000090822 06/09/06 611 No MI 0 1 0
8000090883 05/18/06 629 No MI 0 1 0
8000091004 06/23/06 555 No MI 0 1 0
8000091457 05/19/06 603 No MI 0 1 0
8000091652 06/16/06 507 No MI 0 1 0
8000091675 07/05/06 532 No MI 0 1 0
8000091720 05/26/06 793 No MI 0 1 0
8000091784 05/25/06 578 No MI 0 1 0
8000091826 06/12/06 607 No MI 0 1 0
8000091831 07/21/06 631 No MI 0 1 0
8000091868 06/26/06 610 No MI 0 1 0
8000092235 07/13/06 669 No MI 0 1 0
8000092271 06/20/06 807 No MI 0 1 0
8000092366 06/09/06 563 No MI 0 1 0
8000092380 07/31/06 557 No MI 0 1 0
8000092404 05/26/06 583 No MI 0 1 0
8000092551 06/08/06 551 No MI 0 1 0
8000092726 07/24/06 629 No MI 0 1 0
8000092831 06/23/06 567 No MI 0 1 0
8000092921 06/12/06 621 No MI 0 1 0
8000093014 06/19/06 515 No MI 0 1 0
8000093066 06/13/06 575 No MI 0 1 0
8000093209 06/14/06 624 No MI 0 1 0
8000093290 06/23/06 511 No MI 0 1 0
8000093434 06/26/06 711 No MI 0 1 0
8000093472 06/14/06 560 No MI 0 1 0
8000093505 06/30/06 624 No MI 0 1 0
8000093507 07/13/06 783 No MI 0 1 0
8000093589 06/19/06 612 No MI 0 1 0
8000093609 07/27/06 565 No MI 0 1 0
8000093844 07/26/06 539 No MI 0 1 0
8000093942 08/04/06 579 No MI 0 1 0
8000093943 06/15/06 532 No MI 0 1 0
8000094024 06/13/06 609 No MI 0 1 0
8000094027 06/21/06 559 No MI 0 1 0
8000094049 07/06/06 579 No MI 0 1 0
8000094069 07/31/06 692 No MI 0 1 0
8000094111 06/26/06 562 No MI 0 1 0
8000094116 07/10/06 792 No MI 0 1 0
8000094130 07/17/06 518 No MI 0 1 0
8000094132 06/26/06 528 No MI 0 1 0
8000094184 07/18/06 695 No MI 0 1 0
8000094208 07/28/06 511 No MI 0 1 0
8000094237 07/12/06 517 No MI 0 1 0
8000094287 07/12/06 616 No MI 0 1 0
8000094293 06/26/06 620 No MI 0 1 0
8000094309 06/27/06 611 No MI 0 1 0
8000094410 07/14/06 531 No MI 0 1 0
8000094465 07/07/06 687 No MI 0 1 0
8000094473 08/01/06 504 No MI 0 1 0
8000094514 07/25/06 618 No MI 0 1 0
8000094560 06/30/06 558 No MI 0 1 0
8000094565 07/05/06 555 No MI 0 1 0
8000094591 08/14/06 521 No MI 0 1 0
8000094598 06/16/06 747 No MI 0 1 0
8000094605 07/25/06 618 No MI 0 2 0
8000094730 07/25/06 650 No MI 0 1 0
8000094775 07/11/06 547 No MI 0 1 0
8000094778 07/25/06 650 No MI 0 2 0
8000094802 07/28/06 584 No MI 0 1 0
8000094829 08/09/06 697 No MI 0 1 0
8000094838 08/01/06 664 No MI 0 1 0
8000094878 07/21/06 531 No MI 0 1 0
8000094885 06/28/06 531 No MI 0 1 0
8000094899 07/14/06 586 No MI 0 1 0
8000094900 06/28/06 622 No MI 0 1 0
8000094911 06/26/06 623 No MI 0 1 0
8000094954 06/26/06 545 No MI 0 1 0
8000094958 06/26/06 527 No MI 0 1 0
8000094959 06/26/06 525 No MI 0 1 0
8000094969 07/31/06 694 No MI 0 1 0
8000094971 06/30/06 662 No MI 0 1 0
8000095013 06/22/06 683 No MI 0 1 0
8000095096 07/25/06 511 No MI 0 1 0
8000095103 06/26/06 525 No MI 0 1 0
8000095133 07/05/06 575 No MI 0 1 0
8000095153 06/30/06 551 No MI 0 1 0
8000095184 07/31/06 661 No MI 0 1 0
8000095265 06/26/06 592 No MI 0 1 0
8000095295 07/20/06 616 No MI 0 1 0
8000095386 06/30/06 601 No MI 0 1 0
8000095436 07/07/06 666 No MI 0 1 0
8000095449 07/13/06 509 No MI 0 1 0
8000095454 07/18/06 514 No MI 0 1 0
8000095456 06/26/06 511 No MI 0 1 0
8000095482 06/27/06 648 No MI 0 1 0
8000095498 07/10/06 742 No MI 0 1 0
8000095524 07/13/06 564 No MI 0 1 0
8000095562 06/30/06 601 No MI 0 2 0
8000095595 06/29/06 517 No MI 0 1 0
8000095614 06/29/06 554 No MI 0 1 0
8000095619 07/10/06 554 No MI 0 1 0
8000095634 07/06/06 603 No MI 0 1 0
8000095640 08/07/06 508 No MI 0 1 0
8000095655 06/26/06 611 No MI 0 2 0
8000095679 07/12/06 639 No MI 0 1 0
8000095697 07/10/06 559 No MI 0 1 0
8000095728 07/31/06 702 No MI 0 1 0
8000095766 07/12/06 639 No MI 0 2 0
8000095785 07/14/06 635 No MI 0 1 0
8000095791 07/07/06 621 No MI 0 1 0
8000095822 06/30/06 632 No MI 0 1 0
8000095837 06/30/06 632 No MI 0 2 0
8000095843 07/05/06 603 No MI 0 1 0
8000095872 07/14/06 622 No MI 0 1 0
8000095904 07/13/06 554 No MI 0 1 0
8000095933 07/20/06 618 No MI 0 1 0
8000095947 07/31/06 749 No MI 0 2 0
8000095960 07/11/06 538 No MI 0 1 0
8000095984 07/11/06 540 No MI 0 1 0
8000095993 06/30/06 577 No MI 0 1 0
8000096008 07/12/06 658 No MI 0 1 0
8000096037 07/24/06 716 No MI 0 1 0
8000096046 07/06/06 654 No MI 0 1 0
8000096068 07/06/06 654 No MI 0 2 0
8000096102 08/01/06 687 No MI 0 1 0
8000096114 07/17/06 567 No MI 0 1 0
8000096119 07/20/06 503 No MI 0 1 0
8000096228 07/20/06 554 No MI 0 1 0
8000096230 07/20/06 557 No MI 0 1 0
8000096257 08/08/06 524 No MI 0 1 0
8000096266 07/12/06 605 No MI 0 1 0
8000096300 07/17/06 646 No MI 0 1 0
8000096314 08/11/06 641 No MI 0 1 0
8000096321 08/03/06 584 No MI 0 1 0
8000096376 07/27/06 581 No MI 0 1 0
8000096385 07/18/06 553 No MI 0 1 0
8000096397 07/14/06 560 No MI 0 1 0
8000096398 07/21/06 563 No MI 0 1 0
8000096423 08/04/06 504 No MI 0 1 0
8000096456 07/26/06 505 No MI 0 1 0
8000096457 07/28/06 566 No MI 0 1 0
8000096465 07/18/06 719 No MI 0 1 0
8000096475 08/11/06 537 No MI 0 1 0
8000096493 07/18/06 719 No MI 0 2 0
8000096531 07/31/06 613 No MI 0 1 0
8000096541 08/02/06 669 No MI 0 1 0
8000096543 07/20/06 656 No MI 0 1 0
8000096550 07/19/06 702 No MI 0 1 0
8000096570 07/17/06 628 No MI 0 1 0
8000096573 07/12/06 649 No MI 0 2 0
8000096592 07/19/06 665 No MI 0 1 0
8000096609 07/19/06 633 No MI 0 1 0
8000096619 07/27/06 718 No MI 0 1 0
8000096629 07/13/06 516 No MI 0 1 0
8000096633 08/01/06 618 No MI 0 1 0
8000096647 07/19/06 633 No MI 0 2 0
8000096658 07/18/06 530 No MI 0 1 0
8000096659 07/18/06 573 No MI 0 1 0
8000096700 08/08/06 564 No MI 0 1 0
8000096708 07/17/06 620 No MI 0 1 0
8000096719 08/07/06 526 No MI 0 1 0
8000096752 08/08/06 601 No MI 0 1 0
8000096766 07/25/06 508 No MI 0 1 0
8000096809 07/17/06 673 No MI 0 1 0
8000096815 07/24/06 513 No MI 0 1 0
8000096838 07/31/06 648 No MI 0 1 0
8000096881 07/20/06 680 No MI 0 1 0
8000096899 07/19/06 718 No MI 0 1 0
8000096903 07/21/06 617 No MI 0 1 0
8000096904 07/20/06 663 No MI 0 1 0
8000096907 07/25/06 704 No MI 0 1 0
8000096940 07/26/06 510 No MI 0 1 0
8000096956 07/31/06 648 No MI 0 2 0
8000096997 07/19/06 542 No MI 0 1 0
8000097007 07/26/06 561 No MI 0 1 0
8000097034 07/31/06 738 No MI 0 1 0
8000097047 07/24/06 661 No MI 0 1 0
8000097090 07/14/06 616 No MI 0 1 0
8000097107 07/24/06 542 No MI 0 1 0
8000097153 07/21/06 505 No MI 0 1 0
8000097178 07/21/06 569 No MI 0 1 0
8000097184 08/04/06 560 No MI 0 1 0
8000097215 08/07/06 715 No MI 0 1 0
8000097224 07/31/06 565 No MI 0 1 0
8000097233 07/28/06 581 No MI 0 1 0
8000097236 08/07/06 673 No MI 0 1 0
8000097248 08/09/06 549 No MI 0 1 0
8000097282 08/15/06 583 No MI 0 1 0
8000097310 07/28/06 622 No MI 0 1 0
8000097314 08/07/06 673 No MI 0 2 0
8000097327 07/27/06 511 No MI 0 1 0
8000097340 07/26/06 526 No MI 0 1 0
8000097346 07/27/06 581 No MI 0 1 0
8000097366 07/28/06 513 No MI 0 1 0
8000097373 07/19/06 513 No MI 0 1 0
8000097389 07/28/06 587 No MI 0 1 0
8000097392 07/26/06 652 No MI 0 1 0
8000097397 07/28/06 601 No MI 0 1 0
8000097422 08/04/06 690 No MI 0 1 0
8000097435 07/26/06 581 No MI 0 1 0
8000097521 08/07/06 591 No MI 0 1 0
8000097522 08/07/06 554 No MI 0 1 0
8000097529 07/25/06 538 No MI 0 1 0
8000097535 07/28/06 565 No MI 0 1 0
8000097585 07/21/06 542 No MI 0 1 0
8000097591 07/27/06 514 No MI 0 1 0
8000097601 07/27/06 595 No MI 0 1 0
8000097635 08/11/06 629 No MI 0 1 0
8000097637 07/21/06 507 No MI 0 1 0
8000097659 07/25/06 593 No MI 0 1 0
8000097669 08/08/06 630 No MI 0 1 0
8000097693 07/25/06 572 No MI 0 1 0
8000097741 08/02/06 566 No MI 0 1 0
8000097786 08/08/06 549 No MI 0 1 0
8000097794 08/17/06 625 No MI 0 1 0
8000097796 07/26/06 568 No MI 0 1 0
8000097817 07/26/06 569 No MI 0 1 0
8000097818 08/03/06 562 No MI 0 1 0
8000097885 08/01/06 612 No MI 0 1 0
8000097897 08/03/06 655 No MI 0 1 0
8000097910 08/02/06 537 No MI 0 1 0
8000097920 08/09/06 579 No MI 0 1 0
8000097940 08/08/06 553 No MI 0 1 0
8000097975 08/04/06 726 No MI 0 1 0
8000098044 07/26/06 540 No MI 0 1 0
8000098077 08/03/06 559 No MI 0 1 0
8000098093 07/31/06 508 No MI 0 1 0
8000098106 07/31/06 603 No MI 0 1 0
8000098117 08/03/06 688 No MI 0 1 0
8000098168 08/09/06 585 No MI 0 1 0
8000098232 07/28/06 699 No MI 0 1 0
8000098270 08/08/06 534 No MI 0 1 0
8000098301 08/10/06 714 No MI 0 1 0
8000098336 08/08/06 510 No MI 0 1 0
8000098356 08/10/06 603 No MI 0 1 0
8000098381 08/08/06 699 No MI 0 1 0
8000098388 08/03/06 590 No MI 0 1 0
8000098389 08/04/06 696 No MI 0 1 0
8000098393 08/04/06 670 No MI 0 1 0
8000098397 08/04/06 584 No MI 0 1 0
8000098402 08/11/06 511 No MI 0 1 0
8000098406 08/03/06 582 No MI 0 1 0
8000098464 08/09/06 516 No MI 0 1 0
8000098494 08/15/06 642 No MI 0 1 0
8000098539 08/08/06 691 No MI 0 1 0
8000098542 08/02/06 509 No MI 0 1 0
8000098557 08/11/06 670 No MI 0 1 0
8000098566 08/11/06 636 No MI 0 1 0
8000098581 08/04/06 611 No MI 0 1 0
8000098593 08/02/06 533 No MI 0 1 0
8000098602 08/04/06 611 No MI 0 2 0
8000098603 08/03/06 594 No MI 0 1 0
8000098608 08/03/06 666 No MI 0 1 0
8000098645 08/08/06 561 No MI 0 1 0
8000098667 08/02/06 674 No MI 0 1 0
8000098671 08/01/06 558 No MI 0 1 0
8000098690 08/03/06 643 No MI 0 1 0
8000098714 08/11/06 678 No MI 0 1 0
8000098723 08/09/06 646 No MI 0 1 0
8000098742 08/04/06 606 No MI 0 1 0
8000098760 08/11/06 700 No MI 0 1 0
8000098791 08/09/06 646 No MI 0 2 0
8000098804 08/07/06 516 No MI 0 1 0
8000098833 08/04/06 630 No MI 0 1 0
8000098838 08/11/06 637 No MI 0 1 0
8000098849 08/09/06 702 No MI 0 1 0
8000098863 08/08/06 590 No MI 0 1 0
8000098874 08/09/06 577 No MI 0 1 0
8000098877 08/10/06 675 No MI 0 1 0
8000098915 08/10/06 675 No MI 0 2 0
8000098917 08/08/06 578 No MI 0 1 0
8000098926 08/11/06 629 No MI 0 1 0
8000098946 08/10/06 574 No MI 0 1 0
8000098975 08/09/06 679 No MI 0 1 0
8000098981 08/08/06 673 No MI 0 1 0
8000098997 08/04/06 572 No MI 0 1 0
8000099000 08/09/06 679 No MI 0 2 0
8000099004 08/09/06 633 No MI 0 1 0
8000099049 08/09/06 611 No MI 0 1 0
8000099050 08/09/06 565 No MI 0 1 0
8000099101 08/04/06 737 No MI 0 1 0
8000099140 08/04/06 737 No MI 0 2 0
8000099173 08/04/06 616 No MI 0 1 0
8000099221 08/09/06 643 No MI 0 1 0
8000099319 08/14/06 645 No MI 0 1 0
8000099343 08/10/06 649 No MI 0 1 0
8000099682 08/11/06 639 No MI 0 1 0
8100092930 06/30/06 517 No MI 0 1 0
8100096226 07/21/06 560 No MI 0 1 0
8100097339 08/02/06 607 No MI 0 1 0
8100097464 08/08/06 547 No MI 0 1 0
1000002173 04/21/06 525 No MI 0 1 0
1000319855 05/30/06 544 No MI 0 1 0
1000321759 06/26/06 680 No MI 0 1 0
1000324564 08/24/06 636 No MI 0 1 0
1000324644 08/25/06 682 No MI 0 1 0
1000324670 08/18/06 562 No MI 0 1 0
3000047425 03/24/06 529 No MI 0 1 0
3000053242 05/04/06 554 No MI 0 1 0
3000101433 05/10/06 511 No MI 0 1 0
3000113313 06/22/06 589 No MI 0 1 0
3000114198 06/02/06 553 No MI 0 1 0
3000130666 05/22/06 653 No MI 0 1 0
3000138506 06/12/06 522 No MI 0 1 0
3000138540 06/23/06 750 No MI 0 1 0
3000140577 06/15/06 523 No MI 0 1 0
3000149406 06/26/06 516 No MI 0 1 0
3000164714 07/14/06 519 No MI 0 1 0
3000168650 06/14/06 525 No MI 0 1 0
3000170825 07/05/06 726 No MI 0 1 0
3000172199 06/16/06 648 No MI 0 1 0
3000174976 07/11/06 747 No MI 0 1 0
3000176239 07/10/06 720 No MI 0 1 0
3000178264 07/05/06 727 No MI 0 1 0
3000181496 06/21/06 650 No MI 0 1 0
3000184627 07/14/06 550 No MI 0 1 0
3000185786 07/06/06 700 No MI 0 1 0
3000189325 08/21/06 525 No MI 0 1 0
3000189826 07/06/06 607 No MI 0 1 0
3000190102 07/19/06 724 No MI 0 1 0
3000190340 07/24/06 612 No MI 0 1 0
3000191820 06/26/06 532 No MI 0 1 0
3000192683 07/07/06 575 No MI 0 1 0
3000193888 06/29/06 675 No MI 0 1 0
3000198565 07/31/06 544 No MI 0 1 0
3000201274 08/01/06 678 No MI 0 1 0
3000203163 08/04/06 632 No MI 0 1 0
3000203584 07/12/06 513 No MI 0 1 0
3000206623 07/12/06 548 No MI 0 1 0
3000206689 07/05/06 583 No MI 0 1 0
3000206861 08/08/06 663 No MI 0 2 0
3000210468 07/13/06 526 No MI 0 1 0
3000211631 07/19/06 500 No MI 0 1 0
3000213871 07/26/06 598 No MI 0 1 0
3000215098 08/14/06 677 No MI 0 1 0
3000215782 07/19/06 520 No MI 0 1 0
3000216179 08/03/06 590 No MI 0 1 0
3000216215 07/18/06 662 No MI 0 1 0
3000217831 07/12/06 521 No MI 0 1 0
3000217875 08/22/06 515 No MI 0 1 0
3000218217 07/14/06 650 No MI 0 1 0
3000219639 08/22/06 525 No MI 0 1 0
3000220108 07/14/06 529 No MI 0 1 0
3000220574 07/18/06 701 No MI 0 1 0
3000220676 07/20/06 529 No MI 0 1 0
3000221449 07/13/06 542 No MI 0 1 0
3000222656 07/27/06 590 No MI 0 1 0
3000223430 07/12/06 599 No MI 0 1 0
3000223760 07/15/06 564 No MI 0 1 0
3000225114 07/24/06 536 No MI 0 1 0
3000226035 07/20/06 519 No MI 0 1 0
3000226319 07/26/06 654 No MI 0 1 0
3000227036 07/19/06 712 No MI 0 1 0
3000227398 07/20/06 631 No MI 0 1 0
3000227742 08/01/06 533 No MI 0 1 0
3000227775 08/08/06 556 No MI 0 1 0
3000228550 07/26/06 642 No MI 0 1 0
3000229185 07/19/06 525 No MI 0 1 0
3000229254 07/28/06 620 No MI 0 1 0
3000229926 07/21/06 578 No MI 0 1 0
3000230930 08/11/06 683 No MI 0 1 0
3000231407 07/13/06 714 No MI 0 1 0
3000232044 07/26/06 620 No MI 0 1 0
3000234752 07/26/06 617 No MI 0 1 0
3000234843 08/07/06 514 No MI 0 1 0
3000235489 07/21/06 545 No MI 0 1 0
3000236004 07/21/06 532 No MI 0 1 0
3000236059 08/10/06 507 No MI 0 1 0
3000236732 07/26/06 537 No MI 0 1 0
3000237802 08/03/06 632 No MI 0 1 0
3000238927 07/19/06 511 No MI 0 1 0
3000239575 07/28/06 621 No MI 0 1 0
3000240191 08/09/06 652 No MI 0 1 0
3000240306 08/10/06 523 No MI 0 1 0
3000242466 08/05/06 648 No MI 0 1 0
3000242956 08/09/06 628 No MI 0 1 0
3000243332 08/02/06 588 No MI 0 1 0
3000243445 08/07/06 640 No MI 0 1 0
3000243456 08/07/06 640 No MI 0 2 0
3000244004 07/24/06 598 No MI 0 1 0
3000244140 07/19/06 551 No MI 0 1 0
3000244297 07/26/06 626 No MI 0 1 0
3000246142 07/28/06 523 No MI 0 1 0
3000246255 07/31/06 509 No MI 0 1 0
3000246448 07/25/06 513 No MI 0 1 0
3000246701 07/25/06 556 No MI 0 1 0
3000249292 07/24/06 658 No MI 0 1 0
3000250365 08/02/06 604 No MI 0 1 0
3000251629 07/25/06 664 No MI 0 1 0
3000251765 07/25/06 664 No MI 0 2 0
3000252904 07/31/06 764 No MI 0 1 0
3000252915 07/19/06 543 No MI 0 1 0
3000253040 07/27/06 506 No MI 0 1 0
3000253404 07/24/06 574 No MI 0 1 0
3000255428 07/27/06 577 No MI 0 1 0
3000255495 07/24/06 600 No MI 0 1 0
3000255576 08/04/06 690 No MI 0 1 0
3000255601 07/25/06 518 No MI 0 1 0
3000256258 07/21/06 521 No MI 0 1 0
3000256862 08/17/06 593 No MI 0 1 0
3000256986 07/26/06 565 No MI 0 1 0
3000257670 07/25/06 557 No MI 0 1 0
3000257965 08/02/06 551 No MI 0 1 0
3000258897 07/25/06 590 No MI 0 1 0
3000259397 08/25/06 512 No MI 0 1 0
3000259785 07/28/06 613 No MI 0 1 0
3000260539 07/26/06 542 No MI 0 1 0
3000260880 08/15/06 584 No MI 0 1 0
3000261994 07/26/06 584 No MI 0 1 0
3000262267 08/07/06 598 No MI 0 1 0
3000262461 07/25/06 713 No MI 0 1 0
3000262644 08/16/06 636 No MI 0 1 0
3000262995 08/16/06 625 No MI 0 1 0
3000264305 07/26/06 624 No MI 0 1 0
3000264500 08/03/06 666 No MI 0 1 0
3000264602 07/26/06 554 No MI 0 1 0
3000264884 08/07/06 619 No MI 0 1 0
3000264908 07/26/06 586 No MI 0 1 0
3000264997 07/24/06 612 No MI 0 2 0
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3000299022 08/15/06 525 No MI 0 1 0
3000299113 08/04/06 606 No MI 0 1 0
3000299523 08/11/06 649 No MI 0 1 0
3000299578 08/25/06 520 No MI 0 1 0
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3000301162 08/16/06 614 No MI 0 1 0
3000301479 08/22/06 645 No MI 0 2 0
3000301538 08/26/06 740 No MI 0 1 0
3000301618 08/14/06 702 No MI 0 1 0
3000301630 08/21/06 647 No MI 0 1 0
3000301641 08/26/06 740 No MI 0 2 0
3000301652 08/23/06 506 No MI 0 1 0
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3000310243 08/11/06 663 No MI 0 1 0
3000310298 08/25/06 597 No MI 0 1 0
3000310378 08/16/06 674 No MI 0 1 0
3000310390 08/16/06 674 No MI 0 2 0
3000310631 08/24/06 663 No MI 0 1 0
3000311482 08/11/06 517 No MI 0 1 0
3000311609 08/11/06 698 No MI 0 1 0
3000311745 08/22/06 652 No MI 0 1 0
3000312427 08/17/06 658 No MI 0 1 0
3000312508 08/17/06 669 No MI 0 1 0
3000312757 08/17/06 565 No MI 0 1 0
3000312882 08/25/06 594 No MI 0 1 0
3000312940 08/17/06 658 No MI 0 2 0
3000313086 08/18/06 569 No MI 0 1 0
3000313439 08/21/06 621 No MI 0 1 0
3000313747 08/25/06 576 No MI 0 1 0
3000313929 08/24/06 687 No MI 0 1 0
3000314566 08/11/06 656 No MI 0 1 0
3000315099 08/15/06 758 No MI 0 1 0
3000315204 08/18/06 648 No MI 0 1 0
3000315453 08/18/06 648 No MI 0 2 0
3000315534 08/15/06 660 No MI 0 1 0
3000315614 08/15/06 660 No MI 0 2 0
3000316329 08/30/06 647 No MI 0 1 0
3000316502 08/09/06 625 No MI 0 1 0
3000316557 08/09/06 762 No MI 0 1 0
3000316808 08/09/06 717 No MI 0 1 0
3000317228 08/22/06 657 No MI 0 1 0
3000317295 08/14/06 580 No MI 0 1 0
3000317342 08/18/06 620 No MI 0 1 0
3000317397 08/22/06 657 No MI 0 2 0
3000317865 08/17/06 648 No MI 0 1 0
3000318343 08/24/06 551 No MI 0 1 0
3000319048 08/17/06 635 No MI 0 1 0
3000319117 08/17/06 635 No MI 0 2 0
3000320096 08/11/06 633 No MI 0 1 0
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3000320303 08/09/06 636 No MI 0 1 0
3000320494 08/31/06 555 No MI 0 1 0
3000320779 08/10/06 529 No MI 0 1 0
3000320859 08/15/06 525 No MI 0 1 0
3000321462 08/18/06 569 No MI 0 1 0
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3000325035 08/14/06 604 No MI 0 1 0
3000325455 08/16/06 626 No MI 0 1 0
3000326571 08/22/06 602 No MI 0 1 0
3000326684 08/15/06 613 No MI 0 1 0
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3000327060 08/23/06 600 No MI 0 2 0
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3000328083 08/11/06 673 No MI 0 1 0
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3000328711 08/21/06 674 No MI 0 1 0
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3000330931 08/29/06 641 No MI 0 1 0
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3000331431 08/11/06 732 No MI 0 1 0
3000331603 08/11/06 732 No MI 0 2 0
3000331783 08/17/06 585 No MI 0 1 0
3000332125 08/17/06 515 No MI 0 1 0
3000332205 08/23/06 601 No MI 0 1 0
3000332557 08/14/06 593 No MI 0 1 0
3000333024 08/31/06 689 No MI 0 1 0
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3000334047 08/30/06 653 No MI 0 1 0
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3000334593 08/30/06 653 No MI 0 2 0
3000334913 08/31/06 619 No MI 0 1 0
3000335140 08/22/06 711 No MI 0 1 0
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3000335479 08/28/06 633 No MI 0 1 0
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3000336813 08/18/06 575 No MI 0 1 0
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3000337938 08/24/06 637 No MI 0 1 0
3000338096 08/15/06 638 No MI 0 1 0
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3000338289 08/21/06 712 No MI 0 1 0
3000338416 08/24/06 609 No MI 0 1 0
3000338438 08/24/06 609 No MI 0 2 0
3000338520 08/18/06 643 No MI 0 1 0
3000339064 08/23/06 514 No MI 0 1 0
3000339326 08/25/06 661 No MI 0 1 0
3000339495 08/25/06 661 No MI 0 2 0
3000340001 08/18/06 541 No MI 0 1 0
3000340318 08/22/06 604 No MI 0 1 0
3000340498 08/18/06 626 No MI 0 1 0
3000340784 08/23/06 557 No MI 0 1 0
3000341397 08/18/06 572 No MI 0 1 0
3000341934 08/23/06 615 No MI 0 1 0
3000342401 08/24/06 503 No MI 0 1 0
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3000343607 08/31/06 562 No MI 0 1 0
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3000344072 08/31/06 781 No MI 0 1 0
3000344528 08/18/06 644 No MI 0 1 0
3000344675 08/25/06 529 No MI 0 1 0
3000344777 08/22/06 578 No MI 0 1 0
3000345255 08/17/06 554 No MI 0 1 0
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3000346553 08/23/06 602 No MI 0 1 0
3000346564 08/17/06 611 No MI 0 1 0
3000346622 08/31/06 723 No MI 0 1 0
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3000346917 08/26/06 633 No MI 0 1 0
3000347042 08/17/06 578 No MI 0 1 0
3000347177 08/25/06 586 No MI 0 1 0
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3000348043 08/24/06 620 No MI 0 1 0
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3000354918 08/28/06 786 No MI 0 1 0
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3000355418 08/25/06 601 No MI 0 1 0
3000355511 08/23/06 596 No MI 0 1 0
3000355599 08/25/06 601 No MI 0 2 0
3000356033 08/23/06 536 No MI 0 1 0
3000356099 08/23/06 743 No MI 0 1 0
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3000357318 08/30/06 603 No MI 0 1 0
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3000360858 08/31/06 604 No MI 0 1 0
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3000361611 08/30/06 601 No MI 0 1 0
3000361702 08/30/06 601 No MI 0 2 0
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3000362451 08/23/06 611 No MI 0 1 0
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3000363964 08/24/06 603 No MI 0 1 0
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3000364328 08/30/06 640 No MI 0 2 0
3000364783 08/23/06 636 No MI 0 1 0
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3000366024 08/23/06 621 No MI 0 1 0
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3000366638 08/25/06 642 No MI 0 2 0
3000366741 08/22/06 542 No MI 0 1 0
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3000368048 08/23/06 705 No MI 0 1 0
3000368479 08/22/06 645 No MI 0 1 0
3000368550 08/26/06 685 No MI 0 1 0
3000369174 08/31/06 658 No MI 0 1 0
3000369287 08/25/06 631 No MI 0 1 0
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3000371986 08/25/06 671 No MI 0 1 0
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3000373078 08/25/06 570 No MI 0 1 0
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3000373944 08/31/06 702 No MI 0 1 0
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3000375445 08/28/06 653 No MI 0 1 0
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3000380362 08/30/06 580 No MI 0 1 0
3000380807 08/25/06 559 No MI 0 1 0
3000380863 08/25/06 587 No MI 0 1 0
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3000383069 08/31/06 601 No MI 0 2 0
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3000386095 08/25/06 571 No MI 0 1 0
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3000390525 08/30/06 571 No MI 0 1 0
3000390741 08/31/06 670 No MI 0 1 0
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3000392311 08/25/06 679 No MI 0 1 0
3000395030 08/31/06 643 No MI 0 1 0
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3000399557 08/28/06 563 No MI 0 1 0
3000399999 08/30/06 596 No MI 0 1 0
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3100205405 08/01/06 816 No MI 0 1 0
3100206747 08/08/06 663 No MI 0 1 0
3100279277 08/15/06 669 No MI 0 1 0
3100370188 08/25/06 501 No MI 0 1 0
5000215331 05/25/06 528 No MI 0 1 0
5000215558 05/17/06 667 No MI 0 1 0
5000217090 05/24/06 527 No MI 0 1 0
5000218021 05/25/06 622 No MI 0 1 0
5000219638 06/12/06 601 No MI 0 1 0
5000219810 06/21/06 655 No MI 0 1 0
5000219822 06/21/06 655 No MI 0 2 0
5000221661 06/07/06 501 No MI 0 1 0
5000221699 06/09/06 745 No MI 0 1 0
5000221728 06/16/06 650 No MI 0 1 0
5000222201 08/04/06 578 No MI 0 1 0
5000223350 06/27/06 506 No MI 0 1 0
5000223590 06/30/06 502 No MI 0 1 0
5000224056 07/13/06 602 No MI 0 1 0
5000224396 06/26/06 584 No MI 0 1 0
5000224533 06/30/06 646 No MI 0 1 0
5000225091 06/30/06 532 No MI 0 1 0
5000225383 07/12/06 688 No MI 0 1 0
5000225503 07/08/06 766 No MI 0 1 0
5000225565 07/17/06 640 No MI 0 1 0
5000225663 07/14/06 511 No MI 0 1 0
5000225697 08/10/06 538 No MI 0 1 0
5000225837 08/16/06 507 No MI 0 1 0
5000225902 08/15/06 679 No MI 0 1 0
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5000226787 08/18/06 514 No MI 0 1 0
5000226945 08/11/06 601 No MI 0 1 0
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5000227025 08/02/06 705 No MI 0 2 0
5000227062 08/11/06 674 No MI 0 1 0
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5000227168 08/16/06 783 No MI 0 1 0
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6000223444 05/11/06 509 No MI 0 1 0
6000224324 05/01/06 516 No MI 0 1 0
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6000230905 06/08/06 528 No MI 0 1 0
6000232433 05/26/06 711 No MI 0 1 0
6000232832 06/26/06 500 No MI 0 1 0
6000232947 06/16/06 670 No MI 0 1 0
6000233431 06/13/06 666 No MI 0 1 0
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6000242418 07/31/06 502 No MI 0 1 0
6000242420 08/25/06 694 No MI 0 1 0
6000242601 07/31/06 525 No MI 0 1 0
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6000242661 07/28/06 637 No MI 0 1 0
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6000243924 08/15/06 572 No MI 0 1 0
6000243936 08/11/06 540 No MI 0 1 0
6000243955 07/31/06 551 No MI 0 1 0
6000244249 08/29/06 574 No MI 0 1 0
6000244326 08/07/06 600 No MI 0 1 0
6000244369 08/04/06 660 No MI 0 1 0
6000244380 08/09/06 550 No MI 0 1 0
6000244425 08/22/06 635 No MI 0 1 0
6000244455 08/04/06 665 No MI 0 1 0
6000244534 08/03/06 708 No MI 0 1 0
6000244549 08/04/06 665 No MI 0 2 0
6000244562 08/03/06 715 No MI 0 1 0
6000244700 08/25/06 557 No MI 0 1 0
6000244750 08/14/06 715 No MI 0 2 0
6000244797 08/14/06 556 No MI 0 1 0
6000244834 08/16/06 609 No MI 0 1 0
6000244968 08/09/06 541 No MI 0 1 0
6000245057 08/15/06 579 No MI 0 1 0
6000245077 08/16/06 521 No MI 0 1 0
6000245120 08/17/06 680 No MI 0 1 0
6000245166 08/28/06 706 No MI 0 1 0
6000245237 08/15/06 558 No MI 0 1 0
6000245322 08/31/06 606 No MI 0 2 0
6000245337 08/23/06 622 No MI 0 1 0
6000245375 08/18/06 584 No MI 0 1 0
6000245496 08/10/06 584 No MI 0 1 0
6000245500 08/17/06 562 No MI 0 1 0
6000245504 08/31/06 609 No MI 0 1 0
6000245531 08/15/06 530 No MI 0 1 0
6000245657 08/25/06 577 No MI 0 1 0
6000245661 08/09/06 688 No MI 0 1 0
6000245666 08/10/06 651 No MI 0 1 0
6000245671 08/17/06 645 No MI 0 1 0
6000245682 08/10/06 578 No MI 0 1 0
6000245720 08/11/06 530 No MI 0 1 0
6000245751 08/10/06 640 No MI 0 1 0
6000245792 08/16/06 508 No MI 0 1 0
6000245793 08/28/06 718 No MI 0 1 0
6000245803 08/14/06 669 No MI 0 1 0
6000245871 08/28/06 718 No MI 0 2 0
6000245930 08/17/06 570 No MI 0 1 0
6000245935 08/11/06 666 No MI 0 1 0
6000245937 08/16/06 654 No MI 0 1 0
6000245960 08/23/06 566 No MI 0 1 0
6000245965 08/25/06 554 No MI 0 1 0
6000245982 08/17/06 666 No MI 0 1 0
6000245999 08/25/06 601 No MI 0 1 0
6000246042 08/22/06 547 No MI 0 1 0
6000246077 08/18/06 532 No MI 0 1 0
6000246101 08/11/06 634 No MI 0 1 0
6000246110 08/21/06 603 No MI 0 1 0
6000246132 08/17/06 703 No MI 0 1 0
6000246160 08/10/06 529 No MI 0 1 0
6000246161 08/30/06 565 No MI 0 1 0
6000246163 08/26/06 567 No MI 0 1 0
6000246189 08/21/06 809 No MI 0 1 0
6000246220 08/18/06 612 No MI 0 1 0
6000246282 08/17/06 607 No MI 0 1 0
6000246306 08/17/06 703 No MI 0 2 0
6000246318 08/25/06 528 No MI 0 1 0
6000246325 08/21/06 698 No MI 0 1 0
6000246338 08/24/06 500 No MI 0 1 0
6000246356 08/14/06 548 No MI 0 1 0
6000246379 08/21/06 809 No MI 0 2 0
6000246501 08/14/06 633 No MI 0 1 0
6000246555 08/15/06 610 No MI 0 1 0
6000246596 08/17/06 504 No MI 0 1 0
6000246621 08/15/06 610 No MI 0 2 0
6000246633 08/25/06 625 No MI 0 1 0
6000246639 08/15/06 643 No MI 0 1 0
6000246655 08/25/06 692 No MI 0 1 0
6000246656 08/21/06 580 No MI 0 1 0
6000246657 08/25/06 607 No MI 0 1 0
6000246738 08/18/06 695 No MI 0 1 0
6000246788 08/24/06 699 No MI 0 1 0
6000246792 08/18/06 556 No MI 0 1 0
6000246811 08/28/06 589 No MI 0 1 0
6000246836 08/21/06 573 No MI 0 1 0
6000246849 08/25/06 526 No MI 0 1 0
6000246872 08/24/06 553 No MI 0 1 0
6000246899 08/18/06 526 No MI 0 1 0
6000246936 08/21/06 533 No MI 0 1 0
6000246937 08/28/06 647 No MI 0 1 0
6000247090 08/21/06 538 No MI 0 1 0
6000247094 08/23/06 662 No MI 0 1 0
6000247118 08/22/06 602 No MI 0 1 0
6000247146 08/30/06 621 No MI 0 1 0
6000247175 08/18/06 517 No MI 0 1 0
6000247183 08/31/06 640 No MI 0 1 0
6000247369 08/22/06 566 No MI 0 1 0
6000247424 08/22/06 533 No MI 0 1 0
6000247436 08/28/06 531 No MI 0 1 0
6000247460 08/29/06 631 No MI 0 1 0
6000247480 08/17/06 505 No MI 0 1 0
6000247522 08/18/06 623 No MI 0 1 0
6000247569 08/23/06 592 No MI 0 1 0
6000247596 08/25/06 642 No MI 0 1 0
6000247610 08/24/06 623 No MI 0 1 0
6000247629 08/25/06 582 No MI 0 1 0
6000247652 08/31/06 710 No MI 0 1 0
6000247664 08/25/06 642 No MI 0 2 0
6000247670 08/21/06 543 No MI 0 1 0
6000247685 08/18/06 612 No MI 0 1 0
6000247745 08/24/06 538 No MI 0 1 0
6000247813 08/22/06 640 No MI 0 1 0
6000247840 08/25/06 542 No MI 0 1 0
6000247905 08/22/06 512 No MI 0 1 0
6000247973 08/24/06 607 No MI 0 1 0
6000247984 08/25/06 691 No MI 0 1 0
6000248010 08/24/06 541 No MI 0 1 0
6000248020 08/25/06 631 No MI 0 1 0
6000248023 08/22/06 606 No MI 0 1 0
6000248093 08/23/06 621 No MI 0 1 0
6000248094 08/18/06 543 No MI 0 1 0
6000248123 08/22/06 728 No MI 0 1 0
6000248132 08/24/06 604 No MI 0 2 0
6000248153 08/24/06 516 No MI 0 1 0
6000248170 08/31/06 511 No MI 0 1 0
6000248192 08/23/06 543 No MI 0 1 0
6000248194 08/22/06 553 No MI 0 1 0
6000248232 08/25/06 575 No MI 0 1 0
6000248270 08/24/06 539 No MI 0 1 0
6000248278 08/24/06 529 No MI 0 1 0
6000248297 08/31/06 603 No MI 0 1 0
6000248311 08/28/06 713 No MI 0 1 0
6000248312 08/29/06 565 No MI 0 1 0
6000248374 08/22/06 667 No MI 0 1 0
6000248395 08/25/06 577 No MI 0 1 0
6000248410 08/25/06 549 No MI 0 1 0
6000248411 08/22/06 667 No MI 0 2 0
6000248460 08/25/06 663 No MI 0 1 0
6000248479 08/25/06 523 No MI 0 1 0
6000248523 08/25/06 663 No MI 0 2 0
6000248524 08/31/06 603 No MI 0 2 0
6000248534 08/29/06 657 No MI 0 1 0
6000248552 08/23/06 670 No MI 0 1 0
6000248584 08/31/06 503 No MI 0 1 0
6000248695 08/25/06 650 No MI 0 1 0
6000248720 08/25/06 503 No MI 0 1 0
6000248783 08/25/06 650 No MI 0 2 0
6000248797 08/30/06 664 No MI 0 1 0
6000248841 08/30/06 628 No MI 0 1 0
6000248842 08/25/06 527 No MI 0 1 0
6000248844 08/25/06 501 No MI 0 1 0
6000248913 08/30/06 689 No MI 0 1 0
6000249000 08/30/06 689 No MI 0 2 0
6000249082 08/28/06 587 No MI 0 1 0
6000249176 08/28/06 629 No MI 0 1 0
6000249248 08/30/06 608 No MI 0 1 0
6000249605 09/06/06 616 No MI 0 1 0
6000249798 08/30/06 583 No MI 0 1 0
6000249799 08/31/06 516 No MI 0 1 0
6100242441 08/01/06 635 No MI 0 1 0
7000201652 06/21/06 517 No MI 0 1 0
7000201757 05/12/06 534 No MI 0 1 0
7000202259 05/25/06 535 No MI 0 1 0
7000202473 06/19/06 524 No MI 0 1 0
7000204390 05/25/06 580 No MI 0 1 0
7000204685 06/09/06 514 No MI 0 1 0
7000206013 06/14/06 621 No MI 0 1 0
7000206110 06/21/06 609 No MI 0 1 0
7000206708 06/15/06 672 No MI 0 1 0
7000206817 06/29/06 525 No MI 0 1 0
7000207063 07/06/06 626 No MI 0 1 0
7000207121 07/06/06 569 No MI 0 1 0
7000207837 06/23/06 607 No MI 0 1 0
7000207911 08/01/06 543 No MI 0 1 0
7000208101 07/13/06 519 No MI 0 1 0
7000208263 06/30/06 539 No MI 0 1 0
7000208582 07/21/06 719 No MI 0 1 0
7000208660 07/06/06 696 No MI 0 1 0
7000208992 07/24/06 755 No MI 0 1 0
7000209006 07/10/06 764 No MI 0 1 0
7000209207 07/20/06 535 No MI 0 1 0
7000209521 07/25/06 678 No MI 0 1 0
7000209540 08/09/06 598 No MI 0 1 0
7000209822 07/25/06 522 No MI 0 1 0
7000209875 08/15/06 552 No MI 0 1 0
7000209924 07/26/06 665 No MI 0 1 0
7000209959 07/14/06 723 No MI 0 1 0
7000209976 08/09/06 516 No MI 0 1 0
7000210060 07/24/06 651 No MI 0 1 0
7000210118 08/24/06 673 No MI 0 1 0
7000210153 08/21/06 716 No MI 0 1 0
7000210203 07/25/06 538 No MI 0 1 0
7000210206 07/26/06 790 No MI 0 1 0
7000210238 08/21/06 716 No MI 0 2 0
7000210261 07/14/06 777 No MI 0 1 0
7000210307 08/07/06 600 No MI 0 1 0
7000210665 08/02/06 646 No MI 0 1 0
7000210723 07/21/06 697 No MI 0 1 0
7000211013 07/25/06 646 No MI 0 1 0
7000211025 08/04/06 514 No MI 0 1 0
7000211068 07/26/06 611 No MI 0 1 0
7000211157 08/04/06 660 No MI 0 1 0
7000211312 08/17/06 579 No MI 0 1 0
7000211377 08/04/06 660 No MI 0 2 0
7000211381 08/09/06 689 No MI 0 1 0
7000211409 08/16/06 602 No MI 0 1 0
7000211446 08/01/06 650 No MI 0 1 0
7000211468 08/16/06 718 No MI 0 1 0
7000211564 08/15/06 635 No MI 0 1 0
7000211591 07/26/06 582 No MI 0 1 0
7000211628 08/01/06 681 No MI 0 1 0
7000211686 08/23/06 622 No MI 0 1 0
7000211693 08/04/06 778 No MI 0 1 0
7000211762 08/23/06 701 No MI 0 1 0
7000211853 08/11/06 631 No MI 0 1 0
7000211873 07/26/06 727 No MI 0 1 0
7000211879 08/16/06 532 No MI 0 1 0
7000211950 08/11/06 631 No MI 0 2 0
7000211951 08/04/06 724 No MI 0 1 0
7000211999 08/03/06 583 No MI 0 1 0
7000212013 08/08/06 630 No MI 0 1 0
7000212110 08/09/06 650 No MI 0 1 0
7000212185 08/02/06 674 No MI 0 1 0
7000212186 08/16/06 578 No MI 0 1 0
7000212192 08/04/06 656 No MI 0 1 0
7000212254 08/10/06 607 No MI 0 1 0
7000212275 08/16/06 633 No MI 0 1 0
7000212286 08/10/06 624 No MI 0 2 0
7000212291 08/14/06 570 No MI 0 1 0
7000212331 08/18/06 533 No MI 0 1 0
7000212354 08/11/06 535 No MI 0 1 0
7000212439 08/09/06 543 No MI 0 1 0
7000212528 08/18/06 619 No MI 0 1 0
7000212541 08/18/06 623 No MI 0 1 0
7000212558 08/17/06 634 No MI 0 1 0
7000212603 08/17/06 634 No MI 0 2 0
7000212754 08/07/06 715 No MI 0 1 0
7000212770 08/09/06 525 No MI 0 1 0
7000212772 08/15/06 572 No MI 0 1 0
7000212787 08/18/06 670 No MI 0 1 0
7000212819 08/07/06 725 No MI 0 1 0
7000212843 08/22/06 649 No MI 0 1 0
7000212944 08/17/06 559 No MI 0 1 0
7000213021 08/16/06 572 No MI 0 1 0
7000213154 08/22/06 649 No MI 0 2 0
7000213237 08/22/06 608 No MI 0 1 0
7000213305 08/25/06 543 No MI 0 1 0
7000213344 08/22/06 540 No MI 0 1 0
7000213354 08/14/06 623 No MI 0 1 0
7000213391 08/10/06 642 No MI 0 1 0
7000213449 08/17/06 528 No MI 0 1 0
7000213492 08/18/06 769 No MI 0 1 0
7000213536 08/11/06 642 No MI 0 1 0
7000213553 08/10/06 629 No MI 0 1 0
7000213609 08/17/06 552 No MI 0 1 0
7000213638 08/11/06 642 No MI 0 2 0
7000213682 08/11/06 595 No MI 0 1 0
7000213707 08/11/06 719 No MI 0 1 0
7000213742 08/10/06 682 No MI 0 1 0
7000213751 08/11/06 778 No MI 0 1 0
7000213774 08/21/06 676 No MI 0 1 0
7000213784 08/14/06 600 No MI 0 1 0
7000213793 08/25/06 646 No MI 0 1 0
7000213838 08/23/06 701 No MI 0 2 0
7000213885 08/21/06 676 No MI 0 2 0
7000213920 08/25/06 646 No MI 0 2 0
7000213926 08/15/06 610 No MI 0 1 0
7000213994 08/21/06 658 No MI 0 1 0
7000214088 08/17/06 521 No MI 0 1 0
7000214109 08/18/06 646 No MI 0 1 0
7000214165 08/21/06 651 No MI 0 1 0
7000214174 08/21/06 651 No MI 0 2 0
7000214227 08/24/06 561 No MI 0 1 0
7000214239 08/24/06 552 No MI 0 1 0
7000214254 08/21/06 675 No MI 0 1 0
7000214282 08/29/06 635 No MI 0 1 0
7000214284 08/21/06 675 No MI 0 2 0
7000214356 08/28/06 757 No MI 0 1 0
7000214359 08/25/06 635 No MI 0 2 0
7000214375 08/24/06 611 No MI 0 1 0
7000214442 08/22/06 532 No MI 0 1 0
7000214451 08/21/06 660 No MI 0 1 0
7000214534 08/25/06 610 No MI 0 1 0
7000214558 08/25/06 591 No MI 0 1 0
7000214573 08/23/06 646 No MI 0 1 0
7000214635 08/25/06 610 No MI 0 1 0
7000214775 08/30/06 575 No MI 0 1 0
7000214798 08/23/06 572 No MI 0 1 0
7000214835 08/31/06 740 No MI 0 1 0
8000089023 05/10/06 645 No MI 0 1 0
8000090366 07/01/06 544 No MI 0 1 0
8000090749 05/19/06 503 No MI 0 1 0
8000091240 05/25/06 705 No MI 0 1 0
8000091709 05/25/06 515 No MI 0 1 0
8000092668 05/31/06 510 No MI 0 1 0
8000093605 08/15/06 592 No MI 0 1 0
8000094020 07/12/06 665 No MI 0 1 0
8000094042 06/28/06 508 No MI 0 1 0
8000094413 08/10/06 591 No MI 0 1 0
8000094558 06/22/06 712 No MI 0 1 0
8000094636 06/22/06 548 No MI 0 1 0
8000094661 07/24/06 564 No MI 0 1 0
8000095408 07/25/06 641 No MI 0 1 0
8000095643 06/29/06 534 No MI 0 1 0
8000095799 07/18/06 731 No MI 0 1 0
8000095965 07/24/06 556 No MI 0 1 0
8000096019 07/26/06 699 No MI 0 1 0
8000096143 07/14/06 565 No MI 0 1 0
8000096400 08/21/06 683 No MI 0 1 0
8000096595 08/03/06 741 No MI 0 1 0
8000096706 07/17/06 724 No MI 0 1 0
8000096874 08/30/06 719 No MI 0 1 0
8000097003 08/30/06 719 No MI 0 2 0
8000097064 08/23/06 533 No MI 0 1 0
8000097146 07/28/06 502 No MI 0 1 0
8000097190 07/26/06 514 No MI 0 1 0
8000097463 08/25/06 646 No MI 0 1 0
8000097468 07/27/06 527 No MI 0 1 0
8000097605 08/25/06 646 No MI 0 2 0
8000097880 08/09/06 510 No MI 0 1 0
8000097955 07/31/06 658 No MI 0 1 0
8000097973 08/21/06 545 No MI 0 1 0
8000098028 08/24/06 543 No MI 0 1 0
8000098046 07/31/06 516 No MI 0 1 0
8000098052 08/16/06 602 No MI 0 1 0
8000098211 08/10/06 511 No MI 0 1 0
8000098260 08/15/06 699 No MI 0 1 0
8000098269 08/17/06 535 No MI 0 1 0
8000098298 08/25/06 587 No MI 0 1 0
8000098391 08/21/06 511 No MI 0 1 0
8000098477 08/11/06 525 No MI 0 1 0
8000098575 08/04/06 668 No MI 0 1 0
8000098577 08/09/06 627 No MI 0 1 0
8000098697 08/14/06 621 No MI 0 1 0
8000098737 08/29/06 520 No MI 0 1 0
8000098759 08/17/06 652 No MI 0 1 0
8000098775 08/09/06 733 No MI 0 1 0
8000098822 08/15/06 555 No MI 0 1 0
8000098872 08/11/06 524 No MI 0 1 0
8000098901 08/08/06 587 No MI 0 1 0
8000098956 08/11/06 700 No MI 0 1 0
8000098960 08/21/06 644 No MI 0 1 0
8000099022 08/31/06 628 No MI 0 2 0
8000099039 08/17/06 604 No MI 0 1 0
8000099058 08/09/06 647 No MI 0 1 0
8000099117 08/25/06 661 No MI 0 1 0
8000099125 08/09/06 647 No MI 0 2 0
8000099250 08/10/06 649 No MI 0 1 0
8000099278 08/26/06 684 No MI 0 1 0
8000099293 08/18/06 705 No MI 0 1 0
8000099298 08/18/06 688 No MI 0 1 0
8000099302 08/25/06 586 No MI 0 1 0
8000099367 08/25/06 660 No MI 0 1 0
8000099388 08/16/06 643 No MI 0 1 0
8000099393 08/16/06 637 No MI 0 1 0
8000099394 08/25/06 660 No MI 0 2 0
8000099399 08/14/06 645 No MI 0 1 0
8000099418 08/16/06 637 No MI 0 2 0
8000099458 08/18/06 705 No MI 0 2 0
8000099459 08/09/06 541 No MI 0 1 0
8000099518 08/24/06 695 No MI 0 1 0
8000099523 08/24/06 533 No MI 0 1 0
8000099530 08/22/06 639 No MI 0 1 0
8000099564 08/21/06 624 No MI 0 1 0
8000099580 08/15/06 611 No MI 0 1 0
8000099636 08/24/06 610 No MI 0 1 0
8000099637 08/24/06 610 No MI 0 2 0
8000099644 08/22/06 620 No MI 0 1 0
8000099697 08/23/06 606 No MI 0 1 0
8000099723 08/17/06 691 No MI 0 1 0
8000099745 08/30/06 525 No MI 0 1 0
8000099768 08/15/06 573 No MI 0 1 0
8000099803 08/17/06 621 No MI 0 1 0
8000099839 08/17/06 691 No MI 0 2 0
8000099852 08/24/06 557 No MI 0 1 0
8000099875 08/24/06 642 No MI 0 1 0
8000099912 08/22/06 639 No MI 0 2 0
8000099938 08/25/06 525 No MI 0 1 0
8000099946 08/25/06 669 No MI 0 1 0
8000099972 08/18/06 659 No MI 0 1 0
8000100021 08/30/06 679 No MI 0 1 0
8000100097 08/25/06 559 No MI 0 1 0
8000100119 08/18/06 613 No MI 0 1 0
8000100163 08/25/06 504 No MI 0 1 0
8000100241 08/25/06 683 No MI 0 1 0
8000100307 08/24/06 659 No MI 0 1 0
8000100316 08/31/06 570 No MI 0 1 0
8000100331 08/25/06 525 No MI 0 1 0
8000100352 08/31/06 626 No MI 0 1 0
8000100391 08/25/06 614 No MI 0 1 0
8000100430 08/21/06 618 No MI 0 1 0
8000100455 08/25/06 683 No MI 0 2 0
8000100456 08/21/06 624 No MI 0 2 0
8000100467 08/22/06 520 No MI 0 1 0
8000100471 08/25/06 614 No MI 0 2 0
8000100491 08/24/06 617 No MI 0 1 0
8000100509 08/25/06 654 No MI 0 1 0
8000100540 08/24/06 669 No MI 0 1 0
8000100542 08/23/06 624 No MI 0 1 0
8000100548 08/24/06 669 No MI 0 2 0
8000100593 08/25/06 672 No MI 0 1 0
8000100612 08/21/06 681 No MI 0 1 0
8000100658 09/05/06 643 No MI 0 1 0
8000100664 08/25/06 531 No MI 0 1 0
8000100746 08/24/06 513 No MI 0 1 0
8000100786 08/23/06 606 No MI 0 2 0
8000100791 08/24/06 571 No MI 0 1 0
8000100844 08/29/06 682 No MI 0 1 0
8000100867 09/05/06 643 No MI 0 2 0
8000100869 08/29/06 648 No MI 0 1 0
8000100873 08/25/06 521 No MI 0 1 0
8000100928 08/28/06 671 No MI 0 1 0
8000100937 08/30/06 627 No MI 0 1 0
8000101007 08/25/06 557 No MI 0 1 0
8000101025 08/31/06 525 No MI 0 1 0
8000101029 08/25/06 633 No MI 0 1 0
8000101035 08/29/06 568 No MI 0 1 0
8000101036 08/31/06 649 No MI 0 1 0
8000101121 08/31/06 657 No MI 0 1 0
8000101158 08/30/06 512 No MI 0 1 0
8000101275 08/31/06 657 No MI 0 2 0
8000101305 08/29/06 607 No MI 0 1 0
8000101337 08/29/06 607 No MI 0 2 0
8000101375 08/31/06 587 No MI 0 1 0
8000101451 08/31/06 606 No MI 0 1 0
8000101502 08/29/06 648 No MI 0 2 0
8000101715 08/31/06 586 No MI 0 1 0
8000101838 09/01/06 623 No MI 0 1 0
1000314633 05/02/06 719 No MI 0 1 0
1000316633 05/04/06 626 No MI 0 1 0
1000317174 05/04/06 649 No MI 0 1 0
1000317297 05/11/06 627 No MI 0 1 0
1000317346 05/11/06 627 No MI 0 2 0
1000317376 05/04/06 649 No MI 0 2 0
1000318279 05/01/06 612 No MI 0 1 0
1000318808 05/19/06 527 No MI 0 1 0
1000319015 05/01/06 688 No MI 0 1 0
1000319068 05/25/06 635 No MI 0 1 0
1000319481 06/20/06 615 No MI 0 1 0
1000319807 05/01/06 688 No MI 0 2 0
1000320382 05/24/06 693 No MI 0 1 0
1000320441 05/24/06 693 No MI 0 2 0
1000320644 06/13/06 655 No MI 0 1 0
1000320646 06/13/06 655 No MI 0 2 0
1000320844 05/18/06 581 No MI 0 1 0
1000321338 06/13/06 557 No MI 0 1 0
1000321627 06/20/06 615 No MI 0 2 0
1000321733 05/15/06 540 No MI 0 1 0
1000321858 06/01/06 715 No MI 0 1 0
1000322074 06/19/06 660 No MI 0 1 0
1000322132 05/17/06 611 No MI 0 1 0
1000322144 05/19/06 552 No MI 0 1 0
1000322208 05/23/06 609 No MI 0 1 0
1000322322 06/07/06 736 No MI 0 1 0
1000322478 06/19/06 581 No MI 0 1 0
1000322565 05/23/06 699 No MI 0 2 0
1000322802 06/26/06 581 No MI 0 1 0
1000322872 06/08/06 775 No MI 0 1 0
1000322905 06/07/06 724 No MI 0 1 0
1000322998 05/25/06 698 No MI 0 1 0
1000323031 05/26/06 568 No MI 0 1 0
1000323203 05/25/06 698 No MI 0 2 0
1000323264 05/31/06 552 No MI 0 1 0
1000323343 05/26/06 712 No MI 0 1 0
1000323502 05/25/06 627 No MI 0 1 0
1000323532 05/25/06 523 No MI 0 1 0
1000323548 06/13/06 651 No MI 0 1 0
1000323760 06/08/06 592 No MI 0 1 0
1000323762 05/25/06 627 No MI 0 2 0
1000323817 06/07/06 604 No MI 0 1 0
1000323919 07/14/06 622 No MI 0 1 0
1000323920 06/01/06 699 No MI 0 1 0
1000323991 06/05/06 633 No MI 0 1 0
1000324201 06/22/06 706 No MI 0 1 0
1000324237 06/02/06 644 No MI 0 1 0
1000324246 06/05/06 633 No MI 0 2 0
1000324257 06/26/06 556 No MI 0 1 0
1000324269 06/15/06 655 No MI 0 1 0
1000324287 06/02/06 644 No MI 0 2 0
1000324304 06/15/06 655 No MI 0 2 0
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3000020947 03/10/06 639 No MI 0 1 0
3000021528 03/10/06 639 No MI 0 2 0
3000024111 03/14/06 648 No MI 0 1 0
3000050580 03/31/06 722 No MI 0 1 0
3000062209 03/27/06 686 No MI 0 1 0
3000062334 03/27/06 686 No MI 0 2 0
3000079572 04/04/06 673 No MI 0 1 0
3000090430 04/20/06 667 No MI 0 2 0
3000090522 04/13/06 717 No MI 0 1 0
3000102775 05/01/06 707 No MI 0 1 0
3000103721 05/19/06 706 No MI 0 1 0
3000104061 05/08/06 737 No MI 0 1 0
3000105482 05/16/06 713 No MI 0 1 0
3000105938 05/16/06 696 No MI 0 2 0
3000108372 05/24/06 585 No MI 0 1 0
3000113596 05/19/06 528 No MI 0 1 0
3000114121 06/09/06 729 No MI 0 1 0
3000115177 05/12/06 709 No MI 0 1 0
3000116679 05/26/06 602 No MI 0 1 0
3000116771 05/30/06 755 No MI 0 1 0
3000116782 06/09/06 732 No MI 0 1 0
3000117590 05/19/06 631 No MI 0 1 0
3000117692 05/19/06 631 No MI 0 2 0
3000127104 06/02/06 754 No MI 0 1 0
3000128811 05/25/06 644 No MI 0 2 0
3000129516 05/26/06 705 No MI 0 1 0
3000130289 06/14/06 601 No MI 0 1 0
3000135455 06/30/06 606 No MI 0 1 0
3000135810 06/12/06 726 No MI 0 1 0
3000138686 07/06/06 629 No MI 0 1 0
3000140043 06/02/06 669 No MI 0 1 0
3000140190 06/07/06 640 No MI 0 1 0
3000141589 06/08/06 637 No MI 0 1 0
3000141603 06/08/06 637 No MI 0 2 0
3000143400 07/19/06 555 No MI 0 1 0
3000144058 06/14/06 593 No MI 0 1 0
3000144116 06/15/06 728 No MI 0 1 0
3000146118 06/06/06 589 No MI 0 1 0
3000147869 06/13/06 675 No MI 0 1 0
3000148688 06/06/06 589 No MI 0 2 0
3000149623 06/14/06 585 No MI 0 1 0
3000150810 06/15/06 660 No MI 0 1 0
3000150956 06/15/06 660 No MI 0 2 0
3000152093 06/20/06 604 No MI 0 2 0
3000152446 06/23/06 586 No MI 0 1 0
3000152549 06/23/06 586 No MI 0 2 0
3000152936 07/14/06 645 No MI 0 1 0
3000153061 07/14/06 645 No MI 0 2 0
3000156816 06/12/06 638 No MI 0 1 0
3000156930 07/05/06 615 No MI 0 1 0
3000157098 07/05/06 615 No MI 0 2 0
3000157496 06/30/06 639 No MI 0 1 0
3000160366 06/23/06 647 No MI 0 1 0
3000160823 06/16/06 753 No MI 0 1 0
3000161130 06/20/06 716 No MI 0 1 0
3000161301 06/22/06 698 No MI 0 1 0
3000161700 06/20/06 521 No MI 0 1 0
3000162324 06/22/06 698 No MI 0 2 0
3000162563 06/13/06 769 No MI 0 1 0
3000162632 06/23/06 754 No MI 0 1 0
3000163438 07/11/06 602 No MI 0 1 0
3000163531 07/11/06 602 No MI 0 2 0
3000166077 06/20/06 653 No MI 0 1 0
3000166863 07/31/06 585 No MI 0 1 0
3000167056 06/20/06 569 No MI 0 1 0
3000168649 06/16/06 709 No MI 0 1 0
3000168707 07/11/06 683 No MI 0 1 0
3000168810 07/11/06 683 No MI 0 2 0
3000169207 06/27/06 712 No MI 0 1 0
3000169296 06/23/06 617 No MI 0 1 0
3000170368 06/22/06 709 No MI 0 1 0
3000172440 06/22/06 640 No MI 0 1 0
3000172941 07/20/06 570 No MI 0 1 0
3000173760 06/21/06 602 No MI 0 1 0
3000173793 06/20/06 594 No MI 0 1 0
3000173806 06/21/06 602 No MI 0 2 0
3000174317 06/20/06 613 No MI 0 1 0
3000174681 06/20/06 613 No MI 0 2 0
3000175136 07/12/06 694 No MI 0 1 0
3000175158 07/12/06 694 No MI 0 2 0
3000175682 06/21/06 698 No MI 0 1 0
3000176024 07/18/06 661 No MI 0 1 0
3000176091 07/18/06 661 No MI 0 2 0
3000176865 07/20/06 576 No MI 0 1 0
3000177365 06/21/06 661 No MI 0 1 0
3000177445 06/22/06 725 No MI 0 1 0
3000177559 06/22/06 725 No MI 0 2 0
3000177899 08/07/06 682 No MI 0 2 0
3000179094 06/21/06 585 No MI 0 1 0
3000179517 06/28/06 602 No MI 0 1 0
3000179664 06/22/06 577 No MI 0 1 0
3000181668 07/05/06 595 No MI 0 1 0
3000181691 07/14/06 607 No MI 0 1 0
3000181793 07/14/06 607 No MI 0 2 0
3000182497 06/22/06 549 No MI 0 1 0
3000183192 06/28/06 596 No MI 0 1 0
3000185548 08/01/06 627 No MI 0 1 0
3000185775 08/01/06 627 No MI 0 2 0
3000186140 06/23/06 718 No MI 0 1 0
3000186275 06/23/06 560 No MI 0 1 0
3000186355 07/01/06 607 No MI 0 1 0
3000186435 07/12/06 555 No MI 0 1 0
3000186663 07/12/06 554 No MI 0 1 0
3000187005 07/06/06 599 No MI 0 1 0
3000187458 07/07/06 634 No MI 0 2 0
3000187470 07/05/06 660 No MI 0 1 0
3000187492 07/07/06 617 No MI 0 1 0
3000187802 06/29/06 634 No MI 0 1 0
3000188073 06/23/06 573 No MI 0 1 0
3000188701 06/28/06 608 No MI 0 1 0
3000189110 07/05/06 715 No MI 0 1 0
3000189622 07/27/06 615 No MI 0 1 0
3000189848 08/11/06 652 No MI 0 1 0
3000190000 08/11/06 652 No MI 0 2 0
3000191831 07/07/06 513 No MI 0 1 0
3000192353 06/30/06 683 No MI 0 1 0
3000192832 07/07/06 617 No MI 0 2 0
3000194480 07/18/06 540 No MI 0 1 0
3000194710 07/07/06 648 No MI 0 1 0
3000195141 06/30/06 654 No MI 0 1 0
3000195301 06/30/06 654 No MI 0 2 0
3000195345 07/05/06 686 No MI 0 1 0
3000195390 07/07/06 648 No MI 0 2 0
3000195686 06/30/06 552 No MI 0 1 0
3000196211 07/10/06 583 No MI 0 1 0
3000197234 07/12/06 614 No MI 0 1 0
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3000197564 06/30/06 716 No MI 0 1 0
3000197622 07/10/06 616 No MI 0 2 0
3000197688 06/30/06 559 No MI 0 1 0
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3000198634 07/12/06 602 No MI 0 1 0
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3000199021 08/09/06 680 No MI 0 1 0
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3000199500 07/06/06 612 No MI 0 1 0
3000199544 06/30/06 730 No MI 0 1 0
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3000199828 06/30/06 604 No MI 0 2 0
3000199931 07/06/06 668 No MI 0 1 0
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3000210480 07/18/06 523 No MI 0 1 0
3000210572 07/27/06 703 No MI 0 1 0
3000210583 07/06/06 671 No MI 0 1 0
3000210629 07/27/06 703 No MI 0 2 0
3000210776 07/06/06 671 No MI 0 2 0
3000211185 07/17/06 575 No MI 0 1 0
3000211389 08/08/06 555 No MI 0 1 0
3000211595 07/31/06 660 No MI 0 1 0
3000211766 07/31/06 660 No MI 0 2 0
3000212108 07/18/06 718 No MI 0 1 0
3000212530 07/21/06 669 No MI 0 1 0
3000212778 07/10/06 574 No MI 0 1 0
3000212983 08/04/06 599 No MI 0 1 0
3000213644 07/28/06 646 No MI 0 1 0
3000213702 08/07/06 572 No MI 0 1 0
3000214827 07/07/06 747 No MI 0 1 0
3000214850 07/10/06 669 No MI 0 1 0
3000215646 07/27/06 607 No MI 0 1 0
3000215691 07/17/06 657 No MI 0 1 0
3000215793 07/28/06 696 No MI 0 1 0
3000215895 07/28/06 646 No MI 0 2 0
3000215919 07/17/06 657 No MI 0 2 0
3000215920 07/21/06 640 No MI 0 1 0
3000215964 07/28/06 696 No MI 0 2 0
3000216248 07/13/06 511 No MI 0 1 0
3000216373 07/13/06 736 No MI 0 1 0
3000216453 07/21/06 707 No MI 0 1 0
3000216512 07/21/06 707 No MI 0 2 0
3000216750 07/10/06 616 No MI 0 1 0
3000217283 07/10/06 616 No MI 0 2 0
3000217352 07/31/06 672 No MI 0 1 0
3000217410 07/10/06 581 No MI 0 1 0
3000217740 07/20/06 630 No MI 0 1 0
3000218182 07/14/06 639 No MI 0 1 0
3000218411 08/10/06 670 No MI 0 2 0
3000218525 08/09/06 680 No MI 0 2 0
3000218650 08/04/06 683 No MI 0 1 0
3000218661 07/14/06 639 No MI 0 2 0
3000218718 08/04/06 683 No MI 0 2 0
3000219309 07/13/06 736 No MI 0 2 0
3000219365 07/26/06 744 No MI 0 1 0
3000219537 07/12/06 663 No MI 0 1 0
3000219628 08/07/06 591 No MI 0 1 0
3000219775 07/12/06 663 No MI 0 2 0
3000219957 07/10/06 609 No MI 0 1 0
3000219980 07/31/06 670 No MI 0 1 0
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3000220244 07/14/06 581 No MI 0 1 0
3000220380 07/10/06 605 No MI 0 1 0
3000220448 07/31/06 700 No MI 0 1 0
3000220610 07/17/06 614 No MI 0 1 0
3000220734 07/10/06 605 No MI 0 2 0
3000220756 07/17/06 614 No MI 0 2 0
3000220938 07/12/06 647 No MI 0 1 0
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3000221586 07/27/06 632 No MI 0 1 0
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3000221600 07/27/06 632 No MI 0 2 0
3000221860 07/14/06 507 No MI 0 1 0
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3000222678 07/27/06 630 No MI 0 1 0
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3000223316 07/31/06 566 No MI 0 1 0
3000223350 07/27/06 605 No MI 0 1 0
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3000223931 07/18/06 566 No MI 0 1 0
3000223975 08/03/06 661 No MI 0 2 0
3000224000 08/02/06 687 No MI 0 1 0
3000224088 07/13/06 582 No MI 0 1 0
3000224113 08/02/06 687 No MI 0 2 0
3000224317 07/28/06 663 No MI 0 1 0
3000224431 07/28/06 663 No MI 0 2 0
3000224512 07/18/06 666 No MI 0 1 0
3000224545 07/18/06 666 No MI 0 2 0
3000224669 07/13/06 590 No MI 0 1 0
3000224749 08/11/06 693 No MI 0 1 0
3000224910 07/13/06 715 No MI 0 1 0
3000225012 08/01/06 691 No MI 0 1 0
3000225089 07/17/06 594 No MI 0 1 0
3000225090 08/01/06 691 No MI 0 2 0
3000225454 07/21/06 717 No MI 0 1 0
3000225502 07/17/06 657 No MI 0 1 0
3000225557 07/21/06 717 No MI 0 2 0
3000225615 07/17/06 657 No MI 0 2 0
3000225897 07/21/06 568 No MI 0 1 0
3000225911 07/21/06 592 No MI 0 1 0
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3000230019 08/08/06 608 No MI 0 1 0
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3000230280 07/19/06 581 No MI 0 1 0
3000230348 07/31/06 701 No MI 0 1 0
3000230417 07/31/06 701 No MI 0 2 0
3000230598 08/02/06 636 No MI 0 1 0
3000230849 07/28/06 685 No MI 0 1 0
3000230872 07/20/06 678 No MI 0 2 0
3000230941 08/01/06 678 No MI 0 1 0
3000230952 07/14/06 625 No MI 0 1 0
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3000231522 07/14/06 588 No MI 0 1 0
3000232102 07/19/06 683 No MI 0 1 0
3000232113 07/12/06 613 No MI 0 1 0
3000232237 08/01/06 759 No MI 0 1 0
3000232259 07/19/06 683 No MI 0 2 0
3000232512 08/08/06 685 No MI 0 1 0
3000232534 08/09/06 554 No MI 0 1 0
3000232589 08/08/06 643 No MI 0 2 0
3000232692 08/08/06 685 No MI 0 2 0
3000232705 07/19/06 685 No MI 0 1 0
3000232749 07/21/06 618 No MI 0 1 0
3000232750 07/18/06 619 No MI 0 1 0
3000233272 07/28/06 660 No MI 0 1 0
3000233283 07/17/06 524 No MI 0 1 0
3000233421 07/28/06 660 No MI 0 2 0
3000233615 07/20/06 677 No MI 0 1 0
3000233897 07/20/06 677 No MI 0 2 0
3000234898 07/19/06 610 No MI 0 1 0
3000235194 07/26/06 509 No MI 0 1 0
3000235467 07/31/06 604 No MI 0 1 0
3000235628 07/31/06 604 No MI 0 2 0
3000236140 07/17/06 695 No MI 0 1 0
3000236446 07/14/06 582 No MI 0 1 0
3000236479 07/19/06 605 No MI 0 1 0
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3000236801 07/27/06 603 No MI 0 1 0
3000236812 08/04/06 754 No MI 0 1 0
3000236925 07/31/06 709 No MI 0 1 0
3000236947 07/27/06 603 No MI 0 2 0
3000237016 07/31/06 709 No MI 0 2 0
3000237210 07/19/06 555 No MI 0 1 0
3000237414 08/14/06 713 No MI 0 1 0
3000237642 07/20/06 656 No MI 0 1 0
3000237744 07/20/06 656 No MI 0 2 0
3000237777 07/17/06 633 No MI 0 1 0
3000237904 07/28/06 653 No MI 0 1 0
3000238028 08/04/06 593 No MI 0 1 0
3000238095 07/17/06 633 No MI 0 2 0
3000238142 07/20/06 705 No MI 0 1 0
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3000239052 07/28/06 683 No MI 0 1 0
3000239303 07/25/06 645 No MI 0 1 0
3000239325 07/31/06 687 No MI 0 1 0
3000239381 07/25/06 645 No MI 0 2 0
3000239405 07/31/06 687 No MI 0 2 0
3000239542 08/01/06 691 No MI 0 1 0
3000239622 08/01/06 691 No MI 0 2 0
3000239688 07/20/06 597 No MI 0 1 0
3000239791 07/20/06 604 No MI 0 2 0
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3000242503 07/24/06 573 No MI 0 1 0
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3000243398 07/19/06 637 No MI 0 2 0
3000243742 07/27/06 617 No MI 0 1 0
3000243764 08/03/06 556 No MI 0 1 0
3000243775 08/16/06 645 No MI 0 1 0
3000243902 08/09/06 621 No MI 0 1 0
3000244082 07/31/06 674 No MI 0 2 0
3000244220 07/27/06 618 No MI 0 1 0
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3000244561 07/27/06 618 No MI 0 2 0
3000244710 08/09/06 654 No MI 0 1 0
3000244845 08/09/06 654 No MI 0 2 0
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3000245232 08/09/06 684 No MI 0 1 0
3000245301 08/09/06 684 No MI 0 2 0
3000245436 07/28/06 683 No MI 0 1 0
3000245744 08/04/06 706 No MI 0 1 0
3000245824 08/04/06 706 No MI 0 2 0
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3000264407 08/01/06 645 No MI 0 1 0
3000264759 08/01/06 645 No MI 0 2 0
3000264931 08/03/06 600 No MI 0 1 0
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3000267718 08/03/06 605 No MI 0 1 0
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3000269969 08/04/06 697 No MI 0 1 0
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3000273749 08/02/06 680 No MI 0 2 0
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3000274502 08/11/06 683 No MI 0 1 0
3000274535 07/26/06 653 No MI 0 1 0
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3000274579 07/26/06 652 No MI 0 2 0
3000274740 07/31/06 661 No MI 0 1 0
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3000274784 07/31/06 557 No MI 0 1 0
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3000274922 08/02/06 646 No MI 0 1 0
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3000279541 07/27/06 629 No MI 0 2 0
3000279585 08/01/06 556 No MI 0 1 0
3000279950 07/28/06 660 No MI 0 1 0
3000280065 07/28/06 681 No MI 0 1 0
3000280203 07/31/06 683 No MI 0 1 0
3000280225 07/28/06 681 No MI 0 2 0
3000280292 07/31/06 683 No MI 0 2 0
3000280496 07/27/06 697 No MI 0 1 0
3000280668 07/27/06 697 No MI 0 2 0
3000280908 08/01/06 603 No MI 0 1 0
3000280964 07/28/06 681 No MI 0 1 0
3000281000 07/28/06 681 No MI 0 2 0
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3000281772 08/03/06 692 No MI 0 1 0
3000281863 08/07/06 642 No MI 0 1 0
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3000282294 07/31/06 645 No MI 0 1 0
3000282374 08/10/06 612 No MI 0 1 0
3000282580 08/10/06 612 No MI 0 2 0
3000282853 07/31/06 645 No MI 0 2 0
3000283046 08/10/06 768 No MI 0 1 0
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3000283319 08/08/06 632 No MI 0 1 0
3000283499 08/11/06 594 No MI 0 1 0
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3000284070 07/28/06 668 No MI 0 1 0
3000284138 08/09/06 553 No MI 0 1 0
3000284161 08/04/06 610 No MI 0 1 0
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3000284230 08/15/06 688 No MI 0 1 0
3000284490 08/09/06 706 No MI 0 2 0
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3000284800 08/01/06 612 No MI 0 1 0
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3000285048 07/28/06 666 No MI 0 2 0
3000285071 07/28/06 650 No MI 0 2 0
3000285117 08/04/06 670 No MI 0 1 0
3000285162 08/01/06 612 No MI 0 2 0
3000285264 08/04/06 670 No MI 0 2 0
3000285300 08/07/06 559 No MI 0 1 0
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3000285527 08/03/06 642 No MI 0 2 0
3000285663 07/28/06 673 No MI 0 1 0
3000285721 07/28/06 673 No MI 0 2 0
3000285743 08/01/06 588 No MI 0 1 0
3000285947 08/03/06 607 No MI 0 1 0
3000285992 07/28/06 700 No MI 0 1 0
3000286027 07/28/06 700 No MI 0 2 0
3000286243 08/10/06 683 No MI 0 1 0
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3000286436 08/03/06 642 No MI 0 1 0
3000286458 08/04/06 620 No MI 0 1 0
3000286469 08/04/06 722 No MI 0 1 0
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3000286620 08/04/06 722 No MI 0 2 0
3000286642 08/04/06 620 No MI 0 2 0
3000286686 08/04/06 628 No MI 0 1 0
3000286700 08/10/06 586 No MI 0 1 0
3000286857 08/15/06 688 No MI 0 2 0
3000286904 08/08/06 622 No MI 0 1 0
3000286993 08/08/06 622 No MI 0 2 0
3000287119 08/04/06 652 No MI 0 1 0
3000287266 08/04/06 652 No MI 0 2 0
3000287530 08/10/06 621 No MI 0 1 0
3000287654 08/10/06 621 No MI 0 2 0
3000287869 08/09/06 778 No MI 0 1 0
3000287950 08/01/06 612 No MI 0 1 0
3000288052 08/01/06 612 No MI 0 2 0
3000288278 08/02/06 635 No MI 0 1 0
3000288303 08/08/06 599 No MI 0 1 0
3000288370 08/02/06 635 No MI 0 2 0
3000288622 07/31/06 683 No MI 0 1 0
3000288688 08/08/06 647 No MI 0 1 0
3000288871 08/09/06 672 No MI 0 1 0
3000289462 08/04/06 583 No MI 0 1 0
3000289612 08/04/06 589 No MI 0 1 0
3000289918 08/03/06 706 No MI 0 1 0
3000289929 08/15/06 713 No MI 0 1 0
3000290272 08/07/06 725 No MI 0 1 0
3000290443 08/04/06 615 No MI 0 1 0
3000290568 08/04/06 615 No MI 0 2 0
3000290911 08/08/06 679 No MI 0 1 0
3000291002 08/09/06 615 No MI 0 1 0
3000291013 08/08/06 679 No MI 0 2 0
3000291239 08/09/06 615 No MI 0 2 0
3000292593 08/04/06 627 No MI 0 1 0
3000292742 08/16/06 668 No MI 0 1 0
3000292797 08/04/06 627 No MI 0 1 0
3000292800 08/16/06 668 No MI 0 2 0
3000292924 08/04/06 627 No MI 0 2 0
3000293106 08/04/06 647 No MI 0 1 0
3000293297 08/04/06 647 No MI 0 2 0
3000293366 08/02/06 646 No MI 0 1 0
3000294038 08/02/06 687 No MI 0 1 0
3000294129 08/04/06 696 No MI 0 1 0
3000294130 08/02/06 687 No MI 0 2 0
3000294323 08/04/06 627 No MI 0 2 0
3000294619 08/08/06 672 No MI 0 1 0
3000294722 08/08/06 672 No MI 0 2 0
3000294755 08/02/06 668 No MI 0 1 0
3000294915 08/14/06 658 No MI 0 1 0
3000294971 08/02/06 668 No MI 0 2 0
3000295084 08/11/06 607 No MI 0 1 0
3000295471 08/01/06 666 No MI 0 1 0
3000295530 08/07/06 682 No MI 0 1 0
3000295621 08/07/06 563 No MI 0 1 0
3000295789 08/01/06 666 No MI 0 2 0
3000295803 08/11/06 607 No MI 0 2 0
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3000296483 08/03/06 655 No MI 0 1 0
3000296494 08/02/06 622 No MI 0 1 0
3000296519 08/09/06 583 No MI 0 1 0
3000296553 08/03/06 655 No MI 0 2 0
3000296586 08/31/06 622 No MI 0 2 0
3000296735 08/04/06 644 No MI 0 1 0
3000296984 08/02/06 668 No MI 0 1 0
3000297359 08/11/06 677 No MI 0 1 0
3000297495 08/11/06 677 No MI 0 2 0
3000297747 08/04/06 644 No MI 0 2 0
3000297861 08/14/06 658 No MI 0 2 0
3000297894 08/07/06 662 No MI 0 1 0
3000298065 08/10/06 697 No MI 0 1 0
3000298269 08/07/06 717 No MI 0 1 0
3000298613 08/03/06 676 No MI 0 1 0
3000298668 08/07/06 576 No MI 0 1 0
3000300241 08/04/06 521 No MI 0 1 0
3000301594 08/14/06 650 No MI 0 1 0
3000301801 08/08/06 661 No MI 0 1 0
3000301958 08/07/06 728 No MI 0 1 0
3000301992 08/08/06 661 No MI 0 2 0
3000302722 08/09/06 539 No MI 0 1 0
3000303563 08/10/06 503 No MI 0 1 0
3000304780 08/07/06 753 No MI 0 1 0
3000306065 08/04/06 510 No MI 0 1 0
3000306372 08/17/06 649 No MI 0 1 0
3000306463 08/17/06 649 No MI 0 2 0
3000306496 08/04/06 643 No MI 0 2 0
3000306544 08/07/06 603 No MI 0 1 0
3000306657 08/07/06 603 No MI 0 2 0
3000307204 08/10/06 717 No MI 0 1 0
3000307351 08/10/06 672 No MI 0 1 0
3000307373 08/04/06 704 No MI 0 1 0
3000307408 08/10/06 672 No MI 0 2 0
3000307464 08/04/06 704 No MI 0 2 0
3000307921 08/11/06 641 No MI 0 1 0
3000308524 08/09/06 600 No MI 0 1 0
3000309661 08/08/06 651 No MI 0 1 0
3000309683 08/08/06 651 No MI 0 2 0
3000311415 08/07/06 652 No MI 0 1 0
3000311734 08/10/06 697 No MI 0 1 0
3000311950 08/10/06 628 No MI 0 1 0
3000312917 08/10/06 655 No MI 0 1 0
3000314522 08/16/06 641 No MI 0 1 0
3000314544 08/16/06 641 No MI 0 2 0
3000315716 08/16/06 727 No MI 0 1 0
3000316626 08/11/06 674 No MI 0 1 0
3000316682 08/11/06 624 No MI 0 1 0
3000317422 08/14/06 682 No MI 0 1 0
3000317466 08/14/06 682 No MI 0 2 0
3000323011 08/08/06 613 No MI 0 2 0
3000324864 08/10/06 624 No MI 0 1 0
3000325104 08/10/06 624 No MI 0 2 0
3000325865 08/14/06 602 No MI 0 1 0
3000331954 08/15/06 642 No MI 0 1 0
3000332067 08/15/06 642 No MI 0 2 0
3000336436 08/17/06 634 No MI 0 1 0
3100116691 05/22/06 568 No MI 0 1 0
3100160594 06/30/06 600 No MI 0 1 0
3100213121 07/19/06 670 No MI 0 1 0
3100213201 07/19/06 670 No MI 0 2 0
3100213973 07/07/06 627 No MI 0 1 0
3100223737 08/03/06 670 No MI 0 1 0
3100223997 08/03/06 670 No MI 0 2 0
3100273011 08/02/06 610 No MI 0 1 0
3100276764 08/02/06 610 No MI 0 2 0
3100290579 08/02/06 673 No MI 0 1 0
3100290615 08/02/06 673 No MI 0 2 0
5000208535 04/20/06 578 No MI 0 1 0
5000209909 04/21/06 665 No MI 0 1 0
5000212594 05/15/06 665 No MI 0 1 0
5000215367 05/26/06 693 No MI 0 1 0
5000215380 05/26/06 693 No MI 0 2 0
5000215504 05/23/06 503 No MI 0 1 0
5000215713 05/26/06 722 No MI 0 1 0
5000215897 06/02/06 603 No MI 0 1 0
5000216276 06/05/06 636 No MI 0 1 0
5000216548 05/15/06 642 No MI 0 1 0
5000216640 05/31/06 729 No MI 0 1 0
5000216989 05/25/06 564 No MI 0 1 0
5000217045 05/22/06 612 No MI 0 1 0
5000217222 05/22/06 612 No MI 0 2 0
5000217228 05/30/06 702 No MI 0 1 0
5000217229 05/25/06 677 No MI 0 1 0
5000217401 06/12/06 715 No MI 0 1 0
5000217407 05/26/06 625 No MI 0 1 0
5000217463 05/16/06 508 No MI 0 1 0
5000217495 05/25/06 623 No MI 0 1 0
5000217593 05/30/06 627 No MI 0 1 0
5000218081 05/22/06 594 No MI 0 1 0
5000218167 06/19/06 665 No MI 0 1 0
5000218226 05/22/06 594 No MI 0 2 0
5000218227 05/22/06 560 No MI 0 1 0
5000218244 06/01/06 743 No MI 0 1 0
5000218572 05/26/06 632 No MI 0 1 0
5000218612 05/25/06 517 No MI 0 1 0
5000218708 06/23/06 613 No MI 0 1 0
5000218712 05/25/06 637 No MI 0 1 0
5000218779 06/09/06 729 No MI 0 1 0
5000218808 05/31/06 582 No MI 0 1 0
5000218923 05/24/06 554 No MI 0 1 0
5000218961 05/25/06 597 No MI 0 1 0
5000219240 05/30/06 566 No MI 0 1 0
5000219340 05/31/06 630 No MI 0 1 0
5000219357 05/31/06 630 No MI 0 2 0
5000219528 05/31/06 619 No MI 0 1 0
5000219544 05/31/06 619 No MI 0 2 0
5000219665 06/20/06 710 No MI 0 1 0
5000219704 05/26/06 622 No MI 0 1 0
5000219809 06/19/06 613 No MI 0 1 0
5000220200 06/06/06 670 No MI 0 1 0
5000220568 06/16/06 703 No MI 0 1 0
5000220682 07/18/06 568 No MI 0 1 0
5000220754 06/05/06 678 No MI 0 1 0
5000220945 07/26/06 735 No MI 0 1 0
5000220947 06/08/06 663 No MI 0 1 0
5000221070 07/13/06 583 No MI 0 1 0
5000221081 06/06/06 725 No MI 0 1 0
5000221157 06/09/06 602 No MI 0 1 0
5000221158 06/26/06 600 No MI 0 1 0
5000221195 07/31/06 696 No MI 0 1 0
5000221239 06/23/06 502 No MI 0 1 0
5000221269 07/31/06 696 No MI 0 2 0
5000221284 06/12/06 693 No MI 0 1 0
5000221411 07/10/06 612 No MI 0 1 0
5000221479 06/20/06 751 No MI 0 1 0
5000221484 07/10/06 612 No MI 0 2 0
5000221486 06/06/06 522 No MI 0 1 0
5000221566 07/25/06 621 No MI 0 1 0
5000221599 07/07/06 543 No MI 0 1 0
5000221602 07/25/06 621 No MI 0 2 0
5000221604 06/23/06 528 No MI 0 1 0
5000221717 06/08/06 625 No MI 0 1 0
5000221827 06/12/06 748 No MI 0 1 0
5000221882 07/26/06 635 No MI 0 1 0
5000221907 06/20/06 661 No MI 0 1 0
5000221922 06/15/06 590 No MI 0 1 0
5000221967 06/30/06 617 No MI 0 1 0
5000221983 06/30/06 602 No MI 0 1 0
5000222116 06/16/06 660 No MI 0 1 0
5000222126 06/16/06 596 No MI 0 1 0
5000222204 06/29/06 630 No MI 0 1 0
5000222286 06/29/06 630 No MI 0 2 0
5000222377 06/13/06 758 No MI 0 1 0
5000222435 06/30/06 608 No MI 0 1 0
5000222467 06/30/06 563 No MI 0 1 0
5000222535 06/28/06 657 No MI 0 1 0
5000222540 06/14/06 782 No MI 0 1 0
5000222552 06/27/06 642 No MI 0 1 0
5000222604 06/28/06 657 No MI 0 2 0
5000222652 07/26/06 610 No MI 0 1 0
5000222667 06/30/06 676 No MI 0 1 0
5000222691 06/30/06 676 No MI 0 2 0
5000222700 06/23/06 537 No MI 0 1 0
5000222722 06/22/06 657 No MI 0 1 0
5000222824 06/20/06 676 No MI 0 1 0
5000222870 06/15/06 570 No MI 0 1 0
5000222957 06/30/06 525 No MI 0 1 0
5000223007 07/13/06 634 No MI 0 1 0
5000223064 07/13/06 667 No MI 0 1 0
5000223081 06/15/06 694 No MI 0 1 0
5000223129 07/13/06 667 No MI 0 2 0
5000223139 06/30/06 639 No MI 0 1 0
5000223167 07/13/06 634 No MI 0 2 0
5000223255 06/30/06 656 No MI 0 1 0
5000223267 06/21/06 624 No MI 0 1 0
5000223293 06/30/06 656 No MI 0 2 0
5000223380 07/18/06 636 No MI 0 1 0
5000223431 06/27/06 658 No MI 0 1 0
5000223445 06/27/06 658 No MI 0 2 0
5000223506 06/30/06 639 No MI 0 1 0
5000223530 06/23/06 624 No MI 0 1 0
5000223642 06/27/06 630 No MI 0 1 0
5000223644 06/27/06 630 No MI 0 2 0
5000223680 06/26/06 616 No MI 0 1 0
5000223766 06/23/06 563 No MI 0 1 0
5000223787 07/14/06 613 No MI 0 1 0
5000223839 07/11/06 669 No MI 0 1 0
5000223870 07/13/06 651 No MI 0 1 0
5000223874 07/11/06 669 No MI 0 2 0
5000223900 06/22/06 573 No MI 0 1 0
5000224129 07/10/06 611 No MI 0 1 0
5000224222 06/26/06 599 No MI 0 1 0
5000224250 06/28/06 635 No MI 0 1 0
5000224397 07/31/06 644 No MI 0 1 0
5000224503 07/31/06 644 No MI 0 2 0
5000224509 06/30/06 653 No MI 0 1 0
5000224510 06/30/06 653 No MI 0 2 0
5000224646 06/26/06 556 No MI 0 1 0
5000224774 06/30/06 553 No MI 0 1 0
5000224873 07/18/06 668 No MI 0 1 0
5000224884 07/12/06 710 No MI 0 1 0
5000224955 06/30/06 573 No MI 0 1 0
5000224961 07/12/06 651 No MI 0 1 0
5000225027 07/05/06 611 No MI 0 1 0
5000225046 07/05/06 611 No MI 0 2 0
5000225138 07/19/06 562 No MI 0 1 0
5000225245 07/11/06 647 No MI 0 1 0
5000225271 07/05/06 797 No MI 0 1 0
5000225335 06/29/06 668 No MI 0 1 0
5000225356 07/10/06 614 No MI 0 1 0
5000225366 07/10/06 545 No MI 0 1 0
5000225375 07/20/06 573 No MI 0 1 0
5000225396 07/21/06 584 No MI 0 1 0
5000225400 08/07/06 667 No MI 0 1 0
5000225403 07/14/06 571 No MI 0 1 0
5000225410 07/07/06 604 No MI 0 1 0
5000225411 08/07/06 667 No MI 0 2 0
5000225483 07/10/06 614 No MI 0 2 0
5000225539 07/19/06 695 No MI 0 1 0
5000225545 07/10/06 558 No MI 0 1 0
5000225550 07/25/06 573 No MI 0 1 0
5000225608 07/14/06 639 No MI 0 1 0
5000225619 07/14/06 639 No MI 0 2 0
5000225625 07/26/06 568 No MI 0 1 0
5000225636 08/03/06 595 No MI 0 1 0
5000225645 07/13/06 581 No MI 0 1 0
5000225792 07/27/06 708 No MI 0 1 0
5000225826 07/27/06 708 No MI 0 2 0
5000225842 07/27/06 751 No MI 0 1 0
5000225850 07/27/06 605 No MI 0 1 0
5000225851 07/24/06 588 No MI 0 1 0
5000225856 07/14/06 647 No MI 0 1 0
5000225877 07/26/06 543 No MI 0 1 0
5000225889 07/28/06 623 No MI 0 1 0
5000225979 08/02/06 657 No MI 0 1 0
5000225984 07/14/06 580 No MI 0 1 0
5000226032 07/26/06 665 No MI 0 1 0
5000226117 07/21/06 560 No MI 0 1 0
5000226134 07/31/06 569 No MI 0 1 0
5000226142 07/18/06 655 No MI 0 1 0
5000226146 07/18/06 655 No MI 0 2 0
5000226156 07/25/06 605 No MI 0 1 0
5000226188 07/28/06 734 No MI 0 1 0
5000226209 07/21/06 591 No MI 0 1 0
5000226234 07/28/06 507 No MI 0 1 0
5000226257 07/18/06 605 No MI 0 1 0
5000226268 07/24/06 619 No MI 0 1 0
5000226271 07/18/06 605 No MI 0 2 0
5000226288 07/20/06 681 No MI 0 1 0
5000226301 07/26/06 581 No MI 0 1 0
5000226304 08/11/06 694 No MI 0 1 0
5000226305 07/20/06 681 No MI 0 2 0
5000226318 07/28/06 661 No MI 0 2 0
5000226370 08/11/06 694 No MI 0 2 0
5000226383 07/28/06 612 No MI 0 1 0
5000226438 07/25/06 520 No MI 0 1 0
5000226506 08/04/06 647 No MI 0 1 0
5000226510 08/02/06 650 No MI 0 2 0
5000226524 08/04/06 647 No MI 0 2 0
5000226538 07/31/06 603 No MI 0 2 0
5000226552 08/07/06 625 No MI 0 1 0
5000226553 07/28/06 629 No MI 0 1 0
5000226555 07/31/06 608 No MI 0 1 0
5000226560 08/02/06 645 No MI 0 1 0
5000226572 07/28/06 629 No MI 0 2 0
5000226624 08/11/06 586 No MI 0 1 0
5000226660 07/31/06 602 No MI 0 1 0
5000226688 07/31/06 560 No MI 0 1 0
5000226744 08/01/06 616 No MI 0 1 0
5000226751 07/26/06 603 No MI 0 1 0
5000226754 08/01/06 563 No MI 0 1 0
5000226764 07/28/06 680 No MI 0 1 0
5000226793 08/02/06 593 No MI 0 1 0
5000226796 07/26/06 670 No MI 0 2 0
5000226806 07/31/06 557 No MI 0 1 0
5000226826 07/25/06 662 No MI 0 1 0
5000226828 07/28/06 600 No MI 0 2 0
5000226840 07/25/06 662 No MI 0 2 0
5000226859 07/28/06 605 No MI 0 1 0
5000226862 08/01/06 624 No MI 0 1 0
5000226872 08/02/06 582 No MI 0 1 0
5000226892 07/28/06 662 No MI 0 1 0
5000226893 07/28/06 649 No MI 0 1 0
5000226897 07/28/06 662 No MI 0 2 0
5000226914 07/31/06 558 No MI 0 1 0
5000226926 08/01/06 580 No MI 0 1 0
5000226974 07/31/06 647 No MI 0 1 0
5000226982 07/27/06 685 No MI 0 1 0
5000227021 08/03/06 603 No MI 0 1 0
5000227039 07/28/06 649 No MI 0 2 0
5000227055 07/31/06 613 No MI 0 1 0
5000227063 07/25/06 650 No MI 0 1 0
5000227086 08/09/06 680 No MI 0 1 0
5000227089 08/01/06 662 No MI 0 1 0
5000227096 08/01/06 662 No MI 0 2 0
5000227110 08/03/06 666 No MI 0 1 0
5000227159 08/09/06 613 No MI 0 1 0
6000213075 03/03/06 710 No MI 0 1 0
6000216392 03/20/06 596 No MI 0 1 0
6000218927 04/04/06 694 No MI 0 1 0
6000222244 05/31/06 541 No MI 0 1 0
6000225388 05/19/06 661 No MI 0 1 0
6000225426 05/05/06 745 No MI 0 1 0
6000225642 05/15/06 551 No MI 0 1 0
6000227699 05/15/06 567 No MI 0 1 0
6000228007 06/07/06 580 No MI 0 1 0
6000228071 05/18/06 569 No MI 0 1 0
6000228393 05/15/06 525 No MI 0 1 0
6000228997 06/22/06 562 No MI 0 1 0
6000229136 05/17/06 579 No MI 0 1 0
6000229385 05/24/06 556 No MI 0 1 0
6000229471 05/19/06 591 No MI 0 1 0
6000230015 06/06/06 519 No MI 0 1 0
6000230804 05/25/06 565 No MI 0 1 0
6000231072 05/26/06 617 No MI 0 1 0
6000231326 07/11/06 592 No MI 0 1 0
6000231384 05/26/06 575 No MI 0 1 0
6000231427 06/28/06 689 No MI 0 1 0
6000231447 06/23/06 505 No MI 0 1 0
6000231634 07/11/06 592 No MI 0 2 0
6000231778 05/23/06 654 No MI 0 1 0
6000232036 05/23/06 560 No MI 0 1 0
6000232645 06/08/06 703 No MI 0 1 0
6000232860 06/01/06 525 No MI 0 1 0
6000232909 06/08/06 527 No MI 0 1 0
6000233005 06/28/06 561 No MI 0 1 0
6000233028 07/18/06 537 No MI 0 1 0
6000233219 06/02/06 702 No MI 0 1 0
6000233356 07/11/06 511 No MI 0 1 0
6000233364 06/21/06 571 No MI 0 1 0
6000233377 06/16/06 581 No MI 0 1 0
6000233959 06/22/06 553 No MI 0 1 0
6000234105 06/07/06 611 No MI 0 1 0
6000234401 06/15/06 676 No MI 0 1 0
6000234563 06/08/06 610 No MI 0 1 0
6000234640 06/16/06 566 No MI 0 1 0
6000234646 06/20/06 562 No MI 0 1 0
6000234810 06/15/06 615 No MI 0 1 0
6000234850 06/16/06 652 No MI 0 1 0
6000234999 06/22/06 532 No MI 0 1 0
6000235028 07/05/06 516 No MI 0 1 0
6000235096 06/26/06 633 No MI 0 1 0
6000235148 06/14/06 595 No MI 0 1 0
6000235196 06/14/06 685 No MI 0 1 0
6000235220 06/22/06 572 No MI 0 1 0
6000235306 06/09/06 782 No MI 0 1 0
6000235320 06/19/06 582 No MI 0 1 0
6000235340 06/26/06 633 No MI 0 2 0
6000235422 06/22/06 762 No MI 0 1 0
6000235428 06/26/06 563 No MI 0 1 0
6000235439 06/26/06 534 No MI 0 1 0
6000235556 06/30/06 537 No MI 0 1 0
6000235740 07/07/06 606 No MI 0 1 0
6000235852 07/21/06 635 No MI 0 1 0
6000235861 07/13/06 609 No MI 0 1 0
6000235885 06/23/06 605 No MI 0 1 0
6000235886 07/21/06 635 No MI 0 2 0
6000235922 07/06/06 725 No MI 0 1 0
6000235937 06/21/06 608 No MI 0 1 0
6000236106 06/21/06 584 No MI 0 1 0
6000236119 06/21/06 587 No MI 0 1 0
6000236150 06/16/06 554 No MI 0 1 0
6000236181 07/07/06 614 No MI 0 1 0
6000236220 06/23/06 561 No MI 0 1 0
6000236273 07/06/06 602 No MI 0 1 0
6000236316 06/27/06 574 No MI 0 1 0
6000236335 06/28/06 609 No MI 0 1 0
6000236433 06/27/06 541 No MI 0 1 0
6000236447 06/28/06 609 No MI 0 2 0
6000236484 07/03/06 572 No MI 0 1 0
6000236577 06/22/06 576 No MI 0 1 0
6000236610 06/23/06 555 No MI 0 1 0
6000236615 06/27/06 633 No MI 0 1 0
6000236639 06/26/06 573 No MI 0 1 0
6000236659 06/30/06 617 No MI 0 1 0
6000236663 06/30/06 619 No MI 0 1 0
6000236701 06/22/06 586 No MI 0 1 0
6000236731 06/23/06 609 No MI 0 1 0
6000236758 06/28/06 557 No MI 0 1 0
6000236791 07/07/06 614 No MI 0 2 0
6000236795 06/16/06 554 No MI 0 1 0
6000236824 06/23/06 610 No MI 0 1 0
6000236939 06/23/06 609 No MI 0 2 0
6000236940 06/26/06 608 No MI 0 1 0
6000236953 07/10/06 583 No MI 0 1 0
6000236984 06/29/06 621 No MI 0 1 0
6000237068 07/28/06 578 No MI 0 1 0
6000237081 07/12/06 595 No MI 0 1 0
6000237087 07/07/06 605 No MI 0 1 0
6000237088 06/22/06 509 No MI 0 1 0
6000237098 06/26/06 595 No MI 0 1 0
6000237120 07/10/06 540 No MI 0 1 0
6000237171 07/06/06 675 No MI 0 1 0
6000237198 06/30/06 569 No MI 0 1 0
6000237203 06/26/06 694 No MI 0 1 0
6000237239 06/27/06 554 No MI 0 1 0
6000237270 07/24/06 553 No MI 0 1 0
6000237361 06/30/06 669 No MI 0 1 0
6000237428 06/22/06 547 No MI 0 1 0
6000237443 06/29/06 605 No MI 0 1 0
6000237470 07/21/06 575 No MI 0 1 0
6000237485 06/23/06 602 No MI 0 1 0
6000237488 06/29/06 587 No MI 0 1 0
6000237511 06/26/06 610 No MI 0 1 0
6000237526 07/06/06 680 No MI 0 1 0
6000237536 06/29/06 605 No MI 0 2 0
6000237554 06/26/06 547 No MI 0 1 0
6000237615 06/30/06 553 No MI 0 1 0
6000237639 06/30/06 600 No MI 0 1 0
6000237710 06/30/06 617 No MI 0 2 0
6000237713 07/31/06 669 No MI 0 1 0
6000237738 07/17/06 656 No MI 0 1 0
6000237745 07/13/06 602 No MI 0 1 0
6000237815 07/31/06 669 No MI 0 2 0
6000237821 07/17/06 656 No MI 0 2 0
6000237849 06/27/06 780 No MI 0 1 0
6000237932 07/20/06 603 No MI 0 1 0
6000237985 07/13/06 602 No MI 0 2 0
6000237993 07/20/06 603 No MI 0 2 0
6000238021 06/23/06 597 No MI 0 1 0
6000238032 08/03/06 623 No MI 0 1 0
6000238146 06/26/06 609 No MI 0 1 0
6000238173 07/31/06 615 No MI 0 1 0
6000238210 06/26/06 553 No MI 0 1 0
6000238217 07/31/06 601 No MI 0 1 0
6000238226 06/30/06 606 No MI 0 1 0
6000238319 07/31/06 601 No MI 0 2 0
6000238394 06/29/06 765 No MI 0 1 0
6000238401 06/30/06 637 No MI 0 1 0
6000238402 06/28/06 603 No MI 0 1 0
6000238430 07/12/06 617 No MI 0 1 0
6000238448 07/07/06 594 No MI 0 1 0
6000238469 07/14/06 608 No MI 0 1 0
6000238486 07/13/06 538 No MI 0 1 0
6000238539 06/30/06 669 No MI 0 1 0
6000238547 06/27/06 633 No MI 0 2 0
6000238596 07/07/06 674 No MI 0 1 0
6000238623 07/07/06 674 No MI 0 2 0
6000238654 06/26/06 551 No MI 0 1 0
6000238703 07/12/06 505 No MI 0 1 0
6000238731 07/10/06 664 No MI 0 1 0
6000238779 07/19/06 636 No MI 0 1 0
6000238841 06/29/06 687 No MI 0 1 0
6000238856 07/19/06 680 No MI 0 1 0
6000238864 06/29/06 575 No MI 0 1 0
6000238901 07/11/06 646 No MI 0 1 0
6000239003 07/14/06 592 No MI 0 1 0
6000239035 06/29/06 559 No MI 0 1 0
6000239056 07/24/06 632 No MI 0 1 0
6000239061 07/12/06 652 No MI 0 1 0
6000239063 07/28/06 609 No MI 0 1 0
6000239070 07/24/06 553 No MI 0 1 0
6000239080 08/01/06 696 No MI 0 1 0
6000239102 07/24/06 632 No MI 0 2 0
6000239143 07/28/06 609 No MI 0 2 0
6000239145 07/14/06 563 No MI 0 1 0
6000239152 08/09/06 570 No MI 0 1 0
6000239167 07/31/06 610 No MI 0 1 0
6000239207 07/31/06 674 No MI 0 1 0
6000239225 07/11/06 540 No MI 0 1 0
6000239242 07/17/06 615 No MI 0 1 0
6000239281 06/30/06 581 No MI 0 1 0
6000239307 07/10/06 530 No MI 0 1 0
6000239398 07/12/06 606 No MI 0 1 0
6000239471 07/13/06 613 No MI 0 1 0
6000239473 07/14/06 618 No MI 0 1 0
6000239495 07/13/06 613 No MI 0 2 0
6000239499 07/25/06 600 No MI 0 1 0
6000239500 07/07/06 560 No MI 0 1 0
6000239532 07/12/06 641 No MI 0 1 0
6000239551 07/14/06 718 No MI 0 1 0
6000239561 07/14/06 618 No MI 0 2 0
6000239565 07/14/06 555 No MI 0 1 0
6000239566 07/14/06 678 No MI 0 1 0
6000239574 07/08/06 531 No MI 0 1 0
6000239635 06/30/06 596 No MI 0 1 0
6000239680 07/06/06 624 No MI 0 1 0
6000239708 07/26/06 611 No MI 0 1 0
6000239722 07/24/06 722 No MI 0 1 0
6000239738 07/26/06 573 No MI 0 1 0
6000239745 07/12/06 641 No MI 0 2 0
6000239753 07/12/06 511 No MI 0 1 0
6000239772 07/07/06 582 No MI 0 1 0
6000239794 07/12/06 603 No MI 0 1 0
6000239804 07/12/06 603 No MI 0 2 0
6000239864 07/12/06 632 No MI 0 1 0
6000239880 07/25/06 589 No MI 0 1 0
6000239899 07/12/06 632 No MI 0 2 0
6000239902 07/13/06 634 No MI 0 1 0
6000239905 07/10/06 596 No MI 0 1 0
6000239916 07/27/06 661 No MI 0 1 0
6000239920 07/18/06 605 No MI 0 1 0
6000239930 07/14/06 536 No MI 0 1 0
6000239933 07/13/06 634 No MI 0 2 0
6000239963 07/26/06 589 No MI 0 1 0
6000239965 07/27/06 661 No MI 0 2 0
6000239970 07/27/06 684 No MI 0 1 0
6000239971 08/14/06 724 No MI 0 1 0
6000239976 07/19/06 607 No MI 0 1 0
6000239984 07/25/06 666 No MI 0 1 0
6000239985 07/18/06 605 No MI 0 2 0
6000240027 07/14/06 646 No MI 0 1 0
6000240053 07/19/06 607 No MI 0 2 0
6000240082 07/11/06 604 No MI 0 1 0
6000240094 07/20/06 596 No MI 0 1 0
6000240096 07/26/06 526 No MI 0 1 0
6000240147 07/12/06 607 No MI 0 1 0
6000240159 07/26/06 650 No MI 0 1 0
6000240199 07/14/06 591 No MI 0 1 0
6000240260 07/24/06 594 No MI 0 1 0
6000240336 07/14/06 616 No MI 0 1 0
6000240368 07/13/06 584 No MI 0 1 0
6000240371 08/04/06 592 No MI 0 1 0
6000240413 07/25/06 573 No MI 0 1 0
6000240430 08/03/06 649 No MI 0 1 0
6000240473 07/25/06 608 No MI 0 1 0
6000240476 07/31/06 627 No MI 0 1 0
6000240479 07/21/06 581 No MI 0 1 0
6000240496 07/14/06 646 No MI 0 2 0
6000240508 07/11/06 701 No MI 0 1 0
6000240523 07/18/06 599 No MI 0 1 0
6000240526 07/25/06 663 No MI 0 1 0
6000240529 07/17/06 545 No MI 0 1 0
6000240549 07/26/06 568 No MI 0 1 0
6000240560 07/25/06 608 No MI 0 1 0
6000240561 07/13/06 505 No MI 0 1 0
6000240577 07/25/06 608 No MI 0 1 0
6000240599 07/31/06 658 No MI 0 1 0
6000240604 08/04/06 533 No MI 0 1 0
6000240627 07/12/06 611 No MI 0 1 0
6000240629 07/14/06 616 No MI 0 2 0
6000240634 07/26/06 627 No MI 0 1 0
6000240638 07/12/06 617 No MI 0 1 0
6000240656 08/01/06 651 No MI 0 1 0
6000240661 07/18/06 610 No MI 0 1 0
6000240666 07/25/06 663 No MI 0 2 0
6000240680 07/25/06 517 No MI 0 1 0
6000240689 07/31/06 658 No MI 0 2 0
6000240697 07/14/06 554 No MI 0 1 0
6000240698 08/03/06 646 No MI 0 1 0
6000240703 08/03/06 572 No MI 0 1 0
6000240715 07/12/06 611 No MI 0 2 0
6000240721 08/03/06 646 No MI 0 2 0
6000240729 08/01/06 651 No MI 0 2 0
6000240732 07/19/06 571 No MI 0 1 0
6000240736 07/14/06 665 No MI 0 1 0
6000240743 07/13/06 662 No MI 0 1 0
6000240748 08/02/06 645 No MI 0 1 0
6000240749 07/25/06 692 No MI 0 1 0
6000240757 08/04/06 604 No MI 0 1 0
6000240764 07/21/06 528 No MI 0 1 0
6000240782 07/19/06 571 No MI 0 1 0
6000240805 07/25/06 692 No MI 0 2 0
6000240836 07/20/06 511 No MI 0 1 0
6000240885 07/17/06 635 No MI 0 1 0
6000240888 07/14/06 595 No MI 0 1 0
6000240914 07/28/06 633 No MI 0 1 0
6000240942 07/28/06 661 No MI 0 1 0
6000240965 07/20/06 608 No MI 0 1 0
6000240971 07/20/06 608 No MI 0 2 0
6000240979 07/27/06 619 No MI 0 1 0
6000240992 07/19/06 653 No MI 0 1 0
6000241020 08/04/06 612 No MI 0 1 0
6000241043 07/28/06 661 No MI 0 2 0
6000241053 07/28/06 633 No MI 0 2 0
6000241054 07/24/06 662 No MI 0 1 0
6000241059 07/21/06 678 No MI 0 1 0
6000241069 07/17/06 505 No MI 0 1 0
6000241071 07/14/06 603 No MI 0 1 0
6000241073 07/28/06 611 No MI 0 1 0
6000241076 07/13/06 617 No MI 0 1 0
6000241102 07/20/06 598 No MI 0 1 0
6000241111 08/09/06 608 No MI 0 1 0
6000241114 07/20/06 530 No MI 0 1 0
6000241124 07/13/06 617 No MI 0 2 0
6000241159 07/19/06 653 No MI 0 2 0
6000241160 07/28/06 666 No MI 0 1 0
6000241161 07/21/06 678 No MI 0 2 0
6000241162 07/21/06 726 No MI 0 1 0
6000241180 07/26/06 564 No MI 0 1 0
6000241184 07/28/06 589 No MI 0 1 0
6000241185 08/16/06 660 No MI 0 1 0
6000241207 08/02/06 578 No MI 0 1 0
6000241209 07/28/06 666 No MI 0 2 0
6000241210 07/14/06 665 No MI 0 2 0
6000241219 07/28/06 566 No MI 0 1 0
6000241232 07/14/06 603 No MI 0 2 0
6000241250 08/09/06 608 No MI 0 2 0
6000241257 08/01/06 572 No MI 0 1 0
6000241259 07/13/06 596 No MI 0 1 0
6000241276 07/17/06 636 No MI 0 1 0
6000241281 07/19/06 600 No MI 0 1 0
6000241286 07/21/06 597 No MI 0 1 0
6000241304 07/31/06 609 No MI 0 1 0
6000241309 08/01/06 521 No MI 0 1 0
6000241310 07/21/06 632 No MI 0 1 0
6000241312 07/19/06 541 No MI 0 1 0
6000241332 08/04/06 531 No MI 0 1 0
6000241343 07/27/06 609 No MI 0 1 0
6000241348 07/17/06 636 No MI 0 2 0
6000241420 07/24/06 647 No MI 0 1 0
6000241422 08/16/06 660 No MI 0 2 0
6000241431 07/27/06 566 No MI 0 1 0
6000241465 07/24/06 660 No MI 0 1 0
6000241492 07/21/06 572 No MI 0 1 0
6000241503 07/20/06 643 No MI 0 1 0
6000241514 08/01/06 624 No MI 0 1 0
6000241530 07/19/06 607 No MI 0 1 0
6000241533 07/14/06 718 No MI 0 2 0
6000241544 07/28/06 626 No MI 0 1 0
6000241581 07/20/06 643 No MI 0 2 0
6000241603 07/25/06 601 No MI 0 1 0
6000241615 08/04/06 550 No MI 0 1 0
6000241640 07/19/06 607 No MI 0 2 0
6000241647 07/28/06 583 No MI 0 1 0
6000241653 07/27/06 732 No MI 0 1 0
6000241660 07/21/06 603 No MI 0 1 0
6000241664 07/25/06 667 No MI 0 1 0
6000241670 07/31/06 680 No MI 0 1 0
6000241679 07/21/06 610 No MI 0 1 0
6000241686 08/02/06 617 No MI 0 1 0
6000241695 07/21/06 523 No MI 0 1 0
6000241699 07/28/06 716 No MI 0 1 0
6000241706 08/02/06 617 No MI 0 2 0
6000241729 07/26/06 581 No MI 0 1 0
6000241742 08/01/06 624 No MI 0 2 0
6000241743 07/27/06 732 No MI 0 2 0
6000241754 07/31/06 680 No MI 0 2 0
6000241793 08/04/06 645 No MI 0 1 0
6000241804 07/28/06 577 No MI 0 1 0
6000241823 07/28/06 664 No MI 0 1 0
6000241830 07/28/06 652 No MI 0 1 0
6000241831 08/01/06 631 No MI 0 1 0
6000241841 07/27/06 716 No MI 0 1 0
6000241842 07/26/06 665 No MI 0 1 0
6000241858 07/31/06 630 No MI 0 1 0
6000241863 08/04/06 645 No MI 0 2 0
6000241866 07/27/06 593 No MI 0 1 0
6000241884 07/20/06 800 No MI 0 1 0
6000241896 08/04/06 666 No MI 0 1 0
6000241898 07/21/06 603 No MI 0 1 0
6000241924 07/27/06 716 No MI 0 2 0
6000241929 07/31/06 720 No MI 0 1 0
6000241938 07/26/06 665 No MI 0 2 0
6000241947 08/01/06 631 No MI 0 2 0
6000241975 07/28/06 652 No MI 0 2 0
6000241993 07/31/06 720 No MI 0 2 0
6000241994 08/09/06 592 No MI 0 1 0
6000242014 07/31/06 539 No MI 0 1 0
6000242052 08/03/06 551 No MI 0 1 0
6000242076 07/19/06 603 No MI 0 2 0
6000242079 07/25/06 595 No MI 0 1 0
6000242080 08/04/06 612 No MI 0 2 0
6000242103 07/31/06 685 No MI 0 1 0
6000242113 07/25/06 705 No MI 0 1 0
6000242126 07/28/06 593 No MI 0 1 0
6000242127 07/27/06 609 No MI 0 1 0
6000242131 08/03/06 571 No MI 0 1 0
6000242136 08/01/06 552 No MI 0 1 0
6000242139 07/21/06 619 No MI 0 1 0
6000242146 07/31/06 685 No MI 0 2 0
6000242154 08/04/06 644 No MI 0 1 0
6000242184 08/02/06 667 No MI 0 1 0
6000242208 07/28/06 664 No MI 0 2 0
6000242222 07/24/06 785 No MI 0 1 0
6000242223 08/04/06 575 No MI 0 1 0
6000242230 07/31/06 599 No MI 0 1 0
6000242239 08/02/06 667 No MI 0 2 0
6000242241 08/07/06 666 No MI 0 1 0
6000242244 07/28/06 564 No MI 0 1 0
6000242253 07/28/06 558 No MI 0 1 0
6000242259 07/28/06 603 No MI 0 1 0
6000242274 07/28/06 590 No MI 0 1 0
6000242304 07/31/06 739 No MI 0 1 0
6000242317 08/07/06 604 No MI 0 1 0
6000242328 07/28/06 674 No MI 0 2 0
6000242348 07/31/06 674 No MI 0 2 0
6000242355 07/31/06 599 No MI 0 2 0
6000242368 07/21/06 643 No MI 0 1 0
6000242385 07/28/06 594 No MI 0 1 0
6000242389 07/28/06 567 No MI 0 1 0
6000242402 08/02/06 729 No MI 0 1 0
6000242404 07/28/06 657 No MI 0 1 0
6000242405 07/21/06 561 No MI 0 1 0
6000242409 08/07/06 602 No MI 0 1 0
6000242413 08/01/06 507 No MI 0 1 0
6000242433 07/31/06 608 No MI 0 1 0
6000242437 08/14/06 602 No MI 0 1 0
6000242444 08/09/06 663 No MI 0 1 0
6000242447 07/31/06 645 No MI 0 1 0
6000242472 08/09/06 613 No MI 0 1 0
6000242475 07/25/06 550 No MI 0 1 0
6000242478 07/28/06 688 No MI 0 1 0
6000242479 08/09/06 663 No MI 0 2 0
6000242480 07/25/06 613 No MI 0 1 0
6000242483 08/07/06 602 No MI 0 2 0
6000242486 07/28/06 651 No MI 0 1 0
6000242502 07/31/06 633 No MI 0 1 0
6000242510 07/28/06 651 No MI 0 2 0
6000242511 08/09/06 613 No MI 0 2 0
6000242520 08/02/06 643 No MI 0 2 0
6000242529 08/02/06 624 No MI 0 1 0
6000242556 07/28/06 688 No MI 0 2 0
6000242587 07/26/06 572 No MI 0 1 0
6000242594 08/02/06 722 No MI 0 1 0
6000242623 08/07/06 666 No MI 0 2 0
6000242630 07/27/06 609 No MI 0 2 0
6000242632 07/31/06 561 No MI 0 1 0
6000242641 08/09/06 617 No MI 0 1 0
6000242646 07/31/06 633 No MI 0 2 0
6000242657 07/26/06 593 No MI 0 1 0
6000242666 07/21/06 554 No MI 0 1 0
6000242673 07/26/06 611 No MI 0 2 0
6000242680 07/31/06 690 No MI 0 1 0
6000242732 07/31/06 608 No MI 0 2 0
6000242756 07/31/06 690 No MI 0 2 0
6000242760 08/07/06 604 No MI 0 1 0
6000242765 07/24/06 752 No MI 0 1 0
6000242825 07/31/06 643 No MI 0 1 0
6000242836 07/31/06 616 No MI 0 1 0
6000242844 07/28/06 789 No MI 0 1 0
6000242863 07/31/06 643 No MI 0 2 0
6000242871 07/26/06 619 No MI 0 1 0
6000242886 07/27/06 592 No MI 0 1 0
6000242890 07/28/06 657 No MI 0 2 0
6000242900 07/26/06 556 No MI 0 1 0
6000242904 07/24/06 722 No MI 0 2 0
6000242920 08/07/06 597 No MI 0 1 0
6000242932 07/31/06 608 No MI 0 1 0
6000242939 07/31/06 616 No MI 0 2 0
6000242977 08/03/06 507 No MI 0 1 0
6000243007 07/28/06 517 No MI 0 1 0
6000243008 08/04/06 558 No MI 0 1 0
6000243015 08/04/06 572 No MI 0 1 0
6000243016 07/27/06 642 No MI 0 1 0
6000243025 07/26/06 619 No MI 0 2 0
6000243032 07/31/06 637 No MI 0 1 0
6000243049 08/03/06 655 No MI 0 1 0
6000243051 07/31/06 552 No MI 0 1 0
6000243058 08/04/06 684 No MI 0 1 0
6000243060 07/26/06 688 No MI 0 1 0
6000243071 07/31/06 637 No MI 0 2 0
6000243076 08/01/06 566 No MI 0 1 0
6000243088 07/28/06 604 No MI 0 1 0
6000243091 07/31/06 630 No MI 0 2 0
6000243103 08/04/06 638 No MI 0 1 0
6000243114 07/27/06 642 No MI 0 2 0
6000243128 08/10/06 600 No MI 0 1 0
6000243130 07/31/06 650 No MI 0 2 0
6000243134 08/03/06 516 No MI 0 1 0
6000243138 08/14/06 706 No MI 0 1 0
6000243147 07/26/06 688 No MI 0 2 0
6000243152 07/31/06 608 No MI 0 2 0
6000243171 08/01/06 556 No MI 0 1 0
6000243177 08/04/06 520 No MI 0 1 0
6000243187 08/01/06 519 No MI 0 1 0
6000243190 07/28/06 651 No MI 0 1 0
6000243220 07/31/06 606 No MI 0 1 0
6000243238 08/01/06 602 No MI 0 1 0
6000243243 07/28/06 603 No MI 0 1 0
6000243253 07/28/06 553 No MI 0 1 0
6000243296 07/26/06 602 No MI 0 1 0
6000243320 08/07/06 601 No MI 0 1 0
6000243321 08/03/06 655 No MI 0 2 0
6000243322 07/26/06 607 No MI 0 1 0
6000243332 07/28/06 641 No MI 0 2 0
6000243342 08/04/06 684 No MI 0 2 0
6000243348 08/03/06 613 No MI 0 1 0
6000243354 08/04/06 623 No MI 0 1 0
6000243366 07/31/06 624 No MI 0 1 0
6000243369 08/09/06 665 No MI 0 1 0
6000243370 07/28/06 559 No MI 0 1 0
6000243379 07/31/06 640 No MI 0 1 0
6000243387 08/03/06 623 No MI 0 2 0
6000243400 07/31/06 563 No MI 0 1 0
6000243430 08/04/06 638 No MI 0 2 0
6000243431 07/26/06 602 No MI 0 2 0
6000243439 08/03/06 613 No MI 0 2 0
6000243444 07/31/06 624 No MI 0 2 0
6000243459 08/07/06 537 No MI 0 1 0
6000243507 07/28/06 572 No MI 0 1 0
6000243522 07/31/06 645 No MI 0 2 0
6000243523 07/26/06 616 No MI 0 1 0
6000243544 08/09/06 624 No MI 0 1 0
6000243567 07/31/06 613 No MI 0 1 0
6000243575 08/01/06 602 No MI 0 2 0
6000243580 07/31/06 734 No MI 0 1 0
6000243593 08/03/06 640 No MI 0 1 0
6000243594 07/28/06 707 No MI 0 1 0
6000243596 07/31/06 657 No MI 0 1 0
6000243603 07/31/06 640 No MI 0 2 0
6000243608 07/31/06 734 No MI 0 2 0
6000243616 07/31/06 528 No MI 0 1 0
6000243624 07/27/06 744 No MI 0 1 0
6000243626 07/26/06 582 No MI 0 1 0
6000243628 07/28/06 680 No MI 0 1 0
6000243632 08/04/06 620 No MI 0 1 0
6000243676 08/03/06 559 No MI 0 1 0
6000243680 07/28/06 680 No MI 0 2 0
6000243681 08/08/06 675 No MI 0 1 0
6000243700 08/01/06 527 No MI 0 1 0
6000243717 07/31/06 657 No MI 0 2 0
6000243724 07/28/06 569 No MI 0 1 0
6000243732 07/28/06 668 No MI 0 1 0
6000243754 07/28/06 668 No MI 0 2 0
6000243761 08/11/06 649 No MI 0 1 0
6000243774 07/31/06 672 No MI 0 1 0
6000243778 07/28/06 674 No MI 0 1 0
6000243817 08/01/06 613 No MI 0 1 0
6000243831 08/01/06 649 No MI 0 1 0
6000243835 08/02/06 697 No MI 0 1 0
6000243837 08/04/06 535 No MI 0 1 0
6000243867 08/14/06 660 No MI 0 1 0
6000243873 07/28/06 742 No MI 0 1 0
6000243895 07/28/06 613 No MI 0 1 0
6000243900 07/28/06 674 No MI 0 2 0
6000243901 08/04/06 666 No MI 0 1 0
6000243904 07/31/06 672 No MI 0 2 0
6000243908 08/14/06 660 No MI 0 2 0
6000243916 07/31/06 688 No MI 0 2 0
6000243925 08/11/06 649 No MI 0 2 0
6000243944 07/28/06 673 No MI 0 1 0
6000243949 08/02/06 697 No MI 0 2 0
6000243962 08/01/06 528 No MI 0 1 0
6000243976 07/31/06 613 No MI 0 2 0
6000243986 07/28/06 613 No MI 0 2 0
6000243990 08/11/06 606 No MI 0 1 0
6000244000 08/08/06 675 No MI 0 2 0
6000244006 08/01/06 616 No MI 0 1 0
6000244009 08/01/06 681 No MI 0 1 0
6000244015 07/31/06 717 No MI 0 1 0
6000244034 08/04/06 631 No MI 0 1 0
6000244084 08/01/06 600 No MI 0 1 0
6000244090 08/03/06 667 No MI 0 1 0
6000244098 08/03/06 728 No MI 0 1 0
6000244106 08/03/06 618 No MI 0 1 0
6000244108 07/31/06 614 No MI 0 1 0
6000244112 07/28/06 673 No MI 0 2 0
6000244116 08/15/06 650 No MI 0 1 0
6000244121 08/01/06 681 No MI 0 2 0
6000244130 08/16/06 603 No MI 0 2 0
6000244135 08/03/06 650 No MI 0 1 0
6000244139 07/31/06 672 No MI 0 1 0
6000244169 08/03/06 667 No MI 0 2 0
6000244170 08/11/06 607 No MI 0 1 0
6000244174 08/07/06 697 No MI 0 1 0
6000244186 08/11/06 601 No MI 0 2 0
6000244189 08/03/06 615 No MI 0 1 0
6000244192 08/03/06 650 No MI 0 2 0
6000244197 07/31/06 594 No MI 0 1 0
6000244200 07/31/06 621 No MI 0 1 0
6000244221 08/02/06 676 No MI 0 1 0
6000244231 08/15/06 650 No MI 0 2 0
6000244232 08/04/06 641 No MI 0 1 0
6000244246 08/02/06 619 No MI 0 1 0
6000244255 07/31/06 621 No MI 0 2 0
6000244260 07/31/06 672 No MI 0 2 0
6000244281 08/07/06 687 No MI 0 1 0
6000244285 08/16/06 641 No MI 0 1 0
6000244290 08/07/06 612 No MI 0 1 0
6000244296 08/08/06 627 No MI 0 1 0
6000244298 08/02/06 676 No MI 0 2 0
6000244300 08/09/06 618 No MI 0 1 0
6000244304 08/03/06 680 No MI 0 1 0
6000244305 08/03/06 528 No MI 0 1 0
6000244310 08/02/06 673 No MI 0 1 0
6000244321 08/04/06 583 No MI 0 1 0
6000244341 08/04/06 703 No MI 0 1 0
6000244343 08/07/06 687 No MI 0 2 0
6000244352 08/04/06 668 No MI 0 1 0
6000244358 08/03/06 680 No MI 0 2 0
6000244362 08/11/06 652 No MI 0 1 0
6000244386 08/04/06 552 No MI 0 1 0
6000244417 08/11/06 514 No MI 0 1 0
6000244419 08/09/06 584 No MI 0 1 0
6000244460 08/10/06 647 No MI 0 1 0
6000244467 08/07/06 570 No MI 0 1 0
6000244469 08/08/06 701 No MI 0 1 0
6000244475 08/01/06 528 No MI 0 1 0
6000244479 08/07/06 504 No MI 0 1 0
6000244485 08/03/06 701 No MI 0 2 0
6000244487 08/03/06 538 No MI 0 1 0
6000244506 08/10/06 652 No MI 0 1 0
6000244517 08/16/06 641 No MI 0 2 0
6000244531 08/07/06 697 No MI 0 2 0
6000244571 08/08/06 562 No MI 0 1 0
6000244574 08/03/06 631 No MI 0 1 0
6000244593 08/04/06 564 No MI 0 1 0
6000244614 08/02/06 594 No MI 0 1 0
6000244615 08/04/06 582 No MI 0 1 0
6000244672 08/11/06 582 No MI 0 1 0
6000244684 08/09/06 687 No MI 0 1 0
6000244692 08/04/06 593 No MI 0 1 0
6000244694 08/04/06 601 No MI 0 1 0
6000244696 08/03/06 688 No MI 0 1 0
6000244701 08/04/06 754 No MI 0 1 0
6000244725 08/03/06 688 No MI 0 2 0
6000244727 08/09/06 687 No MI 0 2 0
6000244738 08/09/06 604 No MI 0 1 0
6000244739 08/08/06 701 No MI 0 2 0
6000244757 08/04/06 601 No MI 0 2 0
6000244783 08/04/06 614 No MI 0 2 0
6000244799 08/14/06 613 No MI 0 1 0
6000244811 08/04/06 564 No MI 0 1 0
6000244814 08/10/06 656 No MI 0 1 0
6000244822 08/14/06 761 No MI 0 1 0
6000244829 08/04/06 529 No MI 0 1 0
6000244830 08/08/06 551 No MI 0 1 0
6000244832 08/10/06 638 No MI 0 1 0
6000244843 08/11/06 650 No MI 0 1 0
6000244882 08/02/06 729 No MI 0 2 0
6000244921 08/08/06 679 No MI 0 1 0
6000244930 08/11/06 650 No MI 0 2 0
6000244964 08/11/06 564 No MI 0 1 0
6000244967 08/08/06 679 No MI 0 1 0
6000245043 08/04/06 688 No MI 0 1 0
6000245063 08/08/06 620 No MI 0 1 0
6000245088 08/08/06 589 No MI 0 1 0
6000245092 08/04/06 688 No MI 0 2 0
6000245109 08/07/06 579 No MI 0 1 0
6000245112 08/07/06 607 No MI 0 1 0
6000245145 08/07/06 695 No MI 0 1 0
6000245173 08/09/06 535 No MI 0 1 0
6000245203 08/08/06 620 No MI 0 2 0
6000245204 08/07/06 514 No MI 0 1 0
6000245216 08/04/06 568 No MI 0 1 0
6000245228 08/04/06 645 No MI 0 2 0
6000245229 08/09/06 618 No MI 0 2 0
6000245249 08/07/06 695 No MI 0 2 0
6000245259 08/16/06 670 No MI 0 2 0
6000245273 08/08/06 678 No MI 0 1 0
6000245282 08/02/06 645 No MI 0 2 0
6000245297 08/09/06 590 No MI 0 1 0
6000245326 08/08/06 649 No MI 0 1 0
6000245344 08/10/06 621 No MI 0 1 0
6000245353 08/08/06 678 No MI 0 2 0
6000245354 08/08/06 649 No MI 0 2 0
6000245373 08/04/06 631 No MI 0 2 0
6000245398 08/14/06 573 No MI 0 1 0
6000245400 08/09/06 557 No MI 0 1 0
6000245470 08/04/06 666 No MI 0 2 0
6000245477 08/10/06 621 No MI 0 2 0
6000245566 08/08/06 622 No MI 0 1 0
6000245585 08/09/06 582 No MI 0 1 0
6000245634 08/16/06 672 No MI 0 1 0
6000245693 08/16/06 672 No MI 0 2 0
6000245708 08/11/06 626 No MI 0 1 0
6000245732 08/11/06 626 No MI 0 2 0
6000245738 08/11/06 660 No MI 0 1 0
6000245756 08/14/06 706 No MI 0 2 0
6000245768 08/10/06 666 No MI 0 1 0
6000245863 08/11/06 634 No MI 0 1 0
6000245867 08/10/06 666 No MI 0 2 0
6000245881 08/11/06 634 No MI 0 2 0
6000245954 08/11/06 647 No MI 0 1 0
6000245993 08/11/06 535 No MI 0 1 0
6000246034 08/11/06 602 No MI 0 1 0
6000246426 08/14/06 641 No MI 0 1 0
6000246507 08/14/06 613 No MI 0 2 0
6000246659 08/11/06 602 No MI 0 1 0
6000246690 08/11/06 602 No MI 0 2 0
6000246854 08/11/06 609 No MI 0 1 0
6000247000 08/11/06 609 No MI 0 2 0
6000247020 08/15/06 644 No MI 0 1 0
6000247080 08/15/06 644 No MI 0 2 0
6000247112 08/16/06 786 No MI 0 1 0
6100234309 06/20/06 666 No MI 0 1 0
7000192933 03/28/06 708 No MI 0 1 0
7000193346 03/22/06 675 No MI 0 1 0
7000195322 04/07/06 606 No MI 0 1 0
7000197200 05/23/06 537 No MI 0 1 0
7000198395 05/03/06 581 No MI 0 1 0
7000198995 05/03/06 581 No MI 0 2 0
7000199376 05/10/06 540 No MI 0 1 0
7000199568 05/17/06 693 No MI 0 1 0
7000199845 05/30/06 714 No MI 0 1 0
7000201118 05/18/06 661 No MI 0 1 0
7000201229 05/18/06 661 No MI 0 2 0
7000201452 05/22/06 649 No MI 0 1 0
7000202198 05/24/06 625 No MI 0 1 0
7000202472 05/22/06 649 No MI 0 2 0
7000202527 05/30/06 625 No MI 0 2 0
7000202690 06/16/06 579 No MI 0 1 0
7000202731 05/16/06 763 No MI 0 1 0
7000202855 05/22/06 625 No MI 0 1 0
7000202910 07/07/06 595 No MI 0 1 0
7000203015 05/22/06 702 No MI 0 1 0
7000203060 06/01/06 560 No MI 0 1 0
7000203288 06/06/06 702 No MI 0 1 0
7000203439 05/25/06 615 No MI 0 1 0
7000203525 07/19/06 628 No MI 0 1 0
7000203624 06/05/06 579 No MI 0 1 0
7000203879 06/08/06 536 No MI 0 1 0
7000204190 06/08/06 659 No MI 0 1 0
7000204241 06/20/06 615 No MI 0 1 0
7000204248 06/02/06 600 No MI 0 1 0
7000204266 07/18/06 633 No MI 0 1 0
7000204309 07/18/06 633 No MI 0 2 0
7000204365 06/20/06 615 No MI 0 2 0
7000204378 07/14/06 613 No MI 0 1 0
7000204392 07/14/06 613 No MI 0 2 0
7000204405 07/05/06 504 No MI 0 1 0
7000204455 05/30/06 705 No MI 0 1 0
7000204643 06/19/06 670 No MI 0 1 0
7000204972 07/05/06 637 No MI 0 1 0
7000205042 07/07/06 537 No MI 0 1 0
7000205081 07/05/06 637 No MI 0 2 0
7000205262 07/31/06 621 No MI 0 1 0
7000205324 06/19/06 529 No MI 0 1 0
7000205343 06/08/06 705 No MI 0 1 0
7000205364 06/12/06 655 No MI 0 1 0
7000205411 06/12/06 770 No MI 0 1 0
7000205534 06/30/06 592 No MI 0 1 0
7000205544 06/30/06 592 No MI 0 2 0
7000205672 06/12/06 556 No MI 0 1 0
7000205691 06/27/06 540 No MI 0 1 0
7000205764 07/18/06 713 No MI 0 1 0
7000205788 06/23/06 751 No MI 0 1 0
7000205823 08/04/06 601 No MI 0 1 0
7000205843 06/22/06 617 No MI 0 1 0
7000205852 06/28/06 580 No MI 0 1 0
7000205854 07/18/06 713 No MI 0 2 0
7000205941 07/06/06 557 No MI 0 1 0
7000205943 06/23/06 744 No MI 0 1 0
7000205957 06/12/06 715 No MI 0 1 0
7000205992 06/22/06 617 No MI 0 2 0
7000206048 08/04/06 601 No MI 0 2 0
7000206153 06/28/06 580 No MI 0 2 0
7000206171 06/23/06 571 No MI 0 1 0
7000206223 06/20/06 651 No MI 0 1 0
7000206305 06/14/06 605 No MI 0 1 0
7000206363 07/05/06 668 No MI 0 1 0
7000206422 06/20/06 674 No MI 0 1 0
7000206501 06/13/06 745 No MI 0 1 0
7000206535 06/26/06 620 No MI 0 1 0
7000206556 06/22/06 712 No MI 0 1 0
7000206568 06/26/06 608 No MI 0 1 0
7000206599 06/15/06 545 No MI 0 1 0
7000206632 06/26/06 608 No MI 0 2 0
7000206645 06/30/06 562 No MI 0 1 0
7000206726 06/30/06 654 No MI 0 1 0
7000206814 07/14/06 624 No MI 0 1 0
7000206875 07/25/06 754 No MI 0 1 0
7000206901 07/20/06 733 No MI 0 1 0
7000206902 07/14/06 624 No MI 0 2 0
7000206935 07/19/06 574 No MI 0 1 0
7000207032 06/19/06 648 No MI 0 1 0
7000207057 06/23/06 765 No MI 0 1 0
7000207064 06/22/06 606 No MI 0 1 0
7000207156 07/13/06 607 No MI 0 1 0
7000207164 07/13/06 607 No MI 0 2 0
7000207170 07/05/06 668 No MI 0 2 0
7000207193 06/26/06 614 No MI 0 1 0
7000207196 07/07/06 549 No MI 0 1 0
7000207207 06/29/06 607 No MI 0 1 0
7000207244 06/22/06 512 No MI 0 1 0
7000207248 06/21/06 619 No MI 0 1 0
7000207308 06/21/06 619 No MI 0 2 0
7000207319 07/11/06 533 No MI 0 1 0
7000207415 06/23/06 609 No MI 0 1 0
7000207417 06/22/06 711 No MI 0 1 0
7000207443 06/29/06 656 No MI 0 1 0
7000207474 06/29/06 584 No MI 0 1 0
7000207478 06/22/06 659 No MI 0 1 0
7000207519 06/29/06 628 No MI 0 1 0
7000207640 07/05/06 679 No MI 0 1 0
7000207702 06/29/06 656 No MI 0 2 0
7000207774 07/05/06 614 No MI 0 2 0
7000207792 07/27/06 680 No MI 0 1 0
7000207843 06/28/06 754 No MI 0 1 0
7000207855 07/27/06 680 No MI 0 2 0
7000207867 07/31/06 621 No MI 0 2 0
7000207909 07/10/06 640 No MI 0 1 0
7000207925 07/27/06 612 No MI 0 1 0
7000207934 07/14/06 575 No MI 0 1 0
7000207980 06/28/06 654 No MI 0 1 0
7000207989 07/12/06 576 No MI 0 1 0
7000208018 07/05/06 679 No MI 0 2 0
7000208025 06/28/06 621 No MI 0 1 0
7000208113 06/30/06 525 No MI 0 1 0
7000208125 07/19/06 662 No MI 0 1 0
7000208164 06/28/06 533 No MI 0 1 0
7000208197 06/26/06 501 No MI 0 1 0
7000208273 07/26/06 691 No MI 0 1 0
7000208278 07/10/06 608 No MI 0 1 0
7000208316 07/24/06 618 No MI 0 1 0
7000208333 07/11/06 605 No MI 0 1 0
7000208338 07/10/06 525 No MI 0 1 0
7000208346 07/27/06 631 No MI 0 1 0
7000208364 07/27/06 631 No MI 0 2 0
7000208372 07/10/06 630 No MI 0 1 0
7000208381 07/10/06 608 No MI 0 2 0
7000208405 08/02/06 652 No MI 0 1 0
7000208418 07/10/06 635 No MI 0 1 0
7000208435 07/10/06 635 No MI 0 2 0
7000208450 06/30/06 680 No MI 0 1 0
7000208501 07/12/06 616 No MI 0 1 0
7000208523 08/02/06 652 No MI 0 2 0
7000208528 06/30/06 680 No MI 0 2 0
7000208600 07/21/06 550 No MI 0 1 0
7000208639 07/28/06 664 No MI 0 1 0
7000208659 07/07/06 760 No MI 0 1 0
7000208663 07/10/06 641 No MI 0 1 0
7000208676 07/28/06 664 No MI 0 2 0
7000208724 07/10/06 641 No MI 0 2 0
7000208730 07/11/06 503 No MI 0 1 0
7000208734 07/10/06 663 No MI 0 1 0
7000208736 07/26/06 691 No MI 0 2 0
7000208784 07/13/06 629 No MI 0 1 0
7000208807 07/10/06 663 No MI 0 2 0
7000208811 07/07/06 760 No MI 0 2 0
7000208831 07/17/06 694 No MI 0 1 0
7000208859 07/26/06 630 No MI 0 1 0
7000208866 07/28/06 673 No MI 0 1 0
7000208867 07/28/06 673 No MI 0 2 0
7000208869 07/07/06 551 No MI 0 1 0
7000208881 07/20/06 587 No MI 0 1 0
7000208883 08/04/06 733 No MI 0 1 0
7000208903 07/07/06 742 No MI 0 1 0
7000208910 07/07/06 524 No MI 0 1 0
7000208922 07/17/06 694 No MI 0 2 0
7000208930 07/18/06 699 No MI 0 1 0
7000208945 08/04/06 559 No MI 0 1 0
7000208977 07/11/06 627 No MI 0 1 0
7000208979 07/06/06 601 No MI 0 1 0
7000208985 07/07/06 713 No MI 0 1 0
7000208987 07/19/06 633 No MI 0 1 0
7000209083 07/19/06 633 No MI 0 2 0
7000209090 07/26/06 587 No MI 0 1 0
7000209097 07/13/06 616 No MI 0 1 0
7000209164 07/18/06 666 No MI 0 1 0
7000209180 07/12/06 613 No MI 0 1 0
7000209182 08/01/06 704 No MI 0 1 0
7000209183 07/11/06 613 No MI 0 1 0
7000209191 07/10/06 647 No MI 0 2 0
7000209202 07/18/06 666 No MI 0 2 0
7000209206 07/21/06 629 No MI 0 1 0
7000209252 07/14/06 637 No MI 0 1 0
7000209269 08/01/06 522 No MI 0 1 0
7000209288 07/18/06 542 No MI 0 1 0
7000209325 07/07/06 670 No MI 0 1 0
7000209336 07/07/06 670 No MI 0 2 0
7000209368 07/18/06 640 No MI 0 1 0
7000209387 07/10/06 714 No MI 0 1 0
7000209389 08/03/06 697 No MI 0 1 0
7000209468 07/19/06 626 No MI 0 1 0
7000209476 07/28/06 542 No MI 0 1 0
7000209486 07/31/06 705 No MI 0 1 0
7000209496 07/18/06 714 No MI 0 1 0
7000209515 07/18/06 640 No MI 0 2 0
7000209518 07/19/06 626 No MI 0 2 0
7000209542 07/27/06 695 No MI 0 2 0
7000209544 07/18/06 596 No MI 0 1 0
7000209559 07/17/06 601 No MI 0 1 0
7000209599 07/24/06 700 No MI 0 1 0
7000209617 07/17/06 580 No MI 0 1 0
7000209618 07/31/06 573 No MI 0 1 0
7000209629 07/26/06 575 No MI 0 1 0
7000209650 07/12/06 613 No MI 0 2 0
7000209733 07/19/06 596 No MI 0 1 0
7000209734 07/26/06 510 No MI 0 1 0
7000209753 07/21/06 606 No MI 0 1 0
7000209760 07/12/06 604 No MI 0 1 0
7000209789 07/28/06 723 No MI 0 1 0
7000209821 07/18/06 567 No MI 0 1 0
7000209826 07/20/06 745 No MI 0 1 0
7000209839 08/10/06 697 No MI 0 1 0
7000209841 07/13/06 668 No MI 0 1 0
7000209843 07/21/06 660 No MI 0 1 0
7000209862 07/21/06 611 No MI 0 1 0
7000209931 07/13/06 654 No MI 0 1 0
7000209947 07/19/06 616 No MI 0 1 0
7000209952 07/31/06 705 No MI 0 1 0
7000209965 07/25/06 608 No MI 0 1 0
7000209977 07/21/06 678 No MI 0 1 0
7000209980 07/21/06 660 No MI 0 2 0
7000209984 08/03/06 697 No MI 0 2 0
7000209997 07/24/06 662 No MI 0 1 0
7000210029 07/13/06 654 No MI 0 2 0
7000210030 07/21/06 606 No MI 0 2 0
7000210036 07/28/06 635 No MI 0 1 0
7000210069 07/13/06 691 No MI 0 1 0
7000210075 07/17/06 673 No MI 0 1 0
7000210077 08/10/06 697 No MI 0 2 0
7000210085 07/31/06 705 No MI 0 2 0
7000210089 07/19/06 616 No MI 0 2 0
7000210137 07/19/06 603 No MI 0 1 0
7000210142 07/28/06 635 No MI 0 2 0
7000210151 07/20/06 620 No MI 0 1 0
7000210158 07/24/06 662 No MI 0 2 0
7000210183 07/17/06 673 No MI 0 2 0
7000210187 07/25/06 608 No MI 0 2 0
7000210196 07/18/06 750 No MI 0 1 0
7000210207 07/19/06 524 No MI 0 1 0
7000210254 07/21/06 634 No MI 0 1 0
7000210299 07/24/06 629 No MI 0 1 0
7000210300 07/20/06 620 No MI 0 2 0
7000210318 07/21/06 661 No MI 0 1 0
7000210337 08/03/06 617 No MI 0 1 0
7000210348 07/24/06 565 No MI 0 1 0
7000210365 07/24/06 591 No MI 0 1 0
7000210402 07/21/06 634 No MI 0 2 0
7000210424 08/03/06 614 No MI 0 1 0
7000210443 07/21/06 553 No MI 0 1 0
7000210445 07/28/06 672 No MI 0 1 0
7000210448 07/27/06 662 No MI 0 1 0
7000210454 07/28/06 672 No MI 0 2 0
7000210477 08/07/06 676 No MI 0 1 0
7000210502 07/19/06 550 No MI 0 1 0
7000210509 07/27/06 666 No MI 0 2 0
7000210512 07/28/06 548 No MI 0 1 0
7000210517 08/11/06 700 No MI 0 1 0
7000210528 07/21/06 661 No MI 0 2 0
7000210556 08/07/06 676 No MI 0 2 0
7000210561 08/07/06 622 No MI 0 1 0
7000210562 08/03/06 774 No MI 0 1 0
7000210576 08/07/06 622 No MI 0 2 0
7000210593 08/03/06 667 No MI 0 1 0
7000210594 07/31/06 635 No MI 0 1 0
7000210597 07/27/06 639 No MI 0 1 0
7000210600 07/26/06 672 No MI 0 1 0
7000210601 08/11/06 700 No MI 0 2 0
7000210612 07/26/06 620 No MI 0 1 0
7000210616 08/01/06 637 No MI 0 1 0
7000210626 07/31/06 635 No MI 0 2 0
7000210631 07/28/06 699 No MI 0 1 0
7000210634 07/28/06 699 No MI 0 2 0
7000210640 08/03/06 607 No MI 0 1 0
7000210649 07/25/06 612 No MI 0 1 0
7000210659 08/16/06 608 No MI 0 1 0
7000210672 08/03/06 667 No MI 0 2 0
7000210687 08/07/06 716 No MI 0 1 0
7000210696 08/16/06 608 No MI 0 2 0
7000210697 07/24/06 700 No MI 0 1 0
7000210706 07/27/06 699 No MI 0 1 0
7000210718 08/04/06 670 No MI 0 1 0
7000210741 07/28/06 612 No MI 0 1 0
7000210767 07/24/06 710 No MI 0 1 0
7000210769 07/26/06 758 No MI 0 1 0
7000210791 07/27/06 691 No MI 0 1 0
7000210794 07/26/06 628 No MI 0 1 0
7000210797 07/19/06 681 No MI 0 1 0
7000210799 07/24/06 700 No MI 0 2 0
7000210819 08/03/06 561 No MI 0 1 0
7000210823 07/27/06 699 No MI 0 2 0
7000210825 07/27/06 639 No MI 0 2 0
7000210840 07/24/06 710 No MI 0 2 0
7000210843 08/04/06 670 No MI 0 2 0
7000210857 08/02/06 683 No MI 0 1 0
7000210869 07/19/06 681 No MI 0 2 0
7000210874 07/20/06 638 No MI 0 1 0
7000210877 07/20/06 638 No MI 0 2 0
7000210881 07/25/06 612 No MI 0 2 0
7000210890 07/26/06 663 No MI 0 1 0
7000210894 08/10/06 670 No MI 0 1 0
7000210914 07/28/06 612 No MI 0 2 0
7000210923 07/21/06 676 No MI 0 1 0
7000210929 08/01/06 644 No MI 0 1 0
7000210931 08/07/06 612 No MI 0 1 0
7000210934 07/21/06 676 No MI 0 2 0
7000210952 07/31/06 673 No MI 0 1 0
7000210967 07/27/06 705 No MI 0 1 0
7000210974 07/27/06 616 No MI 0 1 0
7000210975 07/26/06 605 No MI 0 1 0
7000210983 07/26/06 663 No MI 0 2 0
7000210988 07/28/06 600 No MI 0 1 0
7000210996 07/28/06 642 No MI 0 1 0
7000211009 07/26/06 648 No MI 0 1 0
7000211016 07/26/06 665 No MI 0 1 0
7000211027 08/08/06 749 No MI 0 1 0
7000211029 08/01/06 670 No MI 0 1 0
7000211034 08/01/06 644 No MI 0 2 0
7000211042 07/27/06 616 No MI 0 2 0
7000211049 07/31/06 673 No MI 0 2 0
7000211051 07/28/06 600 No MI 0 2 0
7000211071 08/10/06 549 No MI 0 1 0
7000211082 07/28/06 605 No MI 0 1 0
7000211091 07/27/06 691 No MI 0 2 0
7000211104 08/03/06 565 No MI 0 1 0
7000211122 07/26/06 605 No MI 0 2 0
7000211139 07/26/06 693 No MI 0 1 0
7000211144 07/27/06 625 No MI 0 1 0
7000211150 07/27/06 667 No MI 0 1 0
7000211152 07/28/06 605 No MI 0 2 0
7000211170 08/02/06 551 No MI 0 1 0
7000211176 07/26/06 698 No MI 0 1 0
7000211211 07/26/06 673 No MI 0 1 0
7000211212 08/02/06 550 No MI 0 1 0
7000211247 07/26/06 698 No MI 0 2 0
7000211248 07/26/06 693 No MI 0 2 0
7000211254 07/27/06 705 No MI 0 2 0
7000211263 07/26/06 673 No MI 0 2 0
7000211267 07/24/06 652 No MI 0 2 0
7000211278 07/27/06 667 No MI 0 2 0
7000211279 07/27/06 625 No MI 0 2 0
7000211293 08/10/06 563 No MI 0 1 0
7000211304 07/24/06 669 No MI 0 2 0
7000211316 07/31/06 679 No MI 0 1 0
7000211320 08/01/06 676 No MI 0 1 0
7000211321 07/28/06 602 No MI 0 1 0
7000211323 07/28/06 580 No MI 0 1 0
7000211351 07/27/06 674 No MI 0 1 0
7000211353 08/01/06 612 No MI 0 1 0
7000211360 07/24/06 675 No MI 0 2 0
7000211363 08/10/06 633 No MI 0 1 0
7000211387 07/28/06 694 No MI 0 1 0
7000211397 08/03/06 660 No MI 0 1 0
7000211402 08/04/06 665 No MI 0 1 0
7000211407 08/08/06 716 No MI 0 1 0
7000211419 07/31/06 679 No MI 0 2 0
7000211444 07/25/06 509 No MI 0 1 0
7000211447 07/26/06 756 No MI 0 1 0
7000211463 08/08/06 613 No MI 0 1 0
7000211478 07/28/06 694 No MI 0 2 0
7000211480 08/04/06 665 No MI 0 2 0
7000211482 07/28/06 602 No MI 0 2 0
7000211492 08/01/06 676 No MI 0 2 0
7000211503 08/02/06 699 No MI 0 1 0
7000211530 07/25/06 508 No MI 0 1 0
7000211540 08/03/06 559 No MI 0 1 0
7000211547 07/27/06 643 No MI 0 1 0
7000211548 08/03/06 700 No MI 0 1 0
7000211556 08/08/06 620 No MI 0 1 0
7000211570 08/09/06 654 No MI 0 1 0
7000211575 08/02/06 683 No MI 0 2 0
7000211581 08/10/06 670 No MI 0 2 0
7000211590 08/01/06 616 No MI 0 1 0
7000211602 08/01/06 578 No MI 0 1 0
7000211627 08/03/06 660 No MI 0 2 0
7000211640 07/27/06 674 No MI 0 2 0
7000211644 07/25/06 670 No MI 0 1 0
7000211649 08/08/06 569 No MI 0 1 0
7000211651 08/03/06 700 No MI 0 2 0
7000211662 08/08/06 620 No MI 0 2 0
7000211674 08/09/06 661 No MI 0 1 0
7000211704 08/03/06 694 No MI 0 1 0
7000211707 08/08/06 650 No MI 0 1 0
7000211710 07/31/06 710 No MI 0 1 0
7000211718 08/01/06 703 No MI 0 1 0
7000211725 08/01/06 514 No MI 0 1 0
7000211752 07/31/06 710 No MI 0 2 0
7000211753 07/26/06 699 No MI 0 1 0
7000211774 07/27/06 616 No MI 0 1 0
7000211777 07/28/06 657 No MI 0 1 0
7000211798 07/31/06 692 No MI 0 1 0
7000211802 08/09/06 657 No MI 0 1 0
7000211806 07/28/06 633 No MI 0 1 0
7000211811 08/01/06 706 No MI 0 1 0
7000211820 08/03/06 694 No MI 0 2 0
7000211826 07/26/06 657 No MI 0 1 0
7000211838 07/28/06 585 No MI 0 1 0
7000211839 08/01/06 675 No MI 0 1 0
7000211865 08/07/06 588 No MI 0 1 0
7000211869 07/31/06 553 No MI 0 1 0
7000211878 08/01/06 703 No MI 0 2 0
7000211885 08/08/06 706 No MI 0 1 0
7000211945 08/09/06 657 No MI 0 2 0
7000211967 08/10/06 694 No MI 0 1 0
7000211969 08/09/06 628 No MI 0 1 0
7000211983 07/27/06 630 No MI 0 1 0
7000211988 07/26/06 628 No MI 0 2 0
7000211989 07/26/06 657 No MI 0 2 0
7000212003 07/27/06 671 No MI 0 1 0
7000212006 07/28/06 614 No MI 0 1 0
7000212009 07/27/06 630 No MI 0 2 0
7000212012 08/11/06 692 No MI 0 1 0
7000212017 07/28/06 657 No MI 0 2 0
7000212032 08/01/06 667 No MI 0 1 0
7000212056 08/03/06 613 No MI 0 1 0
7000212061 08/02/06 652 No MI 0 1 0
7000212079 08/02/06 699 No MI 0 2 0
7000212081 08/08/06 650 No MI 0 2 0
7000212083 07/31/06 692 No MI 0 2 0
7000212086 08/08/06 706 No MI 0 2 0
7000212088 07/27/06 671 No MI 0 2 0
7000212092 08/03/06 613 No MI 0 2 0
7000212115 08/02/06 652 No MI 0 2 0
7000212122 08/17/06 633 No MI 0 1 0
7000212143 07/31/06 706 No MI 0 1 0
7000212156 08/01/06 667 No MI 0 2 0
7000212159 08/02/06 706 No MI 0 1 0
7000212166 08/07/06 586 No MI 0 1 0
7000212167 08/02/06 652 No MI 0 1 0
7000212205 07/28/06 614 No MI 0 2 0
7000212208 07/31/06 706 No MI 0 2 0
7000212210 08/10/06 641 No MI 0 1 0
7000212211 08/04/06 635 No MI 0 1 0
7000212217 07/28/06 666 No MI 0 1 0
7000212226 08/02/06 706 No MI 0 2 0
7000212236 08/11/06 692 No MI 0 2 0
7000212268 08/02/06 652 No MI 0 2 0
7000212290 08/08/06 606 No MI 0 1 0
7000212292 08/09/06 671 No MI 0 1 0
7000212294 07/28/06 666 No MI 0 2 0
7000212306 07/31/06 600 No MI 0 1 0
7000212318 08/10/06 641 No MI 0 1 0
7000212344 08/09/06 602 No MI 0 1 0
7000212347 08/10/06 641 No MI 0 2 0
7000212348 08/08/06 709 No MI 0 1 0
7000212367 08/03/06 678 No MI 0 1 0
7000212376 08/04/06 732 No MI 0 1 0
7000212379 08/08/06 709 No MI 0 2 0
7000212382 08/09/06 689 No MI 0 1 0
7000212390 08/09/06 602 No MI 0 2 0
7000212400 08/10/06 623 No MI 0 1 0
7000212415 08/04/06 711 No MI 0 1 0
7000212440 08/08/06 641 No MI 0 2 0
7000212442 08/04/06 559 No MI 0 1 0
7000212462 08/10/06 623 No MI 0 2 0
7000212466 08/09/06 689 No MI 0 2 0
7000212506 08/03/06 697 No MI 0 1 0
7000212527 08/14/06 611 No MI 0 1 0
7000212533 08/09/06 652 No MI 0 1 0
7000212544 08/02/06 646 No MI 0 1 0
7000212547 08/11/06 547 No MI 0 1 0
7000212555 08/02/06 646 No MI 0 2 0
7000212611 08/07/06 610 No MI 0 1 0
7000212663 08/04/06 617 No MI 0 1 0
7000212690 08/14/06 611 No MI 0 2 0
7000212697 08/04/06 741 No MI 0 1 0
7000212699 08/10/06 531 No MI 0 1 0
7000212743 08/03/06 697 No MI 0 2 0
7000212766 08/09/06 682 No MI 0 1 0
7000212800 08/10/06 530 No MI 0 1 0
7000212827 08/09/06 581 No MI 0 1 0
7000212890 08/09/06 682 No MI 0 2 0
7000212903 08/07/06 620 No MI 0 1 0
7000212992 08/09/06 760 No MI 0 1 0
7000213054 08/07/06 620 No MI 0 2 0
7000213210 08/08/06 651 No MI 0 1 0
7000213264 08/08/06 533 No MI 0 1 0
7000213291 08/10/06 622 No MI 0 1 0
7000213515 08/10/06 622 No MI 0 2 0
7000213695 08/11/06 636 No MI 0 1 0
7000213762 08/10/06 610 No MI 0 1 0
7100207667 06/28/06 751 No MI 0 1 0
8000084972 03/28/06 633 No MI 0 1 0
8000085914 04/14/06 644 No MI 0 1 0
8000087608 05/30/06 751 No MI 0 1 0
8000087658 06/08/06 738 No MI 0 1 0
8000088411 06/28/06 585 No MI 0 1 0
8000088638 05/25/06 535 No MI 0 1 0
8000089054 05/23/06 710 No MI 0 1 0
8000089104 05/03/06 611 No MI 0 1 0
8000089658 05/05/06 601 No MI 0 1 0
8000089750 05/05/06 601 No MI 0 2 0
8000089771 06/30/06 636 No MI 0 1 0
8000089790 06/30/06 636 No MI 0 2 0
8000089871 05/25/06 621 No MI 0 1 0
8000089921 06/09/06 714 No MI 0 1 0
8000089941 06/19/06 627 No MI 0 1 0
8000090088 05/18/06 573 No MI 0 1 0
8000090109 06/23/06 769 No MI 0 1 0
8000090202 05/25/06 621 No MI 0 2 0
8000090327 05/10/06 561 No MI 0 1 0
8000090358 07/06/06 570 No MI 0 1 0
8000090609 06/06/06 582 No MI 0 1 0
8000090800 07/13/06 739 No MI 0 1 0
8000090871 05/25/06 609 No MI 0 1 0
8000091704 06/02/06 569 No MI 0 1 0
8000091775 06/20/06 529 No MI 0 1 0
8000092001 06/16/06 503 No MI 0 1 0
8000092033 06/23/06 601 No MI 0 1 0
8000092178 07/13/06 625 No MI 0 1 0
8000092447 06/05/06 621 No MI 0 1 0
8000092487 06/30/06 619 No MI 0 1 0
8000092553 06/16/06 633 No MI 0 1 0
8000092607 06/16/06 633 No MI 0 2 0
8000092848 06/27/06 661 No MI 0 1 0
8000092919 06/05/06 593 No MI 0 1 0
8000092986 06/08/06 689 No MI 0 1 0
8000093201 06/16/06 624 No MI 0 1 0
8000093460 06/08/06 607 No MI 0 1 0
8000093578 07/13/06 668 No MI 0 1 0
8000093631 07/13/06 668 No MI 0 2 0
8000093670 07/17/06 553 No MI 0 1 0
8000093680 06/13/06 701 No MI 0 1 0
8000093687 08/07/06 588 No MI 0 1 0
8000093774 06/21/06 787 No MI 0 1 0
8000093823 06/15/06 590 No MI 0 1 0
8000094022 07/14/06 560 No MI 0 1 0
8000094061 07/14/06 742 No MI 0 1 0
8000094078 07/31/06 585 No MI 0 1 0
8000094086 06/12/06 674 No MI 0 1 0
8000094121 07/31/06 692 No MI 0 2 0
8000094256 08/09/06 671 No MI 0 1 0
8000094305 08/14/06 648 No MI 0 1 0
8000094383 06/22/06 601 No MI 0 1 0
8000094398 06/16/06 629 No MI 0 1 0
8000094443 06/28/06 536 No MI 0 1 0
8000094483 08/09/06 671 No MI 0 2 0
8000094503 08/01/06 609 No MI 0 1 0
8000094586 06/29/06 595 No MI 0 1 0
8000094630 07/17/06 625 No MI 0 1 0
8000094708 06/26/06 539 No MI 0 1 0
8000094780 08/01/06 751 No MI 0 1 0
8000094931 07/28/06 683 No MI 0 1 0
8000094981 06/28/06 580 No MI 0 1 0
8000094991 07/31/06 694 No MI 0 2 0
8000095036 07/21/06 621 No MI 0 2 0
8000095047 07/28/06 683 No MI 0 2 0
8000095053 08/09/06 697 No MI 0 2 0
8000095130 06/29/06 532 No MI 0 1 0
8000095216 06/30/06 559 No MI 0 1 0
8000095294 07/18/06 503 No MI 0 1 0
8000095337 07/18/06 612 No MI 0 1 0
8000095422 07/21/06 612 No MI 0 1 0
8000095453 06/26/06 653 No MI 0 1 0
8000095465 07/14/06 683 No MI 0 1 0
8000095485 07/14/06 683 No MI 0 2 0
8000095504 07/21/06 612 No MI 0 2 0
8000095526 07/17/06 656 No MI 0 1 0
8000095530 06/29/06 574 No MI 0 1 0
8000095538 07/07/06 660 No MI 0 1 0
8000095570 07/14/06 647 No MI 0 1 0
8000095605 06/26/06 611 No MI 0 1 0
8000095651 07/21/06 522 No MI 0 1 0
8000095694 07/21/06 636 No MI 0 1 0
8000095700 08/08/06 697 No MI 0 1 0
8000095701 08/10/06 620 No MI 0 1 0
8000095719 08/08/06 697 No MI 0 2 0
8000095720 07/21/06 636 No MI 0 2 0
8000095722 08/02/06 744 No MI 0 1 0
8000095723 06/30/06 729 No MI 0 1 0
8000095772 07/19/06 672 No MI 0 1 0
8000095805 07/31/06 643 No MI 0 1 0
8000095807 07/31/06 702 No MI 0 2 0
8000095839 07/31/06 673 No MI 0 2 0
8000095879 07/21/06 620 No MI 0 1 0
8000095884 07/31/06 749 No MI 0 1 0
8000095906 07/28/06 721 No MI 0 1 0
8000095916 07/19/06 672 No MI 0 2 0
8000095926 07/18/06 702 No MI 0 1 0
8000095940 07/28/06 721 No MI 0 2 0
8000095941 07/18/06 702 No MI 0 2 0
8000095953 07/31/06 693 No MI 0 1 0
8000096024 07/26/06 650 No MI 0 1 0
8000096034 07/28/06 690 No MI 0 1 0
8000096059 07/31/06 693 No MI 0 2 0
8000096067 07/28/06 690 No MI 0 2 0
8000096100 07/26/06 650 No MI 0 2 0
8000096138 07/18/06 645 No MI 0 1 0
8000096157 07/28/06 649 No MI 0 1 0
8000096159 08/01/06 687 No MI 0 2 0
8000096193 07/28/06 649 No MI 0 2 0
8000096206 07/26/06 613 No MI 0 1 0
8000096212 07/18/06 645 No MI 0 2 0
8000096241 07/26/06 613 No MI 0 2 0
8000096283 08/11/06 606 No MI 0 1 0
8000096315 07/26/06 557 No MI 0 1 0
8000096396 07/31/06 726 No MI 0 1 0
8000096406 07/21/06 647 No MI 0 1 0
8000096429 07/11/06 709 No MI 0 1 0
8000096441 07/19/06 617 No MI 0 1 0
8000096442 07/31/06 726 No MI 0 2 0
8000096449 07/21/06 647 No MI 0 2 0
8000096455 07/26/06 630 No MI 0 1 0
8000096466 07/20/06 541 No MI 0 1 0
8000096479 07/11/06 709 No MI 0 2 0
8000096481 08/11/06 747 No MI 0 1 0
8000096482 07/13/06 591 No MI 0 1 0
8000096546 08/08/06 712 No MI 0 1 0
8000096549 07/28/06 737 No MI 0 1 0
8000096566 07/12/06 649 No MI 0 1 0
8000096586 07/26/06 600 No MI 0 1 0
8000096596 07/26/06 599 No MI 0 1 0
8000096607 07/19/06 617 No MI 0 2 0
8000096614 07/18/06 617 No MI 0 1 0
8000096616 08/04/06 788 No MI 0 1 0
8000096621 07/17/06 560 No MI 0 1 0
8000096670 08/04/06 788 No MI 0 2 0
8000096673 07/27/06 725 No MI 0 1 0
8000096678 08/01/06 618 No MI 0 2 0
8000096710 07/17/06 648 No MI 0 1 0
8000096712 07/31/06 616 No MI 0 1 0
8000096726 07/31/06 746 No MI 0 1 0
8000096733 08/04/06 526 No MI 0 1 0
8000096750 07/19/06 638 No MI 0 1 0
8000096829 07/28/06 699 No MI 0 1 0
8000096876 08/02/06 715 No MI 0 1 0
8000096889 07/28/06 699 No MI 0 2 0
8000096896 08/02/06 650 No MI 0 1 0
8000096897 07/28/06 619 No MI 0 1 0
8000096898 07/17/06 698 No MI 0 1 0
8000096920 08/02/06 650 No MI 0 2 0
8000096957 07/21/06 629 No MI 0 1 0
8000096958 07/24/06 564 No MI 0 1 0
8000096974 08/02/06 715 No MI 0 2 0
8000097009 07/18/06 557 No MI 0 1 0
8000097025 07/14/06 589 No MI 0 1 0
8000097031 08/02/06 669 No MI 0 2 0
8000097049 08/10/06 580 No MI 0 1 0
8000097055 08/08/06 617 No MI 0 1 0
8000097070 08/03/06 687 No MI 0 1 0
8000097101 08/11/06 703 No MI 0 1 0
8000097134 08/11/06 703 No MI 0 2 0
8000097152 08/11/06 601 No MI 0 1 0
8000097174 08/03/06 645 No MI 0 1 0
8000097274 07/26/06 724 No MI 0 1 0
8000097293 07/28/06 691 No MI 0 1 0
8000097299 08/07/06 715 No MI 0 2 0
8000097303 07/21/06 600 No MI 0 1 0
8000097322 08/04/06 681 No MI 0 1 0
8000097329 07/31/06 575 No MI 0 1 0
8000097347 07/31/06 594 No MI 0 1 0
8000097351 08/10/06 663 No MI 0 1 0
8000097352 08/07/06 539 No MI 0 1 0
8000097361 07/26/06 521 No MI 0 1 0
8000097369 08/03/06 687 No MI 0 2 0
8000097371 07/31/06 723 No MI 0 1 0
8000097377 07/25/06 711 No MI 0 1 0
8000097385 07/21/06 651 No MI 0 1 0
8000097388 08/07/06 648 No MI 0 1 0
8000097400 08/08/06 633 No MI 0 1 0
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8000097714 08/01/06 679 No MI 0 1 0
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8100086892 06/09/06 736 No MI 0 1 0
8100092457 06/01/06 558 No MI 0 1 0
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3000073781 04/14/06 511 No MI 0 1 0
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3000153766 06/27/06 642 No MI 0 1 0
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3000160834 06/23/06 704 No MI 0 1 0
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3000173500 06/30/06 561 No MI 0 1 0
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3000182567 06/28/06 548 No MI 0 1 0
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3000190590 06/27/06 696 No MI 0 1 0
3000190716 06/27/06 696 No MI 0 2 0
3000194652 06/28/06 582 No MI 0 1 0
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3000197450 06/27/06 611 No MI 0 1 0
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3000225169 08/01/06 641 No MI 0 1 0
3000225374 07/20/06 529 No MI 0 1 0
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3000232226 08/18/06 692 No MI 0 2 0
3000232910 07/19/06 656 No MI 0 1 0
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3000260481 07/27/06 656 No MI 0 1 0
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3000264986 07/26/06 649 No MI 0 1 0
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3000280577 08/03/06 656 No MI 0 1 0
3000280680 08/03/06 656 No MI 0 2 0
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3000284797 08/31/06 560 No MI 0 1 0
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3000290988 08/25/06 659 No MI 0 2 0
3000291046 08/22/06 655 No MI 0 1 0
3000291319 08/22/06 655 No MI 0 2 0
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3000293026 08/23/06 664 No MI 0 1 0
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3000293914 08/07/06 721 No MI 0 1 0
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3000294711 08/21/06 613 No MI 0 1 0
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3000298522 08/04/06 692 No MI 0 1 0
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3000299179 08/10/06 649 No MI 0 2 0
3000300218 08/16/06 689 No MI 0 1 0
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3000301709 08/07/06 749 No MI 0 1 0
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3000303051 08/09/06 645 No MI 0 2 0
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3000303493 08/03/06 689 No MI 0 1 0
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3000304586 08/07/06 698 No MI 0 1 0
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3000304837 09/01/06 604 No MI 0 1 0
3000304848 09/01/06 604 No MI 0 2 0
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3000306112 08/03/06 686 No MI 0 2 0
3000306316 08/25/06 616 No MI 0 1 0
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3000306737 08/10/06 641 No MI 0 1 0
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3000306839 08/28/06 643 No MI 0 2 0
3000306873 08/21/06 632 No MI 0 1 0
3000307885 08/24/06 620 No MI 0 1 0
3000308762 08/21/06 671 No MI 0 1 0
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3000310038 08/11/06 661 No MI 0 2 0
3000310185 08/08/06 602 No MI 0 1 0
3000310312 08/08/06 602 No MI 0 2 0
3000310937 08/10/06 640 No MI 0 1 0
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3000311665 08/18/06 681 No MI 0 1 0
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3000312132 08/22/06 674 No MI 0 1 0
3000312198 08/22/06 674 No MI 0 2 0
3000312336 08/25/06 728 No MI 0 1 0
3000312358 08/11/06 764 No MI 0 1 0
3000312461 08/31/06 506 No MI 0 1 0
3000312542 08/08/06 719 No MI 0 1 0
3000312666 08/08/06 719 No MI 0 2 0
3000312906 08/21/06 692 No MI 0 1 0
3000313019 08/21/06 692 No MI 0 2 0
3000313213 08/29/06 757 No MI 0 1 0
3000314588 08/11/06 656 No MI 0 2 0
3000314737 08/21/06 660 No MI 0 1 0
3000314839 08/31/06 665 No MI 0 2 0
3000314942 08/28/06 617 No MI 0 1 0
3000314986 08/28/06 617 No MI 0 2 0
3000316693 08/17/06 725 No MI 0 1 0
3000316977 08/15/06 643 No MI 0 1 0
3000317035 08/17/06 737 No MI 0 1 0
3000317091 08/15/06 643 No MI 0 2 0
3000317137 08/17/06 737 No MI 0 2 0
3000317763 08/11/06 625 No MI 0 1 0
3000318003 08/11/06 625 No MI 0 2 0
3000319059 08/16/06 654 No MI 0 1 0
3000319106 08/16/06 654 No MI 0 2 0
3000319140 08/10/06 597 No MI 0 1 0
3000319787 08/25/06 632 No MI 0 1 0
3000319834 08/30/06 650 No MI 0 1 0
3000319867 08/23/06 633 No MI 0 1 0
3000319890 08/30/06 650 No MI 0 2 0
3000319958 08/23/06 633 No MI 0 2 0
3000320405 08/17/06 622 No MI 0 1 0
3000320416 08/09/06 653 No MI 0 2 0
3000320520 08/17/06 622 No MI 0 2 0
3000320531 08/28/06 635 No MI 0 1 0
3000320600 08/17/06 614 No MI 0 1 0
3000320666 08/18/06 644 No MI 0 1 0
3000320677 08/28/06 635 No MI 0 2 0
3000320757 08/18/06 644 No MI 0 2 0
3000320860 08/24/06 654 No MI 0 1 0
3000320917 08/16/06 651 No MI 0 1 0
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3000325182 08/16/06 503 No MI 0 1 0
3000325375 08/28/06 614 No MI 0 1 0
3000325400 08/11/06 641 No MI 0 1 0
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3000325499 08/28/06 614 No MI 0 2 0
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3000330281 08/15/06 691 No MI 0 2 0
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3000332227 08/18/06 645 No MI 0 1 0
3000332341 08/18/06 645 No MI 0 2 0
3000332363 08/25/06 526 No MI 0 1 0
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3000339304 08/25/06 649 No MI 0 2 0
3000339393 08/25/06 701 No MI 0 1 0
3000339894 09/01/06 767 No MI 0 1 0
3000340329 08/18/06 636 No MI 0 1 0
3000340374 08/25/06 587 No MI 0 1 0
3000340568 08/18/06 636 No MI 0 2 0
3000340604 08/18/06 626 No MI 0 2 0
3000340762 08/16/06 550 No MI 0 1 0
3000340795 08/22/06 780 No MI 0 1 0
3000340820 08/22/06 780 No MI 0 2 0
3000341171 08/18/06 663 No MI 0 2 0
3000341627 08/18/06 653 No MI 0 1 0
3000341785 08/18/06 653 No MI 0 2 0
3000341876 09/01/06 621 No MI 0 1 0
3000342003 09/01/06 621 No MI 0 2 0
3000342172 08/23/06 629 No MI 0 1 0
3000342526 08/18/06 656 No MI 0 1 0
3000342742 08/16/06 696 No MI 0 1 0
3000342888 08/16/06 696 No MI 0 2 0
3000343015 08/30/06 632 No MI 0 1 0
3000343219 08/30/06 632 No MI 0 2 0
3000343300 08/23/06 629 No MI 0 2 0
3000344276 08/18/06 676 No MI 0 1 0
3000344788 08/18/06 676 No MI 0 2 0
3000344813 08/24/06 646 No MI 0 1 0
3000345017 08/25/06 601 No MI 0 1 0
3000345142 08/18/06 622 No MI 0 1 0
3000345186 08/25/06 633 No MI 0 1 0
3000345324 08/21/06 622 No MI 0 1 0
3000345379 08/22/06 539 No MI 0 1 0
3000345493 08/25/06 633 No MI 0 2 0
3000345972 08/17/06 500 No MI 0 1 0
3000346597 08/25/06 635 No MI 0 1 0
3000346677 08/18/06 624 No MI 0 1 0
3000346768 08/21/06 745 No MI 0 1 0
3000346804 08/25/06 635 No MI 0 2 0
3000347008 08/25/06 626 No MI 0 1 0
3000347246 08/25/06 626 No MI 0 2 0
3000347510 08/17/06 693 No MI 0 1 0
3000348522 08/18/06 711 No MI 0 1 0
3000348646 09/01/06 689 No MI 0 1 0
3000349124 08/18/06 711 No MI 0 2 0
3000349442 08/23/06 646 No MI 0 1 0
3000349475 08/21/06 641 No MI 0 1 0
3000349523 09/01/06 635 No MI 0 1 0
3000349578 08/23/06 646 No MI 0 2 0
3000349829 09/01/06 635 No MI 0 2 0
3000350275 08/23/06 681 No MI 0 1 0
3000351356 08/25/06 601 No MI 0 1 0
3000351868 08/23/06 576 No MI 0 1 0
3000351959 08/22/06 620 No MI 0 1 0
3000352299 08/22/06 620 No MI 0 2 0
3000353007 08/23/06 616 No MI 0 1 0
3000353600 08/25/06 567 No MI 0 1 0
3000353644 08/23/06 629 No MI 0 1 0
3000353815 08/23/06 629 No MI 0 2 0
3000353940 08/21/06 745 No MI 0 2 0
3000354064 08/18/06 654 No MI 0 1 0
3000354521 08/30/06 702 No MI 0 1 0
3000354598 08/30/06 702 No MI 0 2 0
3000354850 08/25/06 679 No MI 0 1 0
3000355305 08/25/06 602 No MI 0 1 0
3000355474 08/25/06 602 No MI 0 2 0
3000355613 08/24/06 723 No MI 0 1 0
3000355635 08/25/06 679 No MI 0 2 0
3000355748 08/24/06 723 No MI 0 2 0
3000355931 08/31/06 605 No MI 0 1 0
3000356431 08/31/06 605 No MI 0 2 0
3000356954 08/23/06 629 No MI 0 1 0
3000357170 08/23/06 629 No MI 0 2 0
3000357443 08/18/06 771 No MI 0 1 0
3000357751 08/22/06 692 No MI 0 1 0
3000357773 08/22/06 648 No MI 0 1 0
3000357842 08/22/06 648 No MI 0 2 0
3000357875 08/24/06 589 No MI 0 1 0
3000358035 08/22/06 692 No MI 0 2 0
3000358319 08/24/06 671 No MI 0 1 0
3000358331 08/23/06 642 No MI 0 1 0
3000358488 08/24/06 671 No MI 0 2 0
3000358627 08/23/06 642 No MI 0 2 0
3000358796 08/18/06 724 No MI 0 1 0
3000359025 08/18/06 724 No MI 0 2 0
3000359924 08/21/06 657 No MI 0 1 0
3000359968 08/31/06 735 No MI 0 1 0
3000360006 08/31/06 735 No MI 0 2 0
3000361176 08/31/06 608 No MI 0 1 0
3000362781 09/06/06 671 No MI 0 1 0
3000363076 09/06/06 671 No MI 0 2 0
3000363533 08/25/06 647 No MI 0 1 0
3000363840 08/25/06 647 No MI 0 2 0
3000363895 08/25/06 695 No MI 0 1 0
3000364339 08/25/06 695 No MI 0 2 0
3000367105 08/25/06 503 No MI 0 1 0
3000367387 08/21/06 660 No MI 0 2 0
3000367478 08/25/06 602 No MI 0 2 0
3000367571 08/25/06 640 No MI 0 1 0
3000368162 08/23/06 705 No MI 0 2 0
3000368618 08/26/06 685 No MI 0 2 0
3000368710 08/24/06 511 No MI 0 1 0
3000369436 08/30/06 645 No MI 0 1 0
3000369675 08/28/06 644 No MI 0 1 0
3000369824 08/30/06 645 No MI 0 2 0
3000369835 08/25/06 780 No MI 0 1 0
3000369926 08/28/06 644 No MI 0 2 0
3000369960 08/26/06 611 No MI 0 2 0
3000370133 08/25/06 780 No MI 0 2 0
3000370587 08/24/06 571 No MI 0 1 0
3000372885 08/23/06 612 No MI 0 1 0
3000372987 08/23/06 612 No MI 0 2 0
3000373454 08/25/06 642 No MI 0 1 0
3000373579 08/31/06 630 No MI 0 1 0
3000373739 08/31/06 630 No MI 0 2 0
3000374046 08/24/06 646 No MI 0 2 0
3000374228 08/25/06 642 No MI 0 2 0
3000375673 08/25/06 576 No MI 0 1 0
3000376139 08/25/06 649 No MI 0 1 0
3000376300 08/25/06 649 No MI 0 2 0
3000376798 08/25/06 629 No MI 0 1 0
3000376958 08/25/06 629 No MI 0 2 0
3000377129 08/31/06 624 No MI 0 1 0
3000377141 08/25/06 682 No MI 0 1 0
3000377458 08/28/06 680 No MI 0 1 0
3000377470 08/28/06 723 No MI 0 1 0
3000377517 08/24/06 625 No MI 0 1 0
3000377573 08/28/06 680 No MI 0 2 0
3000377619 08/28/06 723 No MI 0 2 0
3000377653 08/24/06 625 No MI 0 2 0
3000377697 08/25/06 704 No MI 0 1 0
3000377802 08/25/06 704 No MI 0 2 0
3000377868 08/25/06 575 No MI 0 1 0
3000378574 08/31/06 660 No MI 0 1 0
3000378701 08/31/06 660 No MI 0 2 0
3000378892 08/25/06 710 No MI 0 1 0
3000379018 08/25/06 710 No MI 0 2 0
3000379381 08/24/06 637 No MI 0 1 0
3000379940 08/25/06 618 No MI 0 1 0
3000380339 08/25/06 655 No MI 0 1 0
3000380340 08/24/06 637 No MI 0 2 0
3000380431 08/31/06 697 No MI 0 1 0
3000380523 08/25/06 655 No MI 0 2 0
3000380534 08/31/06 697 No MI 0 2 0
3000381238 08/31/06 640 No MI 0 1 0
3000381591 08/25/06 601 No MI 0 1 0
3000381604 08/31/06 640 No MI 0 2 0
3000381966 08/31/06 792 No MI 0 1 0
3000382046 08/31/06 632 No MI 0 1 0
3000382126 08/31/06 792 No MI 0 2 0
3000382228 08/31/06 632 No MI 0 2 0
3000382353 08/25/06 556 No MI 0 1 0
3000382945 08/25/06 705 No MI 0 1 0
3000383150 08/25/06 705 No MI 0 2 0
3000383593 08/31/06 619 No MI 0 1 0
3000383720 08/31/06 677 No MI 0 1 0
3000384004 08/25/06 742 No MI 0 1 0
3000384106 08/25/06 625 No MI 0 1 0
3000384925 08/30/06 658 No MI 0 1 0
3000385005 08/30/06 658 No MI 0 2 0
3000386698 08/25/06 675 No MI 0 1 0
3000386836 08/31/06 608 No MI 0 2 0
3000386972 08/31/06 624 No MI 0 1 0
3000387325 08/25/06 599 No MI 0 1 0
3000389156 08/25/06 724 No MI 0 1 0
3000393857 08/31/06 661 No MI 0 1 0
3000394095 08/31/06 661 No MI 0 2 0
3000395859 08/29/06 671 No MI 0 1 0
3000395871 08/29/06 671 No MI 0 2 0
3000397680 08/28/06 710 No MI 0 1 0
3000397817 08/28/06 710 No MI 0 2 0
3000399114 08/31/06 674 No MI 0 1 0
3000399216 08/31/06 674 No MI 0 2 0
3000399329 09/06/06 666 No MI 0 1 0
3000412155 09/05/06 666 No MI 0 1 0
3000412315 09/05/06 666 No MI 0 2 0
3100206576 08/03/06 546 No MI 0 1 0
3100263770 08/03/06 758 No MI 0 1 0
3100281248 08/16/06 600 No MI 0 1 0
3100314806 08/31/06 665 No MI 0 1 0
3100374104 08/23/06 602 No MI 0 1 0
5000211894 04/25/06 508 No MI 0 1 0
5000212336 05/23/06 778 No MI 0 1 0
5000215110 05/19/06 633 No MI 0 1 0
5000218935 06/20/06 583 No MI 0 1 0
5000221185 06/08/06 729 No MI 0 1 0
5000221588 07/05/06 760 No MI 0 1 0
5000223098 06/20/06 551 No MI 0 1 0
5000223099 06/16/06 762 No MI 0 1 0
5000223423 06/20/06 597 No MI 0 1 0
5000223923 07/28/06 715 No MI 0 1 0
5000224029 07/28/06 715 No MI 0 2 0
5000224660 06/28/06 525 No MI 0 1 0
5000225012 06/30/06 630 No MI 0 1 0
5000225274 07/13/06 638 No MI 0 1 0
5000225369 07/19/06 626 No MI 0 1 0
5000226241 08/14/06 524 No MI 0 1 0
5000226852 08/17/06 710 No MI 0 1 0
5000226907 07/27/06 675 No MI 0 1 0
5000226968 08/25/06 571 No MI 0 1 0
5000227120 08/10/06 741 No MI 0 1 0
5000227306 08/25/06 685 No MI 0 1 0
6000221449 04/13/06 630 No MI 0 1 0
6000230493 05/25/06 640 No MI 0 1 0
6000231836 05/25/06 667 No MI 0 1 0
6000235648 06/16/06 514 No MI 0 1 0
6000236318 07/07/06 521 No MI 0 1 0
6000236920 07/10/06 631 No MI 0 1 0
6000237015 06/26/06 693 No MI 0 1 0
6000237149 06/26/06 693 No MI 0 2 0
6000237170 06/22/06 535 No MI 0 1 0
6000237254 06/29/06 542 No MI 0 1 0
6000237724 06/23/06 550 No MI 0 1 0
6000237928 06/30/06 740 No MI 0 1 0
6000238878 08/21/06 523 No MI 0 1 0
6000238944 07/31/06 635 No MI 0 1 0
6000238962 07/05/06 504 No MI 0 1 0
6000239209 07/19/06 588 No MI 0 1 0
6000239664 07/14/06 525 No MI 0 1 0
6000239942 07/27/06 624 No MI 0 1 0
6000240204 07/26/06 661 No MI 0 1 0
6000240370 07/25/06 718 No MI 0 1 0
6000240382 07/11/06 574 No MI 0 1 0
6000240487 07/21/06 500 No MI 0 1 0
6000240516 08/14/06 626 No MI 0 1 0
6000240569 07/19/06 571 No MI 0 1 0
6000240760 08/25/06 611 No MI 0 1 0
6000241110 07/24/06 542 No MI 0 1 0
6000241148 08/21/06 563 No MI 0 1 0
6000241277 08/03/06 620 No MI 0 1 0
6000241429 07/18/06 698 No MI 0 1 0
6000241509 07/21/06 630 No MI 0 1 0
6000241749 07/28/06 580 No MI 0 1 0
6000241833 07/18/06 698 No MI 0 2 0
6000241900 07/28/06 719 No MI 0 1 0
6000241952 07/28/06 719 No MI 0 2 0
6000242020 08/10/06 582 No MI 0 1 0
6000242072 07/31/06 547 No MI 0 1 0
6000242821 08/03/06 655 No MI 0 1 0
6000242988 07/31/06 766 No MI 0 1 0
6000243034 07/28/06 803 No MI 0 1 0
6000243142 07/28/06 803 No MI 0 2 0
6000243452 08/01/06 627 No MI 0 1 0
6000243453 08/21/06 646 No MI 0 1 0
6000243568 08/21/06 646 No MI 0 2 0
6000243912 08/04/06 550 No MI 0 1 0
6000243970 08/31/06 710 No MI 0 1 0
6000243997 08/03/06 550 No MI 0 1 0
6000244003 08/09/06 675 No MI 0 1 0
6000244072 08/03/06 516 No MI 0 1 0
6000244240 08/21/06 553 No MI 0 1 0
6000244257 08/31/06 710 No MI 0 2 0
6000244316 08/16/06 526 No MI 0 1 0
6000244383 08/10/06 772 No MI 0 1 0
6000244548 08/14/06 715 No MI 0 1 0
6000244555 08/11/06 665 No MI 0 1 0
6000244557 08/11/06 665 No MI 0 2 0
6000244594 08/22/06 603 No MI 0 1 0
6000244618 08/24/06 642 No MI 0 1 0
6000244697 08/11/06 647 No MI 0 1 0
6000244722 08/24/06 642 No MI 0 2 0
6000244796 08/22/06 603 No MI 0 2 0
6000244853 08/15/06 600 No MI 0 1 0
6000244860 08/14/06 642 No MI 0 1 0
6000244918 08/24/06 542 No MI 0 1 0
6000244987 08/15/06 614 No MI 0 1 0
6000245020 08/30/06 621 No MI 0 1 0
6000245152 08/11/06 681 No MI 0 1 0
6000245162 08/14/06 600 No MI 0 1 0
6000245177 08/31/06 508 No MI 0 1 0
6000245198 08/31/06 606 No MI 0 1 0
6000245220 08/22/06 508 No MI 0 1 0
6000245223 08/04/06 579 No MI 0 1 0
6000245239 08/16/06 600 No MI 0 1 0
6000245317 08/10/06 597 No MI 0 1 0
6000245419 08/17/06 703 No MI 0 1 0
6000245427 08/18/06 671 No MI 0 1 0
6000245432 08/23/06 650 No MI 0 1 0
6000245673 08/23/06 624 No MI 0 1 0
6000245696 08/10/06 714 No MI 0 1 0
6000245729 08/11/06 577 No MI 0 1 0
6000245775 08/16/06 638 No MI 0 1 0
6000245783 08/29/06 521 No MI 0 1 0
6000245787 08/16/06 638 No MI 0 2 0
6000245846 08/28/06 612 No MI 0 1 0
6000245931 08/16/06 704 No MI 0 1 0
6000245980 08/22/06 678 No MI 0 1 0
6000245997 08/23/06 645 No MI 0 1 0
6000246065 08/29/06 748 No MI 0 1 0
6000246118 08/25/06 601 No MI 0 2 0
6000246152 08/16/06 704 No MI 0 2 0
6000246199 08/25/06 624 No MI 0 1 0
6000246202 08/15/06 697 No MI 0 1 0
6000246241 08/29/06 577 No MI 0 1 0
6000246256 08/16/06 601 No MI 0 1 0
6000246289 09/05/06 640 No MI 0 1 0
6000246327 09/05/06 640 No MI 0 2 0
6000246330 08/23/06 531 No MI 0 1 0
6000246388 08/31/06 662 No MI 0 1 0
6000246403 08/31/06 662 No MI 0 2 0
6000246453 08/25/06 646 No MI 0 1 0
6000246472 08/25/06 673 No MI 0 1 0
6000246508 08/21/06 785 No MI 0 1 0
6000246537 08/25/06 646 No MI 0 2 0
6000246579 08/25/06 673 No MI 0 2 0
6000246593 08/24/06 585 No MI 0 1 0
6000246615 08/23/06 647 No MI 0 1 0
6000246617 08/25/06 712 No MI 0 1 0
6000246652 08/25/06 712 No MI 0 2 0
6000246724 08/18/06 662 No MI 0 1 0
6000246727 08/23/06 710 No MI 0 1 0
6000246751 08/23/06 633 No MI 0 1 0
6000246809 08/23/06 633 No MI 0 2 0
6000246865 08/24/06 618 No MI 0 1 0
6000246934 08/18/06 761 No MI 0 1 0
6000246988 08/23/06 710 No MI 0 2 0
6000246990 08/23/06 625 No MI 0 1 0
6000247069 08/18/06 761 No MI 0 2 0
6000247099 08/22/06 612 No MI 0 1 0
6000247129 08/21/06 632 No MI 0 1 0
6000247162 08/21/06 632 No MI 0 2 0
6000247205 08/31/06 640 No MI 0 2 0
6000247235 08/31/06 668 No MI 0 1 0
6000247236 08/25/06 620 No MI 0 1 0
6000247317 08/30/06 621 No MI 0 2 0
6000247339 08/25/06 617 No MI 0 1 0
6000247341 08/28/06 576 No MI 0 1 0
6000247378 08/28/06 526 No MI 0 1 0
6000247380 08/22/06 612 No MI 0 2 0
6000247384 08/30/06 686 No MI 0 1 0
6000247448 08/29/06 763 No MI 0 1 0
6000247494 08/30/06 686 No MI 0 2 0
6000247498 08/25/06 675 No MI 0 1 0
6000247518 08/25/06 559 No MI 0 1 0
6000247531 08/25/06 608 No MI 0 1 0
6000247557 08/25/06 675 No MI 0 2 0
6000247677 08/22/06 507 No MI 0 1 0
6000247680 08/24/06 604 No MI 0 1 0
6000247699 08/25/06 556 No MI 0 1 0
6000247702 08/25/06 608 No MI 0 2 0
6000247711 08/29/06 591 No MI 0 1 0
6000247728 08/29/06 763 No MI 0 2 0
6000247740 08/22/06 596 No MI 0 1 0
6000247757 08/23/06 607 No MI 0 1 0
6000247770 08/22/06 554 No MI 0 1 0
6000247823 08/31/06 655 No MI 0 1 0
6000247875 08/22/06 733 No MI 0 1 0
6000247920 08/30/06 686 No MI 0 1 0
6000247921 08/25/06 663 No MI 0 1 0
6000247951 08/22/06 587 No MI 0 1 0
6000248050 08/30/06 686 No MI 0 2 0
6000248052 08/23/06 597 No MI 0 1 0
6000248180 08/25/06 525 No MI 0 1 0
6000248190 08/28/06 587 No MI 0 1 0
6000248203 08/25/06 569 No MI 0 1 0
6000248206 08/28/06 564 No MI 0 1 0
6000248208 08/28/06 677 No MI 0 1 0
6000248225 08/25/06 667 No MI 0 1 0
6000248233 08/25/06 640 No MI 0 1 0
6000248237 08/25/06 663 No MI 0 2 0
6000248254 09/05/06 672 No MI 0 1 0
6000248275 09/05/06 672 No MI 0 2 0
6000248276 08/28/06 677 No MI 0 2 0
6000248287 08/25/06 667 No MI 0 2 0
6000248290 08/25/06 640 No MI 0 2 0
6000248371 08/31/06 600 No MI 0 1 0
6000248404 08/28/06 713 No MI 0 2 0
6000248431 08/28/06 643 No MI 0 1 0
6000248439 08/31/06 600 No MI 0 2 0
6000248469 08/28/06 643 No MI 0 2 0
6000248545 08/25/06 668 No MI 0 1 0
6000248558 08/24/06 605 No MI 0 1 0
6000248638 08/31/06 614 No MI 0 1 0
6000248664 08/25/06 615 No MI 0 1 0
6000248700 08/31/06 608 No MI 0 1 0
6000248734 08/25/06 656 No MI 0 1 0
6000248778 08/25/06 668 No MI 0 2 0
6000248806 08/30/06 646 No MI 0 1 0
6000248812 08/23/06 625 No MI 0 2 0
6000248833 08/28/06 645 No MI 0 1 0
6000248835 08/25/06 557 No MI 0 1 0
6000248838 08/25/06 608 No MI 0 1 0
6000248849 08/30/06 646 No MI 0 2 0
6000248874 08/30/06 642 No MI 0 1 0
6000248879 08/25/06 608 No MI 0 2 0
6000248889 08/28/06 645 No MI 0 2 0
6000248907 08/25/06 656 No MI 0 2 0
6000248909 09/05/06 625 No MI 0 1 0
6000248938 09/05/06 625 No MI 0 2 0
6000249025 09/05/06 620 No MI 0 1 0
6000249070 08/31/06 712 No MI 0 1 0
6000249077 08/30/06 550 No MI 0 1 0
6000249134 08/29/06 603 No MI 0 1 0
6000249141 08/25/06 519 No MI 0 1 0
6000249178 08/30/06 675 No MI 0 1 0
6000249185 09/05/06 620 No MI 0 2 0
6000249211 08/30/06 675 No MI 0 2 0
6000249326 08/29/06 745 No MI 0 1 0
6000249330 08/31/06 712 No MI 0 2 0
6000249334 08/31/06 619 No MI 0 1 0
6000249346 08/29/06 644 No MI 0 1 0
6000249357 08/29/06 745 No MI 0 2 0
6000249405 08/29/06 644 No MI 0 2 0
6000249443 08/31/06 649 No MI 0 1 0
6000249480 08/29/06 672 No MI 0 1 0
6000249496 08/31/06 511 No MI 0 1 0
6000249527 08/29/06 672 No MI 0 2 0
6000249649 08/31/06 649 No MI 0 2 0
6000249703 08/31/06 746 No MI 0 1 0
6000249761 08/29/06 623 No MI 0 1 0
6000249766 08/29/06 623 No MI 0 2 0
6000249860 08/31/06 550 No MI 0 1 0
6000249870 08/31/06 746 No MI 0 2 0
6000249908 08/31/06 686 No MI 0 1 0
6000250181 09/05/06 644 No MI 0 1 0
6000250273 09/05/06 644 No MI 0 2 0
7000001530 05/01/06 510 No MI 0 1 0
7000203959 05/24/06 721 No MI 0 1 0
7000205562 06/29/06 695 No MI 0 1 0
7000205707 06/08/06 536 No MI 0 1 0
7000205730 06/09/06 520 No MI 0 1 0
7000205739 06/29/06 695 No MI 0 2 0
7000206122 06/12/06 541 No MI 0 1 0
7000206508 06/16/06 520 No MI 0 1 0
7000206911 06/19/06 720 No MI 0 1 0
7000207259 06/20/06 666 No MI 0 1 0
7000207577 06/23/06 547 No MI 0 1 0
7000207913 07/26/06 526 No MI 0 1 0
7000208213 07/10/06 683 No MI 0 1 0
7000208299 07/13/06 701 No MI 0 1 0
7000208377 07/20/06 541 No MI 0 1 0
7000208613 06/29/06 638 No MI 0 1 0
7000208696 07/12/06 701 No MI 0 1 0
7000208771 07/12/06 701 No MI 0 2 0
7000208944 07/10/06 782 No MI 0 1 0
7000209047 07/12/06 757 No MI 0 1 0
7000209194 08/10/06 624 No MI 0 1 0
7000209255 07/19/06 537 No MI 0 1 0
7000209626 07/25/06 719 No MI 0 1 0
7000209643 08/30/06 662 No MI 0 1 0
7000209830 08/02/06 695 No MI 0 1 0
7000209916 07/28/06 705 No MI 0 1 0
7000209936 08/30/06 662 No MI 0 2 0
7000209942 07/28/06 705 No MI 0 2 0
7000210070 08/02/06 695 No MI 0 2 0
7000210169 08/18/06 600 No MI 0 1 0
7000210208 07/17/06 513 No MI 0 1 0
7000210213 08/18/06 600 No MI 0 2 0
7000210232 07/25/06 568 No MI 0 1 0
7000210244 08/10/06 633 No MI 0 1 0
7000210315 07/31/06 752 No MI 0 1 0
7000210345 08/21/06 578 No MI 0 1 0
7000210386 08/24/06 643 No MI 0 1 0
7000210390 08/25/06 675 No MI 0 1 0
7000210421 08/24/06 643 No MI 0 2 0
7000210422 08/10/06 633 No MI 0 2 0
7000210463 08/25/06 675 No MI 0 2 0
7000210490 07/24/06 694 No MI 0 1 0
7000210510 07/28/06 582 No MI 0 1 0
7000210531 07/31/06 648 No MI 0 1 0
7000210731 08/31/06 658 No MI 0 1 0
7000210847 08/09/06 640 No MI 0 1 0
7000210919 08/09/06 640 No MI 0 2 0
7000211018 08/11/06 663 No MI 0 1 0
7000211069 08/04/06 623 No MI 0 1 0
7000211197 08/04/06 623 No MI 0 2 0
7000211220 08/02/06 556 No MI 0 1 0
7000211225 08/11/06 663 No MI 0 2 0
7000211240 08/02/06 686 No MI 0 1 0
7000211274 08/15/06 606 No MI 0 1 0
7000211350 08/08/06 508 No MI 0 1 0
7000211364 07/31/06 655 No MI 0 1 0
7000211388 08/02/06 751 No MI 0 1 0
7000211571 08/02/06 669 No MI 0 1 0
7000211592 08/02/06 751 No MI 0 2 0
7000211634 08/07/06 581 No MI 0 1 0
7000211705 08/07/06 618 No MI 0 1 0
7000211781 08/02/06 725 No MI 0 1 0
7000211797 08/07/06 618 No MI 0 2 0
7000212018 08/10/06 771 No MI 0 1 0
7000212063 08/10/06 771 No MI 0 2 0
7000212097 08/11/06 658 No MI 0 1 0
7000212116 08/11/06 592 No MI 0 1 0
7000212117 08/17/06 564 No MI 0 1 0
7000212123 08/11/06 658 No MI 0 2 0
7000212209 07/31/06 734 No MI 0 1 0
7000212309 08/02/06 532 No MI 0 1 0
7000212327 08/04/06 656 No MI 0 2 0
7000212328 07/31/06 734 No MI 0 2 0
7000212408 08/10/06 642 No MI 0 1 0
7000212413 08/26/06 530 No MI 0 1 0
7000212430 08/18/06 525 No MI 0 1 0
7000212447 08/11/06 642 No MI 0 1 0
7000212461 08/10/06 564 No MI 0 1 0
7000212518 08/18/06 644 No MI 0 1 0
7000212535 08/14/06 529 No MI 0 1 0
7000212573 08/10/06 642 No MI 0 2 0
7000212582 08/22/06 619 No MI 0 1 0
7000212595 08/24/06 514 No MI 0 1 0
7000212613 08/07/06 788 No MI 0 1 0
7000212664 08/23/06 619 No MI 0 2 0
7000212667 08/14/06 649 No MI 0 1 0
7000212678 08/14/06 649 No MI 0 2 0
7000212709 08/18/06 610 No MI 0 1 0
7000212714 08/11/06 690 No MI 0 1 0
7000212715 08/15/06 666 No MI 0 1 0
7000212723 08/09/06 592 No MI 0 1 0
7000212738 08/10/06 696 No MI 0 1 0
7000212742 08/15/06 666 No MI 0 2 0
7000212748 08/11/06 642 No MI 0 2 0
7000212756 08/10/06 549 No MI 0 1 0
7000212782 08/10/06 672 No MI 0 1 0
7000212806 08/16/06 623 No MI 0 1 0
7000212825 08/23/06 666 No MI 0 1 0
7000212850 08/23/06 654 No MI 0 1 0
7000212872 08/16/06 623 No MI 0 2 0
7000212889 08/23/06 666 No MI 0 2 0
7000212912 08/07/06 612 No MI 0 1 0
7000212913 08/24/06 608 No MI 0 1 0
7000212914 08/04/06 668 No MI 0 1 0
7000212988 08/16/06 649 No MI 0 1 0
7000213018 08/11/06 690 No MI 0 2 0
7000213029 08/11/06 664 No MI 0 1 0
7000213113 08/07/06 612 No MI 0 2 0
7000213203 08/09/06 608 No MI 0 1 0
7000213226 08/16/06 629 No MI 0 1 0
7000213265 08/11/06 664 No MI 0 2 0
7000213266 08/09/06 614 No MI 0 1 0
7000213298 08/10/06 648 No MI 0 1 0
7000213349 08/14/06 672 No MI 0 1 0
7000213376 08/10/06 648 No MI 0 2 0
7000213390 08/11/06 555 No MI 0 1 0
7000213395 08/11/06 768 No MI 0 1 0
7000213447 08/16/06 599 No MI 0 1 0
7000213482 08/17/06 714 No MI 0 1 0
7000213487 08/17/06 774 No MI 0 1 0
7000213491 08/14/06 672 No MI 0 2 0
7000213497 08/17/06 572 No MI 0 1 0
7000213513 08/15/06 601 No MI 0 1 0
7000213563 08/25/06 651 No MI 0 1 0
7000213586 08/15/06 601 No MI 0 2 0
7000213624 08/17/06 774 No MI 0 2 0
7000213630 08/18/06 670 No MI 0 2 0
7000213632 08/14/06 625 No MI 0 1 0
7000213640 08/17/06 717 No MI 0 1 0
7000213646 08/17/06 714 No MI 0 2 0
7000213689 08/28/06 603 No MI 0 1 0
7000213749 08/25/06 537 No MI 0 1 0
7000213764 08/25/06 651 No MI 0 2 0
7000213773 08/23/06 551 No MI 0 1 0
7000213790 08/25/06 573 No MI 0 1 0
7000213807 08/18/06 558 No MI 0 1 0
7000213813 08/22/06 587 No MI 0 1 0
7000213829 08/30/06 610 No MI 0 1 0
7000213866 08/14/06 712 No MI 0 1 0
7000213882 08/15/06 707 No MI 0 1 0
7000213900 08/18/06 640 No MI 0 1 0
7000213905 08/15/06 707 No MI 0 2 0
7000213930 08/28/06 658 No MI 0 1 0
7000213940 08/14/06 712 No MI 0 2 0
7000213966 08/18/06 640 No MI 0 2 0
7000213978 08/23/06 582 No MI 0 1 0
7000213987 08/21/06 727 No MI 0 1 0
7000214022 08/23/06 514 No MI 0 1 0
7000214024 08/17/06 566 No MI 0 1 0
7000214039 08/21/06 727 No MI 0 2 0
7000214046 08/25/06 658 No MI 0 2 0
7000214048 08/21/06 658 No MI 0 2 0
7000214064 08/14/06 625 No MI 0 2 0
7000214128 08/23/06 534 No MI 0 1 0
7000214224 08/17/06 684 No MI 0 1 0
7000214229 08/23/06 652 No MI 0 1 0
7000214241 08/17/06 684 No MI 0 2 0
7000214247 08/18/06 646 No MI 0 2 0
7000214283 08/22/06 707 No MI 0 1 0
7000214317 08/24/06 715 No MI 0 1 0
7000214325 08/22/06 673 No MI 0 1 0
7000214344 08/22/06 707 No MI 0 2 0
7000214350 08/23/06 670 No MI 0 1 0
7000214357 08/24/06 777 No MI 0 1 0
7000214360 08/28/06 757 No MI 0 2 0
7000214362 08/18/06 644 No MI 0 2 0
7000214365 08/23/06 652 No MI 0 2 0
7000214374 08/17/06 703 No MI 0 1 0
7000214376 08/23/06 660 No MI 0 1 0
7000214407 08/17/06 703 No MI 0 2 0
7000214430 08/24/06 712 No MI 0 2 0
7000214471 08/24/06 777 No MI 0 2 0
7000214484 08/24/06 583 No MI 0 1 0
7000214496 08/22/06 653 No MI 0 1 0
7000214506 08/22/06 653 No MI 0 2 0
7000214543 08/24/06 650 No MI 0 1 0
7000214547 08/23/06 604 No MI 0 1 0
7000214561 08/30/06 645 No MI 0 1 0
7000214565 08/29/06 639 No MI 0 1 0
7000214570 08/23/06 670 No MI 0 2 0
7000214599 08/31/06 523 No MI 0 1 0
7000214649 08/30/06 630 No MI 0 1 0
7000214657 08/24/06 650 No MI 0 2 0
7000214661 08/23/06 642 No MI 0 1 0
7000214667 08/24/06 714 No MI 0 1 0
7000214704 08/24/06 714 No MI 0 2 0
7000214718 08/30/06 630 No MI 0 2 0
7000214768 08/24/06 600 No MI 0 1 0
7000214799 08/29/06 798 No MI 0 1 0
7000214818 08/23/06 642 No MI 0 2 0
7000214819 08/29/06 639 No MI 0 2 0
7000214828 08/31/06 678 No MI 0 1 0
7000214881 08/24/06 631 No MI 0 1 0
7000214887 09/01/06 607 No MI 0 1 0
7000214905 08/24/06 600 No MI 0 2 0
7000214925 08/24/06 631 No MI 0 2 0
7000214984 08/29/06 798 No MI 0 2 0
7000215139 08/31/06 678 No MI 0 2 0
8000085902 05/12/06 743 No MI 0 1 0
8000090755 05/16/06 641 No MI 0 1 0
8000092787 07/17/06 713 No MI 0 1 0
8000092868 07/17/06 713 No MI 0 2 0
8000093247 06/16/06 661 No MI 0 1 0
8000094770 08/15/06 674 No MI 0 1 0
8000095417 07/06/06 731 No MI 0 1 0
8000095671 07/19/06 505 No MI 0 1 0
8000095902 08/14/06 509 No MI 0 1 0
8000096181 07/14/06 704 No MI 0 1 0
8000096882 08/25/06 513 No MI 0 1 0
8000097091 07/19/06 595 No MI 0 1 0
8000097227 08/22/06 653 No MI 0 1 0
8000097254 08/16/06 697 No MI 0 1 0
8000097309 08/16/06 697 No MI 0 2 0
8000097323 08/22/06 653 No MI 0 2 0
8000097391 08/14/06 616 No MI 0 1 0
8000097656 07/28/06 560 No MI 0 1 0
8000097688 08/25/06 603 No MI 0 1 0
8000097750 08/24/06 659 No MI 0 1 0
8000097762 08/18/06 619 No MI 0 1 0
8000097791 08/03/06 630 No MI 0 1 0
8000097851 07/26/06 537 No MI 0 1 0
8000097944 08/24/06 659 No MI 0 2 0
8000097948 08/04/06 734 No MI 0 1 0
8000097960 08/18/06 609 No MI 0 1 0
8000098149 08/11/06 656 No MI 0 1 0
8000098197 08/18/06 609 No MI 0 2 0
8000098225 08/18/06 649 No MI 0 1 0
8000098233 07/28/06 657 No MI 0 1 0
8000098259 07/31/06 638 No MI 0 1 0
8000098288 08/16/06 575 No MI 0 1 0
8000098292 08/30/06 681 No MI 0 1 0
8000098295 08/23/06 551 No MI 0 1 0
8000098317 08/30/06 681 No MI 0 2 0
8000098335 08/14/06 576 No MI 0 1 0
8000098351 08/18/06 649 No MI 0 2 0
8000098358 08/07/06 637 No MI 0 1 0
8000098401 08/16/06 648 No MI 0 1 0
8000098612 08/16/06 525 No MI 0 1 0
8000098632 08/31/06 629 No MI 0 1 0
8000098644 08/18/06 668 No MI 0 1 0
8000098678 08/18/06 668 No MI 0 2 0
8000098704 08/31/06 629 No MI 0 2 0
8000098710 08/18/06 543 No MI 0 1 0
8000098744 08/31/06 525 No MI 0 1 0
8000098755 08/23/06 652 No MI 0 1 0
8000098786 08/17/06 723 No MI 0 1 0
8000098801 08/17/06 723 No MI 0 2 0
8000098805 08/23/06 652 No MI 0 2 0
8000098990 08/31/06 628 No MI 0 1 0
8000098993 08/24/06 600 No MI 0 1 0
8000099037 08/30/06 610 No MI 0 1 0
8000099045 08/21/06 644 No MI 0 2 0
8000099215 08/11/06 643 No MI 0 1 0
8000099244 08/11/06 643 No MI 0 2 0
8000099258 08/18/06 706 No MI 0 1 0
8000099260 08/25/06 602 No MI 0 1 0
8000099292 08/18/06 607 No MI 0 1 0
8000099507 08/24/06 598 No MI 0 1 0
8000099582 08/22/06 554 No MI 0 1 0
8000099741 08/23/06 656 No MI 0 1 0
8000099762 08/25/06 604 No MI 0 1 0
8000099772 08/31/06 642 No MI 0 1 0
8000099773 08/23/06 656 No MI 0 2 0
8000099783 08/25/06 670 No MI 0 1 0
8000099800 08/31/06 642 No MI 0 2 0
8000099824 08/31/06 546 No MI 0 1 0
8000099835 08/29/06 577 No MI 0 1 0
8000099878 08/23/06 658 No MI 0 1 0
8000099886 08/25/06 689 No MI 0 1 0
8000099896 08/25/06 682 No MI 0 1 0
8000099931 08/25/06 670 No MI 0 2 0
8000099971 08/25/06 625 No MI 0 1 0
8000099979 08/30/06 663 No MI 0 1 0
8000099998 08/24/06 546 No MI 0 1 0
8000100091 08/18/06 515 No MI 0 1 0
8000100112 08/14/06 670 No MI 0 1 0
8000100115 08/30/06 663 No MI 0 2 0
8000100118 08/14/06 670 No MI 0 2 0
8000100171 08/16/06 624 No MI 0 1 0
8000100198 08/23/06 658 No MI 0 2 0
8000100204 08/24/06 521 No MI 0 1 0
8000100206 08/31/06 721 No MI 0 1 0
8000100210 08/24/06 642 No MI 0 2 0
8000100239 09/01/06 622 No MI 0 1 0
8000100275 08/22/06 666 No MI 0 1 0
8000100297 08/31/06 721 No MI 0 2 0
8000100317 08/25/06 621 No MI 0 1 0
8000100344 08/22/06 612 No MI 0 1 0
8000100349 08/25/06 682 No MI 0 2 0
8000100375 08/31/06 668 No MI 0 1 0
8000100433 08/22/06 612 No MI 0 2 0
8000100452 08/25/06 565 No MI 0 1 0
8000100457 08/25/06 654 No MI 0 1 0
8000100507 08/31/06 668 No MI 0 2 0
8000100533 08/24/06 670 No MI 0 1 0
8000100563 08/31/06 626 No MI 0 2 0
8000100583 08/24/06 651 No MI 0 1 0
8000100586 08/31/06 669 No MI 0 1 0
8000100597 08/30/06 699 No MI 0 1 0
8000100637 08/25/06 579 No MI 0 1 0
8000100665 08/30/06 699 No MI 0 2 0
8000100683 08/23/06 640 No MI 0 1 0
8000100689 08/24/06 670 No MI 0 2 0
8000100729 09/01/06 622 No MI 0 2 0
8000100743 08/31/06 626 No MI 0 1 0
8000100772 08/31/06 669 No MI 0 2 0
8000100868 08/25/06 593 No MI 0 1 0
8000100976 08/31/06 626 No MI 0 2 0
8000100999 08/28/06 671 No MI 0 2 0
8000101054 08/25/06 633 No MI 0 2 0
8000101124 09/05/06 591 No MI 0 1 0
8000101134 08/31/06 657 No MI 0 1 0
8000101206 08/30/06 638 No MI 0 1 0
8000101241 08/31/06 649 No MI 0 2 0
8000101257 08/31/06 682 No MI 0 1 0
8000101276 08/31/06 682 No MI 0 2 0
8000101399 08/30/06 638 No MI 0 2 0
8000101406 08/31/06 617 No MI 0 1 0
LOAN NUMBER NEG AMORT CAP NEG AMORT FLAG ORIGINATOR SERVICER SERVICING FEE CUSTODIAN
- ----------- ------------- -------------- ---------- -------- ------------- ---------
1000309078 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000314552 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000316803 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000317096 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000318104 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000318322 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000318624 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000319217 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000319764 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000320600 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000320923 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000320949 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000321045 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000321167 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000321220 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000321248 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000321474 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000321640 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000321668 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000321727 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000321731 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000321874 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000321939 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000322191 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000322357 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000322430 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000322604 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000322620 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000322730 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000322739 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000323092 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000323255 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000323464 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000323627 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000323637 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000323648 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000323852 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000323893 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000323944 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000323982 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000324040 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000324055 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000324065 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000324078 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000324173 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000324291 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000324332 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000324392 0 N Fremont Wells Fargo 0.5 Deutsche Bank
1000324560 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000062243 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000063938 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000064392 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000090258 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000096334 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000098201 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000103082 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000104891 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000105734 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000105869 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000106074 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000111413 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000112960 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000113790 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000119514 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000120458 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000120481 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000120517 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000123188 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000124646 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000128070 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000128786 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000129048 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000129220 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000130542 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000131304 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000131952 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000134513 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000135638 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000135876 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000136194 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000137015 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000138038 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000138799 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000140112 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000142329 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000142637 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000143080 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000143331 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000144207 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000144252 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000144365 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000144753 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000145253 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000146389 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000146744 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000147028 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000147108 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000147277 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000148597 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000148995 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000150057 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000150627 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000151445 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000151935 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000152457 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000152981 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000154983 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000155837 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000156872 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000157134 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000157407 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000158590 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000158987 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000159421 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000159706 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000159999 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000161005 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000161937 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000162346 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000162676 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000162858 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000163369 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000163449 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000163483 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000163575 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000164509 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000165292 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000166293 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000166603 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000166987 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000167227 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000167465 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000167693 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000167819 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000168320 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000168397 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000168466 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000169070 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000170028 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000170222 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000170530 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000170994 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000171085 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000171461 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000171780 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000172053 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000173087 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000173338 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000174408 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000174501 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000175238 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000175659 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000176832 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000177105 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000177138 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000177332 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000177720 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000177811 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000178140 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000178685 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000179083 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000179185 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000179982 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000180462 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000180532 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000180792 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000180827 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000181032 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000181305 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000182124 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000182420 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000182658 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000182716 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000182863 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000182874 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000183001 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000183216 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000183513 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000183820 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000183944 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000184080 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000184159 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000184694 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000184796 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000184854 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000185172 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000185560 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000185731 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000185968 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000186322 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000186480 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000186583 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000186641 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000187243 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000187403 0 N Fremont Wells Fargo 0.5 Deutsche Bank
3000187620 0 N Fremont Wells Fargo 0.5 Deutsche Bank
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LOAN NUMBER CUTOFF DATE DELQ CUTOFF DATE GCFP PURCHASE DATE PREFUNDING FLAG GROUP
- ----------- ----------- ---------------- ------------------ --------------- -----
1000309078 09/01/06 08/31/06 09/25/06 Initial 1
1000314552 09/01/06 08/31/06 09/25/06 Initial 1
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1000314633 09/01/06 08/31/06 09/25/06 Initial 2
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8000101399 10/01/06 09/30/06 10/30/06 Prefunding 2
8000101406 10/01/06 09/30/06 10/30/06 Prefunding 2
EXHIBIT E
REQUEST FOR RELEASE
To: Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California 92705-4934
| Re: | Pooling and Servicing Agreement dated as of September 1, 2006, among Financial Asset Securities Corp. as Depositor, Wells Fargo Bank, N.A., as Servicer, and Deutsche Bank National Trust Company, a national banking association, as 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 Or 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
Deutsche Bank National Trust Company
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 TRUSTEE’S INITIAL CERTIFICATION
October __, 2006
Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830
| Re: | Pooling and Servicing Agreement dated as of September 1, 2006, among Financial Asset Securities Corp. as Depositor, Wells Fargo Bank, N.A., as Servicer, and Deutsche Bank National Trust Company, a national banking association, as Trustee |
Ladies and Gentlemen:
Attached is the Trustee’s preliminary exception report delivered in accordance with Section 2.02 of the referenced Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Pooling and Servicing Agreement.
The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. The Trustee makes no representations as to (i) the validity, legality, sufficiency, enforceability or genuineness of any of the documents contained in the Mortgage File pertaining to the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan or (iii) whether any Mortgage File includes any of the documents specified in clause (vi) of Section 2.01 of the Pooling and Servicing Agreement.
DEUTSCHE BANK NATIONAL TRUST COMPANY | |
| | |
By: | | |
Name: | | |
Title: | | |
EXHIBIT F-2
FORM OF TRUSTEE’S FINAL CERTIFICATION
________________
[Date]
Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830
Re: | Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of September 1, 2006 among Financial Asset Securities Corp., as Depositor, Wells Fargo Bank, N.A., as servicer and Deutsche Bank National Trust Company, as Trustee with respect to Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 |
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 | |
| | |
By: | | |
Name: | | |
Title: | | |
EXHIBIT F-3
FORM OF RECEIPT OF MORTGAGE NOTE
Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830
| Re: | Fremont Home Loan Trust 2006-3, Asset-Backed Certificates Series 2006-3 |
Ladies and Gentlemen:
Pursuant to Section 2.01 of the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of September 1, 2006 among Financial Asset Securities Corp., as Depositor, Wells Fargo Bank, N.A., 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 Fremont Home Loan Trust 2006-3, Asset-Backed Certificates Series 2006-3, 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: _______________________
_______________________
| ) | |
| ) | 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
KNOW ALL MEN BY THESE PRESENTS, that [NAME OF MORTGAGEE, ASSIGNEE OR LAST ENDORSEE, AS APPLICABLE], [a ___________________ corporation][a national banking organization], having its principal place of business at __________________________, (the “Undersigned”), pursuant to that Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”) among Financial Asset Securities Corp. (the “Owner”), Deutsche Bank National Trust Company and Wells Fargo Bank, N.A. (“Wells Fargo”), hereby constitutes and appoints Wells Fargo, by and through Wells Fargo’s officers, the Undersigned’s true and lawful Attorney-in-Fact, in the Undersigned’s name, place and stead, as their interests may appear, and for the Undersigned’s respective benefit, in connection with all Mortgage Loans serviced by Wells Fargo pursuant to the Pooling and Servicing Agreement, for the purpose of performing all acts and executing all documents in the name of the Undersigned as may be customarily and reasonably necessary and appropriate to effectuate the following enumerated transactions in respect of any of the mortgages, deeds of trust or security instrument (each a “Mortgage” or a “Deed of Trust” respectively) and promissory notes secured thereby (each a “Mortgage Note”) for which the Undersigned is acting as Servicer pursuant to the Pooling and Servicing Agreement (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) all subject to the terms of the related Pooling and Servicing Agreement.
This appointment shall apply to the following enumerated transactions only:
1. The modification or re-recording of a Mortgage or Deed of Trust, where said modification or re-recording 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 or a governmental agency or authority thereunder with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfaction/release, partial reconveyances or the execution of 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 reconveyance 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.
9. The full assignment of a Mortgage or Deed of Trust upon sale of a loan pursuant to a mortgage loan sale agreement for the sale of a loan or pool of loans, including, without limitation, the assignment of the related Mortgage Note.
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, each subject to the terms and conditions set forth in the related Pooling and Servicing Agreement and in accordance with the standard of care applicable to servicers in the Pooling and Servicing Agreement 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. This Limited Power of Attorney shall be effective as of [SERVICING TRANSFER EFFECTIVE DATE].
Nothing contained herein shall (i) limit in any manner any indemnification provided by Wells Fargo to the Owner under the Pooling and Servicing Agreement, or (ii) be construed to grant Wells Fargo the power to initiate or defend any suit, litigation or proceeding in the name of the Undersigned except as specifically provided for herein or under the Pooling and Servicing Agreement.
Wells Fargo hereby agrees to indemnify and hold the Undersigned and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by reason or result of or in connection with the exercise by Wells Fargo of the powers granted to it hereunder. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Pooling and Servicing Agreement or the earlier resignation or removal of the Undersigned under the Pooling and Servicing Agreement.
Any third party without actual notice of fact to the contrary 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, and such third party put on notice thereof. This Limited Power of Attorney shall be in addition to and shall not revoke or in any way limit the authority granted by any previous power of attorney executed by the Undersigned.
IN WITNESS WHEREOF, ____________________ pursuant to the Pooling and Servicing Agreement, 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 _________________________ this ___ day of _________________, 2006.
By:______________________________
Name:___________________________
Title:____________________________
Acknowledged and Agreed
WELLS FARGO BANK, N.A.
By:_________________________
Name:
Title:
| ) | |
| ) | 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 ____________________, a [corporation/national banking association] that executed the within instrument, and also known to me to be the person who executed it on behalf of said [corporation/national banking association], and acknowledged to me that such [corporation/national banking association] executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
_____________________________
Notary Public
EXHIBIT J
FORM OF INVESTMENT LETTER [NON-RULE 144A]
[DATE]
Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830
Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California 92705-4934
| Re: | Fremont Home Loan Trust 2006-3, Asset-Backed Certificates Series 2006-3 |
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 TRANSFEREE] |
| | | | | | | |
| | | | | | | |
| By: | |
| | Authorized Officer |
FORM OF RULE 144A INVESTMENT LETTER
[DATE]
Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830
Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California 92705-4934
| Re: | Fremont Home Loan Trust 2006-3, Asset-Backed Certificates Series 2006-3 |
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] |
| | | | | | | |
| | | | | | | |
| By: | |
| | 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:
1. As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because (i) the Buyer owned and/or invested on a discretionary basis $ 1 in securities (except for the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A and (ii) the Buyer satisfies the criteria in the category marked below.
_________ Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
_________ Bank. The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.
_________ Savings and Loan. The Buyer (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.
_________ Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.
_________ Insurance Company. The Buyer is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State, territory or the District of Columbia.
_________ State or Local Plan. The Buyer is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees.
_________ ERISA Plan. The Buyer is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974.
Investment Advisor. The Buyer is an investment advisor registered under the Investment Advisors Act of 1940.
_________ Small Business Investment Company. Buyer is a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.
_________ Business Development Company. Buyer is a business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.
3. The term “SECURITIES” as used herein DOES NOT INCLUDE (i) securities of issuers that are affiliated with the Buyer, (ii) securities that are part of an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii) 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 Buyer, the Buyer used the cost of such securities to the Buyer and did not include any of the securities referred to in the preceding paragraph, except (i) where the Buyer reports its securities holdings in its financial statements on the basis of their market value, and (ii) no current information with respect to the cost of those securities has been published. If clause (ii) in the preceding sentence applies, the securities may be valued at market. Further, in determining such aggregate amount, the Buyer may have included securities owned by subsidiaries of the Buyer, but only if such subsidiaries are consolidated with the Buyer in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Buyer’s direction. However, such securities were not included if the Buyer is a majority-owned, consolidated subsidiary of another enterprise and the Buyer is not itself a reporting company under the Securities Exchange Act of 1934, as amended.
5. The Buyer acknowledges that it is familiar with Rule 144A and understands that the seller to it and other parties related to the Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A.
6. Until the date of purchase of the Rule 144A Securities, the Buyer will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Buyer’s purchase of the Certificates will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Buyer is a bank or savings and loan is provided above, the Buyer agrees that it will furnish to such parties updated annual financial statements promptly after they become available.
| Print Name of Buyer |
| | |
| By: | |
| Name: | |
| Title: | |
| | |
| Date: | |
__________
1 Buyer must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or invest on a discretionary basis at least $10,000,000 in securities.
ANNEX 2 TO EXHIBIT J
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That are Registered Investment Companies]
The undersigned (the “Buyer”) hereby certifies as follows to the parties listed in the Rule 144A Transferee Certificate to which this certification relates with respect to the Certificates described therein:
1. As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because Buyer is part of a Family of Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a “qualified institutional buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment company registered under the Investment Company Act of 1940, as amended and (ii) as marked below, the Buyer alone, or the Buyer’s Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year. For purposes of determining the amount of securities owned by the Buyer or the Buyer’s Family of Investment Companies, the cost of such securities was used, except (i) where the Buyer or the Buyers Family of Investment Companies reports its securities holdings in its financial statements on the basis of their market value, and (ii) no current information with respect to the cost of those securities has been published. If clause (ii) in the preceding sentence applies, the securities may be valued at market.
_________ The Buyer owned $_________ in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).
_________ The Buyer is part of a Family of Investment Companies which owned in the aggregate $___________ in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).
3. The term “FAMILY OF INVESTMENT COMPANIES” as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other).
4. The term “SECURITIES” as used herein does not include (i) securities of issuers that are affiliated with the Buyer or are part of the Buyer’s Family of Investment Companies, (ii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that the parties listed in the Rule 144A Transferee Certificate to which this certification relates are relying and will continue to rely on the statements made herein because one or more sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer’s own account.
6. Until the date of purchase of the Certificates, the undersigned will notify the parties listed in the Rule 144A Transferee Certificate to which this certification relates of any changes in the information and conclusions herein. Until such notice is given, the Buyer’s purchase of the Certificates will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.
| Print Name of Buyer or Adviser |
| | |
| | Name |
| | Title |
| | |
| | |
| IF AN ADVISER: |
| | |
| |
| Print Name of Buyer |
| | |
| | |
| | |
| Date: | |
EXHIBIT K
FORM OF TRANSFER AFFIDAVIT FOR RESIDUAL CERTIFICATES
PURSUANT TO SECTION 5.02(D)
FREMONT HOME LOAN TRUST 2006-3
ASSET-BACKED CERTIFICATES, SERIES 2006-3
| ) | |
| ) | ss.: |
COUNTY OF___________ | ) | |
The undersigned, being first duly sworn, deposes and says as follows:
1. The undersigned is an officer of, the proposed Transferee of an Ownership Interest in a Residual Certificate (the “Certificate”) issued pursuant to the Pooling and Servicing Agreement dated as of September 1, 2006 (the “Agreement”), among Financial Asset Securities Corp., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as servicer (the “Servicer”) and Deutsche Bank National Trust Company, as trustee (the “Trustee”). Capitalized terms used, but not defined herein or in Exhibit 1 hereto, 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 Certificate for its own account. The Transferee has no knowledge that any such affidavit is false.
3. The Transferee has been advised of, and understands that (i) a tax will be imposed on Transfers of the Certificate to Persons that are 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 the Certificate 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 Certificate including, without limitation, the restrictions on subsequent Transfers and the provisions regarding voiding the Transfer and mandatory sales. The Transferee expressly agrees to be bound by and to abide by the provisions of Section 5.02(d) of the Agreement and the restrictions noted on the face of the Certificate. The Transferee understands and agrees that any breach of any of the representations included herein shall render the Transfer to the Transferee contemplated hereby null and void.
6. The Transferee agrees to require a Transfer Affidavit from any Person to whom the Transferee attempts to Transfer its Ownership Interest in the Certificate, and in connection with any Transfer by a Person for whom the Transferee is acting as nominee, trustee or agent, and the Transferee will not Transfer its Ownership Interest or cause any Ownership Interest to be Transferred to any Person that the Transferee knows is not a Permitted Transferee. In connection with any such Transfer by the Transferee, the Transferee agrees to deliver to the Trustee a certificate substantially in the form set forth as Exhibit L to the Agreement (a “Transferor Certificate”) to the effect that such Transferee has no actual knowledge that the Person to which the Transfer is to be made is not a Permitted Transferee.
7. The Transferee 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 Certificate 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 Certificate.
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 Certificate may be a “noneconomic residual interest” within the meaning of proposed 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 Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the Transferee or any other U.S. person.
12. Check one of the following:
[_] The present value of the anticipated tax liabilities associated with holding the Certificate, as applicable, does not exceed the sum of:
| (i) | the present value of any consideration given to the Transferee to acquire such Certificate; |
| (ii) | the present value of the expected future distributions on such Certificate; and |
| (iii) | the present value of the anticipated tax savings associated with holding such Certificate 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 Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,
| (i) | the Transferee is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income from the Certificate will only be taxed in the United States; |
| (ii) | at the time of the transfer, and at the close of the Transferee’s two fiscal years preceding the year of the transfer, the Transferee had gross assets for financial reporting purposes (excluding any obligation of a person related to the Transferee within the meaning of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million; |
| (iii) | the Transferee will transfer the Certificate only to another “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations; and |
| (iv) | the Transferee determined the consideration paid to it to acquire the Certificate based on reasonable market assumptions (including, but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates and other factors specific to the Transferee) that it has determined in good faith. |
[_] 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 .
| [NAME OF TRANSFEREE] |
| | |
| By: | |
| Name: | |
| Title: | |
[Corporate Seal]
ATTEST:
Personally appeared before me the above-named __________, known or proved to me to be the same person who executed the foregoing instrument and to be 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__ |
EXHIBIT L
FORM OF TRANSFEROR CERTIFICATE
[DATE]
Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830
| Re: | Fremont Home Loan Trust 2006-3, Asset-Backed Certificates Series 2006-3 |
Ladies and Gentlemen:
In connection with our disposition of the above Certificates we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the “Act”), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act, (c) to the extent we are disposing of a Class [ ] Certificate, we have no knowledge the Transferee is not a Permitted Transferee and (d) no purpose of the proposed disposition of a Class [ ] Certificate is to impede the assessment or collection of tax.
| Very truly yours, |
| TRANSFEROR |
| | |
| By: | |
| Name: | |
| Title: | |
EXHIBIT M
FORM OF ERISA REPRESENTATION LETTER
_____________, 20__
Financial Asset Securities Corp. 600 Steamboat Road Greenwich, Connecticut 06830 | Deutsche Bank National Trust Company 1761 East St. Andrew Place Santa Ana, California 92705-4934 |
| Re: | Fremont Home Loan Trust 2006-3, Asset-Backed Certificates Series 2006-3 |
Dear Sirs:
_______________________ (the “Transferee”) intends to acquire from _____________________ (the “Transferor”) $____________ Initial Certificate Principal Balance Fremont Home Loan Trust 2006-3, Asset-Backed Certificates Series 2006-3, Class [C][P][R[-X]] (the “Certificates”), issued pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”) dated as of September 1, 2006 among Financial Asset Securities Corp. as depositor (the “Depositor”), Wells Fargo Bank, N.A. as servicer (the “Servicer”) and Deutsche Bank National Trust Company as 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 the following:
The Certificates (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, Keogh 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 (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.§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.§2510.3-101.
| Very truly yours, |
| [Transferee] |
| | |
| By: | |
| Name: | |
| Title: | |
EXHIBIT N-1
FORM CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K
Re:Fremont Home Loan Trust, Series 2006-3
Asset Backed Certificates, Series 2006-3
I, [identify the certifying individual], certify that:
l. I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in respect of the period included in the year covered by this report in Form 10-K of Fremont Home Loan Trust 2006-3 (the “Exchange Act periodic reports”);
2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do 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 with respect to the period covered by this report;
3. Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;
4. Based on my knowledge and upon the annual compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the Servicer has fulfilled each of its obligations under the pooling and servicing agreement; and
5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Wells Fargo Bank, N.A. and Deutsche Bank National Trust Company.
| FINANCIAL ASSET SECURITIES CORP. |
| | |
| By: | |
| Name: | |
| Title: | |
| Date: | |
EXHIBIT N-2
FORM CERTIFICATION TO BE
PROVIDED TO DEPOSITOR BY THE TRUSTEE
| Re: | Fremont Home Loan Trust 2006-3 (the “Trust”) Asset-Backed Certificates, Series 2006-3 |
I, [identify the certifying individual], a [title] of Deutsche Bank National Trust Company, as Trustee of the Trust, hereby certify to Financial Asset Securities Corp. (the “Depositor”), and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:
1. I have reviewed the annual report on Form 10-K for the fiscal year [___], and all reports on Form 10-D required to be filed in respect of the period covered by such Form 10-K of the Depositor relating to the above-referenced trust (the “Exchange Act periodic reports”)
2. Based on my knowledge, the information prepared by the Trustee, contained, in these distribution reports taken as a whole, do 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 with respect to the period covered by this report;
3. Based on my knowledge, the distribution information required to be provided by the Trustee under the Pooling and Servicing Agreement 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, 2006 (the “Pooling and Servicing Agreement”), among the Depositor as depositor, Wells Fargo Bank, N.A. as servicer and Deutsche Bank National Trust Company as trustee.
| DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee |
| | |
| By: | |
| Name: | |
| Title: | |
| Date: | |
EXHIBIT N-3
FORM CERTIFICATION TO BE
PROVIDED TO DEPOSITOR BY THE SERVICER
Re: | Fremont Home Loan Trust, Series 2006-3 Asset Backed Certificates, Series 2006-3 |
I, [identify the certifying individual], certify to Financial Asset Securities Corp. (the “Depositor”), the Trustee and their respective officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:
1. Based on my knowledge, the information in the annual compliance statement, the Annual Independent Public Accountant's Servicing Report and all servicing reports, officer's certificates and other information relating to the servicing of the Mortgage Loans taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification;
2. The servicing information required to be provided by the Servicer under the Pooling and Servicing Agreement has been provided to the Depositor and the Trustee;
3. I am is responsible for reviewing the activities performed by the Servicer under the Pooling and Servicing Agreement and based upon the review required by the Pooling and Servicing Agreement, and except as disclosed in the annual compliance statement or the Annual Independent Public Accountant's Servicing Report, the Servicer has, as of the date of this certification fulfilled its obligations under the Pooling and Servicing Agreement; and
4. Such officer has disclosed to the Depositor and the Trustee all significant deficiencies relating to the Servicer’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Pooling and Servicing Agreement.
5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.
Capitalized terms used but not defined herein have the meanings ascribed to them in the
Pooling and Servicing Agreement, dated September 1, 2006 (the “Pooling and Servicing Agreement”), among the Depositor, Wells Fargo Bank, N.A. as servicer and Deutsche Bank National Trust Company as trustee.
| WELLS FARGO BANK, N.A. |
| | |
| By: | |
| Name: | |
| Title: | |
| Date: | |
EXHIBIT O
FORM OF INTEREST RATE CAP CONTRACT
Dated: October 11, 2006
Rate Cap Transaction
Re: BNY Reference No. 38416
Ladies and Gentlemen:
The purpose of this letter agreement (“Agreement”) is to confirm the terms and conditions of the rate Cap Transaction entered into on the Trade Date specified below (the “Transaction”) between The Bank of New York (“BNY”), a trust company duly organized and existing under the laws of the State of New York, and Deutsche Bank National Trust Company, not in its individual capacity, but solely as cap trustee (the “Cap Trustee”) on behalf of a separate trust created pursuant to the Cap Allocation Agreement between the Cap Trustee, Greenwich Capital Financial Products, Inc. as majority holder of the Class C Certificates and Class P Certificates (“GCFP”), and Deutsche Bank National Trust Company as Trustee with respect to the Fremont Home Loan Trust 2006-3 (in such capacity the “Counterparty”), under the Pooling and Servicing Agreement, dated as of September 1, 2006, among Financial Asset Securities Corp., as depositor (the “Depositor”), Wells Fargo Bank, N.A. as servicer (the “Servicer”), and Deutsche Bank National Trust Company as Trustee (the “Trustee”) (the “Pooling and Servicing Agreement”). This Agreement, which evidences a complete and binding agreement between you and us to enter into the Transaction on the terms set forth below, constitutes a “Confirmation” as referred to in the “ISDA Form Master Agreement” (as defined below), as well as a “Schedule” as referred to in the ISDA Form Master Agreement.
1. Form of Agreement. This Agreement is subject to the 2000 ISDA Definitions (the “Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). Any reference to a “Swap Transaction” in the Definitions is deemed to be a reference to a “Transaction” for purposes of this Agreement, and any reference to a “Transaction” in this Agreement is deemed to be a reference to a “Swap Transaction” for purposes of the Definitions. You and we have agreed to enter into this Agreement in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement (Multicurrency—Cross Border) form (the “ISDA Form Master Agreement”). An ISDA Form Master Agreement, as modified by the Schedule terms in Paragraph 4 of this Confirmation (the “Master Agreement”), shall be deemed to have been executed by you and us on the date we entered into the Transaction. For the avoidance of doubt, the Transaction described herein shall be the sole Transaction governed by such ISDA Form Master Agreement. Except as otherwise specified, references herein to Sections shall be to Sections of the Master Agreement, and references to Paragraphs shall be to paragraphs of this Agreement. In the event of any inconsistency between the provisions of this Agreement and the Definitions or the Master Agreement, this Agreement shall prevail for purposes of the Transaction. Capitalized terms not otherwise defined herein or in the Definitions or the Master Agreement shall have the meaning defined for such term in the Pooling and Servicing Agreement.
2. | Certain Terms. The terms of the particular Transaction to which this Confirmation relates are as follows: |
| | |
| Type of Transaction: | Rate Cap |
| | |
| Notional Amount: | With respect to any Calculation Period the amount set forth for such period on Schedule I attached hereto. |
| | |
| Trade Date: | October 4, 2006 |
| | |
| Effective Date: | June 25, 2007 |
| | |
| Termination Date: | September 25, 2011, subject to adjustment in accordance with the Following Business Day Convention. |
| | |
FIXED AMOUNTS: | |
| | |
| Fixed Amount Payer: | Counterparty |
| | |
| Fixed Amount: | USD 1,885,000 |
| | |
| Fixed Amount | |
| Payment Date: | October 19, 2006 |
| | |
FLOATING AMOUNTS | |
| | |
| Floating Rate Payer: | BNY |
| | |
| Cap Rate: | 5.20% |
| | |
| Floating Rate for initial | |
| Calculation Period: | To be determined |
| | |
| Floating Rate Day Count | |
| Fraction: | Actual/360 |
| | |
| Floating Rate Option: | USD-LIBOR-BBA, provided, however, if the Floating Rate Option for a Calculation Period is greater than 9.50% then the Floating Rate Option for such Calculation Period shall be deemed equal to 9.50%. |
| | |
| Floating Amount: | To be determined in accordance with the Following formula: The greater of (i) 250 * (Floating Rate Option - Cap Rate) * Notional Amount * Floating Rate Day Count Fraction, and (ii) zero. |
| | |
| Designated Maturity: | One month |
| | |
| Spread: | Inapplicable |
| | |
| Floating Rate Payer | |
| Period End Dates: | The 25th day of each month, beginning on July 25, 2007 and ending on the Termination Date, subject to adjustment in accordance with the Following Business Day Convention. |
| | |
| Floating Rate Payer | |
| Payment Dates: | Early Payment shall be applicable. The Floating Rate Payer Payment Date shall be one (1) Business Day preceding each Floating Rate Payer Period End Date. |
| | |
| Reset Dates: | The first day of each Calculation Period |
| | |
| Compounding: | |
| | Inapplicable |
| Business Days for Payments | |
| By both parties: | |
| | New York |
| Calculation Agent: | |
| | BNY |
3. | Additional Provisions: | |
| | |
| 1) Reliance. 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. |
| | |
| 2) Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless each of Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”), has been provided notice of the same and confirms in writing (including by facsimile transmission) that it will not downgrade, qualify, withdraw or otherwise modify its then-current ratings on the Certificates issued under the Pooling and Servicing Agreement (the “Certificates”) or on any notes backed by the Certificates (“Notes”). |
4. | Provisions Deemed Incorporated in a Schedule to the Master Agreement: |
| 1) | No Netting Between Transactions. The parties agree that subparagraph (ii) of Section 2(c) will apply to any Transaction. |
| 2) | Termination Provisions. Subject to the provisions of Paragraph 4(10) below, for purposes of the Master Agreement: |
| (a) | “Specified Entity” is not applicable to BNY or the Counterparty for any purpose. |
| (b) | The “Breach of Agreement” provision of Section 5(a)(ii) will not apply to BNY or the Counterparty. |
| (c) | The “Credit Support Default” provisions of Section 5(a)(iii) will not apply to BNY (except with respect to credit support furnished pursuant to Paragraph 4 (9) below) or to Counterparty. |
| (d) | The “Misrepresentation” provisions of Section 5(a)(iv) will not apply to BNY or the Counterparty. |
| (e) | “Default under Specified Transaction” is not applicable to BNY or the Counterparty for any purpose, and, accordingly, Section 5(a)(v) shall not apply to BNY or the Counterparty. |
| (f) | The “Cross Default” provisions of Section 5(a)(vi) will not apply to BNY or to the Counterparty. |
| (g) | The “Bankruptcy” provisions of Section 5(a)(vii)(2) will not apply to the Counterparty; the words “trustee” and “custodian” in Section 5(a)(vii)(6) will not include the Trustee; and with respect to Counterparty only the words “specifically authorized ” are inserted before the word “action” in Section 5(a)(vii)(9). |
| (h) | The “Merger Without Assumption” provision of Section 5(a)(viii) will not apply to the Counterparty. |
| (i) | The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will not apply to BNY or the Counterparty. |
| (j) | The “Automatic Early Termination” provision of Section 6(a) will not apply to BNY or to the Counterparty. |
| (k) | Payments on Early Termination. For the purpose of Section 6(e): |
(i) Market Quotation will apply.
(ii) The Second Method will apply.
| (l) | “Termination Currency” means United States Dollars. |
| (m) | No Additional Amounts Payable by Counterparty. Section 2(d)(i)(4) shall not apply to Counterparty as X, and Section 2(d)(ii) shall not apply to Counterparty as Y, such that Counterparty shall not be required to pay any additional amounts referred to therein. |
3) Tax Representations.
| (a) | Payer Representations. For the purpose of Section 3(e), BNY and the Counterparty make the following representations: |
It is not required by any 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)) 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); |
| (ii) | the satisfaction of the agreement contained in Section 4 (a)(i) or 4(a)(iii) and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4 (a)(i) or 4(a)(iii); and |
| (iii) | the satisfaction of the agreement of the other party contained in Section 4(d), provided 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) by reason of material prejudice of its legal or commercial position. |
| (b) | Payee Representations. For the purpose of Section 3(f), BNY and the Counterparty make the following representations. |
(i) The following representation will apply to BNY:
(x) It is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for United States federal income tax purposes, (y) it is a trust company duly organized and existing under the laws of the State of New York, and (y) its U.S. taxpayer identification number is 135160382.
(ii) The following representation will apply to the Counterparty:
The beneficial owner of the payments made to it under this Agreement is either (i) a "U.S. person" (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for United States federal income tax purposes and an "Exempt recipient" within the meaning of section 1.6049-4(c)(1)(ii) of United States Treasury Regulations, or (ii) a "non-U.S. branch of a foreign person" as that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations (the "Regulations") for United States federal income tax purposes, and it is a "foreign person" as that term is used in section 1.6041-4(a)(4) of the Regulations for United States federal income tax purposes.
4) Documents to be delivered. For the purpose of Section 4(a):
(a) Tax forms, documents or certificates to be delivered are:
Party required to deliver document | Form/Document/ Certificate | Date by which to be delivered | Covered by Section 3(d) Representation |
| | | |
BNY and Counterparty | Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any tax. | Upon the execution and delivery of this Agreement | Yes |
(b) Other documents to be delivered are:
Party required to deliver document | Form/Document/ Certificate | Date by which to be delivered | Covered by Section 3(d) Representation |
| | | |
BNY | A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be. | Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required | Yes |
| | | |
Counterparty | An incumbency certificate verifying the true signatures and authority of the person or persons signing this letter agreement on behalf of the Counterparty. | Upon the later of, receipt by such party, or within 30 days after the date of this Agreement | Yes |
| | | |
Counterparty | A copy of the executed Pooling and Servicing Agreement | Upon execution of such Pooling and Servicing Agreement | No |
| | | |
BNY | A copy of the most recent publicly available regulatory call report. | Promptly after request by the other party | Yes |
| | | |
BNY | Legal Opinion as to enforceability of this Agreement. | Upon the execution and delivery of this Agreement. | Yes |
| | | |
Counterparty | Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to the Confirmation signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. | Upon the execution and delivery of this Agreement. | Yes |
5) Miscellaneous.
| (a) | Address for Notices: For the purposes of Section 12(a): |
Address for notices or communications to BNY:
The Bank of New York
Swaps and Derivative Products Group
Global Market Division
32 Old Slip 15th Floor
New York, New York 10286
Attention: Steve Lawler
with a copy to:
The Bank of New York
Swaps and Derivative Products Group
32 Old Slip 16th Floor
New York, New York 10286
Attention: Andrew Schwartz
Tele: 212-804-5103
Fax: 212-804-5818/5837
(For all purposes)
Address for notices or communications to the Counterparty:
Deutsche Bank
Attn: Radha Nilakantan
1761 E. St. Andrew Place
Santa Ana, CA 92705
Ph# 714-247-6319
Fax# 714-656-2626
(b) Process Agent. For the purpose of Section 13(c):
BNY appoints as its Process Agent: Not Applicable
The Counterparty appoints as its Process Agent: Not Applicable
| (c) | Offices. The provisions of Section 10(a) will not apply to this Agreement; neither BNY nor the Counterparty have any Offices other than as set forth in the Notices Section and BNY agrees that, for purposes of Section 6(b), it shall not in future have any Office other than one in the United States. |
| (d) | Multibranch Party. For the purpose of Section 10(c): |
BNY is not a Multibranch Party.
The Counterparty is not a Multibranch Party.
| (e) | Calculation Agent. The Calculation Agent is BNY. |
| (f) | Credit Support Document. Not applicable for either BNY (except with respect to credit support furnished pursuant to Paragraph 4(9)) or the Counterparty. |
| (g) | Credit Support Provider. |
BNY: Not Applicable (except with respect to credit support furnished pursuant to Paragraph 4(9))
| Counterparty: | | Not Applicable |
| (h) | Governing Law. The parties to this Agreement hereby agree that the law of the State of New York shall govern their rights and duties in whole, without regard to conflict of law provisions thereof other than New York General Obligations Law Sections 5-1401 and 5-1402. |
| (i) | Severability. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable (in whole or in part) for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid or unenforceable portion eliminated, so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the respective benefits or expectations of the parties. |
The parties shall endeavor to engage in good faith negotiations to replace any invalid or unenforceable term, provision, covenant or condition with a valid or enforceable term, provision, covenant or condition, the economic effect of which comes as close as possible to that of the invalid or unenforceable term, provision, covenant or condition.
| (j) | Recording of Conversations. Each party (i) consents to the recording of telephone conversations between the trading, marketing and other relevant personnel of the parties in connection with this Agreement or any potential Transaction, (ii) agrees to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel and (iii) agrees, to the extent permitted by applicable law, that recordings may be submitted in evidence in any Proceedings. |
| (k) | Waiver of Jury Trial. Each party waives any right it may have to a trial by jury in respect of any Proceedings relating to this Agreement or any Credit Support Document. |
| (l) | Non-Recourse. Notwithstanding any provision herein or in the Master Agreement to the contrary, the obligations of the Counterparty hereunder are limited recourse obligations of the Counterparty, payable solely from the Cap Account and the proceeds thereof to satisfy the Counterparty's obligations hereunder. In the event that the Cap Account and proceeds thereof should be insufficient to satisfy all claims outstanding and following the realization of the Cap Account and the distribution of the proceeds thereof in accordance with the Pooling and Servicing Agreement, any claims against or obligations of the Counterparty under the Master Agreement or any other confirmation thereunder, still outstanding shall be extinguished and thereafter not revive. This provision shall survive the expiration of this Agreement. |
| (m) | Limitation on Institution of Bankruptcy Proceedings. BNY shall not institute against or cause any other person to institute against, or join any other person in instituting against the Counterparty or the separate trust created pursuant to the Cap Allocation Agreement, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, under any federal or state bankruptcy or similar law or bankruptcy or similar laws of any other jurisdiction, for a period of one year and one day (or, if longer, the applicable preference period) following indefeasible payment in full of the Certificates and any Notes. This provision shall survive the expiration of this Agreement. |
| (n) | Remedy of Failure to Pay or Deliver. The ISDA Form Master Agreement is hereby amended by replacing the word “third” in the third line of Section 5(a)(i) by the word “second”. |
| (o) | “Affiliate” will have the meaning specified in Section 14 of the ISDA Form Master Agreement, provided that the Counterparty shall be deemed not to have any Affiliates for purposes of this Agreement, including for purposes of Section 6(b)(ii). |
| (p) | Cap Trustee’s Capacity. It is expressly understood and agreed by the parties hereto that insofar as this Confirmation is executed by the Cap Trustee (i) this Confirmation is executed and delivered by Deutsche Bank National Trust Company (“Deutsche Bank”), not in its individual capacity but solely as Cap Trustee pursuant to the Pooling and Servicing Agreement in the exercise of the powers and authority conferred and vested in it thereunder and pursuant to instruction set forth therein (ii) each of the representations, undertakings and agreements herein made on behalf of the trust is made and intended not as a personal representation, undertaking or agreement of the Cap Trustee but is made and intended for the purpose of binding only the trust, and (iii) under no circumstances will Deutsche Bank, in its individual capacity be personally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation. Nothing herein contained shall be construed as creating any liability on Deutsche Bank, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties who are signatories to this letter agreement and by any person claiming by, through or under such parties. |
| (q) | Cap Trustee’s Representation. Deutsche Bank, as Cap Trustee, represents and warrants that: |
It has been directed under the Pooling and Servicing Agreement to enter into this letter agreement as Cap Trustee on behalf of the Counterparty.
| 6) | Additional Representations. Section 3 is hereby amended by adding, at the end thereof, the following Sections 3(g) and 3(h): |
| “(g) | Relationship Between Parties. |
| (1) | Nonreliance. It is not relying on any statement or representation of the other party regarding the Transaction (whether written or oral), other than the representations expressly made in this Agreement or the Confirmation in respect of that Transaction. |
(2) Evaluation and Understanding.
Each Party is acting for its own account and has the capacity to evaluate (internally or through independent professional advice) the Transaction and has made its own decision to enter into the Transaction; it is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into such transaction; it being understood that information and explanations related to the terms and conditions of such transaction shall not be considered investment advice or a recommendation to enter into such transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of the transaction; and
| (ii) | It understands the terms, conditions and risks of the Transaction and is willing and able to accept those terms and conditions and to assume (and does, in fact assume) those risks, financially and otherwise. |
| (3) | Principal. The other party is not acting as a fiduciary or an advisor for it in respect of this Transaction. |
| (h) | Exclusion from Commodities Exchange Act. (A) It is an “eligible contract participant” within the meaning of Section 1a(12) of the Commodity Exchange Act, as amended; (B) this Agreement and each Transaction is subject to individual negotiation by such party; and (C) neither this Agreement nor any Transaction will be executed or traded on a “trading facility” within the meaning of Section 1a(33) of the Commodity Exchange Act, as amended. |
| 7) | Set-off. Notwithstanding any provision of this Agreement or any other existing or future agreement (but without limiting the provisions of Section 2(c) and Section 6, except as provided in the next sentence), each party irrevocably waives any and all rights it may have to set off, net, recoup or otherwise withhold or suspend or condition payment or performance of any obligation between it and the other party hereunder against any obligation between it and the other party under any other agreements. The last sentence of the first paragraph of Section 6(e) shall not apply for purposes of this Transaction. |
| 8) | Additional Termination Events. The following Additional Termination Events will apply, in each case with respect to the BNY as the sole Affected Party: |
| (i) | Downgrade. BNY fails to comply with the Downgrade Provisions as set forth in Paragraph 4(9). |
| (iii) | Provision of Information Required by Regulation AB. BNY shall fail to comply with the provisions of Paragraph 4(11) below within the time provided for therein. BNY shall be the sole Affected Party. |
| (iii) | Termination of Trust Fund. The Trust Fund shall be terminated pursuant to any provision of the Pooling and Servicing Agreement. The Early Termination Date shall be the Distribution Date upon which final payment is made in respect of the Certificates; provided, further, that notwithstanding Section 6(b)(iv) of the Master Agreement only the Counterparty shall have the right to designate an Early Termination Date in respect of this Additional Termination Event. |
9) Ratings Downgrade. For purposes of each Transaction:
(i) Certain Definitions.
(A) “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder, that the Trustee shall have received prior written confirmation from each of the applicable Rating Agencies, and shall have provided notice thereof to BNY, that the proposed action or inaction would not cause a downgrade or withdrawal of their then-current ratings of any Certificates or Notes.
(B) “Qualifying Ratings” means, with respect to the debt of any assignee or guarantor under Paragraph 4(9)(ii) below,
(x) a short-term unsecured and unsubordinated debt rating of “P-1” (not on watch for downgrade), and a long-term unsecured and unsubordinated debt of ”A1” (not on watch for downgrade) (or, if it has no short-term unsecured and unsubordinated debt rating, a long term rating of “Aa3” (not on watch for downgrade) by Moody’s, and
(y) a short-term unsecured and unsubordinated debt rating of “A-1” by S&P or a long-term unsecured and unsubordinated debt rating of “A+” by S&P.
(C) A “Collateralization Event” shall occur with respect to BNY (or any applicable credit support provider) if:
(x) its short-term unsecured and unsubordinated debt rating is reduced to “P-1” (and is on watch for downgrade) or below, and its long-term unsecured and unsubordinated debt is reduced to ”A1” (and is on watch for downgrade) or below (or, if it has no short-term unsecured and unsubordinated debt rating, its long term rating is reduced to “Aa3” (and is on watch for downgrade) or below) by Moody’s, or
(y) its short-term unsecured and unsubordinated debt rating is reduced below “A-1” or its long-term unsecured and unsubordinated debt rating of “A+” by S&P.
(D) A “Ratings Event” shall occur with respect to BNY (or any applicable credit support provider) if:
(x) its short-term unsecured and unsubordinated debt rating is withdrawn or reduced to “P-2” or below by Moody’s and its long-term unsecured and unsubordinated debt is reduced to “A3” or below (or, if it has no short-term unsecured and unsubordinated debt rating, its long term rating is reduced to “A2” or below) by Moody’s, or
(y) its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P.
For purposes of (C) and (D) above, such events include those occurring in connection with a merger, consolidation or other similar transaction by BNY or any applicable credit support provider, but they shall be deemed not to occur if, within 30 days (or, in the case of a Ratings Event, 10 Business Days) thereafter, each of the applicable Rating Agencies has reconfirmed the ratings of the Certificates and any Notes, as applicable, which were in effect immediately prior thereto. For the avoidance of doubt, a downgrade of the rating on the Certificates and Notes could occur in the event that BNY does not post sufficient collateral.
(ii) Actions to be Taken Upon Occurrence of Event. Subject, in each case set forth in (A) and (B) below, to satisfaction of the Rating Agency Condition:
(A) Collateralization Event. If a Collateralization Event occurs with respect to BNY (or any applicable credit support provider), then BNY shall, at its own expense, within thirty (30) days of such Collateralization Ratings Event:
(1) post collateral under agreements and other instruments approved by the Counterparty, such approval not to be unreasonably withheld, which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes,
(2) assign the Transaction to a third party, the ratings of the debt of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, on terms substantially similar to this Confirmation, which party is approved by the Counterparty, such approval not to be unreasonably withheld,
(3) obtain a guaranty of, or a contingent agreement of, another person, the ratings of the debt of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, to honor BNY’s obligations under this Agreement, provided that such other person is approved by the Counterparty, such approval not to be unreasonably withheld, or
(4) establish any other arrangement approved by the Counterparty, such approval not to be unreasonably withheld, which will be sufficient to restore the immediately prior ratings of their Certificates and any Notes.
(B) Ratings Event. If a Ratings Event occurs with respect to BNY (or any applicable credit support provider), then BNY shall, at its own expense, within ten (10) Business Days of such Ratings Event:
(1) assign the Transaction to a third party, the ratings of the debt of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, on terms substantially similar to this Confirmation, which party is approved by the Counterparty, such approval not to be unreasonably withheld,
(2) obtain a guaranty of, or a contingent agreement of, another person, the ratings of the debt of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, to honor BNY’s obligations under this Agreement, provided that such other person is approved by the Counterparty, such approval not to be unreasonably withheld, or
(3) establish any other arrangement approved by the Counterparty, such approval not to be unreasonably withheld, which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes.
| 10) | Additional Provisions. Notwithstanding the terms of Sections 5 and 6 of the ISDA Form Master Agreement, if Counterparty has satisfied its payment obligations under Section 2(a)(i) of the ISDA Form Master Agreement, then unless BNY is required pursuant to appropriate proceedings to return to Counterparty or otherwise returns to Counterparty upon demand of Counterparty any portion of such payment, (a) the occurrence of an event described in Section 5(a) of the ISDA Form Master Agreement with respect to Counterparty shall not constitute an Event of Default or Potential Event of Default with respect to Counterparty as the Defaulting Party and (b) BNY shall be entitled to designate an Early Termination Date pursuant to Section 6 of the ISDA Form Master Agreement only as a result of a Termination Event set forth in either Section 5(b)(i) or Section 5(b)(ii) of the ISDA Form Master Agreement with respect to BNY as the Affected Party or Section 5(b)(iii) of the ISDA Form Master Agreement with respect to BNY as the Burdened Party. For purposes of the Transaction to which this Agreement relates, Counterparty’s only obligation under Section 2(a)(i) of the ISDA Form Master Agreement is to pay the Fixed Amount on the Fixed Rate Payer Payment Date. |
| 11) | Compliance with Regulation AB. For purposes of Item 1115 of Subpart 229.1100 - Asset Backed Securities (Regulation AB) (17 C.F.R. ss.ss.229.1100 - 229.1123) (“Regulation AB”) under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as amended and interpreted by the Securities and Exchange Commission and its staff, if the Depositor or Sponsor makes a determination, acting reasonably and in good faith, that (x) the applicable “significance percentage” with respect to this Agreement has been reached, and (y) the Depositor or Sponsor has a reporting obligation under the Exchange Act, then BNY shall, within five (5) Business Days after notice to that effect, at its sole expense, take one of the following actions (each subject to satisfaction of the applicable requirements of the Rating Agencies): (1) provide to the Depositor and Sponsor (including, if permitted by Regulation AB, provision by reference to reports filed pursuant to the Exchange Act or otherwise publicly available information) in an EDGAR-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format): (i) (A) the financial data required by Item 301 of Regulation S-K (17 C.F.R. §229.301), pursuant to Item 1115(b)(1); (B) financial statements meeting the requirements of Regulation S-X (17 C.F.R. §§210.1-01 through 210.12-29, but excluding 17 C.F.R. ss. 210.3-05 and Article 11 of Regulation S-X (17 C.F.R. ss. ss. 210.11-01 through 210.11-03)), pursuant to Item 1115(b)(2); or (C) such other financial information as may at the time be required or permitted to be provided in satisfaction of the requirements of Item 1115(b), together with accountants consents and/or a procedure letter relating thereto, and (ii) any updates to the foregoing with respect to BNY or any entity that consolidates BNY within five days of the release of any such updated information (but in no event more than 45 days after the end of each of BNY’s fiscal quarter for any quarterly update, and in no event more than 90 days after the end of each of BNY’s fiscal year for any annual update); or (2) secure another entity which complies with the requirements of Item 1115(b) of Regulation AB and with (1) above, to replace BNY as party to this Agreement on substantially similar terms to this Agreement, which entity (or guarantor therefor) meets or exceeds the Qualifying Ratings and which satisfies the Rating Agency Condition. |
The Depositor shall be an express third party beneficiary of, and assumes the obligations set forth in, this Paragraph 4(11) as if a party hereto to the extent of the Depositor’s rights and obligations explicitly specified herein.
| 12) | BNY Payments to be made to Cap Trustee. BNY will, unless otherwise directed by the Cap Trustee, make all payments hereunder to the Cap Trustee. Payment made to the Cap Trustee at the account specified herein or to another account specified in writing by the Cap Trustee shall satisfy the payment obligations of BNY hereunder to the extent of such payment. |
5. Account Details and Settlement Information:
Payments to BNY:
The Bank of New York
Derivative Products Support Department
32 Old Slip, 16th Floor
New York, New York 10286
Attention: Renee Etheart
ABA #021000018
Account #890-0068-175
Reference: Interest Rate Cap
Payments to Counterparty:
ABA: 021001033
ABA Name: Deutsche Bank Trust Company - Americas Bene Acct: 014-19-663
Bene Acct Name: NYLTD Funds Control - Stars West
Attn: Radha Nilakantan/GC06F3
6. Counterparts. This Agreement 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.
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this agreement and returning it via facsimile to Derivative Products Support Dept., Attn: Kenny Au-Yeung at 212-804-5818/5837. Once we receive this we will send you two original confirmations for execution.
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,
THE BANK OF NEW YORK
By: _______________________________
Name:
Title:
The Counterparty, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as of the Trade Date.
DEUTSCHE BANK NATIONAL TRUST COMPANY, NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS CAP TRUSTEE WITH RESPECT TO THE FREMONT HOME LOAN TRUST 2006-3
By: _______________________________
Name:
Title:
Solely for purposes of paragraph 4(11):
DEPOSITOR
By: _______________________________
Name:
Title:
SCHEDULE I
All dates subject to adjustment in accordance with the Following Business Day
Convention.
Accrual Start Date | Accrual End Date | Notional Amount (in USD) |
06/25/07 | 07/25/07 | 174,363.84812 |
07/25/07 | 08/25/07 | 182,482.34012 |
08/25/07 | 09/25/07 | 190,119.22508 |
09/25/07 | 10/25/07 | 196,945.95888 |
10/25/07 | 11/25/07 | 203,020.75704 |
11/25/07 | 12/25/07 | 208,398.81304 |
12/25/07 | 01/25/08 | 213,131.79324 |
01/25/08 | 02/25/08 | 217,268.04648 |
02/25/08 | 03/25/08 | 220,852.80280 |
03/25/08 | 04/25/08 | 223,928.36020 |
04/25/08 | 05/25/08 | 226,538.57456 |
05/25/08 | 06/25/08 | 228,742.80844 |
06/25/08 | 07/25/08 | 230,730.97460 |
07/25/08 | 08/25/08 | 1,445,688.31032 |
08/25/08 | 09/25/08 | 1,704,220.01308 |
09/25/08 | 10/25/08 | 1,442,208.29852 |
10/25/08 | 11/25/08 | 1,221,313.55664 |
11/25/08 | 12/25/08 | 1,117,459.60728 |
12/25/08 | 01/25/09 | 1,054,507.88948 |
01/25/09 | 02/25/09 | 995,169.08084 |
02/25/09 | 03/25/09 | 939,216.26796 |
03/25/09 | 04/25/09 | 886,450.83344 |
04/25/09 | 05/25/09 | 836,689.96216 |
05/25/09 | 06/25/09 | 789,761.54228 |
06/25/09 | 07/25/09 | 745,845.91776 |
07/25/09 | 08/25/09 | 713,103.59752 |
08/25/09 | 09/25/09 | 682,787.74048 |
09/25/09 | 10/25/09 | 644,736.59992 |
10/25/09 | 11/25/09 | 608,660.48824 |
11/25/09 | 12/25/09 | 574,636.54852 |
12/25/09 | 01/25/10 | 542,547.14896 |
01/25/10 | 02/25/10 | 512,281.42052 |
02/25/10 | 03/25/10 | 483,734.99908 |
03/25/10 | 04/25/10 | 456,809.29020 |
04/25/10 | 05/25/10 | 431,411.42288 |
05/25/10 | 06/25/10 | 407,453.90664 |
06/25/10 | 07/25/10 | 384,854.27952 |
07/25/10 | 08/25/10 | 363,534.81876 |
08/25/10 | 09/25/10 | 343,422.27076 |
09/25/10 | 10/25/10 | 324,447.58844 |
10/25/10 | 11/25/10 | 306,545.68984 |
11/25/10 | 12/25/10 | 289,655.23484 |
12/25/10 | 01/25/11 | 273,718.40740 |
01/25/11 | 02/25/11 | 258,680.71252 |
02/25/11 | 03/25/11 | 244,490.78556 |
03/25/11 | 04/25/11 | 231,100.21188 |
04/25/11 | 05/25/11 | 218,463.35704 |
05/25/11 | 06/25/11 | 206,537.20716 |
06/25/11 | 07/25/11 | 195,386.56816 |
07/25/11 | 08/25/11 | 185,031.87032 |
08/25/11 | 09/25/11 | 175,388.98472 |
EXHIBIT P
FORM OF ANNUAL STATEMENT AS TO COMPLIANCE
___________________ Trust, Series 200_-___
_______________ Pass-Through Certificates
I, _____________________, hereby certify that I am a duly appointed __________________________ of _______________________________ (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 ____________, _____ (the “Agreement”), among ______________________, as depositor, the [Servicer], as [servicer] and ________________, as 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 Agreements.
Dated: _________________
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of _____________.
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 ______________.
EXHIBIT Q
FORM OF INTEREST RATE SWAP AGREEMENT
SEE TAB 17
Dated: October 19, 2006
Rate Swap Transaction
Re: BNY Reference No. 38415
Ladies and Gentlemen:
The purpose of this letter agreement (“Agreement”) is to confirm the terms and conditions of the rate Swap Transaction entered into on the Trade Date specified below (the “Transaction”) between The Bank of New York (“BNY”), a trust company duly organized and existing under the laws of the State of New York, and Deutsche Bank National Trust Company, not in its individual capacity, but solely as supplemental interest trust trustee for the supplemental interest trust with respect to the Fremont Home Loan Trust 2006-3, (in such capacity, the “Supplemental Interest Trust Trustee” or the “Counterparty”), under the Pooling and Servicing Agreement, dated as of September 1, 2006, among Financial Asset Securities Corp. as depositor (the “Depositor”), Wells Fargo Bank, N.A. as servicer (the “Servicer”), and Deutsche Bank National Trust Company as Trustee (the “Trustee”) (the “Pooling and Servicing Agreement”). This Agreement, which evidences a complete and binding agreement between you and us to enter into the Transaction on the terms set forth below, constitutes a “Confirmation” as referred to in the “ISDA Form Master Agreement” (as defined below), as well as a “Schedule” as referred to in the ISDA Form Master Agreement.
1. Form of Agreement. This Agreement is subject to the 2000 ISDA Definitions (the “Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). Any reference to a “Swap Transaction” in the Definitions is deemed to be a reference to a “Transaction” for purposes of this Agreement, and any reference to a “Transaction” in this Agreement is deemed to be a reference to a “Swap Transaction” for purposes of the Definitions. You and we have agreed to enter into this Agreement in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement (Multicurrency—Cross Border) form (the “ISDA Form Master Agreement”). An ISDA Form Master Agreement, as modified by the Schedule terms in Paragraph 4 of this Confirmation (the “Master Agreement”), shall be deemed to have been executed by you and us on the date we entered into the Transaction. For the avoidance of doubt, the Transaction described herein shall be the sole Transaction governed by such ISDA Form Master Agreement. Except as otherwise specified, references herein to Sections shall be to Sections of the Master Agreement, and references to Paragraphs shall be to paragraphs of this Agreement. In the event of any inconsistency between the provisions of this Agreement and the Definitions or the Master Agreement, this Agreement shall prevail for purposes of the Transaction. Capitalized terms not otherwise defined herein or in the Definitions or the Master Agreement shall have the meaning defined for such term in the Pooling and Servicing Agreement.
2. | Certain Terms. The terms of the particular Transaction to which this Confirmation relates are as follows: |
| | |
| Type of Transaction: | Rate Swap |
| | |
| Notional Amount: | With respect to any Calculation Period the amount set forth for such period on Schedule I attached hereto. |
| | |
| Trade Date: | October 4, 2006 |
| | |
| Effective Date: | June 25, 2007 |
| | |
| Termination Date: | September 25, 2011, subject to adjustment in accordance with the Following Business Day Convention; provided, however, that for the purpose of determining the final Fixed Rate Payer Period End Date, Termination Date shall be subject to No Adjustment. |
| | |
FIXED AMOUNTS | |
| | |
| Fixed Rate Payer: | Counterparty |
| | |
| Fixed Rate: | 5.20% |
| | |
| Fixed Amount: | To be determined in accordance with the following formula: 250 * Fixed Rate * Notional Amount * Fixed Rate Day Count Fraction. |
| | |
| Fixed Rate Day Count | |
| Fraction: | 30/360 |
| | |
| Fixed Rate Payer | |
| Period End Dates: | The 25th day of each month, beginning on July 25, 2007 and ending on the Termination Date, No Adjustment. |
| | |
| Fixed Rate Payer | |
| Payment Dates: | The 25th day of each month, beginning on July 25, 2007 and ending on the Termination Date, subject to adjustment in accordance with the Following Business Day Convention. |
| | |
| | |
FLOATING AMOUNTS | |
| | |
| Floating Rate Payer: | BNY |
| | |
| Floating Rate for initial | |
| Calculation Period: | To be determined |
| | |
| Floating Amount: | To be determined in accordance with the following formula: 250 * Floating Rate Option * Notional Amount * Floating Rate Day Count Fraction. |
| | |
| Floating Rate Day Count | |
| Fraction: | Actual/360 |
| | |
| Floating Rate Option: | USD-LIBOR-BBA |
| | |
| Designated Maturity: | One month |
| | |
| Spread: | Inapplicable |
| | |
| Floating Rate Payer | |
| Period End Dates: | The 25th day of each month, beginning on July 25, 2007 and ending on the Termination Date, subject to adjustment in accordance with the Following Business Day Convention. |
| | |
| Floating Rate Payer | |
| Payment Dates: | The 25th day of each month, beginning on July 25, 2007 and ending on the Termination Date, subject to adjustment in accordance with the Following Business Day Convention. |
| | |
| Reset Dates: | The first day of each Calculation Period |
| | |
| Compounding: | Inapplicable |
| | |
| Business Days for Payments | |
| By both parties: | New York |
| | |
| Calculation Agent: | BNY |
| | |
| Additional Payment: | BNY shall pay Counterparty USD 4,400,000 on |
| October 19, 2006. | |
| | |
| | |
3. | Additional Provisions: | |
| | |
| 1) Reliance. 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. |
| | |
| 2) Transfer, Amendment and Assignment. No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless each of Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”), has been provided notice of the same and confirms in writing (including by facsimile transmission) that it will not downgrade, qualify, withdraw or otherwise modify its then-current ratings on the Certificates issued under the Pooling and Servicing Agreement (the “Certificates”) or on any notes backed by the Certificates (“Notes”). |
4. | Provisions Deemed Incorporated in a Schedule to the Master Agreement: |
| 1) | The parties agree that subparagraph (ii) of Section 2(c) of the ISDA Form Master Agreement will apply to this Transaction. |
| 2) | Termination Provisions. For purposes of the Master Agreement: |
| (a) | “Specified Entity” is not applicable to BNY or the Counterparty for any purpose. |
| (b) | The “Breach of Agreement” provision of Section 5(a)(ii) will not apply to BNY or the Counterparty. |
| (c) | The “Credit Support Default” provisions of Section 5(a)(iii) will not apply to BNY (except with respect to credit support furnished pursuant to Paragraph 4 (9) below) or to Counterparty. |
| (d) | The “Misrepresentation” provisions of Section 5(a)(iv) will not apply to BNY or the Counterparty. |
| (e) | “Default under Specified Transaction” is not applicable to BNY or the Counterparty for any purpose, and, accordingly, Section 5(a)(v) shall not apply to BNY or the Counterparty. |
| (f) | The “Cross Default” provisions of Section 5(a)(vi) will not apply to BNY or to the Counterparty. |
| (g) | The “Bankruptcy” provisions of Section 5(a)(vii)(2) will not apply to the Counterparty; the words “trustee” and “custodian” in Section 5(a)(vii)(6) will not include the Trustee; and with respect to Counterparty only the words “specifically authorized ” are inserted before the word “action” in Section 5(a)(vii)(9). |
| (h) | The “Merger Without Assumption” provision of Section 5(a)(viii) will not apply to the Counterparty. |
| (i) | The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will not apply to BNY or the Counterparty. |
| (j) | The “Automatic Early Termination” provision of Section 6(a) will not apply to BNY or to the Counterparty. |
| (k) | Payments on Early Termination. For the purpose of Section 6(e): |
(i) Market Quotation will apply.
(ii) The Second Method will apply.
| (l) | “Termination Currency” means United States Dollars. |
| (m) | “Gross Up”. Section 2(d)(i)(4) shall not apply to Counterparty as X, and Section 2(d)(ii) shall not apply to Counterparty as Y, such that Counterparty shall not be required to pay any additional amounts referred to therein. |
3) Tax Representations.
| (a) | Payer Representations. For the purpose of Section 3(e), BNY and the Counterparty make the following representations: |
It is not required by any 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)) 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); |
| (ii) | the satisfaction of the agreement contained in Section 4 (a)(i) or 4(a)(iii) and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4 (a)(i) or 4(a)(iii); and |
| (iii) | the satisfaction of the agreement of the other party contained in Section 4(d), provided 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) by reason of material prejudice of its legal or commercial position. |
| (b) | Payee Representations. For the purpose of Section 3(f), BNY and the Counterparty make the following representations. |
(i) The following representation will apply to BNY:
(x) It is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for United States federal income tax purposes, (y) it is a trust company duly organized and existing under the laws of the State of New York, and (y) its U.S. taxpayer identification number is 135160382.
(ii) The following representation will apply to the Counterparty:
The beneficial owner of the payments made to it under this Agreement is either (i) a "U.S. person" (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for United States federal income tax purposes and an "Exempt recipient" within the meaning of section 1.6049-4(c)(1)(ii) of United States Treasury Regulations, or (ii) a "non-U.S. branch of a foreign person" as that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations (the "Regulations") for United States federal income tax purposes, and it is a "foreign person" as that term is used in section 1.6041-4(a)(4) of the Regulations for United States federal income tax purposes.
4) Documents to be delivered. For the purpose of Section 4(a):
(a) Tax forms, documents or certificates to be delivered are:
Party required to deliver document | Form/Document/ Certificate | Date by which to be delivered | Covered by Section 3(d) Representation |
| | | |
BNY and Counterparty | Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any tax. | Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required | Yes |
(b) Other documents to be delivered are:
Party required to deliver document | Form/Document/ Certificate | Date by which to be delivered | Covered by Section 3(d) Representation |
| | | |
BNY | A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be. | Upon the execution and delivery of this Agreement | Yes |
| | | |
Counterparty | An incumbency certificate verifying the true signatures and authority of the person or persons signing this letter agreement on behalf of the Counterparty. | Upon the later of, receipt by such party, or within 30 days after the date of this Agreement | Yes |
Counterparty | A copy of the executed Pooling and Servicing Agreement | Upon execution of such Pooling and Servicing Agreement | No |
| | | |
BNY | A copy of the most recent publicly available regulatory call report. | Promptly after request by the other party | Yes |
| | | |
BNY | Legal Opinion as to enforceability of this Agreement. | Upon the execution and delivery of this Agreement. | Yes |
| | | |
Counterparty | Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to the Confirmation signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. | Upon the execution and delivery of this Agreement. | Yes |
5) Miscellaneous.
| (a) | Address for Notices: For the purposes of Section 12(a): |
Address for notices or communications to BNY:
The Bank of New York
Swaps and Derivative Products Group
Global Market Division
32 Old Slip 15th Floor
New York, New York 10286
Attention: Steve Lawler
with a copy to:
The Bank of New York
Swaps and Derivative Products Group
32 Old Slip 16th Floor
New York, New York 10286
Attention: Andrew Schwartz
Tele: 212-804-5103
Fax: 212-804-5818/5837
(For all purposes)
Address for notices or communications to the Counterparty:
Deutsche Bank
Attn: Radha Nilakantan
1761 E. St. Andrew Place
Santa Ana, CA 92705
Ph# 714-247-6319
Fax# 714-656-2626
(b) Process Agent. For the purpose of Section 13(c):
BNY appoints as its Process Agent: Not Applicable
The Counterparty appoints as its Process Agent: Not Applicable
| (c) | Offices. The provisions of Section 10(a) will not apply to this Agreement; neither BNY nor the Counterparty have any Offices other than as set forth in the Notices Section and BNY agrees that, for purposes of Section 6(b), it shall not in future have any Office other than one in the United States. |
| (d) | Multibranch Party. For the purpose of Section 10(c): |
BNY is not a Multibranch Party.
The Counterparty is not a Multibranch Party.
| (e) | Calculation Agent. The Calculation Agent is BNY. |
(f) Credit Support Document. Not applicable for either BNY (except with respect to credit support furnished pursuant to Paragraph 4(9)) or the Counterparty.
| (g) | Credit Support Provider. |
BNY: Not Applicable (except with respect to credit support furnished pursuant to Paragraph 4(9))
| Counterparty: | | Not Applicable |
| (h) | Governing Law. The parties to this Agreement hereby agree that the law of the State of New York shall govern their rights and duties in whole, without regard to conflict of law provisions thereof other than New York General Obligations Law Sections 5-1401 and 5-1402. |
| (i) | Severability. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable (in whole or in part) for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid or unenforceable portion eliminated, so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the respective benefits or expectations of the parties. |
The parties shall endeavor to engage in good faith negotiations to replace any invalid or unenforceable term, provision, covenant or condition with a valid or enforceable term, provision, covenant or condition, the economic effect of which comes as close as possible to that of the invalid or unenforceable term, provision, covenant or condition.
| (j) | Recording of Conversations. Each party (i) consents to the recording of telephone conversations between the trading, marketing and other relevant personnel of the parties in connection with this Agreement or any potential Transaction, (ii) agrees to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel and (iii) agrees, to the extent permitted by applicable law, that recordings may be submitted in evidence in any Proceedings. |
| (k) | Waiver of Jury Trial. Each party waives any right it may have to a trial by jury in respect of any Proceedings relating to this Agreement or any Credit Support Document. |
| (l) | Non-Recourse. Notwithstanding any provision herein or in the Master Agreement to the contrary, the obligations of the Counterparty hereunder are limited recourse obligations of the Counterparty, payable solely from the Swap Account and the proceeds thereof in accordance with the terms of the Pooling and Servicing Agreement to satisfy the Counterparty's obligations hereunder. In the event that the Swap Account and proceeds thereof should be insufficient to satisfy all claims outstanding and following the realization of the Swap Account and the distribution of the proceeds thereof in accordance with the Pooling and Servicing Agreement, any claims against or obligations of the Counterparty under the Master Agreement or any other confirmation thereunder, still outstanding shall be extinguished and thereafter not revive. This provision shall survive the expiration of this Agreement. |
| (m) | Limitation on Institution of Bankruptcy Proceedings. BNY shall not institute against or cause any other person to institute against, or join any other person in instituting against the Counterparty, the supplemental interest trust or the trust created pursuant to the Pooling and Servicing Agreement any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, under any federal or state bankruptcy or similar law or bankruptcy or similar laws of any other jurisdiction, for a period of one year and one day (or, if longer, the applicable preference period) following indefeasible payment in full of the Certificates and any Notes. This provision shall survive the expiration of this Agreement. |
| (n) | Remedy of Failure to Pay or Deliver. The ISDA Form Master Agreement is hereby amended by replacing the word “third” in the third line of Section 5(a)(i) by the word “second”. |
| (o) | “Affiliate” will have the meaning specified in Section 14 of the ISDA Form Master Agreement, provided that the Counterparty shall be deemed not to have any Affiliates for purposes of this Agreement, including for purposes of Section 6(b)(ii). |
| (p) | Supplemental Interest Trust Trustee’s Capacity. It is expressly understood and agreed by the parties hereto that insofar as this Confirmation is executed by the Supplemental Interest Trust Trustee (i) this Confirmation is executed and delivered by Deutsche Bank National Trust Company (“Deutsche Bank”), not in its individual capacity but solely as Supplemental Interest Trust Trustee pursuant to the Pooling and Servicing Agreement in the exercise of the powers and authority conferred and vested in it thereunder and pursuant to instruction set forth therein, (ii) each of the representations, undertakings and agreements herein made on behalf of the trust is made and intended not as a personal representation, undertaking or agreement of the Supplemental Interest Trust Trustee but is made and intended for the purpose of binding only the trust, and (iii) under no circumstances will Deutsche Bank, in its individual capacity be personally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation. Nothing herein contained shall be construed as creating any liability on Deutsche Bank, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties who are signatories to this letter agreement and by any person claiming by, through or under such parties. |
| (q) | Supplemental Interest Trust Trustee’s Representation. Deutsche Bank, as Supplemental Interest Trust Trustee, represents and warrants that: |
It has been directed under the Pooling and Servicing Agreement to enter into this letter agreement as Supplemental Interest Trust Trustee on behalf of the Counterparty.
| 6) | Additional Representations. Section 3 is hereby amended by adding, at the end thereof, the following Sections 3(g) and 3(h): |
| “(g) | Relationship Between Parties. |
| (1) | Nonreliance. It is not relying on any statement or representation of the other party regarding the Transaction (whether written or oral), other than the representations expressly made in this Agreement or the Confirmation in respect of that Transaction. |
(2) Evaluation and Understanding.
| (i) | Each Party is acting for its own account and has the capacity to evaluate (internally or through independent professional advice) the Transaction and has made its own decision to enter into the Transaction; it is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into such transaction; it being understood that information and explanations related to the terms and conditions of such transaction shall not be considered investment advice or a recommendation to enter into such transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of the transaction; and |
| (ii) | Each Party understands the terms, conditions and risks of the Transaction and is willing and able to accept those terms and conditions and to assume (and does, in fact assume) those risks, financially and otherwise. |
| (3) | Principal. The other party is not acting as a fiduciary or an advisor for it in respect of this Transaction. |
| (h) | Exclusion from Commodities Exchange Act. (A) It is an “eligible contract participant” within the meaning of Section 1a(12) of the Commodity Exchange Act, as amended; (B) this Agreement and each Transaction is subject to individual negotiation by such party; and (C) neither this Agreement nor any Transaction will be executed or traded on a “trading facility” within the meaning of Section 1a(33) of the Commodity Exchange Act, as amended. |
| 7) | Set-off. Notwithstanding any provision of this Agreement or any other existing or future agreement (but without limiting the provisions of Section 2(c) and Section 6, except as provided in the next sentence), each party irrevocably waives any and all rights it may have to set off, net, recoup or otherwise withhold or suspend or condition payment or performance of any obligation between it and the other party hereunder against any obligation between it and the other party under any other agreements. The last sentence of the first paragraph of Section 6(e) shall not apply for purposes of this Transaction. |
| 8) | Additional Termination Events. The following Additional Termination Events will apply, in each case with respect to the Counterparty as the sole Affected Party (unless otherwise provided below): |
(i) | Downgrade. BNY fails to comply with the Downgrade Provisions as set forth in Paragraph 4(9). BNY shall be the sole Affected Party. |
(ii) | Termination of Trust Fund. The Trust Fund shall be terminated pursuant to any provision of the Pooling and Servicing Agreement. The Early Termination Date shall be the Distribution Date upon which final payment is made in respect of the Certificates; provided, further, that notwithstanding Section 6(b)(iv) of the Master Agreement, both BNY and Counterparty shall have the right to designate an Early Termination Date in respect of this Additional Termination Event. |
(iii) | Inability to Pay. The Trustee is unable to pay, or fails or admits in writing its inability to pay, on any Distribution Date, any Monthly Interest Distributable Amount with respect to Class A Certificates or of the ultimate payment of principal with respect to the Class A Certificates, in either case to the extent required pursuant to the terms of the Pooling and Servicing Agreement to be paid to the Class A Certificates on such Distribution Date. |
(iv) | Amendment without Consent. The Trustee permits the Pooling and Servicing Agreement to be amended in a manner which could have a material adverse affect on BNY without first obtaining the prior written consent of BNY (such consent not to be unreasonably withheld or delayed), where such consent is required under the Pooling and Servicing Agreement. |
(v) | Provision of Information Required by Regulation AB. BNY shall fail to comply with the provisions of Paragraph 4(11) below within the time provided for therein. BNY shall be the sole Affected Party. |
9) Ratings Downgrade. For purposes of each Transaction:
(i) Certain Definitions.
(A) “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder, that the Trustee shall have received prior written confirmation from each of the applicable Rating Agencies, and shall have provided notice thereof to BNY, that the proposed action or inaction would not cause a downgrade or withdrawal of their then-current ratings of any Certificates or Notes.
(B) “Qualifying Ratings” means, with respect to the debt of any assignee or guarantor under Paragraph 4(9)(ii) below,
(x) a short-term unsecured and unsubordinated debt rating of “P-1” (not on watch for downgrade), and a long-term unsecured and unsubordinated debt of ”A1” (not on watch for downgrade) (or, if it has no short-term unsecured and unsubordinated debt rating, a long term rating of “Aa3” (not on watch for downgrade) by Moody’s, and
(y) a short-term unsecured and unsubordinated debt rating of “A-1” or a long-term unsecured and unsubordinated debt rating of “A+” by S&P.
(C) A “Collateralization Event” shall occur with respect to BNY (or any applicable credit support provider) if:
(x) its short-term unsecured and unsubordinated debt rating is reduced to “P-1” (and is on watch for downgrade) or below, and its long-term unsecured and unsubordinated debt is reduced to ”A1” (and is on watch for downgrade) or below (or, if it has no short-term unsecured and unsubordinated debt rating, its long term rating is reduced to “Aa3” (and is on watch for downgrade) or below) by Moody’s, or
(y) its short-term unsecured and unsubordinated debt rating is reduced below “A-1” or its long-term unsecured and unsubordinated debt rating is reduced below “A+” by S&P.
(D) A “Ratings Event” shall occur with respect to BNY (or any applicable credit support provider) if:
(x) its short-term unsecured and unsubordinated debt rating is withdrawn or reduced to “P-2” or below by Moody’s and its long-term unsecured and unsubordinated debt is reduced to “A3” or below (or, if it has no short-term unsecured and unsubordinated debt rating, its long term rating is reduced to “A2” or below) by Moody’s, or
(y) its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P.
For purposes of (C) and (D) above, such events include those occurring in connection with a merger, consolidation or other similar transaction by BNY or any applicable credit support provider, but they shall be deemed not to occur if, within 30 days (or, in the case of a Ratings Event, 10 Business Days) thereafter, each of the applicable Rating Agencies has reconfirmed the ratings of the Certificates and any Notes, as applicable, which were in effect immediately prior thereto. For the avoidance of doubt, a downgrade of the rating on the Certificates and Notes could occur in the event that BNY does not post sufficient collateral.
(ii) Actions to be Taken Upon Occurrence of Event. Subject, in each case set forth in (A) and (B) below, to satisfaction of the Rating Agency Condition:
(A) Collateralization Event. If a Collateralization Event occurs with respect to BNY (or any applicable credit support provider), then BNY shall, at its own expense, within thirty (30) days of such Collateralization Ratings Event:
(1) post collateral under agreements and other instruments approved by the Counterparty, such approval not to be unreasonably withheld, which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes,
(2) assign the Transaction to a third party, the ratings of the debt of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, on terms substantially similar to this Confirmation, which party is approved by the Counterparty, such approval not to be unreasonably withheld,
(3) obtain a guaranty of, or a contingent agreement of, another person, the ratings of the debt of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, to honor BNY’s obligations under this Agreement, provided that such other person is approved by the Counterparty, such approval not to be unreasonably withheld, or
(4) establish any other arrangement approved by the Counterparty, such approval not to be unreasonably withheld, which will be sufficient to restore the immediately prior ratings of their Certificates and any Notes.
(B) Ratings Event. If a Ratings Event occurs with respect to BNY (or any applicable credit support provider), then BNY shall, at its own expense, within ten (10) Business Days of such Ratings Event:
(1) assign the Transaction to a third party, the ratings of the debt of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, on terms substantially similar to this Confirmation, which party is approved by the Counterparty, such approval not to be unreasonably withheld,
(2) obtain a guaranty of, or a contingent agreement of, another person, the ratings of the debt of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, to honor BNY’s obligations under this Agreement, provided that such other person is approved by the Counterparty, such approval not to be unreasonably withheld, or
(3) establish any other arrangement approved by the Counterparty, such approval not to be unreasonably withheld, which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes.
| 10) | BNY Payments to be made to Supplemental Interest Trust Trustee. BNY will, unless otherwise directed by the Supplemental Interest Trust Trustee, make all payments hereunder to the Supplemental Interest Trust Trustee. Payment made to the Supplemental Interest Trust Trustee at the account specified herein or to another account specified in writing by the Supplemental Interest Trust Trustee shall satisfy the payment obligations of BNY hereunder to the extent of such payment. |
| 11) | Compliance with Regulation AB. For purposes of Item 1115 of Subpart 229.1100 - Asset Backed Securities (Regulation AB) (17 C.F.R. ss.ss.229.1100 - 229.1123) (“Regulation AB”) under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as amended and interpreted by the Securities and Exchange Commission and its staff, if the Depositor or Sponsor makes a determination, acting reasonably and in good faith, that (x) the applicable “significance percentage” with respect to this Agreement has been reached, and (y) the Depositor or Sponsor has a reporting obligation under the Exchange Act, then BNY shall, within five (5) Business Days after notice to that effect, at its sole expense, take one of the following actions (each subject to satisfaction of the applicable requirements of the Rating Agencies): (1) provide to the Depositor and Sponsor (including, if permitted by Regulation AB, provision by reference to reports filed pursuant to the Exchange Act or otherwise publicly available information) in an EDGAR-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format): (i) (A) the financial data required by Item 301 of Regulation S-K (17 C.F.R. §229.301), pursuant to Item 1115(b)(1); (B) financial statements meeting the requirements of Regulation S-X (17 C.F.R. §§210.1-01 through 210.12-29, but excluding 17 C.F.R. ss. 210.3-05 and Article 11 of Regulation S-X (17 C.F.R. ss. ss. 210.11-01 through 210.11-03)), pursuant to Item 1115(b)(2); or (C) such other financial information as may at the time be required or permitted to be provided in satisfaction of the requirements of Item 1115(b), together with accountants consents and/or a procedure letter relating thereto, and (ii) any updates to the foregoing with respect to BNY or any entity that consolidates BNY within five days of the release of any such updated information (but in no event more than 45 days after the end of each of BNY’s fiscal quarter for any quarterly update, and in no event more than 90 days after the end of each of BNY’s fiscal year for any annual update); or (2) secure another entity which complies with the requirements of Item 1115(b) of Regulation AB and with (1) above, to replace BNY as party to this Agreement on substantially similar terms to this Agreement, which entity (or guarantor therefor) meets or exceeds the Qualifying Ratings and which satisfies the Rating Agency Condition. |
The Depositor shall be an express third party beneficiary of, and assumes the obligations set forth in, this Paragraph 4(11) as if a party hereto to the extent of the Depositor’s rights and obligations explicitly specified herein.
5. Account Details and Settlement Information:
Payments to BNY:
The Bank of New York
Derivative Products Support Department
32 Old Slip, 16th Floor
New York, New York 10286
Attention: Renee Etheart
ABA #021000018
Account #890-0068-175
Reference: Interest Rate Swap
Payments to Counterparty:
ABA: 021001033
ABA Name: Deutsche Bank Trust Company - Americas Bene Acct: 014-19-663
Bene Acct Name: NYLTD Funds Control - Stars West
Attn: Radha Nilakantan/GC06F3
6. Counterparts. This Agreement 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.
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this agreement and returning it via facsimile to Derivative Products Support Dept., Attn: Kenny Au-Yeung at 212-804-5818/5837. Once we receive this we will send you two original confirmations for execution.
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,
THE BANK OF NEW YORK
By: _______________________________
Name:
Title:
The Counterparty, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as of the Trade Date.
DEUTSCHE BANK NATIONAL TRUST COMPANY, NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS SUPPLEMENTAL INTEREST TRUST TRUSTEE FOR THE SUPPLEMENTAL INTEREST TRUST WITH RESPECT TO THE FREMONT HOME LOAN TRUST 2006-3
By: _______________________________
Name:
Title:
Solely for purposes of paragraph 4(11):
DEPOSITOR
By: _______________________________
Name:
Title:
SCHEDULE I
(With respect to each Fixed Rate Payer Period End Date, all such dates are with No
Adjustment, and with respect to each Floating Rate Payer Period End Date, all such
dates are subject to adjustment in accordance with the Following Business Day
Convention)
Accrual Start Date | Accrual End Date | Notional Amount (in USD) |
06/25/07 | 07/25/07 | 5,132,385.58192 |
07/25/07 | 08/25/07 | 4,897,080.40040 |
08/25/07 | 09/25/07 | 4,665,170.63276 |
09/25/07 | 10/25/07 | 4,444,084.59008 |
10/25/07 | 11/25/07 | 4,233,325.34808 |
11/25/07 | 12/25/07 | 4,032,405.45480 |
12/25/07 | 01/25/08 | 3,840,860.65536 |
01/25/08 | 02/25/08 | 3,658,248.78144 |
02/25/08 | 03/25/08 | 3,484,148.69396 |
03/25/08 | 04/25/08 | 3,318,159.27644 |
04/25/08 | 05/25/08 | 3,159,854.32240 |
05/25/08 | 06/25/08 | 3,008,629.06956 |
06/25/08 | 07/25/08 | 2,862,463.77604 |
07/25/08 | 08/25/08 | 1,324,302.00308 |
08/25/08 | 09/25/08 | 717,236.14444 |
09/25/08 | 10/25/08 | 682,454.68988 |
10/25/08 | 11/25/08 | 651,056.16016 |
11/25/08 | 12/25/08 | 624,094.82336 |
12/25/08 | 01/25/09 | 601,017.66216 |
01/25/09 | 02/25/09 | 578,859.10140 |
02/25/09 | 03/25/09 | 557,536.12336 |
03/25/09 | 04/25/09 | 537,016.03716 |
04/25/09 | 05/25/09 | 517,267.50028 |
05/25/09 | 06/25/09 | 498,260.45924 |
06/25/09 | 07/25/09 | 479,623.51704 |
07/25/09 | 08/25/09 | 453,015.60256 |
08/25/09 | 09/25/09 | 427,015.31384 |
09/25/09 | 10/25/09 | 411,621.64876 |
10/25/09 | 11/25/09 | 396,970.33676 |
11/25/09 | 12/25/09 | 382,840.26796 |
12/25/09 | 01/25/10 | 369,212.83752 |
01/25/10 | 02/25/10 | 356,070.11028 |
02/25/10 | 03/25/10 | 343,394.79644 |
03/25/10 | 04/25/10 | 331,170.22780 |
04/25/10 | 05/25/10 | 319,380.33520 |
05/25/10 | 06/25/10 | 308,009.62656 |
06/25/10 | 07/25/10 | 297,043.16596 |
07/25/10 | 08/25/10 | 286,466.55332 |
08/25/10 | 09/25/10 | 276,265.90488 |
09/25/10 | 10/25/10 | 266,427.83456 |
10/25/10 | 11/25/10 | 256,939.43568 |
11/25/10 | 12/25/10 | 247,788.26384 |
12/25/10 | 01/25/11 | 238,962.31988 |
01/25/11 | 02/25/11 | 230,450.03408 |
02/25/11 | 03/25/11 | 222,240.25024 |
03/25/11 | 04/25/11 | 214,322.21100 |
04/25/11 | 05/25/11 | 206,685.54344 |
05/25/11 | 06/25/11 | 199,320.24496 |
06/25/11 | 07/25/11 | 192,111.30188 |
07/25/11 | 08/25/11 | 184,990.68972 |
08/25/11 | 09/25/11 | 177,991.94264 |
EXHIBIT R-1
FORM OF WATCHLIST REPORT
Available Upon Request
EXHIBIT R-2
FORM OF LOSS SEVERITY REPORT
Available Upon Request
EXHIBIT R-3
[RESERVED]
EXHIBIT R-4
FORM OF PREPAYMENT PREMIUMS REPORT
Available Upon Request
EXHIBIT R-5
FORM OF ANALYTICS REPORT
Available Upon Request
EXHIBIT S
SERVICING CRITERIA TO BE ADDRESSED
IN ASSESSMENT OF COMPLIANCE
Definitions
Primary Servicer - transaction party having borrower contact
Master Servicer - aggregator of pool assets
Securities Administrator - waterfall calculator (may be the Trustee, or may be the Master Servicer)
Back-up Servicer - named in the transaction (in the event a Back up Servicer becomes the Primary Servicer, follow Primary Servicer obligations)
Custodian - safe keeper of pool assets
Paying Agent - distributor of funds to ultimate investor
Trustee - fiduciary of the transaction
Note: The definitions above describe the essential function that the party performs, rather than the party’s title. So, for example, in a particular transaction, the trustee may perform the “paying agent” and “securities administrator” functions, while in another transaction, the securities administrator may perform these functions.
Where there are multiple checks for criteria the attesting party will identify in their management assertion that they are attesting only to the portion of the distribution chain they are responsible for in the related transaction agreements.
Key: X - obligation
[X] - under consideration for obligation
Reg AB Reference | Servicing Criteria | Primary Servicer | Master Servicer | Trustee |
| General Servicing Considerations | | | |
1122(d)(1)(i) | Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. | X | X | X |
1122(d)(1)(ii) | If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities. | To the extent applicable | X | |
1122(d)(1)(iii) | Any requirements in the transaction agreements to maintain a back-up servicer for the Pool Assets are maintained. | | | |
1122(d)(1)(iv) | A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. | X | X | |
| Cash Collection and Administration | | | |
1122(d)(2)(i) | Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. | X | X | X |
1122(d)(2)(ii) | Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. | X | X | X |
1122(d)(2)(iii) | Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. | X | X | |
1122(d)(2)(iv) | The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. | X | [X] | X |
1122(d)(2)(v) | Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. | X | X | X |
1122(d)(2)(vi) | Unissued checks are safeguarded so as to prevent unauthorized access. | If applicable | | |
1122(d)(2)(vii) | Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. | X | X | X |
| Investor Remittances and Reporting | | | |
1122(d)(3)(i) | Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of Pool Assets serviced by the Servicer. | X | X | X |
1122(d)(3)(ii) | Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. | X | X | X |
1122(d)(3)(iii) | Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements. | X | X | X |
1122(d)(3)(iv) | Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. | X | X | X |
| Pool Asset Administration | | | |
1122(d)(4)(i) | Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. | | X | X |
1122(d)(4)(ii) | Pool assets and related documents are safeguarded as required by the transaction agreements | | X | X |
1122(d)(4)(iii) | Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. | X | X | X |
1122(d)(4)(iv) | Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents. | X | | |
1122(d)(4)(v) | The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance. | X | | |
1122(d)(4)(vi) | Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. | X | X | |
1122(d)(4)(vii) | Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. | X | X | |
1122(d)(4)(viii) | Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). | X | | |
1122(d)(4)(ix) | Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. | X | X | |
1122(d)(4)(x) | Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements. | X | | |
1122(d)(4)(xi) | Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. | X | | |
1122(d)(4)(xii) | Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission. | X | | |
1122(d)(4)(xiii) | Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements. | X | | |
1122(d)(4)(xiv) | Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. | X | X | |
1122(d)(4)(xv) | Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. | | X | X |
EXHIBIT T
FORM 10-D, FORM 8-K AND FORM 10-K
REPORTING RESPONSIBILITY
As to each item described below, the entity indicated as the Responsible Party shall be primarily responsible for reporting the information to the Trustee pursuant to Section 4.07(a)(iv). If the Trustee is indicated below as to any item, then the Trustee is primarily responsible for obtaining that information.
Under Item 1 of Form 10-D: a) items marked “4.02 statement” are required to be included in the periodic Distribution Date statement under Section 4.02, provided by the Trustee based on information received from the Servicer; and b) items marked “Form 10-D report” are required to be in the Form 10-D report but not the 4.02 statement, provided by the party indicated. Information under all other Items of Form 10-D is to be included in the Form 10-D report.
Form | Item | Description | Responsible Party |
10-D | Must be filed within 15 days of the Distribution Date. |
1 | Distribution and Pool Performance Information | |
Item 1121(a) - Distribution and Pool Performance Information | |
(1) Any applicable record dates, accrual dates, determination dates for calculating distributions and actual distribution dates for the distribution period. | 4.02 statement |
(2) Cash flows received and the sources thereof for distributions, fees and expenses. | 4.02 statement |
(3) Calculated amounts and distribution of the flow of funds for the period itemized by type and priority of payment, including: | 4.02 statement |
(i) Fees or expenses accrued and paid, with an identification of the general purpose of such fees and the party receiving such fees or expenses. | 4.02 statement |
(ii) Payments accrued or paid with respect to enhancement or other support identified in Item 1114 of Regulation AB (such as insurance premiums or other enhancement maintenance fees), with an identification of the general purpose of such payments and the party receiving such payments. | 4.02 statement |
(iii) Principal, interest and other distributions accrued and paid on the asset-backed securities by type and by class or series and any principal or interest shortfalls or carryovers. | 4.02 statement |
(iv) The amount of excess cash flow or excess spread and the disposition of excess cash flow. | 4.02 statement |
(4) Beginning and ending principal balances of the asset-backed securities. | 4.02 statement |
(5) Interest rates applicable to the pool assets and the asset-backed securities, as applicable. Consider providing interest rate information for pool assets in appropriate distributional groups or incremental ranges. | 4.02 statement |
(6) Beginning and ending balances of transaction accounts, such as reserve accounts, and material account activity during the period. | 4.02 statement |
(7) Any amounts drawn on any credit enhancement or other support identified in Item 1114 of Regulation AB, as applicable, and the amount of coverage remaining under any such enhancement, if known and applicable. | 4.02 statement |
(8) Number and amount of pool assets at the beginning and ending of each period, and updated pool composition information, such as weighted average coupon, weighted average life, weighted average remaining term, pool factors and prepayment amounts. | 4.02 statement Updated pool composition information fields to be as specified by Depositor from time to time |
(9) Delinquency and loss information for the period. In addition, describe any material changes to the information specified in Item 1100(b)(5) of Regulation AB regarding the pool assets. | 4.02 statement. Form 10-D report: Depositor |
(10) Information on the amount, terms and general purpose of any advances made or reimbursed during the period, including the general use of funds advanced and the general source of funds for reimbursements. | 4.02 statement |
(11) Any material modifications, extensions or waivers to pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time. | Form 10-D report; Servicer |
(12) Material breaches of pool asset representations or warranties or transaction covenants. | Form 10-D report: Servicer |
(13) Information on ratio, coverage or other tests used for determining any early amortization, liquidation or other performance trigger and whether the trigger was met. | 4.02 statement |
(14) Information regarding any new issuance of asset-backed securities backed by the same asset pool, [information regarding] any pool asset changes (other than in connection with a pool asset converting into cash in accordance with its terms), such as additions or removals in connection with a prefunding or revolving period and pool asset substitutions and repurchases (and purchase rates, if applicable), and cash flows available for future purchases, such as the balances of any prefunding or revolving accounts, if applicable. Disclose any material changes in the solicitation, credit-granting, underwriting, origination, acquisition or pool selection criteria or procedures, as applicable, used to originate, acquire or select the new pool assets. | Form 10-D report: Depositor Form 10-D report: Depositor Form 10-D report: Depositor |
Item 1121(b) - Pre-Funding or Revolving Period Information Updated pool information as required under Item 1121(b). | Depositor |
2 | Legal Proceedings | |
Item 1117 - Legal proceedings pending against the following entities, or their respective property, that is material to Certificateholders, including proceedings known to be contemplated by governmental authorities: Seller Depositor Trustee Issuing entity Servicer Originator Custodian | Seller Depositor Trustee Depositor Servicer Originator Custodian |
3 | Sales of Securities and Use of Proceeds | |
Information from Item 2(a) of Part II of Form 10-Q: With respect to any sale of securities by the sponsor, depositor or issuing entity, that are backed by the same asset pool or are otherwise issued by the issuing entity, whether or not registered, provide the sales and use of proceeds information in Item 701 of Regulation S-K. Pricing information can be omitted if securities were not registered. | Depositor |
4 | Defaults Upon Senior Securities | |
Information from Item 3 of Part II of Form 10-Q: Report the occurrence of any Event of Default (after expiration of any grace period and provision of any required notice) | N/A |
5 | Submission of Matters to a Vote of Security Holders | |
Information from Item 4 of Part II of Form 10-Q | Trustee |
6 | Significant Obligors of Pool Assets | |
Item 1112(b) - Significant Obligor Financial Information* | N/A |
*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Item. | |
7 | Significant Enhancement Provider Information | |
Item 1114(b)(2) - Credit Enhancement Provider Financial Information* Determining applicable disclosure threshold Obtaining required financial information or effecting incorporation by reference | N/A N/A |
Item 1115(b) - Derivative Counterparty Financial Information* Determining current maximum probable exposure Determining current significance percentage Obtaining required financial information or effecting incorporation by reference | [TBD] [TBD] Depositor |
*This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Items. | |
8 | Other Information | |
Disclose any information required to be reported on Form 8-K during the period covered by the Form 10-D but not reported | The Responsible Party for the applicable Form 8-K item as indicated below |
9 | Exhibits | |
Distribution report | Trustee |
Exhibits required by Item 601 of Regulation S-K, such as material agreements | Depositor |
8-K | Must be filed within four business days of an event reportable on Form 8-K. |
1.01 | Entry into a Material Definitive Agreement | |
Disclosure is required regarding entry into or amendment of any definitive agreement that is material to the securitization, even if depositor is not a party. Examples: servicing agreement, custodial agreement. Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus | Depositor |
1.02 | Termination of a Material Definitive Agreement | |
Disclosure is required regarding termination of any definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor is not a party. Examples: servicing agreement, custodial agreement. | Depositor |
1.03 | Bankruptcy or Receivership | |
Disclosure is required regarding the bankruptcy or receivership, if known to the Depositor, Servicer or Trustee, with respect to any of the following: Sponsor (Seller), Depositor, Servicer, Trustee, Swap Provider, Cap Provider, Custodian | Depositor/Servicer/Trustee |
2.04 | Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement | |
Includes an early amortization, performance trigger or other event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule. Disclosure will be made of events other than waterfall triggers which are disclosed in the 4.02 statement | N/A |
3.03 | Material Modification to Rights of Security Holders | |
Disclosure is required of any material modification to documents defining the rights of Certificateholders, including the Pooling and Servicing Agreement | Party requesting material modification |
5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | |
Disclosure is required of any amendment “to the governing documents of the issuing entity” | Depositor |
5.06 | Change in Shell Company Status | |
[Not applicable to ABS issuers] | Depositor |
6.01 | ABS Informational and Computational Material | |
[Not included in reports to be filed under Section 4.07] | Depositor |
6.02 | Change of Servicer or Trustee | |
Requires disclosure of any removal, replacement, substitution or addition of any servicer, affiliated servicer, other servicer servicing 10% or more of pool assets at time of report, other material servicers, certificate administrator or trustee. Reg AB disclosure about any new servicer or trustee is also required. | Trustee or Servicer |
6.03 | Change in Credit Enhancement or Other External Support | |
Covers termination of any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. Reg AB disclosure about any new enhancement provider is also required. | Depositor |
6.04 | Failure to Make a Required Distribution | Trustee |
6.05 | Securities Act Updating Disclosure | |
If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. | Depositor |
If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. | Depositor |
7.01 | Regulation FD Disclosure | Depositor |
8.01 | Other Events | |
Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to security holders. | Depositor |
9.01 | Financial Statements and Exhibits | The Responsible Party applicable to reportable event |
10-K | Must be filed within 90 days of the fiscal year end for the registrant. |
9B | Other Information | |
Disclose any information required to be reported on Form 8-K during the fourth quarter covered by the Form 10-K but not reported | The Responsible Party for the applicable Form 8-K item as indicated above |
15 | Exhibits and Financial Statement Schedules | |
Item 1112(b) - Significant Obligor Financial Information | N/A |
Item 1114(b)(2) - Credit Enhancement Provider Financial Information Determining applicable disclosure threshold Obtaining required financial information or effecting incorporation by reference | N/A N/A |
Item 1115(b) - Derivative Counterparty Financial Information Determining current maximum probable exposure Determining current significance percentage Obtaining required financial information or effecting incorporation by reference | [TBD] [TBD] Depositor |
Seller Depositor Trustee Issuing entity Servicer Originator Custodian | Seller Depositor Trustee Issuing entity Servicer Originator Custodian |
Item 1119 - Affiliations and relationships between the following entities, or their respective affiliates, that are material to Certificateholders: Seller Depositor Trustee Issuing entity Servicer Originator Custodian Credit Enhancer/Support Provider, if any Significant Obligor, if any | Seller Depositor Trustee (only with respect to affiliations and relationships with the sponsor, depositor or issuing entity) Issuing entity Servicer Originator Custodian Depositor Depositor |
Item 1122 - Assessment of Compliance with Servicing Criteria | Each Party participating in the servicing function |
Item 1123 -Servicer Compliance Statement | Servicer |
EXHIBIT U
FORM OF BASIS RISK CAP AGREEMENT
Dated: October 11, 2006
Rate Cap Transaction
Re: BNY Reference No. 38417
Ladies and Gentlemen:
The purpose of this letter agreement (“Agreement”) is to confirm the terms and conditions of the rate Cap Transaction entered into on the Trade Date specified below (the “Transaction”) between The Bank of New York (“BNY”), a trust company duly organized and existing under the laws of the State of New York, and Deutsche Bank National Trust Company, not in its individual capacity, but solely as trustee with respect to the Fremont Home Loan Trust 2006-3 (in such capacity, the “Trustee” or the “Counterparty”), under the Pooling and Servicing Agreement, dated as of September 1, 2006, among Financial Asset Securities Corp., as depositor (the “Depositor”), Wells Fargo Bank, N.A. as servicer (the “Servicer”), and Deutsche Bank National Trust Company as Trustee (the “Trustee”) (the “Pooling and Servicing Agreement”). This Agreement, which evidences a complete and binding agreement between you and us to enter into the Transaction on the terms set forth below, constitutes a “Confirmation” as referred to in the “ISDA Form Master Agreement” (as defined below), as well as a “Schedule” as referred to in the ISDA Form Master Agreement.
1. Form of Agreement. This Agreement is subject to the 2000 ISDA Definitions (the “Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). Any reference to a “Swap Transaction” in the Definitions is deemed to be a reference to a “Transaction” for purposes of this Agreement, and any reference to a “Transaction” in this Agreement is deemed to be a reference to a “Swap Transaction” for purposes of the Definitions. You and we have agreed to enter into this Agreement in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement (Multicurrency—Cross Border) form (the “ISDA Form Master Agreement”). An ISDA Form Master Agreement, as modified by the Schedule terms in Paragraph 4 of this Confirmation (the “Master Agreement”), shall be deemed to have been executed by you and us on the date we entered into the Transaction. For the avoidance of doubt, the Transaction described herein shall be the sole Transaction governed by such ISDA Form Master Agreement. Except as otherwise specified, references herein to Sections shall be to Sections of the Master Agreement, and references to Paragraphs shall be to paragraphs of this Agreement. In the event of any inconsistency between the provisions of this Agreement and the Definitions or the Master Agreement, this Agreement shall prevail for purposes of the Transaction. Capitalized terms not otherwise defined herein or in the Definitions or the Master Agreement shall have the meaning defined for such term in the Pooling and Servicing Agreement.
2. | Certain Terms. The terms of the particular Transaction to which this Confirmation relates are as follows: |
Type of Transaction: Rate Cap
Notional Amount: With respect to any Calculation Period, the lesser of: (i) the amount set forth on Schedule I attached hereto for such Calculation Period and (ii) the aggregate Certificate Principal Balance of the Floating Rate Certificates (as defined in the Pooling and Servicing Agreement) for such Floating Rate Payer Payment Date.
The Trustee shall make available each month via the Trustee’s website a statement containing the aggregate Certificate Principal Balance of the Floating Rate Certificates as of the first day of such Calculation Period and shall notify BNY at least five (5) Business Days prior to the related Floating Rate Payer Payment Date of the aggregate Certificate Principal Balance of the Floating Rate Certificates as of the first day of such Calculation Period and shall send such notification to BNY provided, however, that if the Trustee shall not provide such notification, BNY is permitted to rely upon the statement of Certificate Principal Balance of the Floating Rate Certificates made available on the Trustee’s website. The Trustee’s internet website shall initially be located at https://www.tss.db.com/invr and assistance in using the website can be obtained by calling the the Trustee’s investor relations desk at 714-247-6000.
Trade Date: October 4, 2006
Effective Date: October 25, 2006
Termination Date: June 25, 2007, subject to adjustment in accordance with the Following Business Day Convention.
FIXED AMOUNTS:
Fixed Amount Payer: Counterparty
Fixed Amount: USD 5,000.00
Fixed Amount
Payment Date: October 19, 2006
FLOATING AMOUNTS
Floating Rate Payer: BNY
Cap Rate: For each Calculation Period, as set forth for such period on Schedule I attached hereto.
Floating Rate for initial
Calculation Period: To be determined
Floating Rate Day Count
Fraction: Actual/360
Floating Rate Option: �� USD-LIBOR-BBA, provided, however, if the Floating Rate Option for a Calculation Period is greater than 10.50% then the Floating Rate Option for such Calculation Period shall be deemed equal to 10.50%.
Designated Maturity: One month
Spread: Inapplicable
Floating Rate Payer
Period End Dates: The 25th day of each month, beginning on November 25, 2006 and ending on the Termination Date, subject to adjustment in accordance with the Following Business Day Convention.
Floating Rate Payer
Payment Dates: Early Payment shall be applicable. The Floating Rate Payer Payment Date shall be one (1) Business Day preceding each Floating Rate Payer Period End Date.
Reset Dates: The first day of each Calculation Period
Compounding: Inapplicable
Business Days for Payments
By both parties: New York
Calculation Agent: BNY
3. Additional Provisions:
1) Reliance. 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.
4. | Provisions Deemed Incorporated in a Schedule to the Master Agreement: |
| 1) | No Netting Between Transactions. The parties agree that subparagraph (ii) of Section 2(c) will apply to any Transaction. |
| 2) | Termination Provisions. Subject to the provisions of Paragraph 4(10) below, for purposes of the Master Agreement: |
| (a) | “Specified Entity” is not applicable to BNY or the Counterparty for any purpose. |
| (b) | The “Breach of Agreement” provision of Section 5(a)(ii) will not apply to BNY or the Counterparty. |
| (c) | The “Credit Support Default” provisions of Section 5(a)(iii) will not apply to BNY (except with respect to credit support furnished pursuant to Paragraph 4 (9) below) or to Counterparty. |
| (d) | The “Misrepresentation” provisions of Section 5(a)(iv) will not apply to BNY or the Counterparty. |
| (e) | “Default under Specified Transaction” is not applicable to BNY or the Counterparty for any purpose, and, accordingly, Section 5(a)(v) shall not apply to BNY or the Counterparty. |
| (f) | The “Cross Default” provisions of Section 5(a)(vi) will not apply to BNY or to the Counterparty. |
| (g) | The “Bankruptcy” provisions of Section 5(a)(vii)(2) will not apply to the Counterparty; the words “trustee” and “custodian” in Section 5(a)(vii)(6) will not include the Trustee; and with respect to Counterparty only the words “specifically authorized ” are inserted before the word “action” in Section 5(a)(vii)(9). |
| (h) | The “Merger Without Assumption” provision of Section 5(a)(viii) will not apply to the Counterparty. |
| (i) | The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will not apply to BNY or the Counterparty. |
| (j) | The “Automatic Early Termination” provision of Section 6(a) will not apply to BNY or to the Counterparty. |
| (k) | Payments on Early Termination. For the purpose of Section 6(e): |
(i) Market Quotation will apply.
(ii) The Second Method will apply.
| (l) | “Termination Currency” means United States Dollars. |
| (m) | No Additional Amounts Payable by Counterparty. Section 2(d)(i)(4) shall not apply to Counterparty as X, and Section 2(d)(ii) shall not apply to Counterparty as Y, such that Counterparty shall not be required to pay any additional amounts referred to therein. |
3) Tax Representations.
| (a) | Payer Representations. For the purpose of Section 3(e), BNY and the Counterparty make the following representations: |
It is not required by any 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)) 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); |
| (ii) | the satisfaction of the agreement contained in Section 4 (a)(i) or 4(a)(iii) and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4 (a)(i) or 4(a)(iii); and |
| (iii) | the satisfaction of the agreement of the other party contained in Section 4(d), provided 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) by reason of material prejudice of its legal or commercial position. |
| (b) | Payee Representations. For the purpose of Section 3(f), BNY and the Counterparty make the following representations. |
(i) The following representation will apply to BNY:
(x) It is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for United States federal income tax purposes, (y) it is a trust company duly organized and existing under the laws of the State of New York, and (y) its U.S. taxpayer identification number is 135160382.
(ii) The following representation will apply to the Counterparty:
The beneficial owner of the payments made to it under this Agreement is either (i) a "U.S. person" (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for United States federal income tax purposes and an "Exempt recipient" within the meaning of section 1.6049-4(c)(1)(ii) of United States Treasury Regulations, or (ii) a "non-U.S. branch of a foreign person" as that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations (the "Regulations") for United States federal income tax purposes, and it is a "foreign person" as that term is used in section 1.6041-4(a)(4) of the Regulations for United States federal income tax purposes.
4) Documents to be delivered. For the purpose of Section 4(a):
(a) Tax forms, documents or certificates to be delivered are:
Party required to deliver document | Form/Document/ Certificate | Date by which to be delivered | Covered by Section 3(d) Representation |
| | | |
BNY and Counterparty | Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any tax. | Upon the execution and delivery of this Agreement | Yes |
(b) Other documents to be delivered are:
Party required to deliver document | Form/Document/ Certificate | Date by which to be delivered | Covered by Section 3(d) Representation |
| | | |
BNY | A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be. | Promptly after the earlier of (i) reasonable demand by either party or (ii) learning that such form or document is required | Yes |
| | | |
Counterparty | An incumbency certificate verifying the true signatures and authority of the person or persons signing this letter agreement on behalf of the Counterparty. | Upon the later of, receipt by such party, or within 30 days after the date of this Agreement | Yes |
| | | |
Counterparty | A copy of the executed Pooling and Servicing Agreement, | Upon execution of such Pooling and Servicing Agreement | No |
| | | |
BNY | A copy of the most recent publicly available regulatory call report. | Promptly after request by the other party | Yes |
| | | |
BNY | Legal Opinion as to enforceability of this Agreement. | Upon the execution and delivery of this Agreement. | Yes |
| | | |
Counterparty | Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to the Confirmation signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. | Upon the execution and delivery of this Agreement. | Yes |
5) Miscellaneous.
| (a) | Address for Notices: For the purposes of Section 12(a): |
Address for notices or communications to BNY:
The Bank of New York
Swaps and Derivative Products Group
Global Market Division
32 Old Slip 15th Floor
New York, New York 10286
Attention: Steve Lawler
with a copy to:
The Bank of New York
Swaps and Derivative Products Group
32 Old Slip 16th Floor
New York, New York 10286
Attention: Andrew Schwartz
Tele: 212-804-5103
Fax: 212-804-5818/5837
(For all purposes)
Address for notices or communications to the Counterparty:
Deutsche Bank
Attn: Radha Nilakantan
1761 E. St. Andrew Place
Santa Ana, CA 92705
Ph# 714-247-6319
Fax# 714-656-2626
(b) Process Agent. For the purpose of Section 13(c):
BNY appoints as its Process Agent: Not Applicable
The Counterparty appoints as its Process Agent: Not Applicable
| (c) | Offices. The provisions of Section 10(a) will not apply to this Agreement; neither BNY nor the Counterparty have any Offices other than as set forth in the Notices Section and BNY agrees that, for purposes of Section 6(b), it shall not in future have any Office other than one in the United States. |
| (d) | Multibranch Party. For the purpose of Section 10(c): |
BNY is not a Multibranch Party.
The Counterparty is not a Multibranch Party.
| (e) | Calculation Agent. The Calculation Agent is BNY. |
(f) Credit Support Document. Not applicable for either BNY (except with respect to credit support furnished pursuant to Paragraph 4(9)) or the Counterparty.
| (g) | Credit Support Provider. |
BNY: Not Applicable (except with respect to credit support furnished pursuant to Paragraph 4(9))
| Counterparty: | | Not Applicable |
| (h) | Governing Law. The parties to this Agreement hereby agree that the law of the State of New York shall govern their rights and duties in whole, without regard to conflict of law provisions thereof other than New York General Obligations Law Sections 5-1401 and 5-1402. |
| (i) | Severability. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable (in whole or in part) for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid or unenforceable portion eliminated, so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the respective benefits or expectations of the parties. |
The parties shall endeavor to engage in good faith negotiations to replace any invalid or unenforceable term, provision, covenant or condition with a valid or enforceable term, provision, covenant or condition, the economic effect of which comes as close as possible to that of the invalid or unenforceable term, provision, covenant or condition.
| (j) | Recording of Conversations. Each party (i) consents to the recording of telephone conversations between the trading, marketing and other relevant personnel of the parties in connection with this Agreement or any potential Transaction, (ii) agrees to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel and (iii) agrees, to the extent permitted by applicable law, that recordings may be submitted in evidence in any Proceedings. |
| (k) | Waiver of Jury Trial. Each party waives any right it may have to a trial by jury in respect of any Proceedings relating to this Agreement or any Credit Support Document. |
| (m) | Limitation on Institution of Bankruptcy Proceedings. BNY shall not institute against or cause any other person to institute against, or join any other person in instituting against the Counterparty or the Trust, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, under any federal or state bankruptcy or similar law or bankruptcy or similar laws of any other jurisdiction, for a period of one year and one day (or, if longer, the applicable preference period) following indefeasible payment in full of the Certificates and any Notes. This provision shall survive the expiration of this Agreement. |
| (n) | Remedy of Failure to Pay or Deliver. The ISDA Form Master Agreement is hereby amended by replacing the word “third” in the third line of Section 5(a)(i) by the word “second”. |
| (o) | “Affiliate” will have the meaning specified in Section 14 of the ISDA Form Master Agreement, provided that the Counterparty shall be deemed not to have any Affiliates for purposes of this Agreement, including for purposes of Section 6(b)(ii). |
| (p) | Trustee’s Capacity. It is expressly understood and agreed by the parties hereto that insofar as this Confirmation is executed by the Trustee (i) this Confirmation is executed and delivered by Deutsche Bank National Trust Company (“Deutsche Bank”), not in its individual capacity but solely as Trustee pursuant to the Pooling and Servicing Agreement in the exercise of the powers and authority conferred and vested in it thereunder and pursuant to instruction set forth therein (ii) each of the representations, undertakings and agreements herein made on behalf of the trust is made and intended not as a personal representation, undertaking or agreement of the Trustee but is made and intended for the purpose of binding only the trust, and (iii) under no circumstances will Deutsche Bank, in its individual capacity be personally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation. Nothing herein contained shall be construed as creating any liability on Deutsche Bank, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties who are signatories to this letter agreement and by any person claiming by, through or under such parties. |
| (q) | Trustee’s Representation. Deutsche Bank, as Trustee, represents and warrants that: |
It has been directed under the Pooling and Servicing Agreement to enter into this letter agreement as Trustee on behalf of the Counterparty.
| 6) | Additional Representations. Section 3 is hereby amended by adding, at the end thereof, the following Sections 3(g) and 3(h): |
| “(g) | Relationship Between Parties. |
| (1) | Nonreliance. It is not relying on any statement or representation of the other party regarding the Transaction (whether written or oral), other than the representations expressly made in this Agreement or the Confirmation in respect of that Transaction. |
(2) Evaluation and Understanding.
Each Party is acting for its own account and has the capacity to evaluate (internally or through independent professional advice) the Transaction and has made its own decision to enter into the Transaction; it is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into such transaction; it being understood that information and explanations related to the terms and conditions of such transaction shall not be considered investment advice or a recommendation to enter into such transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of the transaction; and
| (ii) | It understands the terms, conditions and risks of the Transaction and is willing and able to accept those terms and conditions and to assume (and does, in fact assume) those risks, financially and otherwise. |
| (3) | Principal. The other party is not acting as a fiduciary or an advisor for it in respect of this Transaction. |
| (h) | Exclusion from Commodities Exchange Act. (A) It is an “eligible contract participant” within the meaning of Section 1a(12) of the Commodity Exchange Act, as amended; (B) this Agreement and each Transaction is subject to individual negotiation by such party; and (C) neither this Agreement nor any Transaction will be executed or traded on a “trading facility” within the meaning of Section 1a(33) of the Commodity Exchange Act, as amended. |
| 7) | Set-off. Notwithstanding any provision of this Agreement or any other existing or future agreement (but without limiting the provisions of Section 2(c) and Section 6, except as provided in the next sentence), each party irrevocably waives any and all rights it may have to set off, net, recoup or otherwise withhold or suspend or condition payment or performance of any obligation between it and the other party hereunder against any obligation between it and the other party under any other agreements. The last sentence of the first paragraph of Section 6(e) shall not apply for purposes of this Transaction. |
| 8) | Additional Termination Events. The following Additional Termination Events will apply, in each case with respect to the BNY as the sole Affected Party: |
| (i) | Downgrade. BNY fails to comply with the Downgrade Provisions as set forth in Paragraph 4(9). |
| (ii) | Provision of Information Required by Regulation AB. BNY shall fail to comply with the provisions of Paragraph 4(11) below within the time provided for therein. BNY shall be the sole Affected Party. |
| (iii) | Termination of Trust Fund. The Trust Fund shall be terminated pursuant to any provision of the Pooling and Servicing Agreement. The Early Termination Date shall be the Distribution Date upon which final payment is made in respect of the Certificates; provided, further, that notwithstanding Section 6(b)(iv) of the Master Agreement only the Counterparty shall have the right to designate an Early Termination Date in respect of this Additional Termination Event. |
9) Ratings Downgrade. For purposes of each Transaction:
(i) Certain Definitions.
(A) “Rating Agency Condition” means, with respect to any particular proposed act or omission to act hereunder, that the Trustee shall have received prior written confirmation from each of the applicable Rating Agencies, and shall have provided notice thereof to BNY, that the proposed action or inaction would not cause a downgrade or withdrawal of their then-current ratings of any Certificates or Notes.
(B) “Qualifying Ratings” means, with respect to the debt of any assignee or guarantor under Paragraph 4(9)(ii) below,
(x) a short-term unsecured and unsubordinated debt rating of “P-1” (not on watch for downgrade), and a long-term unsecured and unsubordinated debt of ”A1” (not on watch for downgrade) (or, if it has no short-term unsecured and unsubordinated debt rating, a long term rating of “Aa3” (not on watch for downgrade) by Moody’s, and
(y) a short-term unsecured and unsubordinated debt rating of “A-1” by S&P or a long-term unsecured and unsubordinated debt rating of “A+” by S&P.
(C) A “Collateralization Event” shall occur with respect to BNY (or any applicable credit support provider) if:
(x) its short-term unsecured and unsubordinated debt rating is reduced to “P-1” (and is on watch for downgrade) or below, and its long-term unsecured and unsubordinated debt is reduced to ”A1” (and is on watch for downgrade) or below (or, if it has no short-term unsecured and unsubordinated debt rating, its long term rating is reduced to “Aa3” (and is on watch for downgrade) or below) by Moody’s, or
(y) its short-term unsecured and unsubordinated debt rating is reduced below “A-1” or its long-term unsecured and unsubordinated debt rating of “A+” by S&P.
(D) A “Ratings Event” shall occur with respect to BNY (or any applicable credit support provider) if:
(x) its short-term unsecured and unsubordinated debt rating is withdrawn or reduced to “P-2” or below by Moody’s and its long-term unsecured and unsubordinated debt is reduced to “A3” or below (or, if it has no short-term unsecured and unsubordinated debt rating, its long term rating is reduced to “A2” or below) by Moody’s, or
(y) its long-term unsecured and unsubordinated debt rating is withdrawn or reduced below “BBB-” by S&P.
For the avoidance of doubt, a downgrade of the rating on the Certificates and Notes could occur in the event that BNY does not post sufficient collateral.
(ii) Actions to be Taken Upon Occurrence of Event. Subject, in each case set forth in (A) and (B) below, to satisfaction of the Rating Agency Condition:
(A) Collateralization Event. If a Collateralization Event occurs with respect to BNY (or any applicable credit support provider), then BNY shall, at its own expense, within thirty (30) days of such Collateralization Ratings Event:
(1) post collateral under agreements and other instruments approved by the Counterparty, such approval not to be unreasonably withheld, which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes,
(2) assign the Transaction to a third party, the ratings of the debt of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, on terms substantially similar to this Confirmation, which party is approved by the Counterparty, such approval not to be unreasonably withheld,
(3) obtain a guaranty of, or a contingent agreement of, another person, the ratings of the debt of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, to honor BNY’s obligations under this Agreement, provided that such other person is approved by the Counterparty, such approval not to be unreasonably withheld, or
(4) establish any other arrangement approved by the Counterparty, such approval not to be unreasonably withheld, which will be sufficient to restore the immediately prior ratings of their Certificates and any Notes.
(B) Ratings Event. If a Ratings Event occurs with respect to BNY (or any applicable credit support provider), then BNY shall, at its own expense, within ten (10) Business Days of such Ratings Event:
(1) assign the Transaction to a third party, the ratings of the debt of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, on terms substantially similar to this Confirmation, which party is approved by the Counterparty, such approval not to be unreasonably withheld,
(2) obtain a guaranty of, or a contingent agreement of, another person, the ratings of the debt of which (or of the guarantor of which) meet or exceed the Qualifying Ratings, to honor BNY’s obligations under this Agreement, provided that such other person is approved by the Counterparty, such approval not to be unreasonably withheld, or
(3) establish any other arrangement approved by the Counterparty, such approval not to be unreasonably withheld, which will be sufficient to restore the immediately prior ratings of the Certificates and any Notes.
| 10) | Additional Provisions. Notwithstanding the terms of Sections 5 and 6 of the ISDA Form Master Agreement, if Counterparty has satisfied its payment obligations under Section 2(a)(i) of the ISDA Form Master Agreement, then unless BNY is required pursuant to appropriate proceedings to return to Counterparty or otherwise returns to Counterparty upon demand of Counterparty any portion of such payment, (a) the occurrence of an event described in Section 5(a) of the ISDA Form Master Agreement with respect to Counterparty shall not constitute an Event of Default or Potential Event of Default with respect to Counterparty as the Defaulting Party and (b) BNY shall be entitled to designate an Early Termination Date pursuant to Section 6 of the ISDA Form Master Agreement only as a result of a Termination Event set forth in either Section 5(b)(i) or Section 5(b)(ii) of the ISDA Form Master Agreement with respect to BNY as the Affected Party or Section 5(b)(iii) of the ISDA Form Master Agreement with respect to BNY as the Burdened Party. For purposes of the Transaction to which this Agreement relates, Counterparty’s only obligation under Section 2(a)(i) of the ISDA Form Master Agreement is to pay the Fixed Amount on the Fixed Rate Payer Payment Date. |
| 11) | Compliance with Regulation AB. For purposes of Item 1115 of Subpart 229.1100 - Asset Backed Securities (Regulation AB) (17 C.F.R. ss.ss.229.1100 - 229.1123) (“Regulation AB”) under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as amended and interpreted by the Securities and Exchange Commission and its staff, if the Depositor or Sponsor makes a determination, acting reasonably and in good faith, that (x) the applicable “significance percentage” with respect to this Agreement has been reached, and (y) the Depositor or Sponsor has a reporting obligation under the Exchange Act, then BNY shall, within five (5) Business Days after notice to that effect, at its sole expense, take one of the following actions (each subject to satisfaction of the applicable requirements of the Rating Agencies): (1) provide to the Depositor and Sponsor (including, if permitted by Regulation AB, provision by reference to reports filed pursuant to the Exchange Act or otherwise publicly available information) in an EDGAR-compatible format (for example, such information may be provided in Microsoft Word® or Microsoft Excel® format but not in .pdf format): (i) (A) the financial data required by Item 301 of Regulation S-K (17 C.F.R. §229.301), pursuant to Item 1115(b)(1); (B) financial statements meeting the requirements of Regulation S-X (17 C.F.R. §§210.1-01 through 210.12-29, but excluding 17 C.F.R. ss. 210.3-05 and Article 11 of Regulation S-X (17 C.F.R. ss. ss. 210.11-01 through 210.11-03)), pursuant to Item 1115(b)(2); or (C) such other financial information as may at the time be required or permitted to be provided in satisfaction of the requirements of Item 1115(b), together with accountants consents and/or a procedure letter relating thereto, and (ii) any updates to the foregoing with respect to BNY or any entity that consolidates BNY within five days of the release of any such updated information (but in no event more than 45 days after the end of each of BNY’s fiscal quarter for any quarterly update, and in no event more than 90 days after the end of each of BNY’s fiscal year for any annual update); or (2) secure another entity which complies with the requirements of Item 1115(b) of Regulation AB and with (1) above, to replace BNY as party to this Agreement on substantially similar terms to this Agreement, which entity (or guarantor therefor) meets or exceeds the Qualifying Ratings and which satisfies the Rating Agency Condition. |
The Depositor shall be an express third party beneficiary of, and assumes the obligations set forth in, this Paragraph 4(11) as if a party hereto to the extent of the Depositor’s rights and obligations explicitly specified herein.
| 12) | BNY Payments to be made to Trustee. BNY will, unless otherwise directed by the Trustee, make all payments hereunder to the Trustee. Payment made to the Trustee at the account specified herein or to another account specified in writing by the Trustee shall satisfy the payment obligations of BNY hereunder to the extent of such payment. |
5. Account Details and Settlement Information:
Payments to BNY:
The Bank of New York
Derivative Products Support Department
32 Old Slip, 16th Floor
New York, New York 10286
Attention: Renee Etheart
ABA #021000018
Account #890-0068-175
Reference: Interest Rate Cap
Payments to Counterparty:
ABA: 021001033
ABA Name: Deutsche Bank Trust Company - Americas Bene Acct: 014-19-663
Bene Acct Name: NYLTD Funds Control - Stars West
Attn: Radha Nilakantan/GC06F3
6. Counterparts. This Agreement 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.
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this agreement and returning it via facsimile to Derivative Products Support Dept., Attn: Kenny Au-Yeung at 212-804-5818/5837. Once we receive this we will send you two original confirmations for execution.
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,
THE BANK OF NEW YORK
By: _______________________________
Name:
Title:
The Counterparty, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as of the Trade Date.
DEUTSCHE BANK NATIONAL TRUST COMPANY, NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS TRUSTEE WITH RESPECT TO THE FREMONT HOME LOAN TRUST 2006-3
By: _______________________________
Name:
Title:
Solely for purposes of paragraph 4(11):
DEPOSITOR
By: _______________________________
Name:
Title:
SCHEDULE I
All dates subject to adjustment in accordance with the Following Business Day
Convention.
Accrual Start Date | Accrual End State | Notional Amount (in USD) | Cap Rate (%) |
10/25/06 | 11/25/06 | 1,590,009,969.00 | 8.061730 |
11/25/06 | 12/25/06 | 1,576,698,484.00 | 7.801640 |
12/25/06 | 01/25/07 | 1,559,982,755.00 | 7.801610 |
01/25/07 | 02/25/07 | 1,539,875,709.00 | 8.637470 |
02/25/07 | 03/25/07 | 1,516,411,433.00 | 7.801560 |
03/25/07 | 04/25/07 | 1,489,645,738.00 | 8.061600 |
04/25/07 | 05/25/07 | 1,459,656,544.00 | 7.801530 |
05/25/07 | 06/25/07 | 1,426,544,541.00 | 8.061570 |
EXHIBIT V
FORM OF SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated ________, 2006 (the “Instrument”), between Financial Asset Securities Corp. as seller (the “Depositor”), and Deutsche Bank National Trust Company as trustee of the Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3, as purchaser (the “Trustee”), and pursuant to the Pooling and Servicing Agreement, dated as of September 1, 2006 (the “Pooling and Servicing Agreement”), among the Depositor, Fremont Investment & Loan as servicer and the Trustee, the Depositor and the Trustee agree to the sale by the Depositor and the purchase by the Trustee in trust, on behalf of the Trust, of the Mortgage Loans listed on the attached Schedule of Mortgage Loans (the “Subsequent Mortgage Loans”).
Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Pooling and Servicing Agreement.
Section 1. Conveyance of Subsequent Mortgage Loans.
(a) The Depositor does hereby sell, transfer, assign, set over and convey to the Trustee in trust, on behalf of the Trust, without recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans, and including all amounts due on the Subsequent Mortgage Loans after the related Subsequent Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement; provided, however that the Depositor reserves and retains all right, title and interest in and to amounts due on the Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Depositor, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered to the Trustee each item set forth in Section 2.01 of the Pooling and Servicing Agreement. The transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is intended by the Depositor, the Servicer, the Trustee and the Certificateholders to constitute and to be treated as a sale by the Depositor to the Trust Fund.
(b) 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, in, to and under the Subsequent Mortgage Loan Purchase Agreement, dated the date hereof, between the Depositor as purchaser and the Servicer as seller, to the extent of the Subsequent Mortgage Loans.
(c) Additional terms of the sale are set forth on Attachment A hereto.
Section 2. Representations and Warranties; Conditions Precedent.
(a) The Depositor hereby confirms that each of the conditions and the representations and warranties set forth in Section 2.08 of the Pooling and Servicing Agreement are satisfied as of the date hereof.
(b) All terms and conditions of the Pooling and Servicing Agreement are hereby ratified and confirmed; provided, however, that in the event of any conflict, the provisions of this Instrument shall control over the conflicting provisions of the Pooling and Servicing Agreement.
Section 3. Recordation of Instrument.
To the extent permitted by applicable law, this Instrument, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all of the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Servicer at the Certificateholders’ expense on direction of the related Certificateholders, but only when accompanied by an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or is necessary for the administration or servicing of the Mortgage Loans.
Section 4. Governing Law.
This Instrument 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, without giving effect to principles of conflicts of law.
Section 5. Counterparts.
This Instrument may be executed in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same instrument.
Section 6. Successors and Assigns.
This Instrument shall inure to the benefit of and be binding upon the Depositor and the Trustee and their respective successors and assigns.
| FINANCIAL ASSET SECURITIES CORP. |
| By: Name: Title: |
| DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee for Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 |
| By: Name: Title: |
Attachments
A. Additional terms of sale.
B. | Schedule of Subsequent Mortgage Loans. |
EXHIBIT W
FORM OF ADDITION NOTICE
[Date]
Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, CA 92706
| Re: | Pooling and Servicing Agreement dated as of September 1, 2006 among Financial Asset Securities Corp., as depositor, Fremont Investment & Loan, as servicer and Deutsche Bank National Trust Company, as trustee |
Ladies and Gentlemen:
Pursuant to Section 2.08 of the referenced Pooling and Servicing Agreement, Financial Asset Securities Corp. has designated Subsequent Mortgage Loans to be sold to the Trust on __________, 2006, with an aggregate principal balance of $ . Capitalized terms not otherwise defined herein have the meaning set forth in the Pooling and Servicing Agreement.
Please acknowledge your receipt of this notice by countersigning the enclosed copy in the space indicated below and returning it to the attention of the undersigned.
Very truly yours,
FINANCIAL ASSET SECURITIES CORP.
By:
Name:
Title:
Acknowledged and Agreed:
DEUTSCHE BANK NATIONAL TRUST COMPANY as trustee
By:
Name:
Title:
EXHIBIT X
FORM OF CAP ALLOCATION AGREEMENT
This Cap Allocation Agreement, dated as of October 19, 2006 (this “Agreement”), among Deutsche Bank National Trust Company (“Deutsche Bank”), as cap trustee for the cap trust (in such capacity, the “Cap Trustee”) and as trustee under the Pooling and Servicing Agreement, as hereinafter defined (in such capacity, the “Trustee”) and Greenwich Capital Financial Products, Inc. (“GCFP”), as majority holder of the Class C Certificates, or its designee.
WHEREAS, Deutsche Bank, on behalf of a separate trust established hereunder which holds an Interest Rate Cap Agreement (the “Cap Agreement”), a copy of which is attached hereto as Exhibit A, between the Cap Trustee, on behalf of the Cap Trust and The Bank of New York (the “Cap Provider”) is a counterparty to the Cap Agreement; and
WHEREAS, it is desirable to irrevocably appoint the Cap Trustee, and the Cap Trustee desires to accept such appointment, to receive and distribute funds payable by the Cap Provider to the Cap Trustee, on behalf of the Cap Trust under the Cap Agreement as provided herein;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
1. Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement, dated as of September 1, 2006 (the “Pooling and Servicing Agreement”), among Financial Asset Securities Corp., as Depositor, Wells Fargo Bank, N.A., as servicer and the Trustee, relating to the Fremont Home Loan Trust 2006-3 (the “Trust”), Asset-Backed Certificates, Series 2006-3 (the “Certificates”), or in the related Indenture as the case may be, as in effect on the date hereof.
2. Cap Trust. There is hereby established a separate trust (the “Cap Trust”), into which the Cap Trustee shall deposit the Cap Agreement. The Cap Trust shall be maintained by the Cap Trustee. The sole assets of the Cap Trust shall be the Cap Agreement and the Cap Trust Account.
3. Cap Trustee.
(a) The Cap Trustee, on behalf of the Cap Trust, is hereby irrevocably appointed to receive all funds paid to the Cap Trustee by the Cap Provider, or its successors in interest under the Cap Agreement (including any Cap Termination Payment) and the Cap Trustee accepts such appointment and hereby agrees to receive such amounts, deposit such amounts into the Cap Trust Account and to distribute on each Distribution Date such amounts in the following order of priority:
(i) first, for deposit into the Cap Account (established under the Pooling and Servicing Agreement), an amount equal to the sum of the following amounts remaining outstanding after distribution of the Net Monthly Excess Cashflow and any Net Swap Payments received under the Interest Rate Swap Agreement with the Trust: (A) Unpaid Interest Shortfall Amounts, (B) Net WAC Rate Carryover Amounts; (C) an amount necessary to maintain or restore the Overcollateralization Target Amount; and (D) any Allocated Realized Loss Amounts;
(ii) second, to GCFP, as majority holder of the Class C Certificates, or its designee, any amounts remaining after payment of (i) above, provided, however, upon the issuance of notes by an issuer (the “NIM Trust”), secured by all or a portion of the Class C Certificates and the Class P Certificates (the “NIM Notes”), GCFP, as majority holder of the Class C Certificates, or its designee, hereby instructs the Cap Trustee to make any payments under this clause 3(a)(ii):
(A) to the Indenture Trustee for the NIM Trust, for deposit into the Note Account (each as defined in the related Indenture), for distribution in accordance with the terms of the Indenture until satisfaction and discharge of the Indenture; and
(B) after satisfaction and discharge of the Indenture, to the Holders of the Class C Certificates, pro rata based on the outstanding Notional Amount of each such Certificate.
(b) The Cap Trustee agrees to hold any amounts received from the Cap Provider in trust upon the terms and conditions and for the exclusive use and benefit of the Trustee and the Indenture Trustee, as applicable (in turn for the benefit of the Certificateholders, the Noteholders, GCFP and the NIMS Insurer, if any) as set forth herein. The rights, duties and liabilities of the Cap Trustee in respect of this Agreement shall be as follows:
(i) The Cap Trustee shall have the full power and authority to do all things not inconsistent with the provisions of this Agreement that may be deemed advisable in order to enforce the provisions hereof. The Cap Trustee shall not be answerable or accountable except for its own bad faith, willful misconduct or negligence. The Cap Trustee shall not be required to take any action to exercise or enforce any of its rights or powers hereunder which, in the opinion of the Cap Trustee, shall be likely to involve expense or liability to the Cap Trustee, unless the Cap Trustee shall have received an agreement satisfactory to it in its sole discretion to indemnify it against such liability and expense.
(ii) The Cap Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of any party hereto or the NIMS Insurer, if any, or otherwise as provided herein, relating to the time, method and place of conducting any proceeding for any remedy available to the Cap Trustee or exercising any right or power conferred upon the Cap Trustee under this Agreement.
(iii) The Cap Trustee may perform any duties hereunder either directly or by or through agents or attorneys of the Cap Trustee. The Cap Trustee shall not be liable for the acts or omissions of its agents or attorneys so long as the Cap Trustee chose such Persons with due care.
4. Cap Trust Account. The Cap Trustee shall segregate and hold all funds received from the Cap Provider (including any Cap Termination Payment) separate and apart from any of its own funds and general assets and shall establish and maintain in the name of the Cap Trustee one or more segregated accounts (the “Cap Trust Account”).
5. Replacement Cap Agreements.
The Cap Trustee shall, at the direction of the NIMS Insurer, if any, or, with the consent of the NIMS Insurer, if any, at the direction of GCFP, as majority holder of the Class C Certificates, or its designee, enforce all of its rights and exercise any remedies under the Cap Agreement. In the event the Cap Agreement is terminated as a result of the designation by either party thereto of an Early Termination Date (as defined therein), GCFP, as majority holder of the Class C Certificates, or its designee, shall find a replacement counterparty to enter into a replacement Cap agreement.
Any Cap Termination Payment received by the Cap Trustee, on behalf of the Cap Trust, from the Cap Provider shall be deposited into a separate, non-interest bearing account, established by the Cap Trustee and shall be used to make any upfront payment required under a replacement Cap agreement and any upfront payment received from the counterparty to a replacement Cap agreement shall be used to pay any Cap Termination Payment owed to the Cap Provider.
Notwithstanding anything contained herein, in the event that a replacement Cap agreement cannot be obtained within 30 days after receipt by the Cap Trustee of the Cap Termination Payment paid by the terminated Cap Provider, the Cap Trustee shall deposit such Cap Termination Payment into a separate, non-interest bearing account, established by the Cap Trustee and the Cap Trustee shall, on each Distribution Date, withdraw from such account, an amount equal to the Net Cap Payment, if any, that would have been paid to the Trust by the original Cap Provider (computed in accordance with Exhibit A) and distribute such amount in accordance with Section 2(a) of this Agreement. On the Distribution Date immediately after the termination date of the original Cap Agreement, the Cap Trustee shall withdraw any funds remaining in such account and distribute such amount in accordance with Section 2(a)(ii) of this Agreement.
6. Representations and Warranties of Deutsche Bank. Deutsche Bank represents and warrants as follows:
(a) Deutsche Bank is duly organized and validly existing as a national banking association under the laws of the United States and has all requisite power and authority to execute and deliver this Agreement, to perform its obligations as Cap Trustee hereunder.
(b) The execution, delivery and performance of this Agreement by Deutsche Bank as Trustee have been duly authorized in the Pooling and Servicing Agreement.
(c) This Agreement has been duly executed and delivered by Deutsche Bank as Cap Trustee and the Trustee and is enforceable against Deutsche Bank in such capacities in accordance with its terms, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law).
7. Replacement of Cap Trustee.
Any corporation, bank, trust company or association into which the Cap Trustee may be merged or converted or with which it may be consolidated, or any corporation, bank, trust company or association resulting from any merger, conversion or consolidation to which the Cap Trustee shall be a party, or any corporation, bank, trust company or association succeeding to all or substantially all the corporate trust business of the Cap Trustee, shall be the successor of the Cap Trustee hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, except to the extent that assumption of its duties and obligations, as such, is not effected by operation of law.
No resignation or removal of the Cap Trustee and no appointment of a successor Cap Trustee shall become effective until the appointment by GCFP, as majority holder of the Class C Certificates, or its designee, of a successor Cap Trustee acceptable to the NIMS Insurer, if any. Any successor Cap Trustee shall execute such documents or instruments necessary or appropriate to vest in and confirm to such successor Cap Trustee all such rights and powers conferred by this Agreement.
The Cap Trustee may resign at any time by giving written notice thereof to the other parties hereto with a copy to the NIMS Insurer, if any. If a successor cap trustee shall not have accepted the appointment hereunder within 30 days after the giving by the resigning Cap Trustee of such notice of resignation, the resigning Cap Trustee may petition any court of competent jurisdiction for the appointment of a successor Cap Trustee acceptable to the NIMS Insurer, if any.
In the event of a resignation or removal of the Cap Trustee, GCFP, or its designee, as majority holder of the Class C Certificates, shall promptly appoint a successor Cap Trustee acceptable to the NIMS Insurer, if any. If no such appointment has been made within 10 days of the resignation or removal, the NIMS Insurer, if any, may appoint a successor Cap Trustee.
8. Cap Trustee Obligations.
Whenever the Cap Trustee, on behalf of the Cap Trust, as a party to the Cap Agreement, has the option or is requested in such capacity, whether such request is by the Cap Provider, to take any action or to give any consent, approval or waiver that it is on behalf of the Cap Trust entitled to take or give in such capacity, including, without limitation, in connection with an amendment of such agreement or the occurrence of a default or termination event thereunder, the Cap Trustee shall promptly notify the parties hereto and the NIMS Insurer, if any, of such request in such detail as is available to it and, shall, on behalf of the parties hereto and the NIMS Insurer, if any, take such action in connection with the exercise and/or enforcement of any rights and/or remedies available to it in such capacity with respect to such request as GCFP, as majority holder of the Class C Certificates, or its designee, or the NIMS Insurer, if any, shall direct in writing; provided that if no such direction is received prior to the date that is established for taking such action or giving such consent, approval or waiver (notice of which date shall be given by the Cap Trustee to the parties hereto and the NIMS Insurer, if any), the Cap Trustee may abstain from taking such action or giving such consent, approval or waiver.
The Cap Trustee shall forward to the parties hereto and the NIMS Insurer, if any, on the Distribution Date following its receipt thereof copies of any and all notices, statements, reports and/or other material communications and information (collectively, the “Cap Reports”) that it receives in connection with the Cap Agreement or from the counterparty thereto.
9. Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
(b) Any action or proceeding against any of the parties hereto relating in any way to this Agreement may be brought and enforced in the courts of the State of New York sitting in the borough of Manhattan or of the United States District Court for the Southern District of New York and the Cap Trustee irrevocably submits to the jurisdiction of each such court in respect of any such action or proceeding. The Cap Trustee waives, to the fullest extent permitted by law, any right to remove any such action or proceeding by reason of improper venue or inconvenient forum.
(c) This Agreement may be amended, supplemented or modified in writing by the parties hereto, but only with the consent of GCFP and the NIMS Insurer, if any.
(d) This Agreement may not be assigned or transferred without the prior written consent of GCFP and the NIMS Insurer, if any; provided, however, the parties hereto acknowledge and agree to the assignment of the rights of GCFP, as majority holder of the Class C Certificates, or its designee, pursuant to the Sale Agreement, the Trust Agreement and the Indenture.
(e) This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile transmission), and all such counterparts taken together shall be deemed to constitute one and the same instrument.
(f) Any provision of this Agreement which is prohibited 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 shall not invalidate or render unenforceable such provision in any other jurisdiction.
(g) The representations and warranties made by the parties to this Agreement shall survive the execution and delivery of this Agreement. No act or omission on the part of any party hereto shall constitute a waiver of any such representation or warranty.
(h) The article and section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.
(i) The representations and warranties made by the parties to this Agreement shall survive the execution and delivery of this Agreement. No act or omission on the part of any party hereto shall constitute a waiver of any such representation or warranty.
10. Third-Party Beneficiary. Each of the Trustee, GCFP as majority holder of the Class C Certificates, or its designee and the Indenture Trustee, if any, shall be deemed a third-party beneficiary of this Agreement to the same extent as if it were a party hereto, and shall have the right to enforce the provisions of this Agreement. If any default occurs on the part of the Cap Provider under the Cap Agreement in the making of a payment due under the Cap Agreement or in any other obligation of the Cap Provider under the Cap Agreement, the Cap Trustee may and, upon the request of the Trustee, GCFP as majority holder of the Class C Certificates, or its designee or the Indenture Trustee, shall take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.
11. Cap Trustee and Trustee Rights. The Cap Trustee shall be entitled to the same rights, protections and indemnities afforded to the Trustee under the Pooling and Servicing Agreement, and the Indenture Trustee under the Indenture, in each case as if specifically set forth herein with respect to the Cap Trustee.
The Trustee shall be entitled to the same rights, protections and indemnities afforded to the Trustee under the Pooling and Servicing Agreement as if specifically set forth herein with respect to the Cap Trustee.
12. Limited Recourse. It is expressly understood and agreed by the parties hereto that this Agreement is executed and delivered by the Trustee, not in its individual capacity but solely as Trustee under the Pooling and Servicing Agreement. Notwithstanding any other provisions of this Agreement, the obligations of the Trustee under this Agreement are non-recourse to the Trustee, its assets and its property, and shall be payable solely from the assets of the Trust Fund, and following realization of such assets, any claims of any party hereto shall be extinguished and shall not thereafter be reinstated. No recourse shall be had against any principal, director, officer, employee, beneficiary, shareholder, partner, member, Trustee, agent or affiliate of the Trustee or any person owning, directly or indirectly, any legal or beneficial interest in the Trustee, or any successors or assigns of any of the foregoing (the “Exculpated Parties”) for the payment of any amount payable under this Agreement. The parties hereto shall not enforce the liability and obligations of the Trustee to perform and observe the obligations contained in this Agreement by any action or proceeding wherein a money judgment establishing any personal liability shall be sought against the Trustee, subject to the following sentence, or the Exculpated Parties. The agreements in this paragraph shall survive termination of this Agreement and the performance of all obligations hereunder.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day and year first above written.
| DEUTSCHE BANK NATIONAL TRUST COMPANY not in its individual capacity but solely as Cap Trustee under this Agreement |
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| DEUTSCHE BANK NATIONAL TRUST COMPANY not in its individual capacity but solely as Trustee under the Pooling and Servicing Agreement |
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| By: | |
| | Name: Title: |
| GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., as majority holder of the Class C Certificates |
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| By: | |
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EXHIBIT A
INTEREST RATE CAP AGREEMENT
EXHIBIT Y
FORM OF CERTIFICATION TO BE PROVIDED BY THE CREDIT RISK MANAGER
FORM OF CERTIFICATION
Re: Fremont Home Loan Trust 2006-3 Asset-Backed Certificates Series 2006-3 issued pursuant to the Pooling and Servicing Agreement dated as of September 1, 2006, among Financial Asset Securities Corp., as depositor (the “Depositor”), Wells Fargo Bank, N.A., as servicer (effective January 1, 2007 and February 1, 2007) (the “Servicer”), and Deutsche Bank National Trust Company, as trustee (the “Trustee”).
CLAYTON FIXED INCOME SERVICES INC. (the “Credit Risk Manager”) certifies to the Depositor, Greenwich Capital Financial Products, Inc. (the “Sponsor”), the Servicer and [10-K Signatory Entity] its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:
1. Based on the knowledge of the Credit Risk Manager, taken as a whole, the information in the reports provided during the calendar year immediately preceding the date of this certificate (the “Relevant Year”) by the Credit Risk Manager pursuant to the Master Consulting Agreement dated as of April 18, 2005 (the “Master Consulting Agreement”), by and between the Credit Risk Manager and Greenwich Capital Markets, Inc. and pursuant to Transaction Addendum Fremont 2006-3 (the “Transaction Addendum Fremont 2006-3”), does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date that each of such reports was provided; and
2. The Credit Risk Manager has fulfilled its obligations under the Master Consulting Agreement and Transaction Addendum Fremont 2006-3 throughout the Relevant Year.
CLAYTON FIXED INCOME SERVICES INC.
By:
Name:
Title:
SCHEDULE I
PREPAYMENT CHARGE SCHEDULE
Available Upon Request
SCHEDULE II
SWAP PAYMENT SCHEDULE
Available Upon Request
SCHEDULE III
SCHEDULE OF MORTGAGE LOANS AND SERVICING TRANSFER DATES
Available Upon Request