STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., DEPOSITOR U.S. BANK NATIONAL ASSOCIATION, TRUSTEE and EMC MORTGAGE CORPORATION SELLER AND MASTER SERVICER POOLING AND SERVICING AGREEMENT Dated as of March 1, 2007 Structured Asset Mortgage Investments II...
STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC.,
DEPOSITOR
U.S.
BANK
NATIONAL ASSOCIATION,
TRUSTEE
and
EMC
MORTGAGE CORPORATION
SELLER
AND MASTER SERVICER
Dated
as
of March 1, 2007
Structured
Asset Mortgage Investments II Inc.
Prime
Mortgage Trust, Certificates
Series
2007-1
TABLE
OF
CONTENTS
ARTICLE
I Definitions
|
|
Section
1.01
|
Definitions.
|
Section
1.02
|
Calculation
of LIBOR.
|
ARTICLE
II Conveyance of Mortgage Loans; Original Issuance of
Certificates
|
|
Section
2.01
|
Conveyance
of Mortgage Loans to Trustee.
|
Section
2.02
|
Acceptance
of Mortgage Loans and Underlying Certificates by
Trustee.
|
Section
2.03
|
Assignment
of Interest in the Mortgage Loan Purchase Agreement.
|
Section
2.04
|
Substitution
of Mortgage Loans.
|
Section
2.05
|
Issuance
of Certificates.
|
Section
2.06
|
Representations
and Warranties Concerning the Depositor.
|
Section
2.07
|
Representations
and Warranties of EMC.
|
Section
2.08
|
Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases.
|
ARTICLE
III Administration of the Trust Fund and Servicing of Mortgage
Loans
|
|
Section
3.01
|
Master
Servicer.
|
Section
3.02
|
REMIC-Related
Covenants.
|
Section
3.03
|
Monitoring
of Servicers.
|
Section
3.04
|
Fidelity
Bond.
|
Section
3.05
|
Power
to Act; Procedures.
|
Section
3.06
|
Due-on-Sale
Clauses; Assumption Agreements.
|
Section
3.07
|
Release
of Mortgage Files.
|
Section
3.08
|
Documents,
Records and Funds in Possession of Master Servicer to Be Held for
Trustee.
|
Section
3.09
|
Standard
Hazard Insurance and Flood Insurance Policies.
|
Section
3.10
|
Presentment
of Claims and Collection of Proceeds.
|
Section
3.11
|
Maintenance
of the Primary Mortgage Insurance Policies.
|
Section
3.12
|
Trustee
to Retain Possession of Certain Insurance Policies and
Documents.
|
Section
3.13
|
Realization
Upon Defaulted Mortgage Loans.
|
Section
3.14
|
Compensation
for the Master Servicer.
|
Section
3.15
|
REO
Property.
|
Section
3.16
|
Annual
Statement as to Compliance.
|
Section
3.17
|
Assessments
of Compliance and Attestation Reports.
|
Section
3.18
|
Reports
Filed with Securities and Exchange Commission.
|
Section
3.19
|
Intention
of the Parties and Interpretation.
|
Section
3.20
|
UCC.
|
Section
3.21
|
Optional
Purchase of Defaulted Mortgage Loans.
|
ARTICLE
IV Accounts
|
|
Section
4.01
|
Protected
Accounts.
|
Section
4.02
|
Master
Servicer Collection Account.
|
Section
4.03
|
Permitted
Withdrawals and Transfers from the Master Servicer Collection
Account.
|
Section
4.04
|
Distribution
Account.
|
Section
4.05
|
Permitted
Withdrawals and Transfers from the Distribution
Account.
|
ARTICLE
V Certificates
|
|
Section
5.01
|
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
|
Transfer
Restrictions on Residual Certificates.
|
Section
5.06
|
Restrictions
on Transferability of Non-Offered Certificates.
|
Section
5.07
|
ERISA
Restrictions.
|
Section
5.08
|
Rule
144A Information.
|
ARTICLE
VI Payments to Certificateholders
|
|
Section
6.01
|
Distributions
on the Certificates.
|
Section
6.02
|
[Reserved.]
|
Section
6.03
|
Allocation
of Losses.
|
Section
6.04
|
Payments.
|
Section
6.05
|
Statements
to Certificateholders.
|
Section
6.06
|
Monthly
Advances.
|
Section
6.07
|
Compensating
Interest Payments.
|
ARTICLE
VII The Master Servicer
|
|
Section
7.01
|
Liabilities
of the Master Servicer.
|
Section
7.02
|
Merger
or Consolidation of the Master Servicer.
|
Section
7.03
|
Indemnification
of the Trustee and the Master Servicer
|
Section
7.04
|
Limitations
on Liability of the Master Servicer and Others.
|
Section
7.05
|
Master
Servicer Not to Resign.
|
Section
7.06
|
Successor
Master Servicer.
|
Section
7.07
|
Sale
and Assignment of Master Servicing.
|
ARTICLE
VIII Default
|
|
Section
8.01
|
Events
of Default.
|
Section
8.02
|
Trustee
to Act; Appointment of Successor.
|
Section
8.03
|
Notification
to Certificateholders.
|
Section
8.04
|
Waiver
of Defaults.
|
Section
8.05
|
List
of Certificateholders.
|
ARTICLE
IX Concerning the Trustee
|
|
Section
9.01
|
Duties
of Trustee.
|
Section
9.02
|
Certain
Matters Affecting the Trustee.
|
Section
9.03
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
Section
9.04
|
Trustee
May Own Certificates.
|
Section
9.05
|
Trustee’s
Fees and Expenses.
|
Section
9.06
|
Eligibility
Requirements for Trustee.
|
Section
9.07
|
Insurance.
|
Section
9.08
|
Resignation
and Removal of the Trustee.
|
Section
9.09
|
Successor
Trustee.
|
Section
9.10
|
Merger
or Consolidation of Trustee.
|
Section
9.11
|
Appointment
of Co-Trustee or Separate Trustee.
|
Section
9.12
|
Federal
Information Returns and Reports to Certificateholders; REMIC
Administration.
|
ARTICLE
X Termination
|
|
Section
10.01
|
Termination
Upon Repurchase by the Depositor or its Designee or Liquidation
of the
Mortgage Loans.
|
Section
10.02
|
[Reserved].
|
Section
10.03
|
Additional
Termination Requirements with respect to the
Certificates.
|
ARTICLE
XI Miscellaneous Provisions
|
|
Section
11.01
|
Intent
of Parties.
|
Section
11.02
|
Amendment.
|
Section
11.03
|
Recordation
of Agreement.
|
Section
11.04
|
Limitation
on Rights of Certificateholders.
|
Section
11.05
|
Acts
of Certificateholders.
|
Section
11.06
|
Governing
Law.
|
Section
11.07
|
Notices.
|
Section
11.08
|
Severability
of Provisions.
|
Section
11.09
|
Successors
and Assigns.
|
Section
11.10
|
Article
and Section Headings.
|
Section
11.11
|
Counterparts.
|
Section
11.12
|
Notice
to Rating Agencies.
|
EXHIBITS
Exhibit
A-1
|
-
|
Form
of Class A Certificates
|
Exhibit
A-2
|
-
|
Form
of Class B Certificates
|
Exhibit
A-3
|
-
|
Form
of Class PO Certificates
|
Exhibit
A-4
|
-
|
Form
of Class R Certificates
|
Exhibit
A-5
|
-
|
Form
of Class X Certificates
|
Exhibit
B
|
-
|
Mortgage
Loan Schedule
|
Exhibit
C
|
-
|
Reserved
|
Exhibit
D
|
-
|
Request
for Release of Documents
|
Exhibit
E
|
-
|
Form
of Affidavit pursuant to Section 860E(e)(4)
|
Exhibit
F-1
|
-
|
Form
of Investment Letter
|
Exhibit
F-2
|
-
|
Form
of Rule 144A and Related Matters Certificate
|
Exhibit
F-3
|
-
|
Form
of Rule 144A Global Certificate to Regulation S Global
Certificate
|
Exhibit
F-4
|
-
|
Form
of Regulation S Global Certificate to Rule 144A Global
Certificate
|
Exhibit
G
|
-
|
Form
of Custodial Agreement
|
Exhibit
H
|
-
|
Form
of Mortgage Loan Purchase Agreement
|
Exhibit
I-1
|
-
|
Chevy
Chase Servicing Agreement
|
Exhibit
I-2
|
-
|
EMC
Servicing Agreement
|
Exhibit
I-3
|
Mid
America Servicing Agreement
|
|
Exhibit
I-4
|
NCMC
Servicing Agreement
|
|
Exhibit
I-5
|
-
|
Xxxxx
Fargo Servicing Agreement
|
Exhibit
J-1
|
-
|
Chevy
Chase Assignment Agreement
|
Exhibit
J-2
|
-
|
EMC
Assignment Agreement
|
Exhibit
J-3
|
Mid
America Assignment Agreement
|
|
Exhibit
J-4
|
NCMC
Assignment Agreement
|
|
Exhibit
J-5
|
-
|
Xxxxx
Fargo Assignment Agreement
|
Exhibit
K
|
-
|
Form
of Back-Up Certification
|
Exhibit
L
|
-
|
Servicing
Criteria to Be Addressed in Assessment of Compliance
|
Exhibit
M
|
-
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
Exhibit
N
|
-
|
Additional
Disclosure Notification
|
Exhibit
O
|
-
|
Aggregate
Planned Principal Schedules
|
Exhibit
P
|
-
|
Form
of Trustee Limited Power of Attorney
|
Exhibit
Q
|
-
|
Form
of Certification to be provided by the Trustee to the
Depositor
|
Exhibit
R
|
-
|
Form
of the Master Servicer’s Data Layout
Report
|
Pooling
and Servicing Agreement dated as of March 1, 2007, among Structured Asset
Mortgage Investments II Inc., a Delaware corporation, as depositor (the
“Depositor”), U.S. Bank National Association, as trustee (the “Trustee”), and
EMC Mortgage Corporation, as seller (in such capacity, the “Seller”) and as
master servicer (in such capacity, the “Master Servicer”).
PRELIMINARY
STATEMENT
On
or
prior to the Closing Date, the Depositor acquired the Mortgage Loans from the
Seller. On the Closing Date, the Depositor will sell the Mortgage Loans and
certain other property to the Trust Fund and receive in consideration therefor
the Certificates, together evidencing the entire beneficial ownership interest
in the Trust Fund.
The
Trustee on behalf of the Trust shall make an election for the assets
constituting REMIC I to be treated for federal income tax purposes as a REMIC.
On the Startup Day, the REMIC I Regular Interests will be designated the
“regular interests” in such REMIC, and the Class R-1 Certificates will be
designated the sole class of “residual interests” in such REMIC.
The
Trustee on behalf of the Trust shall make an election for the assets
constituting REMIC II to be treated for federal income tax purposes as a REMIC.
On the Startup Day, the REMIC II Regular Interests will be designated the
“regular interests” in such REMIC, and the Class R-2 Certificates will be
designated the sole class of “residual interests” in such REMIC.
The
Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off
Date, after deducting all Scheduled Principal due on or before the Cut-off
Date,
of $679,112,102.82. The initial principal amount of the Certificates will not
exceed such Outstanding Principal Balance.
In
consideration of the mutual agreements herein contained, the Depositor, the
Master Servicer, the Seller and the Trustee agree as follows:
ARTICLE
I
Definitions
Section
1.01 Definitions.
Whenever
used in this Agreement, the following words and phrases, unless otherwise
expressly provided or unless the context otherwise requires, shall have the
meanings specified in this Article.
Accepted
Master Servicing Practices:
With
respect to any Mortgage Loan, as applicable, either (x) those customary mortgage
servicing practices of prudent mortgage servicing institutions that master
service mortgage loans of the same type and quality as such Mortgage Loan in
the
jurisdiction where the related Mortgaged Property is located, to the extent
applicable to the Trustee or the Master Servicer (except in its capacity as
successor to a Servicer), or (y) as provided in the applicable Servicing
Agreement, to the extent applicable to any Servicer, but in no event below
the
standard set forth in clause (x).
Account:
The
Master Servicer Collection Account, the Distribution Account and the Protected
Accounts as the context may require.
Accrued
Certificate Interest:
For any
Certificate (other than the Class PO Certificates) for any Distribution Date,
the interest accrued during the related Interest Accrual Period at the
applicable Pass-Through Rate on the Current Principal Amount, or Notional Amount
in the case of any Interest Only Certificate, of such Certificate immediately
prior to such Distribution Date, less (i) in the case of a Senior Certificate
(other than the Class PO Certificates or Class X Certificates), such
Certificate’s share of any Net Interest Shortfall from the Mortgage Loans and,
after the Cross-Over Date, the interest portion of any Realized Losses on the
Mortgage Loans allocated thereto in accordance with Section 6.03(e) and (ii)
in
the case of a Subordinate Certificate, such Certificate’s share of any Net
Interest Shortfall from the Mortgage Loans and the interest portion of any
Realized Losses on the Mortgage Loans allocated thereto in accordance with
Section 6.03(e). All calculations of interest on the Certificates will be made
on the basis of a 360-day year consisting of twelve 30-day months.
Additional
Disclosure:
As
defined in Section 3.18.
Additional
Form 10-D Disclosure:
As
defined in Section 3.18.
Additional
Form 10-K Disclosure:
As
defined in Section 3.18.
Affiliate:
As to
any Person, any other Person controlling, controlled by or under common control
with such Person. “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. “Controlled” and “Controlling” have
meanings correlative to the foregoing. The Trustee may conclusively presume
that
a Person is not an Affiliate of another Person unless a Responsible Officer
of
the Trustee has actual knowledge to the contrary.
Agreement:
This
Pooling and Servicing Agreement and all amendments hereof and supplements
hereto.
Annual
Statement of Compliance:
As
defined in Section 3.16.
Allocable
Share:
With
respect to any Class of Subordinate Certificates on any Distribution Date will
generally equal such Class’s pro rata share (based on the Current Principal
Amount of each Class entitled thereto) of the sum of each of the components
of
the definition of Subordinate Optimal Principal Amount; provided, that except
as
described in the succeeding sentence, no Class of Subordinate Certificates
(other than the Class of Subordinate Certificates outstanding with the lowest
numerical designation) shall be entitled on any Distribution Date to receive
distributions pursuant to clauses (2), (3) and (5) of the definition of
Subordinate Optimal Principal Amount unless the Class Prepayment Distribution
Trigger for the related Class is satisfied for such Distribution Date. If on
any
Distribution Date the Current Principal Amount of any Class of Subordinate
Certificates for which the Class Prepayment Distribution Trigger was satisfied
on such Distribution Date is reduced to zero, any amounts distributable to
such
Class pursuant to clauses (2), (3) and (5) of the definition of Subordinate
Optimal Principal Amount, to the extent of such Class’s remaining Allocable
Share, shall be distributed to the remaining Classes of Subordinate Certificates
in reduction of their respective Current Principal Amounts, sequentially, in
the
order of their numerical Class designations.
Applicable
Credit Rating:
For any
long-term deposit or security, a credit rating of AAA in the case of each of
S&P and Fitch or Aaa in the case of Xxxxx’x. For any short-term deposit or
security, a rating of A-l+ in the case of S&P, F-1+ in the case of Fitch or
P-1 in the case of Xxxxx’x.
Applicable
State Law:
For
purposes of Section 9.12(d), the Applicable State Law shall be (a) the law
of
the State of New York and (b) such other state law whose applicability shall
have been brought to the attention of the Trustee by either (i) an Opinion
of
Counsel reasonably acceptable to the Trustee delivered to it by the Master
Servicer or the Depositor, or (ii) written notice from the appropriate taxing
authority as to the applicability of such state law.
Appraised
Value:
For any
Mortgaged Property related to a Mortgage Loan, the amount set forth as the
appraised value of such Mortgaged Property in an appraisal made for the mortgage
originator in connection with its origination of the related Mortgage
Loan.
Assessment
of Compliance:
As
defined in Section 3.17.
Assignment
Agreements:
The
agreements attached hereto as Exhibit J, whereby the Servicing Agreements were
assigned to the Trustee for the benefit of the Holders of the
Certificateholders.
Assumed
Final Distribution Date:
With
respect to the Certificates, the Distribution Date occurring in March
2037.
Attesting
Party:
As
defined in Section 3.17.
Attestation
Report:
As
defined in Section 3.17.
Available
Funds:
For any
Distribution Date, an amount which generally includes, (1) all previously
undistributed payments on account of principal (including the principal portion
of Monthly Payments, Principal Prepayments and the principal amount of Net
Liquidation Proceeds) with regard to the Mortgage Loans and all previously
undistributed payments on account of interest received after the Cut-Off Date
and on or prior to the related Determination Date, (2) any Monthly Advances
made
by the Master Servicer or a Servicer for such Distribution Date, (3) any
Compensating Interest made by a Servicer for such Distribution Date in respect
of the Mortgage Loans and (4) any amounts reimbursed by the Master Servicer
or
the Trustee in connection with losses on certain eligible investments, net
of
all fees payable to, and amounts reimbursable to, the Servicers, the Master
Servicer, the Trustee and the Custodian as provided in this Agreement and the
Custodial Agreement and investment earnings on amounts on deposit in the Master
Servicer Collection Account and the Distribution Account.
Average
Loss Severity Percentage:
With
respect to any Distribution Date, the percentage equivalent of a fraction,
the
numerator of which is the sum of the Loss Severity Percentages for each Mortgage
Loan which had a Realized Loss and the denominator of which is the number of
Mortgage Loans which had Realized Losses.
Bankruptcy
Code:
The
United States Bankruptcy Code, as amended as codified in 11 U.S.C. §§
101-1330.
Bankruptcy
Loss:
With
respect to any Mortgage Loan, any Deficient Valuation or Debt Service Reduction
related to such Mortgage Loan as reported by the applicable Servicer to the
Master Servicer.
Book-Entry
Certificates:
Initially, all Classes of the Senior Certificates (other than the Residual
Certificates) and the Offered Subordinate Certificates.
Business
Day:
Any day
other than (i) a Saturday or a Sunday, or (ii) a day on which the New York
Stock
Exchange or Federal Reserve is closed or on which banking institutions in the
jurisdiction in which the Trustee, the Master Servicer or any Servicer is
located are authorized or obligated by law or executive order to be
closed.
Certificate:
Any one
of the Certificates executed and countersigned by the Trustee substantially
in
the form of Exhibits A-1 through A-5 attached hereto.
Certificates
Distribution Report:
The
report prepared by the Trustee with respect to the Certificates and the Mortgage
Loans pursuant to Section 6.05(a).
Certificateholder:
A
Holder of a Certificate.
Certificate
Owner:
Any
Person who is the beneficial owner of a Certificate registered in the name
of
the Depository or its nominee.
Certificate
Register:
The
register maintained pursuant to Section 5.02.
Chevy
Chase:
Chevy
Chase Bank, F.S.B., or its successor in interest.
Chevy
Chase Servicing Agreement:
The
Purchase,
Warranties and Servicing Agreement, dated as of July 1, 2001, between the Seller
and Chevy Chase, as amended by Amendment No. 1, dated as of January 13, 2003
and
by Amendment No. 2, dated as of January 31, 2006, attached hereto as Exhibit
I-1, and as modified by the related Assignment Agreement.
Class:
With
respect to the Certificates, X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-0, X-0,
X-0, X-0, X-0, X, PO, R-1 and R-2.
Class
A Certificates:
Any of
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6 and Class
A-7 Certificates.
Class
B Certificates:
Any of
the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates.
Class
PO Certificates:
Any
Certificate designated as a “Class PO Certificate” on its
face.
Class
PO Certificate Cash Shortfall:
For any
Distribution Date and the Class PO Certificates, the difference between (i)
principal distributable to the Class PO Certificates in accordance with priority
fourth
of
clause (i) under subsection 6.01(a), and (ii) principal actually distributed
to
the Class PO Certificates after giving effect to clause (iii) under subsection
6.01(a).
Class
PO Certificate Deferred Amount:
As to
each Distribution Date through the Cross-Over Date, the aggregate of all amounts
allocable on such dates to the Class PO Certificates in respect of the principal
portion of Realized Losses in respect of Discount Mortgage Loans and the Class
PO Certificate Cash Shortfall and all amounts previously allocated in respect
of
such losses and such shortfalls to the Class PO Certificates, and not
distributed on prior Distribution Dates.
Class
PO Certificate Principal Distribution Amount:
For
each of the Class PO Certificates with respect to each Distribution Date, an
amount equal to the sum of:
(i) the
PO
Percentage of all scheduled payments of principal due on each Discount Mortgage
Loan on the related Due Date as specified in the amortization schedule at the
time applicable thereto (after adjustment for previous principal prepayments
but
before any adjustment to such amortization schedule by reason of any bankruptcy
or similar proceeding or any moratorium or similar waiver or grace
period);
(ii) the
PO
Percentage of the Scheduled Principal Balance of each Discount Mortgage Loan
which was the subject of a prepayment in full received by the related Servicer
during the applicable Prepayment Period;
(iii) the
PO
Percentage of all partial prepayments of principal of each Discount Mortgage
Loan received during the applicable Prepayment Period;
(iv) the
lesser of (a) the PO Percentage of the sum of (A) all Net Liquidation Proceeds
and Subsequent Recoveries allocable to principal on each Discount Mortgage
Loan
which became a Liquidated Mortgage Loan during the calendar month immediately
preceding such Distribution Date (other than a Discount Mortgage Loan described
in clause (B)) and (B) the Scheduled Principal Balance of each such Discount
Mortgage Loan purchased by an insurer from the Trustee during the related
Prepayment Period pursuant to the related Primary Mortgage Insurance Policy,
if
any, or otherwise; and (b) the PO Percentage of the sum of (A) the Scheduled
Principal Balance of each Discount Mortgage Loan which became a Liquidated
Mortgage Loan during the calendar month immediately preceding such Distribution
Date (other than a Discount Mortgage Loan described in clause (B)) and (B)
the
Scheduled Principal Balance of each such Discount Mortgage Loan that was
purchased by an insurer from the Trustee during the related Prepayment Period
pursuant to the related Primary Mortgage Insurance Policy, if any, or otherwise;
and
(v) the
PO
Percentage of the sum of (a) the Scheduled Principal Balance of each Discount
Mortgage Loan which was repurchased by the Seller in connection with such
Distribution Date and (b) the difference, if any, between the Scheduled
Principal Balance of a Discount Mortgage Loan that has been replaced by the
Seller with a substitute Discount Mortgage Loan pursuant to the Agreement in
connection with such Distribution Date and the Scheduled Principal Balance
of
such substitute Discount Mortgage Loan.
Class
Prepayment Distribution Trigger:
For a
Class of Subordinate Certificates for any Distribution Date, the Class
Prepayment Distribution Trigger is satisfied if the fraction (expressed as
a
percentage), the numerator of which is the aggregate Current Principal Amount
of
such Class and each Class of Subordinate Certificates subordinate thereto,
if
any, and the denominator of which is the Scheduled Principal Balance of all
of
the Mortgage Loans as of the beginning of the related Due Period, equals or
exceeds such percentage calculated as of the Closing Date.
Class
R Certificates:
The
Class R-1 Certificates and Class R-2 Certificates.
Class
X Certificates:
Any
Certificate designated as a “Class X Certificate” on its face.
Clearing
Agency:
An
organization registered as a “clearing agency” pursuant to Section 17A of the
Securities and Exchange Act of 1934, as amended, which initially shall be DTC,
Clearstream, Luxembourg and Euroclear.
Clearstream,
Luxembourg:
Clearstream Banking, a société anonyme, a limited liability company organized
under the laws of Luxembourg.
Closing
Date:
March
30, 2007.
Code:
The
Internal Revenue Code of 1986, as amended.
Company:
EMC
Mortgage Corporation, in its capacity as servicer.
Compensating
Interest Payment:
As
defined in Section 6.07.
Corporate
Trust Office:
The
office of the Trustee at which at any particular time its corporate trust
business is administered, which office, at the date of the execution of this
Agreement, is located at US Bank Corporate Trust Services, Xxx Xxxxxxx Xxxxxx,
0xx
Xxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Corporate Trust Services/PRIME 2007-1,
or such other address as the Trustee may designate from time to time.
Corresponding
Interests:
With
respect to each REMIC I Regular Interest (other than REMIC I Regular Interests
X-0-0, X-0-0, X-0-0, X-0-0, X-0-0 and A-6-2, the Class with the same
designation, and with respect to (i) REMIC I Regular Interests A-4-1 and A-4-2,
the Class A-4 Certificates, (ii) REMIC I Regular Interests A-5-1 and A-5-2,
the
Class A-5 Certificates and (iii) REMIC I Regular Interests A-6-1 and A-6-2,
the
Class A-6 Certificates.
Credit
Support Depletion Date:
The
first Distribution Date on which the Senior Percentage equals 100%.
Cross-Over
Date:
The
Distribution Date on which the Current Principal Amounts of the Subordinate
Certificates are reduced to zero.
Current
Principal Amount:
With
respect to any Certificate (other than an Interest Only Certificate) as of
any
Distribution Date, the initial principal amount of such Certificate plus any
Subsequent Recoveries added to the Current Principal Amount of such Certificate
pursuant to Section 6.01(g), and reduced by (i) all amounts distributed on
previous Distribution Dates on such Certificate or Component with respect to
principal, (ii) the principal portion of all Realized Losses allocated prior
to
such Distribution Date to such Certificates, taking account of the Loss
Allocation Limitation and (iii) in the case of a Subordinate Certificate, such
Certificate’s pro rata share, if any, of the applicable Subordinate Certificate
Writedown Amount for previous Distribution Dates. With respect to any Class
of
Certificates (other than an Interest Only Certificate), the Current Principal
Amount thereof will equal the sum of the Current Principal Amounts of all
Certificates in such Class. Notwithstanding the foregoing, solely for purposes
of giving consents, directions, waivers, approvals, requests and notices, each
of the Residual Certificates after the Distribution Date on which they each
receive the distribution of the last dollar of their respective original
principal amount shall be deemed to have Current Principal Amounts equal to
their respective Current Principal Amounts on the day immediately preceding
such
Distribution Date.
Current
Report:
The
Current Report pursuant to Section 13 or 15(d) of the Exchange Act.
Custodial
Agreement:
An
agreement, dated as of the Closing Date among the Depositor, the Master
Servicer, the Trustee and the Custodian in substantially the form of Exhibit
G
hereto.
Custodian:
Xxxxx
Fargo Bank, National Association, or any successor custodian appointed pursuant
to the provisions hereof and of the Custodial Agreement.
Cut-off
Date:
March
1, 2007.
Cut-off
Date Balance:
An
amount equal to $679,112,102.82.
Debt
Service Reduction:
Any
reduction of the Scheduled Payments which a Mortgagor is obligated to pay with
respect to a Mortgage Loan as a result of any proceeding under the Bankruptcy
Code or any other similar state law or other proceeding.
Deficient
Valuation:
With
respect to any Mortgage Loan, a valuation of the Mortgaged Property by a court
of competent jurisdiction in an amount less than the then outstanding
indebtedness under the Mortgage Loan, which valuation results from a proceeding
initiated under the Bankruptcy Code or any other similar state law or other
proceeding.
Delinquent:
The
delinquency method used for calculations with respect to the Mortgage Loans
will
be in accordance with the methodology used by the Mortgage Bankers Association.
Under this method, a mortgage loan is considered "30 days or more Delinquent"
if
the borrower fails to make a scheduled payment prior to the mortgage loan’s
first succeeding due date. For example, if a securitization had a closing date
occurring in August and a cut-off date of August 1, a mortgage loan with a
payment due on July 1 that remained unpaid as of the close of business on July
31 would be described as 30 days delinquent as of the cut-off date. A mortgage
loan would be considered "60 days or more Delinquent" with respect to such
scheduled payment if such scheduled payment were not made prior to the close
of
business on the day prior to the mortgage loan’s second succeeding due date date
(or, in the preceding example, if the mortgage loan with a payment due on June
1
remained unpaid as of the close of business on July 31). Similarly for "90
days
or more Delinquent" and so on. Unless otherwise specified, with respect to
any
date of determination, determinations of delinquency are made as of the last
day
of the prior calendar month. Mortgage Loans with Due Dates which are not the
first of the month are treated as if the Due Date was the first of the following
month. This method of determining delinquencies is also referred to as the
MBA
method.
Depositor:
Structured Asset Mortgage Investments II Inc., a Delaware corporation, or its
successors in interest.
Depositor
Information:
As
defined in Section 3.18(c).
Depository:
The
Depository Trust Company, the nominee of which is Cede & Co., or any
successor thereto.
Depository
Agreement:
The
meaning specified in Subsection 5.01(a) hereof.
Depository
Participant:
A
broker, dealer, bank or other financial institution or other Person for whom
from time to time the Depository effects book-entry transfers and pledges of
securities deposited with the Depository.
Designated
Depository Institution:
A
depository institution (commercial bank, federal savings bank, mutual savings
bank or savings and loan association) or trust company (which may include the
Trustee), the deposits of which are fully insured by the FDIC to the extent
provided by law.
Determination
Date:
With
respect to each Mortgage Loan, the Determination Date as defined in the related
Servicing Agreement.
Discount
Mortgage Loan:
Any
Mortgage Loan with a Net Mortgage Rate less than 6.000% per annum.
Disqualified
Organization:
Any of
the following: (i) the United States, any State or political subdivision
thereof, any possession of the United States, or any agency or instrumentality
of any of the foregoing (other than an instrumentality which is a corporation
if
all of its activities are subject to tax and, except for the Xxxxxxx Mac or
any
successor thereto, a majority of its board of directors is not selected by
such
governmental unit), (ii) any foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers’ cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including the
tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C)
of
the Code or (v) any other Person so designated by the Trustee based upon an
Opinion of Counsel that the holding of an ownership interest in a Residual
Certificate by such Person may cause any REMIC contained in the Trust or any
Person having an Ownership Interest in the Residual Certificate (other than
such
Person) to incur a liability for any federal tax imposed under the Code that
would not otherwise be imposed but for the transfer of an Ownership Interest
in
a Residual Certificate to such Person. The terms “United States,” “State” and
“international organization” shall have the meanings set forth in Section 7701
of the Code or successor provisions.
Distribution
Account:
The
trust account or accounts created and maintained pursuant to Section 4.04,
which
shall be denominated “U.S. Bank National Association, as Trustee, f/b/o holders
of Structured Asset Mortgage Investments II Inc., Prime Mortgage Trust,
Certificates, Series 2007-1 - Distribution Account.” The Distribution Account
shall be an Eligible Account.
Distribution
Account Deposit Date:
The
Business Day prior to each Distribution Date.
Distribution
Date:
The
25th day of any month, beginning in April 2007, or, if such 25th day is not
a
Business Day, the immediately following Business Day.
Distribution
Report:
The
Asset-Backed Issuer Distribution Report pursuant to Section 13 or 15(d) of
the
Exchange Act.
DTC
Custodian:
U.S.
Bank National Association, or its successors in interest as custodian for the
Depository.
Due
Date:
With
respect to each Mortgage Loan, the date in each month on which its Scheduled
Payment is due if such due date is the first day of a month and otherwise is
deemed to be the first day of the following month or such other date specified
in the related Servicing Agreement.
Due
Period:
With
respect to any Distribution Date and each Mortgage Loan, the period commencing
on the second day of the month preceding the month in which the Distribution
Date occurs and ending at the close of business on the first day of the month
in
which the Distribution Date occurs.
XXXXX:
As
defined in Section 3.18.
Eligible
Account:
Any
of (i) a segregated account or accounts maintained with a federal or state
chartered depository institution or trust company, the long-term unsecured
debt
obligations and 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 debt obligations of such holding company, so long as
Xxxxx’x is not a Rating Agency) are rated by each Rating Agency in one of its
two highest
long-term and its highest short-term rating categories, respectively, at the
time any amounts are held on deposit therein, or (ii) a segregated account
or accounts in a depository institution or trust company in which such accounts
are insured by the FDIC (to the limits established by the FDIC) and the
uninsured deposits in which accounts are otherwise secured such that, as
evidenced by an Opinion of Counsel (obtained by the Person requesting that
the
account be held pursuant to this clause (ii)) delivered to the Trustee and
to
each Rating Agency, the Certificateholders have a claim with respect to the
funds in such account or a perfected first priority security interest against
any collateral (which shall be limited to Permitted Investments, each of which
shall mature not later than the Business Day immediately preceding the
Distribution Date next following the date of investment in such collateral
or
the Distribution Date if such Permitted Investment is an obligation of the
institution that maintains the Distribution Account) securing such funds that
is
superior to claims of any other depositors or creditors of the depository
institution or trust company in which such account is maintained, or (iii)
a
segregated trust account or accounts maintained with the corporate trust
department of a federal or state chartered depository institution or trust
company having capital and surplus of not less than $50,000,000, acting in
its
fiduciary capacity or (iv) any other segregated account acceptable to the
Rating Agencies, as evidenced in writing. Eligible Accounts may bear interest,
and may include, if otherwise qualified under this definition, accounts
maintained with the Trustee.
EMC:
EMC
Mortgage Corporation.
EMC
Flow Loans:
The
Mortgage Loans purchased by EMC pursuant to a flow loan purchase
agreement.
EMC
Servicing Agreement:
With
respect to the Mortgage Loans serviced by the Company, the Servicing Agreement
dated as of March 1, 2007, between the Depositor and the Company, attached
hereto as Exhibit I-2 and as modified by the related Assignment
Agreement.
ERISA:
The
Employee Retirement Income Security Act of 1974, as amended.
Euroclear:
Euroclear Clearance System, Société Cooperative, a Belgium cooperative
cooperation.
Euroclear
Operator:
Euroclear Bank S.A./N.V., as operator of the Euroclear system.
Event
of Default:
An
event of default described in Section 8.01.
Excess
Liquidation Proceeds:
To the
extent that such amount is not required by law to be paid to the related
Mortgagor, the amount, if any, by which Liquidation Proceeds with respect to
a
Liquidated Mortgage Loan exceed the sum of (i) the Outstanding Principal Balance
of such Mortgage Loan and accrued but unpaid interest at the related Mortgage
Interest Rate through the last day of the month in which the related Liquidation
Date occurs, plus (ii) related Liquidation Expenses.
Exchange
Act:
Securities Exchange Act of 1934, as amended.
Exchange
Act Reports:
Any
reports required to be filed pursuant to Section 3.18 of this
Agreement.
Xxxxxx
Xxx:
Federal
National Mortgage Association or any successor thereto.
FDIC:
Federal
Deposit Insurance Corporation or any successor thereto.
Final
Certification:
The
certification substantially in the form of Exhibit Three to the Custodial
Agreement.
Fiscal
Quarter:
December 1 to February 29 (or the last day in such month), March 1 to May 31,
June 1 to August 31, or September 1 to November 30, as applicable.
Fitch:
Fitch,
Inc. or its successor in interest.
Form
8-K Disclosure Information:
As
defined in Section 3.18(a)(ii)(A).
Form
10-K Filing Deadline:
As
defined in Section 3.18.
Fractional
Undivided Interest:
With
respect to any Class of Certificates, the fractional undivided interest
evidenced by any Certificate of such Class, the numerator of which is the
Current Principal Amount, or Notional Amount in the case of the Interest Only
Certificates, of such Certificate and the denominator of which is the Current
Principal Amount, or Notional Amount in the case of the Interest Only
Certificates, of such Class. With respect to the Certificates in the aggregate,
the fractional undivided interest evidenced by (i) the Residual Certificates
will be deemed to equal 0.25%, (ii) each Class of Interest Only Certificates
will be deemed to equal 1.0% multiplied by a fraction, the numerator of which
is
the Notional Amount of such Certificate and the denominator of which is the
aggregate Notional Amount of its respective Class and (iii) a
Certificate of any other Class will be deemed to equal the fractional undivided
interest remaining after taking into account clauses (i) and (ii) multiplied
by
a fraction,
the
numerator of which is the Current Principal Amount of such Certificate and
the
denominator of which is the aggregate Current Principal Amount of all the
Certificates; provided, however, the percentage in clause (iii) above shall
be
increased by 1.0% upon the retirement of each Class of Interest Only
Certificates.
Xxxxxxx
Mac:
Xxxxxxx
Mac, formerly the Federal Home Loan Mortgage Corporation, or any successor
thereto.
Global
Certificate:
Any
Non-Offered Certificate registered in the name of the Depository or its nominee,
beneficial interests in which are reflected on the books of the Depository
or on
the books of a Person maintaining an account with such Depository (directly
or
as an indirect participant in accordance with the rules of such
depository).
Holder:
The
Person in whose name a Certificate is registered in the Certificate Register,
except that, subject to Subsections 11.02(b) and 11.05(e), solely for the
purpose of giving any consent pursuant to this Agreement, any Certificate
registered in the name of the Depositor, the Master Servicer or the Trustee
or
any Affiliate thereof shall be deemed not to be outstanding and the Fractional
Undivided Interest evidenced thereby shall not be taken into account in
determining whether the requisite percentage of Fractional Undivided Interests
necessary to effect any such consent has been obtained.
Indemnified
Persons:
The
Trustee, the Master Servicer and the Custodian and their officers, directors,
agents and employees and, with respect to the Trustee, any separate co-trustee
and its officers, directors, agents and employees.
Independent:
When
used with respect to any specified Person, this term means that such Person
(a)
is in fact independent of the Depositor or the Master Servicer and of any
Affiliate of the Depositor or the Master Servicer, (b) does not have any direct
financial interest or any material indirect financial interest in the Depositor
or the Master Servicer or any Affiliate of the Depositor or the Master Servicer
and (c) is not connected with the Depositor or the Master Servicer or any
Affiliate as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.
Individual
Certificate:
Any
Non-Offered Certificate registered in the name of the Holder other than the
Depository or its nominee.
Initial
Certification:
The
certification substantially in the form of Exhibit One to the Custodial
Agreement.
Institutional
Accredited Investor:
Any
Person meeting the requirements of Rule 501(a)(l), (2), (3) or (7) of Regulation
D under the Securities Act or any entity all of the equity holders in which
come
within such paragraphs.
Insurance
Policy:
With
respect to any Mortgage Loan, any standard hazard insurance policy, flood
insurance policy or title insurance policy.
Insurance
Proceeds:
Amounts
paid by the insurer under any Insurance Policy covering any Mortgage Loan or
Mortgaged Property other than amounts required to be paid over to the Mortgagor
pursuant to law or the related Mortgage Note or Security Instrument and other
than amounts used to repair or restore the Mortgaged Property or to reimburse
insured expenses.
Interest
Accrual Period:
For
each Class of Certificates and for any Distribution Date, the calendar month
preceding the month in which such Distribution Date occurs. All calculations
of
interest on the Certificates will be made on the basis of a 360-day year
consisting of twelve 30-day months.
Interest
Only Certificates:
The
Class A-7 Certificates and Class X Certificates.
Interest
Shortfall:
With
respect to any Distribution Date and each Mortgage Loan that during the related
Prepayment Period was the subject of a Principal Prepayment or constitutes
a
Relief Act Mortgage Loan, an amount determined as follows:
(A) Partial
principal prepayments received during the relevant Prepayment Period: The
difference between (i) one month’s interest at the applicable Net Mortgage Rate
on the amount of such prepayment and (ii) the amount of interest for the
calendar month of such prepayment (adjusted to the applicable Net Mortgage
Rate)
received at the time of such prepayment;
(B) Principal
prepayments in full received during the relevant Prepayment Period: The
difference between (i) one month’s interest at the applicable Net Mortgage Rate
on the Scheduled Principal Balance of such Mortgage Loan immediately prior
to
such prepayment and (ii) the amount of interest for the calendar month of such
prepayment (adjusted to the applicable Net Mortgage Rate) received at the time
of such prepayment; and
(C) As
to any
Relief Act Mortgage Loan, the excess of (i) 30 days’ interest (or, in the case
of a principal prepayment in full, interest to the date of prepayment) on the
Scheduled Principal Balance thereof (or, in the case of a principal prepayment
in part, on the amount so prepaid) at the related Net Mortgage Rate over (ii)
30
days’ interest (or, in the case of a principal prepayment in full, interest to
the date of prepayment) on such Scheduled Principal Balance (or, in the case
of
a Principal Prepayment in part, on the amount so prepaid) at the Net Mortgage
Rate required to be paid by the Mortgagor as limited by application of the
Relief Act.
Interim
Certification:
The
certification substantially in the form of Exhibit Two to the Custodial
Agreement.
Investment
Letter:
The
letter to be furnished by each Institutional Accredited Investor which purchases
any of the Class B-4, Class B-5 or Class B-6 Certificates in connection with
such purchase, substantially in the form set forth as Exhibit F-1
hereto.
Issuing
Entity:
Prime
Mortgage Trust 2007-1.
Lender-Paid
PMI Rate:
With
respect to each Mortgage Loan covered by a lender-paid primary mortgage
insurance policy, the amount payable to the related insurer, as stated in the
Mortgage Loan Schedule.
Liquidated
Mortgage Loan:
Any
defaulted Mortgage Loan as to which the related Servicer or the Master Servicer
has determined that all amounts it expects to recover from or on account of
such
Mortgage Loan have been recovered.
Liquidation
Date:
With
respect to any Liquidated Mortgage Loan, the date on which the Master Servicer
or the related Servicer has certified that such Mortgage Loan has become a
Liquidated Mortgage Loan.
Liquidation
Expenses:
With
respect to a Mortgage Loan in liquidation, unreimbursed expenses paid or
incurred by or for the account of the Master Servicer or the related Servicer
in
connection with the liquidation of such Mortgage Loan and the related Mortgage
Property, such expenses including (a) property protection expenses, (b) property
sales expenses, (c) foreclosure and sale costs, including court costs and
reasonable attorneys’ fees, and (d) similar expenses reasonably paid or incurred
in connection with liquidation.
Liquidation
Proceeds:
Amounts, other than Insurance Proceeds, received in connection with the partial
or complete liquidation of a Mortgage Loan, whether through trustee’s sale,
foreclosure sale or otherwise, or in connection with any condemnation or partial
release of a Mortgaged Property and any other proceeds received with respect
to
an REO Property.
Loan-to-Value
Ratio:
With
respect to any Mortgage Loan, the fraction, expressed as a percentage, the
numerator of which is the original principal balance of the related Mortgage
Loan and the denominator of which is the Original Value of the related Mortgaged
Property.
Lockout
Certificates:
Any of
the Class
A-3, Class A-4, Class A-5 or Class A-6 Certificates.
Lockout
Priority Amount:
For any
Distribution Date the product of (i) the Shift Percentage and (ii) (x) the
aggregate of the collections described in the definition of Senior Optimal
Principal Amount for such Distribution Date (without application of the Senior
Percentage) multiplied by (y) a fraction, the numerator of which is the
aggregate Current Principal Amount of the Class A-3, Class A-4, Class A-5 and
Class A-6 Certificates immediately prior to that Distribution Date and the
denominator of which is the sum of the Non-PO Percentages of the Scheduled
Principal Balances of the Mortgage Loans as of the first day of the related
Due
Period.
Loss
Allocation Limit:
The
meaning specified in Subsection 6.03(a)(v) hereof.
Loss
Severity Percentage:
With
respect to any Distribution Date, the percentage equivalent of a fraction,
the
numerator of which is the amount of Realized Losses incurred on a Mortgage
Loan
and the denominator of which is the Scheduled Principal Balance of such Mortgage
Loan immediately prior to the liquidation of such Mortgage Loan.
Lost
Notes:
The
original Mortgage Notes that have been lost, as indicated on the Mortgage Loan
Schedule.
Master
Servicer:
As of
the Closing Date, EMC Mortgage Corporation and, thereafter, its respective
successors in interest who meet the qualifications of the Servicing Agreements
and this Agreement.
Master
Servicing Compensation:
For any
Distribution Date, any amounts earned on the investment of funds on deposit
in
the Master Servicer Collection Account.
Master
Servicer Collection Account:
The
trust
account or accounts created and maintained pursuant to Section 4.02, which
shall
be denominated “EMC Mortgage Corporation, as Master Servicer for the benefit of
the Trustee on behalf of holders of Structured Asset Mortgage Investments II
Inc., Prime Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-1
-
Master Servicer Collection Account.” The Master Servicer Collection Account
shall be an Eligible Account.
Master
Servicer Information:
As
defined in Section 3.18(c).
Material
Defect:
The
meaning specified in Section 2.02(a).
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.
MIN:
The
Mortgage Identification Number for Mortgage Loans registered with MERS on the
MERS® System.
Mid
America:
Mid
America Bank, fsb.
Mid
America Servicing Agreement:
The
Purchase, Warranties and Servicing Agreement, dated as of February 1, 2006,
between EMC and Mid America, attached hereto as Exhibit I-4, as amended by
Amendment No. 1, dated as February 1, 2006 and modified by the related
Assignment Agreement.
MOM
Loan:
With
respect to any 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, or as nominee for any
subsequent assignee of the originator pursuant to an assignment of mortgage
to
MERS.
Monthly
Advance:
An
advance of principal or interest required to be made by the applicable Servicer
pursuant to the related Servicing Agreement or the Master Servicer pursuant
to
Section 6.06.
Moody’s:
Xxxxx’x
Investors Service, Inc. or its successor in interest.
Mortgage
File:
The
mortgage documents listed in Section 2.01(b) pertaining to a particular Mortgage
Loan and any additional documents required to be added to the Mortgage File
pursuant to this Agreement.
Mortgage
Interest Rate:
The
annual rate at which interest accrues from time to time on any Mortgage Loan
pursuant to the related Mortgage Note, which rate is initially equal to the
“Mortgage Interest Rate” set forth with respect thereto on the Mortgage Loan
Schedule.
Mortgage
Loan:
A
mortgage loan transferred and assigned to the Trustee pursuant to Section 2.01
or Section 2.04 and held as a part of the Trust Fund, as identified in the
Mortgage Loan Schedule (which shall include, without limitation, each related
Mortgage Note, Mortgage and Mortgage File and all rights appertaining thereto),
including a mortgage loan the property securing which has become an REO
Property. Notwithstanding any provision in this Agreement to the contrary,
in no
event shall the term “Mortgage Loan” include any Underlying Mortgage
Loan.
Mortgage
Loan Purchase Agreement:
The
Mortgage Loan Purchase Agreement dated as of March 30, 2007, between EMC
Mortgage Corporation, as seller, and Structured Asset Mortgage Investments
II
Inc., as purchaser, and all amendments thereof and supplements thereto, attached
as Exhibit H.
Mortgage
Loan Schedule:
The
list of Mortgage Loans (as
from
time to time amended to reflect the repurchase or substitute of Mortgage Loans
pursuant to the provisions of this Agreement)
transferred to the Trustee as part of the Trust Fund and from time to time
subject to this Agreement, the initial Mortgage Loan Schedule being attached
hereto as Exhibit B setting forth the following information with respect to
each
Mortgage Loan:
(a) the
city,
state and zip code of the Mortgaged Property;
(b) the
property type;
(c) the
Mortgage Interest Rate;
(d) the
Servicing Fee Rate;
(e) the
Trustee Fee Rate;
(f) the
LPMI
Fee, if applicable;
(g) [reserved];
(h) the
Net
Rate;
(i) the
maturity date;
(j) the
stated original term to maturity;
(k) the
stated remaining term to maturity;
(l) the
original Principal Balance;
(m) the
first
payment date;
(n) the
principal and interest payment in effect as of the Cut-off Date;
(o) the
unpaid Principal Balance as of the Cut-off Date;
(p) the
Loan-to-Value Ratio at origination;
(q) the
insurer of any Primary Mortgage Insurance Policy;
(r) the
MIN
with respect to each MOM Loan;
(s) the
Gross
Margin, if applicable;
(t) the
next
Adjustment Date, if applicable;
(u) the
Maximum Mortgage Rate, if applicable;
(v) the
Minimum Mortgage Rate, if applicable;
(w) the
Periodic Rate Cap, if applicable;
(x) a
code
indicating whether the Mortgage Loan is negatively amortizing;
(y) which
Mortgage Loans adjust after an initial fixed-rate period of one, two, three,
five, seven or ten years or any other period;
(z) the
Prepayment Charge, if any;
(aa) lien
position (e.g., first lien or second lien);
(bb) a
code
indicating whether the Mortgage Loan has a balloon payment;
(cc) a
code
indicating whether the Mortgage Loan is an interest-only loan;
(dd) the
interest-only term, if applicable;
(ee) the
Mortgage Loan Seller; and
(ff) the
original amortization term.
Such
schedule also shall set forth for all of the Mortgage Loans, the total number
of
Mortgage Loans, the total of each of the amounts described under (n) and (o)
above, the weighted average by principal balance as of the Cut-off Date of
each
of the rates described under (c) through (h) above, and the weighted average
remaining term to maturity by unpaid principal balance as of the Cut-off
Date.
Mortgage
Note:
The
originally executed note or other evidence of the indebtedness of a Mortgagor
under the related Mortgage Loan.
Mortgaged
Property:
Land
and improvements securing the indebtedness of a Mortgagor under the related
Mortgage Loan or, in the case of REO Property, such REO Property. In no event,
however, shall the term “Mortgaged Property” include any mortgaged property or
real estate owned property relating to an Underlying Mortgage Loan.
Mortgagor:
The
obligor on a Mortgage Note.
NCMC:
National City Mortgage Co.
NCMC
Servicing Agreement:
Purchase, Warranties and Servicing Agreement, dated as of October 1, 2001,
between EMC and NCMC, attached hereto as Exhibit I-3, and as amended by
Amendment Reg AB to the Purchase, Warranties and Servicing Agreement, dated
as
of March 1, 2006 and modified by the related Assignment Agreement.
Net
Interest Shortfall:
With
respect to any Distribution Date, the Interest Shortfall, if any, for such
Distribution Date net of Compensating Interest Payments made with respect to
such Distribution Date.
Net
Liquidation Proceeds:
As to
any Liquidated Mortgage Loan, Liquidation Proceeds net of (i) Liquidation
Expenses which are payable therefrom to the related Servicer or the Master
Servicer in accordance with the related Servicing Agreement or this Agreement
and (ii) unreimbursed advances by the related Servicer or the Master Servicer
and Monthly Advances.
Net
Mortgage Rate:
With
respect to each Mortgage Loan, the Mortgage Interest Rate in effect from time
to
time less the sum of (i) the Servicing Fee Rate and (ii) the Trustee Fee
Rate.
Non-Offered
Subordinate Certificates:
The
Class B-4, Class B-5 and Class B-6 Certificates.
Non-PO
Percentage:
With
respect to any Mortgage Loan with a Net Mortgage Rate less than 6.000% per
annum, a fraction, expressed as a percentage, (x) the numerator of which is
equal to the related Net Mortgage Rate, and (y) the denominator of which is
equal to 6.000% per annum. With respect to all other Mortgage Loans,
100%.
Nonrecoverable
Advance:
With
respect to any Mortgage Loan, any advance or Monthly Advance (i) which was
previously made or is proposed to be made by the Master Servicer, the Trustee
(as successor Master Servicer) or the applicable Servicer and (ii) which, in
the
good faith judgment of the Master Servicer, the Trustee or the applicable
Servicer, will not or, in the case of a proposed advance or Monthly Advance,
would not, be ultimately recoverable by the Master Servicer, the Trustee (as
successor Master Servicer) or the applicable Servicer from Liquidation Proceeds,
Insurance Proceeds or future payments on the Mortgage Loan for which such
advance or Monthly Advance was made or is proposed to be made.
Notional
Amount:
The
Notional Amount of the Class A-7 Certificates, as of any date of determination,
is equal to the aggregate Current Principal Amount of the Class A-4, Class
A-5
and Class A-6 Certificates, divided by 12. For federal income tax purposes,
however, the Notional Amount of the Class A-7 Certificates is an amount equal
to
the aggregate Uncertificated Principal Balance of REMIC II Regular Interests
A-4-2, A-5-2 and A-6-2. The Notional Amount of the Class X Certificates, as
of
any date of determination, is equal to the aggregate Scheduled Principal Balance
of the Mortgage Loans. For federal income tax purposes, however, the Notional
Amount of the Class X Certificates is an amount equal to the Uncertificated
Notional Amount of REMIC I Regular Interest X.
Officer’s
Certificate:
A
certificate signed by the Chairman of the Board, the Vice Chairman of the Board,
the President or a Vice President or Assistant Vice President or other
authorized officer of the Master Servicer, the Depositor, the Seller or the
Servicer, as applicable, and delivered to the Trustee, as required by this
Agreement.
Offered
Certificates: The
Senior Certificates and Offered Subordinate Certificates.
Offered
Subordinate Certificates:
The
Class B-1, Class B-2 and Class B-3 Certificates.
Opinion
of Counsel:
A
written opinion of counsel who is or are acceptable to the Trustee or the Master
Servicer, as applicable, and who, unless required to be Independent (an “Opinion
of Independent Counsel”), may be internal counsel for the Master Servicer or the
Depositor.
Original
Subordinate Principal Balance:
The
aggregate Current Principal Amount of the Subordinate Certificates as of the
Closing Date.
Original
Value:
The
lesser of (i) the Appraised Value or (ii) the sales price of a Mortgaged
Property at the time of origination of a Mortgage Loan, except in instances
where either clauses (i) or (ii) is unavailable, the other may be used to
determine the Original Value, or if both clauses (i) and (ii) are unavailable,
Original Value may be determined from other sources reasonably acceptable to
the
Depositor.
Outstanding
Mortgage Loan:
With
respect to any Due Date, a Mortgage Loan which, prior to such Due Date, was
not
the subject of a Principal Prepayment in full, did not become a Liquidated
Mortgage Loan and was not purchased or replaced.
Outstanding
Principal Balance:
As of
the time of any determination, the principal balance of a Mortgage Loan
remaining to be paid by the Mortgagor, or, in the case of an REO Property,
the
principal balance of the related Mortgage Loan remaining to be paid by the
Mortgagor at the time such property was acquired by the Trust Fund less any
Net
Liquidation Proceeds with respect thereto to the extent applied to
principal.
Pass-Through
Rate:
As to
each Class of Certificates (other than the Class PO Certificates) and the REMIC
I Regular Interests, the rate of interest determined as provided with respect
thereto in Section 5.01(c). Any monthly calculation of interest at a stated
rate
shall be based upon annual interest at such rate divided by twelve.
Permitted
Investments:
At any
time, any one or more of the following obligations and securities:
(i) direct
obligations of, and obligations the timely payment of which are fully guaranteed
by the United States of America or any agency or instrumentality of the United
States of America the obligations of which are backed by the full faith and
credit of the United States of America;
(ii) (a)
demand or time deposits, federal funds or bankers’ acceptances issued by any
depository institution or trust company incorporated under the laws of the
United States of America or any state thereof (including the Trustee or the
Master Servicer or its Affiliates acting in its commercial banking capacity)
and
subject to supervision and examination by federal and/or state banking
authorities, provided that the commercial paper and/or the short-term debt
rating and/or the long-term unsecured debt obligations of such depository
institution or trust company at the time of such investment or contractual
commitment providing for such investment have the Applicable Credit Rating
or
better from each Rating Agency and (b) any other demand or time deposit or
certificate of deposit that is fully insured by the Federal Deposit Insurance
Corporation;
(iii) repurchase
obligations with respect to (a) any security described in clause (i) above
or
(b) any other security issued or guaranteed by an agency or instrumentality
of
the United States of America, the obligations of which are backed by the full
faith and credit of the United States of America, in either case entered into
with a depository institution or trust company (acting as principal) described
in clause (ii)(a) above where the Trustee or the Master Servicer or its
Affiliates hold the security therefor;
(iv) securities
bearing interest or sold at a discount issued by any corporation (including
the
Trustee or the Master Servicer or its Affiliates) incorporated under the laws
of
the United States of America or any state thereof that have the Applicable
Credit Rating or better from each Rating Agency at the time of such investment
or contractual commitment providing for such investment; provided, however,
that
securities issued by any particular corporation will not be Permitted
Investments to the extent that investments therein will cause the then
outstanding principal amount of securities issued by such corporation and held
as part of the Trust to exceed 10% of the aggregate Outstanding Principal
Balances of all the Mortgage Loans and Permitted Investments held as part of
the
Trust;
(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 one year after the date of issuance thereof) having the Applicable Credit
Rating or better from each Rating Agency at the time of such
investment;
(vi) a
Reinvestment Agreement issued by any bank, insurance company or other
corporation or entity;
(vii) any
other
demand, money market or time deposit, obligation, security or investment as
may
be acceptable to each Rating Agency as evidenced in writing by each Rating
Agency to the Trustee or the Master Servicer or its Affiliates; and
(viii) any
money
market or common trust fund having the Applicable Credit Rating or better from
each Rating Agency rating such fund, including any such fund for which the
Trustee or Master Servicer or any affiliate of the Trustee or Master Servicer
acts as a manager or an advisor; provided, however, that no instrument or
security shall be a Permitted Investment if such instrument or security
evidences a right to receive only interest payments with respect to the
obligations underlying such instrument or if such security provides for payment
of both principal and interest with a yield to maturity in excess of 120% of
the
yield to maturity at par or if such instrument or security is purchased at
a
price greater than par.
Permitted
Transferee:
Any
Person other than a Disqualified Organization or an “electing large partnership”
(as defined by Section 775 of the Code).
Person:
Any
individual, corporation, partnership, joint venture, association, limited
liability company, joint-stock company, trust, unincorporated organization
or
government or any agency or political subdivision thereof.
Physical
Certificates:
The
Residual Certificates and the Non-Offered Subordinate Certificates.
PO
Percentage:
With
respect to any Discount Mortgage Loan, a fraction expressed as a percentage,
(x)
the numerator of which is equal to 6.000%
minus
the related Net Mortgage Rate, and (y) the denominator of which is equal to
6.000% per annum.
Prepayment
Charge:
With
respect to any Mortgage Loan, the charges or premiums, if any, due in connection
with a full or partial prepayment of such Mortgage Loan in accordance with
the
terms thereof.
Prepayment
Interest Shortfall:
With
respect to any Distribution Date, the aggregate shortfall, if any, in
collections of interest (adjusted to the related Net Mortgage Rates) on Mortgage
Loans resulting from (a) prepayments in full received during the related
Prepayment Period and (b) the partial prepayments received during the related
Prepayment Period to the extent applied prior to the Due Date in the month
of
the Distribution Date.
Prepayment
Period:
With
respect to any Distribution Date and the related Servicer, such period as is
provided in the related Servicing Agreement.
Primary
Mortgage Insurance Policy:
Any
primary mortgage guaranty insurance policy issued in connection with a Mortgage
Loan which provides compensation to a Mortgage Note holder in the event of
default by the obligor under such Mortgage Note or the related Security
Instrument, if any or any replacement policy therefor through the related
Interest Accrual Period for such Class relating to a Distribution
Date.
Principal
Prepayment:
Any
payment (whether partial or full) or other recovery of principal on a Mortgage
Loan which is received in advance of its scheduled Due Date to the extent that
it is not accompanied by an amount as to interest representing scheduled
interest due on any date or dates in any month or months subsequent to the
month
of prepayment, including Insurance Proceeds and Repurchase Proceeds, but
excluding the principal portion of Net Liquidation Proceeds received at the
time
a Mortgage Loan becomes a Liquidated Mortgage Loan.
Protected
Account:
An
account established and maintained for the benefit of Holders of the
Certificates by each Servicer with respect to the Mortgage Loans and with
respect to REO Property pursuant to the applicable Servicing
Agreement.
Purchase
Price:
With
respect to any Mortgage Loan (or any property acquired with respect thereto)
(x)
required to be repurchased by the Seller pursuant to the Mortgage Loan Purchase
Agreement or Article II of this Agreement or (y) that the Seller has a right
to
purchase pursuant to Section 3.21 hereof, an amount equal to the sum of (i)(a)
100% of the Outstanding Principal Balance of such Mortgage Loan as of the date
of repurchase (or if the related Mortgaged Property was acquired with respect
thereto, 100% of the Outstanding Principal Balance at the date of the
acquisition), plus (b) accrued but unpaid interest on the Outstanding Principal
Balance at the related Mortgage Interest Rate, through and including the last
day of the month of repurchase, plus (c) any unreimbursed Monthly Advances
and
servicing advances payable to the related Servicer of the Mortgage Loan or
to
the Master Servicer and (ii) any costs and damages (if any) incurred by the
Trust in connection with any violation of such Mortgage Loan of any predatory
lending laws.
QIB:
A
Qualified Institutional Buyer as defined in Rule 144A promulgated under the
Securities Act.
Qualified
Insurer:
Any
insurance company duly qualified as such under the laws of the state or states
in which the related Mortgaged Property or Mortgaged Properties is or are
located, duly authorized and licensed in such state or states to transact the
type of insurance business in which it is engaged and approved as an insurer
by
the Master Servicer, so long as the claims paying ability of which is acceptable
to the Rating Agencies for pass-through certificates having the same rating
as
the related Certificates rated by the Rating Agencies as of the Closing
Date.
Rating
Agencies:
With
respect to the Certificates, Fitch, S&P and Xxxxx’x.
Realized
Loss:
Any (i)
Bankruptcy Loss or (ii) as to any Liquidated Mortgage Loan, (x) the Outstanding
Principal Balance of such Liquidated Mortgage Loan plus accrued and unpaid
interest thereon at the Mortgage Interest Rate through the last day of the
month
of such liquidation, less (y) the related Net Liquidation Proceeds with respect
to such Mortgage Loan and the related Mortgage Property. With respect to
each
Mortgage Loan which is the subject of a Servicing Modification during the
calendar month immediately preceding the related Distribution Date, the sum
of
(a) the total amount of interest and principal which is forgiven with respect
to
the related Mortgage Loan and (b) the amount of any servicing advances made
by
the related Servicer with respect to such Mortgage Loan which are reimburseable
from the Trust to the related Servicer with respect to that Servicing
Modification. In addition, to the extent the Trustee receives Subsequent
Recoveries with respect to any Mortgage Loan, the amount of the Realized
Loss
with respect to that Mortgage Loan will be reduced to the extent such recoveries
are applied to reduce the Current Principal Amount of any Class of Certificates
on any Distribution Date.
Record
Date:
With
respect to any Distribution Date and each Class of Certificates, the close
of
business on the last Business Day of the month immediately preceding the month
of such Distribution Date.
Regular
Certificates:
Any of
the Certificates other than the Residual Certificates.
Regulation
AB:
Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
Regulation
S:
Regulation S promulgated under the Securities Act.
Regulation
S Global Certificates:
The
Regulation S Temporary Global Certificates and the Regulation S Permanent Global
Certificates.
Relief
Act:
The
Servicemembers Civil Relief Act, formerly known as the Soldiers’ and Sailors’
Civil Relief Act of 1940, as amended, or similar state law.
Relief
Act Mortgage Loan:
Any
Mortgage Loan as to which the Scheduled Payment thereof has been reduced due
to
the application of the Relief Act.
REMIC:
A real
estate mortgage investment conduit, as defined in the Code.
REMIC
I:
That
group of assets contained in the Trust Fund designated as a REMIC consisting
of
(i) the Mortgage Loans, (ii) the Distribution Account, (iii) any REO Property
relating to the Mortgage Loans, (iv) the rights with respect to the related
Servicing Agreement, (v) the rights with respect to the Assignment Agreement
and
(vi) any proceeds of the foregoing.
REMIC
I Interests:
The
REMIC I Regular Interests and the Class R-1 Certificates.
REMIC
I Regular Interests:
REMIC I
Regular Interests X-0, X-0, X-0, X-0-0, X-0-0, X-0-0, X-0-0, A-6-1, A-6-2,
X-0,
X-0, X-0, X-0, X-0, X-0, X, PO and R-2.
REMIC
II:
That
group of assets contained in the Trust Fund designated as a REMIC consisting
of
the REMIC I Regular Interests.
REMIC
Opinion:
An
Opinion of Independent Counsel to the effect that the proposed action described
therein would not, under the REMIC Provisions, (i) cause any REMIC to fail
to
qualify as a REMIC while any regular interest in such REMIC is outstanding,
(ii)
result in a tax on prohibited transactions with respect to any REMIC or (iii)
constitute a taxable contribution to any REMIC after the Startup
Day.
REMIC
Provisions:
The
provisions of the federal income tax law relating to REMICs, which appear at
Sections 860A through 860G of the Code, and related provisions and regulations
promulgated thereunder, as the foregoing may be in effect from time to
time.
REO
Property:
A
Mortgaged Property acquired in the name of the Trustee, for the benefit of
Certificateholders, by foreclosure or deed-in-lieu of foreclosure in connection
with a defaulted Mortgage Loan.
Reportable
Event:
As
defined in Section 3.18.
Repurchase
Proceeds:
The
Purchase Price in connection with any repurchase of a Mortgage Loan by the
Seller and any cash deposit in connection with the substitution of a Mortgage
Loan.
Request
for Release:
A
request for release in the form attached hereto as Exhibit D.
Required
Insurance Policy:
With
respect to any Mortgage Loan, any insurance policy which is required to be
maintained from time to time under this Agreement with respect to such Mortgage
Loan.
Residual
Certificates:
Any of
the Class R-1 Certificates and Class R-2 Certificates.
Responsible
Officer:
Any
officer assigned to the Corporate Trust Office (or any successor thereto),
including any Vice President, Assistant Vice President, Trust Officer, any
Assistant Secretary, any trust officer or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and having direct responsibility for the administration
of
this Agreement, and any other officer of the Trustee to whom a matter arising
hereunder may be referred.
Rule
144A Certificate:
The
certificate to be furnished by each purchaser of a Non-Offered Certificate
(which is also a Physical Certificate) which is a Qualified Institutional Buyer
as defined under Rule 144A promulgated under the Securities Act, substantially
in the form set forth as Exhibit F-2 hereto.
S&P:
Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc., and its
successors in interest.
Scheduled
Payment:
With
respect to any Mortgage Loan and any month, the scheduled payment or payments
of
principal and interest due during such month on such Mortgage Loan which either
is payable by a Mortgagor in such month under the related Mortgage Note or,
in
the case of REO Property, would otherwise have been payable under the related
Mortgage Note.
Scheduled
Principal:
The
principal portion of any Scheduled Payment.
Scheduled
Principal Balance:
With
respect to any Mortgage Loan on any Distribution Date, (i) the unpaid principal
balance of such Mortgage Loan as of the close of business on the related Due
Date (taking account of the principal payment to be made on such Due Date and
irrespective of any delinquency in its payment), as specified in the
amortization schedule at the time relating thereto (before any adjustment to
such amortization schedule by reason of any bankruptcy or similar proceeding
occurring after the Cut-off Date (other than a Deficient Valuation) or any
moratorium or similar waiver or grace period), less (ii) any Principal
Prepayments received during or prior to the immediately preceding Prepayment
Period and less (iii) the principal portion of any Net Liquidation Proceeds
received during or prior to the immediately preceding calendar month; provided
that the Scheduled Principal Balance of a Liquidated Mortgage Loan is
zero.
Securities
Act:
The
Securities Act of 1933, as amended.
Securities
Legend:
“THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY
BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
144A
UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
(A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A
QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF
AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
D
UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE
FORM
PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER
EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER
IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH
CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES
AND
ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY
OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED [in the case of a Residual Certificate or a Class
B-4,
Class B-5 and Class B-6 Certificate]
UNLESS
THE OPINION OF COUNSEL REQUIRED BY SECTION 5.07 OF THE POOLING AND SERVICING
AGREEMENT IS PROVIDED [in the case of a Class B-4, Class B-5 and Class B-6
Certificate] UNLESS THE TRANSFEREE CERTIFIES OR REPRESENTS THAT THE PROPOSED
TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT AND
OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED
TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED
TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION
EXEMPTION (“PTE”) 84-14, XXX 00-00, XXX 00-0, XXX 95-60 OR PTE 96-23 AND (II)
WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY DUTIES ON THE PART OF THE
DEPOSITOR, THE MASTER SERVICER, ANY SERVICER OR THE TRUSTEE, WHICH WILL BE
DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL
CERTIFICATE AND WILL BE EVIDENCED BY A REPRESENTATION OR AN OPINION OF COUNSEL
TO SUCH EFFECT BY OR ON BEHALF OF AN INSTITUTIONAL ACCREDITED
INVESTOR.”
Security
Instrument:
A
written instrument creating a valid first lien on a Mortgaged Property securing
a Mortgage Note, which may be any applicable form of mortgage, deed of trust,
deed to secure debt or security deed, including any riders or addenda
thereto.
Seller:
EMC
Mortgage Corporation, in its capacity as seller of the Mortgage Loans to the
Depositor.
Senior
Certificates:
The
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class X, Class PO, Class R-1 and Class R-2 Certificates.
Senior
Optimal Principal Distribution Amount:
With
respect to each of Senior
Certificates (other than the Class PO Certificates and Class X Certificates)
and
each
Distribution Date, an amount equal to the sum of the following:
(1) the
applicable Senior Percentage of the Non-PO Percentage of the principal portion
of all Scheduled Payments due on the Mortgage Loans on the related Due Date,
as
specified in the amortization schedule at the time applicable thereto (after
adjustment for previous Principal Prepayments but before any adjustments to
such
amortization schedule by reason of any bankruptcy or similar proceeding or
any
moratorium or similar waiver or grace period);
(2) the
applicable Senior Prepayment Percentage of the Non-PO Percentage of the
Scheduled Principal Balance of each Mortgage Loan which was the subject of
a
Principal Prepayment in full received by the Servicers during the applicable
Prepayment Period;
(3) the
applicable Senior Prepayment Percentage of the Non-PO Percentage of all
Principal Prepayments in part received by the Servicers during the applicable
Prepayment Period with respect to each Mortgage Loan;
(4) the
lesser of (a) the applicable Senior Prepayment Percentage of the Non-PO
Percentage of the sum of (i) all Net Liquidation Proceeds allocable to principal
received in respect of each Mortgage Loan which became a Liquidated Mortgage
Loan during the calendar
month immediately preceding such Distribution Date (other
than Mortgage Loans described in the immediately following clause (ii)) and
all
Subsequent Recoveries received in respect of each Liquidated Mortgage Loan
during the calendar month immediately preceding such Distribution Date and
(ii)
the Scheduled Principal Balance of each such Mortgage Loan purchased by an
insurer from the Trustee during the related Prepayment Period pursuant to the
related Primary Mortgage Insurance Policy, if any, or otherwise; and (b) the
applicable Senior Percentage of the Non-PO Percentage of the sum of (i) the
Scheduled Principal Balance of each Mortgage Loan which became a Liquidated
Mortgage Loan during the calendar month immediately preceding such Distribution
Date (other than the Mortgage Loans described in the immediately following
clause (ii)) and all Subsequent Recoveries received in respect of each
Liquidated Mortgage Loan during the calendar month immediately preceding such
Distribution Date and (ii) the Scheduled Principal Balance of each such Mortgage
Loan that was purchased by an insurer from the Trustee during the related
Prepayment Period pursuant to the related Primary Mortgage Insurance Policy,
if
any or otherwise; and
(5) the
applicable Senior Prepayment Percentage of the Non-PO Percentage of the sum
of
(a) the Scheduled Principal Balance of each Mortgage Loan which was repurchased
by the Issuing Entity in connection with such Distribution Date and (b) the
excess, if any, of the Scheduled Principal Balance of each Mortgage Loan that
has been replaced by the Issuing Entity with a substitute Mortgage Loan pursuant
to the Mortgage Loan Purchase Agreement in connection with such Distribution
Date over the Scheduled Principal Balance of each such substitute Mortgage
Loan.
Senior
Percentage:
The
lesser of (a) 100% and (b) the percentage (carried to six places rounded up)
obtained by dividing the Current Principal Amount of the Senior Certificates
(other than any Class PO Certificates), immediately prior to such Distribution
Date, by the aggregate Scheduled Principal Balance of the Mortgage Loans (other
than the PO Percentage thereof with respect to the related Discount Mortgage
Loans) as of the beginning of the related Due Period. The initial Senior
Percentage for the Senior Certificates will be approximately
95.96%.
Senior
Prepayment Percentage:
The
Senior Prepayment Percentage on any Distribution Date occurring during the
periods set forth below will be as follows:
Period
(dates inclusive)
|
Senior
Prepayment Percentage
|
April
25, 2007 - March
25, 2012
|
100%
|
April
25, 2012 - March 25, 2013
|
Senior
Percentage for the Certificates plus 70% of the related Subordinate
Percentage
|
April
25, 2013 - March 25, 2014
|
Senior
Percentage for the Certificates plus 60% of the related Subordinate
Percentage
|
April
25, 2014 - March 25, 2015
|
Senior
Percentage for the Certificates plus 40% of the related Subordinate
Percentage
|
April
25, 2015 - March 25, 2016
|
Senior
Percentage for the Certificates plus 20% of the related Subordinate
Percentage
|
April
25, 2016 and thereafter
|
Senior
Percentage for the Certificates
|
Any
scheduled reduction to the Senior Prepayment Percentage for the Senior
Certificates
shall
not be made as of any Distribution Date unless, as of the last day of the month
preceding such Distribution Date (1) the aggregate Scheduled Principal Balance
of the Mortgage Loans delinquent 60 days or more (including for this purpose
any
such Mortgage Loans in foreclosure and such Mortgage Loans with respect to
which
the related Mortgaged Property has been acquired by the Trust) averaged over
the
last six months, as a percentage of the aggregate Current Principal Amount
of
the Subordinate Certificates does not exceed 50% and (2) cumulative Realized
Losses on the Mortgage Loans do not exceed (a) 30% of the aggregate Current
Principal Amount of the Original Subordinate Principal Balance if such
Distribution Date occurs between and including April 2012 and March 2013, (b)
35% of the Original Subordinate Principal Balance if such Distribution Date
occurs between and including April 2013 and March 2014, (c) 40% of the Original
Subordinate Principal Balance if such Distribution Date occurs between and
including April 2014 and March 2015, (d) 45% of the Original Subordinate
Principal Balance if such Distribution Date occurs between and including April
2015 and March 2016, and (e) 50% of the Original Subordinate Principal Balance
if such Distribution Date occurs during or after April 2016.
Notwithstanding
the foregoing, if on any Distribution Date, the percentage, the numerator of
which is the aggregate Current Principal Amount of the Senior Certificates
(other than the Class PO Certificates) immediately preceding such Distribution
Date, and the denominator of which is the Scheduled Principal Balance of the
Mortgage Loans (other than the PO Percentage thereof with respect to the related
Discount Mortgage Loans) as of the beginning of the related Due Period, exceeds
such percentage as of the Cut-off Date, then the Senior Prepayment Percentage
with respect to the Senior Certificates (other than the Class PO Certificates)
for such Distribution Date will equal 100%.
Servicer:
Any of
Chevy Chase, EMC, Mid America, NCMC and Xxxxx Fargo.
Servicer
Remittance Date:
With
respect to each Mortgage Loan, the date set forth in the related Servicing
Agreement.
Servicing
Agreements:
The
Chevy Chase Servicing Agreement, the EMC Servicing Agreement, the Mid America
Servicing Agreement, the NCMC Servicing Agreement and the Xxxxx Fargo Servicing
Agreement.
Servicing
Criteria:
The
“servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be
amended from time to time, or those Servicing Criteria otherwise mutually agreed
to by the Seller, the Master Servicer, the Trustee and the applicable Servicer
in response to evolving interpretations of Regulation AB and incorporated into
a
revised Exhibit L.
Servicing
Fee:
As to
any Mortgage Loan and Distribution Date, an amount equal to the product of
(i)
the Scheduled Principal Balance of such Mortgage Loan as of the Due Date in
the
month preceding the month in which such Distribution Date occurs and (ii)
1/12th
of the
Servicing Fee Rate.
Servicing
Fee Rate:
0.25%
per annum.
Servicing
Modification:
Any
modification of a Mortgage Loan which is effected by the related Servicer
in
accordance with the terms of this Agreement or the related Servicing
Agreement.
Servicing
Officer:
Any
officer of the related Servicer or Master Servicer involved in or responsible
for the administration and servicing or master servicing, as applicable, of
the
Mortgage Loans as to which officer evidence, reasonably acceptable to the
Trustee, of due authorization of such officer, by such Servicer or Master
Servicer has been furnished from time to time to the Trustee.
Shift
Percentage:
On any
Distribution Date occurring during the periods set forth below will be as
follows:
Period
(dates inclusive)
|
Shift
Percentage
|
April
25, 2007 - March 25, 2012
|
0%
|
April
25, 2012 - March 25, 2013
|
30%
|
April
25, 2013 - March 25, 2014
|
40%
|
April
25, 2014 - March 25, 2015
|
60%
|
April
25, 2015 - March 25, 2016
|
80%
|
April
25, 2016 and thereafter
|
100%
|
Sponsor:
EMC Mortgage Corporation, in its capacity as sponsor hereunder.
Startup
Day:
March
30, 2007.
Subordinate
Certificates:
The
Offered Subordinate Certificates and Non-Offered Subordinate
Certificates.
Subordinate
Certificate Writedown Amount:
With
respect to the Subordinate Certificates, the amount by which (x) the sum of
the
Current Principal Amounts of the Certificates (after giving effect to the
distribution of principal and the allocation of Realized Losses in reduction
of
the Current Principal Amounts of the Certificates, other than the Class A-7,
Class X and Class PO Certificates, on such Distribution Date) exceeds (y) the
Scheduled Principal Balances of the Mortgage Loans on the Due Date related
to
such Distribution Date.
Subordinate
Optimal Principal Amount:
With
respect to the Subordinate Certificates and each Distribution Date, an amount
equal to the sum of the following (but in no event greater than the aggregate
Current Principal Amount of the Subordinate Certificates immediately prior
to
such Distribution Date):
(i) the
Subordinate Percentage of the Non-PO Percentage of the principal portion of
all
Monthly Payments due on each Mortgage Loan on the related Due Date, as specified
in the amortization schedule at the time applicable thereto (after adjustment
for previous principal prepayments but before any adjustment to such
amortization schedule by reason of any bankruptcy or similar proceeding or
any
moratorium or similar waiver or grace period);
(ii) the
Subordinate Prepayment Percentage of the Non-PO Percentage of the Scheduled
Principal Balance of each Mortgage Loan which was the subject of a prepayment
in
full received by the Master Servicer during the applicable Prepayment
Period;
(iii) the
Subordinate Prepayment Percentage of the Non-PO Percentage of all partial
prepayments of principal received during the applicable Prepayment Period for
each Mortgage Loan;
(iv) the
excess, if any, of (a) the Net Liquidation Proceeds allocable to principal
received during the prior calendar month in respect of each Liquidated Mortgage
Loan over (b) the sum of the amounts distributable to the holders of the Senior
Certificates pursuant to clause (4) of the definition of “Senior Optimal
Principal Distribution Amount” and “Class PO Certificate Principal Distribution
Amount” on such Distribution Date;
(v) the
Subordinate Prepayment Percentage of the Non-PO Percentage of the sum of (a)
the
Scheduled Principal Balance of each Mortgage Loan which was repurchased by
the
Seller in connection with such Distribution Date and (b) the difference, if
any,
between the Scheduled Principal Balance of a Mortgage Loan that has been
replaced by the Seller with a substitute Mortgage Loan pursuant to the Mortgage
Loan Purchase Agreement in connection with such Distribution Date and the
Scheduled Principal Balance of such substitute Mortgage Loan; and
(vi) on
the
Distribution Date on which the Current Principal Amounts of the Senior
Certificates (other than the Class A-7, Class
X and Class PO Certificates)
have
all been reduced to zero, 100% of any Principal Distribution
Amount.
Subordinate
Percentage:
As of
any Distribution Date, 100% minus the Senior Percentage for the Senior
Certificates. The initial Subordinate Percentage will be equal to
4.04%.
Subordinate
Prepayment Percentage:
As of
any Distribution Date, 100% minus the Senior Prepayment Percentage, except
that
on any Distribution Date after the Current Principal Amount of each Class of
related Senior Certificates has each been reduced to zero, the Subordinate
Prepayment Percentage for the Subordinate Certificates will equal
100%.
Subsequent
Recoveries:
As of
any Distribution Date, amounts received by the related Servicer during the
preceding calendar month or surplus amounts held by the related Servicer to
cover estimated expenses (including, but not limited to, recoveries in respect
of the representations and warranties made by the Seller pursuant to the
Mortgage Loan Purchase Agreement) specifically related to a Liquidated Mortgage
Loan or disposition of an REO Property prior to the preceding calendar month
that resulted in a Realized Loss, after the liquidation or disposition of such
Mortgage Loan.
Substitute
Mortgage Loan:
A
mortgage loan tendered to the Trustee pursuant to the related Servicing
Agreement, the Mortgage Loan Purchase Agreement or Section 2.04 of this
Agreement, as applicable, in each case, (i) which has an Outstanding Principal
Balance not greater nor materially less than the Mortgage Loan for which it
is
to be substituted; (ii) which has a Mortgage Interest Rate and Net Mortgage
Rate
not less than, and not materially greater than, such Mortgage Loan; (iii) which
has a maturity date not materially earlier or later than such Mortgage Loan
and
not later than the latest maturity date of any Mortgage Loan; (iv) which is
of
the same property type and occupancy type as such Mortgage Loan; (v) which
has a
Loan-to-Value Ratio not greater than the Loan-to-Value Ratio of such Mortgage
Loan; (vi) which is current in payment of principal and interest as of the
date
of substitution; and (vii) as to which the payment terms do not vary in any
material respect from the payment terms of the Mortgage Loan for which it is
to
be substituted.
Tax
Administration and Tax Matters Person:
The
Trustee or any successor thereto or assignee thereof shall serve as tax
administrator hereunder and as agent for the Tax Matters Person. The Holder
of
each Class of Residual Certificates shall be the Tax Matters Person for the
related REMIC, as more particularly set forth in Section 9.12
hereof.
Termination
Purchase Price:
The
price, calculated as set forth in Section 10.01, to be paid in connection with
the repurchase of the Mortgage Loans pursuant to Section 10.01.
Transferee
Affidavit:
As
defined in Section 5.05(a).
Transferor
Affidavit:
As
defined in Section 5.05(a).
Trust
Fund:
The
corpus of the trust created by this Agreement, consisting of the Mortgage Loans
and the other assets described in Section 2.01(a).
Trustee:
U.S.
Bank National Association or its successor in interest, or any successor trustee
appointed as herein provided.
Trustee
Fee:
As to each Mortgage Loan and any Distribution Date, an amount equal to the
product of (i) the Scheduled Principal Balance of such Mortgage Loan as of
the
Due Date in the month preceding the month in which such Distribution Date occurs
and (ii) 1/12th
of the Trustee Fee Rate.
Trustee
Fee Rate:
0.005% per annum.
Trustee
Information:
As
defined in Section 3.18(c).
Uncertificated
Notional Amount:
With
respect to REMIC I Regular Interest X, the aggregate Scheduled Principal Balance
of the Mortgage Loans.
Uncertificated
Principal Balance:
With
respect to any REMIC I Regular Interest as of any Distribution Date, the initial
principal amount of such regular interest as set forth in Section 5.01(c)(i),
reduced by (i) all amounts distributed on previous Distribution Dates on such
regular interest with respect to principal and (ii) the principal portion of
all
Realized Losses allocated prior to such Distribution Date to such regular
interest, taking account of the Loss Allocation Limit.
Uninsured
Cause:
Any
cause of damage to a Mortgaged Property or related REO Property such that the
complete restoration of such Mortgaged Property or related REO Property is
not
fully reimbursable by the hazard insurance policies required to be maintained
pursuant the related Servicing Agreement, without regard to whether or not
such
policy is maintained.
United
States Person:
A
citizen or resident of the United States, a corporation or partnership
(including an entity treated as a corporation or partnership for federal income
tax purposes) created or organized in, or under the laws of, the United States
or 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 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 United States Persons, or
an
estate whose income is subject to United States federal income tax regardless
of
its source, or a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more such
United States Persons have the authority to control all substantial decisions
of
the trust. To the extent prescribed in regulations by the Secretary of the
Treasury, which have not yet been issued, a trust which was in existence on
August 20, 1996 (other than a trust treated as owned by the grantor under
subpart E of part I of subchapter J of chapter 1 of the Code) and which was
treated as a United States Person on August 20, 1996 may elect to continue
to be
treated as a United States Person notwithstanding the previous
sentence.
Xxxxx
Fargo:
Xxxxx
Fargo Bank, N.A., or its successor in interest.
Xxxxx
Fargo Servicing Agreement:
The
Master Seller’s Warranties and Servicing Agreement, dated as of November 1,
2005, between the Seller and Xxxxx Fargo, attached hereto as Exhibit I-5, and
as
modified by the related Assignment Agreement.
ARTICLE
II
Conveyance
of Mortgage Loans;
Original
Issuance of Certificates
Section
2.01 Conveyance
of Mortgage Loans to Trustee.
(a)
The
Depositor concurrently with the execution and delivery of this Agreement, sells,
transfers and assigns to the Trust without recourse all its right, title and
interest in and to (i) the Mortgage Loans identified in the Mortgage Loan
Schedule, including all interest and principal due with respect to the Mortgage
Loans after the Cut-off Date, but excluding any payments of principal and
interest due on or prior to the Cut-off Date; (ii) such assets as shall from
time to time be credited or are required by the terms of this Agreement to
be
credited to the Master Servicer Collection Account and the Distribution Account,
(iii) such assets relating to the Mortgage Loans as from time to time may be
held by the Servicers in the Protected Accounts, the Master Servicer in the
Master Servicer Collection Account and the Trustee in the Distribution Account,
(iv) any REO Property, (v) the Required Insurance Policies and any amounts
paid
or payable by the insurer under any Insurance Policy (to the extent the
mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to
the
extent provided in Subsection 2.03(a), (vii) the rights with respect to the
Servicing Agreements as assigned to the Trustee on behalf of the
Certificateholders by the Assignment Agreement and (viii) all proceeds of the
foregoing. Although it is the intent of the parties to this Agreement that
the
conveyance of the Depositor’s right, title and interest in and to the Mortgage
Loans and other assets in the Trust Fund pursuant to this Agreement shall
constitute a purchase and sale and not a loan, in the event that such conveyance
is deemed to be a loan, it is the intent of the parties to this Agreement that
the Depositor shall be deemed to have granted to the Trustee a first priority
perfected security interest in all of the Depositor’s right, title and interest
in, to and under the Mortgage Loans and other assets in the Trust Fund, and
that
this Agreement shall constitute a security agreement under applicable law.
Moreover, if for any other reason this Agreement is held or deemed to create
a
security interest in the Mortgage Loans and the other assets constituting the
Trust Fund, then it is intended as follows: (a) this Agreement shall also be
deemed to be a security agreement within the meaning of Articles 8 and 9 of
the
Uniform Commercial Code; (b) the conveyance provided for in this Section shall
be deemed to be a grant by the Depositor to the Trustee of a security interest
in all of the Depositor’s right, title and interest in and to the Mortgage Loans
and all proceeds of the conversion, voluntary or involuntary, of the foregoing
into cash, instruments, securities or other property, including without
limitation all amounts from time to time held or invested in the Distribution
Account, whether in the form of cash, instruments, securities or other property;
(c) the possession by the Trustee or its agent of the Mortgage Loans and such
other items of property as constitute instruments, money, negotiable documents
or chattel paper shall be deemed to be “possession by the secured party” for
purposes of perfecting the security interest pursuant to Section 9-305 of the
Uniform Commercial Code; (d) the Trustee shall be deemed to be the “securities
intermediary,” as such term is defined in Section 8-102(a)(14)(ii) of the New
York Uniform Commercial Code, that in the ordinary course of its business
maintains “securities accounts” for others, as such term is used in Section
8-501 of the New York Uniform Commercial Code; (e) the “securities
intermediary’s jurisdiction” as defined in the New York Uniform Commercial Code
shall be the State of New York; (f) the Trustee is not a “clearing corporation”,
as such term is defined in Section 8-102(a)(5) of the New York Uniform
Commercial Code and (g) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed to be notifications to or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the Trustee for the purpose of perfecting such security interest under
applicable law. The Depositor, the Seller and the Trustee agree that it is
not
intended that any mortgage loan be conveyed to the Trust that is either (i)
a
“High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective
November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico
Home Loan Protection Act effective January 1, 2004 (iii) a “High Cost Home
Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act
effective November 7, 2004 or (iv) a “High-Cost Home Loan” as defined by the
Indiana High Cost Home Loan Law effective January 1, 2005.
(b)
In
connection with the above transfer and assignment, the Depositor hereby
delivers, or hereby causes to be delivered, to the Custodian, as agent for
the
Trustee, with respect to each Mortgage Loan:
(i) the
original Mortgage Note, endorsed without recourse (a) to the order of the
Trustee or (b) in the case of a Mortgage Loan registered on the MERS system,
endorsed in blank, in either case showing an unbroken chain of endorsements
from
the originator thereof to the Person endorsing it to the Trustee, or lost note
affidavit together with a copy of the related Mortgage Note;
(ii) the
original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting the
presence of the MIN and language indicating that such Mortgage Loan is a MOM
Loan, which shall have been recorded (or, for Mortgage Loans other than the
EMC
Flow Loans, if the original is not available, a copy), with evidence of such
recording indicated thereon (or if clause (w) in the proviso below applies,
shall be in recordable form);
(iii) unless
the Mortgage Loan is either a MOM Loan or has been assigned in the name of
MERS,
a certified copy of the assignment (which may be in the form of a blanket
assignment if permitted in the jurisdiction in which the Mortgaged Property
is
located) to “U.S. Bank National Association, as Trustee”, with evidence of
recording with respect to each Mortgage Loan in the name of the Trustee thereon
(or if clause (w) in the proviso below applies or for Mortgage Loans with
respect to which the related Mortgaged Property is located in a state other
than
Maryland or an Opinion of Counsel has been provided as set forth in this Section
2.01(b), shall be in recordable form);
(iv) all
intervening assignments of the Security Instrument, if applicable and only
to
the extent available to the Depositor with evidence of recording
thereon;
(v) the
original or a copy of the policy or certificate of primary mortgage guaranty
insurance, to the extent available, if any;
(vi) the
original policy of title insurance or mortgagee’s certificate of title insurance
or commitment or binder for title insurance or, in the event such original
title
policy has not been received from the title insurer, such original title policy
will be delivered within one year of the Closing Date or, in the event such
original title policy is unavailable, a photocopy of such title policy or,
in
lieu thereof, a current lien search on the related Mortgaged Property;
and
(viii) originals
of all modification agreements, if applicable and available.
provided,
however,
that in
lieu of the foregoing, the Depositor may deliver to the Custodian, as agent
of
the Trustee, the following documents, under the circumstances set forth below:
(w) in lieu of the original Security Instrument (other than the Mortgages
related to the EMC Flow Loans), assignments to the Trustee or intervening
assignments thereof which have been delivered, are being delivered or will,
upon
receipt of recording information relating to the Security Instrument required
to
be included thereon, be delivered to recording offices for recording and have
not been returned to the Depositor in time to permit their delivery as specified
above, the Depositor may deliver, or cause to be delivered, a true copy thereof
with a certification, on the face of such copy, substantially as follows:
“Certified to be a true and correct copy of the original”; (x) in lieu of the
Security Instrument, assignment to the Trustee or intervening assignments
thereof, if the applicable jurisdiction retains the originals of such documents
(as evidenced by a certification from the Depositor to such effect) the
Depositor may deliver photocopies of such documents containing an original
certification by the judicial or other governmental authority of the
jurisdiction where such documents were recorded; (y) in lieu of the Mortgages
(other
than the Mortgages related to the EMC Flow Loans), assignment to the Trustee
or
in blank or intervening assignments thereof, if the applicable jurisdiction
retains the originals of such documents (as evidenced by a certification from
the Depositor to such effect) the Depositor may deliver, or cause to be
delivered, photocopies of such documents containing an original certification
by
the judicial or other governmental authority of the jurisdiction where such
documents were recorded; and
(z)
in lieu of the Mortgage Notes relating to the Mortgage Loans identified on
Exhibit 5 to the Mortgage Loan Purchase Agreement, the Depositor may deliver,
or
cause to be delivered, a lost note affidavit from the Seller; and (z) the
Depositor shall not be required to deliver intervening assignments or Mortgage
Note endorsements between the related underlying originator or underlying Seller
and the Seller, between the Seller and the Depositor, and between the Depositor
and the Trustee; and provided, further, however, that in the case of Mortgage
Loans which have been prepaid in full after the Cut-off Date and prior to the
Closing Date, the Depositor, in lieu of delivering the above documents, may
deliver, or cause to be delivered, to the Trustee or the Custodian, as its
agent, a certification to such effect and shall deposit all amounts paid in
respect of such Mortgage Loans in the Master Servicer Collection Account on
the
Closing Date. The Depositor shall deliver, or cause to be delivered, such
original documents (including any original documents as to which certified
copies had previously been delivered) to the Trustee or the Custodian, as its
agent, promptly after they are received. The Depositor shall cause the Seller,
at its expense, to cause each assignment of the Security Instrument to the
Trustee to be recorded not later than 180 days after the Closing Date, unless
(a) such recordation is not required by the Rating Agencies or an Opinion of
Counsel addressed to the Trustee has been provided to the Trustee (with a copy
to the Custodian) which states that recordation of such Security Instrument
is
not required to protect the interests of the Certificateholders in the related
Mortgage Loans or (b) MERS is identified on the Mortgage or on a properly
recorded assignment of the Mortgage as the mortgagee of record solely as nominee
for the Seller and its successor and assigns; provided, however, notwithstanding
the foregoing, each assignment shall be submitted for recording by the Seller
in
the manner described above, at no expense to the Trust or the Trustee or the
Custodian, as its agent, upon the earliest to occur of: (i) reasonable direction
by the Holders of Certificates evidencing Fractional Undivided Interests
aggregating not less than 25% of the Trust Fund, (ii) the occurrence of an
Event
of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure
relating to the Seller and (iv) the occurrence of a servicing transfer as
described in Section 8.02 hereof. Notwithstanding the foregoing, if the Seller
fails to pay the cost of recording the assignments, such expense will be paid
by
the Trustee and the Trustee shall be reimbursed for such expenses by the Trust
in accordance with Section 9.05.
Section
2.02 Acceptance
of Mortgage Loans and Underlying Certificates by Trustee.
(a) The
Trustee acknowledges the sale, transfer and assignment of the Trust Fund to
it
by the Depositor and receipt of, subject to further review and the exceptions
which may be noted pursuant to the procedures described below, and declares that
it holds, the documents (or certified copies thereof) delivered to the
Custodian, as its agent, pursuant to Section 2.01(b), and declares that it
will
continue to hold those documents and any amendments, replacements or supplements
thereto and all other assets of the Trust Fund delivered to it as Trustee in
trust for the use and benefit of all present and future Holders of the related
Certificates. On the Closing Date, the Custodian, with respect to the Mortgage
Loans, shall acknowledge with respect to each Mortgage Loan by delivery to
the
Depositor, the Seller, the Master Servicer and the Trustee of an Initial
Certification receipt of the Mortgage File, but without review of such Mortgage
File, except to the extent necessary to confirm that such Mortgage File contains
the related Mortgage Note or lost note affidavit. No later than 90 days after
the Closing Date (or, with respect to any Substitute Mortgage Loan, within
five
Business Days after the receipt by the Trustee or Custodian thereof), the
Trustee agrees, for the benefit of the related Certificateholders, to review
or
cause to be reviewed by the Custodian on its behalf (under the Custodial
Agreement), each Mortgage File delivered to it and to execute and deliver,
or
cause to be executed and delivered, to the Depositor, the Seller, the Master
Servicer and the Trustee an Interim Certification. In conducting such review,
the Trustee or Custodian will ascertain whether all required documents have
been
executed and received, and based on the Mortgage Loan Schedule, whether those
documents relate, determined on the basis of the Mortgagor name, original
principal balance and loan number, to the Mortgage Loans it has received, as
identified in the Mortgage Loan Schedule. In performing any such review, the
Trustee or the Custodian, as its agent, may conclusively rely on the purported
due execution and genuineness of any such document and on the purported
genuineness of any signature thereon. If the Trustee or the Custodian, as its
agent, finds any document constituting part of the Mortgage File has not been
executed or received, or to be unrelated, determined on the basis of the
Mortgagor name, original principal balance and loan number, to the Mortgage
Loans identified in Exhibit B or to appear defective on its face (a “Material
Defect”), the Trustee or the Custodian, as its agent, shall promptly notify the
Seller. In accordance with the Mortgage Loan Purchase Agreement, the Seller
shall correct or cure any such defect within ninety (90) days from the date
of
notice from the Trustee or the Custodian, as its agent, of the defect and if
the
Seller fails to correct or cure the defect within such period, and such defect
materially and adversely affects the interests of the related Certificateholders
in the related Mortgage Loan, the Trustee shall enforce the Seller’s obligation
under the Mortgage Loan Purchase Agreement to, within 90 days from the Trustee’s
or the Custodian’s notification, provide a Substitute Mortgage Loan (if within
two years of the Closing Date) or purchase such Mortgage Loan at the Purchase
Price; provided that, if such defect would cause the Mortgage Loan to be other
than a “qualified mortgage” as defined in Section 860G(a)(3) of the Code, any
such cure or repurchase must occur within 90 days from the date such breach
was
discovered; provided, however, that if such defect relates solely to the
inability of the Seller to deliver the original Security Instrument or
intervening assignments thereof, or a certified copy because the originals
of
such documents, or a certified copy have not been returned by the applicable
jurisdiction, the Seller shall not be required to purchase such Mortgage Loan
if
the Seller delivers such original documents or certified copy promptly upon
receipt, but in no event later than 360 days after the Closing Date. The
foregoing repurchase obligation shall not apply in the event that the Seller
cannot deliver such original or copy of any document submitted for recording
to
the appropriate recording office in the applicable jurisdiction because such
document has not been returned by such office; provided that the Seller shall
instead deliver a recording receipt of such recording office or, if such receipt
is not available, a certificate confirming that such documents have been
accepted for recording, and delivery to the Trustee or the Custodian, as its
agent, shall be effected by the Seller within thirty days of its receipt of
the
original recorded document.
(b) No
later
than 180 days after the Closing Date, the Trustee or the Custodian, as its
agent, will review, for the benefit of the Certificateholders, the Mortgage
Files delivered to it and will execute and deliver or cause to be executed
and
delivered to the Depositor, the Seller, the Master Servicer and the Trustee
a
Final Certification. In conducting such review, the Trustee or the Custodian,
as
its agent, will ascertain whether an original of each document required to
be
recorded has been returned from the recording office with evidence of recording
thereon or a certified copy has been obtained from the recording office. If
the
Trustee or the Custodian, as its agent, finds a Material Defect, the Trustee
or
the Custodian, as its agent, shall promptly notify the Seller (provided,
however, that with respect to those documents described in subsections (b)(iv)
and (viii) of Section 2.01, the Trustee’s and Custodian’s obligations shall
extend only to the documents actually delivered to the Custodian pursuant to
such subsections). In accordance with the Mortgage Loan Purchase Agreement,
the
Seller shall correct or cure any such defect within 90 days from the date of
notice from the Trustee or the Custodian, as its agent, of the Material Defect
and if the Seller is unable to cure such defect within such period, and if
such
defect materially and adversely affects the interests of the related
Certificateholders in the related Mortgage Loan, the Trustee shall enforce
the
Seller’s obligation under the Mortgage Loan Purchase Agreement to, within 90
days from the Trustee’s or Custodian’s notification, provide a Substitute
Mortgage Loan (if within two years of the Closing Date) or purchase such
Mortgage Loan at the Purchase Price, provided that, if such defect would cause
the Mortgage Loan to be other than a “qualified mortgage” as defined in Section
860G(a)(3) of the Code, any such cure, repurchase or substitution must occur
within 90 days from the date such breach was discovered, provided, however,
that
if such defect relates solely to the inability of the Seller to deliver the
original Security Instrument or intervening assignments thereof, or a certified
copy, because the originals of such documents or a certified copy, have not
been
returned by the applicable jurisdiction, the Seller shall not be required to
purchase such Mortgage Loan, if the Seller delivers such original documents
or
certified copy promptly upon receipt, but in no event later than 360 days after
the Closing Date. The foregoing repurchase obligation shall not apply in the
event that the Seller cannot deliver such original or copy of any document
submitted for recording to the appropriate recording office in the applicable
jurisdiction because such document has not been returned by such office;
provided that the Seller shall instead deliver a recording receipt of such
recording office or, if such receipt is not available, a certificate confirming
that such documents have been accepted for recording, and delivery to the
Trustee or the Custodian, as its agent, shall be effected by the Seller within
thirty days of its receipt of the original recorded document.
(c) In
the
event that a Mortgage Loan is purchased by the Seller in accordance with
Subsections 2.02(a) or (b) above, the Seller shall remit to the Master Servicer
the Purchase Price for deposit in the Master
Servicer Collection Account
and the
Seller shall provide to the Trustee written notification detailing the
components of the Purchase Price. Upon deposit of the Purchase Price in the
Master Servicer Collection Account, the Depositor shall notify the Trustee
and
the Custodian, as agent of the Trustee (upon receipt of a Request for Release
in
the form of Exhibit D attached hereto with respect to such Mortgage Loan),
shall
release to the Seller the related Mortgage File and the Trustee shall execute
and deliver all instruments of transfer or assignment, without recourse,
representation or warranty, furnished to it by the Seller, as are necessary
to
vest in the Seller title to and rights under the Mortgage Loan. Such purchase
shall be deemed to have occurred on the date on which the Purchase Price in
immediately available funds is received by the Trustee. The Master Servicer
shall amend the Mortgage Loan Schedule to reflect such repurchase and shall
promptly notify the Rating Agencies, the Seller and the Trustee of such
amendment. The obligation of the Seller to repurchase or substitute for any
Mortgage Loan a Substitute Mortgage Loan as to which such a defect in a
constituent document exists shall be the sole remedy respecting such defect
available to the related Certificateholders or to the Trustee on their
behalf.
Section
2.03 Assignment
of Interest in the Mortgage Loan Purchase Agreement.
(a) The
Depositor hereby assigns to the Trustee, on behalf of the Certificateholders
of
the Certificates, all of its right, title and interest in the Mortgage Loan
Purchase Agreement, including but not limited to the Depositor’s rights and
obligations pursuant to the Servicing Agreements (noting that the Seller has
retained the right in the event of breach of the representations, warranties
and
covenants, if any, with respect to the related Mortgage Loans of the
related
Servicer
under the related Servicing Agreement to enforce the provisions thereof and
to
seek all or any available remedies). The obligations of the Seller to substitute
or repurchase, as applicable, a Mortgage Loan shall be the Trustee’s and the
related Certificateholders’ sole remedy for any breach thereof. At the request
of the Trustee, the Depositor shall take such actions as may be necessary to
enforce the above right, title and interest on behalf of the Trustee and the
Certificateholders or shall execute such further documents as the Trustee may
reasonably require in order to enable the Trustee to carry out such
enforcement.
(b) If
the
Depositor or the Trustee discovers a breach of any of the representations and
warranties set forth in the Mortgage Loan Purchase Agreement, which breach
materially and adversely affects the value of the interests of related
Certificateholders or the Trustee in the related Mortgage Loan, the party
discovering the breach shall give prompt written notice of the breach to the
other parties to this Agreement. The Seller, within 90 days of its discovery
or
receipt of notice that such breach has occurred (whichever occurs earlier),
shall cure the breach in all material respects or, subject to the Mortgage
Loan
Purchase Agreement or Section 2.04 of this Agreement, as applicable, shall
purchase the Mortgage Loan or any property acquired with respect thereto from
the Trustee; provided, however, that if there is a breach of any representation
set forth in the Mortgage Loan Purchase Agreement or Section 2.04 of this
Agreement, as applicable, and the Mortgage Loan or the related property acquired
with respect thereto has been sold, then the Seller shall pay, in lieu of the
Purchase Price, any excess of the Purchase Price over the Net Liquidation
Proceeds received upon such sale. If the Net Liquidation Proceeds exceed the
Purchase Price, any excess shall be paid to the Seller to the extent not
required by law to be paid to the borrower. Any such purchase by the Seller
shall be made by providing an amount equal to the Purchase Price to the Master
Servicer for deposit in the Master Servicer Collection Account and written
notification detailing the components of such Purchase Price to the Master
Servicer. The Depositor shall notify the Trustee and submit to the Custodian,
as
agent for the Trustee, a Request for Release, and the Custodian shall release,
or the Trustee shall cause the Custodian to release, to the Seller the related
Mortgage File and the Trustee shall execute and deliver all instruments of
transfer or assignment furnished to it by the Seller, without recourse,
representation or warranty as are necessary to vest in the Seller title to
and
rights under the Mortgage Loan or any property acquired with respect thereto.
Such purchase shall be deemed to have occurred on the date on which the Purchase
Price in available funds is received by the Trustee. The Master Servicer shall
amend the Mortgage Loan Schedule to reflect such repurchase and shall promptly
notify the Seller, the Trustee and the Rating Agencies of such amendment.
Enforcement of the obligation of the Seller to purchase (or substitute a
Substitute Mortgage Loan for) any Mortgage Loan or any property acquired with
respect thereto (or pay the Purchase Price as set forth in the above proviso)
as
to which a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders or the Trustee
on their behalf.
In
connection with any repurchase of a Mortgage Loan or the cure of a breach of
a
representation or warranty set forth in Section 7 of the Mortgage Loan Purchase
Agreement pursuant to this Section 2.03, the Seller shall, or cause the related
Servicer to, furnish to
the Trustee an officer’s certificate,
signed by a duly authorized officer of the Seller or the related Servicer,
as
the case may be, to the effect that such repurchase or cure has been made in
accordance with the terms and conditions of this Agreement and that all
conditions precedent to such repurchase or cure have been satisfied, including,
in the case of a repurchase, the delivery to the Trustee of the Purchase Price
or the excess of the Purchase Price over the Net Liquidation Proceeds, if
applicable, for deposit into the Distribution Account, together with copies
of
the Opinion of Counsel, if any, required to be delivered pursuant to Section
2.08 and the related Request for Release, on which the Trustee may rely. Solely
for purposes of the Trustee providing an Assessment of Compliance, upon receipt
of the documentation specified in the preceding sentence, the Trustee shall
approve such repurchase or cure, as applicable, and which approval shall be
based solely on the Trustee’s receipt of such documentation and deposits, if
applicable. It
is
understood and agreed that the obligation under this Agreement of the Seller
to
cure the breach of a representation or warranty set forth in Section 7 of the
Mortgage Loan Purchase Agreement or to repurchase or substitute any Mortgage
Loan as to which a breach has occurred and is continuing shall constitute the
sole remedies against the Seller respecting such breach available to
Certificateholders, the Depositor or the Trustee.
Section
2.04 Substitution
of Mortgage Loans.
Notwithstanding
anything to the contrary in this Agreement, in lieu of purchasing a Mortgage
Loan pursuant to the Mortgage Loan Purchase Agreement or Sections 2.02 or 2.03
of this Agreement, the Seller may, no later than the date by which such purchase
by the Seller would otherwise be required, tender to the Trustee a Substitute
Mortgage Loan accompanied by a certificate of an authorized officer of the
Seller that such Substitute Mortgage Loan conforms to the requirements set
forth
in the definition of “Substitute Mortgage Loan” in this Agreement; provided,
however, that substitution pursuant to the Mortgage Loan Purchase Agreement
or
Section 2.04 of this Agreement, as applicable, in lieu of purchase shall not
be
permitted after the termination of the two-year period beginning on the Startup
Day; provided, further, that if the breach would cause the Mortgage Loan to
be
other than a “qualified mortgage” as defined in Section 860G(a)(3) of the Code,
any such cure or substitution must occur within 90 days from the date the breach
was discovered. The Custodian, as agent for the Trustee, shall examine the
Mortgage File for any Substitute Mortgage Loan in the manner set forth in
Section 2.02(a) and the Trustee or the Custodian, as its agent, shall notify
the
Seller, in writing, within five Business Days after receipt, whether or not
the
documents relating to the Substitute Mortgage Loan satisfy the requirements
of
Subsection 2.02(a). Within two Business Days after such notification, the Seller
shall provide to the Trustee for deposit in the Distribution Account the amount,
if any, by which the Outstanding Principal Balance as of the next preceding
Due
Date of the Mortgage Loan for which substitution is being made, after giving
effect to the Scheduled Principal due on such date, exceeds the Outstanding
Principal Balance as of such date of the Substitute Mortgage Loan, after giving
effect to Scheduled Principal due on such date, which amount shall be treated
for the purposes of this Agreement as if it were the payment by the Seller
of
the Purchase Price for the purchase of a Mortgage Loan by the Seller. After
such
notification to the Seller and, if any such excess exists, upon receipt of
such
deposit, the Trustee shall accept such Substitute Mortgage Loan which shall
thereafter be deemed to be a Mortgage Loan hereunder. In the event of such
a
substitution, accrued interest on the Substitute Mortgage Loan for the month
in
which the substitution occurs and any Principal Prepayments made thereon during
such month shall be the property of the Trust Fund and accrued interest for
such
month on the Mortgage Loan for which the substitution is made and any Principal
Prepayments made thereon during such month shall be the property of the Seller.
The Scheduled Principal on a Substitute Mortgage Loan due on the Due Date in
the
month of substitution shall be the property of the Seller and the Scheduled
Principal on the Mortgage Loan for which the substitution is made due on such
Due Date shall be the property of the Trust Fund. Upon acceptance of the
Substitute Mortgage Loan (and delivery to the Custodian of a Request for Release
for such Mortgage Loan), the Custodian, as agent for the Trustee, shall release
to the Seller the related Mortgage File related to any Mortgage Loan released
pursuant to the Mortgage Loan Purchase Agreement or Section 2.04 of this
Agreement, as applicable, and shall execute and deliver all instruments of
transfer or assignment, without recourse, representation or warranty in form
as
provided to it as are necessary to vest in the Seller title to and rights under
any Mortgage Loan released pursuant to the Mortgage Loan Purchase Agreement
or
Section 2.04 of this Agreement, as applicable. The Seller shall deliver to
the
Custodian the documents related to the Substitute Mortgage Loan in accordance
with the provisions of the Mortgage Loan Purchase Agreement or Subsections
2.01(b) and 2.02(b) of this Agreement, as applicable, with the date of
acceptance of the Substitute Mortgage Loan deemed to be the Closing Date for
purposes of the time periods set forth in those Subsections. The representations
and warranties set forth in the Mortgage Loan Purchase Agreement shall be deemed
to have been made by the Seller with respect to each Substitute Mortgage Loan
as
of the date of acceptance of such Mortgage Loan by the Trustee. The Master
Servicer shall amend the Mortgage Loan Schedule to reflect such substitution
and
shall provide a copy of such amended Mortgage Loan Schedule to the Seller,
the
Trustee and the Rating Agencies.
In
connection with any substitution of a Mortgage Loan pursuant to this Section
2.04, the Seller shall, or cause the related Servicer to, furnish to the Trustee
an officer’s certificate, signed by a duly authorized officer of the Seller or
the related Servicer, as the case may be, to the effect that such substitution
has been made in accordance with the terms and conditions of this Agreement
and
that all conditions precedent to such substitution have been satisfied, together
with copies of the Opinion of Counsel, if any, required to be delivered pursuant
to Section 2.08 and the related Request for Release, on which the Trustee may
rely. Solely for purposes of the Trustee providing an Assessment of Compliance,
upon receipt of the deposit specified in the preceding paragraph, if applicable,
and the documentation specified in the preceding sentence, the Trustee shall
approve such substitution and which approval shall be based solely on the
Trustee’s receipt of such documentation and deposits. It is understood and
agreed that the obligation under this Agreement of the Seller to substitute
any
Mortgage Loan as to which a breach has occurred and is continuing shall
constitute the sole remedies against the Seller respecting such breach available
to Certificateholders, the Depositor or the Trustee.
Section
2.05 Issuance
of Certificates.
(a) The
Trustee acknowledges the assignment to it of the Mortgage Loans and the other
assets comprising the Trust Fund and, concurrently therewith, the Trustee has
signed, and countersigned and delivered to the Depositor, in exchange therefor,
the Certificates in such authorized denominations representing such Fractional
Undivided Interests as the Depositor has requested. The Trustee agrees that
it
will hold the Mortgage Loans and such other assets as may from time to time
be
delivered to it segregated on the books of the Trustee in trust for the benefit
of the related Certificateholders.
(b) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
I Regular Interests and the other assets of REMIC II for the benefit of the
Holders of the Regular Certificates and the Class R-2 Certificates. The Trustee
acknowledges receipt of the REMIC I Regular Interests (which are uncertificated)
and the other assets of REMIC II and declares that it holds and will hold the
same in trust for the exclusive use and benefit of the holders of the Regular
Certificates and the Class R-2 Certificates.
Section
2.06 Representations
and Warranties Concerning the Depositor.
The
Depositor hereby represents and warrants to the Trustee and the Master Servicer
as follows:
(a) the
Depositor (i) is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and (ii) is qualified and
in
good standing as a foreign corporation to do business in each jurisdiction
where
such qualification is necessary, except where the failure so to qualify would
not reasonably be expected to have a material adverse effect on the Depositor’s
business as presently conducted or on the Depositor’s ability to enter into this
Agreement and to consummate the transactions contemplated hereby;
(b) the
Depositor has full corporate power to own its property, to carry on its business
as presently conducted and to enter into and perform its obligations under
this
Agreement;
(c) the
execution and delivery by the Depositor of this Agreement have been duly
authorized by all necessary corporate action on the part of the Depositor;
and
neither the execution and delivery of this Agreement, nor the consummation
of
the transactions herein contemplated, nor compliance with the provisions hereof,
will conflict with or result in a breach of, or constitute a default under,
any
of the provisions of any law, governmental rule, regulation, judgment, decree
or
order binding on the Depositor or its properties or the articles of
incorporation or by-laws of the Depositor, except those conflicts, breaches
or
defaults which would not reasonably be expected to have a material adverse
effect on the Depositor’s ability to enter into this Agreement and to consummate
the transactions contemplated hereby;
(d) the
execution, delivery and performance by the Depositor of this Agreement and
the
consummation of the transactions contemplated hereby do not require the consent
or approval of, the giving of notice to, the registration with, or the taking
of
any other action in respect of, any state, federal or other governmental
authority or agency, except those consents, approvals, notices, registrations
or
other actions as have already been obtained, given or made;
(e) this
Agreement has been duly executed and delivered by the Depositor and, assuming
due authorization, execution and delivery by the other parties hereto,
constitutes a valid and binding obligation of the Depositor enforceable against
it in accordance with its terms (subject to applicable bankruptcy and insolvency
laws and other similar laws affecting the enforcement of the rights of creditors
generally);
(f) there
are
no actions, suits or proceedings pending or, to the knowledge of the Depositor,
threatened against the Depositor, before or by any court, administrative agency,
arbitrator or governmental body (i) with respect to any of the transactions
contemplated by this Agreement or (ii) with respect to any other matter which
in
the judgment of the Depositor will be determined adversely to the Depositor
and
will if determined adversely to the Depositor materially and adversely affect
the Depositor’s ability to enter into this Agreement or perform its obligations
under this Agreement; and the Depositor is not in default with respect to any
order of any court, administrative agency, arbitrator or governmental body
so as
to materially and adversely affect the transactions contemplated by this
Agreement;
(g) The
Depositor has filed all reports required to be filed by Section 13 or Section
15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the Depositor was required to file such reports) and it has been
subject to such filing requirements for the past 90 days; and
(h) immediately
prior to the transfer and assignment to the Trustee, each Mortgage Note and
each
Mortgage were not subject to an assignment or pledge, and the Depositor had
good
and marketable title to and was the sole owner thereof and had full right to
transfer and sell such Mortgage Loan to the Trustee free and clear of any
encumbrance, equity, lien, pledge, charge, claim or security
interest.
Section
2.07 Representations
and Warranties of EMC.
EMC,
in
its capacity as Seller and Master Servicer, hereby represents and warrants
to
the Depositor and the Trustee as follows, as of the Closing Date:
(a) EMC
is
duly organized as a Delaware corporation and is validly existing and in good
standing under the laws of the State of Delaware and is duly authorized and
qualified to transact any and all business contemplated by this Agreement to
be
conducted by EMC 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, to
sell the Mortgage Loans in accordance with the terms of the Mortgage Loan
Purchase Agreement and to perform any of its other obligations under this
Agreement in accordance with the terms hereof.
(b) EMC
has
the full corporate power and authority to sell each Mortgage Loan, and to
execute, deliver and perform, and to enter into and consummate the transactions
contemplated by this Agreement and has duly authorized by all necessary
corporate action on the part of EMC the execution, delivery and performance
of
this Agreement, assuming the due authorization, execution and delivery hereof
by
the other parties hereto or thereto, as applicable, constitutes a legal, valid
and binding obligation of EMC, enforceable against EMC in accordance with its
terms, except that (a) the enforceability hereof may be limited by bankruptcy,
insolvency, moratorium, receivership and other similar laws relating to
creditors’ rights generally and (b) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.
(c) The
execution and delivery of this Agreement by EMC, the sale of the Mortgage Loans
by EMC under the Mortgage Loan Purchase Agreement, the consummation of any
other
of the transactions contemplated by this Agreement, and the fulfillment of
or
compliance with the terms hereof and thereof are in the ordinary course of
business of EMC and will not (A) result in a material breach of any term or
provision of the charter or by-laws of EMC 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 EMC is a party or by which
it may be bound, or (C) constitute a violation of any statute, order or
regulation applicable to EMC of any court, regulatory body, administrative
agency or governmental body having jurisdiction over EMC; and EMC is not in
breach or violation of any material indenture or other material agreement or
instrument, or in violation of any statute, order or regulation of any court,
regulatory body, administrative agency or governmental body having jurisdiction
over it which breach or violation may materially impair EMC’s ability to perform
or meet any of its obligations under this Agreement.
(d) EMC
is an
approved Seller of conventional mortgage loans for Xxxxxx Xxx and Xxxxxxx Mac
and is a mortgagee approved by the Secretary of Housing and Urban Development
pursuant to sections 203 and 211 of the National Housing Act.
(e) No
litigation is pending or, to the best of EMC’s knowledge, threatened, against
EMC that would materially and adversely affect the execution, delivery or
enforceability of this Agreement or the ability of EMC to sell the Mortgage
Loans or to perform any of its other obligations under this Agreement in
accordance with the terms hereof or thereof.
(f) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by EMC of, or
compliance by EMC with, this Agreement or the consummation of the transactions
contemplated hereby, or if any such consent, approval, authorization or order
is
required, EMC has obtained the same.
(g) With
respect to each Mortgage Loan as of the Closing Date (or such other date as
may
be specified in Section 7 of the Mortgage Loan Purchase Agreement), EMC, as
Seller, hereby remakes and restates each of the representations and warranties
set forth in Section 7 of the Mortgage Loan Purchase Agreement to the Depositor
and the Trustee to the same extent as if fully set forth herein.
Upon
discovery by any of the parties hereto of a breach of a representation or
warranty set forth in the Mortgage Loan Purchase Agreement with respect to
the
Mortgage Loans that materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach
shall
give prompt written notice thereof to the other parties. EMC, in its capacity
as
Seller, hereby covenants with respect to the representations and warranties
set
forth in the Mortgage Loan Purchase Agreement with respect to the Mortgage
Loans, that within 90 days of the discovery of a breach of any representation
or
warranty set forth therein that materially and adversely affects the interests
of the Certificateholders in any Mortgage Loan, it shall cure such breach in
all
material respects and, if such breach is not so cured, (i) if such 90 day period
expires prior to the second anniversary of the Closing Date, remove such
Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund and substitute in
its place a Replacement Mortgage Loan, in the manner and subject to the
conditions set forth in this Section; or (ii) repurchase the affected Mortgage
Loan or Mortgage Loans from the Trustee at the Purchase Price in the manner
set
forth below; provided that any such substitution pursuant to (i) above or
repurchase pursuant to (ii) above shall not be effected prior to the delivery
to
the Trustee of an Opinion of Counsel if required by Section 2.08 hereof and
any
such substitution pursuant to (i) above shall not be effected prior to the
additional delivery to the applicable Custodian of a Request for Release;
provided further that, if such breach would cause the Mortgage Loan to be other
than a “qualified mortgage” as defined in Section 860G(a)(3) of the Code, any
such cure, repurchase or substitution must occur within 90 days from the date
such breach was discovered. The Trustee shall give prompt written notice to
the
parties hereto of EMC’s failure to cure such breach as set forth in the
preceding sentence. EMC shall promptly reimburse the Master Servicer and the
Trustee for any expenses reasonably incurred by the Master Servicer or the
Trustee in respect of enforcing the remedies for such breach. To enable the
Master Servicer to amend the Mortgage Loan Schedule, EMC shall, unless it cures
such breach in a timely fashion pursuant to this Section 2.07, promptly notify
the Master Servicer whether it intends either to repurchase, or to substitute
for, the Mortgage Loan affected by such breach. With respect to the
representations and warranties with respect to the Mortgage Loans that are
made
to the best of EMC’s knowledge, if it is discovered by any of the Depositor, the
Master Servicer, EMC or the Trustee that the substance of such representation
and warranty is inaccurate and such inaccuracy materially and adversely affects
the value of the related Mortgage Loan, notwithstanding EMC’s lack of knowledge
with respect to the substance of such representation or warranty, EMC (in its
capacity as Seller) shall nevertheless be required to cure, substitute for
or
repurchase the affected Mortgage Loan in accordance with the
foregoing.
With
respect to any Replacement Mortgage Loan or Loans, EMC (in its capacity as
Seller) shall deliver to the Trustee or the related Custodian on its behalf
for
the benefit of the Certificateholders such documents and agreements as are
required by Section 2.01. No substitution will be made in any calendar month
after the Determination Date for such month. Notwithstanding the foregoing,
such
substitution must be done within two years of the Closing Date. Scheduled
Payments due with respect to Replacement Mortgage Loans in the Due Period
related to the Distribution Date on which such proceeds are to be distributed
shall not be part of the Trust Fund and will be retained by EMC (in its capacity
as Seller). For the month of substitution, distributions to Certificateholders
will include the Scheduled Payment due on any Deleted Mortgage Loan for the
related Due Period and thereafter EMC (in its capacity as Seller) shall be
entitled to retain all amounts received in respect of such Deleted Mortgage
Loan. The Master Servicer shall amend the Mortgage Loan Schedule for the benefit
of the Certificateholders to reflect the removal of each such Deleted Mortgage
Loan and the substitution of the Replacement Mortgage Loan or Loans and the
Master Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee
and the related Custodian. Upon such substitution, the Replacement Mortgage
Loan
or Loans shall be subject to the terms of this Agreement in all respects, and
EMC shall be deemed to have made with respect to such Replacement Mortgage
Loan
or Loans, as of the date of substitution, the representations and warranties
set
forth in Section 7 or Section 8 of the Mortgage Loan Purchase Agreement with
respect to such Mortgage Loan. Upon any such substitution and the deposit into
the Master Servicer Collection Account of the amount required to be deposited
therein in connection with such substitution as described in the following
paragraph and receipt by the related Custodian of a Request for Release for
such
Mortgage Loan, the related Custodian shall release to EMC the Mortgage File
relating to such Deleted Mortgage Loan and held for the benefit of the
Certificateholders and the Trustee shall execute and deliver at EMC’s direction
such instruments of transfer or assignment as have been prepared by EMC, in
each
case without recourse, representation or warranty as shall be necessary to
vest
in EMC, or its respective designee, title to the Trustee’s interest in any
Deleted Mortgage Loan substituted for pursuant to this Section
2.07.
For
any
month in which EMC substitutes one or more Replacement Mortgage Loans for a
Deleted Mortgage Loan, the Master Servicer will determine the amount (if any)
by
which the aggregate principal balance of all the Replacement Mortgage Loans
as
of the date of substitution is less than the Stated Principal Balance (after
application of the principal portion of the Scheduled Payment due in the month
of substitution) of such Deleted Mortgage Loan. An amount equal to the aggregate
of such deficiencies, described in the preceding sentence for any Distribution
Date (such amount, the “Substitution Adjustment Amount”) shall be deposited into
the Master Servicer Collection Account, by EMC upon its delivering such
Replacement Mortgage Loan on the Determination Date for the Distribution Date
relating to the Prepayment Period during which the related Mortgage Loan became
required to be purchased or replaced hereunder.
In
the
event that EMC (in its capacity as Seller) shall have repurchased a Mortgage
Loan, the Purchase Price therefor shall be deposited into the Master Servicer
Collection Account maintained by the Master Servicer, on the Determination
Date
for the Distribution Date in the month following the month during which EMC
became obligated to repurchase or replace such Mortgage Loan and upon such
deposit of the Purchase Price, the delivery of an Opinion of Counsel if required
by Section 2.08 and the receipt of a Request for Release, the related Custodian
shall release the related Mortgage File held for the benefit of the
Certificateholders to EMC, and the Trustee shall execute and deliver at such
Person’s direction the related instruments of transfer or assignment prepared by
EMC, in each case without recourse, representation or warranty, as shall be
necessary to transfer title from the Trustee for the benefit of the
Certificateholders and transfer the Trustee’s interest to EMC to any Mortgage
Loan purchased pursuant to this Section 2.07. It is understood and agreed that
the obligation under this Agreement of EMC to cure, repurchase or replace any
Mortgage Loan as to which a breach has occurred and is continuing shall
constitute the sole remedies against EMC (in its capacity as Seller) respecting
such breach available to the Certificateholders, the Depositor or the
Trustee.
The
representations and warranties set forth in this Section 2.07 hereof shall
survive delivery of the respective Mortgage Loans and Mortgage Files to the
Trustee or the related Custodian for the benefit of the
Certificateholders.
Section
2.08 Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases.
Notwithstanding
any contrary provision of this Agreement, with respect to any Mortgage Loan
that
is not in default or as to which default is not imminent, no repurchase or
substitution pursuant to Sections 2.02, 2.03, 2.04 or 2.07 shall be made unless
the Seller delivers to the Trustee an Opinion of Counsel, addressed to the
Trustee, to the effect that such repurchase or substitution would not (i) result
in the imposition of the tax on “prohibited transactions” of any REMIC or
contributions after the Closing Date, as defined in Sections 860F(a)(2) and
860G(d) of the Code, respectively, or (ii) cause any REMIC to fail to qualify
as
a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan
as
to which repurchase or substitution was delayed pursuant to this paragraph
shall
be repurchased or the substitution therefor shall occur (subject to compliance
with Sections 2.02, 2.03, 2.04 or 2.07) upon the earlier of (a) the occurrence
of a default or imminent default with respect to such Mortgage Loan and (b)
receipt by the Trustee of an Opinion of Counsel addressed to the Trustee to
the
effect that such repurchase or substitution, as applicable, will not result
in
the events described in clause (i) or clause (ii) of the preceding
sentence.
ARTICLE
III
Administration
of the Trust Fund and Servicing of Mortgage Loans
Section
3.01 Master
Servicer.
The
Master Servicer shall supervise, monitor and oversee the obligation of the
Servicers to service and administer the Mortgage Loans in accordance with the
terms of the applicable Servicing Agreement and shall have full power and
authority to do any and all things which it may deem necessary or desirable
in
connection with such master servicing and administration. In performing its
obligations hereunder, the Master Servicer shall act in a manner consistent
with
Accepted Master Servicing Practices. Furthermore, the Master Servicer shall
oversee and consult with each Servicer as necessary from time-to-time to carry
out the Master Servicer’s obligations hereunder, shall receive, review and
evaluate all reports, information and other data provided to the Master Servicer
by each Servicer and shall cause each Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by such
Servicer under its applicable Servicing Agreement. The Master Servicer shall
independently and separately monitor the Servicer’s servicing activities with
respect to each Mortgage Loan, reconcile the results of such monitoring with
such information provided in the previous sentence on a monthly basis and
coordinate corrective adjustments to the Servicers’ and Master Servicer’s
records, and based on such reconciled and corrected information, the Master
Servicer shall provide such information to the Trustee, in
the
form of Exhibit R attached hereto and as
shall
be necessary in order for it to prepare the statements specified in Section
6.05(a) by
12:00
p.m. CST on the 5th Business Day prior to each Distribution Date,
and
prepare any other information and statements required to be forwarded by the
Master Servicer hereunder; provided, however, in no event shall the Master
Servicer be required to provide such information to the Trustee earlier than
12:00 p.m. CST on the 19th
calendar
day of the month. The Master Servicer shall reconcile the results of its
Mortgage Loan monitoring with the actual remittances of the Servicers pursuant
to the applicable Servicing Agreement. The Master Servicer shall be entitled
to
conclusively rely on the Mortgage Loan data provided by the related Servicer
and
shall have no liability for any errors in such Mortgage Loan data.
In
addition to the foregoing, in connection with a modification of any Mortgage
Loan by a Servicer, if the Master Servicer is unable to enforce the obligations
of the Servicer with respect to such modification, the Master Servicer shall
notify the Depositor of such Servicer’s failure to comply with the terms of the
Servicing Agreement or this Agreement. If the Servicing Agreement requires
the
approval of the Master Servicer for a modification to a Mortgage Loan, the
Master Servicer shall approve such modification if, based upon its receipt
of
written notification from the related Servicer outlining the terms of such
modification and appropriate supporting documentation, the Master Servicer
determines that the modification is permitted under the terms of the Servicing
Agreement and that any conditions to such modification set forth in the
Servicing Agreement have been satisfied. Furthermore, if the Servicing Agreement
requires the oversight and monitoring of loss mitigation measures with respect
to the related Mortgage Loans, the Master Servicer will monitor any loss
mitigation procedure or recovery action related to a defaulted Mortgage Loan
(to
the extent it receives notice of such from the related Servicer) and confirm
that such loss mitigation procedure or recovery action is initiated, conducted
and concluded in accordance with any timeframes and any other requirements
set
forth in the Servicing Agreement, and the Master Servicer shall notify the
Depositor in any case in which the Master Servicer believes that the related
Servicer is not complying with such timeframes and/or other
requirements.
The
Trustee shall furnish the Servicers and the Master Servicer with any powers
of
attorney substantially in the form of Exhibit P hereto and upon written request
from a Servicing Officer other documents in form as provided to it necessary
or
appropriate to enable the Servicers and the Master Servicer to service and
administer the Mortgage Loans and REO Property. The Trustee shall be indemnified
by the Master Servicer for any costs, liabilities or expenses incurred by it
in
connection with such powers of attorney.
The
Trustee or the Custodian shall provide access to the records and documentation
in possession of the Trustee regarding the Mortgage Loans and REO Property
and
the servicing thereof to the related Certificateholders, the FDIC, and the
supervisory agents and examiners of the FDIC, such access being afforded only
upon reasonable prior written request and during normal business hours at the
office of the Trustee; provided, however, that, unless otherwise required by
law, the Trustee shall not be required to provide access to such records and
documentation if the provision thereof would violate the legal right to privacy
of any Mortgagor. The Trustee shall allow representatives of the above entities
to photocopy any of the records and documentation and shall provide equipment
for that purpose at a charge that covers the Trustee’s actual
costs.
The
Trustee shall execute upon the related Servicer’s written instruction (which
includes the documents to be signed) and deliver to the related Servicer and
the
Master Servicer any court pleadings, requests for trustee’s sale or other
appropriate documents necessary or desirable to (i) the foreclosure or trustee’s
sale with respect to a Mortgaged Property; (ii) any legal action brought to
obtain judgment against any Mortgagor on the Mortgage Note or Security
Instrument; (iii) obtain a deficiency judgment against the Mortgagor; or (iv)
enforce any other rights or remedies provided by the Mortgage Note or Security
Instrument or otherwise available at law or equity.
Section
3.02 REMIC-Related
Covenants.
For
as
long as each REMIC shall exist, the Trustee shall act in accordance herewith
to
assure continuing treatment of such REMIC as a REMIC, and the Trustee shall
comply with any directions of the Depositor, the related Servicer or the Master
Servicer to ensure such continuing treatment. In particular, the Trustee shall
not (unless expressly permitted under the terms of this Agreement) (a) sell
or
permit the sale of all or any portion of the Mortgage Loans or of any investment
of deposits in an Account unless such sale is as a result of a repurchase of
the
Mortgage Loans pursuant to this Agreement or the Trustee has received a REMIC
Opinion addressed to the Trustee prepared at the expense of the Trust Fund;
(b)
other than with respect to a substitution pursuant to the Mortgage Loan Purchase
Agreement, Section 2.04 or Section 2.07 of this Agreement, as applicable, accept
any contribution to any REMIC after the Startup Day without receipt of a REMIC
Opinion addressed to the Trustee; or (c) acquire any assets for any REMIC other
than any REO Property after the Startup Day without receipt of a REMIC
Opinion.
Section
3.03 Monitoring
of Servicers.
(a) The
Master Servicer shall be responsible for reporting to the Trustee and the
Depositor the non-compliance by each Servicer with its duties under the related
Servicing Agreement. In the review of each Servicer’s activities, the Master
Servicer may rely upon an officer’s certificate of the Servicer (or similar
document signed by an officer of the Servicer) with regard to the Servicer’s
compliance with the terms of its Servicing Agreement. In the event that the
Master Servicer, in its judgment, determines that a Servicer (other than the
Company) should be terminated in accordance with its Servicing Agreement, or
that a notice should be sent pursuant to such Servicing Agreement with respect
to the occurrence of an event that, unless cured, would constitute grounds
for
such termination, the Master Servicer shall notify the Depositor and the Trustee
thereof and the Master Servicer shall issue such notice or take such other
action as it deems appropriate. In the event that the Master Servicer, in its
judgment, determines that the Company should be terminated in accordance with
the EMC Servicing Agreement, or that a notice should be sent pursuant to the
EMC
Servicing Agreement with respect to the occurrence of an event that, unless
cured, would constitute grounds for such termination, the Master Servicer shall
notify the Depositor and the Trustee thereof in writing. Pursuant to its receipt
of such written notification from the Master Servicer, the Trustee shall issue
such notice of termination to the Company or take such other action as it deems
appropriate.
(b) The
Master Servicer, for the benefit of the Trustee and the Certificateholders,
shall enforce the obligations of each Servicer under the related Servicing
Agreement, and shall, in the event that a Servicer, other than the Company,
fails to perform its obligations in accordance with the related
Servicing Agreement, subject to the preceding paragraph, terminate the rights
and obligations of such Servicer thereunder and act as servicer of the related
Mortgage Loans or to cause the Trustee to enter into a new Servicing Agreement
with a successor Servicer selected by the Master Servicer; provided, however,
it
is understood and acknowledged by the parties hereto that there will be a period
of transition (not to exceed 90 days) before the actual servicing functions
can
be fully transferred to such successor Servicer. In the event that the Company
fails to perform its obligations in accordance with the EMC Servicing Agreement,
subject to the preceding paragraph,
the Master Servicer shall notify the Trustee in writing of such failure.
Pursuant to its receipt of such notification from the Master Servicer, the
Trustee shall terminate the rights and obligations of the Company under the
EMC
Servicing Agreement and enter in to a new Servicing Agreement with a successor
Servicer selected by the Trustee; provided, however, it is understood and
acknowledged by the parties hereto that there will be a period of transition
(not to exceed 90 days) before the actual servicing functions can be fully
transferred to such successor Servicer. In either event, such enforcement,
including, without limitation, the legal prosecution of claims, termination
of
the 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 Master
Servicer (or in the case the Company is terminated as the Servicer, the
successor servicer or the Trustee, as applicable) in its good faith business
judgment, would require were it the owner of the Mortgage Loans. The Master
Servicer shall pay the costs of such enforcement at its own expense, provided
that the Master Servicer shall not be required to prosecute or defend any legal
action except to the extent that the Master Servicer shall have received
reasonable indemnity for its costs and expenses in pursuing such action. In
the
event that the Company is terminated as the Servicer, the Trustee shall pay
the
costs of such enforcement at its own expense, subject to its right to be
reimbursed for such costs from the Distribution Account pursuant to Section
3.03(c); provided that the Trustee shall not be required to prosecute or defend
any legal action except to the extent that the Trustee shall have received
reasonable indemnity for its costs and expenses in pursuing such action. Nothing
herein shall impose any obligation on the part of the Trustee to assume or
succeed to the duties or obligations of the Company or the Master Servicer
unless the Trustee has not been able to find a successor servicer or a successor
master servicer.
(c) In
the
event that the Company is terminated as Servicer, to the extent that the costs
and expenses of the Trustee related to any termination of the Company, or the
enforcement or prosecution of related claims, rights or remedies, or the
appointment of a successor Servicer (including, without limitation, (i) all
legal costs and expenses and all due diligence costs and expenses associated
with an evaluation of the potential termination of the Company as a result
of an
event of default by the Company as a Servicer and (ii) all costs and expenses
associated with the complete transfer of servicing, including all servicing
files and all servicing data and the completion, correction or manipulation
of
such servicing data as may be required by the successor Servicer to correct
any
errors or insufficiencies in the servicing data or otherwise to enable the
successor Servicer to service the Mortgage Loans in accordance with the related
Servicing Agreement) are not fully and timely reimbursed by the Company after
such termination, the Trustee shall be entitled to reimbursement of such costs
and expenses from the Distribution Account. In
all other cases, to the extent that the costs and expenses of the Master
Servicer related to any termination of a Servicer (other than the
Company),
appointment of a successor Servicer or the transfer and assumption of servicing
by the Master Servicer with respect to any Servicing Agreement (including,
without limitation, (i) all legal costs and expenses and all due diligence
costs
and expenses associated with an evaluation of the potential termination of
the
Servicer as a result of an event of default by such Servicer and (ii) all costs
and expenses associated with the complete transfer of servicing, including
all
servicing files and all servicing data and the completion, correction or
manipulation of such servicing data as may be required by the successor servicer
to correct any errors or insufficiencies in the servicing data or otherwise
to
enable the successor servicer to service the Mortgage Loans in accordance with
the related Servicing Agreement) are not fully and timely reimbursed by the
terminated Servicer, the Master Servicer shall be entitled to reimbursement
of
such costs and expenses from the Master
Servicer Collection Account.
(d) The
Master Servicer shall require each Servicer to comply with the remittance
requirements and other obligations set forth in the related Servicing
Agreement.
(e) If
the
Master Servicer acts as a servicer, it shall not be liable for losses of the
predecessor Servicer or any acts or omissions of the predecessor Servicer,
or
deemed to have made any representations and warranties of the related Servicer,
if any, that it replaces.
Section
3.04 Fidelity
Bond.
The
Master Servicer, at its expense, shall maintain in effect a blanket fidelity
bond and an errors and omissions insurance policy, affording coverage with
respect to all directors, officers, employees and other Persons acting on such
Master Servicer’s behalf, and covering errors and omissions in the performance
of the Master Servicer’s obligations hereunder. The errors and omissions
insurance policy and the fidelity bond shall be in such form and amount
generally acceptable for entities serving as master servicers or
trustees.
Section
3.05 Power
to Act; Procedures.
The
Master Servicer shall master service the Mortgage Loans and shall have full
power and authority, subject to the REMIC Provisions and the provisions of
Article X hereof, to do any and all things that it may deem necessary or
desirable in connection with the master servicing and administration of the
Mortgage Loans, including but not limited to the power and authority (i) to
execute and deliver, on behalf of the Holders of the Certificates and the
Trustee, customary consents or waivers and other instruments and documents,
(ii)
to consent to transfers of any Mortgaged Property and assumptions of the
Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds,
Liquidation Proceeds and Subsequent Recoveries, and (iv) to effectuate
foreclosure or other conversion of the ownership of the Mortgaged Property
securing any Mortgage Loan, in each case, in accordance with the provisions
of
this Agreement and the related Servicing Agreement, as applicable; provided,
however, that the Master Servicer shall not (and, consistent with its
responsibilities under Section 3.03, shall not authorize any Servicer to)
knowingly or intentionally take any action, or fail to take (or fail to cause
to
be taken) any action reasonably within its control and the scope of duties
more
specifically set forth herein, that, under the REMIC Provisions, if taken or
not
taken, as the case may be, may cause any REMIC to fail to qualify as a REMIC
or
result in the imposition of a tax upon the Trust Fund (including but not limited
to the tax on prohibited transactions as defined in Section 860F(a)(2) of the
Code and the tax on contributions to a REMIC set forth in Section 860G(d) of
the
Code) unless the Master Servicer has received an Opinion of Counsel (but not
at
the expense of the Master Servicer) to the effect that the contemplated action
would not cause any REMIC to fail to qualify as a REMIC or result in the
imposition of a tax upon any REMIC. The Trustee shall furnish the Master
Servicer, upon written request from a Servicing Officer, with any powers of
attorney empowering the Master Servicer or any Servicer to execute and deliver
instruments of satisfaction or cancellation, or of partial or full release
or
discharge, and to foreclose upon or otherwise liquidate Mortgaged Property,
and
to appeal, prosecute or defend in any court action relating to the Mortgage
Loans or the Mortgaged Property, in accordance with the related Servicing
Agreement and this Agreement, and the Trustee shall execute and deliver such
other documents, as the Master Servicer may request, to enable the Master
Servicer to master service and administer the Mortgage Loans and carry out
its
duties hereunder, in each case in accordance with Accepted Master Servicing
Practices (and the Trustee shall have no liability for misuse of any such powers
of attorney by the Master Servicer or any Servicer). If the Master Servicer
or
the Trustee has been advised that it is likely that the laws of the state in
which action is to be taken prohibit such action if taken in the name of the
Trustee or that the Trustee would be adversely affected under the “doing
business” or tax laws of such state if such action is taken in its name, the
Master Servicer shall join with the Trustee in the appointment of a co-trustee
pursuant to Section 9.11 hereof. In the performance of its duties hereunder,
the
Master Servicer shall be an independent contractor and shall, except in those
instances where it is taking action in the name of the Trust, not be deemed
to
be the agent of the Trust.
Section
3.06 Due-on-Sale
Clauses; Assumption Agreements.
To
the
extent provided in the applicable Servicing Agreement, to the extent Mortgage
Loans contain enforceable due-on-sale clauses, the Master Servicer shall cause
the Servicers to enforce such clauses in accordance with the applicable
Servicing Agreement. If applicable law prohibits the enforcement of a
due-on-sale clause or such clause is otherwise not enforced in accordance with
the applicable Servicing Agreement, and, as a consequence, a Mortgage Loan
is
assumed, the original Mortgagor may be released from liability in accordance
with the applicable Servicing Agreement.
Section
3.07 Release
of Mortgage Files.
(a) Upon
becoming aware of the payment in full of any Mortgage Loan, or the receipt
by
any Servicer of a notification that payment in full has been escrowed in a
manner customary for such purposes for payment to Certificateholders on the
next
Distribution Date, the Servicer will, if required under the applicable Servicing
Agreement (or if the applicable Servicer does not, the Master Servicer may),
promptly furnish to the Custodian, on behalf of the Trustee, two copies of
a
certification substantially in the form of Exhibit D (or as otherwise provided
in the Custodial Agreement) hereto signed by a Servicing Officer or in a
mutually agreeable electronic format which will, in lieu of a signature on
its
face, originate from a Servicing Officer (which certification shall include
a
statement to the effect that all amounts received in connection with such
payment that are required to be deposited in the Protected Account maintained
by
the applicable Servicer pursuant to Section 4.01 or by the applicable Servicer
pursuant to the applicable Servicing Agreement have been or will be so
deposited) and shall request that the Custodian, on behalf of the Trustee,
deliver to the applicable Servicer the related Mortgage File. Upon receipt
of
such certification and request, the Custodian, on behalf of the Trustee, shall
promptly release the related Mortgage File to the applicable Servicer and the
Trustee and Custodian shall have no further responsibility with regard to such
Mortgage File. Upon any such payment in full, each Servicer is authorized,
to
give, as agent for the Trustee, as the mortgagee under the Mortgage that secured
the Mortgage Loan, an instrument of satisfaction (or assignment of mortgage
without recourse) regarding the Mortgaged Property subject to the Mortgage,
which instrument of satisfaction or assignment, as the case may be, shall be
delivered to the Person or Persons entitled thereto against receipt therefor
of
such payment, it being understood and agreed that no expenses incurred in
connection with such instrument of satisfaction or assignment, as the case
may
be, shall be chargeable to the applicable Protected Account.
(b) From
time
to time and as appropriate for the servicing or foreclosure of any Mortgage
Loan
and in accordance with the applicable Servicing Agreement, upon written
instruction from such Servicer or the Master Servicer, the Trustee shall execute
such documents as shall be prepared and furnished to the Trustee by a Servicer
or the Master Servicer (in form reasonably acceptable to the Trustee) and as
are
necessary to the prosecution of any such proceedings. The Custodian, on behalf
of the Trustee, shall, upon the request of a Servicer or the Master Servicer,
and delivery to the Custodian, on behalf of the Trustee, of two copies of a
request for release signed by a Servicing Officer substantially in the form
of
Exhibit D (or in a mutually agreeable electronic format which will, in lieu
of a
signature on its face, originate from a Servicing Officer), release the related
Mortgage File held in its possession or control to the Servicer or the Master
Servicer. Such trust receipt shall obligate the Servicer or the Master Servicer
to return the Mortgage File to the Custodian on behalf of the Trustee, when
the
need therefor by the Servicer or the Master Servicer no longer exists unless
the
Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate
of a Servicing Officer similar to that hereinabove specified, the Mortgage
File
shall be released by the Custodian, on behalf of the Trustee, to the Servicer
or
the Master Servicer.
Section
3.08 Documents,
Records and Funds in Possession of Master Servicer to Be Held for
Trustee.
(a) The
Master Servicer shall transmit and each Servicer (to the extent required by
the
related Servicing Agreement) shall transmit to the Trustee or Custodian such
documents and instruments coming into the possession of the Master Servicer
or
such Servicer from time to time as are required by the terms hereof, or in
the
case of the Servicers, the applicable Servicing Agreement, to be delivered
to
the Trustee or Custodian. Any funds received by the Master Servicer or by a
Servicer in respect of any Mortgage Loan or which otherwise are collected by
the
Master Servicer or by a Servicer as Liquidation Proceeds, Insurance Proceeds
or
Subsequent Recoveries in respect of any Mortgage Loan shall be held for the
benefit of the Trustee and the Certificateholders subject to the right of the
Master Servicer to retain or withdraw from the Master Servicer Collection
Account the Master Servicing Compensation and other amounts provided in this
Agreement, and to the right of each Servicer to retain or withdraw its Servicing
Fee and other amounts as provided in the applicable Servicing Agreement. The
Master Servicer and each Servicer shall provide access to information and
documentation regarding the Mortgage Loans to the Trustee, its agents and
accountants at any time upon reasonable request and during normal business
hours, to Certificateholders that are savings and loan associations, banks
or
insurance companies, the Office of Thrift Supervision, the FDIC and the
supervisory agents and examiners of such Office and Corporation or examiners
of
any other federal or state banking or insurance regulatory authority if so
required by applicable regulations of the Office of Thrift Supervision or other
regulatory authority, such access to be afforded without charge but only upon
reasonable request in writing and during normal business hours at the offices
of
the Master Servicer designated by it. In fulfilling such a request the Master
Servicer shall not be responsible for determining the sufficiency of such
information.
(b) All
Mortgage Files and funds collected or held by, or under the control of, the
Master Servicer, in respect of any Mortgage Loans, whether from the collection
of principal and interest payments or from Liquidation Proceeds, Insurance
Proceeds or Subsequent Recoveries, shall be held by the Master Servicer for
and
on behalf of the Trustee and the Certificateholders and shall be and remain
the
sole and exclusive property of the Trustee; provided, however, that the Master
Servicer and each Servicer shall be entitled to setoff against, and deduct
from,
any such funds any amounts that are properly due and payable to the Master
Servicer or such Servicer to the extent provided under this Agreement or the
applicable Servicing Agreement.
Section
3.09 Standard
Hazard Insurance and Flood Insurance Policies.
(a) For
each
Mortgage Loan, the Master Servicer shall enforce any obligation of the Servicers
under the related Servicing Agreement to maintain or cause to be maintained
standard fire and casualty insurance and, where applicable, flood insurance,
all
in accordance with the provisions of the related Servicing Agreement. It is
understood and agreed that such insurance shall be with insurers meeting the
eligibility requirements set forth in the applicable Servicing Agreement and
that no earthquake or other additional insurance is to be required of any
Mortgagor or to be maintained on property acquired in respect of a defaulted
loan, other than pursuant to such applicable laws and regulations as shall
at
any time be in force and as shall require such additional
insurance.
(b) Pursuant
to Section 4.01 and 4.02, any amounts collected by the Servicers or the Master
Servicer, or by any Servicer, under any insurance policies (other than amounts
to be applied to the restoration or repair of the property subject to the
related Mortgage or released to the Mortgagor in accordance with the applicable
Servicing Agreement) shall be deposited into the Master Servicer Collection
Account, subject to withdrawal pursuant to Section 4.02 and 4.03. Any cost
incurred by the Master Servicer or any Servicer in maintaining any such
insurance if the Mortgagor defaults in its obligation to do so shall be added
to
the amount owing under the Mortgage Loan where the terms of the Mortgage Loan
so
permit; provided, however, that the addition of any such cost shall not be
taken
into account for purposes of calculating the distributions to be made to
Certificateholders and shall be recoverable by the Master Servicer or such
Servicer pursuant to Sections 4.02 and 4.03.
Section
3.10 Presentment
of Claims and Collection of Proceeds.
The
Master Servicer shall (to the extent provided in the applicable Servicing
Agreement) cause the related Servicer to prepare and present on behalf of the
Trustee and the Certificateholders all claims under the Insurance Policies
and
take such actions (including the negotiation, settlement, compromise or
enforcement of the insured’s claim) as shall be necessary to realize recovery
under such policies. Any proceeds disbursed to the Master Servicer (or disbursed
to a Servicer and remitted to the Master Servicer) in respect of such policies,
bonds or contracts shall be promptly deposited in the Master Servicer Collection
Account for deposit in the Distribution Account upon receipt, except that any
amounts realized that are to be applied to the repair or restoration of the
related Mortgaged Property, which repair or restoration the owner of such
Mortgaged Property or EMC, as applicable, has agreed to make as a condition
precedent to the presentation of claims on the related Mortgage Loan to the
insurer under any applicable Insurance Policy need not be so deposited (or
remitted).
Section
3.11 Maintenance
of the Primary Mortgage Insurance Policies.
(a) The
Master Servicer shall not take, or authorize any Servicer (to the extent such
action is prohibited under the applicable Servicing Agreement) to take, any
action that would result in noncoverage under any applicable Primary Mortgage
Insurance Policy of any loss which, but for the actions of the Master Servicer
or such Servicer, would have been covered thereunder. The Master Servicer shall
use its best reasonable efforts to cause each Servicer (to the extent required
under the related Servicing Agreement) to keep in force and effect (to the
extent that the Mortgage Loan requires the Mortgagor to maintain such
insurance), primary mortgage insurance applicable to each Mortgage Loan in
accordance with the provisions of this Agreement and the related Servicing
Agreement, as applicable. The Master Servicer shall not, and shall not authorize
any Servicer (to the extent required under the related Servicing Agreement)
to,
cancel or refuse to renew any such Primary Mortgage Insurance Policy that is
in
effect at the date of the initial issuance of the Mortgage Note and is required
to be kept in force hereunder except in accordance with the provisions of this
Agreement and the related Servicing Agreement, as applicable.
(b) The
Master Servicer agrees to present, or to cause each Servicer (to the extent
required under the related Servicing Agreement) to present, on behalf of the
Trustee and the Certificateholders, claims to the insurer under any Primary
Mortgage Insurance Policies and, in this regard, to take such reasonable action
as shall be necessary to permit recovery under any Primary Mortgage Insurance
Policies respecting defaulted Mortgage Loans. Pursuant to Section 4.01 and
4.02,
any amounts collected by the Master Servicer or any Servicer under any Primary
Mortgage Insurance Policies shall be deposited in the Master Servicer Collection
Account, subject to withdrawal pursuant to Sections 4.02 and 4.03.
Section
3.12 Trustee
to Retain Possession of Certain Insurance Policies and Documents.
The
Trustee (or the Custodian, as directed by the Trustee), shall retain possession
and custody of the originals (to the extent available) of any Primary Mortgage
Insurance Policies, or certificate of insurance if applicable, and any
certificates of renewal as to the foregoing as may be issued from time to time
as contemplated by this Agreement. Until all amounts distributable in respect
of
the Certificates have been distributed in full and the Master Servicer otherwise
has fulfilled its obligations under this Agreement, the Trustee (or its
Custodian, if any, as directed by the Trustee) shall also retain possession
and
custody of each Mortgage File in accordance with and subject to the terms and
conditions of this Agreement. The Master Servicer shall promptly deliver or
cause to be delivered to the Trustee (or the Custodian, as directed by the
Trustee), upon the execution or receipt thereof the originals of any Primary
Mortgage Insurance Policies, any certificates of renewal, and such other
documents or instruments that constitute portions of the Mortgage File that
come
into the possession of the Master Servicer from time to time.
Section
3.13 Realization
Upon Defaulted Mortgage Loans.
The
Master Servicer shall cause each Servicer (to the extent required under the
related Servicing Agreement) to foreclose upon, repossess or otherwise
comparably convert the ownership of Mortgaged 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,
all
in accordance with the applicable Servicing Agreement.
Section
3.14 Compensation
for the Master Servicer.
The
Master Servicer will be entitled to all income and gain realized from any
investment of funds in the Master Servicer Collection Account, pursuant to
Article IV, for the performance of its activities hereunder. Servicing
compensation in the form of assumption fees, if any, late payment charges,
as
collected, if any, or otherwise (including any prepayment premium or penalty)
shall be retained by the applicable Servicer and shall not be deposited in
the
related Protected Account. The Master Servicer shall be required to pay all
expenses incurred by it in connection with its activities hereunder and shall
not be entitled to reimbursement therefor except as provided in this
Agreement.
Section
3.15 REO
Property.
(a) In
the
event the Trust Fund acquires ownership of any REO Property in respect of any
related Mortgage Loan, the deed or certificate of sale shall be issued to the
Trustee, or to its nominee, on behalf of the related Certificateholders. The
Master Servicer shall, to the extent provided in the applicable Servicing
Agreement, cause the applicable Servicer to sell any REO Property as
expeditiously as possible and in accordance with the provisions of this
Agreement and the related Servicing Agreement, as applicable. Pursuant to its
efforts to sell such REO Property, the Master Servicer shall cause the
applicable Servicer to protect and conserve, such REO Property in the manner
and
to the extent required by the applicable Servicing Agreement, in accordance
with
the REMIC Provisions and in a manner that does not result in a tax on “net
income from foreclosure property” or cause such REO Property to fail to qualify
as “foreclosure property” within the meaning of Section 860G(a)(8) of the
Code.
(b) The
Master Servicer shall, to the extent required by the related Servicing
Agreement, cause the applicable Servicer to deposit all funds collected and
received in connection with the operation of any REO Property in the related
Protected Account.
(c) The
Master Servicer and the applicable Servicer, upon the final disposition of
any
REO Property, shall be entitled to reimbursement for any related unreimbursed
Monthly Advances and other unreimbursed advances as well as any unpaid Servicing
Fees from Liquidation Proceeds received in connection with the final disposition
of such REO Property; provided
that, any such unreimbursed Monthly Advances as well as any unpaid Servicing
Fees may be reimbursed or paid, as the case may be, prior to final disposition,
out of any net rental income or other net amounts derived from such REO
Property.
(d) To
the
extent provided in the related Servicing Agreement, the Liquidation Proceeds
from the final disposition of the REO Property, net of any payment to the Master
Servicer and the applicable Servicer as provided above, subject to approval
by
the Master Servicer, shall be deposited in the related Protected Account on
or
prior to the Determination Date in the month following receipt thereof and
be
remitted by wire transfer in immediately available funds to the Master Servicer
for deposit into the Master Servicer Collection Account on the next succeeding
Servicer Remittance Date.
Section
3.16 Annual
Statement as to Compliance.
The
Master Servicer shall deliver (or otherwise make available) to the Depositor
and
the Trustee not later than March 15th
of each
calendar year beginning in 2008, an Officer’s Certificate (an “Annual Statement
of Compliance”) stating that (i) a review of the activities of the Master
Servicer during the preceding calendar year and of its performance under this
Agreement has been made under such officer’s supervision and (ii) to the best of
such officer’s knowledge, based on such review, the Master Servicer has
fulfilled all of its obligations under this Agreement in all material respects
throughout such year, or, if there has been a failure to fulfill any such
obligation in any material respect, specifying each such failure known to such
officer and the nature and status of the cure provisions thereof. Such Annual
Statement of Compliance shall contain no restrictions or limitations on its
use.
The Master Servicer shall enforce the obligations of each Servicer, to the
extent set forth in the related Servicing Agreement, to deliver a similar Annual
Statement of Compliance by that Servicer to the Depositor and the Trustee as
described above as and when required with respect to the Master Servicer. In
the
event that certain servicing responsibilities with respect to any Mortgage
Loan
have been delegated by the Master Servicer or a Servicer to a subservicer or
subcontractor, each such entity shall cause such subservicer or subcontractor
(and with respect to each Servicer, the Master Servicer shall enforce the
obligation of such Servicer to the extent required under the related Servicing
Agreement) to deliver a similar Annual Statement of Compliance by such
subservicer or subcontractor to the Depositor, the Master Servicer and the
Trustee as described above as and when required with respect to the Master
Servicer or the related Servicer (as the case may be).
Failure
of the Master Servicer to comply with this Section 3.16 (including with respect
to the timeframes required herein) shall be deemed an Event of Default, and
at
the written direction of the Depositor the Trustee shall, in addition to
whatever rights the Trustee may have under this Agreement and at law or equity
or to damages, including injunctive relief and specific performance, upon notice
immediately terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof
without compensating the Master Servicer for the same (but
subject to the Master Servicer’s rights to payment of any Master Servicing
Compensation and reimbursement of all amounts for which it is entitled to be
reimbursed prior to the date of termination).
This
paragraph shall supersede any other provision in this Agreement or any other
agreement to the contrary.
In
the event the Master Servicer, any Servicer or
any subservicer or subcontractor engaged by either such party is terminated
or
resigns pursuant to the terms of this Agreement, or any other applicable
agreement in the case of a Servicer, a subservicer or subcontractor, as the
case
may be, such party shall provide an Annual Statement of Compliance pursuant
to
this Section 3.16 or to the related section of such other applicable agreement,
as the case may be, as to the performance of its obligations with respect to
the
period of time it was subject to this Agreement or any other applicable
agreement, as the case may be notwithstanding any such termination or
resignation.
Section
3.17 Assessments
of Compliance and Attestation Reports.
Pursuant
to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
AB,
each of the Master Servicer, the Trustee and the Custodian (to the extent set
forth in this Section) (each, an “Attesting Party”), each at its own expense,
shall deliver (or otherwise make available) to the Master Servicer, the Trustee
and the Depositor on or before March 15th
of each
calendar year beginning in 2008, a report regarding such Attesting Party’s
assessment of compliance (an “Assessment of Compliance”) with the Servicing
Criteria during the preceding calendar year. The Assessment of Compliance,
as
set forth in Regulation AB, must contain the following:
(a) A
statement by an authorized officer of such Attesting Party of its authority
and
responsibility for assessing compliance with the Servicing Criteria applicable
to the related Attesting Party;
(b) A
statement by an authorized officer that such Attesting Party used the Servicing
Criteria attached as Exhibit L hereto, and which will also be attached to the
Assessment of Compliance, to assess compliance with the Servicing Criteria
applicable to the related Attesting Party;
(c) An
assessment by such officer of the related Attesting Party’s compliance with the
applicable Servicing Criteria for the period consisting of the preceding
calendar year, including disclosure of any material instance of noncompliance
with respect thereto during such period, which assessment shall be based on
the
activities such Attesting Party performs with respect to asset-backed securities
transactions taken as a whole involving the related Attesting Party, that are
backed by the same asset type as the Mortgage Loans;
(d) A
statement that a registered public accounting firm has issued an attestation
report on the related Attesting Party’s Assessment of Compliance for the period
consisting of the preceding calendar year; and
(e) A
statement as to which of the Servicing Criteria, if any, are not applicable
to
the
related Attesting
Party, which statement shall be based on the activities such Attesting Party
performs with respect to asset-backed securities transactions taken as a whole
involving such Attesting Party, that are backed by the same asset type as the
Mortgage Loans.
Such
report at a minimum shall address each of the Servicing Criteria specified
on
Exhibit L hereto which are indicated as applicable to the related Attesting
Party.
On
or
before March 15th
of each
calendar year beginning in 2008, each Attesting Party shall furnish to the
Master Servicer, the Depositor and the Trustee a report (an “Attestation
Report”) by a registered public accounting firm that attests to, and reports on,
the Assessment of Compliance made by the related Attesting Party, as required
by
Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation
AB,
which Attestation Report must be made in accordance with standards for
attestation reports issued or adopted by the Public Company Accounting Oversight
Board.
The
Master Servicer shall enforce the obligation of each Servicer to deliver to
the
Trustee, the Master Servicer and the Depositor an Assessment of Compliance
and
Attestation Report as and when provided in the related Servicing Agreement.
Each
of the Master Servicer and the Trustee shall cause, and the Master Servicer
shall enforce the obligation (as and when provided in the related Servicing
Agreement) of each Servicer to cause, any subservicer and each subcontractor
(to
the extent such subcontractor is determined by the Master Servicer or the
Trustee, as applicable, to be “participating in the servicing function” within
the meaning of Item 1122 of Regulation AB) that is engaged by such Servicer,
the
Master Servicer or the Trustee, as applicable, to deliver to the Trustee, the
Master Servicer and the Depositor an Assessment of Compliance and Attestation
Report as and when provided above. Such Assessment of Compliance, as to any
subservicer or subcontractor, shall at a minimum address the applicable
Servicing Criteria specified on Exhibit L hereto which are indicated as
applicable to any “primary servicer” to the extent such subservicer or
subcontractor is performing any servicing function for the party who engages
it
and to the extent such party is not itself addressing the Servicing Criteria
related to such servicing function in its own Assessment of Compliance. The
Master Servicer shall confirm that each of the Assessments of Compliance
delivered to it, taken as a whole, address all of the Servicing Criteria and
taken individually address the Servicing Criteria for each party as set forth
in
Exhibit L and notify the Depositor of any exceptions. Notwithstanding
the foregoing, as to any subcontractor, 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.
The
Custodian shall deliver to the Master Servicer, the Trustee and the Depositor
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 L hereto which are indicated as applicable to a “custodian”.
Notwithstanding the foregoing, an Assessment of Compliance or Attestation Report
is not required to be delivered by any Custodian unless it is required as part
of a Form 10-K with respect to the Trust Fund.
Failure
of the Master Servicer to comply with this Section 3.17 (including with respect
to the timeframes required herein) shall
constitute an
Event
of Default, and at the written direction of the Depositor the Trustee shall,
in
addition to whatever rights the Trustee may have under this Agreement and at
law
or equity or to damages, including injunctive relief and specific performance,
upon notice immediately terminate all of the rights and obligations of the
Master Servicer under this Agreement and in and to the Mortgage Loans and the
proceeds thereof without compensating the Master Servicer for the same (but
subject to the Master Servicer’s rights to payment of any Master Servicing
Compensation and reimbursement of all amounts for which it is entitled to be
reimbursed prior to the date of termination). Failure of the Trustee to comply
with this Section 3.17 (including with respect to the timeframes required in
this Section) which failure results in a failure to timely file the related
Form
10-K, shall be deemed a default which may result in the termination of the
Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in
addition to whatever rights the Depositor may have under this Agreement and
at
law or equity or to damages, including injunctive relief and specific
performance, upon notice immediately terminate all of the rights and obligations
of the Trustee under this Agreement and in and to the Mortgage Loans and the
proceeds thereof without compensating the Trustee for the same (but subject
to
the Trustee’s right to reimbursement of all amounts for which it is entitled to
be reimbursed prior to the date of termination). This paragraph shall supersede
any other provision in this Agreement or any other agreement to the
contrary.
In
the event the Master Servicer, the Custodian, the Trustee
or any
subservicer or subcontractor engaged by any such party is terminated, assigns
its rights and obligations under, or resigns pursuant to, the terms of the
Agreement, the related Custodial Agreement, or any other applicable agreement
in
the case of a subservicer or subcontractor, as the case may be, such party
shall
provide an Assessment of Compliance and cause to be provided an Attestation
Report pursuant to this Section 3.17 or to the related section of such other
applicable agreement, as the case may be, notwithstanding any such termination,
assignment or resignation.
Section
3.18 Reports
Filed with Securities and Exchange Commission.
(a)
(i)
(A) Within 15 days after each Distribution Date, the Trustee shall, in
accordance with industry standards, prepare and file with the Commission via
the
Electronic Data Gathering and Retrieval System (“XXXXX”), a Distribution Report
on Form 10-D, signed by the Master Servicer, with a copy of the Monthly
Statement to be furnished by the Trustee to the Certificateholders for such
Distribution Date; provided that, the Trustee shall have received no later
than
five (5) calendar days after the related Distribution Date, all information
required to be provided to the Trustee as described in clause (a)(iv) below.
Any
disclosure that is in addition to the Monthly Statement and that is required
to
be included on Form 10-D (“Additional Form 10-D Disclosure”) shall
be,
pursuant to the paragraph immediately below, reported by the parties set forth
on Exhibit M to the Trustee and the Depositor and approved for inclusion by
the
Depositor, and the Trustee will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-D Disclosure absent
such reporting (other than with respect to when it is the reporting party as
set
forth in Exhibit M) and approval.
(B)
Within five (5) calendar days after the related Distribution Date, (i) the
parties set forth in Exhibit M shall be required to provide, and the Master
Servicer shall enforce the obligations of each Servicer (to the extent provided
in the related Servicing Agreement) to provide, pursuant to Section 3.18(a)(iv)
below, to the Trustee (via email to xxxxxxxxxxxxx@xxxx.xxx) and the Depositor,
to the extent known by a responsible officer thereof, in XXXXX-compatible
format, or in such other form as otherwise agreed upon by the Trustee
and the
Depositor and such party, the form and substance of any Additional Form 10-D
Disclosure, if applicable, and (ii) the Depositor will approve, as to form
and
substance, or disapprove, as the case may be, the inclusion of the Additional
Form 10-D Disclosure on Form 10-D. Subject to the foregoing, the Trustee has
no
duty under this Agreement to monitor or enforce the performance by the other
parties listed on Exhibit M of their duties under this paragraph or to
proactively solicit or procure from such parties any Additional Form 10-D
Disclosure information. The Depositor shall be responsible for any reasonable
fees and expenses assessed or incurred by the Trustee in connection with
including any Additional Form 10-D Disclosure on Form 10-D pursuant to this
Section.
(C)
After
preparing the Form 10-D, the Trustee shall forward electronically a copy of
the
Form 10-D to the Depositor (in the case of any Additional 10-D Disclosure and
otherwise if requested by the Depositor) and the Master Servicer for review.
Within
two Business Days after receipt of such copy, but no later than the 12th
calendar day after the Distribution Date (provided that, the Trustee forwards
a
copy of the Form 10-D no later than the 10th
calendar
after the Distribution Date), the Depositor shall notify the Trustee in writing
(via email to xxxxxxxxxxxxx@xxxx.xxx) of any changes to or approval of such
Form
10-D. In the absence of receipt of any written changes or approval, the Trustee
shall be entitled to assume that such Form 10-D is in final form and the Trustee
may proceed with the execution and filing of the Form 10-D. No later than two
(2) Business Days prior to the 15th calendar day after the related Distribution
Date, a duly authorized officer of the Master Servicer shall sign the Form
10-D
and return an electronic or fax copy of such signed Form 10-D (with an original
executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-D
cannot be filed on time or if a previously filed Form 10-D needs to be amended,
the Trustee shall follow the procedures set forth in Section 3.18(a)(v)(B).
Promptly (but no later than one (1) Business Day) after filing with the
Commission, the Trustee shall make available on its internet website identified
in Section 6.05 a final executed copy of each Form 10-D filed by the Trustee.
The signing party at the Master Servicer can be contacted as set forth in
Section 11.07. Form 10-D requires the registrant to indicate (by checking “yes”
or “no”) that it (1) has filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been
subject to such filing requirements for the past 90 days. The Depositor shall
notify the Trustee in writing, no later than the fifth calendar day after the
related Distribution Date with respect to the filing of a report on Form 10-D,
if the answer to the questions should be “no”. The Trustee shall be entitled to
rely on the representations in Section 2.06(g) or any such notice in preparing,
executing and/or filing any such report. The parties to this Agreement
acknowledge that the performance by the Master Servicer and the Trustee of
their
respective duties under Sections 3.18(a)(i) and (v) related to the timely
preparation, execution and filing of Form 10-D is contingent upon such parties
strictly observing all applicable deadlines in the performance of their duties
under such Sections. Neither the Master Servicer nor the Trustee shall have
any
liability for any loss, expense, damage, claim arising out of or with respect
to
any failure to properly prepare, execute and/or timely file such Form 10-D,
where such failure results from a party’s failure to deliver on a timely basis,
any information from such party needed to prepare, arrange for execution or
file
such Form 10-D, not resulting from its own negligence, bad faith or willful
misconduct.
(ii)
(A)
Within four (4) Business Days after the occurrence of an event requiring
disclosure on Form 8-K (each such event, a “Reportable Event”), the Trustee
shall prepare and file, at the direction of the Depositor, on behalf of the
Trust, any Form 8-K, as required by the Exchange Act; provided that, the
Depositor shall file 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, pursuant to the paragraph immediately below, reported by
the parties set forth on Exhibit M to the Trustee and the Depositor and approved
for inclusion by the Depositor, and the Trustee will have no duty or liability
for any failure hereunder to determine or prepare any Form 8-K Disclosure
Information absent such reporting (other than with respect to when it is the
reporting party as set forth in Exhibit M) and approval.
(B)
For
so long as the Trust is subject to the Exchange Act reporting requirements,
no
later than the close of business on the 2nd Business Day after the occurrence
of
a Reportable Event (i) the parties set forth in Exhibit M shall be required
pursuant to Section 3.18(a)(iv) below to provide, and the Master Servicer will
enforce the obligations of each Servicer (to the extent provided in the related
Servicing Agreement) to provide to the Trustee and the Depositor, to the extent
known by a responsible officer thereof, in XXXXX-compatible format, or in such
other form as otherwise agreed upon by the Trustee and the Depositor and such
party, the form and substance of any Form 8-K Disclosure Information, if
applicable, and (ii) the Depositor shall approve, as to form and substance,
or
disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
Information on Form 8-K. The Depositor shall be responsible for any reasonable
fees and expenses assessed or incurred by the Trustee in connection with
including any Form 8-K Disclosure Information on Form 8-K pursuant to this
Section.
(C)
After
preparing the Form 8-K, the Trustee shall forward electronically a copy of
the
Form 8-K to the Depositor and the Master Servicer for review. No later than
the
close of business New York City time on the 3rd Business Day after the
Reportable Event, a duly authorized officer of the Master Servicer shall sign
the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with
an original executed hard copy to follow by overnight mail) to the Trustee.
Promptly, but no later than the close of business on the 3rd Business Day after
the Reportable Event (provided that, the Trustee forwards a copy of the Form
8-K
no later than noon New York time on the third Business Day after the Reportable
Event), the Depositor shall notify the Trustee in writing via email to
xxxxxxxxxxxxx@xxxx.xxx of any changes to or approval of such Form 8-K. In the
absence of receipt of any written changes or approval, the Trustee shall be
entitled to assume that such Form 8-K is in final form and the Trustee may
proceed with the execution and filing of the Form 8-K. If a Form 8-K cannot
be
filed on time or if a previously filed Form 8-K needs to be amended, the Trustee
shall follow the procedures set forth in Section 3.18(a)(v)(B). Promptly (but
no
later than one (1) Business Day) after filing with the Commission, the Trustee
shall, make available on its internet website a final executed copy of each
Form
8-K filed by the Trustee. The signing party at the Master Servicer can be
contacted as set forth in Section 11.07. The parties to this Agreement
acknowledge that the performance by Master Servicer and the Trustee of their
respective duties under this Section 3.18(a)(ii) related to the timely
preparation, execution and filing of Form 8-K is contingent upon such parties
strictly observing all applicable deadlines in the performance of their duties
under this Section 3.18(a)(ii). Neither the Master Servicer nor the Trustee
shall have any liability for any loss, expense, damage, claim arising out of
or
with respect to any failure to properly prepare, execute and/or timely file
such
Form 8-K, where such failure results from a party’s failure to deliver on a
timely basis, any information from such party needed to prepare, arrange for
execution or file such Form 8-K, not resulting from its own negligence, bad
faith or willful misconduct.
(iii)
(A)
Within 90 days after the end of each fiscal year of the Trust or such earlier
date as may be required by the Exchange Act (the “Form 10-K Filing Deadline”)
(it being understood that the fiscal year for the Trust ends on December 31st
of
each year), commencing in March 2008, the Trustee shall prepare and file on
behalf of the Trust a Form 10-K, in form and substance as required by the
Exchange Act. Each
such
Form 10-K shall include the following items, in each case to the extent they
have been delivered to the Trustee within the applicable time frames set forth
in this Agreement, (I) an annual compliance statement for each
Servicer, the Master
Servicer, the Trustee and any subservicer or subcontractor, as applicable,
as
described under Section 3.16, (II)(A) the annual reports on assessment of
compliance with Servicing Criteria for each Servicer, the Master Servicer,
each
subservicer and subcontractor participating in the servicing function, the
Trustee and the Custodian, as described under Section 3.17, and (B) if any
such
report on assessment of compliance with Servicing Criteria described under
Section 3.17 identifies any material instance of noncompliance, disclosure
identifying such instance of noncompliance, or if any such report on assessment
of compliance with Servicing Criteria described under Section 3.17 is not
included as an exhibit to such Form 10-K, disclosure that such report is not
included and an explanation why such report is not included, (III)(A) the
registered public accounting firm attestation report for each Servicer, the
Master Servicer, the Trustee, each subservicer, each subcontractor, as
applicable, and the Custodian, as described under Section 3.17, and (B) if
any
registered public accounting firm attestation report described under Section
3.17 identifies any material instance of noncompliance, disclosure identifying
such instance of noncompliance, or if any such registered public accounting
firm
attestation report is not included as an exhibit to such Form 10-K, disclosure
that such report is not included and an explanation why such report is not
included, and (IV) a Xxxxxxxx-Xxxxx Certification as described in Section 3.18
(a)(iii)(D) below (provided, however, that the Trustee may omit from the Form
10-K any annual compliance statement, assessment of compliance or attestation
report that is not required to be filed with such Form 10-K pursuant to
Regulation AB). Any
disclosure or information in addition to (I) through (IV) above that is required
to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be,
pursuant to the paragraph immediately below, reported by the parties set forth
on Exhibit M to the Trustee and the Depositor and approved for inclusion by
the
Depositor, and the Trustee will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-K Disclosure absent
such reporting (other than in the case where the Trustee is the reporting party
as set forth in Exhibit M) and approval.
(B)
No
later than March 15th
of each
year that the Trust is subject to the Exchange Act reporting requirements,
commencing in 2008, (i) the parties set forth in Exhibit M shall be required
to
provide, and the Master Servicer shall enforce the obligations of each Servicer
(to the extent provided in the related Servicing Agreement) to provide, pursuant
to Section 3.18(a)(iv) below to the Trustee and the Depositor, to the extent
known by a responsible officer thereof, in XXXXX-compatible format, or in such
other form as otherwise agreed upon by the Trustee and the Depositor and such
party, the form and substance of any Additional Form 10-K Disclosure, if
applicable, and (ii) the Depositor will approve, as to form and substance,
or
disapprove, as the case may be, the inclusion of the Additional Form 10-K
Disclosure on Form 10-K. The Depositor shall be responsible for any reasonable
fees and expenses assessed or incurred by the Trustee in connection with
including any Additional Form 10-K Disclosure on Form 10-K pursuant to this
Section.
(C)
After
preparing the Form 10-K, the Trustee shall forward electronically a copy of
the
Form 10-K to the Depositor (only in the case where such Form 10-K includes
Additional Form 10-K Disclosure and otherwise if requested by the Depositor)
and
the Master Servicer for review. Within three Business Days after receipt of
such
copy, but no later than March 25th
(provided that, the Trustee forwards a copy of the Form 10-K no later than
four
Business Days after March 15th), the Depositor shall notify the Trustee in
writing (which may be furnished electronically) of any changes to or approval
of
such Form 10-K. In the absence of receipt of any written changes or approval,
the Trustee shall be entitled to assume that such Form 10-K is in final form
and
the Trustee may proceed with the execution and filing of the Form 10-K. No
later
than the close of business Eastern Standard time on the 4th Business Day prior
to the Form 10-K Filing Deadline, an officer of the Master Servicer in charge
of
the master servicing function shall sign the Form 10-K and return an electronic
or fax copy of such signed Form 10-K (with an original executed hard copy to
follow by overnight mail) to the Trustee. If a Form 10-K cannot be filed on
time
or if a previously filed Form 10-K needs to be amended, the Trustee will follow
the procedures set forth in Section 3.18(a)(v)(B). Promptly (but no later than
one (1) Business Day) after filing with the Commission, the Trustee shall make
available on its internet website a final executed copy of each Form 10-K filed
by the Trustee. The signing party at the Master Servicer can be contacted
as
set forth in Section 11.07.
Form
10-K requires the registrant to indicate (by checking “yes ” or “no”) that it
(1) has filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the preceding 12 months (or for such shorter period that
the
registrant was required to file such reports), and (2) has been subject to
such
filing requirements for the past 90 days. The Depositor shall notify the Trustee
in writing, no later than the 15th calendar day in March of each year in which
the Trust is subject to the reporting requirements of the Exchange Act with
respect to the filing of a report on Form 10-K, if the answer to the questions
should be “no”. The Trustee shall be entitled to rely on the representations in
Section 2.06(g) or any such notice in preparing, executing and/or filing any
such report. The parties to this Agreement acknowledge that the performance
by
the Master Servicer and the Trustee of their respective duties under Sections
3.18(a)(iii) and (iv) related to the timely preparation, execution and filing
of
Form 10-K is contingent upon such parties strictly observing all applicable
deadlines in the performance of their duties under such Sections and Sections
3.16 and Section 3.17. Neither the Master Servicer nor the Trustee shall have
any liability for any loss, expense, damage, claim arising out of or with
respect to any failure to properly prepare, execute and/or timely file such
Form
10-K, where such failure results from the Master Servicer’s or the Trustee’s
inability or failure to receive, on a timely basis, any information from any
other party hereto needed to prepare, arrange for execution or file such Form
10-K, not resulting from its own negligence, bad faith or willful misconduct.
(D)
Each
Form 10-K shall include a certification (the “Xxxxxxxx-Xxxxx Certification”)
required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act which
shall
be signed by the Certifying Person and delivered to the Trustee no later than
March 15th
of each
year in which the Trust is subject to the reporting requirements of the Exchange
Act. The Master Servicer shall cause any Servicer, and any subservicer or
subcontractor engaged by it to, provide to the Person who signs the
Xxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 15th of each
year in which the Trust is subject to the reporting requirements of the Exchange
Act (or such other date specified in the related Servicing Agreement) and
otherwise within a reasonable period of time upon request, a certification
(each, a “Back-Up Certification”), in the form attached hereto as Exhibit K,
upon which the Certifying Person, the entity for which the Certifying Person
acts as an officer, and such entity’s officers, directors and Affiliates
(collectively with the Certifying Person, “Certification Parties”) can
reasonably rely. An officer of the Master Servicer in charge of the master
servicing function shall serve as the Certifying Person on behalf of the Trust.
Such officer of the Certifying Person can be contacted as set forth in Section
11.07. In
connection with the filing of any Form 10-K hereunder, the Trustee shall sign
a
Back-Up Certification substantially in the form of Exhibit Q; provided, however,
that the Trustee shall not be required to undertake an analysis of any
accountant’s report attached as an exhibit to the Form 10-K. In
the
event the Trustee is terminated or resigns pursuant to the terms of this
Agreement or any subcontractor or subservicer is terminated pursuant to the
related servicing agreement, the Trustee, subcontractor or subservicer, as
applicable, shall provide a Back-Up Certification to the Certifying Person
pursuant to this Section 3.18(b) with respect to the period of time it was
subject to this Agreement or the related servicing agreement, as
applicable.
(iv)
With
respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
or any Form 8-K Disclosure Information (collectively, the “Additional
Disclosure”) relating to the Trust Fund, the Trustee’s obligation to include
such Additional Information in the applicable Exchange Act report is subject
to
receipt from the entity that is indicated in Exhibit M as the responsible party
for providing that information, if other than the Trustee, as and when required
as described in Section 3.18(a)(i) through (iii) above. Such Additional
Disclosure shall be accompanied by a notice substantially in the form of Exhibit
N. Each of the Master Servicer, the Seller, the Trustee, the Custodian and
the
Depositor hereby agrees to notify and provide, and the Master Servicer agrees
to
enforce the obligations (to the extent provided in the related Servicing
Agreement) of each Servicer to notify and provide, to the extent known to the
Trustee and the Depositor all Additional Disclosure relating to the Trust Fund,
with respect to which such party is indicated in Exhibit M as the responsible
party for providing that information. The Depositor shall be responsible for
any
reasonable fees and expenses assessed or incurred by the Trustee in connection
with including any Additional Disclosure information pursuant to this
Section.
(v)
(A)
On or prior to January 30th of the first year in which the Trustee is able
to do
so under applicable law, the Trustee shall prepare and file a Form 15 relating
to the automatic suspension of reporting in respect of the Trust under the
Exchange Act.
(B)
In
the event that the Trustee is unable to timely file with the Commission all
or
any required portion of any Form 8-K, 10-D or 10-K required to be filed by
this
Agreement because required disclosure information was either not delivered
to it
or delivered to it after the delivery deadlines set forth in this Agreement
or
for any other reason, the Trustee shall promptly notify the Depositor and the
Master Servicer. In the case of Form 10-D and Form 10-K, the Depositor, the
Master Servicer and the Trustee shall cooperate to prepare and file a Form
12b-25 and a 10-DA and 10-KA as applicable, pursuant to Rule 12b-25 of the
Exchange Act. In the case of Form 8-K, the Trustee will, upon receipt of all
required Form 8-K Disclosure Information and upon the approval and direction
of
the Depositor, include such disclosure information on the next Form 10-D. In
the
event that any previously filed Form 8-K, 10-D or 10-K needs to be amended,
and
such amendment relates to any Additional Disclosure, the Trustee shall notify
the Depositor and the parties affected thereby and such parties will cooperate
to prepare any necessary Form 8-K, 10-DA or 10-KA. Any Form 15, Form 12b-25
or
any amendment to Form 8-K, 10-D or 10-K shall be signed by an appropriate
officer of the Master Servicer. The parties hereto acknowledge that the
performance by the Master Servicer and the Trustee of their respective duties
under this Section 3.18(a)(v) related to the timely preparation, execution
and
filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K
is
contingent upon the Master Servicer and the Depositor timely performing their
duties under this Section. Neither the Master Servicer nor the Trustee shall
have any liability for any loss, expense, damage or claim arising out of or
with
respect to any failure to properly prepare, execute and/or timely file any
such
Form 15, Form 12b-25 or any amendments to Form 8-K, 10-D or 10-K, where such
failure results from a party’s failure to deliver on a timely basis, any
information from such party needed to prepare, arrange for execution or file
such Form 15, Form 12b-25 or any amendments to Form 8-K, 10-D or 10-K, not
resulting from its own negligence, bad faith or willful misconduct.
The
Depositor agrees to promptly furnish to the Trustee, from time to time upon
request, such further information, reports and financial statements within
its
control related to this Agreement, the Mortgage Loans as the Trustee reasonably
deems appropriate to prepare and file all necessary reports with the Commission.
The Trustee shall have no responsibility to file any items other than those
specified in this Section 3.18; provided, however, the Trustee shall cooperate
with the Depositor in connection with any additional filings with respect to
the
Trust Fund as the Depositor deems necessary under the Exchange Act. Copies
of
all reports filed by the Trustee under the Exchange Act shall be available
on
the Trustee’s website initially located at xxx.xxxxxx.xxx/xxx. Fees and expenses
incurred by the Trustee in connection with this Section 3.18 shall not be
reimbursable from the Trust Fund.
(b) The
Trustee shall indemnify and hold harmless the Depositor and the Master Servicer
and each of its officers, directors and affiliates from and against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees
and
related costs, judgments and other costs and expenses arising out of or based
upon a breach of the Trustee’s obligations under Sections 3.16, 3.17 and 3.18 or
the Trustee’s negligence, bad faith or willful misconduct in connection
therewith. In addition, the Trustee shall indemnify and hold harmless the
Depositor and the Master Servicer and each of 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 reasonable costs and expenses arising out of or based upon (i) any
untrue statement or alleged untrue statement of any material fact contained
in
any Back-Up Certification, any Annual Statement of Compliance, any Assessment
of
Compliance or any Additional Disclosure provided by the Trustee on its behalf
or
on behalf of any subservicer or subcontractor engaged by the Trustee pursuant
to
Section 3.16, 3.17 or 3.18 (the
“Trustee Information”), or (ii) any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the
statements therein, in light of the circumstances in which they were made,
not
misleading; provided, by way of clarification, that this paragraph shall be
construed solely by reference to the Trustee Information and not to any other
information communicated in connection with the Certificates, without regard
to
whether the Trustee Information or any portion thereof is presented together
with or separately from such other information.
The
Depositor shall indemnify and hold harmless the Trustee and the Master Servicer
and each of its officers, directors and affiliates from and against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees
and
related costs, judgments and other costs and expenses arising out of or based
upon a breach of the obligations of the Depositor under Sections 3.16, 3.17
and
3.18 or the Depositor’s negligence, bad faith or willful misconduct in
connection therewith. In addition, the Depositor shall indemnify and hold
harmless the Master Servicer, the Trustee and each of 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 reasonable costs and expenses arising out of or based upon (i) any
untrue statement or alleged untrue statement of any material fact contained
in
any Additional Disclosure provided by the Depositor that is required to be
filed
pursuant to this Section 3.18 (the
“Depositor Information”),
or
(ii)
any omission or alleged omission to state therein a material fact required
to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading; provided, by way of
clarification, that this paragraph shall be construed solely by reference to
the
Depositor Information that is required to be filed and not to any other
information communicated in connection with the Certificates, without regard
to
whether the Depositor Information or any portion thereof is presented together
with or separately from such other information.
The
Master Servicer shall indemnify and hold harmless the Trustee and the Depositor
and each of its 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 reasonable costs and expenses
arising out of or based upon a breach of the obligations of the Master Servicer
under Sections 3.16, 3.17 and 3.18 or the Master Servicer’s negligence, bad
faith or willful misconduct in connection therewith. In addition, the Master
Servicer shall indemnify and hold harmless the Depositor and each of its
officers, directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of or based upon
(i)
any untrue statement or alleged untrue statement of any material fact contained
in any Annual Statement of Compliance, any Assessment of Compliance, any
Attestation Report or any Additional Disclosure or other information provided
by
the Master Servicer on its behalf or on behalf of any subservicer or
subcontractor engaged by the Master Servicer pursuant to Section 3.16, 3.17
or
3.18 (the
“Master Servicer Information”), or (ii) any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make
the statements therein, in light of the circumstances in which they were made,
not misleading; provided, by way of clarification, that this paragraph shall
be
construed solely by reference to the Master Servicer Information and not to
any
other information communicated in connection with the Certificates, without
regard to whether the Master Servicer Information or any portion thereof is
presented together with or separately from such other information.
If
the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Depositor, the Trustee or the Master Servicer, as applicable,
then
the defaulting party, in connection with any conduct for which it is providing
indemnification under this Section 3.18(c), agrees that it shall contribute
to
the amount paid or payable by the other parties as a result of the losses,
claims, damages or liabilities of the other party in such proportion as is
appropriate to reflect the relative fault and the relative benefit of the
respective parties.
The
indemnification provisions set forth in this Section 3.18(c) shall survive
the
termination of this Agreement or the termination of any party to this
Agreement.
(c) Failure
of the Master Servicer to comply with this Section 3.18 (including with respect
to the timeframes required herein) shall, constitute an Event of Default, and
at
the written direction of the Depositor the Trustee shall, in addition to
whatever rights the Trustee may have under this Agreement and at law or equity
or to damages, including injunctive relief and specific performance, upon notice
immediately terminate all of the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof
without compensating the Master Servicer for the same (but subject to the Master
Servicer’s rights to payment of any Master Servicing Compensation and
reimbursement of all amounts for which it is entitled to be reimbursed prior
to
the date of termination). Failure of the Trustee to comply with this Section
3.18 (including with respect to the timeframes required in this Section) which
failure results in a failure to timely file the related Form 10-K, shall be
deemed a default which may result in the termination of the Trustee pursuant
to
Section 9.08 of this Agreement and the Depositor may, in addition to whatever
rights the Depositor may have under this Agreement and at law or equity or
to
damages, including injunctive relief and specific performance, upon notice
immediately terminate all of the rights and obligations of the Trustee under
this Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Trustee for the same (but subject to the Trustee’s right to
reimbursement of all amounts for which it is entitled to be reimbursed prior
to
the date of termination). This paragraph shall supersede any other provision
in
this Agreement or any other agreement to the contrary. In connection with the
termination of the Master Servicer pursuant to this Section 3.18(d), the Trustee
shall be entitled to reimbursement of all costs and expenses associated with
such termination to the extent set forth in Section 9.05. Notwithstanding
anything to the contrary in this Agreement, no Event of Default by the Master
Servicer or default by the Trustee shall have occurred with respect to any
failure to properly prepare, execute and/or timely file any report on Form
8-K,
Form 10-D or Form 10-K, any Form 15 or Form 12b-25 or any amendments to Form
8-K, 10-D or 10-K, where such failure results from any party’s failure to
deliver on a timely basis, any information from such party needed to prepare,
arrange for execution or file any such report, Form or amendment, and does
not
result from its own negligence, bad faith or willful misconduct.
(d) Notwithstanding
the provisions of Section 11.02, this Section 3.18 may be amended without the
consent of the Certificateholders.
(e) Any
report, notice or notification to be delivered by the Master Servicer or the
Trustee to the Depositor pursuant to this Section 3.18, may be delivered via
email to or,
in
the case of a notification, telephonically by calling Reg AB Compliance Manager
at (000) 000-0000.
Section
3.19 Intention
of the Parties and Interpretation.
Each
of the parties acknowledges and agrees that the purpose of Sections 3.16, 3.17
and 3.18 of this Agreement is to facilitate compliance by the Seller, the
Depositor and the Master Servicer with the provisions of Regulation AB.
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 reasonable
requests made by the Seller, the Depositor, the Master Servicer or the Trustee
for delivery of additional or different information as the Seller, the
Depositor, the Master Servicer or the Trustee 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 obligations
of the parties to this transaction as are necessary to accommodate evolving
interpretations of the provisions of Regulation AB.
Section
3.20 UCC.
The
Depositor shall inform the Trustee in writing of any Uniform Commercial Code
financing statements that were filed on the Closing Date in connection with
the
Trust with stamped recorded copies of such financing statements to be delivered
to the Trustee promptly upon receipt by the Depositor. If directed by the
Depositor in writing, the Trustee will file any continuation statements solely
at the expense of the Depositor. The Depositor shall file any financing
statements or amendments thereto required by any change in the Uniform
Commercial Code.
Section
3.21 Optional
Purchase of Defaulted Mortgage Loans.
(a) With
respect to any Mortgage Loan which as of the first day of a Fiscal Quarter
is
delinquent in payment by 90 days or more or is an REO Property, the Seller
shall
have the right to purchase such Mortgage Loan from the Trust at a price equal
to
the Purchase Price; provided however (i) that such Mortgage Loan is still 90
days or more delinquent or is an REO Property as of the date of such purchase
and (ii) this purchase option, if not theretofore exercised, shall terminate
on
the date prior to the last day of the related Fiscal Quarter. This purchase
option, if not exercised, shall not be thereafter reinstated unless the
delinquency is cured and the Mortgage Loan thereafter again becomes 90 days
or
more delinquent or becomes an REO Property, in which case the option shall
again
become exercisable as of the first day of the related Fiscal Quarter. This
right
may be assigned by the Seller to a third party, including a holder of a Class
of
Certificates.
EMC
may,
at its option, purchase any Mortgage Loan from the Issuing Entity for which
the
first Scheduled Payment due to the Issuing Entity after the Closing Date
becomes
thirty days past due; provided, however, such Mortgage Loan was purchased
by EMC
or one of its affiliates from an originator pursuant to a loan purchase
agreement that obligated such originator to repurchase such Mortgage Loan
if one
or more Scheduled Payments becomes 30 or more days Delinquent (and such
originator has agreed to repurchase such Mortgage Loan). Such purchase shall
be
made at a price equal to 100% of the Stated Principal Balance thereof plus
accrued interest thereon at the applicable mortgage rate, from the date through
which interest was last paid by the related mortgagor or advanced to the
first
day of the month in which such amount is to be distributed.
(b) If
at any
time the Seller remits to the Master Servicer a payment for deposit in the
Master
Servicer Collection Account covering
the amount of the Purchase Price for such a Mortgage Loan, and the Seller
provides to the Trustee a certification signed by a Servicing Officer stating
that the amount of such payment has been deposited in the Master
Servicer Collection Account,
then
the Trustee shall execute the assignment of such Mortgage Loan prepared and
delivered to the Trustee, at the request of the Seller, without recourse,
representation or warranty, to the Seller which shall succeed to all of the
Trustee’s right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall be an assignment
outright and not for security. The Seller will thereupon own such Mortgage,
and
all such security and documents, free of any further obligation to the Trustee
or the Certificateholders with respect thereto.
ARTICLE
IV
Accounts
Section
4.01 Protected
Accounts.
(a) The
Master Servicer shall enforce the obligation of each Servicer to establish
and
maintain a Protected Account in accordance with the applicable Servicing
Agreement, with records to be kept with respect thereto on a Mortgage Loan
by
Mortgage Loan basis, into which accounts shall be deposited within two Business
Days (or as of such other time specified in the related Servicing Agreement)
of
receipt and identification, all collections of principal and interest on any
Mortgage Loan and any REO Property received by a Servicer, including Principal
Prepayments, Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries
and
advances made from the Servicer’s own funds (less servicing compensation as
permitted by the applicable Servicing Agreement in the case of any Servicer)
and
all other amounts to be deposited in the applicable Protected Account. Each
Servicer is hereby authorized to make withdrawals from and deposits to the
applicable Protected Account for purposes required or permitted by this
Agreement. Reconciliations will be prepared for the Protected Accounts within
45
calendar days after the bank statement cut-off date. To the extent provided
in
the related Servicing Agreement, the related Protected Account shall be held
by
a Designated Depository Institution and segregated on the books of such
institution in the name of the Trustee for the benefit of Holders of the
Certificates.
(b) To
the
extent provided in the related Servicing Agreement, amounts on deposit in a
Protected Account may be invested in Permitted Investments in the name of the
Trustee for the benefit of Holders of the Certificates and, except as provided
in the preceding paragraph, not commingled with any other funds. Such Permitted
Investments shall mature, or shall be subject to redemption or withdrawal,
no
later than the date on which such funds are required to be withdrawn for deposit
in the Master Servicer Collection Account, and shall be held until required
for
such deposit. The income earned from Permitted Investments made pursuant to
this
Section 4.01 shall be paid to the related Servicer under the applicable
Servicing Agreement, and the risk of loss of moneys required to be distributed
to the Holders of the Certificates resulting from such investments shall be
borne by and be the risk of the related Servicer. The related Servicer (to
the
extent provided in the applicable Servicing Agreement) shall deposit the amount
of any such loss in the related Protected Account within two Business Days
of
receipt of notification of such loss but not later than the second Business
Day
prior to the Distribution Date on which the moneys so invested are required
to
be distributed to the Holders of the Certificates.
(c) To
the
extent provided in the related Servicing Agreement and subject to this Article
IV, on or before each Servicer Remittance Date, the related Servicer shall
withdraw or shall cause to be withdrawn from its Protected Account and shall
immediately deposit or cause to be deposited in the Master Servicer Collection
Account amounts representing the following collections and payments (other
than
with respect to principal of or interest on the Mortgage Loans due on or before
the Cut-off Date):
(i) Scheduled
Payments on the Mortgage Loans received or any related portion thereof advanced
by such Servicer pursuant to its Servicing Agreement which were due on or before
the related Due Date, net of the amount thereof comprising its Servicing Fee
or
any fees with respect to any lender-paid primary mortgage insurance
policy;
(ii) Full
Principal Prepayments received by such Servicer with respect to the Mortgage
Loans in the related Prepayment Period, with interest to the date of prepayment,
net of the amount thereof comprising its Servicing Fee;
(iii) Liquidation
Proceeds or Subsequent Recoveries received by such Servicer with respect to
the
Mortgage Loans during the related calendar month;
(iv) Partial
Principal Prepayments received by such Servicer for the Mortgage Loans in the
related Prepayment Period; and
(v) Any
amount to be used as a Monthly Advance and any Compensating Interest
Payments.
(d) Withdrawals
may be made from an Account only to make remittances as provided in Sections
4.01(c), 4.02 and 4.03; to reimburse the Master Servicer or a Servicer for
Monthly Advances which have been recovered by subsequent collections from the
related Mortgagor; to remove amounts deposited in error; to remove fees, charges
or other such amounts deposited on a temporary basis; or to clear and terminate
the account at the termination of the Trust Fund in accordance with Section
10.01. As provided in Sections 4.01(a) and 4.02(b) certain amounts otherwise
due
to the Servicers may be retained by them and need not be deposited in the Master
Servicer Collection Account.
Section
4.02 Master
Servicer Collection Account.
(a) The
Master Servicer shall establish and maintain in the name of the Trustee, for
the
benefit of the Holders of the Certificates, the Master Servicer Collection
Account as a segregated trust account or accounts. The Master Servicer
Collection Account shall be an Eligible Account. The Master Servicer will
deposit in the Master Servicer Collection Account as identified by the Master
Servicer and as received by the Master Servicer, the following
amounts:
(i) Any
amounts withdrawn from a Protected Account for deposit into the Master Servicer
Collection Account in accordance with the related Servicing
Agreement;
(ii) Any
Monthly Advance and any Compensating Interest Payments;
(iii) Any
Insurance Proceeds or Net Liquidation Proceeds or Subsequent Recoveries received
by or on behalf of the Master Servicer or which were not deposited in a
Protected Account;
(iv) The
Purchase Price with respect to any Mortgage Loans purchased by the Seller
pursuant to the Mortgage Loan Purchase Agreement or Sections 2.02 or 2.03
hereof, any amounts which are to be treated pursuant to Section 2.04 of this
Agreement as the payment of a Purchase Price in connection with the tender
of a
Substitute Mortgage Loan by the Seller, the Purchase Price with respect to
any
Mortgage Loans purchased by the Company pursuant to Section 3.21, and all
proceeds of any Mortgage Loans or property acquired with respect thereto
repurchased by the Depositor or its designee pursuant to Section
10.01;
(v) Any
amounts required to be deposited with respect to losses on investments of
deposits in an Account; and
(vi) Any
other
amounts received by or on behalf of the Master Servicer and required to be
deposited in the Master Servicer Collection Account pursuant to this
Agreement.
(b) All
amounts deposited to the Master Servicer Collection Account shall be held by
the
Master Servicer in the name of the Trustee in trust for the benefit of the
Certificateholders in accordance with the terms and provisions of this
Agreement. The requirements for crediting the Master Servicer Collection Account
shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments in the nature of (i) prepayment or late
payment charges or assumption, tax service, statement account or payoff,
substitution, satisfaction, release and other like fees and charges and (ii)
the
items enumerated in Subsections 4.05(a)(i), (ii), (iii), (iv), (vi), (vii),
(viii), (ix), (x), (xi), (xii) and (xiii), need not be credited by the Master
Servicer or the related Servicer to the Distribution Account or the Master
Servicer Collection Account, as applicable. Reconciliations will be prepared
for
the Master Servicing Collection Account within 45 calendar days after the bank
statement cut-off date. In the event that the Master Servicer shall deposit
or
cause to be deposited to the Distribution Account any amount not required to
be
credited thereto, the Trustee, upon receipt of a written request therefor signed
by a Servicing Officer of the Master Servicer, shall promptly transfer such
amount to the Master Servicer, any provision herein to the contrary
notwithstanding.
(c) The
amount at any time credited to the Master Servicer Collection Account may be
invested, in the name of the Trustee, or its nominee, for the benefit of the
Certificateholders, in Permitted Investments as directed by Master Servicer.
All
Permitted Investments shall mature or be subject to redemption or withdrawal
on
or before, and shall be held until, the next succeeding Distribution Account
Deposit Date. Any and all investment earnings on amounts on deposit in the
Master
Servicer Collection Account
from
time to time shall be for the account of the Master Servicer. The Master
Servicer from time to time shall be permitted to withdraw or receive
distribution of any and all investment earnings from the Master Servicer
Collection Account. The risk of loss of moneys required to be distributed to
the
Certificateholders resulting from such investments shall be borne by and be
the
risk of the Master Servicer. The Master Servicer shall deposit the amount of
any
such loss in the Master Servicer Collection Account within two Business Days
of
receipt of notification of such loss but not later than the second Business Day
prior to the Distribution Date on which the moneys so invested are required
to
be distributed to the Certificateholders.
Section
4.03 Permitted
Withdrawals and Transfers from the Master Servicer Collection
Account.
(a) The
Master Servicer will, from time to time on demand of a Servicer or the Trustee,
make or cause to be made such withdrawals or transfers from the Master Servicer
Collection Account as the Master Servicer has designated for such transfer
or
withdrawal pursuant to this Agreement and the related Servicing Agreement.
The
Master Servicer may clear and terminate the Master Servicer Collection Account
pursuant to Section 10.01 and remove amounts from time to time deposited in
error.
(b) On
an
ongoing basis, the Master Servicer shall withdraw from the Master Servicer
Collection Account (i) any expenses, costs and liabilities recoverable by the
Trustee, the Master Servicer or the Custodian pursuant to Sections 3.03, 7.03
and 9.05 and (ii) any amounts payable to the Master Servicer as set forth in
Section 3.14; provided however, that the Master Servicer shall be obligated
to
pay from its own funds any amounts which it is required to pay under Section
7.03(a).
(c) In
addition, on or before each Distribution Account Deposit Date, the Master
Servicer shall deposit in the Distribution Account (or remit to the Trustee
for
deposit therein) any Monthly Advances required to be made by the Master Servicer
with respect to the Mortgage Loans.
(d) No
later
than noon New York time on each Distribution Account Deposit Date, the Master
Servicer will transfer all Available Funds on deposit in the Master Servicer
Collection Account with respect to the related Distribution Date to the Trustee
for deposit in the Distribution Account.
Section
4.04 Distribution
Account.
(a) The
Trustee shall establish and maintain in the name of the Trustee, for the benefit
of the Certificateholders, the Distribution Account as a segregated trust
account or accounts.
(b) The
Distribution Account shall be an Eligible Account. The Trustee shall deposit
in
the Distribution Account the following amounts:
(i) Any
amounts withdrawn from the Master Servicer Collection Account and remitted
by
the Master Servicer for deposit into the Distribution
Account;
(ii) Any
Monthly Advance;
(iii) Any
Compensating Interest Payments paid by the applicable Servicer;
(iv) Any
Insurance Proceeds or Net Liquidation Proceeds or Subsequent Recoveries received
by or on behalf of the Master Servicer;
(v) The
Purchase Price with respect to any Mortgage Loans purchased by the Seller
pursuant to the Mortgage Loan Purchase Agreement or Sections 2.02 or 2.03
hereof, any amounts which are to be treated pursuant to Section 2.04 of this
Agreement as the payment of a Purchase Price in connection with the tender
of a
Substitute Mortgage Loan by the Seller, the Purchase Price with respect to
any
Mortgage Loans purchased by the Seller pursuant to Section 3.21, and all
proceeds of any Mortgage Loans or property acquired with respect thereto
repurchased by the Depositor or its designee pursuant to Section
10.01;
(vi) Any
amounts required to be deposited with respect to losses on investments of
deposits in the Distribution Account; and
(vii) Any
other
amounts received by or on behalf of the Trustee and required to be deposited
in
the Distribution Account pursuant to this Agreement.
(c) All
amounts deposited to the Distribution Account shall be held by the Trustee
in
the name of the Trustee in trust for the benefit of the Certificateholders
in
accordance with the terms and provisions of this Agreement. In the event that
the Master Servicer shall deposit or remit for deposit to the Distribution
Account any amount not required to be credited thereto, the Trustee, upon
receipt of a written request therefor signed by a Servicing Officer of the
Master Servicer, shall promptly transfer such amount to the Master Servicer,
any
provision herein to the contrary notwithstanding.
(d) The
Distribution Account shall constitute a trust account of the Trust Fund
segregated on the books of the Trustee and held by the Trustee in trust in
its
Corporate Trust Office, and the Distribution Account and the funds deposited
therein shall not be subject to, and shall be protected from, all claims, liens,
and encumbrances of any creditors or depositors of the Trustee or the Master
Servicer (whether made directly, or indirectly through a liquidator or receiver
of the Trustee or the Master Servicer). The Distribution Account shall be an
Eligible Account. The amount at any time credited to the Distribution Account
shall be
(i) held in cash and fully insured by the FDIC to the maximum coverage provided
thereby or (ii) invested in the name of the Trustee, in such Permitted
Investments as may be selected by the Trustee or deposited in demand deposits
with such depository institutions as may be selected by the Trustee, provided
that time deposits of such depository institutions would be a Permitted
Investment. All Permitted Investments shall mature or be subject to redemption
or withdrawal on or before, and shall be held until, the next succeeding
Distribution Date if the obligor for such Permitted Investment is the Trustee
or, if such obligor is any other Person, the Business Day preceding such
Distribution Date. All investment earnings on amounts on deposit in the
Distribution Account or benefit from funds uninvested therein from time to
time
shall be for the account of the Trustee. The Trustee shall be permitted to
withdraw or receive distribution of any and all investment earnings from the
Distribution Account on each Distribution Date. If there is any loss on a
Permitted Investment or demand deposit, the Trustee shall deposit such amount
in
the Distribution Account.
With
respect to the Distribution Account and the funds deposited therein, the Master
Servicer shall take such action as may be necessary to ensure that the related
Certificateholders shall be entitled to the priorities afforded to such a trust
account (in addition to a claim against the estate of the Trustee) as provided
by 12 U.S.C. § 92a(e), and applicable regulations pursuant thereto, if
applicable, or any applicable comparable state statute applicable to state
chartered banking corporations.
Section
4.05 Permitted
Withdrawals and Transfers from the Distribution Account.
(a) The
Trustee will, from time to time on written demand of the Master Servicer, make
or cause to be made such withdrawals or transfers from the Distribution Account
as the Master Servicer has designated for such transfer or withdrawal pursuant
to this Agreement and the Servicing Agreements or as the Trustee has instructed
hereunder for the following purposes (limited in the case of amounts due the
Master Servicer to those not withdrawn from the Master Servicer Collection
Account in accordance with the terms of this Agreement);
(i) to
reimburse the Master Servicer or any Servicer for any Monthly Advance of its
own
funds, the right of the Master Servicer or a Servicer to reimbursement pursuant
to this subclause (i) being limited to amounts received on a particular Mortgage
Loan (including, for this purpose, the Purchase Price therefor, Insurance
Proceeds, Liquidation Proceeds and Subsequent Recoveries) which represent late
payments or recoveries of the principal of or interest on such Mortgage Loan
respecting which such Monthly Advance was made;
(ii) to
reimburse the Master Servicer or any Servicer from Insurance Proceeds or
Liquidation Proceeds relating to a particular Mortgage Loan for amounts expended
by the Master Servicer or such Servicer in good faith in connection with the
restoration of the related Mortgaged Property which was damaged by an Uninsured
Cause or in connection with the liquidation of such Mortgage Loan;
(iii) to
reimburse the Master Servicer or any Servicer from Insurance Proceeds relating
to a particular Mortgage Loan for insured expenses incurred with respect to
such
Mortgage Loan and to reimburse the Master Servicer or such Servicer from
Liquidation Proceeds from a particular Mortgage Loan for Liquidation Expenses
incurred with respect to such Mortgage Loan; provided that the Master Servicer
shall not be entitled to reimbursement for Liquidation Expenses with respect
to
a Mortgage Loan to the extent that (i) any amounts with respect to such Mortgage
Loan were paid as Excess Liquidation Proceeds pursuant to clause (viii) of
this
Subsection 4.05(a) to the Master Servicer; and (ii) such Liquidation Expenses
were not included in the computation of such Excess Liquidation
Proceeds;
(iv) to
reimburse the Master Servicer or any Servicer for advances of funds (other
than
Monthly Advances) made with respect to the Mortgage Loans, and the right to
reimbursement pursuant to this subclause being limited to amounts received
on
the related Mortgage Loan (including, for this purpose, the Purchase Price
therefor, Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries)
which represent late recoveries of the payments for which such advances were
made;
(v) to
reimburse the Master Servicer or any Servicer for any Monthly Advance or
advance, after a Realized Loss has been allocated with respect to the related
Mortgage Loan if the Monthly Advance or advance has not been reimbursed pursuant
to clauses (i) and (iv);
(vi) to
pay
the Master Servicer as set forth in Section 3.14;
(vii) to
reimburse the Master Servicer for expenses, costs and liabilities incurred
by
and reimbursable to it pursuant to Sections 3.03, 7.04(c) and (d);
(viii) to
pay to
the Master Servicer, as additional servicing compensation, any Excess
Liquidation Proceeds to the extent not retained by the related
Servicer;
(ix) to
reimburse or pay any Servicer any such amounts as are due thereto under the
applicable Servicing Agreement and have not been retained by or paid to the
Servicer, to the extent provided in the related Servicing
Agreement;
(x) to
reimburse the Trustee or the Custodian for expenses, costs and liabilities
incurred by or reimbursable to it pursuant to this Agreement and the Custodial
Agreement;
(xi)
to
pay the Trustee as set forth in Section 9.05;
(xii) to
remove
amounts deposited in error; and
(xiii) to
clear
and terminate the Distribution Account pursuant to Section 10.01.
(b) The
Master Servicer shall keep and maintain separate accounting, on a Mortgage
Loan
by Mortgage Loan basis, for the purpose of accounting for any reimbursement
from
the Distribution Account pursuant to subclauses (i) through (iv) or with respect
to any such amounts which would have been covered by such subclauses had the
amounts not been retained by the Master Servicer without being deposited in
the
Distribution Account under Section 4.04(c).
(c) On
each
Distribution Date, the Trustee shall distribute the Available Funds to the
extent on deposit in the Distribution Account to the Holders of the Certificates
in accordance with Section 6.01.
ARTICLE
V
Certificates
Section
5.01 Certificates.
(a) The
Depository and the Depositor signing on behalf of the Issuing Entity have
entered into a Depository Agreement dated as of the Closing Date (the
“Depository Agreement”). The Non-Offered Certificates (which are also Physical
Certificates) and the Individual Certificates and as provided in Subsection
5.01(b), the 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 a successor to
the
Depository; (ii) ownership and transfers of registration of such Certificates
on
the books of the Depository shall be governed by applicable rules established
by
the Depository; (iii) the Depository may collect its usual and customary fees,
charges and expenses from its Depository Participants; (iv) the Trustee shall
deal with the Depository as representative of such Certificate Owners of the
respective Class of Certificates for purposes of exercising the rights of the
related Certificateholders 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; and (v) the Trustee
may
rely and shall be fully protected in relying upon information furnished by
the
Depository with respect to its Depository Participants.
The
Residual Certificates and the Non-Offered Subordinate Certificates are initially
Physical Certificates. If at any time the Holders of all of the Certificates
of
one or more such Classes request that the Trustee cause such Class to become
Global Certificates, the Trustee and the Depositor will take such action as
may
be reasonably required to cause the Depository to accept such Class or Classes
for trading if it may legally be so traded.
All
transfers by Certificate Owners of such respective Classes of Book-Entry
Certificates and any Global 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 it represents or of
brokerage firms for which it acts as agent in accordance with the Depository’s
normal procedures.
(b) If
(i)(A)
the Depositor advises the Trustee in writing that the Depository is no longer
willing or able to properly discharge its responsibilities as Depository and
(B)
the Depositor is unable to locate a qualified successor within 30 days or (ii)
the Depositor at its option advises the Trustee in writing that it elects to
terminate the book-entry system through the Depository, the Trustee shall
request that the Depository notify all Certificate Owners of the occurrence
of
any such event and of the availability of definitive, fully registered
Certificates to Certificate Owners requesting the same. Upon surrender to the
Trustee of the Certificates by the Depository, accompanied by registration
instructions from the Depository for registration, the Trustee shall issue
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.
(c) (i) REMIC
I
will be evidenced by (x) the REMIC I Regular Interests, which will be
uncertificated and non-transferable and are hereby designated as the “regular
interests” in REMIC I and have the initial principal amounts and accrue interest
at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(i),
and (y) the Class R-1 Certificates, which are hereby designated as the sole
class of “residual interests” in REMIC I.
The
REMIC
I Regular Interests and the Class R-1 Certificates will have the following
designations, initial principal amounts and Pass-Through Rates:
Designation
|
Initial
Principal Amount
|
Pass-Through
Rate
|
|||||
A-1
|
$
|
530,733,000.00
|
6.000
|
%
|
|||
A-2
|
$
|
45,842,000.00
|
6.000
|
%
|
|||
A-3
|
$
|
30,000,000.00
|
6.000
|
%
|
|||
A-4-1
|
$
|
22,916,666.67
|
6.000
|
%
|
|||
A-4-2
|
$
|
2,083,333.33
|
6.000
|
%
|
|||
A-5-1
|
$
|
7,800,833.33
|
6.000
|
%
|
|||
A-5-2
|
$
|
709,166.67
|
6.000
|
%
|
|||
A-6-1
|
$
|
4,033,241.67
|
6.000
|
%
|
|||
A-6-2
|
$
|
366,658.33
|
6.000
|
%
|
|||
X
|
(1)
|
|
(2)
|
|
|||
PO
|
$
|
7,459,648.63
|
6.000
|
%
|
|||
B-1
|
$
|
10,867,000.00
|
6.000
|
%
|
|||
B-2
|
$
|
5,432,000.00
|
6.000
|
%
|
|||
B-3
|
$
|
3,396,000.00
|
6.000
|
%
|
|||
B-4
|
$
|
3,395,000.00
|
6.000
|
%
|
|||
B-5
|
$
|
2,378,000.00
|
6.000
|
%
|
|||
B-6
|
$
|
1,699,453.19
|
6.000
|
%
|
|||
Class
R-1
|
$
|
50.00
|
6.000
|
%
|
|||
R-2
|
$
|
50.00
|
6.000
|
%
|
(1)
|
REMIC
I Regular Interest X will not have an initial principal amount but
will
accrue interest on its uncertificated notional amount calculated
in
accordance with the related definition of “Uncertificated Notional Amount”
herein.
|
(2)
|
A
variable pass-through rate equal to the weighted average of the excesses,
if any, of (a) the Net Mortgage Rates on the Mortgage Loans over
(b)
6.000% per annum.
|
Principal
shall be payable to, and shortfalls, losses and prepayments are allocable to,
the REMIC I Regular Interests as such amounts are payable and allocable to
the
Corresponding Interests; provided that, solely for purposes of the foregoing,
any principal, shortfalls, losses or prepayments payable and allocable to each
of the Class A-4, Class A-5 and Class A-6 Certificates shall be payable and
allocable to the two REMIC I Regular Interests for which such Certificates
are
Corresponding Interests on a pro rata basis, and provided further that, solely
for purposes of the foregoing, any shortfalls or losses allocable to the Class
A-7 Certificates shall be deemed to be allocated entirely to the Class A-4,
Class A-5 and Class A-6 Certificates on a pro rata basis. Interest shall be
payable to each REMIC I Regular Interest at the Pass-Through Rate for such
REMIC
I Regular Interest on its Uncertificated Principal Balance.
(ii) The
Classes of the Certificates shall have the following designations, initial
principal amounts and Pass-Through Rates:
Designation
|
Initial
Principal Amount
|
Pass-Through
Rate
|
||||||||
A-1
|
$
|
530,733,000.00
|
6.00
|
%
|
||||||
A-2
|
$
|
45,842,000.00
|
6.00
|
%
|
||||||
A-3
|
$
|
30,000,000.00
|
6.00
|
%
|
||||||
A-4
|
$
|
25,000,000.00
|
5.50
|
%
|
||||||
A-5
|
$
|
8,510,000.00
|
5.50
|
%
|
||||||
A-6
|
$
|
4,399,900.00
|
5.50
|
%
|
||||||
A-7
|
$
|
(1)
|
|
6.00
|
%
|
|||||
X
|
$
|
(1)
|
|
(2)
|
|
|||||
PO
|
$
|
7,459,648.63
|
N/A
|
|||||||
B-1
|
$
|
10,867,000.00
|
6.00
|
%
|
||||||
B-2
|
$
|
5,432,000.00
|
6.00
|
%
|
||||||
B-3
|
$
|
3,396,000.00
|
6.00
|
%
|
||||||
B-4
|
$
|
3,395,000.00
|
6.00
|
%
|
||||||
B-5
|
$
|
2,378,000.00
|
6.00
|
%
|
||||||
B-6
|
$
|
1,699,453.19
|
6.00
|
%
|
||||||
R-1
|
$
|
50.00
|
6.00
|
%
|
||||||
R-2
|
$
|
50.00
|
6.00
|
%
|
(1)
|
As
described in the definition of Notional Amount
herein.
|
(2)
|
The
Class X Certificates will bear interest at a Pass-Through Rate equal
to
weighted average of the excesses, if any, of (a) the Net Mortgage
Rates on
the Mortgage Loans over (b) 6.000% per annum; provided that, for
federal
income tax purposes, the Class X Certificates will not have a Pass-Through
Rate but will be entitled to receive 100% of the amounts payable
with
respect to REMIC I Regular Interest
X.
|
(d) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Mortgage
Loan
with the latest maturity date in the Trust Fund has been designated as the
“latest possible maturity date” for the REMIC I Regular Interests and the
Regular Certificates.
(e) With
respect to each Distribution Date, each Class of Certificates shall accrue
interest during the related Interest Accrual Period. With respect to each
Distribution Date and each such Class of Certificates, interest shall be
calculated on the basis of a 360-day year comprised of twelve 30-day months,
based upon the respective Pass-Through Rate set forth, or determined as
provided, above and the Current Principal Amount (or Notional Amount in the
case
of the Interest Only Certificates) of such Class applicable to such Distribution
Date.
(f) The
Certificates shall be substantially in the forms set forth in Exhibits X-0,
X-0,
X-0, X-0 or A-5, as applicable. On original issuance, the Trustee shall sign,
countersign and shall deliver them at the direction of the Depositor. Pending
the preparation of Definitive Certificates of any Class, the Trustee may sign
and countersign temporary Certificates that are printed, lithographed or
typewritten, in authorized denominations for Certificates of such Class,
substantially of the tenor of the Definitive Certificates in lieu of which
they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers or authorized signatories executing such
Certificates may determine, as evidenced by their execution of such
Certificates. If temporary Certificates are issued, the Depositor will cause
Definitive Certificates to be prepared without unreasonable delay. After the
preparation of Definitive Certificates, the temporary Certificates shall be
exchangeable for definitive Certificates upon surrender of the temporary
Certificates at the office of the Trustee, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Certificates, the
Trustee shall sign and countersign and deliver in exchange therefor a like
aggregate principal amount, in authorized denominations for such Class, of
Definitive Certificates of the same Class. Until so exchanged, such temporary
Certificates shall in all respects be entitled to the same benefits as
Definitive Certificates.
(g) Each
Class of Book-Entry Certificates will be registered as a single Certificate
of
such Class held by a nominee of the Depository or the DTC Custodian, and
beneficial interests will be held by investors through the book-entry facilities
of the Depository in minimum denominations of (i) in the case of the Senior
Certificates (other than the Class A-2 Certificates and Residual Certificates),
$100,000 and in each case increments of $1.00 in excess thereof, (ii) in the
case of the Class A-2 Certificates, $1,000 and increments of $1.00 in excess
thereof, and (iii) in the case of the Subordinate Certificates, $100,000 and
increments of $1.00 in excess thereof, except that one Certificate of each
such
Class may be issued in a different amount so that the sum of the denominations
of all outstanding Certificates of such Class shall equal the Current Principal
Amount of such Class on the Closing Date. On the Closing Date, the Trustee
shall
execute and countersign Physical Certificates all in an aggregate principal
amount that shall equal the Current Principal Amount of such Class on the
Closing Date. The Non-Offered Certificates shall be issued in certificated
fully-registered form in minimum dollar denominations of $100,000 and integral
multiples of $1.00 in excess thereof, except that one of each of the Non-Offered
Certificates of each Class may be issued in a different amount so that the
sum
of the denominations of all outstanding related Non-Offered Certificates of
such
Class shall equal the Current Principal Amount of such Class on the Closing
Date. The Class R-1 and Class R-2 Certificates shall each be issued in
certificated fully-registered form, in the denomination of $50. Each Class
of
Global Certificates, if any, shall be issued in fully registered form in minimum
dollar denominations of $100,000 and integral multiples of $1.00 in excess
thereof, except that one Certificate of each Class may be in a different
denomination so that the sum of the denominations of all outstanding
Certificates of such Class shall equal the Current Principal Amount of such
Class on the Closing Date. On the Closing Date, the Trustee shall execute and
countersign (i) in the case of each Class of the Offered Certificates, the
Certificate in the entire Current Principal Amount of the respective Class
and
(ii) in the case of each Class of the Non-Offered Certificates, Individual
Certificates all in an aggregate principal amount that shall equal the Current
Principal Amount of each such respective Class on the Closing Date. The
Certificates referred to in clauses (i) and (ii) and if at any time there are
to
be Global Certificates, the Global Certificates shall be delivered by the
Depositor to the Depository or pursuant to the Depository’s instructions, shall
be delivered by the Depositor on behalf of the Depository to and deposited
with
the DTC Custodian. The Trustee shall sign the Certificates by facsimile or
manual signature and countersign them by manual signature on behalf of the
Trustee by one or more authorized signatories, each of whom shall be Responsible
Officers of the Trustee or its agent. A Certificate bearing the manual and
facsimile signatures of individuals who were the authorized signatories of
the
Trustee or its agent at the time of issuance shall bind the Trustee,
notwithstanding that such individuals or any of them have ceased to hold such
positions prior to the delivery of such Certificate.
(h) No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless there appears on such Certificate the manually executed
countersignature of the Trustee or its agent, and such countersignature upon
any
Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly executed and delivered hereunder. All Certificates
issued on the Closing Date shall be dated the Closing Date. All Certificates
issued thereafter shall be dated the date of their
countersignature.
(i) The
Closing Date is hereby designated as the “startup” day of each REMIC within the
meaning of Section 860G(a)(9) of the Code.
(j) For
federal income tax purposes, each REMIC shall have a tax year that is a calendar
year and shall report income on an accrual basis.
(k) The
Trustee on behalf of the Trust shall cause each REMIC to timely elect to be
treated as a REMIC under Section 860D of the Code. Any inconsistencies or
ambiguities in this Agreement or in the administration of any trust established
hereby shall be resolved in a manner that preserves the validity of such
elections.
(l) The
following legend shall be placed on the Residual Certificates, whether upon
original issuance or upon issuance of any other Certificate of any such Class
in
exchange therefor or upon transfer thereof:
THIS
CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF,
AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE PROPOSED
TRANSFEREE PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL ADDRESSED TO THE
DEPOSITOR, TRUSTEE AND MASTER SERVICER AND ON WHICH THEY MAY RELY THAT IS
SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OF CERTIFICATES ON BEHALF OF
SUCH
PERSON WILL NOT RESULT IN OR CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION,
IS
PERMISSIBLE UNDER APPLICABLE LAW AND WILL NOT GIVE RISE TO ANY ADDITIONAL
OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER OR THE
TRUSTEE.
The
following legend shall be placed upon the Class B-4, Class B-5 and Class B-6
Certificates, whether upon original issuance or upon issuance of any other
Certificate of any such Class in exchange therefor or upon transfer
thereof:
THIS
CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF,
AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE TRANSFEREE
CERTIFIES OR REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE
AND THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS ASSETS: (I)
WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN
INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED
TO, PROHIBITED TRANSACTION EXEMPTION (“PTE”) 84-14, XXX 00-00, XXX 00-0, XXX
95-60 OR PTE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS
ON
THE PART OF THE DEPOSITOR, THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE
DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL
CERTIFICATE OR UNLESS THE OPINION SPECIFIED IN SECTION 5.07 OF THE AGREEMENT
IS
PROVIDED.
Section
5.02 Registration
of Transfer and Exchange of Certificates.
(a) The
Trustee shall maintain at its Corporate Trust Office a separate Certificate
Register for Certificates in which, subject to such reasonable regulations
as it
may prescribe, the Trustee shall provide for the registration of the
Certificates and of transfers and exchanges of the Certificates as herein
provided.
(b) Subject
to Subsection 5.01(a) and, in the case of any Global Certificate or Physical
Certificate upon the satisfaction of the conditions set forth below, upon
surrender for registration of transfer of any Certificate at any office or
agency of the Trustee maintained for such purpose, the Trustee shall sign,
countersign and shall deliver, in the name of the designated transferee or
transferees, a new Certificate of a like Class and aggregate Fractional
Undivided Interest, but bearing a different number.
(c) By
acceptance of an Individual Certificate, whether upon original issuance or
subsequent transfer, each holder of such a Certificate acknowledges the
restrictions on the transfer of such Certificate set forth in the Securities
Legend and agrees that it will transfer such a Certificate only as provided
herein. In addition to the provisions of Subsection 5.02(h), the following
restrictions shall apply with respect to the transfer and registration of
transfer of an Individual Certificate to a transferee that takes delivery in
the
form of an Individual Certificate:
(i) The
Trustee shall register the transfer of an Individual Certificate if the
requested transfer is being made to a transferee who has provided the Trustee
with a Rule 144A Certificate or comparable evidence as to its QIB
status.
(ii) The
Trustee shall register the transfer of any Individual Certificate if (x) the
transferor has advised the Trustee in writing that the Certificate is being
transferred to an Institutional Accredited Investor; and (y) prior to the
transfer the transferee furnishes to the Trustee an Investment Letter (and
the
Trustee shall be fully protected in so doing), provided that, if based upon
an
Opinion of Counsel addressed to the Trustee to the effect that the delivery
of
(x) and (y) above are not sufficient to confirm that the proposed transfer
is
being made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and other applicable laws,
the Trustee shall as a condition of the registration of any such transfer
require the transferor to furnish such other certifications, legal opinions
or
other information prior to registering the transfer of an Individual Certificate
as shall be set forth in such Opinion of Counsel.
(d) Subject
to Subsection 5.02(h), so long as a Global Certificate of such Class is
outstanding and is held by or on behalf of the Depository, transfers of
beneficial interests in such Global Certificate, or transfers by holders of
Individual Certificates of such Class to transferees that take delivery in
the
form of beneficial interests in the Global Certificate, may be made only in
accordance with this Subsection 5.02(d) and in accordance with the rules of
the
Depository:
(i) In
the
case of a beneficial interest in the Global Certificate being transferred to
an
Institutional Accredited Investor, such transferee shall be required to take
delivery in the form of an Individual Certificate or Certificates and the
Trustee shall register such transfer only upon compliance with the provisions
of
Subsection 5.02(c)(ii).
(ii) In
the
case of a beneficial interest in a Class of Global Certificates being
transferred to a transferee that takes delivery in the form of an Individual
Certificate or Certificates of such Class, except as set forth in clause (i)
above, the Trustee shall register such transfer only upon compliance with the
provisions of Subsection 5.02(c)(i).
(iii) In
the
case of an Individual Certificate of a Class being transferred to a transferee
that takes delivery in the form of a beneficial interest in a Global Certificate
of such Class, the Trustee shall register such transfer if the transferee has
provided the Trustee with a Rule 144A Certificate or comparable evidence as
to
its QIB status.
(iv) No
restrictions shall apply with respect to the transfer or registration of
transfer of a beneficial interest in the Global Certificate of a Class to a
transferee that takes delivery in the form of a beneficial interest in the
Global Certificate of such Class; provided that each such transferee shall
be
deemed to have made such representations and warranties contained in the Rule
144A Certificate as are sufficient to establish that it is a QIB.
(e) Subject
to Subsection 5.02(h), an exchange of a beneficial interest in a Global
Certificate of a Class for an Individual Certificate or Certificates of such
Class, an exchange of an Individual Certificate or Certificates of a Class
for a
beneficial interest in the Global Certificate of such Class and an exchange
of
an Individual Certificate or Certificates of a Class for another Individual
Certificate or Certificates of such Class (in each case, whether or not such
exchange is made in anticipation of subsequent transfer, and, in the case of
the
Global Certificate of such Class, so long as such Certificate is outstanding
and
is held by or on behalf of the Depository) may be made only in accordance with
this Subsection 5.02(e) and in accordance with the rules of the
Depository:
(i) A
holder
of a beneficial interest in a Global Certificate of a Class may at any time
exchange such beneficial interest for an Individual Certificate or Certificates
of such Class.
(ii) A
holder
of an Individual Certificate or Certificates of a Class may exchange such
Certificate or Certificates for a beneficial interest in the Global Certificate
of such Class if such holder furnishes to the Trustee a Rule 144A Certificate
or
comparable evidence as to its QIB status.
(iii) A
holder
of an Individual Certificate of a Class may exchange such Certificate for an
equal aggregate principal amount of Individual Certificates of such Class in
different authorized denominations without any certification.
(f) (i) Upon
acceptance for exchange or transfer of an Individual Certificate of a Class
for
a beneficial interest in a Global Certificate of such Class as provided herein,
the Trustee shall cancel such Individual Certificate and shall (or shall request
the Depository to) endorse on the schedule affixed to the applicable Global
Certificate (or on a continuation of such schedule affixed to the Global
Certificate and made a part thereof) or otherwise make in its books and records
an appropriate notation evidencing the date of such exchange or transfer and
an
increase in the certificate balance of the Global Certificate equal to the
certificate balance of such Individual Certificate exchanged or transferred
therefor.
(ii) Upon
acceptance for exchange or transfer of a beneficial interest in a Global
Certificate of a Class for an Individual Certificate of such Class as provided
herein, the Trustee shall (or shall request the Depository to) endorse on the
schedule affixed to such Global Certificate (or on a continuation of such
schedule affixed to such Global Certificate and made a part thereof) or
otherwise make in its books and records an appropriate notation evidencing
the
date of such exchange or transfer and a decrease in the certificate balance
of
such Global Certificate equal to the certificate balance of such Individual
Certificate issued in exchange therefor or upon transfer thereof.
(g) The
Securities Legend shall be placed on any Individual Certificate issued in
exchange for or upon transfer of another Individual Certificate or of a
beneficial interest in a Global Certificate.
(h) Subject
to the restrictions on transfer and exchange set forth in this Section 5.02,
the
holder of any Individual Certificate may transfer or exchange the same in whole
or in part (in an initial certificate balance equal to the minimum authorized
denomination set forth in Section 5.01(g) above or any integral multiple of
$1.00 in excess thereof) by surrendering such Certificate at the Corporate
Trust
Office, or at the office of any transfer agent, together with an executed
instrument of assignment and transfer satisfactory in form and substance to
the
Trustee in the case of transfer and a written request for exchange in the case
of exchange. The holder of a beneficial interest in a Global Certificate may,
subject to the rules and procedures of the Depository, cause the Depository
(or
its nominee) to notify the Trustee in writing of a request for transfer or
exchange of such beneficial interest for an Individual Certificate or
Certificates. Following a proper request for transfer or exchange, the Trustee
shall, within five Business Days of such request made at the Corporate Trust
Office, sign, countersign and deliver at the Corporate Trust Office, to the
transferee (in the case of transfer) or holder (in the case of exchange) or
send
by first class mail at the risk of the transferee (in the case of transfer)
or
holder (in the case of exchange) to such address as the transferee or holder,
as
applicable, may request, an Individual Certificate or Certificates, as the
case
may require, for a like aggregate Fractional Undivided Interest and in such
authorized denomination or denominations as may be requested. The presentation
for transfer or exchange of any Individual Certificate shall not be valid unless
made at the Corporate Trust Office by the registered holder in person, or by
a
duly authorized attorney-in-fact.
(i) At
the
option of the Certificateholders, Certificates may be exchanged for other
Certificates of authorized denominations of a like Class and aggregate
Fractional Undivided Interest, upon surrender of the Certificates to be
exchanged at the Corporate Trust Office; provided, however, that no Certificate
may be exchanged for new Certificates unless the original Fractional Undivided
Interest represented by each such new Certificate (i) is at least equal to
the
minimum authorized denomination or (ii) is acceptable to the Depositor as
indicated to the Trustee in writing. Whenever any Certificates are so
surrendered for exchange, the Trustee shall sign and countersign and the Trustee
shall deliver the Certificates which the Certificateholder making the exchange
is entitled to receive.
(j) If
the
Trustee so requires, every Certificate presented or surrendered for transfer
or
exchange shall be duly endorsed by, or be accompanied by a written instrument
of
transfer, with a signature guarantee, in form satisfactory to the Trustee,
duly
executed by the holder thereof or his or her attorney duly authorized in
writing.
(k) No
service charge shall be made for any transfer or exchange of Certificates,
but
the Trustee may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.
(l) The
Trustee shall cancel all Certificates surrendered for transfer or exchange
but
shall retain such Certificates in accordance with its standard retention policy
or for such further time as is required by the record retention requirements
of
the Securities Exchange Act of 1934, as amended, and thereafter may destroy
such
Certificates.
Section
5.03 Mutilated,
Destroyed, Lost or Stolen Certificates.
(a) If
(i)
any mutilated Certificate is surrendered to the Trustee, or the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee such security or
indemnity as it may require to save it harmless, and (iii) the Trustee has
not
received notice that such Certificate has been acquired by a third Person,
the
Trustee shall sign, countersign and deliver, in exchange for or in lieu of
any
such mutilated, destroyed, lost or stolen Certificate, a new Certificate of
like
tenor and Fractional Undivided Interest but in each case bearing a different
number. The mutilated, destroyed, lost or stolen Certificate shall thereupon
be
canceled of record by the Trustee and shall be of no further effect and evidence
no rights.
(b) Upon
the
issuance of any new Certificate under this Section 5.03, the Trustee may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee) connected therewith. Any duplicate Certificate
issued pursuant to this Section 5.03 shall constitute complete and indefeasible
evidence of ownership in the Trust Fund, 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.
Prior
to
due presentation of a Certificate for registration of transfer, the Depositor,
the Trustee and any agent of the Depositor or the Trustee may treat the Person
in whose name any Certificate is registered as the owner of such Certificate
for
the purpose of receiving distributions pursuant to Section 6.01 and for all
other purposes whatsoever. Neither the Depositor nor the Trustee or any agent
of
the Depositor or the Trustee shall be affected by notice to the contrary. No
Certificate shall be deemed duly presented for a transfer effective on any
Record Date unless the Certificate to be transferred is presented no later
than
the close of business on the third Business Day preceding such Record
Date.
Section
5.05 Transfer
Restrictions on Residual Certificates.
(a) No
transfer, sale or other disposition of a Residual Certificate (including a
beneficial interest therein) may be made unless, prior to the transfer, sale
or
other disposition of a Residual Certificate, (1) the proposed transferee
(including the initial purchasers thereof) delivers to the Trustee and the
Depositor an affidavit and agreement in the form attached hereto as Exhibit
E
stating, among other things, that as of the date of such transfer such
transferee is a Permitted Transferee and a United States Person and that such
transferee is not acquiring such Residual Certificate for the account of any
Person who is not a Permitted Transferee or a United States Person (a
“Transferee Affidavit”), and (2) the proposed transferor delivers to the Trustee
and the Depositor a certificate in the form attached hereto as Exhibit R to
the
effect that it has no knowledge that the statements made by
the
proposed transferee in
any
such affidavit are false (a “Transferor Affidavit”). The Tax Matters Person
shall not consent to a transfer of a Residual Certificate if it has actual
knowledge that any statement made in the Transferee Affidavit or Transferor
Affidavit issued pursuant to the preceding sentence is not true. Notwithstanding
any transfer, sale or other disposition of a Residual Certificate to any Person
who is not a Permitted Transferee, such transfer, sale or other disposition
shall be deemed to be of no legal force or effect whatsoever and such Person
shall not be deemed to be a Holder of a Residual Certificate for any purpose
hereunder, including, but not limited to, the receipt of distributions thereon.
If any purported transfer shall be in violation of the provisions of this
Subsection 5.05(a), then the prior Holder thereof shall, upon discovery that
the
transfer of such Residual Certificate was not in fact permitted by this
Subsection 5.05(a), be restored to all rights as a Holder thereof retroactive
to
the date of the purported transfer. None of the Trustee or the Depositor shall
be under any liability to any Person for any registration or transfer of a
Residual Certificate that is not permitted by this Subsection 5.05(a) or for
making payments due on such Residual Certificate to the purported Holder thereof
or taking any other action with respect to such purported Holder under the
provisions of this Agreement so long as the related Transferee Affidavit and
Transferor Affidavit referred to above were received with respect to such
transfer, and the Trustee and the Depositor, as applicable, had no knowledge
that they were untrue. The prior Holder shall be entitled to recover from any
purported Holder of a Residual Certificate that was in fact not a permitted
transferee under this Subsection 5.05(a) at the time it became a Holder all
payments made on such Residual Certificate. Each Holder of a Residual
Certificate, by acceptance thereof, shall be deemed for all purposes to have
consented to the provisions of this Section 5.05 and to any amendment of this
Agreement deemed necessary (whether as a result of new legislation or otherwise)
by counsel of the Tax Matters Person, the Trustee or the Depositor to ensure
that the Residual Certificates are not transferred to any Person who is not
a
Permitted Transferee or a United States Person and that any transfer of such
Residual Certificates will not cause the imposition of a tax upon the Trust
or
cause any REMIC to fail to qualify as a REMIC.
(c) The
Residual Certificates (including a beneficial interest therein) may not be
purchased by or transferred to any Person who is not a United States
Person.
(d) By
accepting a Residual Certificate, the purchaser thereof agrees to be a Tax
Matters Person, and appoints the Trustee to act as its agent with respect to
all
matters concerning the tax obligations of the Trust.
Section
5.06 Restrictions
on Transferability of Non-Offered Certificates.
(a) No
offer,
sale, transfer or other disposition (including pledge) of any Non-Offered
Certificate shall be made by any Holder thereof unless registered under the
Securities Act, or an exemption from the registration requirements of the
Securities Act and any applicable state securities or “Blue Sky” laws is
available and the prospective transferee (other than the Depositor) of such
Certificate signs and delivers to the Trustee an Investment Letter, if the
transferee is an Institutional Accredited Investor, in the form set forth as
Exhibit F-l hereto, or a Rule 144A Certificate, if the transferee is a QIB,
in
the form set forth as Exhibit F-2 hereto. Notwithstanding the provisions of
the
immediately preceding sentence, no restrictions shall apply with respect to
the
transfer or registration of transfer of a beneficial interest in any Non-Offered
Certificate that is a Global Certificate of a Class to a transferee that takes
delivery in the form of a beneficial interest in the Global Certificate of
such
Class provided that each such transferee shall be deemed to have made such
representations and warranties contained in the Rule 144A Certificate as are
sufficient to establish that it is a QIB. In the case of a proposed transfer
of
any Certificate to a transferee other than a QIB, the Trustee may require an
Opinion of Counsel addressed to the Trustee that such transaction is exempt
from
the registration requirements of the Securities Act. The cost of such opinion
shall not be an expense of the Trustee or the Trust Fund.
(b) The
Non-Offered Certificates shall each bear a Securities Legend.
Section
5.07 ERISA
Restrictions.
(a) Subject
to the provisions of subsection (b), no Residual Certificates or Non-Offered
Subordinate
Certificates may be acquired directly or indirectly by, or on behalf of, an
employee benefit plan or other retirement arrangement which is subject to Title
I of ERISA or Section 4975 of the Code, unless the proposed transferee provides
either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor,
the Trustee and the Master Servicer (upon which they may rely) which is
satisfactory to the Trustee, which opinion will not be at the expense of the
Depositor, the Trustee or the Master Servicer, that the purchase of such
Certificates by or on behalf of such Plan is permissible under applicable law,
will not constitute or result in a nonexempt prohibited transaction under ERISA
or Section 4975 of the Code and will not subject the Depositor, the Master
Servicer or the Trustee to any obligation in addition to those undertaken in
the
Agreement or (ii) in the case of the Non-Offered Subordinate Certificates,
a
representation or certification to the Trustee (upon which the Trustee and
the
other parties hereto are authorized to rely) to the effect that the proposed
transfer and holding of such a Certificate and the servicing, management and
operation of the Trust: (I) will not result in a prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code which is not covered under
an
individual or class prohibited transaction exemption including but not limited
to Department of Labor Prohibited Transaction Exemption (“PTE”) 84-14 (Class
Exemption for Plan Asset Transactions Determined by Independent Qualified
Professional Asset Managers); PTE 91-38 (Class Exemption for Certain
Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class
Exemption for Certain Transactions Involving Insurance Company Pooled Separate
Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving
Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan
Asset Transactions Determined by In-House Asset Managers and (II) will not
subject the Depositor, the Master Servicer or the Trustee to any obligation
in
addition to those undertaken in the Agreement.
(b) Any
Person acquiring an interest in a Global Certificate which is a Non-Offered
Subordinate Certificate, by acquisition of such Certificate, shall be deemed
to
have represented to the Trustee that in the case of the Non-Offered Subordinate
Certificates, either: (i) it is not acquiring an interest in such Certificate
directly or indirectly by, or on behalf of, an employee benefit plan or other
retirement arrangement which is subject to Title I of ERISA or Section 4975
of
the Code, or (ii) the transfer and holding of an interest in such Certificate
to
that Person and the subsequent servicing, management and operation of the Trust
and its assets: (I) will not result in any prohibited transaction which is
not
covered under an individual or class prohibited transaction exemption,
including, but not limited to, XXX 00-00, XXX 00-00, XXX 00-0, XXX 95-60 or
PTE
96-23 and (II) will not subject the Depositor, the Master Servicer or the
Trustee to any obligation in addition to those undertaken in the
Agreement.
(c) Each
beneficial owner of a Class B-1, Class B-2 or Class B-3 Certificate or any
interest therein shall be deemed to have represented, by virtue of its
acquisition or holding of that certificate or interest therein, that either
(i)
it is not a Plan or investing with “Plan Assets”, (ii) it has acquired and is
holding such certificate in reliance on Prohibited Transaction Exemption
90-30,
as amended from time to time (the “Exemption”), and that it understands that
there are certain conditions to the availability of the Exemption, including
that the certificate must be rated, at the time of purchase, not lower than
“BBB-” (or its equivalent) by S&P, Fitch, Dominion Bond Rating Service
Limited, Dominion Bond Rating Service, Inc. or Xxxxx’x, and the certificate is
so rated or (iii) (1) it is an insurance company, (2) the source of funds
used
to acquire or hold the certificate or interest therein is an “insurance company
general account,” as such term is defined in Prohibited Transaction Class
Exemption (“PTCE”) 95-60, and (3) the conditions in Sections I and III of PTCE
95-60 have been satisfied.
(d) Neither
the Trustee nor the Master Servicer will be required to monitor, determine
or
inquire as to compliance with the transfer restrictions in this Agreement with
respect to the Book-Entry Certificates. Any attempted or purported transfer
of
any Certificate in violation of the provisions of this Agreement shall be void
ab initio and such Certificate shall be considered to have been held
continuously by the prior permitted Certificateholder. Any transferor of any
Certificate in violation of such provisions, shall indemnify and hold harmless
the Trustee and the Master Servicer from and against any and all liabilities,
claims, costs or expenses incurred by the Trustee or the Master Servicer as
a
result of such attempted or purported transfer. The Trustee shall not be liable
for transfer of any such Book-Entry Certificates in or through book-entry
facilities of any Depository or between or among Depository Participants or
Certificate Owners made in violation of the transfer restrictions set forth
herein.
Section
5.08 Rule
144A Information.
For
so
long as any Non-Offered Certificates are outstanding and are “restricted
securities” within the meaning of Rule 144(a)(3) of the Securities Act, (1) the
Depositor will provide or cause to be provided to any holder of such Non-Offered
Certificates and any prospective purchaser thereof designated by such a holder,
upon the request of such holder or prospective purchaser, the information
required to be provided to such holder or prospective purchaser by Rule
144A(d)(4) under the Securities Act; and (2) the Depositor shall update such
information from time to time in order to prevent such information from becoming
false and misleading and will take such other actions as are necessary to ensure
that the safe harbor exemption from the registration requirements of the
Securities Act under Rule 144A is and will be available for resales of such
Certificates conducted in accordance with Rule 144A.
ARTICLE
VI
Payments
to Certificateholders
Section
6.01 Distributions
on the Certificates.
(a)
Interest
and principal (as applicable) on the Certificates will be distributed by the
Trustee monthly on each Distribution Date based on the Certificates Distribution
Report for such Distribution Date furnished by the Trustee pursuant to 6.05
hereof, commencing in April 2007, in an amount equal to the related Available
Funds on deposit in the Distribution Account for such Distribution Date. On
each
Distribution Date, the related Available Funds on deposit in the Distribution
Account shall be distributed as follows:
(i)
on
each
Distribution Date, the Available Funds will be distributed to the related Senior
Certificates as follows:
first,
to the
Senior Certificates (other than the Class PO Certificates), on a pro rata basis,
the Accrued Certificate Interest on such Classes for such Distribution
Date;
second,
to the
Senior Certificates (other than the Class PO Certificates), on a pro rata basis,
any Accrued Certificate Interest thereon remaining undistributed from previous
Distribution Dates, to the extent of remaining Available Funds;
third,
to the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class R-1
and
Class R-2 Certificates, as principal, in the order described in this Agreement,
the Senior Optimal Principal Distribution Amount, in reduction of the Current
Principal Amount thereof, until the Current Principal Amounts thereof have
been
reduced to zero;
fourth,
to the
Class PO Certificates, the portion of the Class PO Certificate Principal
Distribution Amount for such Distribution Date to the extent of the remaining
Available Funds, until the Current Principal Amount thereof has been reduced
to
zero; and
fifth,
to the
Class PO Certificates, the portion of the Class PO Certificate Deferred Amount,
provided that (i) on any Distribution Date, distributions pursuant to this
priority fifth
shall
not exceed the excess, if any, of (x) Available Funds remaining after giving
effect to distributions pursuant to priority first
through
fourth
above
over (y) the sum of the amount of Accrued Certificate Interest for such
Distribution Date and Accrued Certificate Interest remaining undistributed
from
previous Distribution Dates on all Classes of Subordinate Certificates then
outstanding, (ii) such distributions shall not reduce the Current Principal
Amount of the Class PO Certificates, and (iii) no distribution will be made
in
respect of the Class PO Certificate Deferred Amount on or after the Cross-Over
Date.
On
each
Distribution Date, an amount, up to the amount of the Senior Optimal Principal
Distribution Amount for that Distribution Date, will be distributed as principal
as follows in each case to the extent of the remaining Senior Optimal Principal
Distribution Amount:
(1)
to
the Class R-1 Certificates and Class R-2 Certificates, pro rata, in reduction
of
the Current Principal Amounts thereof, until the Certificate Principal Amounts
thereof have been reduced to zero;
(2)
to
Class A-3,
Class A-4, Class A-5 and Class A-6 Certificates,
the
Lockout Priority Amount for such Distribution Date, pro rata, in reduction
of
the Current Principal Amounts thereof, until the Certificate Principal Amounts
thereof have been reduced to zero;
(3)
to
the Class A-1 Certificates and Class A-2 Certificates, sequentially in that
order, in reduction of the Current Principal Amount thereof, until the Current
Principal Amounts thereof have been reduced to zero; and
(5)
to
Class A-3, Class A-4, Class A-5 and Class A-6 Certificates, pro rata, in
reduction of the Current Principal Amounts thereof (without regard to the
Lockout Priority Amount for such Distribution Date), until the Current Principal
Amounts thereof have been reduced to zero.
(ii) On
each
Distribution Date on or prior to the Cross-Over Date, an amount equal to the
remaining Available Funds after the distributions in clause (i) above shall
be
distributed sequentially in the following order, to the Class B-1, Class B-2,
Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up
to
an amount equal to and in the following order: (a) the Accrued Certificate
Interest thereon for such Distribution Date, (b) any Accrued Certificate
Interest thereon remaining undistributed from previous Distribution Dates and
(c) such Class’s Allocable Share for such Distribution Date, in each case, to
the extent of the remaining Available Funds.
(iii) If,
after
distributions have been made pursuant to priorities first
and
second
of
clause (i) above on any Distribution Date, the remaining Available Funds
is less
than the Scheduled Principal Balance of the Mortgage Loans, such amounts
shall
be reduced, and such remaining funds will be distributed to the Senior
Certificates (other than the Class A-7 Certificates and Class X Certificates)
on
the basis of such reduced amounts. Notwithstanding any reduction in principal
distributable to the Class PO Certificates pursuant to this paragraph, the
principal balance of the Class PO Certificates shall be reduced not only
by
principal so distributed but also by the difference between (i) principal
distributable to the Class PO Certificates in accordance with priority
fourth
of
clause (i) above, and (ii) principal actually distributed to the Class PO
Certificates after giving effect to this paragraph (such difference for the
Class PO Certificates, the “Class PO Certificate Cash Shortfall”). The Class PO
Certificate Cash Shortfall for the Class PO Certificates with respect to
any
Distribution Date will be added to the Class PO Certificate Deferred
Amount.
(iv) On
each
Distribution Date, any Available Funds remaining after payment of interest
and
principal to the Classes of Certificates entitled thereto, in each case as
described above, will be distributed to the Class R Certificates on a pro rata
basis; provided, that if on any Distribution Date there are any Available Funds
remaining after payment of interest and principal to a Class or Classes of
Certificates entitled thereto, such amounts will be distributed to the other
Class or Classes of Senior Certificates, pro rata, based upon their Current
Principal Amounts, until all amounts due to all Classes of Senior Certificates
have been paid in full, before any amounts are distributed to the Class R
Certificates.
(b) “Pro
rata” distributions among Classes of Certificates will be made in proportion to
the then Current Principal Amount of such Classes.
(c) No
Accrued Certificate Interest will be payable with respect to any Class of
Certificates after the Distribution Date on which the Current Principal Amount
or Notional Amount of such Certificate has been reduced to zero.
(d) If
on any
Distribution Date the Available Funds for the related Senior Certificates is
less than the Accrued Certificate Interest on the related Senior Certificates
for such Distribution Date prior to reduction for Net Interest Shortfalls and
the interest portion of Realized Losses, the shortfall will be allocated among
the Holders of each Class of the related Senior Certificates (other than the
Class PO Certificates) in proportion to the respective amounts of Accrued
Certificate Interest that would have been allocated thereto in the absence
of
such Net Interest Shortfalls and/or Realized Losses for such Distribution Date.
In addition, the amount of any interest shortfalls will constitute unpaid
Accrued Certificate Interest and will be distributable to Holders of the
Certificates of the related Classes entitled to such amounts on subsequent
Distribution Dates, to the extent of the applicable Available Funds after
current interest distributions as required herein. Any such amounts so carried
forward will not bear interest. Shortfalls in interest payments will not be
offset by a reduction in the servicing compensation of the Master Servicer
or
otherwise.
(e) The
expenses and fees of the Trust shall be paid by each of the REMICs, to the
extent that such expenses relate to the assets of each of such respective
REMICs, and all other expenses and fees of the Trust shall be paid pro rata
by
each of the REMICs.
(f) [Reserved].
(g) In
addition, in the event that the Master Servicer receives any Subsequent
Recoveries from a Servicer, the Master Servicer shall deposit such funds into
the Master Servicer Collection Account pursuant to Section 4.02. If, after
taking into account such Subsequent Recoveries, the amount of a Realized Loss
is
reduced, the amount of such Subsequent Recoveries will be applied to increase
the Current Principal Amount of the related Class of Subordinate Certificates
with the highest payment priority to which Realized Losses have been allocated,
but not by more than the amount of Realized Losses previously allocated to
that
Class of Subordinate Certificates pursuant to Section 6.03. The amount of any
remaining Subsequent Recoveries will be applied to sequentially increase the
Current Principal Amount of the related Subordinate Certificates, beginning
with
the Class of such Subordinate Certificates with the next highest payment
priority, up to the amount of such Realized Losses previously allocated to
such
Class of Certificates pursuant to Section 6.03. Holders of such Certificates
will not be entitled to any payment in respect of current interest on the amount
of such increases for any Interest Accrual Period preceding the Distribution
Date on which such increase occurs. Any such increases shall be applied to
the
Current Principal Amount of each Subordinate Certificate of such Class in
accordance with its respective Fractional Undivided Interest.
Section
6.02 [Reserved.]
Section
6.03 Allocation
of Losses.
On
or
prior to each Determination Date, the Master Servicer shall determine the amount
of any Realized Loss in respect of each Mortgage Loan that occurred during
the
immediately preceding calendar month, based on information provided by the
Servicer.
(a) (i) Realized
Losses with respect to a Mortgage Loan will be allocated on a pro rata basis
between the PO Percentage of the Scheduled Principal Balance of such Mortgage
Loan and the Non-PO Percentage of such Scheduled Principal Balance.
(ii) On
each
Distribution Date, the PO Percentage of the principal portion of any Realized
Loss on a Discount Mortgage Loan and any Class PO Certificate Cash Shortfall
will be allocated to the Class PO Certificates until the Current Principal
Amount of the Class PO Certificates is reduced to zero. With
respect to any Distribution Date through the Cross-Over Date, the aggregate
of
all amounts so allocable to the Class PO Certificates on such date in respect
of
any Realized Losses and any Class PO Certificate Cash Shortfalls and all amounts
previously allocated in respect of such Realized Losses or Class PO Certificate
Cash Shortfalls and not distributed on prior Distribution Dates will be the
“Class PO Certificate Deferred Amount.” To
the
extent funds are available therefor on any Distribution Date through the
Cross-Over Date, distributions in respect of the Class PO Certificate Deferred
Amount for the Class PO Certificates from Available Funds will be made in
accordance with priority
fifth
of
clause (i) above. No interest shall accrue on the Class PO Certificate Deferred
Amount. On each Distribution Date through the Cross-Over Date, the Current
Principal Amount of the lowest ranking Class of Subordinate Certificates then
outstanding will be reduced by the amount of any distributions in respect of
any
Class PO Certificate Deferred Amount on such Distribution Date in accordance
with the priorities set forth above, through the operation of the Subordinate
Certificate Writedown Amount. After the Cross-Over Date, no more distributions
will be made in respect of, and applicable Realized Losses and Class PO
Certificate Cash Shortfalls allocable to the Class PO Certificates will not
be
added to, the Class PO Certificate Deferred Amount.
(iii) The
Non-PO Percentage of the principal portion of Realized Losses on the Mortgage
Loans will be allocated on any Distribution Date as follows: first, to the
Class
B-6 Certificates; second, to the Class B-5 Certificates; third, to the Class
B-4
Certificates; fourth, to the Class B-3 Certificates; fifth, to the Class B-2
Certificates; and sixth, to the Class B-1 Certificates, in each case until
the
Current Principal Amount of such Class has been reduced to zero.
(iv) Thereafter,
the principal portion of Realized Losses on the Mortgage Loans will be allocated
on any Distribution Date to the outstanding Class or Classes of Senior
Certificates (other than the Class A-7 Certificates and Class X Certificates),
pro rata, based upon their respective Current Principal Amounts; provided,
however, the amount of any Realized Losses otherwise allocable to the Class
A-3
Certificates shall be allocated to the Class A-6 Certificates, until the
Current
Principal Amount thereof has been reduced to zero, and then to the Class
A-3
Certificates.
(v) Notwithstanding
the foregoing, no such allocation of any Realized Loss shall be made on a
Distribution Date to any Class of Certificates (other than the Class
A-7
Certificates and Class X Certificates)
to the
extent that such allocation would result in the reduction of the aggregate
Current Principal Amounts of all the Certificates (other than the Class A-7
Certificates and Class X Certificates) as of such Distribution Date, after
giving effect to all distributions and prior allocations of Realized Losses
on
the Mortgage Loans on such date, to an amount less than the aggregate Scheduled
Principal Balance of all of the Mortgage Loans as of the first day of the month
of such Distribution Date (such limitation, the “Loss Allocation
Limit”).
(b) Any
Realized Losses allocated to a Class of Certificates shall be allocated among
the related Certificates of such Class (other than the Interest Only
Certificates) in proportion to their respective Current Principal Amounts.
Any
allocation of Realized Losses shall be accomplished by reducing the Current
Principal Amount of the related Certificates on the related Distribution
Date.
(c) Realized
Losses shall be allocated on the Distribution Date in the month following the
month in which such loss was incurred and, in the case of the principal portion
thereof, after giving effect to distributions made on such Distribution
Date.
(d) On
each
Distribution Date, the Trustee shall determine the Subordinate Certificate
Writedown Amount. Any
Subordinate Certificate Writedown Amount shall effect a corresponding reduction
in the Current Principal Amount of (i) if prior to the Cross-Over Date, the
Current Principal Amounts of the Subordinate Certificates, in the reverse order
of their numerical Class designations and (ii) from and after the Cross-Over
Date, the Senior Certificates, in accordance with priorities set forth in clause
(b) above, which reduction shall occur on such Distribution Date after giving
effect to distributions made on such Distribution Date.
(e) Any
Net
Interest Shortfall will be allocated among the Classes of Certificates in
proportion to the respective amounts of Accrued Certificate Interest that would
have been allocated thereto in the absence of such Net Interest Shortfall for
such Distribution Date. The interest portion of any Realized Losses with respect
to the Mortgage Loans occurring on or prior to the Cross-Over Date will not
be
allocated among any Certificates, but will reduce the amount of Available Funds
on the related Distribution Date. As a result of the subordination of the
Subordinate Certificates in right of distribution, such Realized Losses on
the
Mortgage Loans will be borne by the Subordinate Certificates, in inverse order
of their numerical Class designations. Following the Cross-Over Date, the
interest portion of Realized Losses on the Mortgage Loans will be allocated
to
the Senior Certificates.
Section
6.04 Payments.
(a) On
each
Distribution Date, other than the final Distribution Date, the Trustee shall
distribute to each Certificateholder of record as of the immediately preceding
Record Date the Certificateholder’s pro rata share of its Class (based on the
aggregate Fractional Undivided Interest represented by such Holder’s
Certificates) of all amounts required to be distributed on such Distribution
Date to such Class. The Trustee shall calculate the amount to be distributed
to
each Class and, based on such amounts, the Trustee shall determine the amount
to
be distributed to each Certificateholder. All of the Trustee’s calculations of
payments shall be based solely on information provided to the Trustee by the
Master Servicer. The Trustee shall not be required to confirm, verify or
recompute any such information but shall be entitled to rely conclusively on
such information.
(b) Payment
of the above amounts to each Certificateholder shall be made (i) by check mailed
to each Certificateholder entitled thereto at the address appearing in the
Certificate Register or (ii) upon receipt by the Trustee on or before the fifth
Business Day preceding the Record Date of written instructions from a
Certificateholder by wire transfer to a United States dollar account maintained
by the payee at any United States depository institution with appropriate
facilities for receiving such a wire transfer; provided, however, that the
final
payment in respect of each Class of Certificates will be made only upon
presentation and surrender of such respective Certificates at the office or
agency of the Trustee specified in the notice to Certificateholders of such
final payment.
Section
6.05 Statements
to Certificateholders.
(a) Concurrently
with each distribution to Holders of the Certificates, the Trustee shall make
available to the parties hereto, each Rating Agency and each such Holder via
the
Trustee’s internet website as set forth below, a Certificates Distribution
Report containing the following information with respect to the Certificates
and
the Mortgage Loans, expressed with respect to clauses (i) through (vii) in
the
aggregate and as a Fractional Undivided Interest representing an initial Current
Principal Amount of $1,000, or in the case of the Residual Certificates, an
initial Current Principal Amount of $50 each:
(i) the
Current Principal Amount (or Notional Amount) of each Class of Certificates
immediately prior to such Distribution Date;
(ii) the
amount of the distribution allocable to principal on each applicable Class
of
Certificates;
(iii) the
aggregate amount of interest accrued at the related Pass-Through Rate with
respect to each Class during the related Interest Accrual Period;
(iv) the
Net
Interest Shortfall and any other adjustments to interest at the related
Pass-Through Rate necessary to account for any difference between interest
accrued and aggregate interest distributed with respect to each Class of
Certificates;
(v) the
amount of the distribution allocable to interest on each Class of
Certificates;
(vi) the
Pass-Through Rates for each Class of Certificates with respect to such
Distribution Date;
(vii) the
Current Principal Amount (or Notional Amount) of each Class of Certificates
after such Distribution Date;
(viii) the
amount of any Monthly Advances, Compensating Interest Payments and outstanding
unreimbursed advances by the Master Servicer or the Servicers included in such
distribution;
(ix) the
aggregate amount of any Realized Losses (listed separately for each category
of
Realized Loss) during the preceding calendar month and cumulatively since the
Cut-off Date and the amount and source (separately identified) of any
distribution in respect thereof included in such distribution;
(x) with
respect to each Mortgage Loan which incurred a Realized Loss during the
preceding calendar month, (i) the loan number, (ii) the Scheduled Principal
Balance of such Mortgage Loan as of the Cut-off Date, (ii) the Scheduled
Principal Balance of such Mortgage Loan as of the beginning of the related
Due
Period, (iii) the Net Liquidation Proceeds with respect to such Mortgage Loan
and (iv) the amount of the Realized Loss with respect to such Mortgage
Loan;
(xi) the
amount of Scheduled Principal and Principal Prepayments, (including but
separately identifying the principal amount of Principal Prepayments, Insurance
Proceeds, the purchase price in connection with the purchase of Mortgage Loans,
cash deposits in connection with substitutions of Mortgage Loans and Net
Liquidation Proceeds) and the number and principal balance of Mortgage Loans
purchased or substituted for during the relevant period and cumulatively since
the Cut-off Date;
(xii) the
number of Mortgage Loans (excluding REO Property) remaining in the Trust Fund
as
of the end of the preceding calendar month;
(xiii) information
regarding any Mortgage Loan delinquencies as of the end of the previous calendar
month, including the aggregate number and aggregate Outstanding Principal
Balance of Mortgage Loans using the MBA method of calculation (a) Delinquent
30
to 59 days on a contractual basis, (b) Delinquent 60 to 89 days on a contractual
basis, and (c) Delinquent 90 or more days on a contractual basis, in each case
as of the close of business on the last Business Day of the immediately
preceding month;
(xiv) the
number of Mortgage Loans in the foreclosure process as of the end of the related
Due Period and the aggregate Outstanding Principal Balance of such Mortgage
Loans;
(xv) the
number and aggregate Outstanding Principal Balance of all Mortgage Loans as
to
which the Mortgaged Property was REO Property as of the end of the preceding
calendar month;
(xvi) the
book
value (the sum of (A) the Outstanding Principal Balance of the Mortgage Loan,
(B) accrued interest through the date of foreclosure and (C) foreclosure
expenses) of any REO Property; provided that, in the event that such information
is not available to the Trustee on the Distribution Date, such information
shall
be furnished promptly after it becomes available;
(xvii) the
amount of Realized Losses allocated to each Class of Certificates since the
prior Distribution Date and in the aggregate for all prior Distribution Dates;
and
(xviii) the
Average Loss Severity Percentage;
(xix) [Reserved]
(xx) the
then
applicable Senior Percentage, Senior Prepayment Percentage, Subordinate
Percentage and Subordinate Prepayment Percentage.
The
information set forth above shall be calculated or reported, as the case may
be,
by the Trustee, based solely on, and to the extent of, information provided
to
the Trustee by the Master Servicer. The Trustee may conclusively rely on such
information and shall not be required to confirm, verify or recalculate any
such
information.
The
Trustee may make available each month, to any interested party, the Certificates
Distribution Report to Holders of the Certificates via the Trustee’s website
initially located at “xxx.xxxxxx.xxx/xxx.” Assistance in using the website can
be obtained by calling the Trustee’s customer service desk at (000) 000-0000.
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 Trustee’s
customer service desk and indicating such. The Trustee shall have the right
to
change the way such reports are distributed in order to make such distribution
more convenient and/or more accessible to the parties, and the Trustee shall
provide timely and adequate notification to all parties regarding any such
change.
(b) By
April
30 of each year beginning in 2008, the Trustee will furnish such report to
each
Holder of the Certificates of record at any time during the prior calendar
year
as to the aggregate of amounts reported pursuant to subclauses (a)(ii) and
(a)(v) above with respect to the Certificates, plus information with respect
to
the amount of servicing compensation and such other customary information as
the
Trustee may determine to be necessary and/or to be required by the Internal
Revenue Service or by a federal or state law or rules or regulations to enable
such Holders to prepare their tax returns for such calendar year. Such
obligations shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Trustee pursuant
to the requirements of the Code.
Section
6.06 Monthly
Advances.
The
Master Servicer shall cause the related Servicer to remit any Advance required
pursuant to the terms of the related Servicing Agreement. The related Servicer
shall be obligated to make any such Advance only to the extent that such advance
would not be a Nonrecoverable Advance. If the related Servicer shall have
determined that it has made a Nonrecoverable Advance or that a proposed Advance
or a lesser portion of such Advance would constitute a Nonrecoverable Advance,
the related Servicer shall deliver (i) to the Trustee for the benefit of the
Certificateholders funds constituting the remaining portion of such Advance,
if
applicable, and (ii) to the Master Servicer an Officer’s Certificate setting
forth the basis for such determination. Subject
to the Master Servicer’s recoverability determination, in the event that a
Servicer (other than the Company) fails to make a required Advance, the Master
Servicer, as successor servicer, shall be required to remit the amount of such
Advance to the Master Servicer Collection Account.
If EMC
or the Master Servicer were required to make an Advance but failed to do so,
the
Trustee upon receiving notice or becoming aware of such failure, and pursuant
to
the applicable terms of this Agreement, shall appoint a successor servicer
or
Master Servicer, as applicable, who will make such Advance, or the Trustee
as
successor master servicer shall be
required to remit the amount of such Advance to the Master Servicer Collection
Account, unless
the Trustee shall have determined that such Advance is a Nonrecoverable Advance.
If the Trustee cannot find a successor servicer to replace the Company as
Servicer the Trustee shall become the successor servicer and shall be required
to remit the amount of such Advance to the Master Servicer Collection Account,
unless the Trustee shall have determined that such Advance is a Nonrecoverable
Advance.
Section
6.07 Compensating
Interest Payments.
The
Master Servicer shall deliver to the Trustee for deposit in the Distribution
Account not later than the related Distribution Account Deposit Date an amount
equal to the sum of the aggregate amounts paid by the Servicers under the
related Servicing Agreement with respect to subclauses (a) and (b) of the
definition of Interest Shortfall with respect to the Mortgage Loans for the
related Distribution Date. \
ARTICLE
VII
The
Master Servicer
Section
7.01 Liabilities
of the Master Servicer.
The
Master Servicer shall be liable in accordance herewith only to the extent of
the
obligations specifically imposed upon and undertaken by it herein.
Section
7.02 Merger
or Consolidation of the Master Servicer.
(a) The
Master Servicer will keep in full force and effect its existence, rights and
franchises as a corporation under the laws of the state of its incorporation,
and will obtain and preserve its qualification to do business as a foreign
corporation in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Agreement, the
Certificates or any of the Mortgage Loans and to perform its duties under this
Agreement.
(b) Any
Person into which the Master Servicer may be merged or consolidated, or any
corporation resulting from any merger or consolidation to which the Master
Servicer shall be a party, or any Person succeeding to the business of the
Master Servicer, shall be the successor of the Master Servicer hereunder,
without the execution or filing of any paper or further act on the part of
any
of the parties hereto, anything herein to the contrary
notwithstanding.
Section
7.03 Indemnification
of the Trustee and the Master Servicer
(a) The
Master Servicer agrees to indemnify the Indemnified Persons for, and to hold
them harmless against, any loss, liability or expense (including reasonable
legal fees and disbursements of counsel) incurred on their part that may be
sustained in connection with, arising out of, or relating to, any claim or
legal
action (including any pending or threatened claim or legal action) relating
to
this Agreement with respect to the Mortgage Loans and the Certificates, the
Servicing Agreements, the Assignment Agreement or the Certificates or the powers
of attorney delivered by the Trustee hereunder (i) related to the Master
Servicer’s failure to perform its duties in compliance with this Agreement
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer’s
willful misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder, provided, in each case, that with respect to any such claim or legal
action (or pending or threatened claim or legal action), the Indemnified
Person shall
have given the Master Servicer and the Depositor written notice thereof promptly
after a Responsible Officer of the Indemnified Person shall have with respect
to
such claim or legal action and actual knowledge thereof. The Master Servicer’s
failure to receive any such notice shall not affect the Indemnified Person’s
right to indemnification hereunder, except to the extent the Master Servicer
is
materially prejudiced by such failure to give notice. This indemnity shall
survive the resignation or removal of the Trustee or the Master Servicer and
the
termination of this Agreement.
(b) [Reserved].
(c) The
Trust
Fund will indemnify any Indemnified Person for any loss, liability or expense
of
any Indemnified Person not otherwise covered by the Master Servicer’s
indemnification pursuant to Subsection (a) above.
Section
7.04 Limitations
on Liability of the Master Servicer and Others.
Subject
to the obligation of the Master Servicer to indemnify the Indemnified Persons
pursuant to Section 7.03:
(a) Neither
the Master Servicer nor any of the directors, officers, employees or agents
of
the Master Servicer shall be under any liability to the Indemnified Persons,
the
Depositor, the Trust Fund or the Holders of the Certificates for taking any
action or for refraining from taking any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Master Servicer or any such Person against any breach
of
warranties or representations made herein or any liability which would otherwise
be imposed by reason of such Person’s willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard
of
obligations and duties hereunder.
(b) The
Master Servicer and any director, officer, employee or agent of the Master
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.
(c) The
Master Servicer, the Custodian and any director, officer, employee or agent
of
the Master Servicer or the Custodian, and the Trustee, to the extent it becomes
a party to the EMC Servicing Agreement pursuant to Section 3.03, and any
officer, director, employee or agent of the Trustee, shall be indemnified by
the
Trust and held harmless thereby against any loss, liability or expense
(including reasonable legal fees and disbursements of counsel) incurred on
their
part that may be sustained in connection with, arising out of, or related to,
any claim or legal action (including any pending or threatened claim or legal
action) relating to this Agreement, the Certificates or any Servicing Agreement
(except to the extent that the Master Servicer or the Trustee, as the case
may
be, is indemnified by the Servicer thereunder), other than (i) any such loss,
liability or expense related to the Master Servicer’s failure to perform its
duties in compliance with this Agreement (except as any such loss, liability
or
expense shall be otherwise reimbursable pursuant to this Agreement), or to
the
Custodian’s failure to perform its duties under the Custodial Agreement,
respectively, or (ii) any such loss, liability or expense incurred by reason
of
the Master Servicer’s or the Custodian’s willful misfeasance, bad faith or gross
negligence in the performance of duties hereunder or under the Custodial
Agreement, as applicable, or by reason of reckless disregard of obligations
and
duties hereunder or under the Custodial Agreement, as applicable.
(d) The
Master Servicer shall not be under any obligation to appear in, prosecute or
defend any legal action that is not incidental to its duties under this
Agreement and that in its opinion may involve it in any expense or liability;
provided, however, the Master Servicer may in its discretion, with the consent
of the Trustee (which consent shall not be unreasonably withheld), undertake
any
such action which it may deem necessary or desirable with respect to this
Agreement and the rights and duties of the parties hereto and the interests
of
the Holders of the Certificates hereunder. In such event, the legal expenses
and
costs of such action and any liability resulting therefrom shall be expenses,
costs and liabilities of the Trust Fund and the Master Servicer shall be
entitled to be reimbursed therefor out of the Master Servicer Collection Account
as provided by Section 4.03. Nothing in this Subsection 7.04(d) shall affect
the
Master Servicer’s obligation to supervise, or to take such actions as are
necessary to ensure, the servicing and administration of the Mortgage Loans
pursuant to Section 3.01.
(e) In
taking
or recommending any course of action pursuant to this Agreement, unless
specifically required to do so pursuant to this Agreement, the Master Servicer
shall not be required to investigate or make recommendations concerning
potential liabilities which the Trust might incur as a result of such course
of
action by reason of the condition of the Mortgaged Properties but shall give
notice to the Trustee if it has notice of such potential
liabilities.
(f) The
Master Servicer shall not be liable for any acts or omissions of the related
Servicers.
(g) The
Master Servicer may perform any of its duties hereunder or exercise its rights
hereunder either directly or through Affiliates, agents or
attorneys.
Section
7.05 Master
Servicer Not to Resign.
Except
as
provided in Section 7.07, the Master Servicer shall not resign from the
obligations and duties hereby imposed on it except (i) with the prior consent
of
the Trustee (which
consent shall not be unreasonably withheld or delayed)
or (ii)
upon a determination that any such duties hereunder are no longer permissible
under applicable law and such impermissibility cannot be cured; provided,
however, in the event that the Trustee resigns or is terminated or removed
in
accordance with the provisions hereof, the Master Servicer shall resign. Any
such determination permitting the resignation of the Master Servicer shall
be
evidenced by an Opinion of Independent Counsel addressed to the Trustee to
such
effect delivered to the Trustee. No such resignation by the Master Servicer
shall become effective until the Trustee or a successor to the Master Servicer
reasonably satisfactory to the Trustee shall have assumed the responsibilities
and obligations of the Master Servicer in accordance with Section 8.02 hereof.
The Trustee shall notify the Rating Agencies of the resignation of the Master
Servicer.
Section
7.06 Successor
Master Servicer.
In
connection with the appointment of any successor master servicer or the
assumption of the duties of the Master Servicer, the Seller or the Trustee
may
make such arrangements for the compensation of such successor master servicer
out of payments on the Mortgage Loans as the Seller or the Trustee and such
successor master servicer shall agree. If the successor master servicer does
not
agree that such market value is a fair price, such successor master servicer
shall obtain two quotations of market value from third parties actively engaged
in the servicing of single-family mortgage loans. Notwithstanding the foregoing,
in no event shall the compensation of any Successor Master Servicer exceed
that
permitted the Master Servicer hereunder without the consent of all of the
Certificateholders..
Section
7.07 Sale
and Assignment of Master Servicing.
The
Master Servicer may sell and assign its rights and delegate its duties and
obligations in its entirety as Master Servicer under this Agreement; provided,
however, that: (i) the purchaser or transferee accepting such assignment and
delegation (a) shall be a Person which shall be qualified to service mortgage
loans for Xxxxxx Xxx or Xxxxxxx Mac; (b) shall have a net worth of not less
than
$10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause
(ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced
in a writing signed by the Trustee); and (d) shall execute and deliver to the
Trustee an agreement, in form and substance reasonably satisfactory to the
Trustee, which contains an assumption by such Person of the due and punctual
performance and observance of each covenant and condition to be performed or
observed by it as master servicer under this Agreement, any custodial agreement
from and after the effective date of such agreement; (ii) each Rating Agency
shall be given prior written notice of the identity of the proposed successor
to
the Master Servicer and each Rating Agency’s rating of the Certificates in
effect immediately prior to such assignment, sale and delegation will not be
downgraded, qualified or withdrawn as a result of such assignment, sale and
delegation, as evidenced by a letter to such effect delivered to the Master
Servicer and the Trustee; and (iii) the Master Servicer assigning and selling
the master servicing shall deliver to the Trustee an Officer’s Certificate and
an Opinion of Independent Counsel addressed to the Trustee, each stating that
all conditions precedent to such action under this Agreement have been completed
and such action is permitted by and complies with the terms of this Agreement.
No such assignment or delegation shall affect any liability of the Master
Servicer arising prior to the effective date thereof.
ARTICLE
VIII
Default
Section
8.01 Events
of Default.
“Event
of
Default,” wherever used herein, means any one of the following events (whatever
the reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body) and only with respect to the defaulting
Master Servicer:
(i)
Any
failure by the Master Servicer to remit to the Trustee any amounts received
or
collected by the Master Servicer in respect of the Mortgage Loans and required
to be remitted by it (other than any Advance) pursuant to this Agreement, which
failure shall continue unremedied for one Business Day after the date on which
written notice of such failure shall have been given to the Master Servicer
by
the Trustee or the Depositor, or to the Trustee and the Master Servicer by
the
Holders of Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates; or
(ii) any
failure by the Master Servicer to observe or perform in any material respect
any
other of the covenants or agreements on the part of the Master Servicer
contained in this Agreement or any breach of a representation or warranty by
the
Master Servicer, which failure or breach shall continue unremedied for a period
of 60 days after the date on which written notice of such failure, properly
requiring the same to be remedied, shall have been given to the Master Servicer
by the Trustee or to the Master Servicer and the Trustee by the Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less
than
25% of the Trust Fund; or
(iii) There
is
entered against the Master Servicer a decree or order by a court or agency
or
supervisory authority having jurisdiction in the premises for the appointment
of
a conservator, receiver or liquidator in any insolvency, readjustment of debt,
marshaling 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 is unstayed and in effect for a period of 60 consecutive days, or an
involuntary case is commenced against the Master Servicer under any applicable
insolvency or reorganization statute and the petition is not dismissed within
60
days after the commencement of the case; or
(iv) The
Master Servicer consents to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings of or relating to the Master Servicer or
substantially all of its property; or the Master Servicer admits in writing
its
inability to pay its debts generally as they become due, files a petition to
take advantage of any applicable insolvency or reorganization statute, makes
an
assignment for the benefit of its creditors, or voluntarily suspends payment
of
its obligations;
(v) The
Master Servicer assigns or delegates its duties or rights under this Agreement
in contravention of the provisions permitting such assignment or delegation
under Sections 7.05 or 7.07; or
(vi) The
Master Servicer fails to deposit or cause to be deposited, in the Distribution
Account any Monthly Advance required to be made by the Master Servicer (other
than a Nonrecoverable Advance) by the close of business on the Business Day
prior to the related Distribution Date.
In
each
and every such case, so long as such Event of Default with respect to the Master
Servicer shall not have been remedied, either the Trustee or the Holders of
Certificates evidencing Fractional Undivided Interests aggregating not less
than
51% of the principal of the Trust Fund, by notice in writing to the Master
Servicer (and to the Trustee if given by such Holders of the Certificates),
with
a copy to the Rating Agencies, may terminate all of the rights and obligations
(but not the liabilities) of the Master Servicer under this Agreement and in
and
to the Mortgage Loans and/or the REO Property serviced by the Master Servicer
and the proceeds thereof. Upon the receipt by the Master Servicer of the written
notice, all authority and power of the Master Servicer under this Agreement,
whether with respect to the Certificates, the Mortgage Loans, REO Property
or
under any other related agreements (but only to the extent that such other
agreements relate to the Mortgage Loans or related REO Property) shall, subject
to Section 8.02, automatically and without further action pass to and be vested
in the Trustee pursuant to this Section 8.01; and, without limitation, the
Trustee is hereby authorized and empowered to execute and deliver, on behalf
of
the Master 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 or assignment of the Mortgage Loans and
related documents, or otherwise. The Master Servicer agrees to cooperate with
the Trustee in effecting the termination of the Master Servicer’s rights and
obligations hereunder, including, without limitation, the transfer to the
Trustee of (i) the property and amounts which are then or should be part of
the
Trust or which thereafter become part of the Trust; and (ii) originals or copies
of all documents of the Master Servicer reasonably requested by the Trustee
to
enable it to assume the Master Servicer’s duties thereunder. All reasonable and
properly documented costs and expenses incurred by the Trustee in connection
with such transfer shall be reimbursed to the Trustee by the Master Servicer
within 30 days of request therefor or, if the Master Servicer fails to pay
any
such amount, reimbursed from amounts on deposit in the Distribution Amount.
In
addition to any other amounts which are then, or, notwithstanding the
termination of its activities under this Agreement, may become payable to the
Master Servicer under this Agreement, the Master Servicer shall be entitled
to
receive, out of any amount received on account of a Mortgage Loan or related
REO
Property, that portion of such payments which it would have received as
reimbursement under this Agreement if notice of termination had not been given.
The termination of the rights and obligations of the Master Servicer shall
not
affect any obligations incurred by the Master Servicer prior to such
termination.
Notwithstanding
the foregoing, if an Event of Default described in clause (vi) of this Section
8.01 shall occur, the Trustee upon receiving notice or becoming aware of such
failure, and pursuant to the applicable terms of this Agreement, shall, by
notice in writing to the Master Servicer, which may be delivered by telecopy,
immediately terminate all of the rights and obligations of the Master Servicer
thereafter arising under this Agreement, but without prejudice to any rights
it
may have as a Holder of the Certificates or to reimbursement of Monthly Advances
and other advances of its own funds, and the Trustee shall act as provided
in
Section 8.02 to carry out the duties of the Master Servicer, including the
obligation to make any Monthly Advance the nonpayment of which was an Event
of
Default described in clause (vi) of this Section 8.01. Any such action taken
by
the Trustee must be prior to the distribution on the relevant Distribution
Date.
Section
8.02 Trustee
to Act; Appointment of Successor.
(a) Upon
the
receipt by the Master Servicer of a notice of termination pursuant to Section
8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect
that the Master Servicer is legally unable to act or to delegate its duties
to a
Person which is legally able to act, the Trustee shall automatically become
the
successor in all respects to the Master Servicer in its capacity under this
Agreement and the transactions set forth or provided for herein and shall
thereafter have all the rights and powers of, and be subject to all the
responsibilities, duties, liabilities and limitations on liabilities relating
thereto placed on the Master Servicer by the terms and provisions hereof
(including the requirement to make Monthly Advances pursuant to Section 6.06);
provided, however, that the Trustee shall have no obligation whatsoever with
respect to any liability (other than advances deemed recoverable and not
previously made) incurred by the Master Servicer at or prior to the time of
termination. As compensation therefor, the Trustee shall be entitled to
compensation which the Master Servicer would have been entitled to retain if
the
Master Servicer had continued to act hereunder, except for those amounts due
the
Master Servicer as reimbursement permitted under this Agreement for advances
previously made or expenses previously incurred. Notwithstanding the above,
the
Trustee may, if it shall be unwilling so to act, or shall, if it is legally
unable so to act, appoint or petition a court of competent jurisdiction to
appoint, any established housing and home finance institution which is a Xxxxxx
Xxx- or Xxxxxxx Mac-approved servicer, and with respect to a successor to the
Master Servicer only, having a net worth of not less than $10,000,000, as the
successor to the Master Servicer hereunder in the assumption of all or any
part
of the responsibilities, duties or liabilities of the Master Servicer hereunder;
provided, that the Trustee shall obtain a letter from each Rating Agency that
the ratings, if any, on each of the Certificates will not be lowered as a result
of the selection of the successor to the Master Servicer. Pending appointment
of
a successor to the Master Servicer hereunder, the Trustee shall act in such
capacity as hereinabove provided. In connection with such appointment and
assumption, the Trustee may make such arrangements for the compensation of
such
successor out of payments on the Mortgage Loans as it and such successor shall
agree; provided, however, that the provisions of Section 7.06 shall apply,
the
compensation shall not be in excess of that which the Master Servicer would
have
been entitled to if the Master Servicer had continued to act hereunder, and
that
such successor shall undertake and assume the obligations of the Master Servicer
to pay compensation to any third Person acting as an agent or independent
contractor in the performance of master servicing responsibilities hereunder.
The Trustee and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession.
(b) If
the
Trustee shall succeed to any duties of the Master Servicer respecting the
Mortgage Loans as provided herein, it shall do so in a separate capacity and
not
in its capacity as Trustee and, accordingly, the provisions of Article IX shall
be inapplicable to the Trustee in its duties as the successor to the Master
Servicer in the servicing of the Mortgage Loans (although such provisions shall
continue to apply to the Trustee in its capacity as Trustee); the provisions
of
Article VII, however, shall apply to it in its capacity as successor master
servicer.
Section
8.03 Notification
to Certificateholders.
Upon
any
termination or appointment of a successor to the Master Servicer, the Trustee
shall give prompt written notice thereof to Holders of the Certificates at
their
respective addresses appearing in the Certificate Register and to the Rating
Agencies.
Section
8.04 Waiver
of Defaults.
The
Trustee shall transmit by mail to all Holders of the Certificates, within 60
days after the occurrence of any Event of Default actually known to a
Responsible Officer of the Trustee, unless such Event of Default shall have
been
cured, notice of each such Event of Default. The Holders of Certificates
evidencing Fractional Undivided Interests aggregating not less than 51% of
the
Trust Fund may, on behalf of all Holders of the Certificates, waive any default
by the Master Servicer in the performance of its obligations hereunder and
the
consequences thereof, except a default in the making of or the causing to be
made any required distribution on the Certificates, which default may only
be
waived by Holders of Certificates evidencing Fractional Undivided Interests
aggregating 100% of the Trust Fund. Upon any such waiver of a past default,
such
default shall be deemed to cease to exist, and any Event of Default arising
therefrom shall be deemed to have been timely remedied for every purpose of
this
Agreement. No such waiver shall extend to any subsequent or other default or
impair any right consequent thereon except to the extent expressly so waived.
The Trustee shall give notice of any such waiver to the Rating
Agencies.
Section
8.05 List
of Certificateholders.
Upon
written request of three or more Holders of Certificates of record, for purposes
of communicating with other Holders of Certificates with respect to their rights
under this Agreement, the Trustee will afford such Certificateholders access
during business hours to the most recent list of related Certificateholders
held
by the Trustee.
ARTICLE
IX
Concerning
the Trustee
Section
9.01 Duties
of Trustee.
(a) The
Trustee, prior to the occurrence of an Event of Default and after the curing
or
waiver of all Events of Default which may have occurred undertakes to perform
such duties and only such duties as are specifically set forth in this Agreement
as duties of the Trustee. If an Event of Default has occurred and has not been
cured or waived, the Trustee shall exercise such of the rights and powers vested
in it by this Agreement use the same degree of care and skill in their exercise,
as a prudent person would exercise under the circumstances in the conduct of
his
own affairs.
(b) Upon
receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments which are specifically required to be
furnished to the Trustee pursuant to any provision of this Agreement, the
Trustee shall examine them to determine whether they are on their face in the
form required by this Agreement; provided, however, that the Trustee shall
not
be responsible for the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished
hereunder; provided, further, that the Trustee shall not be responsible for
the
accuracy or verification of any calculation provided to it pursuant to this
Agreement.
(c) On
each
Distribution Date, the Trustee shall make monthly distributions and the final
distribution to the related Certificateholders from funds in the Distribution
Account, as provided in Sections 6.01 and 10.01 herein based solely on the
report of the Trustee.
(d) 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 willful misconduct; provided, however, that:
(i) Prior
to
the occurrence of an Event of Default, and after the curing or waiver of all
such Events of Default which may have occurred, the duties and obligations
of
the Trustee shall be determined solely by the express provisions of this
Agreement, the Trustee shall not be liable except for the performance of their
respective duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this Agreement
against the Trustee and, in the absence of bad faith on the part of the Trustee,
the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee, and conforming to the requirements of this
Agreement;
(ii) The
Trustee shall not be liable in its individual capacity for an error of judgment
made in good faith by a Responsible Officer or Responsible Officers of the
Trustee unless it shall be proved that the Trustee was negligent in ascertaining
the pertinent facts;
(iii) The
Trustee shall not be liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with the directions of
the
Holders of Certificates evidencing Fractional Undivided Interests aggregating
not less than 25% of the portion of the Trust Fund related to such Certificates,
if such action or non-action relates to the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or other power conferred upon the Trustee under this Agreement;
(iv) The
Trustee shall not be required to take notice or be deemed to have notice or
knowledge of any default or Event of Default unless a Responsible Officer of
the
Trustee’s Corporate Trust Office shall have actual knowledge thereof. In the
absence of such notice, the Trustee may conclusively assume there is no such
default or Event of Default;
(v) The
Trustee shall not in any way be liable by reason of any insufficiency in any
Account held by or in the name of Trustee unless it is determined by a court
of
competent jurisdiction that the Trustee’s gross negligence or willful misconduct
was the primary cause of such insufficiency (except to the extent that the
Trustee is obligor and has defaulted thereon);
(vi) Anything
in this Agreement to the contrary notwithstanding, in no event shall the Trustee
be liable for special, indirect or consequential loss or damage of any kind
whatsoever (including but not limited to lost profits), even if the Trustee
has
been advised of the likelihood of such loss or damage and regardless of the
form
of action;
(vii) None
of
the Depositor or the Trustee shall be responsible for the acts or omissions
of
the other, it being understood that this Agreement shall not be construed to
render them partners, joint venturers or agents of one another and
(viii) 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 Master Servicer under the Servicing Agreements, 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 Master Servicer in accordance with the
terms of this Agreement.
(e) All
funds
received by the Master Servicer and the Trustee and required to be deposited
in
the Master Servicer Collection Account pursuant to this Agreement will be
promptly so deposited by the Master Servicer or the Trustee, as
applicable.
(f) Except
for those actions that the Trustee is required to take hereunder, the Trustee
shall not have any obligation or liability to take any action or to refrain
from
taking any action hereunder in the absence of written direction as provided
hereunder.
Section
9.02 Certain
Matters Affecting the Trustee.
Except
as
otherwise provided in Section 9.01:
(i) The
Trustee may rely and shall be protected in acting or refraining from acting
in
reliance on any resolution, certificate of the Depositor, the Master Servicer
or
a Servicer, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond
or
other paper or document believed by it to be genuine and to have been signed
or
presented by the proper party or parties;
(ii) The
Trustee may consult with counsel and any advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection with respect
to any action taken or suffered or omitted by it hereunder in good faith and
in
accordance with such advice or Opinion of Counsel;
(iii) The
Trustee shall not be under any obligation to exercise any of the trusts or
powers vested in it by this Agreement, other than its obligation to give notices
pursuant to this Agreement, or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any of
the
Certificateholders pursuant to the provisions of this Agreement, unless such
Certificateholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby. Nothing contained herein shall, however, relieve the Trustee
of the obligation, upon the occurrence of an Event of Default of which a
Responsible Officer of the Trustee has actual knowledge (which has not been
cured or waived), to exercise such of the rights and powers vested in it by
this
Agreement, and to use the same degree of care and skill in their exercise,
as a
prudent person would exercise under the circumstances in the conduct of his
own
affairs;
(iv) Prior
to
the occurrence of an Event of Default hereunder and after the curing or waiver
of all Events of Default which may have occurred, the Trustee shall not be
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) The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or document,
unless requested in writing to do so by Holders of Certificates evidencing
Fractional Undivided Interests aggregating not less than 25% of the portion
of
the Trust Fund related to such Certificates, and provided that 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 reasonably assured to the Trustee by the security
afforded to it by the terms of this Agreement. The Trustee may require
reasonable indemnity against such expense or liability as a condition to taking
any such action. The reasonable expense of every such examination shall be
paid
by the related Certificateholders requesting the investigation;
(vi) The
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or through Affiliates, agents or attorneys; provided,
however, that the Trustee may not appoint any agent to perform its custodial
functions with respect to the Mortgage Files or paying agent functions under
this Agreement without the express written consent of the Master Servicer,
which
consent will not be unreasonably withheld. The Trustee shall not be liable
or
responsible for the misconduct or negligence of any of the Trustee’s agents or
attorneys or a custodian or paying agent appointed hereunder by the Trustee
with
due care and, when required, with the consent of the Master
Servicer;
(vii) Should
the Trustee deem the nature of any action required on its part, to be unclear,
the Trustee may require prior to such action that it be provided by the
Depositor with reasonable further instructions;
(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 accountable
for
other than its negligence or willful misconduct in the performance of any such
act;
(ix) The
Trustee shall not be required to give any bond or surety with respect to the
execution of the trust created hereby or the powers granted hereunder, except
as
provided in Section 9.07; and
(x) The
Trustee shall not have any duty to conduct any affirmative investigation as
to
the occurrence of any condition requiring the repurchase of any Mortgage Loan
by
the Seller pursuant to this Agreement or the Mortgage Loan Purchase Agreement,
as applicable, or the eligibility of any Mortgage Loan for purposes of this
Agreement.
Section
9.03 Trustee
Not Liable for Certificates or Mortgage Loans.
The
recitals contained herein and in the Certificates (other than the signature
and
countersignature of the Trustee on such Certificates) shall be taken as the
statements of the Depositor, and neither the Trustee, nor the Custodian on
its
behalf, shall have any responsibility for their correctness. The Trustee does
not make any representation as to the validity or sufficiency of the
Certificates (other than the signature and countersignature of the Trustee
on
the such Certificates) or of any Mortgage Loan; provided, however, that the
foregoing shall not relieve the Trustee, or the Custodian on its behalf, of
the
obligation to review the Mortgage Files pursuant to Sections 2.02 and 2.04.
The
Trustee’s signature and countersignature (or countersignature of its agent) on
the Certificates shall be solely in its capacity as Trustee and shall not
constitute the Certificates an obligation of the Trustee in any other capacity.
The Trustee shall not be accountable for the use or application by the Depositor
of any of the Certificates or of the proceeds of such Certificates, or for
the
use or application of any funds paid to the Depositor with respect to the
Mortgage Loans. The Trustee shall not be responsible for the legality or
validity of this Agreement or any document or instrument relating to this
Agreement, the validity of the execution of this Agreement or of any supplement
hereto or instrument of further assurance, or the validity, priority, perfection
or sufficiency of the security for the Certificates issued hereunder or intended
to be issued hereunder. The Trustee shall not at any time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of any Mortgage or any Mortgage Loan, or the perfection and
priority of any Mortgage or the maintenance of any such perfection and priority,
or for or with respect to the sufficiency of either Trust Fund, or any portion
of either Trust Fund or its ability to make the payments to be distributed
to
Certificateholders, under this Agreement. The Trustee shall not have any
responsibility for filing any financing statement 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 or to record this
Agreement.
Section
9.04 Trustee
May Own Certificates.
The
Trustee in its individual capacity or in any capacity other than as Trustee
hereunder may become the owner or pledgee of any Certificates with the same
rights it would have if it were not Trustee and may otherwise deal with the
parties hereto.
Section
9.05 Trustee’s
Fees and Expenses.
The
Trustee will be entitled to recover, from the Distribution Account pursuant
to
Section 4.05, the Trustee Fee, all reasonable out-of-pocket expenses,
disbursements and advances and the expenses of the Trustee in connection with
any Event of Default, any breach of this Agreement or any claim or legal action
(including any pending or threatened claim or legal action) or incurred or
made
by the Trustee in the administration of the trusts hereunder (including the
reasonable compensation, expenses and disbursements of its counsel) except
any
such expense, disbursement or advance as may arise from its negligence or
intentional misconduct or which is the responsibility of the Certificateholders.
If funds in the Distribution Account are insufficient therefor, the Trustee
shall recover such expenses from the Depositor and the Depositor hereby agrees
to pay such expenses, disbursements or advances upon demand. Such compensation
and reimbursement obligation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust.
Section
9.06 Eligibility
Requirements for Trustee.
The
Trustee and any successor Trustee shall during the entire duration of this
Agreement be a state bank or trust company or a national banking association
organized and doing business under the laws of such state or the United States
of America, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus and undivided profits of at least
$40,000,000 or, in the case of a successor Trustee, $50,000,000, subject to
supervision or examination by federal or state authority and, in the case of
the
Trustee, rated “BBB” or higher by S&P or Fitch and “Baa2” or higher by
Xxxxx’x with respect to their long-term rating and rated “BBB” or higher by
S&P or Fitch and “Baa2” or higher by Xxxxx’x with respect to any outstanding
long-term unsecured unsubordinated debt, and, in the case of a successor Trustee
other than pursuant to Section 9.10, rated in one of the two highest long-term
debt categories of, or otherwise acceptable to, each of the Rating Agencies.
If
the Trustee 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 9.06 the combined capital and surplus of such
corporation shall be deemed to be its total equity capital (combined capital
and
surplus) as set forth in its most recent report of condition so published.
In
case at any time the Trustee shall cease to be eligible in accordance with
the
provisions of this Section 9.06, the Trustee shall resign immediately in the
manner and with the effect specified in Section 9.08.
The
Trustee may not be the Seller, an originator of any of the Mortgage Loans,
the
Master Servicer, a Servicer, the Depositor or an affiliate of the Depositor
unless the Trustee is in an institutional trust department of U.S. Bank National
Association.
Section
9.07 Insurance.
The
Trustee at its own expense, shall at all times maintain and keep in full force
and effect: (i) fidelity insurance, (ii) theft of documents insurance and (iii)
forgery insurance (which may be collectively satisfied by a “Financial
Institution Bond” and/or a “Bankers’ Blanket Bond”). All such insurance shall be
in amounts, with standard coverage and subject to deductibles, as are customary
for insurance typically maintained by banks or their affiliates which act as
custodians for investor-owned mortgage pools. A certificate of an officer of
the
Trustee as to the Trustee’s compliance with this Section 9.07 shall be furnished
to any Certificateholder upon reasonable written request.
Section
9.08 Resignation
and Removal of the Trustee.
(a) The
Trustee may at any time resign and be discharged from the Trust hereby created
by giving written notice thereof to the Depositor, the Seller and the Master
Servicer, with a copy to the Rating Agencies. Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor trustee by written
instrument, in triplicate, one copy of which instrument shall be delivered
to
each of the resigning trustee and the successor trustee. If no successor trustee
shall have been so appointed and have 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.
(b) If
at any
time the Trustee shall cease to be eligible in accordance with the provisions
of
Section 9.06 and shall fail to resign after written request therefor by the
Depositor or if at any time the Trustee shall become incapable of acting, 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 shall promptly
remove the Trustee, and appoint a successor Trustee, by written instrument,
in
triplicate, one copy of which instrument shall be delivered to the Trustee,
so
removed, the successor Trustee.
(c) The
Holders of Certificates evidencing Fractional Undivided Interests aggregating
not less than 51% of the portion of the Trust Fund related to such Certificates,
may at any time remove the Trustee and appoint a successor Trustee for the
related Trust Fund by written instrument or instruments, in quadruplicate,
signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Depositor, and the Trustee
so
removed and the successor so appointed. In the event that the Trustee is removed
by the Holders of Certificates in accordance with this Section 9.08(c), the
Holders of such Certificates shall be responsible for paying any compensation
payable to a successor Trustee, in excess of the amount paid to the predecessor
Trustee.
(d) No
resignation or removal of the Trustee and appointment of a successor Trustee
pursuant to any of the provisions of this Section 9.08 shall become effective
except upon appointment of and acceptance of such appointment by the successor
Trustee as provided in Section 9.09.
Section
9.09 Successor
Trustee.
(a) Any
successor Trustee appointed as provided in Section 9.08 shall execute,
acknowledge and deliver to the Depositor and to its predecessor Trustee an
instrument accepting such appointment hereunder. The resignation or removal
of
the predecessor Trustee shall then 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 herein. The predecessor Trustee
shall after payment of its outstanding fees and expenses promptly deliver to
the
successor Trustee all assets and records of the Trust held by it hereunder,
and
the Depositor and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor Trustee, all such
rights, powers, duties and obligations.
(b) No
successor Trustee shall accept appointment as provided in this Section 9.09
unless at the time of such acceptance such successor Trustee shall be eligible
under the provisions of Section 9.06.
(c) Upon
acceptance of appointment by a successor trustee as provided in this Section
9.09, the successor trustee shall mail notice of the succession of such trustee
hereunder to all Certificateholders at their addresses as shown in the
Certificate Register and to the Rating Agencies. The Depositor shall cause
such
notice to be mailed at the expense of the Trust Fund.
Section
9.10 Merger
or Consolidation of Trustee.
Any
state
bank or trust company or national banking association into which the Trustee
may
be merged or converted or with which it may be consolidated or any state bank
or
trust company or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any state
bank or trust company or national banking association succeeding to all or
substantially all of the corporate trust business of the Trustee shall be the
successor of the Trustee hereunder, provided such state bank or trust company
or
national banking association shall be eligible under the provisions of Section
9.06. Such succession shall be valid without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.
Section
9.11 Appointment
of Co-Trustee or Separate Trustee.
(a) Notwithstanding
any other provisions hereof, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of the Trust or property
constituting the same 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
Depositor 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, such title to the Trust,
or
any part thereof, and, subject to the other provisions of this Section 9.11,
such powers, duties, obligations, rights and trusts as the Depositor and the
Trustee may consider necessary or desirable.
(b) If
the
Depositor shall not have joined in such appointment within 15 days after the
receipt by it of a written request so to do, the Trustee shall have the power
to
make such appointment without the Depositor.
(c) No
co-trustee or separate trustee hereunder shall be required to meet the terms
of
eligibility as a successor Trustee under Section 9.06 hereunder and no notice
to
Certificateholders of the appointment of co-trustee(s) or separate trustee(s)
shall be required under Section 9.08 hereof.
(d) In
the
case of any appointment of a co-trustee or separate trustee pursuant to this
Section 9.11, all rights, powers, duties and obligations conferred or imposed
upon the Trustee and required to be conferred on such co-trustee shall be
conferred or imposed upon and exercised or performed by the Trustee and such
separate trustee or co-trustee jointly, except to the extent that under any
law
of any jurisdiction in which any particular act or acts are to be performed
(whether as Trustee hereunder or as successor to the Master 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 by such separate trustee or co-trustee at the direction
of the Trustee.
(e) Any
notice, request or other writing given to the Trustee shall be deemed to have
been given to each of the then separate trustees and co-trustees, as effectively
as if given to each of them. Every instrument appointing any separate trustee
or
co-trustee shall refer to this Agreement and the conditions of this Article
IX.
Each separate trustee and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately, as
may
be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(f) To
the
extent not prohibited by law, any separate trustee or co-trustee may, at any
time, request the Trustee, its agent or attorney-in-fact, with full power and
authority, to do any lawful act under or with respect to 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.
(g) No
trustee under this Agreement shall be personally liable by reason of any act
or
omission of another trustee under this Agreement. The Depositor and the Trustee
acting jointly may at any time accept the resignation of or remove any separate
trustee or co-trustee.
Section
9.12 Federal
Information Returns and Reports to Certificateholders; REMIC
Administration.
(a) For
federal income tax purposes, the taxable year of each REMIC shall be a calendar
year and the Trustee shall maintain or cause the maintenance of the books of
each such REMIC on the accrual method of accounting.
(b) The
Trustee shall prepare, sign and file or cause to be filed with the Internal
Revenue Service federal tax information returns or elections required to be
made
hereunder with respect to each REMIC, each Trust Fund, if applicable, and the
Certificates containing such information and at the times and in the manner
as
may be required by the Code or applicable Treasury regulations, and shall
furnish to each Holder of Certificates at any time during the calendar year
for
which such returns or reports are made such statements or information at the
times and in the manner as may be required thereby, including, without
limitation, reports relating to interest, original issue discount and market
discount or premium (using a constant prepayment assumption of 300% PSA as
described in the prospectus supplement relating to the Offered Certificates).
The Trustee will apply for an Employee Identification Number from the Internal
Revenue Service under Form SS-4 or any other acceptable method for all tax
entities. In connection with the foregoing, the Trustee shall timely prepare,
file and sign, Internal Revenue Service Form 8811, which shall provide the
name
and address of the person who can be contacted to obtain information required
to
be reported to the holders of regular interests in each REMIC (the “REMIC
Reporting Agent”). The Trustee shall make elections to treat each REMIC as a
REMIC (which elections shall apply to the taxable period ending December 31,
2007 and each calendar year thereafter) in such manner as the Code or applicable
Treasury regulations may prescribe, and as described by the Trustee. The Trustee
shall sign all tax information returns filed pursuant to this Section and any
other returns as may be required by the Code. The Holder of the Class R-1
Certificate is hereby designated as the “Tax Matters Person” (within the meaning
of Treasury Regulation Section 1.860F-4(d)) for REMIC I and the Holder of the
Class R-2 Certificate is hereby designated as the “Tax Matters Person” for REMIC
II. The Trustee is hereby designated and appointed as the agent of each such
Tax
Matters Person. Any Holder of a Residual Certificate will by acceptance thereof
appoint the Trustee as agent and attorney-in-fact for the purpose of acting
as
Tax Matters Person for each REMIC during such time as the Trustee does not
own
any such Residual Certificate. In the event that the Code or applicable Treasury
regulations prohibit the Trustee from signing tax or information returns or
other statements, or the Trustee from acting as agent for the Tax Matters
Person, the Trustee shall take whatever action that in their sole good faith
judgment is necessary for the proper filing of such information returns or
for
the provision of a Tax Matters Person, including designation of the Holder
of a
Residual Certificate to sign such returns or act as Tax Matters Person. Each
Holder of a Residual Certificate shall be bound by this Section.
(c) The
Trustee shall provide upon request and receipt of reasonable compensation such
information as required in Section 860D(a)(6)(B) of the Code to the Internal
Revenue Service, to any Person purporting to transfer a Residual Certificate
to
a Person other than a transferee permitted by Section 5.05(b), and to any
regulated investment company, real estate investment trust, common trust fund,
partnership, trust, estate, organization described in Section 1381 of the Code,
or nominee holding an interest in a pass-through entity described in Section
860E(e)(6) of the Code, any record holder of which is not a transferee permitted
by Section 5.05(b) (or which is deemed by statute to be an entity with a
disqualified member).
(d) The
Trustee shall prepare, sign and file or cause to be filed any state income
tax
returns required under Applicable State Law with respect to each REMIC or the
Trust Fund.
(e) Notwithstanding
any other provision of this Agreement, the Trustee shall comply with all federal
withholding requirements respecting payments to Certificateholders of interest,
original issue discount or principal on the Certificates that the Trustee
reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. In the event
the
Trustee withholds any amount from payments of interest, original issue discount
or principal or advances thereof to any Certificateholder pursuant to federal
withholding requirements, the Trustee shall, together with its monthly report
to
such Certificateholders, indicate such amount withheld.
(f) The
Trustee agrees to indemnify the Trust Fund and the Depositor for any taxes
and
costs including, without limitation, any reasonable attorneys fees imposed
on or
incurred by such Trust Fund, the Depositor or the Master Servicer, as a result
of a breach of the Trustee’s covenants set forth in this Section 9.12; provided,
however, such liability and obligation to indemnify in this paragraph shall
not
be joint and several, and the Trustee shall not be liable or be obligated to
indemnify the Trust Fund for the failure by the other to perform any duty under
this Agreement or the breach by the other of any covenant in this Agreement.
In
the event that any liable party hereto fails to honor its obligations under
the
preceding sentences, or taxes imposed on the Trust Fund are not otherwise paid,
such taxes shall be paid first with amounts otherwise to be distributed to
the
Class R Certificates, and second with amounts otherwise to be distributed to
the
Holders of the following other Certificates in the following order of priority:
first,
to
the
Class B-6 Certificates, second, to the Class B-5 Certificates, third, to the
Class B-4 Certificates, fourth, to the Class B-3 Certificates, fifth, to the
Class B-2 Certificates, sixth, to the Class B-1 Certificates, and eighth, to
the
Class A, Class X and Class PO Certificates (on a pro rata basis based on the
amounts to be distributed). Notwithstanding anything to the contrary contained
herein, to the extent that such tax is payable by the Holder of any such
Certificates, the Trustee is hereby authorized to retain on any Distribution
Date, from the Holders of the Class R Certificates (and, if necessary, from
the
Holders of the other relevant Certificates in the priority specified in the
preceding sentence), funds otherwise distributable to such Holders in an amount
sufficient to pay such tax.
The Trustee
shall include in its monthly statement amounts allocated to the relevant
Certificates, taking into account the priorities described in the second
preceding sentence. The
Trustee shall promptly notify in writing the party liable for any such tax
of
the amount thereof and the due date for the payment thereof.
ARTICLE
X
Termination
Section
10.01 Termination
Upon Repurchase by the Depositor or its Designee or Liquidation of the Mortgage
Loans.
(a) Subject
to Section 10.03, the respective obligations and responsibilities of the
Depositor, the Trustee and the Master Servicer created hereby with respect
to
the Trust Fund and the related Certificates, other than the obligation of the
Trustee to make payments to related Certificateholders as hereinafter set forth
and the indemnification obligations under Section 7.03 hereof, shall terminate
upon:
(i) the
repurchase by or at the direction of the Depositor or its designee of all of
the
Mortgage Loans and all related REO Property remaining at a price (in each case,
the “Termination Purchase Price”) equal to the sum of (a) 100% of the
Outstanding Principal Balance of each such Mortgage Loan (other than a Mortgage
Loan related to REO Property) as of the date of repurchase, net of the principal
portion of any unreimbursed Monthly Advances made by the purchaser, together
with interest at the applicable Mortgage Interest Rate accrued but unpaid to,
but not including, the first day of the month of repurchase, (b) the appraised
value of any related REO Property, less the good faith estimate of the Depositor
of liquidation expenses to be incurred in connection with its disposal thereof
(but not more than the Outstanding Principal Balance of the related Mortgage
Loan, together with interest at the applicable Mortgage Interest Rate accrued
on
that balance but unpaid to, but not including, the first day of the month of
repurchase), such appraisal to be calculated by an appraiser mutually agreed
upon by the Depositor and the Trustee at the expense of the Depositor, (c)
unreimbursed out-of pocket costs of the Master Servicer, including unreimbursed
servicing advances and the principal portion of any unreimbursed Monthly
Advances, made on the Mortgage Loans prior to the exercise of such repurchase
right and (d) any unreimbursed costs and expenses of the Trustee payable
pursuant to Section 9.05 and to the Custodian pursuant to the Custodial
Agreement; or
(ii) the
later
of the making of the final payment or other liquidation, or any advance with
respect thereto, of the last Mortgage Loan remaining in the Trust Fund or the
disposition of all property acquired with respect to any Mortgage Loan;
provided, however, that in the event that an advance has been made, but not
yet
recovered, at the time of such termination, the Person having made such advance
shall be entitled to receive, notwithstanding such termination, any payments
received subsequent thereto with respect to which such advance was made;
or
(iii) the
payment to the Certificateholders of all amounts required to be paid to them
pursuant to this Agreement.
(b) In
no
event, however, shall the portion of the Trust Fund created hereby continue
beyond the earlier of (i) the “latest possible maturity date” specified in
Section 5.01(d) or (ii) the expiration of 21 years from the death of the last
survivor of the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the
United States to the Court of St. James’s, living on the date of this
Agreement.
(c) The
right
of the Depositor or its designee to repurchase all the assets of the Trust
Fund
as described in Subsection 10.01(a)(i) above shall be exercisable only if (i)
the aggregate Scheduled Principal Balance of the Mortgage Loans in Loan at
the
time of any such repurchase is less than 10% of the Cut-Off Date Balance, and
the or (ii) the Depositor, based upon an Opinion of Counsel addressed to the
Depositor and the Trustee, has determined that the REMIC status of REMIC I
or
REMIC II has been lost or that a substantial risk exists that such REMIC status
will be lost for the then-current taxable year. At any time thereafter, in
the
case of (i) or (ii) above, the Depositor may elect to terminate REMIC I or
REMIC
II at any time, and upon such election, the Depositor or its designee, shall
repurchase all the assets of the Trust Fund described in Subsection 10.01(a)(i)
above.
(d) The
Trustee shall give notice of any termination to the Certificateholders, with
a
copy to the Master Servicer and the Rating Agencies, upon which the
Certificateholders shall surrender their Certificates to the Trustee for payment
of the final distribution and cancellation. Such notice shall be given by
letter, mailed not earlier than the l5th day and not later than the 25th day
of
the month next preceding the month of such final distribution, and shall specify
(i) the Distribution Date upon which final payment of the related Certificates
will be made upon presentation and surrender of the related Certificates at
the
office of the Trustee therein designated, (ii) the amount of any such final
payment and (iii) that the Record Date otherwise applicable to such Distribution
Date is not applicable, payments being made only upon presentation and surrender
of the related Certificates at the office of the Trustee therein
specified.
(e) If
the
option of the Depositor to repurchase or cause the repurchase of all the assets
in the Trust Fund as described in Subsection 10.01(a)(i) above, is exercised,
the Depositor and/or its designee shall deliver to the Trustee for deposit
in
the Distribution Account, by the Business Day prior to the applicable
Distribution Date, an amount equal to the related Termination Purchase Price.
Upon presentation and surrender of the related Certificates by the related
Certificateholders, the Trustee shall distribute to such Certificateholders
an
amount determined as follows: with respect to each related Certificate (other
than the Interest Only Certificates), the outstanding Current Principal Amount,
plus with respect to each such Certificate, one month’s interest thereon at the
applicable Pass-Through Rate; and with respect to the Class R Certificates,
the
percentage interest evidenced thereby multiplied by the difference, if any,
between the above described repurchase price and the aggregate amount to be
distributed to the Holders of the Certificates (other than the Class R
Certificates). If the proceeds with respect to the related Mortgage Loans are
not sufficient to pay all of the related Senior Certificates in full, any such
deficiency shall be allocated first, to the related Subordinate Certificates,
in
inverse order of their numerical designations and then to the related Senior
Certificates on a pro rata basis. Upon deposit of the related Termination
Purchase Price and following such final Distribution Date, the Trustee shall
release promptly to the Depositor and/or its designee the related Mortgage
Files
for the remaining Mortgage Loans, and the related portions of the Accounts
with
respect thereto shall terminate, subject to the Trustee’s obligation to hold any
amounts payable to the related Certificateholders in trust without interest
pending final distributions pursuant to Subsection 10.01(g). Any other amounts
remaining in the Accounts will belong to the Depositor.
(f) In
the
event that this Agreement is terminated by reason of the payment or liquidation
of all Mortgage Loans or the disposition of all property acquired with respect
to all Mortgage Loans under Subsection 10.01(a)(ii) above, the Master Servicer
shall deliver to the Trustee for deposit in the Distribution Account all
distributable amounts remaining in the Master Servicer Collection Account.
Upon
the presentation and surrender of the related Certificates, the Trustee shall
distribute to the remaining related Certificateholders, pursuant to the written
direction of the Trustee and in accordance with their respective interests,
all
related distributable amounts remaining in the Distribution Account. Upon
deposit by the Master Servicer of such distributable amounts, and following
such
final Distribution Date, the Paying Agent shall release promptly to the
Depositor or its designee the related Mortgage Files for the remaining Mortgage
Loans, and the Distribution Account shall terminate, subject to the Paying
Agent’s obligation to hold any amounts payable to the related Certificateholders
in trust without interest pending final distributions pursuant to this
Subsection 10.01(f).
(g) If
not
all of the Certificateholders shall surrender their Certificates for
cancellation within six months after the time specified in the above-mentioned
written notice, the Trustee 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 six months after the
second notice, not all the related Certificates shall have been surrendered
for
cancellation, the Trustee may take appropriate steps, or appoint any agent
to
take appropriate steps, to contact the related remaining Certificateholders
concerning surrender of their Certificates, and the cost thereof shall be paid
out of the funds and other assets which remain subject to this
Agreement.
Section
10.02 [Reserved].
Section
10.03 Additional
Termination Requirements with respect to the Certificates.
(a) If
the
option of the Depositor to repurchase all of the Mortgage Loans and related
properties under Subsection 10.01(a)(i) above is exercised, the Trust Fund
and
each REMIC shall be terminated in accordance with the following additional
requirements, unless the Trustee has been furnished with an Opinion of Counsel
addressed to the Trustee to the effect that the failure of the Trust to comply
with the requirements of this Section 10.03 will not (i) result in the
imposition of taxes on “prohibited transactions” as defined in Section 860F of
the Code on any REMIC or (ii) cause any REMIC to fail to qualify as a REMIC
at
any time that any Certificates are outstanding:
(i) The
Depositor shall establish a 90-day liquidation period and notify the Trustee
thereof, and the Trustee shall in turn specify the first day of such period
in a
statement attached to the tax return for each of REMIC I and REMIC II pursuant
to Treasury Regulation Section 1.860F-1. The Depositor shall satisfy all the
requirements of a qualified liquidation under Section 860F of the Code and
any
regulations thereunder, as evidenced by an Opinion of Counsel addressed to
the
Trustee obtained at the expense of the Depositor;
(ii) During
such 90-day liquidation period, and at or prior to the time of making the final
payment on the Certificates, the Trustee shall sell all of the assets of REMIC
I
for cash; and
(iii) At
the
time of the making of the final payment on the Certificates, the Trustee shall
distribute or credit, or cause to be distributed or credited, to the Holders
of
the Residual Certificates all cash on hand (other than cash retained to meet
claims), and REMIC I shall terminate at that time.
(b)
By
their
acceptance of the Certificates, the Holders thereof hereby authorize the
adoption of a 90-day liquidation period and the adoption of a plan of complete
liquidation for REMIC I and REMIC II, which authorization shall be binding
upon
all successor Certificateholders.
(c)
The
Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan
of
complete liquidation meeting the requirements for a qualified liquidation under
Section 860F of the Code and any regulations thereunder upon the written request
of the Depositor and the receipt of the Opinion of Counsel referred to in clause
(a)(i) above and to take such other action in connection therewith as may be
reasonably requested by the Depositor.
ARTICLE
XI
Miscellaneous
Provisions
Section
11.01 Intent
of Parties.
The
parties intend that each of REMIC I, REMIC II and REMIC III shall be treated
as
a REMIC for federal income tax purposes and that the provisions of this
Agreement should be construed in furtherance of this intent.
Section
11.02 Amendment.
(a) This
Agreement may be amended from time to time by the Depositor, the Master Servicer
and the Trustee, but without notice to or the consent of any of the related
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions herein or therein that may be defective or inconsistent with any
other provisions herein or therein, to comply with any changes in the Code,
to
revise any provision to reflect the obligations of the parties to this Agreement
as they relate to Regulation AB or 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, however, that
such
action shall not, as evidenced by an Opinion of Counsel, addressed to the
Trustee, adversely affect in any material respect the interests of any related
Certificateholder or cause any REMIC to fail to qualify as a REMIC for federal
income tax purposes as evidenced by an Opinion of Counsel addressed to the
Trustee but not at the Trustee’s expense.
(b) With
respect to the Certificates, this Agreement may also be amended from time to
time by the Master Servicer, the Depositor and the Trustee, and the Holders
of
Certificates evidencing Fractional Undivided Interests aggregating not less
than
51% of the applicable Class or Classes, if such amendment affects only such
Class or Classes, 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 related Certificateholders; provided, however,
that
no such amendment shall (i) reduce in any manner the amount of, or delay the
timing of, payments received on Mortgage Loans which are required to be
distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) reduce the aforesaid percentage of Certificates the Holders
of
which are required to consent to any such amendment, without the consent of
the
Holders of all Certificates then outstanding, or (iii) cause any related REMIC
to fail to qualify as a REMIC for federal income tax purposes, as evidenced
by
an Opinion of Counsel addressed to the Trustee which shall be provided to the
Trustee other than at the Trustee’s expense. Notwithstanding any other provision
of this Agreement, for purposes of giving or withholding of consents pursuant
to
this first paragraph of Section 11.02(b), Certificates registered in the name
of
or held for the benefit of the Depositor, the Master Servicer, or the Trustee
or
any Affiliate thereof shall be entitled to vote their Fractional Undivided
Interests with respect to matters affecting such Certificates.
(c) Promptly
after the execution of any such amendment, the Trustee shall furnish a copy
of
such amendment or written notification of the substance of such amendment to
each related Certificateholder, with a copy to the Rating Agencies.
(d) In
the
case of an amendment under Subsection 11.02(b) above, it shall not be necessary
for the related Certificateholders to approve the particular form of such an
amendment. Rather, it shall be sufficient if the related Certificateholders
approve the substance of the amendment. The manner of obtaining such consents
and of evidencing the authorization of the execution thereof by related
Certificateholders shall be subject to such reasonable regulations as the
Trustee may prescribe.
(e) Prior
to
the execution of any amendment to this Agreement, the Trustee shall be entitled
to receive and rely upon an Opinion of Counsel addressed to the Trustee stating
that the execution of such amendment is authorized or permitted by this
Agreement. The Trustee may, but shall not be obligated to, enter into any such
amendment which affects the Trustee’s own rights, duties or immunities under
this Agreement.
Section
11.03 Recordation
of Agreement.
To
the
extent permitted by applicable law, this Agreement is subject to recordation
in
all appropriate public offices for real property records in all the counties
or
other comparable jurisdictions in which any or all of the Mortgaged Properties
are situated, and in any other appropriate public recording office or elsewhere.
The Depositor shall effect such recordation, at the expense of the Trust upon
the request in writing of a Certificateholder, but only if such direction is
accompanied by an Opinion of Counsel (provided at the expense of the
Certificateholder requesting recordation) to the effect that such recordation
would materially and beneficially affect the interests of the Certificateholders
or is required by law.
Section
11.04 Limitation
on Rights of Certificateholders.
(a) The
death
or incapacity of any Certificateholder shall not terminate this Agreement or
the
Trust, nor entitle such Certificateholder’s legal representatives or heirs to
claim an accounting or to take any action or proceeding in any court for a
partition or winding up of the Trust, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.
(b) Except
as
expressly provided in this Agreement, no Certificateholders 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
establish the Certificateholders from time to time as partners or members of
an
association; nor shall any Certificateholders 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.
(c) 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,
under or with respect to this Agreement against the Depositor, the Trustee,
the
Master Servicer or any successor to any such parties unless (i) such
Certificateholder previously shall have given to the Trustee a written notice
of
a continuing default, as herein provided, (ii) the Holders of Certificates
evidencing Fractional Undivided Interests aggregating not less than 51% of
the
Trust Fund 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 and expenses and liabilities to be incurred therein or thereby, and (iii)
the Trustee, for 60 days after its receipt of such notice, request and offer
of
indemnity, shall have neglected or refused to institute any such action, suit
or
proceeding.
(d) No
one or
more Certificateholders shall have any right by virtue of any provision of
this
Agreement to affect the rights of any other Certificateholders or to obtain
or
seek to obtain priority or preference over any other such Certificateholder,
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 11.04, each and
every Certificateholder and the Trustee shall be entitled to such relief as
can
be given either at law or in equity.
Section
11.05 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 Certificateholders
may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Certificateholders in person or by an agent duly appointed
in writing. Except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee and, where it is expressly required, to the Depositor. 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 Depositor, if made in the manner provided in this Section
11.05.
(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 a 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. Where 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 or her authority.
The
fact and date of the execution of any such instrument or writing, or the
authority of the individual executing the same, may also be proved in any other
manner which the Trustee deems sufficient.
(c) The
ownership of Certificates (notwithstanding any notation of ownership or other
writing on such Certificates, except an endorsement in accordance with Section
5.02 made on a Certificate presented in accordance with Section 5.04) shall
be
proved by the Certificate Register, and neither the Trustee, the Depositor,
the
Master Servicer nor any successor to any such parties shall be affected by
any
notice to the contrary.
(d) Any
request, demand, authorization, direction, notice, consent, waiver or other
action of the holder of any Certificate shall bind every future holder of the
same Certificate and the holder of every Certificate issued upon the
registration of transfer or exchange thereof, if applicable, or in lieu thereof
with respect to anything done, omitted or suffered to be done by the Trustee,
the Depositor, the Master Servicer or any successor to any such party in
reliance thereon, whether or not notation of such action is made upon such
Certificates.
(e) In
determining whether the Holders of the requisite percentage of Certificates
evidencing Fractional Undivided Interests have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Certificates
owned by the Trustee, the Depositor, the Master Servicer or any Affiliate
thereof shall be disregarded, except as otherwise provided in Section 11.02(b)
and except that, in determining whether the Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice, consent
or waiver, only Certificates which a Responsible Officer of the Trustee actually
knows to be so owned shall be so disregarded. Certificates which have been
pledged in good faith to the Trustee, the Depositor, the Master Servicer or
any
Affiliate thereof may be regarded as outstanding if the pledgor establishes
to
the satisfaction of the Trustee the pledgor’s right to act with respect to such
Certificates and that the pledgor is not an Affiliate of the Trustee, the
Depositor, or the Master Servicer, as the case may be.
Section
11.06 Governing
Law.
THIS
AGREEMENT AND THE CERTIFICATES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF
THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS RULES (OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW, WHICH THE PARTIES HERETO
EXPRESSLY RELY UPON IN THE CHOICE OF SUCH LAW AS THE GOVERNING LAW HEREUNDER)
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section
11.07 Notices.
All
demands and notices hereunder shall be in writing and shall be deemed given
when
delivered at (including delivery by facsimile) or mailed by registered mail,
return receipt requested, postage prepaid, or by recognized overnight courier,
to (i) in the case of the Depositor, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Vice President-Servicing, telecopier number: (000) 000-0000,
or to such other address as may hereafter be furnished to the other parties
hereto in writing; (ii) in the case of the Trustee, at its Corporate Trust
Office, or such other address as may hereafter be furnished to the other parties
hereto in writing; (iii) in the case of the Seller, 0000 Xxxx Xxxxx Xxxxx,
Xxxxxxxxxx, Xxxxx 00000, Attention: President or General Counsel, facsimile
number: (000) 000-0000, or to such other address as may hereafter be furnished
to the other parties hereto in writing; (iv) in the case of the Master Servicer,
0000 Xxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxx 00000, Attention: Xxxxxxxx Xxxxx,
facsimile number: (000) 000-0000, telecopier number: (000) 000-0000, or to
such
other address as may hereafter be furnished to the other parties hereto in
writing, and (v) in the case of the Rating Agencies, Fitch, Inc., Xxx Xxxxx
Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention ABS Monitoring Department,
and
Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc., 00 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other address as may be hereafter
furnished to the Depositor, Trustee and Master Servicer in writing by Fitch
or
Standard & Poor’s. Any notice delivered to the Depositor, the Master
Servicer or the Trustee under this Agreement shall be effective only upon
receipt. Any notice required or permitted to be mailed to a Certificateholder,
unless otherwise provided herein, shall be given by first-class mail, postage
prepaid, at the address of such Certificateholder as shown in the Certificate
Register. Any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given when mailed, whether
or
not the Certificateholder receives such notice.
Section
11.08 Severability
of Provisions.
If
any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severed 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
11.09 Successors
and Assigns.
The
provisions of this Agreement shall be binding upon and inure to the benefit
of
the respective successors and assigns of the parties hereto.
Section
11.10 Article
and Section Headings.
The
article and section headings herein are for convenience of reference only,
and
shall not limit or otherwise affect the meaning hereof.
Section
11.11 Counterparts.
This
Agreement may be executed in two or more counterparts each of which when so
executed and delivered shall be an original but all of which together shall
constitute one and the same instrument.
Section
11.12 Notice
to Rating Agencies.
The
article and section headings herein are for convenience of reference only,
and
shall not limited or otherwise affect the meaning hereof. The Trustee shall
promptly provide notice to each Rating Agency with respect to each of the
following of which a Responsible Officer of the Trustee has actual
knowledge:
1. Any
material change or amendment to this Agreement or the Servicing
Agreements;
2. The
occurrence of any Event of Default that has not been cured;
3. The
resignation or termination of the Master Servicer or the Trustee;
4. The
repurchase or substitution of Mortgage Loans;
5. The
final
payment to Certificateholders; and
6. Any
change in the location of the In the event that this Agreement is terminated
by
reason of the payment or liquidation of all Mortgage Loans or the disposition
of
all property acquired with respect to all Mortgage Loans under Subsection
10.01(a)(ii) above, the Master Servicer shall deliver to the Trustee for deposit
in the Distribution Account all distributable amounts remaining in the Master
Servicer Collection Account or the Distribution Account.
IN
WITNESS WHEREOF, the Depositor, the Trustee and the Master Servicer have caused
their names to be signed hereto by their respective officers thereunto duly
authorized as of the day and year first above written.
STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC., as Depositor
|
|||||||
By:
|
/s/ Xxxxx Xxxxxxxxxxx | ||||||
Name:
|
Xxxxx
Xxxxxxxxxxx
|
||||||
Title:
|
Vice
President
|
||||||
U.S.
BANK NATIONAL ASSOCIATION, as Trustee
|
|||||||
By:
|
/s/ Xxxxxxxxx Xxxxxx | ||||||
Name:
|
Xxxxxxxxx Xxxxxx | ||||||
Title:
|
Assistant
Vice President
|
||||||
EMC
MORTGAGE CORPORATION, as Master Servicer and Seller
|
|||||||
By:
|
/s/ Xxxxx Xxxxx | ||||||
Name:
|
Xxxxx Xxxxx | ||||||
Title:
|
Senior Vice President | ||||||
Accepted
and Agreed as to
Sections
2.01, 2.02, 2.03, 2.04 and 9.09(c)
in
its
capacity as Seller
EMC
MORTGAGE CORPORATION
By:
|
/s/ Xxxxx Xxxx | |
Name:
|
Xxxxx Xxxx | |
Title:
|
Executive Vice President |
STATE
OF NEW YORK
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF NEW YORK
|
)
|
On
the
30th day of March, 2007 before me, a notary public in and for said State,
personally appeared ___________________, known to me to be a
_______________________ of Structured Asset Mortgage Investments II Inc., the
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
|
[Notarial
Seal]
STATE
OF
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF
|
)
|
On
the
30th day of March, 2007 before me, a notary public in and for said State,
personally appeared ____________, known to me to be a ____________ of U.S.
Bank
National Association, the entity that executed the within instrument, and also
known to me to be the person who executed it on behalf of said entity, and
acknowledged to me that such entity executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
Notary
Public
|
[Notarial
Seal]
STATE
OF TEXAS
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF DALLAS
|
)
|
On
the
30th day of March, 2007 before me, a notary public in and for said State,
personally appeared _______________, known to me to be a __________________
of
EMC Mortgage Corporation, the 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
|
[Notarial
Seal]
STATE
OF TEXAS
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF DALLAS
|
)
|
On
the
30th day of March, 2007 before me, a notary public in and for said State,
personally appeared ____________, known to me to be ____________ of EMC Mortgage
Corporation, the 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
|
[Notarial
Seal]
EXHIBIT
A-1
FORM
OF CLASS A-[_] CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986 (THE “CODE”).
[THE
CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL
PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY, FOLLOWING
THE
INITIAL ISSUANCE OF THE CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS
CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY
OF THE TRUSTEE NAMED HEREIN.]
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED WILL BE REGISTERED IN THE NAME OF CEDE
& CO. OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT WILL BE MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
Certificate
No.1
|
[Adjustable
Pass-Through Rate][Pass-Through Rate: [___]%]
|
Class
A-[_] Senior
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date:
Xxxxx
0, 0000
|
Xxxxxxxxx
Initial [Current Principal][Notional] Amount of this Senior Certificate
as
of the Cut-off Date:
$[_____________]
|
First
Distribution Date:
April
25, 2007
|
Initial
[Current Principal][Notional] Amount of this Senior Certificate as
of the
Cut-off Date: $[_____________]
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[____________]
|
Assumed
Final Distribution Date:
[_________]
|
|
MORTGAGE
PASS-THROUGH CERTIFICATE
SERIES
2007-1
evidencing
a fractional undivided interest in the distributions allocable to the Class
A-[_] Certificates with respect to a portion of a Trust Fund consisting
primarily of a pool of fixed rate mortgage loans secured by first liens on
one-to-four family residential properties sold by STRUCTURED ASSET MORTGAGE
INVESTMENTS II INC.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments
II Inc., the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by
Structured Asset Mortgage Investments II Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of Structured
Asset
Mortgage Investments II Inc., the Master Servicer or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This
certifies that Cede & Co. is the registered owner of the Fractional
Undivided Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a portion of a trust
(the
“Trust Fund”) primarily consisting of fixed rate mortgage loans secured by first
liens on one- to four- family residential properties (collectively, the
“Mortgage Loans”) sold by Structured Asset Mortgage Investments II Inc. (“XXXX
XX”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) to XXXX
XX. EMC will act as master servicer of the Mortgage Loans (the “Master
Servicer”, which term includes any successors thereto under the Agreement
referred to below). The Trust Fund was created pursuant to the Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among EMC Mortgage Corporation, as seller (the “Seller”) and
master servicer, XXXX XX, as depositor (the “Depositor”) and U.S. Bank National
Association as trustee (the “Trustee”), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
[Interest
on this Certificate will accrue during the month prior to the month in which
a
Distribution Date (as hereinafter defined) occurs on the Current Principal
Amount hereof at a per annum rate equal to the Pass-Through Rate set forth
above
and as further described in the Agreement. The Trustee will distribute on the
25th day of each month, or, if such 25th day is not a Business Day, the
immediately following Business Day (each, a “Distribution Date”), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day
of
the calendar month preceding the month of such Distribution Date, an amount
equal to the product of the Fractional Undivided Interest evidenced by this
Certificate and the amount (of interest and principal, if any) required to
be
distributed to the Holders of Certificates of the same Class as this
Certificate. The Assumed Final Distribution Date is the Distribution Date in
the
month immediately following the month of the latest scheduled maturity date
of
any Mortgage Loan and is not likely to be the date on which the Current
Principal Amount of this Class of Certificates will be reduced to
zero.]
[Interest
on this Certificate will accrue from and including the 25th day of the calendar
month preceding the month in which a Distribution Date (as hereinafter defined)
occurs to and including the 24th day of the calendar month in which that
Distribution Date occurs on the [Current Principal][Notional] Amount hereof
at a
per annum rate equal to the Pass-Through Rate set forth above and as further
described in the Agreement. The Trustee will distribute on the 25th day of
each
month, or, if such 25th day is not a Business Day, the immediately following
Business Day (each, a “Distribution Date”), commencing on the First Distribution
Date specified above, to the Person in whose name this Certificate is registered
at the close of business on the Business Day immediately preceding such
Distribution Date, an amount equal to the product of the Fractional Undivided
Interest evidenced by this Certificate and the amount (of interest [and
principal], if any) required to be distributed to the Holders of Certificates
of
the same Class as this Certificate. The Assumed Final Distribution Date is
the
Distribution Date in the month immediately following the month of the latest
scheduled maturity date of any Mortgage Loan and is not likely to be the date
on
which the [Current Principal][Notional] Amount of this Class of Certificates
will be reduced to zero. [The Class A-[_] Certificates have no Current Principal
Amount.]]
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Trustee
in
writing as specified in the Agreement by wire transfer. Notwithstanding the
above, the final distribution on this Certificate will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the
Trustee for that purpose and designated in such notice. The Initial [Current
Principal][Notional] Amount of this Certificate is set forth above. [The Current
Principal Amount hereof will be reduced to the extent of distributions allocable
to principal hereon and any Realized Losses allocable hereto.]
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that 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 hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer and the Trustee and the rights of the Certificateholders under
the Agreement from time to time by the parties thereto with the consent of
the
Holders of Certificates, and with the consent of the Insurer with respect to
amendments related to the Mortgage Pass-Through Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the portion
of
the Trust Fund related to such Certificates (or in certain cases, Holders of
Certificates of affected Classes evidencing such percentage of the Fractional
Undivided Interests thereof). Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders
of
this Certificate and of any Certificate issued upon the transfer hereof or
in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Fractional Undivided Interest will be issued
to
the designated transferee.
The
Certificates are issuable only as registered Certificates without coupons in
the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Fractional Undivided Interest, as requested by the Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to
the
termination of the Agreement) shall terminate upon the earlier of (i) the later
of the (A) final payment or other liquidation (or Advance with respect thereto)
of the last Mortgage Loan remaining in the Trust Fund and (B) disposition of
all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and the remittance of all funds due under the Agreement, or (ii)
the optional repurchase by the party named in the Agreement of all the Mortgage
Loans and other assets of the Trust Fund in accordance with the terms of the
Agreement. Such optional repurchase may be made only on or after the
Distribution Date on which the aggregate unpaid principal balance of the
Mortgage Loans is less than the percentage of the aggregate Outstanding
Principal Balance specified in the Agreement of the Mortgage Loans at the
Cut-off Date. The exercise of such right will effect the early retirement of
the
Certificates. In no event, however, will the Trust Fund created by the Agreement
continue beyond the earlier of (i) the “latest possible maturity date” specified
in Section 5.01(d) of the Agreement or (ii) the expiration of 21 years after
the
death of certain persons identified in the Agreement.
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
March 30, 2007
U.S.
BANK NATIONAL ASSOCIATION,
Not
in its individual capacity but solely as Trustee
|
|
By:
|
|
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class A-[_] Certificates referred to in the within-mentioned
Agreement.
U.S.
BANK NATIONAL ASSOCIATION,
Authorized
signatory of U.S. Bank National Association, not in its individual
capacity but solely as Trustee
|
|
By:
|
|
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Fractional Undivided Interest evidenced
by the within Mortgage Pass-Through Certificate and hereby authorizes the
transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
Dated:
|
|
Signature
by or on behalf of assignor
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds
|
||||||||
to
|
,
|
|||||||
for
the account of
|
,
|
|||||||
account
number___________, or, if mailed by check, to
|
,
|
|||||||
Applicable
statements should be mailed to
|
,
|
|||||||
.
|
||||||||
This
information is provided by
|
,
|
|||||||
the
assignee named above, or
|
,
|
|||||||
as
its agent.
|
EXHIBIT
A-2
FORM
OF CLASS B-[_] CERTIFICATE
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES,
[AND
THE CLASS B-[_] CERTIFICATES], AS DESCRIBED IN THE AGREEMENT (AS DEFINED
BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986 (THE “CODE”).
THE
CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL
PAYMENTS HEREON AND ANY REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY, FOLLOWING
THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF
THIS
CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY
INQUIRY
OF THE TRUSTEE NAMED HEREIN.
[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED WILL BE REGISTERED IN THE NAME OF
CEDE
& CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT WILL BE MADE TO CEDE & CO. ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]
[For
the Class B-1, Class B-2 and Class B-3 Certificates] [EACH BENEFICIAL OWNER
OF
THIS CERTIFICATE OR ANY INTEREST HEREIN SHALL BE DEEMED TO HAVE REPRESENTED,
BY
VIRTUE OF ITS ACQUISITION OR HOLDING OF THIS CERTIFICATE OR INTEREST HEREIN,
THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (“PLAN”), OR INVESTING WITH ASSETS OF
A PLAN OR (II) IT HAS ACQUIRED AND IS HOLDING SUCH CERTIFICATE IN RELIANCE
ON
PROHIBITED TRANSACTION EXEMPTION 90-30, AS AMENDED FROM TIME TO TIME
(“EXEMPTION”), AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE
AVAILABILITY OF THE EXEMPTION, INCLUDING THAT THE CERTIFICATE MUST BE RATED,
AT
THE TIME OF PURCHASE, NOT LOWER THAN “BBB-“ (OR ITS EQUIVALENT) BY STANDARD
& POOR’S, FITCH, INC., DOMINION BOND RATING SERVICE, INC., DOMINION BOND
RATING SERVICE LIMITED OR XXXXX’X INVESTORS SERVICE, INC., AND THE CERTIFICATE
IS SO RATED OR (III) (1) IT IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS
USED TO ACQUIRE OR HOLD THE CERTIFICATE OR INTEREST HEREIN IS AN “INSURANCE
COMPANY GENERAL ACCOUNT”, AS SUCH TERM IS DEFINED IN PROHIBITED TRANSACTION
CLASS EXEMPTION (“PTCE”) 95-60, AND (3) THE CONDITIONS IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED.]
[THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY
BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE
WITH
THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
144A
UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
(A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF
A
QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES
ACT (IF
AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
D
UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN
SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT,
SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE
FORM
PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER
EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER
IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN
EACH
CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES
AND
ANY OTHER APPLICABLE JURISDICTION.]
[For
the Class B-4, Class B-5 and Class B-6 Certificates] [THIS CERTIFICATE MAY
NOT
BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT
PLAN
OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE TRANSFEREE CERTIFIES
OR
REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE AND THE
SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL
NOT
RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL
OR
CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO,
PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, XXXX 00-00, XXXX 00-0,
XXXX 95-60 OR PTCE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL
OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER OR THE TRUSTEE,
WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE
OR A
GLOBAL CERTIFICATE OR UNLESS THE OPINION SPECIFIED IN SECTION 5.07 OF THE
AGREEMENT IS PROVIDED.]
Certificate
No.1
|
Variable
Pass-Through Rate
|
Class
B-[_]
Subordinate
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date: Xxxxx 0,
0000
|
Xxxxxxxxx
Initial Current Principal Amount of this Subordinate Certificate
as of the
Cut-off Date: $[_________]
|
First
Distribution Date:
April
25, 2007
|
Initial
Current Principal Amount of this Subordinate Certificate as of
the Cut-off
Date: $[_________]
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[____________]
|
Assumed
Final Distribution Date:
[____________]
|
|
MORTGAGE
PASS-THROUGH CERTIFICATE
SERIES
2007-1
evidencing
a fractional undivided interest in the distributions allocable to the Class
B-[_] Certificates with respect to a portion of a Trust Fund consisting
primarily of a pool of fixed rate mortgage loans secured by first liens on
one-to-four family residential properties sold by STRUCTURED ASSET MORTGAGE
INVESTMENTS II INC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Structured Asset Mortgage Investments
II Inc., the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by
Structured Asset Mortgage Investments II Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of Structured
Asset
Mortgage Investments II Inc., the Master Servicer or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This
certifies that [_______] is the registered owner of the Fractional Undivided
Interest evidenced hereby in the beneficial ownership interest of Certificates
of the same Class as this Certificate in a portion of a trust (the “Trust Fund”)
primarily consisting of fixed rate mortgage loans secured by first liens
on one-
to four- family residential properties (collectively, the “Mortgage Loans”) sold
by Structured Asset Mortgage Investments II Inc. (“XXXX XX”). The Mortgage Loans
were sold by EMC Mortgage Corporation (“EMC”) to XXXX XX. EMC will act as master
servicer of the Mortgage Loans (the “Master Servicer”, which term includes any
successors thereto under the Agreement referred to below). The Trust Fund
was
created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the “Agreement”), among EMC as seller (the “Seller”) and
master servicer, XXXX XX, as depositor (the “Depositor”) and U.S. Bank National
Association as trustee (the “Trustee”), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in
the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder
of
this Certificate by virtue of its acceptance hereof assents and by which
such
Holder is bound.
Interest
on this Certificate will accrue during the month prior to the month in which
a
Distribution Date (as hereinafter defined) occurs on the Current Principal
Amount hereof at a per annum rate equal to the Pass-Through Rate set forth
above
and as further described in the Agreement. The Trustee will distribute on
the
25th day of each month, or, if such 25th day is not a Business Day, the
immediately following Business Day (each, a “Distribution Date”), commencing on
the First Distribution Date specified above, to the Person in whose name
this
Certificate is registered at the close of business on the last Business Day
of
the calendar month preceding the month of such Distribution Date, an amount
equal to the product of the Fractional Undivided Interest evidenced by this
Certificate and the amount (of interest and principal, if any) required to
be
distributed to the Holders of Certificates of the same Class as this
Certificate. The Assumed Final Distribution Date is the Distribution Date
in the
month immediately following the month of the latest scheduled maturity date
of
any Mortgage Loan and is not likely to be the date on which the Current
Principal Amount of this Class of Certificates will be reduced to
zero.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Trustee
in
writing as specified in the Agreement by wire transfer. Notwithstanding the
above, the final distribution on this Certificate will be made after due
notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the
Trustee for that purpose and designated in such notice. The Initial Current
Principal Amount of this Certificate is set forth above. The Current Principal
Amount hereof will be reduced to the extent of distributions allocable to
principal hereon and any Realized Losses allocable hereto.
[No
transfer of this Class B-[_] Certificate will be made unless such transfer
is
(i) exempt from the registration requirements of the Securities act of 1933,
as
amended, and any applicable state securities laws or is made in accordance
with
said Act and laws and (ii) made in accordance with Section 5.02 of the
Agreement. In the event that such transfer is to be made the Trustee shall
register such transfer if, (i) made to a transferee who has provided the
Trustee
with evidence as to its QIB status; or (ii) (A) the transferor has advised
the
Trustee in writing that the Certificate is being transferred to an Institutional
Accredited Investor and (B) prior to such transfer the transferee furnishes
to
the Trustee an Investment Letter; provided that if based upon an Opinion
of
Counsel to the effect that (A) and (B) above are met sufficient to confirm
that
such transfer is being made pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and other
applicable laws.]
[For
the
Class B-1, Class B-2 and Class B-3 Certificates] [Each beneficial owner of
this
Certificate or any interest herein shall be deemed to have represented, by
virtue of its acquisition or holding of this certificate or interest herein,
that either (i) it is not an employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended or section 4975 of the
Internal Revenue Code of 1986, as amended (“Plan”), or investing with assets of
a Plan or (ii) it has acquired and is holding such certificate in reliance
on
Prohibited Transaction Exemption 90-30, as amended from time to time
(“Exemption”), and that it understands that there are certain conditions to the
availability of the Exemption, including that the certificate must be rated,
at
the time of purchase, not lower than “BBB-“ (or its equivalent) by Standard
& Poor’s, Fitch, Inc., Dominion Bond Rating Service, Inc., Dominion Bond
Rating Service Limited or Xxxxx’x Investors Service, Inc., and the certificate
is so rated or (iii) (1) it is an insurance company, (2) the source of funds
used to acquire or hold the certificate or interest therein is an “insurance
company general account”, as such term is defined in Prohibited Transaction
Class Exemption (“PTCE”) 95-60, and (3) the conditions in Sections I and III of
PTCE 95-60 have been satisfied.]
[For
the
Class B-4, Class B-5 and Class B-6 Certificates] [This Certificate may not
be
acquired directly or indirectly by, or on behalf of, an employee benefit
plan or
other retirement arrangement which is subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended, or Section 4975 of the
Internal Revenue Code of 1986, as amended, unless the transferee certifies
or
represents that the proposed transfer and holding of a Certificate and the
servicing, management and operation of the trust and its assets: (i) will
not
result in any prohibited transaction which is not covered under an individual
or
class prohibited transaction exemption, including, but not limited to,
Prohibited Transaction Class Exemption (“PTCE”) 84-14, XXXX 00-00, XXXX 00-0,
XXXX 95-60 or PTCE 96-23 and (ii) will not give rise to any additional
obligations on the part of the Depositor, the Master Servicer or the Trustee,
which will be deemed represented by an owner of a Book-Entry Certificate
or a
Global Certificate or unless the opinion specified in section 5.07 of the
Agreement is provided.]
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that 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 hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer and the Trustee and the rights of the Certificateholders
under
the Agreement from time to time by the parties thereto with the consent of
the
Holders of Certificates, and with the consent of the Insurer with respect
to
amendments related to the Mortgage Pass-Through Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the portion
of
the Trust Fund related to such Certificates (or in certain cases, Holders
of
Certificates of affected Classes evidencing such percentage of the Fractional
Undivided Interests thereof). Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders
of
this Certificate and of any Certificate issued upon the transfer hereof or
in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Fractional Undivided Interest will be issued
to
the designated transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Fractional Undivided Interest, as requested by the
Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them
may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer,
the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of the (A) final payment or other liquidation (or Advance with respect thereto)
of the last Mortgage Loan remaining in the Trust Fund and (B) disposition
of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and the remittance of all funds due under the Agreement, or
(ii)
the optional repurchase by the party named in the Agreement of all the Mortgage
Loans and other assets of the Trust Fund in accordance with the terms of
the
Agreement. Such optional repurchase may be made only on or after the
Distribution Date on which the aggregate unpaid principal balance of the
Mortgage Loans is less than the percentage of the aggregate Outstanding
Principal Balance specified in the Agreement of the Mortgage Loans at the
Cut-off Date. The exercise of such right will effect the early retirement
of the
Certificates. In no event, however, will the Trust Fund created by the Agreement
continue beyond the earlier of (i) the “latest possible maturity date” specified
in Section 5.01(d) of the Agreement or (ii) the expiration of 21 years after
the
death of certain persons identified in the Agreement.
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
March 30, 2007
U.S.
BANK NATIONAL ASSOCIATION,
Not
in its individual capacity but solely as Trustee
|
|
By:
|
|
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class B-[_] Certificates referred to in the within-mentioned
Agreement.
U.S.
BANK NATIONAL ASSOCIATION,
Authorized
signatory of U.S. Bank National Association, not in its individual
capacity but solely as Trustee
|
|
By:
|
|
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Fractional Undivided Interest evidenced
by the within Mortgage Pass-Through Certificate and hereby authorizes the
transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
Dated:
|
|
Signature
by or on behalf of assignor
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds
|
||||||||
to
|
,
|
|||||||
for
the account of
|
,
|
|||||||
account
number___________, or, if mailed by check, to
|
,
|
|||||||
Applicable
statements should be mailed to
|
,
|
|||||||
.
|
||||||||
This
information is provided by
|
,
|
|||||||
the
assignee named above, or
|
,
|
|||||||
as
its agent.
|
EXHIBIT
A-3
FORM
OF CLASS PO CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986 (THE “CODE”).
THE
CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL
PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY, FOLLOWING
THE
INITIAL ISSUANCE OF THE CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS
CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY
INQUIRY
OF THE TRUSTEE NAMED HEREIN.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED WILL BE REGISTERED IN THE NAME OF
CEDE
& CO. OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT WILL BE MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
Certificate
No.1
|
Pass-Through
Rate: 0.000%
|
Class
PO Senior
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date:
Xxxxx
0, 0000
|
Xxxxxxxxx
Initial Current Principal Amount of this Senior Certificate as
of the
Cut-off Date:
$[_____________]
|
First
Distribution Date:
April
25, 2007
|
Initial
Current Principal Amount of this Senior Certificate as of the Cut-off
Date: $[_____________]
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[____________]
|
Assumed
Final Distribution Date:
[____________]
|
|
MORTGAGE
PASS-THROUGH CERTIFICATE
SERIES
2007-1
evidencing
a fractional undivided interest in the distributions allocable to the Class
PO
Certificates with respect to a portion of a Trust Fund consisting primarily
of a
pool of fixed rate mortgage loans secured by first liens on one-to-four family
residential properties sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II
INC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Structured Asset Mortgage Investments
II Inc., the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by
Structured Asset Mortgage Investments II Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of Structured
Asset
Mortgage Investments II Inc., the Master Servicer or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This
certifies that Cede & Co. is the registered owner of the Fractional
Undivided Interest evidenced hereby in the beneficial ownership interest
of
Certificates of the same Class as this Certificate in a portion of a trust
(the
“Trust Fund”) primarily consisting of fixed rate mortgage loans secured by first
liens on one- to four- family residential properties (collectively, the
“Mortgage Loans”) sold by Structured Asset Mortgage Investments II Inc. (“XXXX
XX”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) to XXXX
XX. EMC will act as master servicer of the Mortgage Loans (the “Master
Servicer”, which term includes any successors thereto under the Agreement
referred to below). The Trust Fund was created pursuant to the Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among EMC Mortgage Corporation, as seller (the “Seller”) and
master servicer, XXXX XX, as depositor (the “Depositor”) and U.S. Bank National
Association as trustee (the “Trustee”), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in
the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder
of
this Certificate by virtue of its acceptance hereof assents and by which
such
Holder is bound.
The
Trustee will distribute on the 25th day of each month, or, if such 25th day
is
not a Business Day, the immediately following Business Day (each, a
“Distribution Date”), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the calendar month preceding the month
of
such Distribution Date, an amount equal to the product of the Fractional
Undivided Interest evidenced by this Certificate and the amount of principal
required to be distributed to the Holders of Certificates of the same Class
as
this Certificate. The Assumed Final Distribution Date is the Distribution
Date
in the month immediately following the month of the latest scheduled maturity
date of any Mortgage Loan and is not likely to be the date on which the Current
Principal Amount of this Class of Certificates will be reduced to
zero.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Trustee
in
writing as specified in the Agreement by wire transfer. Notwithstanding the
above, the final distribution on this Certificate will be made after due
notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the
Trustee for that purpose and designated in such notice. The Initial Current
Principal Amount of this Certificate is set forth above. The Current Principal
Amount hereof will be reduced to the extent of distributions allocable to
principal hereon and any Realized Losses allocable hereto.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that 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 hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer and the Trustee and the rights of the Certificateholders
under
the Agreement from time to time by the parties thereto with the consent of
the
Holders of Certificates, and with the consent of the Insurer with respect
to
amendments related to the Mortgage Pass-Through Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the portion
of
the Trust Fund related to such Certificates (or in certain cases, Holders
of
Certificates of affected Classes evidencing such percentage of the Fractional
Undivided Interests thereof). Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders
of
this Certificate and of any Certificate issued upon the transfer hereof or
in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Fractional Undivided Interest will be issued
to
the designated transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Fractional Undivided Interest, as requested by the
Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them
may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer,
the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of the (A) final payment or other liquidation (or Advance with respect thereto)
of the last Mortgage Loan remaining in the Trust Fund and (B) disposition
of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and the remittance of all funds due under the Agreement, or
(ii)
the optional repurchase by the party named in the Agreement of all the Mortgage
Loans and other assets of the Trust Fund in accordance with the terms of
the
Agreement. Such optional repurchase may be made only on or after the
Distribution Date on which the aggregate unpaid principal balance of the
Mortgage Loans is less than the percentage of the aggregate Outstanding
Principal Balance specified in the Agreement of the Mortgage Loans at the
Cut-off Date. The exercise of such right will effect the early retirement
of the
Certificates. In no event, however, will the Trust Fund created by the Agreement
continue beyond the earlier of (i) the “latest possible maturity date” specified
in Section 5.01(d) of the Agreement or (ii) the expiration of 21 years after
the
death of certain persons identified in the Agreement.
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
March 30, 2007
U.S.
BANK NATIONAL ASSOCIATION,
Not
in its individual capacity but solely as Trustee
|
|
By:
|
|
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class PO Certificates referred to in the within-mentioned
Agreement.
U.S.
BANK NATIONAL ASSOCIATION,
Authorized
signatory of U.S. Bank National Association, not in its individual
capacity but solely as Trustee
|
|
By:
|
|
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Fractional Undivided Interest evidenced
by the within Mortgage Pass-Through Certificate and hereby authorizes the
transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
Dated:
|
|
Signature
by or on behalf of assignor
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately
available
funds
|
||||||||
to
|
,
|
|||||||
for
the account of
|
,
|
|||||||
account
number___________, or, if mailed by check, to
|
,
|
|||||||
Applicable
statements should be mailed to
|
,
|
|||||||
.
|
||||||||
This
information is provided by
|
,
|
|||||||
the
assignee named above, or
|
,
|
|||||||
as
its agent.
|
EXHIBIT
A-4
FORM
OF CLASS R-[__] CERTIFICATE
THIS
CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON,
A
PUBLICLY TRADED PARTNERSHIP OR A DISQUALIFIED ORGANIZATION (AS DEFINED
BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS 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 (THE “CODE”).
THIS
CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF,
AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO
TITLE
I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE
PROPOSED TRANSFEREE PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL ADDRESSED
TO
THE TRUSTEE, DEPOSITOR AND MASTER SERVICER AND ON WHICH THEY MAY RELY THAT
IS
SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OF CERTIFICATES ON BEHALF OF
SUCH
PERSON WILL NOT RESULT IN OR CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION,
IS
PERMISSIBLE UNDER APPLICABLE LAW AND WILL NOT GIVE RISE TO ANY ADDITIONAL
OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER OR THE
TRUSTEE.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF
THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE TRUSTEE THAT
(1)
SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION
THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY
OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION
IF
ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR THE XXXXXXX MAC,
A
MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT),
(B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN
CERTAIN FARMERS’ COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS
EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION
IS
SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX
IMPOSED
BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL
ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION 1381(a)(2)(C) OF
THE
CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE
(ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E)
BEING
HEREIN REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR (F) AN AGENT OF A
DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX, (3) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE AND (4) SUCH TRANSFEREE IS A UNITED STATES PERSON. NOTWITHSTANDING
THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT
OF A
DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON, SUCH REGISTRATION
SHALL
BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL
NOT
BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING,
BUT
NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER
OF
THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
Certificate
No.1
|
Pass-Through
Rate: _____%
|
Class
R-[__]
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date: Xxxxx 0,
0000
|
Xxxxxxxxx
Initial Current Principal Amount of this Certificate as of the
Cut-off
Date:
$___________
|
First
Distribution Date:
April
25, 2007
|
Initial
Current Principal Amount of this Certificate as of the Cut-off
Date:
$_________
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[_____________]
|
Assumed
Final Distribution Date:
[____________]
|
|
MORTGAGE
PASS-THROUGH CERTIFICATE
SERIES
2007-1
evidencing
a fractional undivided interest in the distributions allocable to the Class
R-[__] Certificates with respect to a portion of a Trust Fund (as defined
below)
consisting primarily of a pool of fixed rate mortgage loans secured by first
liens on one-to-four family residential properties sold by STRUCTURED ASSET
MORTGAGE INVESTMENTS II INC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Structured Asset Mortgage Investments
II Inc., the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by
Structured Asset Mortgage Investments II Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of Structured
Asset
Mortgage Investments II Inc., the Master Servicer or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This
certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of
the
Fractional Undivided Interest evidenced hereby in the beneficial ownership
interest of Certificates of the same Class as this Certificate in a portion
of a
trust (the “Trust Fund”) primarily consisting of fixed rate mortgage loans
secured by first liens on one- to four- family residential properties
(collectively, the “Mortgage Loans”) sold by Structured Asset Mortgage
Investments II Inc. (“XXXX XX”). The Mortgage Loans were sold by EMC Mortgage
Corporation (“EMC”) to XXXX XX. EMC will act as master servicer of the Mortgage
Loans (the “Master Servicer”, which term includes any successors thereto under
the Agreement referred to below). The Trust Fund was created pursuant to
the
Pooling and Servicing Agreement dated as of the Cut-off Date specified above
(the “Agreement’), among XXXX XX, as depositor (the “Depositor”), EMC, as seller
and master servicer and U.S. Bank National Association, as trustee (the
“Trustee”), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used
herein
shall have the meaning ascribed to them in the Agreement. This Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of
its
acceptance hereof assents and by which such Holder is bound.
Interest
on this Certificate will accrue during the month prior to the month in which
a
Distribution Date (as hereinafter defined) occurs on the Current Principal
Amount hereof at a per annum rate equal to the Pass-Through Rate set forth
above
and as further described in the Agreement. The Trustee will distribute on
the
25th day of each month, or, if such 25th day is not a Business Day, the
immediately following Business Day (each, a “Distribution Date”), commencing on
the First Distribution Date specified above, to the Person in whose name
this
Certificate is registered at the close of business on the last Business Day
of
the calendar month preceding the month of such Distribution Date, an amount
equal to the product of the Fractional Undivided Interest evidenced by this
Certificate and the amount (of interest and principal, if any) required to
be
distributed to the Holders of Certificates of the same Class as this
Certificate. The Assumed Final Distribution Date is the Distribution Date
in the
month immediately following the month of the latest scheduled maturity date
of
any Mortgage Loan and is not likely to be the date on which the Current
Principal Amount of this Class of Certificates will be reduced to
zero.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Trustee
in
writing as specified in the Agreement by wire transfer. Notwithstanding the
above, the final distribution on this Certificate will be made after due
notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the
Trustee for that purpose and designated in such notice. The Initial Current
Principal Amount of this Certificate is set forth above. The Current Principal
Amount hereof will be reduced to the extent of distributions allocable to
principal hereon and any Realized Losses allocable hereto.
Each
Holder of this Certificate will be deemed to have agreed to be bound by the
restrictions set forth in the Agreement to the effect that (i) each person
holding or acquiring any Ownership Interest in this Certificate must be a
United
States Person and a Permitted Transferee, (ii) the transfer of any Ownership
Interest in this Certificate will be conditioned upon the delivery to XXXX
XX
and the Trustee of, among other things, an affidavit to the effect that it
is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in
the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Depositor will have the right,
in
its sole discretion and without notice to the Holder of this Certificate,
to
sell this Certificate to a purchaser selected by the Depositor, which purchaser
may be the Depositor, or any affiliate of the Depositor, on such terms and
conditions as the Depositor may choose.
This
certificate may not be acquired directly or indirectly by, or on behalf of,
an
employee benefit plan or other retirement arrangement which is subject to
title
I of the Employee Retirement Income Security Act of 1974, as amended, and/or
section 4975 of the Internal Revenue Code of 1986, as amended, unless the
proposed transferee provides the Trustee with an opinion of counsel addressed
to
the Trustee and Master Servicer and on which they may rely (which shall not
be
at the expense of the Trustee or Master Servicer) which is acceptable to
the
Trustee, that the purchase of this Certificate will not result in or constitute
a nonexempt prohibited transaction, is permissible under applicable law and
will
not give rise to any additional fiduciary obligations on the part of the
Depositor, the Master Servicer or the Trustee.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that 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 hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer and the Trustee and the rights of the Certificateholders
under
the Agreement from time to time by the parties thereto with the consent of
the
Holders of Certificates, and with the consent of the Insurer with respect
to
amendments related to the Mortgage Pass-Through Certificates, evidencing
Fractional Undivided Interests aggregating not less than 51% of the portion
of
the Trust Fund related to such Certificates (or in certain cases, Holders
of
Certificates of affected Classes evidencing such percentage of the Fractional
Undivided Interests thereof). Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders
of
this Certificate and of any Certificate issued upon the transfer hereof or
in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Fractional Undivided Interest will be issued
to
the designated transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Fractional Undivided Interest, as requested by the
Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them
may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer,
the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of the (A) final payment or other liquidation (or Advance with respect thereto)
of the last Mortgage Loan remaining in the Trust Fund and (B) disposition
of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and the remittance of all funds due under the Agreement, or
(ii)
the optional repurchase by the party named in the Agreement of all the Mortgage
Loans and other assets of the Trust Fund in accordance with the terms of
the
Agreement. Such optional repurchase may be made only on or after the
Distribution Date on which the aggregate unpaid principal balance of the
Mortgage Loans is less than the percentage of the aggregate Outstanding
Principal Balance specified in the Agreement of the Mortgage Loans at the
Cut-off Date. The exercise of such right will effect the early retirement
of the
Certificates. In no event, however, will the Trust Fund created by the Agreement
continue beyond the earlier of (i) the “latest possible maturity date” specified
in Section 5.01(d) of the Agreement or (ii) the expiration of 21 years after
the
death of certain persons identified in the Agreement.
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
March 30, 2007
U.S.
BANK NATIONAL ASSOCIATION,
Not
in its individual capacity but solely as Trustee
|
|
By:
|
|
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class R-[_] Certificates referred to in the within-mentioned
Agreement.
U.S.
BANK NATIONAL ASSOCIATION,
Authorized
signatory of U.S. Bank National Association, not in its individual
capacity but solely as Trustee
|
|
By:
|
|
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Fractional Undivided Interest evidenced
by the within Mortgage Pass-Through Certificate and hereby authorizes the
transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
Dated:
|
|
Signature
by or on behalf of assignor
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
Assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds
|
||||||||
to
|
,
|
|||||||
for
the account of
|
,
|
|||||||
account
number___________, or, if mailed by check, to
|
,
|
|||||||
Applicable
statements should be mailed to
|
,
|
|||||||
.
|
||||||||
This
information is provided by
|
,
|
|||||||
the
assignee named above, or
|
,
|
|||||||
as
its agent. The Assignee’s taxpayer identification number
is
|
EXHIBIT
A-5
FORM
OF CLASS
X CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986 (THE “CODE”).
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED WILL BE REGISTERED IN THE NAME OF
CEDE
& CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT WILL BE MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
Certificate
No.1
|
Variable
Pass-Through Rate
|
Class
X Senior
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date:
Xxxxx
00, 0000
|
Xxxxxxxxx
Initial Notional Amount of this Senior Certificate as of the Cut-off
Date:
$[________]
|
First
Distribution Date:
April
25, 2007
|
Initial
Notional Amount of this Senior Certificate as of the Cut-off
Date:
$[________]
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[________]
|
Assumed
Final Distribution Date:
[________]
|
|
MORTGAGE
PASS-THROUGH CERTIFICATE
SERIES
2007-1
evidencing
a fractional undivided interest in the distributions allocable to the Class
X
Certificates with respect to a portion of a Trust Fund consisting primarily
of a
pool of fixed rate mortgage loans secured by first liens on one-to-four family
residential properties sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II
INC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Structured Asset Mortgage Investments
II Inc., the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by
Structured Asset Mortgage Investments II Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of the Structured
Asset Mortgage Investments II Inc., the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This
certifies that Cede & Co. is the registered owner of the Fractional
Undivided Interest evidenced hereby in the beneficial ownership interest
of
Certificates of the same Class as this Certificate in a portion of a trust
(the
“Trust Fund”) primarily consisting of fixed rate mortgage loans secured by first
liens on one- to four- family residential properties (collectively, the
“Mortgage Loans”) sold by Structured Asset Mortgage Investments II Inc. (“XXXX
XX”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) to XXXX
XX. EMC will act as master servicer of the Mortgage Loans (the “Master
Servicer”, which term includes any successors thereto under the Agreement
referred to below). The Trust Fund was created pursuant to the Pooling and
Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”), among XXXX XX, as depositor (the “Depositor”), EMC Mortgage
Corporation, as seller and master servicer, and U.S. Bank National Association,
as trustee (the “Trustee”), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, capitalized
terms used herein shall have the meaning ascribed to them in the Agreement.
This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of its acceptance hereof assents and by which such Holder is
bound.
Interest
on this Certificate will accrue during the month prior to the month in which
a
Distribution Date (as hereinafter defined) occurs on the Notional Amount
hereof
at a per annum rate equal to the Pass-Through Rate set forth above and as
further described in the Agreement. The Trustee will distribute on the 25th
day
of each month, or, if such 25th day is not a Business Day, the immediately
following Business Day (each, a “Distribution Date”), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the calendar
month preceding the month of such Distribution Date, an amount equal to the
product of the Fractional Undivided Interest evidenced by this Certificate
and
the amount (of interest and principal, if any) required to be distributed
to the
Holders of Certificates of the same Class as this Certificate. The Assumed
Final
Distribution Date is the Distribution Date in the month immediately following
the month of the latest scheduled maturity date of any Mortgage Loan and
is not
likely to be the date on which the Notional Amount of this Class of Certificates
will be reduced to zero.
Distributions
on this Certificate will be made by the Paying Agent by check mailed to the
address of the Person entitled thereto as such name and address shall appear
on
the Certificate Register or, if such Person so requests by notifying the
Trustee
in writing as specified in the Agreement by wire transfer. Notwithstanding
the
above, the final distribution on this Certificate will be made after due
notice
by the Paying Agent of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose and designated in such notice. The Initial
Notional Amount of this Certificate is set forth above. The Notional Amount
hereof will be reduced to the extent of distributions allocable to principal
hereon and any Realized Losses allocable hereto.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that 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 hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer and the Trustee and the rights of the Certificateholders
under
the Agreement from time to time by the parties thereto with the consent of
the
Holders of Certificates, evidencing Fractional Undivided Interests aggregating
not less than 51% of the portion of the Trust Fund related to such Certificates
(or in certain cases, Holders of Certificates of affected Classes evidencing
such percentage of the Fractional Undivided Interests thereof). Any such
consent
by the Holder of this Certificate shall be conclusive and binding on such
Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable with the certificate registrar
upon surrender of this Certificate for registration of transfer at the offices
or agencies maintained by the Trustee for such purposes, duly endorsed by,
or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by the Holder hereof or such Holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates in authorized
denominations representing a like aggregate Fractional Undivided Interest
will
be issued to the designated transferee.
The
Certificates are issuable only as registered Certificates without coupons
in the
Classes and denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, this Certificate
is exchangeable for one or more new Certificates evidencing the same Class
and
in the same aggregate Fractional Undivided Interest, as requested by the
Holder
surrendering the same.
No
service charge will be made to the Certificateholders for any such registration
of transfer, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them
may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer,
the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect
to the
termination of the Agreement) shall terminate upon the earlier of (i) the
later
of the (A) final payment or other liquidation (or Advance with respect thereto)
of the last Mortgage Loan remaining in the Trust Fund and (B) disposition
of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and the remittance of all funds due under the Agreement, or
(ii)
the optional repurchase by the party named in the Agreement of all the Mortgage
Loans and other assets of the Trust Fund in accordance with the terms of
the
Agreement. Such optional repurchase may be made only on or after the
Distribution Date on which the aggregate unpaid principal balance of the
Mortgage Loans is less than the percentage of the aggregate Outstanding
Principal Balance specified in the Agreement of the Mortgage Loans at the
Cut-off Date. The exercise of such right will effect the early retirement
of the
Certificates. In no event, however, will the Trust Fund created by the Agreement
continue beyond the earlier of (i) the “latest possible maturity date” specified
in Section 5.01(d) of the Agreement or (ii) the expiration of 21 years after
the
death of certain persons identified in the Agreement.
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
March 30, 2007
U.S.
BANK NATIONAL ASSOCIATION,
Not
in its individual capacity but solely as Trustee
|
|
By:
|
|
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class X Certificates referred to in the within-mentioned
Agreement.
U.S.
BANK NATIONAL ASSOCIATION,
Authorized
signatory of U.S. Bank National Association, not in its individual
capacity but solely as Trustee
|
|
By:
|
|
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a Fractional Undivided Interest evidenced
by the within Mortgage Pass-Through Certificate and hereby authorizes the
transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
Dated:
|
|
Signature
by or on behalf of assignor
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds
|
||||||||
to
|
,
|
|||||||
for
the account of
|
,
|
|||||||
account
number___________, or, if mailed by check, to
|
,
|
|||||||
Applicable
statements should be mailed to
|
,
|
|||||||
.
|
||||||||
This
information is provided by
|
,
|
|||||||
the
assignee named above, or
|
,
|
|||||||
as
its agent.
|
EXHIBIT
B
MORTGAGE
LOAN SCHEDULE
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California 357 20361101 California 356 20361201 Washington 357 20361101 California 356 20361101 Virginia 356 20370201 California 359 20370201 South Carolina 359 20370201 Colorado 359 20370101 North Carolina 358 20370101 North Carolina 358 20370101 Texas 358 20370201 Michigan 359 20370201 Indiana 359 20370201 Kentucky 359 20370201 California 359 20370201 Virginia 359 20370201 Virginia 359 20370201 Illinois 359 20370201 Maryland 359 20370201 Hawaii 359 20370201 Illinois 359 20370201 Virginia 359 20370201 California 359 20370201 Maryland 359 20370201 New Jersey 359 20370201 Missouri 359 20370201 Michigan 359 20370201 Illinois 359 20370201 Florida 359 20370201 Virginia 359 20370201 Maryland 359 20370201 Illinois 359 20370201 Vermont 359 20370201 Maine 359 20370201 Georgia 359 20370201 Maryland 359 20370201 Illinois 359 20370201 Utah 359 20370201 Virginia 359 20370101 Florida 358 20370201 Florida 359 20370201 North Carolina 359 20270201 New York 239 20370201 California 359 20370201 Virginia 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Family 20370201 360 Single Family 20370201 360 Single Family 20370101 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370101 360 PUD 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20270201 240 Single Family 20370101 360 Single Family 20370101 360 PUD 20370201 360 PUD 20370201 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 2-4 Family 20370201 360 PUD 20370201 360 PUD 20370201 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20470201 360 Single Family 20370201 360 Single Family 20370201 360 PUD 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370101 360 Single Family 20370201 360 2-4 Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 2-4 Family 20370201 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Condominium 20370101 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370101 360 PUD 20370201 360 PUD 20370301 360 Condominium 20370101 360 PUD 20370201 360 Single Family 20370201 360 Condominium 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 PUD 20370201 360 PUD 20370201 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 PUD 20370201 360 2-4 Family 20370201 360 2-4 Family 20370201 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 PUD 20370101 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 CO-OP 20370201 360 PUD 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 PUD 20370201 360 Condominium 20370201 360 PUD 20370101 360 Single Family 20370201 360 CO-OP 20370201 360 2-4 Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370101 360 Single Family 20361201 360 Single Family 20370201 360 Condominium 20370201 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370101 360 Condominium 20370201 360 PUD 20370201 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370101 360 Condominium 20370201 360 CO-OP 20370201 360 Single Family 20370201 360 PUD 20370101 360 Condominium 20370101 360 Single Family 20370101 360 PUD 20370201 360 Single Family 20370201 360 Condominium 20370201 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 PUD 20370101 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 PUD 20370101 360 PUD 20370201 360 Single Family 20370101 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370101 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 PUD 20370201 360 PUD 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20270201 240 PUD 20370201 360 Single Family 20370201 360 Condominium 20370201 360 Single Family 20370201 360 PUD 20370201 360 PUD 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 2-4 Family 20370201 360 PUD 20370201 360 PUD 20370101 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370101 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370101 360 PUD 20370101 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Condominium 20370201 360 Condominium 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370101 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 PUD 20370201 360 PUD 20370101 360 Single Family 20370201 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370101 360 Single Family 20370201 360 Single Family 20370101 360 PUD 20370201 360 Single Family 20370201 360 Condominium 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370101 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370101 360 Single Family 20370201 360 Single Family 20270201 240 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20470201 360 PUD 20370101 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20360701 353 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 PUD 20370201 360 Condominium 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370101 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Condominium 20370101 360 Single Family 20370101 360 PUD 20370201 360 PUD 20370201 360 Single Family 20370201 360 PUD 20370101 360 Single Family 20270201 240 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 PUD 20370101 360 Single Family 20370101 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370101 360 Single Family 20370201 360 PUD 20361201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 PUD 20370101 360 PUD 20370201 360 Single Family 20370201 360 PUD 20370201 360 Condominium 20370101 360 Single Family 20370201 360 Single Family 20370101 360 2-4 Family 20370101 360 PUD 20370201 360 PUD 20370201 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 PUD 20370201 360 Condominium 20370201 360 Single Family 20370201 360 Single Family 20370101 360 PUD 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370101 360 PUD 20370201 360 Condominium 20370201 360 PUD 20370201 360 Single Family 20470201 360 Single Family 20351101 360 Single Family 20460801 360 Condominium 20370201 360 PUD 20370101 360 Condominium 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20350201 336 Single Family 20370201 360 Single Family 20361101 360 PUD 20370201 360 Single Family 20370201 360 PUD 20370201 360 PUD 20370201 360 Single Family 20370101 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 PUD 20370101 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 PUD 20361201 360 PUD 20370101 360 PUD 20370101 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370101 360 PUD 20361101 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370101 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 PUD 20370201 360 PUD 20370101 360 Single Family 20361001 360 Single Family 20370201 360 Townhouse 20370101 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 PUD 20370201 360 Hi-Rise Condo 20370101 360 Single Family 20370201 360 PUD 20370201 360 Condominium 20370101 360 Single Family 20370201 360 PUD 20370101 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370101 360 Condominium 20370101 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20361001 360 Single Family 20360201 348 Single Family 20370201 360 Single Family 20370101 360 Single Family 20370201 360 PUD 20370101 360 2-4 Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 Condominium 20361101 360 Townhouse 20370101 360 PUD 20361001 360 Single Family 20370101 360 Single Family 20361001 360 Single Family 20370201 360 PUD 20370101 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370101 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 PUD 20370201 360 Condominium 20330201 312 Single Family 20370201 360 CO-OP 20370201 360 PUD 20370201 360 PUD 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370101 360 Condominium 20370101 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20370101 360 CO-OP 20370101 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370101 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Townhouse 20370201 360 Single Family 20370101 360 PUD 20370101 360 PUD 20470201 360 PUD 20370201 360 PUD 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 PUD 20370201 360 PUD 20370101 360 PUD 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Condominium 20370101 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370101 360 Single Family 20370101 360 2-4 Family 20370201 360 Single Family 20370201 360 PUD 20370201 360 PUD 20360901 355 Single Family 20370201 360 Single Family 20370201 360 PUD 20370201 360 PUD 20370101 360 PUD 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370101 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 2-4 Family 20370201 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20370101 360 PUD 20361201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370101 360 Single Family 20370201 360 Single Family 20470201 360 PUD 20370201 360 PUD 20370201 360 Single Family 20370201 360 PUD 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20370201 360 Single Family 20361201 360 Single Family 20370201 360 PUD 20370101 360 PUD 20370201 360 PUD 20370201 360 Townhouse 20370201 360 Single Family 20370101 360 PUD 20361201 360 PUD 20370201 360 PUD 20370101 360 PUD 20361201 360 Single Family 20361201 360 PUD 20361201 360 Single Family 20351101 360 PUD 20370101 360 Single Family 20370101 360 Single Family 20330101 352 Single Family 20341201 349 Single Family 20350701 351 Single Family 20360801 360 Single Family 20360801 360 Single Family 20360801 360 Single Family 20360701 360 Single Family 20360801 360 Single Family 20360801 360 Single Family 20360801 360 Single Family 20360801 360 Single Family 20360901 360 Single Family 20360801 360 Single Family 20360901 360 Single Family 20360901 360 Single Family 20360901 360 Single Family 20360901 360 Single Family 20360901 360 Townhouse 20360901 360 Single Family 20360901 360 Single Family 20360601 360 Single Family 20360801 360 Single Family 20360901 360 Single Family 20361201 360 PUD 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20361201 360 Single Family 20361101 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361201 360 PUD 20361201 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20360901 360 Single Family 20360901 360 Single Family 20360901 360 PUD 20360901 360 Condominium 20361001 360 Single Family 20361001 360 Single Family 20361001 360 Single Family 20361001 360 PUD 20361201 360 Single Family 20361001 360 Condominium 20361001 360 Single Family 20361101 360 PUD 20361101 360 Single Family 20361101 360 Single Family 20361101 360 PUD 20361201 360 Single Family 20361201 360 PUD 20361101 360 PUD 20361101 360 Single Family 20361101 360 PUD 20361201 360 Single Family 20361201 360 PUD 20361101 360 PUD 20361201 360 PUD 20361101 360 PUD 20361101 360 PUD 20361201 360 Single Family 20361201 360 PUD 20361101 360 PUD 20361201 360 Single Family 20361201 360 Single Family 20361101 360 PUD 20361101 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361101 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361201 360 PUD 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361201 360 PUD 20361201 360 Single Family 20361201 360 PUD 20361201 360 PUD 20361201 360 Single Family 20361201 360 Single Family 20361201 360 PUD 20361201 360 Single Family 20361201 360 Single Family 20370101 360 Single Family 20361201 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20361201 360 Single Family 20361201 360 PUD 20361201 360 Single Family 20370101 360 PUD 20370101 360 PUD 20370101 360 PUD 20370101 360 PUD 20370101 360 PUD 20361201 360 Single Family 20361001 360 PUD 20361101 360 PUD 20361101 360 PUD 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20370101 360 PUD 20370101 360 Single Family 20361101 360 Single Family 20361201 360 PUD 20361201 360 Condominium 20361201 360 PUD 20360901 360 Single Family 20361001 360 Condominium 20361201 360 Single Family 20370101 360 Single Family 20361201 360 Single Family 20370101 360 PUD 20360601 360 Condominium 20361001 360 Single Family 20361101 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361101 360 Single Family 20361201 360 Condominium 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20361201 360 PUD 20370101 360 Single Family 20370101 360 Single Family 20361201 360 Single Family 20360901 360 Condominium 20361001 360 Single Family 20361201 360 Single Family 20361201 360 PUD 20370101 360 Single Family 20370101 360 Single Family 20360901 360 PUD 20361201 360 Single Family 20361101 360 Single Family 20361101 360 PUD 20361101 360 PUD 20361101 360 Single Family 20361101 360 Single Family 20361201 360 PUD 20361201 360 PUD 20361201 360 PUD 20361201 360 Condominium 20361201 360 PUD 20361201 360 PUD 20361201 360 Single Family 20361201 360 Condominium 20370101 360 Single Family 20361201 360 Single Family 20370101 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20370101 360 PUD 20370101 360 Single Family 20361201 360 PUD 20361201 360 Single Family 20361201 360 PUD 20370101 360 PUD 20370101 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20361101 360 PUD 20361101 360 Single Family 20361101 360 Single Family 20361101 360 Single Family 20361201 360 Single Family 20361201 360 PUD 20361101 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361201 360 PUD 20361201 360 PUD 20361201 360 Single Family 20361201 360 PUD 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20370101 360 Single Family 20361001 360 Single Family 20361101 360 Single Family 20361101 360 Single Family 20361001 360 Single Family 20360901 360 PUD 20361001 360 Single Family 20361101 360 Single Family 20361101 360 Single Family 20361101 360 Single Family 20361101 360 Single Family 20361101 360 PUD 20361101 360 Single Family 20361101 360 PUD 20361201 360 PUD 20361201 360 PUD 20361201 360 PUD 20361201 360 PUD 20361201 360 Single Family 20360901 360 Single Family 20361001 360 Single Family 20361001 360 PUD 20361101 360 Single Family 20361101 360 Single Family 20361201 360 PUD 20361201 360 Single Family 20361201 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20361101 360 Single Family 20361201 360 Single Family 20370101 360 PUD 20361201 360 Single Family 20360901 360 Condominium 20360901 360 Single Family 20361201 360 PUD 20361001 360 PUD 20361101 360 Single Family 20361101 360 Single Family 20361101 360 Single Family 20361101 360 2-4 Family 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20370101 360 Single Family 20361201 360 Single Family 20370101 360 Single Family 20361001 360 Single Family 20361201 360 PUD 20361201 360 Single Family 20361201 360 Single Family 20360501 360 Single Family 20360801 360 Single Family 20360801 360 Single Family 20360901 360 Single Family 20360901 360 Single Family 20360901 360 Single Family 20360901 360 Single Family 20361101 360 Single Family 20360901 360 Single Family 20360901 360 Single Family 20360901 360 Single Family 20360901 360 Single Family 20360901 360 Single Family 20360901 360 Single Family 20361001 360 Single Family 20361001 360 Single Family 20361101 360 PUD 20360901 360 Single Family 20361201 360 Single Family 20361001 360 Single Family 20361201 360 PUD 20361101 360 Single Family 20361101 360 PUD 20361001 360 Single Family 20361101 360 Single Family 20361201 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20361001 360 Single Family 20361001 360 Single Family 20361201 360 Single Family 20361101 360 Single Family 20361101 360 PUD 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361201 360 PUD 20361201 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20370101 360 Condominium 20361101 360 Single Family 20361101 360 Single Family 20361101 360 Single Family 20361201 360 Single Family 20361201 360 Condominium 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361201 360 PUD 20370101 360 Single Family 20361201 360 Single Family 20370101 360 Single Family 20361201 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20361201 360 PUD 20361201 360 Single Family 20370101 360 Single Family 20361001 360 2-4 Family 20361101 360 Condominium 20361201 360 Single Family 20361101 360 Single Family 20361201 360 PUD 20370101 360 Single Family 20361201 360 Single Family 20361001 360 Single Family 20361201 360 PUD 20361201 360 PUD 20370101 360 PUD 20361201 360 PUD 20361201 360 Single Family 20361201 360 PUD 20361201 360 PUD 20361201 360 2-4 Family 20370101 360 PUD 20361201 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20361101 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361101 360 Single Family 20361201 360 PUD 20361201 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20361201 360 PUD 20370101 360 PUD 20361001 360 Single Family 20361001 360 Single Family 20361101 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20360901 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20370101 360 PUD 20361101 360 Single Family 20361201 360 PUD 20361201 360 PUD 20360901 360 Single Family 20361001 360 Single Family 20361101 360 Single Family 20361101 360 Single Family 20361201 360 Single Family 20370101 360 Single Family 20370101 360 Single Family 20361101 360 Single Family 20361201 360 Single Family 20361201 360 PUD 20361101 360 Single Family 20361201 360 2-4 Family 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Condominium 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Condominium 20361201 360 Condominium 20361201 360 Single Family 20361201 360 PUD 20361201 360 Condominium 20361201 360 PUD 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361101 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361201 360 Single Family 20361101 360 Single Family 20361201 360 Single Family 20361101 360 Single Family 20311201 300 Single Family 20361201 360 PUD 20361201 360 Single Family 20361201 360 Single Family 20361201 360 PUD 20361201 360 PUD 20361201 360 Condominium 20361201 360 PUD 20361101 360 Single Family 20351001 360 PUD 20361201 360 Single Family 20360801 360 PUD MATURITY_DATE LIEN CURRENT_GROSS_COUPON ------------- ---- -------------------- 20370101 First Lien 6 20361201 First Lien 6.75 20361201 First Lien 6.625 20361201 First Lien 7 20361101 First Lien 6.5 20361201 First Lien 6.375 20361101 First Lien 6.375 20361101 First Lien 6.375 20370201 First Lien 6.125 20370201 First Lien 7.875 20370201 First Lien 6.75 20370101 First Lien 6.875 20370101 First Lien 6.75 20370101 First Lien 6.875 20370201 First Lien 6.375 20370201 First Lien 7.5 20370201 First Lien 6.75 20370201 First Lien 6.25 20370201 First Lien 6.625 20370201 First Lien 6.625 20370201 First Lien 7.75 20370201 First Lien 6.375 20370201 First Lien 7.25 20370201 First Lien 6.25 20370201 First Lien 6.5 20370201 First Lien 5.98 20370201 First Lien 6.125 20370201 First Lien 6.5 20370201 First Lien 6.75 20370201 First Lien 6.5 20370201 First Lien 7.625 20370201 First Lien 6.375 20370201 First Lien 5.75 20370201 First Lien 6 20370201 First Lien 6.125 20370201 First Lien 7.5 20370201 First Lien 7.25 20370201 First Lien 5.875 20370201 First Lien 6.25 20370201 First Lien 6.375 20370201 First Lien 6.875 20370201 First Lien 6.5 20370101 First Lien 6.75 20370201 First Lien 6.875 20370201 First Lien 6 20270201 First Lien 6 20370201 First Lien 6 20370201 First Lien 7.5 20370201 First Lien 6.5 20370201 First Lien 6.5 20361001 First Lien 7.5 20370201 First Lien 7 20370201 First Lien 7.5 20370201 First Lien 6.375 20370201 First Lien 6.375 20370201 First Lien 7.5 20370201 First Lien 6.5 20361201 First Lien 7.25 20370201 First Lien 6.375 20370201 First Lien 6.25 20370101 First Lien 5.875 20370201 First Lien 6.25 20370201 First Lien 6.375 20370101 First Lien 5.875 20370201 First Lien 6.25 20370201 First Lien 6.75 20370201 First Lien 6.5 20370201 First Lien 5.98 20370101 First Lien 6.25 20370101 First Lien 6.625 20370101 First Lien 6.625 20370201 First Lien 7.25 20370201 First Lien 6.625 20370201 First Lien 7 20370201 First Lien 6.375 20370201 First Lien 6.5 20370201 First Lien 6.5 20370201 First Lien 7.625 20370201 First Lien 7.25 20370201 First Lien 6 20370201 First Lien 6.25 20370201 First Lien 5.98 20370201 First Lien 6.75 20370201 First Lien 6.25 20370201 First Lien 6.75 20360601 First Lien 7.5 20370101 First Lien 7.25 20370201 First Lien 6.125 20370201 First Lien 5.875 20370201 First Lien 7 20370201 First Lien 6.75 20370201 First Lien 6.875 20370201 First Lien 5.875 20370201 First Lien 7 20370201 First Lien 6.375 20370101 First Lien 6.125 20370201 First Lien 6.75 20370201 First Lien 7.875 20370201 First Lien 6.25 20370201 First Lien 7.5 20370201 First Lien 6.25 20370201 First Lien 8.125 20370201 First Lien 7.25 20370201 First Lien 5.98 20270201 First Lien 6.125 20370201 First Lien 6.625 20370201 First Lien 5.98 20370101 First Lien 6.25 20370201 First Lien 6.75 20370201 First Lien 6.75 20370201 First Lien 6.875 20370201 First Lien 6.25 20370201 First Lien 6.875 20370201 First Lien 6 20370201 First Lien 6.125 20370201 First Lien 5.98 20370201 First Lien 6.25 20370201 First Lien 6.75 20370201 First Lien 6.375 20370201 First Lien 7.75 20370201 First Lien 6.25 20370201 First Lien 7 20270201 First Lien 6.75 20370201 First Lien 6.5 20370201 First Lien 6.25 20370201 First Lien 7.375 20370201 First Lien 6.625 20370201 First Lien 5.625 20370201 First Lien 6.25 20370201 First Lien 7.875 20370201 First Lien 6.25 20370201 First Lien 6.125 20370201 First Lien 6.125 20370101 First Lien 6.375 20370201 First Lien 7 20370201 First Lien 6.5 20370201 First Lien 6.75 20370201 First Lien 6.5 20370201 First Lien 5.98 20370201 First Lien 6.625 20370201 First Lien 7 20370201 First Lien 6.375 20370201 First Lien 6.25 20370201 First Lien 6.5 20370201 First Lien 7.5 20370101 First Lien 7.625 20370201 First Lien 7.375 20370201 First Lien 7.5 20370201 First Lien 6.25 20370201 First Lien 7.25 20370201 First Lien 6.5 20370201 First Lien 6.125 20370201 First Lien 6.75 20370201 First Lien 6.75 20370201 First Lien 6.625 20370201 First Lien 6.375 20370201 First Lien 6.375 20370201 First Lien 7.25 20370101 First Lien 6.75 20370101 First Lien 6.375 20370201 First Lien 6.25 20370301 First Lien 6.25 20370201 First Lien 6.875 20370201 First Lien 5.875 20370201 First Lien 6.25 20370201 First Lien 6.625 20370201 First Lien 7 20370201 First Lien 7.625 20370201 First Lien 6 20370201 First Lien 6.5 20370201 First Lien 5.875 20370201 First Lien 6.375 20370201 First Lien 7.25 20370201 First Lien 5.98 20370201 First Lien 6.25 20370201 First Lien 8 20370201 First Lien 6.875 20361201 First Lien 7.875 20370201 First Lien 6.25 20370101 First Lien 7.125 20370101 First Lien 7.625 20370201 First Lien 6.25 20370101 First Lien 6.875 20370201 First Lien 6.125 20370201 First Lien 6.25 20370201 First Lien 6.5 20370201 First Lien 7.5 20370201 First Lien 7 20370201 First Lien 6.5 20370201 First Lien 6 20370201 First Lien 6.125 20370201 First Lien 6.625 20370201 First Lien 6.375 20370201 First Lien 6.25 20370201 First Lien 7.125 20370101 First Lien 6.625 20370201 First Lien 7 20370201 First Lien 6.5 20370201 First Lien 6.875 20370201 First Lien 6.875 20370201 First Lien 6.5 20370201 First Lien 6.875 20370201 First Lien 6.125 20370201 First Lien 6.25 20370201 First Lien 7.375 20370201 First Lien 7.5 20370201 First Lien 7.75 20370201 First Lien 6.625 20370201 First Lien 6.875 20370201 First Lien 5.98 20370201 First Lien 7.75 20370201 First Lien 6.375 20270201 First Lien 6.125 20370201 First Lien 6.25 20370201 First Lien 6.75 20370201 First Lien 6.75 20370101 First Lien 6.75 20370201 First Lien 6.625 20370201 First Lien 6.5 20370201 First Lien 6.25 20370201 First Lien 5.5 20370201 First Lien 6.625 20370201 First Lien 6.5 20370201 First Lien 6.25 20370201 First Lien 6.375 20370201 First Lien 6.375 20370101 First Lien 6.125 20370101 First Lien 6.375 20370201 First Lien 7 20370201 First Lien 6.25 20370201 First Lien 7.5 20370201 First Lien 6.5 20370101 First Lien 6.625 20370201 First Lien 6.875 20370201 First Lien 6.25 20370201 First Lien 6 20370201 First Lien 6.5 20370201 First Lien 7.375 20370201 First Lien 7.5 20370201 First Lien 6.75 20370201 First Lien 7 20370201 First Lien 6 20370201 First Lien 7.875 20370201 First Lien 7.125 20370201 First Lien 7.375 20370201 First Lien 6.375 20370101 First Lien 6.125 20370201 First Lien 6.25 20370201 First Lien 6.375 20370101 First Lien 6.375 20370201 First Lien 6.25 20370101 First Lien 5.875 20370201 First Lien 6.5 20370101 First Lien 6.875 20470101 First Lien 5.875 20370201 First Lien 6.25 20361001 First Lien 6.375 20370201 First Lien 6.375 20361001 First Lien 6.875 20370201 First Lien 5.75 20370201 First Lien 5.625 20370201 First Lien 6.75 20370101 First Lien 6.25 20370201 First Lien 7.5 20361001 First Lien 6.375 20370201 First Lien 6.375 20370201 First Lien 6.5 20370101 First Lien 5.75 20370201 First Lien 6.25 20370101 First Lien 5.875 20370101 First Lien 7 20370101 First Lien 6.5 20370101 First Lien 6.5 20370101 First Lien 6.375 20370201 First Lien 6.375 20370201 First Lien 6 20370101 First Lien 6.25 20370201 First Lien 6.625 20370201 First Lien 6.25 20370201 First Lien 7.375 20370201 First Lien 6.125 20370101 First Lien 6.125 20370101 First Lien 6.25 20370201 First Lien 5.875 20370201 First Lien 6.125 20370201 First Lien 6.375 20470201 First Lien 6.625 20370201 First Lien 6.25 20370101 First Lien 6.375 20370101 First Lien 6.875 20370201 First Lien 5.875 20370201 First Lien 6 20370201 First Lien 6.375 20370201 First Lien 6.25 20370201 First Lien 5.875 20360701 First Lien 6.75 20370101 First Lien 6.25 20370101 First Lien 6.25 20370101 First Lien 6 20370101 First Lien 5.625 20370201 First Lien 6.75 20370201 First Lien 6.875 20370201 First Lien 6.875 20370201 First Lien 6.25 20370201 First Lien 6.75 20370201 First Lien 6.75 20370201 First Lien 6.75 20370201 First Lien 6.125 20370201 First Lien 6.75 20370101 First Lien 6.375 20370201 First Lien 5.875 20370201 First Lien 6.625 20370101 First Lien 7.875 20370101 First Lien 7.375 20370201 First Lien 6 20370201 First Lien 6.625 20370101 First Lien 6.75 20370201 First Lien 6.25 20370201 First Lien 6.75 20370201 First Lien 6.25 20370201 First Lien 6.5 20370101 First Lien 7.5 20370101 First Lien 6 20361201 First Lien 7.125 20370101 First Lien 7.25 20370201 First Lien 6.625 20370201 First Lien 6.5 20370201 First Lien 8 20370201 First Lien 6.75 20370101 First Lien 6.25 20370201 First Lien 6.5 20370101 First Lien 7.125 20370201 First Lien 7.5 20370101 First Lien 7.125 20370201 First Lien 6.25 20370201 First Lien 6.75 20370201 First Lien 6.625 20370201 First Lien 6.875 20370201 First Lien 6.625 20370201 First Lien 5.75 20370101 First Lien 6.5 20370201 First Lien 7.375 20370201 First Lien 7.5 20370101 First Lien 6.375 20370201 First Lien 6.25 20370201 First Lien 7.75 20370201 First Lien 6.375 20370101 First Lien 6.25 20370101 First Lien 6.375 20370201 First Lien 6.25 20370201 First Lien 6.25 20370201 First Lien 6.875 20370101 First Lien 7.5 20370201 First Lien 6.625 20370201 First Lien 5.875 20370201 First Lien 7.125 20370201 First Lien 6.75 20370201 First Lien 6.875 20370201 First Lien 6.125 20370201 First Lien 6.75 20370201 First Lien 6.75 20370201 First Lien 6.625 20370201 First Lien 6.375 20270201 First Lien 7.625 20370101 First Lien 6.25 20370101 First Lien 6.125 20370201 First Lien 6.5 20370201 First Lien 8.25 20370201 First Lien 6.125 20370201 First Lien 7 20370201 First Lien 6.75 20370201 First Lien 6.875 20370201 First Lien 6.625 20370201 First Lien 6.75 20370201 First Lien 7.25 20370201 First Lien 6.875 20370201 First Lien 6.25 20370201 First Lien 7.375 20370201 First Lien 7.25 20370201 First Lien 5.98 20370201 First Lien 6.125 20370201 First Lien 6.125 20470201 First Lien 6.375 20370201 First Lien 5.375 20370201 First Lien 6.125 20370201 First Lien 5.75 20370201 First Lien 6.25 20370201 First Lien 6.625 20370201 First Lien 6.625 20370201 First Lien 6.625 20370101 First Lien 7.375 20370201 First Lien 6.375 20370201 First Lien 5.875 20370201 First Lien 6.875 20370201 First Lien 7.5 20370201 First Lien 6.75 20370201 First Lien 8.125 20370201 First Lien 7.125 20370201 First Lien 6.5 20370201 First Lien 7.125 20370201 First Lien 7 20370101 First Lien 6.75 20370201 First Lien 6.125 20370201 First Lien 6.5 20370101 First Lien 6 20370201 First Lien 6.625 20370301 First Lien 8 20370101 First Lien 6.375 20370201 First Lien 6.75 20370201 First Lien 6.375 20370201 First Lien 6.75 20370201 First Lien 6.5 20370201 First Lien 7.25 20370201 First Lien 6.375 20370201 First Lien 6.375 20370201 First Lien 6.625 20370201 First Lien 6.25 20370201 First Lien 6.625 20370201 First Lien 7.375 20370201 First Lien 6.5 20370201 First Lien 6.375 20370201 First Lien 7.25 20370201 First Lien 7.625 20370201 First Lien 6.625 20370201 First Lien 6.75 20370201 First Lien 6.25 20370201 First Lien 6.25 20370101 First Lien 7 20370201 First Lien 5.875 20370201 First Lien 6.5 20370201 First Lien 6.75 20370201 First Lien 6.75 20370201 First Lien 6.125 20370201 First Lien 6.375 20370201 First Lien 6.375 20370201 First Lien 6 20370201 First Lien 8 20370201 First Lien 6.25 20370201 First Lien 7.125 20370201 First Lien 6.125 20370201 First Lien 6.875 20370201 First Lien 7.5 20370101 First Lien 7.375 20370201 First Lien 6.375 20370201 First Lien 7.75 20370201 First Lien 6.125 20370201 First Lien 6.75 20370201 First Lien 6.5 20370201 First Lien 8 20370201 First Lien 6.5 20370201 First Lien 6.375 20370201 First Lien 6.25 20370101 First Lien 6.5 20361201 First Lien 6.125 20370201 First Lien 6.125 20370201 First Lien 6.375 20370101 First Lien 7.25 20370101 First Lien 6.25 20370101 First Lien 6.375 20370101 First Lien 6.875 20370201 First Lien 6.5 20370201 First Lien 6.625 20370201 First Lien 6.75 20370201 First Lien 7.5 20370201 First Lien 6.5 20370101 First Lien 6.75 20370201 First Lien 6.5 20370201 First Lien 7.5 20370201 First Lien 5.625 20370201 First Lien 6.25 20370201 First Lien 6.5 20370101 First Lien 7.25 20370201 First Lien 7.25 20370201 First Lien 6.25 20370201 First Lien 6.5 20370101 First Lien 6.875 20370101 First Lien 6.375 20370101 First Lien 6.375 20370201 First Lien 7.375 20370201 First Lien 5.98 20370201 First Lien 6.625 20370201 First Lien 6.375 20370201 First Lien 6.5 20370201 First Lien 6.5 20370201 First Lien 7 20370201 First Lien 6.5 20370101 First Lien 6.25 20370201 First Lien 6.875 20370201 First Lien 6 20370201 First Lien 6.5 20370201 First Lien 6.875 20370201 First Lien 6.25 20370201 First Lien 7.25 20370101 First Lien 5.875 20370201 First Lien 7 20370101 First Lien 7.25 20370201 First Lien 6.875 20370201 First Lien 7.5 20370201 First Lien 6.125 20370101 First Lien 6.125 20370201 First Lien 6.25 20370201 First Lien 5.875 20370201 First Lien 6.125 20370201 First Lien 6.25 20370201 First Lien 5.98 20370201 First Lien 6.125 20370201 First Lien 6.375 20270201 First Lien 6.375 20370201 First Lien 5.5 20370201 First Lien 6.375 20370201 First Lien 6.25 20370201 First Lien 6.5 20370201 First Lien 5.98 20370201 First Lien 5.375 20370201 First Lien 6.875 20370201 First Lien 6.125 20370201 First Lien 6.125 20370201 First Lien 6.25 20370201 First Lien 5.75 20370101 First Lien 6.375 20370201 First Lien 5.98 20370201 First Lien 6.5 20370201 First Lien 6.375 20370201 First Lien 6.125 20370101 First Lien 6.25 20370201 First Lien 6.25 20370201 First Lien 5.875 20370201 First Lien 6.25 20370201 First Lien 6.25 20370101 First Lien 6.125 20370101 First Lien 6.25 20370201 First Lien 6.25 20370201 First Lien 6.375 20370201 First Lien 6.25 20370201 First Lien 6.5 20370201 First Lien 6.75 20370201 First Lien 6.125 20370201 First Lien 6.125 20370201 First Lien 6.5 20370201 First Lien 5.98 20370201 First Lien 6.75 20370101 First Lien 6.25 20370101 First Lien 6.125 20370201 First Lien 6.375 20370201 First Lien 5.875 20370201 First Lien 5.98 20370101 First Lien 6.25 20370201 First Lien 6.75 20370201 First Lien 6.5 20370201 First Lien 6 20370201 First Lien 5.875 20370101 First Lien 6 20370201 First Lien 6.125 20370201 First Lien 6.125 20370201 First Lien 6.25 20370101 First Lien 6.125 20370201 First Lien 5.98 20370101 First Lien 6.75 20370201 First Lien 6.625 20370201 First Lien 6.25 20370201 First Lien 6.25 20370201 First Lien 6.5 20370201 First Lien 6.625 20370201 First Lien 6.125 20370201 First Lien 5.98 20370101 First Lien 5.98 20370201 First Lien 6.75 20370201 First Lien 6.125 20370201 First Lien 5.98 20370201 First Lien 5.98 20370101 First Lien 6.25 20370201 First Lien 6.125 20270201 First Lien 6 20370201 First Lien 5.875 20370201 First Lien 6.75 20370201 First Lien 6.5 20370201 First Lien 6.875 20370201 First Lien 5.98 20370201 First Lien 6.5 20370201 First Lien 6.25 20470201 First Lien 6.375 20370101 First Lien 6.375 20370201 First Lien 6.25 20370201 First Lien 5.98 20370201 First Lien 6.625 20370201 First Lien 5.98 20360701 First Lien 5.98 20370201 First Lien 6.25 20370201 First Lien 6.25 20370201 First Lien 7.5 20370201 First Lien 7.25 20370201 First Lien 6.625 20370201 First Lien 6.75 20370201 First Lien 6.375 20370201 First Lien 6.375 20370201 First Lien 6.5 20370201 First Lien 5.625 20370101 First Lien 5.875 20370201 First Lien 5.75 20370201 First Lien 6.5 20370201 First Lien 6.25 20370101 First Lien 6 20370101 First Lien 6.375 20370201 First Lien 6.375 20370201 First Lien 6.25 20370201 First Lien 5.98 20370101 First Lien 6.125 20270201 First Lien 5.98 20370201 First Lien 5.98 20370201 First Lien 6.375 20370201 First Lien 6.375 20370101 First Lien 6.125 20370101 First Lien 5.98 20370201 First Lien 5.98 20370201 First Lien 6.375 20370201 First Lien 6.625 20370201 First Lien 5.98 20370101 First Lien 6.125 20370201 First Lien 6.625 20361201 First Lien 6.75 20370201 First Lien 6.25 20370201 First Lien 6.25 20370201 First Lien 6.375 20370101 First Lien 6.375 20370201 First Lien 5.875 20370201 First Lien 5.98 20370201 First Lien 5.875 20370101 First Lien 7.75 20370201 First Lien 6.125 20370101 First Lien 6.75 20370101 First Lien 6.24 20370201 First Lien 5.875 20370201 First Lien 5.98 20370201 First Lien 6.25 20370201 First Lien 6.25 20370201 First Lien 6.25 20370201 First Lien 6.25 20370201 First Lien 5.98 20370201 First Lien 5.75 20370201 First Lien 6.25 20370201 First Lien 6.125 20370201 First Lien 6.125 20370201 First Lien 5.75 20370201 First Lien 5.75 20370101 First Lien 6.5 20370201 First Lien 6.5 20370201 First Lien 6.125 20370201 First Lien 5.98 20370201 First Lien 6.125 20370101 First Lien 6.375 20370201 First Lien 6.25 20370201 First Lien 6.25 20370201 First Lien 5.98 20470201 First Lien 6.25 20351101 First Lien 6.375 20460801 First Lien 7.125 20370201 First Lien 6.25 20370101 First Lien 6.25 20370201 First Lien 6.25 20370201 First Lien 6.75 20370201 First Lien 6.375 20370201 First Lien 5.75 20370201 First Lien 6.25 20350201 First Lien 6.125 20370201 First Lien 5.75 20361101 First Lien 7.25 20370201 First Lien 5.75 20370201 First Lien 6.625 20370201 First Lien 6.25 20370201 First Lien 6.125 20370101 First Lien 6.25 20370201 First Lien 6.125 20370201 First Lien 6.125 20370201 First Lien 6.25 20370201 First Lien 6.125 20370201 First Lien 6.5 20370101 First Lien 6.625 20370201 First Lien 6 20370201 First Lien 6.5 20370201 First Lien 6.25 20361201 First Lien 6.73 20370101 First Lien 6.125 20370101 First Lien 5.75 20370201 First Lien 5.5 20370201 First Lien 5.98 20370201 First Lien 7.375 20370101 First Lien 6.375 20361101 First Lien 6.875 20370201 First Lien 6.25 20370201 First Lien 6.375 20370101 First Lien 6.25 20370201 First Lien 7.125 20370201 First Lien 7.25 20370201 First Lien 5.98 20370201 First Lien 6.875 20370201 First Lien 6.375 20370201 First Lien 7.125 20370201 First Lien 6 20370101 First Lien 6.25 20361001 First Lien 7.5 20370201 First Lien 5.98 20370101 First Lien 6.125 20370201 First Lien 6.125 20370201 First Lien 5.98 20370201 First Lien 6.125 20370201 First Lien 6.25 20370201 First Lien 6.125 20370201 First Lien 5.98 20370201 First Lien 6.75 20370101 First Lien 6.25 20370201 First Lien 5.625 20370201 First Lien 6.5 20370101 First Lien 6.375 20370201 First Lien 5.98 20370101 First Lien 6.375 20370201 First Lien 6.125 20370201 First Lien 6.25 20370201 First Lien 6.25 20370201 First Lien 6.375 20370201 First Lien 6 20370101 First Lien 6.25 20370101 First Lien 6.375 20370201 First Lien 6.5 20370201 First Lien 6.25 20370201 First Lien 6.5 20370201 First Lien 6.125 20361001 First Lien 6.625 20360201 First Lien 6.375 20370201 First Lien 6.125 20370101 First Lien 6.125 20370201 First Lien 6.25 20370101 First Lien 6.125 20370201 First Lien 6.375 20370201 First Lien 6.375 20370201 First Lien 6.75 20361101 First Lien 6.25 20370101 First Lien 6.25 20361001 First Lien 6.625 20370101 First Lien 6.25 20361001 First Lien 6.75 20370201 First Lien 5.875 20370101 First Lien 6.625 20370201 First Lien 6.625 20370201 First Lien 6.125 20370201 First Lien 6 20370101 First Lien 6.25 20370201 First Lien 6.625 20370201 First Lien 6 20370201 First Lien 6.625 20370201 First Lien 5.98 20370201 First Lien 6 20370201 First Lien 6.75 20370201 First Lien 6.125 20370201 First Lien 6.375 20330201 First Lien 6 20370201 First Lien 6.625 20370201 First Lien 6.375 20370201 First Lien 6 20370201 First Lien 6.125 20370201 First Lien 6.25 20370201 First Lien 5.98 20370101 First Lien 6.25 20370101 First Lien 6.125 20370101 First Lien 6.125 20370101 First Lien 6.75 20370101 First Lien 6.125 20370101 First Lien 6.25 20370201 First Lien 6.25 20370201 First Lien 6.355 20370201 First Lien 6.25 20370101 First Lien 6 20370201 First Lien 6.625 20370201 First Lien 6.25 20370201 First Lien 7 20370201 First Lien 6.25 20370201 First Lien 6 20370201 First Lien 5.98 20370101 First Lien 6.125 20370101 First Lien 6 20470201 First Lien 6.25 20370201 First Lien 6.125 20370201 First Lien 6 20370201 First Lien 5.98 20370201 First Lien 6.875 20370201 First Lien 6.375 20370201 First Lien 6.125 20370101 First Lien 5.98 20370201 First Lien 5.625 20370201 First Lien 6.125 20370201 First Lien 6.125 20370201 First Lien 6.25 20370201 First Lien 5.875 20370201 First Lien 6.25 20370101 First Lien 6.375 20370201 First Lien 6 20370201 First Lien 6.375 20370201 First Lien 6.25 20370101 First Lien 6 20370101 First Lien 6.25 20370201 First Lien 6.25 20370201 First Lien 5.875 20370201 First Lien 6.125 20360901 First Lien 6.25 20370201 First Lien 6.25 20370201 First Lien 5.75 20370201 First Lien 5.875 20370101 First Lien 7.5 20370201 First Lien 5.98 20370201 First Lien 6.25 20370201 First Lien 6.25 20370201 First Lien 5.75 20370201 First Lien 6.25 20370201 First Lien 5.98 20370201 First Lien 5.75 20370201 First Lien 6 20370201 First Lien 5.98 20370201 First Lien 6.25 20370201 First Lien 6 20370201 First Lien 6.75 20370101 First Lien 6.75 20370201 First Lien 6.375 20370201 First Lien 6.875 20370201 First Lien 6.25 20370201 First Lien 5.875 20370201 First Lien 5.98 20370101 First Lien 6.625 20370101 First Lien 6.375 20370101 First Lien 5.75 20361201 First Lien 6.965 20370201 First Lien 6.125 20370201 First Lien 6.75 20370101 First Lien 7.375 20370201 First Lien 6.375 20470201 First Lien 6.125 20370201 First Lien 6.75 20370201 First Lien 6.375 20370201 First Lien 6 20370201 First Lien 6.5 20370201 First Lien 6.25 20370201 First Lien 6 20370201 First Lien 6.25 20370201 First Lien 6.375 20370201 First Lien 6.25 20361201 First Lien 7 20370201 First Lien 6.25 20370101 First Lien 6.125 20370201 First Lien 6.75 20370201 First Lien 6.25 20370201 First Lien 6.25 20370101 First Lien 6.25 20361201 First Lien 6.75 20370201 First Lien 6.125 20370101 First Lien 6.625 20361201 First Lien 6.5 20361201 First Lien 6.625 20361201 First Lien 6.5 20351101 First Lien 5.125 20370101 First Lien 7.5 20370101 First Lien 6.25 20330101 First Lien 5.875 20341201 First Lien 6.125 20350701 First Lien 6.375 20360801 First Lien 6.875 20360801 First Lien 6.625 20360801 First Lien 6.875 20360701 First Lien 6.75 20360801 First Lien 6.625 20360801 First Lien 6.5 20360801 First Lien 6.125 20360801 First Lien 6.625 20360901 First Lien 7 20360801 First Lien 6.75 20360901 First Lien 6.75 20360901 First Lien 6.875 20360901 First Lien 6.75 20360901 First Lien 7 20360901 First Lien 6.875 20360901 First Lien 6.875 20360901 First Lien 6.75 20360601 First Lien 6.625 20360801 First Lien 6.625 20360901 First Lien 7.125 20361201 First Lien 6.5 20361201 First Lien 6.25 20361201 First Lien 6.375 20361201 First Lien 6.375 20370101 First Lien 6.5 20370101 First Lien 6.375 20370101 First Lien 6.375 20370101 First Lien 6.375 20370101 First Lien 6.125 20370101 First Lien 6.25 20370101 First Lien 6.375 20361201 First Lien 6.5 20361101 First Lien 6.375 20361201 First Lien 6.375 20361201 First Lien 6.5 20361201 First Lien 6.375 20361201 First Lien 6.25 20370101 First Lien 6.25 20370101 First Lien 6.25 20370101 First Lien 6.375 20360901 First Lien 6.625 20360901 First Lien 6.5 20360901 First Lien 6.375 20360901 First Lien 6.75 20361001 First Lien 6.75 20361001 First Lien 7 20361001 First Lien 6.375 20361001 First Lien 6.125 20361201 First Lien 6.75 20361001 First Lien 6.625 20361001 First Lien 6.5 20361101 First Lien 6.5 20361101 First Lien 6.875 20361101 First Lien 6.375 20361101 First Lien 6.5 20361201 First Lien 6.375 20361201 First Lien 6.375 20361101 First Lien 6.625 20361101 First Lien 6.5 20361101 First Lien 6.375 20361201 First Lien 6.375 20361201 First Lien 6.375 20361101 First Lien 6.625 20361201 First Lien 6.75 20361101 First Lien 6 20361101 First Lien 6.375 20361201 First Lien 6.625 20361201 First Lien 6.5 20361101 First Lien 6.625 20361201 First Lien 6.25 20361201 First Lien 6.375 20361101 First Lien 6.375 20361101 First Lien 6.5 20361201 First Lien 6.75 20361201 First Lien 6.625 20361201 First Lien 6.25 20361201 First Lien 6.5 20361101 First Lien 6.375 20361201 First Lien 6.5 20361201 First Lien 6.25 20361201 First Lien 6.25 20361201 First Lien 6.875 20361201 First Lien 6.375 20361201 First Lien 5.875 20361201 First Lien 6.375 20361201 First Lien 6.375 20361201 First Lien 6.75 20361201 First Lien 6.375 20361201 First Lien 6.25 20361201 First Lien 6.625 20361201 First Lien 6.25 20361201 First Lien 5.875 20361201 First Lien 6.25 20361201 First Lien 6.375 20361201 First Lien 6.75 20370101 First Lien 6.25 20361201 First Lien 6.25 20370101 First Lien 6.25 20370101 First Lien 6.5 20361201 First Lien 6.375 20361201 First Lien 6.75 20361201 First Lien 6.5 20370101 First Lien 6.25 20370101 First Lien 6.375 20370101 First Lien 6.25 20370101 First Lien 6.375 20370101 First Lien 6.25 20361201 First Lien 6.5 20361001 First Lien 6.5 20361101 First Lien 6.5 20361101 First Lien 6.5 20361201 First Lien 6.125 20361201 First Lien 6.375 20361201 First Lien 6.5 20361201 First Lien 6.375 20370101 First Lien 6.375 20370101 First Lien 6.25 20361101 First Lien 6.75 20361201 First Lien 6.625 20361201 First Lien 7.25 20361201 First Lien 6.375 20360901 First Lien 7.25 20361001 First Lien 6.875 20361201 First Lien 6.375 20370101 First Lien 7 20361201 First Lien 6.5 20370101 First Lien 6.375 20360601 First Lien 6.625 20361001 First Lien 6.375 20361101 First Lien 6.375 20361201 First Lien 6.25 20361201 First Lien 6.375 20361101 First Lien 6.25 20361201 First Lien 6.625 20361201 First Lien 6.25 20361201 First Lien 6.375 20361201 First Lien 6.375 20370101 First Lien 6.375 20370101 First Lien 7 20361201 First Lien 6.375 20370101 First Lien 6.375 20370101 First Lien 6.5 20361201 First Lien 6.375 20360901 First Lien 6.625 20361001 First Lien 6.5 20361201 First Lien 6.375 20361201 First Lien 6.25 20370101 First Lien 6.25 20370101 First Lien 6.25 20360901 First Lien 6.75 20361201 First Lien 6.375 20361101 First Lien 6.625 20361101 First Lien 6.375 20361101 First Lien 6.25 20361101 First Lien 6.375 20361101 First Lien 6.625 20361201 First Lien 6.875 20361201 First Lien 6.375 20361201 First Lien 7 20361201 First Lien 6.375 20361201 First Lien 7 20361201 First Lien 7 20361201 First Lien 6.375 20361201 First Lien 6.5 20370101 First Lien 6.125 20361201 First Lien 6.375 20370101 First Lien 5.875 20361201 First Lien 6.5 20361201 First Lien 6.625 20370101 First Lien 6.875 20370101 First Lien 6.375 20361201 First Lien 6.375 20361201 First Lien 6.125 20361201 First Lien 7 20370101 First Lien 6.375 20370101 First Lien 6.25 20370101 First Lien 6.25 20370101 First Lien 6.5 20370101 First Lien 6.5 20370101 First Lien 6.25 20361101 First Lien 6.625 20361101 First Lien 6.25 20361101 First Lien 6.5 20361101 First Lien 6.125 20361201 First Lien 6 20361201 First Lien 5.75 20361101 First Lien 6.375 20361201 First Lien 6.375 20361201 First Lien 6.625 20361201 First Lien 7 20361201 First Lien 7 20361201 First Lien 6.375 20361201 First Lien 6.875 20361201 First Lien 6.375 20361201 First Lien 6.5 20361201 First Lien 6.375 20361201 First Lien 6.5 20370101 First Lien 6.25 20361001 First Lien 6.5 20361101 First Lien 6.625 20361101 First Lien 6.375 20361001 First Lien 6.75 20360901 First Lien 6.875 20361001 First Lien 6.75 20361101 First Lien 6.625 20361101 First Lien 6.25 20361101 First Lien 6.375 20361101 First Lien 6.5 20361101 First Lien 6.5 20361101 First Lien 6.75 20361101 First Lien 6.25 20361201 First Lien 6.375 20361201 First Lien 6.625 20361201 First Lien 6.625 20361201 First Lien 6.375 20361201 First Lien 6.5 20360901 First Lien 6.625 20361001 First Lien 6.625 20361001 First Lien 6.375 20361101 First Lien 6.75 20361101 First Lien 6 20361201 First Lien 6.25 20361201 First Lien 6.5 20361201 First Lien 6.375 20370101 First Lien 6.375 20370101 First Lien 6.375 20361101 First Lien 7 20361201 First Lien 6.5 20370101 First Lien 6.25 20361201 First Lien 6.25 20360901 First Lien 6.75 20360901 First Lien 6.5 20361201 First Lien 6.375 20361001 First Lien 6.5 20361101 First Lien 6.375 20361101 First Lien 6.375 20361101 First Lien 6.625 20361101 First Lien 6.625 20361201 First Lien 6.5 20361201 First Lien 6.875 20361201 First Lien 6.375 20361201 First Lien 6.375 20361201 First Lien 6.375 20361201 First Lien 6.125 20370101 First Lien 6.875 20361201 First Lien 6.25 20370101 First Lien 6.25 20361001 First Lien 6.5 20361201 First Lien 6.25 20361201 First Lien 6.625 20361201 First Lien 5.875 20360501 First Lien 6.5 20360801 First Lien 6.375 20360801 First Lien 6.625 20360901 First Lien 6.875 20360901 First Lien 6.625 20360901 First Lien 6.75 20360901 First Lien 6.75 20361101 First Lien 6.75 20360901 First Lien 6.625 20360901 First Lien 6.625 20360901 First Lien 6.5 20360901 First Lien 6.5 20360901 First Lien 6.625 20360901 First Lien 6.375 20361001 First Lien 6.5 20361001 First Lien 6.5 20361101 First Lien 6.375 20360901 First Lien 6.25 20361201 First Lien 6.375 20361001 First Lien 6.5 20361201 First Lien 6.375 20361101 First Lien 6.375 20361101 First Lien 6.375 20361001 First Lien 6.5 20361101 First Lien 6.375 20361201 First Lien 6.375 20370101 First Lien 6.375 20370101 First Lien 6.375 20361001 First Lien 6.625 20361001 First Lien 6.375 20361201 First Lien 6.375 20361101 First Lien 6.5 20361101 First Lien 6.625 20361201 First Lien 5.875 20361201 First Lien 6.375 20361201 First Lien 6.625 20361201 First Lien 6.625 20361201 First Lien 6.25 20370101 First Lien 6.25 20370101 First Lien 6 20370101 First Lien 6.625 20370101 First Lien 6.375 20361101 First Lien 6.5 20361101 First Lien 6.25 20361101 First Lien 6.625 20361201 First Lien 6.5 20361201 First Lien 6.625 20361201 First Lien 7 20361201 First Lien 6.625 20361201 First Lien 6.5 20361201 First Lien 6.5 20361201 First Lien 6.375 20361201 First Lien 6.375 20361201 First Lien 6.375 20361201 First Lien 6.5 20361201 First Lien 6.75 20370101 First Lien 6.375 20361201 First Lien 6.25 20370101 First Lien 6.25 20361201 First Lien 6.375 20370101 First Lien 6.375 20370101 First Lien 6.25 20361201 First Lien 6.375 20361201 First Lien 6.375 20370101 First Lien 6.5 20361001 First Lien 6.375 20361101 First Lien 6.875 20361201 First Lien 6.25 20361101 First Lien 6.375 20361201 First Lien 6.625 20370101 First Lien 6.375 20361201 First Lien 6.625 20361001 First Lien 6.375 20361201 First Lien 6.375 20361201 First Lien 6.5 20370101 First Lien 6.25 20361201 First Lien 6.375 20361201 First Lien 6.25 20361201 First Lien 6.5 20361201 First Lien 6.5 20361201 First Lien 6.5 20370101 First Lien 6.375 20361201 First Lien 6.5 20370101 First Lien 6.25 20370101 First Lien 5.75 20361101 First Lien 6.75 20361201 First Lien 6.375 20361201 First Lien 6.125 20361101 First Lien 6.5 20361201 First Lien 6.625 20361201 First Lien 6.625 20370101 First Lien 6.25 20370101 First Lien 6.375 20361201 First Lien 6.375 20370101 First Lien 6.75 20361001 First Lien 6.5 20361001 First Lien 6.875 20361101 First Lien 6.5 20361201 First Lien 6.375 20361201 First Lien 6.375 20361201 First Lien 6.5 20370101 First Lien 6.25 20370101 First Lien 6.25 20360901 First Lien 6.75 20361201 First Lien 6.25 20361201 First Lien 6.375 20361201 First Lien 6.375 20370101 First Lien 6.25 20370101 First Lien 6.375 20370101 First Lien 6.375 20361101 First Lien 6.25 20361201 First Lien 6.25 20361201 First Lien 6.875 20360901 First Lien 7 20361001 First Lien 7.125 20361101 First Lien 6.875 20361101 First Lien 6.625 20361201 First Lien 6.25 20370101 First Lien 6.75 20370101 First Lien 6.25 20361101 First Lien 6.625 20361201 First Lien 6.5 20361201 First Lien 6.375 20361101 First Lien 7.25 20361201 First Lien 6.5 20361201 First Lien 6.375 20361201 First Lien 6.5 20361201 First Lien 6.5 20361201 First Lien 6.5 20361201 First Lien 6.625 20361201 First Lien 6.625 20361201 First Lien 6.875 20361201 First Lien 7 20361201 First Lien 6.375 20361201 First Lien 7 20361201 First Lien 6.75 20361201 First Lien 6.5 20361201 First Lien 6.625 20361201 First Lien 7.625 20361201 First Lien 6.75 20361201 First Lien 6.5 20361101 First Lien 6.125 20361201 First Lien 6.75 20361201 First Lien 6.625 20361201 First Lien 6.5 20361101 First Lien 6.625 20361201 First Lien 6.375 20361101 First Lien 7.375 20311201 First Lien 6.875 20361201 First Lien 6.5 20361201 First Lien 6.5 20361201 First Lien 6.375 20361201 First Lien 6.375 20361201 First Lien 6.625 20361201 First Lien 6.5 20361201 First Lien 6.375 20361101 First Lien 6.875 20351001 First Lien 6.25 20361201 First Lien 6.5 20360801 First Lien 6.75 MATURITY_DATE CURRENT_NET_COUPON MI ------------- ------------------ -- 20370101 5.745 No MI 20361201 6.495 No MI 20361201 6.37 No MI 20361201 6.745 No MI 20361101 6.245 No MI 20361201 6.12 No MI 20361101 6.12 Radian Guaranty 20361101 6.12 No MI 20370201 5.87 No MI 20370201 7.62 No MI 20370201 6.495 No MI 20370101 6.62 No MI 20370101 6.495 No MI 20370101 6.62 No MI 20370201 6.12 Xx XX 00000000 7.245 Republic MIC 20370201 6.495 No MI 20370201 5.995 No MI 20370201 6.37 No MI 20370201 6.37 No MI 20370201 7.495 No MI 20370201 6.12 No MI 20370201 6.995 No MI 20370201 5.995 No MI 20370201 6.245 No MI 20370201 5.725 No MI 20370201 5.87 Xx XX 00000000 6.245 Republic MIC 20370201 6.495 No MI 20370201 6.245 No MI 20370201 7.37 PMI 20370201 6.12 No MI 20370201 5.495 No MI 20370201 5.745 No MI 20370201 5.87 No MI 20370201 7.245 No MI 20370201 6.995 No MI 20370201 5.62 No MI 20370201 5.995 No MI 20370201 6.12 Republic MIC 20370201 6.62 No MI 20370201 6.245 No MI 20370101 6.495 No MI 20370201 6.62 PMI 20370201 5.745 No MI 20270201 5.745 No MI 20370201 5.745 No MI 20370201 7.245 No MI 20370201 6.245 No MI 20370201 6.245 No MI 20361001 7.245 Mortgage Guaranty In 20370201 6.745 Republic MIC 20370201 7.245 No MI 20370201 6.12 No MI 20370201 6.12 No MI 20370201 7.245 No MI 20370201 6.245 No MI 20361201 0.000 Xxxxxxxx MIC 20370201 6.12 No MI 20370201 5.995 No MI 20370101 5.62 No MI 20370201 5.995 No MI 20370201 6.12 No MI 20370101 5.62 No MI 20370201 5.995 No MI 20370201 6.495 No MI 20370201 6.245 No MI 20370201 5.725 No MI 20370101 5.995 No MI 20370101 6.37 No MI 20370101 6.37 No MI 20370201 6.995 No MI 20370201 6.37 No MI 20370201 6.745 No MI 20370201 6.12 No MI 20370201 6.245 No MI 20370201 6.245 No MI 20370201 7.37 No MI 20370201 6.995 No MI 20370201 5.745 No MI 20370201 5.995 No MI 20370201 5.725 No MI 20370201 0.000 Xxxxxxxx MIC 20370201 5.995 No MI 20370201 6.495 PMI 20360601 0.000 Xxxxxxxx MIC 20370101 6.995 No MI 20370201 5.87 No MI 20370201 5.62 No MI 20370201 6.745 No MI 20370201 6.495 No MI 20370201 6.62 United Guaranty 20370201 5.62 No MI 20370201 6.745 No MI 20370201 6.12 No MI 20370101 5.87 No MI 20370201 6.495 No MI 20370201 7.62 No MI 20370201 5.995 No MI 20370201 7.245 No MI 20370201 5.995 No MI 20370201 7.87 PMI 20370201 6.995 No MI 20370201 5.725 No MI 20270201 5.87 No MI 20370201 6.37 No MI 20370201 5.725 No MI 20370101 5.995 No MI 20370201 6.495 No MI 20370201 6.495 United Guaranty 20370201 6.62 No MI 20370201 5.995 No MI 20370201 6.62 PMI 20370201 5.745 No MI 20370201 5.87 No MI 20370201 5.725 No MI 20370201 5.995 No MI 20370201 6.495 No MI 20370201 6.12 No MI 20370201 7.495 No MI 20370201 5.995 No MI 20370201 6.745 No MI 20270201 0.000 Xxxxxxxx MIC 20370201 6.245 United Guaranty 20370201 5.995 No MI 20370201 7.12 No MI 20370201 6.37 No MI 20370201 5.37 No MI 20370201 5.995 No MI 20370201 7.62 PMI 20370201 5.995 No MI 20370201 5.87 No MI 20370201 5.87 No MI 20370101 6.12 No MI 20370201 6.745 GE Xxxxxxx XX 00000000 6.245 PMI 20370201 6.495 No MI 20370201 6.245 No MI 20370201 5.725 No MI 20370201 6.37 Republic MIC 20370201 6.745 No MI 20370201 6.12 No MI 20370201 5.995 No MI 20370201 6.245 No MI 20370201 7.245 No MI 20370101 7.37 No MI 20370201 7.12 No MI 20370201 7.245 Mortgage Guaranty In 20370201 5.995 No MI 20370201 6.995 No MI 20370201 6.245 No MI 20370201 5.87 No MI 20370201 6.495 No MI 20370201 6.495 No MI 20370201 6.37 No MI 20370201 6.12 No MI 20370201 6.12 No MI 20370201 6.995 No MI 20370101 0.000 Xxxxxxxx MIC 20370101 6.12 No MI 20370201 5.995 No MI 20370301 5.995 No MI 20370201 6.62 No MI 20370201 5.62 No MI 20370201 5.995 No MI 20370201 6.37 PMI 20370201 6.745 No MI 20370201 7.37 PMI 20370201 5.745 No MI 20370201 6.245 PMI 20370201 5.62 No MI 20370201 6.12 No MI 20370201 6.995 PMI 20370201 5.725 No MI 20370201 5.995 No MI 20370201 7.745 United Guaranty 20370201 6.62 No MI 20361201 7.62 Radian Guaranty 20370201 5.995 No MI 20370101 6.87 No MI 20370101 7.37 No MI 20370201 5.995 No MI 20370101 6.62 Mortgage Guaranty In 20370201 5.87 No MI 20370201 5.995 No MI 20370201 6.245 No MI 20370201 7.245 United Guaranty 20370201 6.745 No MI 20370201 6.245 Radian Guaranty 20370201 5.745 No MI 20370201 5.87 No MI 20370201 6.37 No MI 20370201 6.12 No MI 20370201 5.995 No MI 20370201 6.87 GE Capital MI 20370101 6.37 Mortgage Guaranty In 20370201 6.745 Radian Guaranty 20370201 6.245 No MI 20370201 6.62 No MI 20370201 6.62 No MI 20370201 6.245 No MI 20370201 6.62 No MI 20370201 5.87 No MI 20370201 5.995 No MI 20370201 7.12 United Guaranty 20370201 7.245 No MI 20370201 0.000 Xxxxxxxx MIC 20370201 6.37 No MI 20370201 6.62 No MI 20370201 5.725 No MI 20370201 7.495 No MI 20370201 6.12 No MI 20270201 5.87 No MI 20370201 5.995 No MI 20370201 6.495 No MI 20370201 6.495 No MI 20370101 6.495 No MI 20370201 6.37 No MI 20370201 6.245 No MI 20370201 5.995 No MI 20370201 5.245 No MI 20370201 6.37 No MI 20370201 6.245 No MI 20370201 5.995 No MI 20370201 6.12 No MI 20370201 6.12 No MI 20370101 5.87 No MI 20370101 6.12 No MI 20370201 6.745 No MI 20370201 5.995 No MI 20370201 0.000 Xxxxxxxx MIC 20370201 6.245 PMI 20370101 6.37 No MI 20370201 6.62 No MI 20370201 5.995 No MI 20370201 5.745 No MI 20370201 6.245 No MI 20370201 7.12 Mortgage Guaranty In 20370201 7.245 No MI 20370201 6.495 No MI 20370201 6.745 PMI 20370201 5.745 No MI 20370201 7.62 PMI 20370201 6.87 No MI 20370201 7.12 No MI 20370201 6.12 No MI 20370101 5.87 No MI 20370201 5.995 No MI 20370201 6.12 No MI 20370101 6.12 No MI 20370201 5.995 No MI 20370101 5.62 No MI 20370201 6.245 No MI 20370101 6.62 No MI 20470101 5.62 No MI 20370201 5.995 No MI 20361001 6.12 No MI 20370201 6.12 No MI 20361001 6.62 No MI 20370201 5.495 No MI 20370201 5.37 No MI 20370201 6.495 No MI 20370101 5.995 No MI 20370201 7.245 No MI 20361001 6.12 No MI 20370201 6.12 No MI 20370201 6.245 No MI 20370101 5.495 No MI 20370201 5.995 No MI 20370101 5.62 No MI 20370101 6.745 No MI 20370101 6.245 No MI 20370101 6.245 No MI 20370101 6.12 No MI 20370201 6.12 No MI 20370201 5.745 No MI 20370101 5.995 No MI 20370201 6.37 No MI 20370201 5.995 No MI 20370201 7.12 No MI 20370201 5.87 No MI 20370101 5.87 No MI 20370101 5.995 No MI 20370201 5.62 No MI 20370201 5.87 No MI 20370201 6.12 No MI 20470201 6.37 No MI 20370201 5.995 No MI 20370101 6.12 No MI 20370101 6.62 No MI 20370201 5.62 No MI 20370201 5.745 No MI 20370201 6.12 No MI 20370201 5.995 No MI 20370201 5.62 No MI 20360701 6.495 PMI 20370101 5.995 No MI 20370101 5.995 No MI 20370101 5.745 No MI 20370101 5.37 No MI 20370201 6.495 United Guaranty 20370201 6.62 No MI 20370201 6.62 No MI 20370201 5.995 No MI 20370201 6.495 No MI 20370201 6.495 No MI 20370201 6.495 United Guaranty 20370201 5.87 No MI 20370201 6.495 No MI 20370101 6.12 No MI 20370201 5.62 No MI 20370201 6.37 No MI 20370101 7.62 No MI 20370101 7.12 No MI 20370201 5.745 No MI 20370201 6.37 No MI 20370101 6.495 No MI 20370201 5.995 No MI 20370201 6.495 No MI 20370201 5.995 No MI 20370201 6.245 No MI 20370101 7.245 PMI 20370101 5.745 No MI 20361201 6.87 Republic MIC 20370101 6.995 No MI 20370201 6.37 No MI 20370201 6.245 No MI 20370201 7.745 Radian Guaranty 20370201 6.495 No MI 20370101 5.995 No MI 20370201 6.245 No MI 20370101 6.87 No MI 20370201 7.245 No MI 20370101 6.87 United Guaranty 20370201 5.995 No MI 20370201 6.495 No MI 20370201 6.37 No MI 20370201 6.62 No MI 20370201 6.37 No MI 20370201 5.495 No MI 20370101 6.245 PMI 20370201 7.12 No MI 20370201 7.245 No MI 20370101 6.12 No MI 20370201 5.995 No MI 20370201 7.495 No MI 20370201 6.12 No MI 20370101 5.995 No MI 20370101 6.12 No MI 20370201 5.995 No MI 20370201 5.995 No MI 20370201 6.62 No MI 20370101 7.245 United Guaranty 20370201 6.37 No MI 20370201 5.62 No MI 20370201 6.87 No MI 20370201 6.495 No MI 20370201 6.62 No MI 20370201 5.87 No MI 20370201 6.495 No MI 20370201 6.495 No MI 20370201 6.37 No MI 20370201 6.12 No MI 20270201 7.37 No MI 20370101 5.995 No MI 20370101 5.87 No MI 20370201 6.245 No MI 20370201 7.995 No MI 20370201 5.87 No MI 20370201 6.745 No MI 20370201 6.495 No MI 20370201 6.62 PMI 20370201 6.37 No MI 20370201 6.495 No MI 20370201 6.995 No MI 20370201 6.62 Xx XX 00000000 5.995 Republic MIC 20370201 7.12 Republic MIC 20370201 6.995 No MI 20370201 5.725 No MI 20370201 5.87 No MI 20370201 5.87 No MI 20470201 6.12 No MI 20370201 5.12 No MI 20370201 5.87 No MI 20370201 5.495 No MI 20370201 5.995 No MI 20370201 6.37 No MI 20370201 6.37 No MI 20370201 6.37 No MI 20370101 7.12 Radian Guaranty 20370201 6.12 No MI 20370201 5.62 No MI 20370201 6.62 No MI 20370201 7.245 No MI 20370201 6.495 No MI 20370201 7.87 No MI 20370201 6.87 No MI 20370201 6.245 No MI 20370201 6.87 No MI 20370201 6.745 No MI 20370101 6.495 No MI 20370201 5.87 No MI 20370201 6.245 No MI 20370101 5.745 No MI 20370201 6.37 Xx XX 00000000 0.000 Xxxxxxxx MIC 20370101 6.12 No MI 20370201 6.495 No MI 20370201 6.12 No MI 20370201 6.495 PMI 20370201 6.245 No MI 20370201 6.995 No MI 20370201 6.12 No MI 20370201 6.12 No MI 20370201 6.37 No MI 20370201 5.995 No MI 20370201 6.37 No MI 20370201 7.12 No MI 20370201 6.245 No MI 20370201 6.12 No MI 20370201 6.995 No MI 20370201 7.37 Republic MIC 20370201 6.37 No MI 20370201 6.495 No MI 20370201 5.995 No MI 20370201 5.995 No MI 20370101 6.745 No MI 20370201 5.62 No MI 20370201 6.245 No MI 20370201 6.495 United Guaranty 20370201 6.495 No MI 20370201 5.87 No MI 20370201 6.12 Republic MIC 20370201 6.12 No MI 20370201 5.745 No MI 20370201 7.745 No MI 20370201 5.995 No MI 20370201 6.87 Mortgage Guaranty In 20370201 5.87 No MI 20370201 6.62 No MI 20370201 7.245 United Guaranty 20370101 7.12 No MI 20370201 6.12 No MI 20370201 7.495 PMI 20370201 5.87 No MI 20370201 6.495 Republic MIC 20370201 6.245 No MI 20370201 7.745 PMI 20370201 6.245 No MI 20370201 6.12 No MI 20370201 5.995 No MI 20370101 6.245 No MI 20361201 5.87 No MI 20370201 5.87 No MI 20370201 6.12 No MI 20370101 6.995 No MI 20370101 5.995 No MI 20370101 6.12 No MI 20370101 6.62 No MI 20370201 6.245 No MI 20370201 6.37 Xx XX 00000000 0.000 Xxxxxxxx MIC 20370201 7.245 Mortgage Guaranty In 20370201 6.245 No MI 20370101 6.495 No MI 20370201 6.245 No MI 20370201 7.245 United Guaranty 20370201 5.37 No MI 20370201 5.995 No MI 20370201 6.245 No MI 20370101 6.995 No MI 20370201 6.995 Mortgage Guaranty In 20370201 5.995 No MI 20370201 6.245 No MI 20370101 6.62 Republic MIC 20370101 6.12 No MI 20370101 6.12 No MI 20370201 7.12 Republic MIC 20370201 5.725 No MI 20370201 6.37 No MI 20370201 6.12 No MI 20370201 6.245 No MI 20370201 6.245 No MI 20370201 6.745 United Guaranty 20370201 6.245 Republic MIC 20370101 5.995 No MI 20370201 6.62 No MI 20370201 5.745 No MI 20370201 6.245 No MI 20370201 6.62 No MI 20370201 5.995 No MI 20370201 6.995 No MI 20370101 5.62 No MI 20370201 6.745 No MI 20370101 6.995 No MI 20370201 6.62 No MI 20370201 7.245 PMI 20370201 5.87 No MI 20370101 5.87 No MI 20370201 5.995 No MI 20370201 5.62 No MI 20370201 5.87 No MI 20370201 5.995 No MI 20370201 5.725 No MI 20370201 5.87 No MI 20370201 6.12 No MI 20270201 6.12 No MI 20370201 5.245 No MI 20370201 6.12 No MI 20370201 5.995 No MI 20370201 6.245 No MI 20370201 5.725 No MI 20370201 5.12 No MI 20370201 6.62 No MI 20370201 5.87 No MI 20370201 5.87 No MI 20370201 5.995 No MI 20370201 5.495 No MI 20370101 6.12 No MI 20370201 5.725 No MI 20370201 6.245 No MI 20370201 6.12 No MI 20370201 5.87 No MI 20370101 5.995 No MI 20370201 5.995 No MI 20370201 5.62 No MI 20370201 5.995 No MI 20370201 5.995 No MI 20370101 5.87 No MI 20370101 5.995 No MI 20370201 5.995 No MI 20370201 6.12 No MI 20370201 5.995 No MI 20370201 6.245 No MI 20370201 6.495 No MI 20370201 5.87 No MI 20370201 5.87 No MI 20370201 6.245 No MI 20370201 5.725 No MI 20370201 6.495 No MI 20370101 5.995 No MI 20370101 5.87 No MI 20370201 6.12 No MI 20370201 5.62 No MI 20370201 5.725 No MI 20370101 5.995 No MI 20370201 6.495 No MI 20370201 6.245 No MI 20370201 5.745 No MI 20370201 5.62 No MI 20370101 5.745 No MI 20370201 5.87 No MI 20370201 5.87 No MI 20370201 5.995 No MI 20370101 5.87 No MI 20370201 5.725 No MI 20370101 6.495 No MI 20370201 6.37 No MI 20370201 5.995 No MI 20370201 5.995 No MI 20370201 6.245 No MI 20370201 6.37 No MI 20370201 5.87 No MI 20370201 5.725 No MI 20370101 5.725 No MI 20370201 6.495 No MI 20370201 5.87 No MI 20370201 5.725 No MI 20370201 5.725 No MI 20370101 5.995 No MI 20370201 5.87 No MI 20270201 5.745 No MI 20370201 5.62 No MI 20370201 6.495 No MI 20370201 6.245 No MI 20370201 6.62 No MI 20370201 5.725 No MI 20370201 6.245 No MI 20370201 5.995 No MI 20470201 6.12 No MI 20370101 6.12 No MI 20370201 5.995 No MI 20370201 5.725 No MI 20370201 6.37 No MI 20370201 5.725 No MI 20360701 5.725 No MI 20370201 5.995 No MI 20370201 5.995 No MI 20370201 7.245 No MI 20370201 6.995 United Guaranty 20370201 6.37 No MI 20370201 6.495 No MI 20370201 6.12 No MI 20370201 6.12 No MI 20370201 6.245 No MI 20370201 5.37 No MI 20370101 5.62 No MI 20370201 5.495 No MI 20370201 6.245 PMI 20370201 5.995 No MI 20370101 5.745 No MI 20370101 6.12 No MI 20370201 6.12 No MI 20370201 5.995 No MI 20370201 5.725 No MI 20370101 5.87 No MI 20270201 5.725 No MI 20370201 5.725 No MI 20370201 6.12 No MI 20370201 6.12 No MI 20370101 5.87 No MI 20370101 5.725 No MI 20370201 5.725 No MI 20370201 6.12 No MI 20370201 6.37 No MI 20370201 5.725 No MI 20370101 5.87 No MI 20370201 6.37 No MI 20361201 6.495 No MI 20370201 5.995 No MI 20370201 5.995 No MI 20370201 6.12 No MI 20370101 6.12 No MI 20370201 5.62 No MI 20370201 5.725 No MI 20370201 5.62 No MI 20370101 7.495 No MI 20370201 5.87 No MI 20370101 6.495 No MI 20370101 5.615 No MI 20370201 5.62 No MI 20370201 5.725 PMI 20370201 5.995 No MI 20370201 5.995 No MI 20370201 5.995 No MI 20370201 5.995 No MI 20370201 5.725 No MI 20370201 5.495 No MI 20370201 5.995 No MI 20370201 5.87 No MI 20370201 5.87 No MI 20370201 5.495 No MI 20370201 5.495 No MI 20370101 6.245 No MI 20370201 6.245 No MI 20370201 5.87 No MI 20370201 5.725 No MI 20370201 5.87 No MI 20370101 6.12 No MI 20370201 5.995 No MI 20370201 5.995 No MI 20370201 5.725 No MI 20470201 5.995 No MI 20351101 5.495 No MI 20460801 6.87 GE Xxxxxxx XX 00000000 5.995 No MI 20370101 5.995 No MI 20370201 5.995 No MI 20370201 6.495 No MI 20370201 6.12 No MI 20370201 5.495 No MI 20370201 5.995 No MI 20350201 5.87 No MI 20370201 5.495 No MI 20361101 6.995 No MI 20370201 5.495 No MI 20370201 6.37 No MI 20370201 5.995 No MI 20370201 5.87 No MI 20370101 5.995 No MI 20370201 5.87 No MI 20370201 5.87 No MI 20370201 5.995 No MI 20370201 5.87 No MI 20370201 6.245 No MI 20370101 6.37 No MI 20370201 5.745 No MI 20370201 6.245 No MI 20370201 5.995 No MI 20361201 6.255 No MI 20370101 5.87 No MI 20370101 5.495 No MI 20370201 5.245 No MI 20370201 5.725 No MI 20370201 7.12 No MI 20370101 6.12 No MI 20361101 6.62 No MI 20370201 5.995 No MI 20370201 6.12 No MI 20370101 5.995 No MI 20370201 6.87 No MI 20370201 6.995 PMI 20370201 5.725 No MI 20370201 6.62 No MI 20370201 6.12 No MI 20370201 6.87 No MI 20370201 5.745 No MI 20370101 5.995 PMI 20361001 7.245 No MI 20370201 5.725 No MI 20370101 5.87 No MI 20370201 5.87 No MI 20370201 5.725 No MI 20370201 5.87 No MI 20370201 5.995 No MI 20370201 5.87 No MI 20370201 5.725 No MI 20370201 6.495 No MI 20370101 5.995 No MI 20370201 5.37 No MI 20370201 6.245 No MI 20370101 6.12 No MI 20370201 5.725 No MI 20370101 6.12 No MI 20370201 5.87 No MI 20370201 5.995 No MI 20370201 5.995 No MI 20370201 6.12 No MI 20370201 5.745 No MI 20370101 5.995 No MI 20370101 6.12 No MI 20370201 6.245 No MI 20370201 5.995 No MI 20370201 6.245 No MI 20370201 5.87 No MI 20361001 6.37 No MI 20360201 6.12 No MI 20370201 5.87 No MI 20370101 5.87 No MI 20370201 5.995 No MI 20370101 5.87 No MI 20370201 6.12 No MI 20370201 6.12 No MI 20370201 6.495 No MI 20361101 5.995 No MI 20370101 5.995 No MI 20361001 6.37 No MI 20370101 5.995 No MI 20361001 6.495 No MI 20370201 5.62 No MI 20370101 6.37 No MI 20370201 6.37 No MI 20370201 5.87 No MI 20370201 5.745 No MI 20370101 5.995 No MI 20370201 6.37 No MI 20370201 5.745 No MI 20370201 6.37 No MI 20370201 5.725 No MI 20370201 5.745 No MI 20370201 6.495 No MI 20370201 5.87 No MI 20370201 6.12 No MI 20330201 5.745 No MI 20370201 6.37 No MI 20370201 6.12 No MI 20370201 5.745 No MI 20370201 5.87 No MI 20370201 5.995 No MI 20370201 5.725 No MI 20370101 5.995 No MI 20370101 5.87 No MI 20370101 5.87 No MI 20370101 6.495 No MI 20370101 5.87 PMI 20370101 5.995 No MI 20370201 5.995 No MI 20370201 5.88 No MI 20370201 5.995 No MI 20370101 5.745 No MI 20370201 6.37 No MI 20370201 5.995 No MI 20370201 6.745 No MI 20370201 5.995 No MI 20370201 5.745 No MI 20370201 5.725 No MI 20370101 5.87 No MI 20370101 5.745 No MI 20470201 5.995 No MI 20370201 5.87 No MI 20370201 5.745 No MI 20370201 5.725 No MI 20370201 6.62 No MI 20370201 6.12 No MI 20370201 5.87 No MI 20370101 5.725 No MI 20370201 5.37 No MI 20370201 5.87 No MI 20370201 5.87 No MI 20370201 5.995 No MI 20370201 5.62 No MI 20370201 5.995 No MI 20370101 6.12 No MI 20370201 5.745 No MI 20370201 6.12 No MI 20370201 5.995 No MI 20370101 5.745 No MI 20370101 5.995 No MI 20370201 5.995 No MI 20370201 5.62 No MI 20370201 5.87 No MI 20360901 5.995 No MI 20370201 5.995 No MI 20370201 5.495 No MI 20370201 5.62 No MI 20370101 7.245 No MI 20370201 5.725 No MI 20370201 5.995 No MI 20370201 5.995 No MI 20370201 5.495 No MI 20370201 5.995 No MI 20370201 5.725 No MI 20370201 5.495 No MI 20370201 5.745 No MI 20370201 5.725 No MI 20370201 5.995 No MI 20370201 5.745 No MI 20370201 6.495 No MI 20370101 6.495 No MI 20370201 6.12 No MI 20370201 6.62 No MI 20370201 5.995 No MI 20370201 5.62 No MI 20370201 5.725 No MI 20370101 6.37 No MI 20370101 6.12 No MI 20370101 5.495 No MI 20361201 6.22 No MI 20370201 5.87 No MI 20370201 6.495 No MI 20370101 7.12 No MI 20370201 6.12 No MI 20470201 5.87 No MI 20370201 6.495 No MI 20370201 6.12 No MI 20370201 5.745 No MI 20370201 6.245 No MI 20370201 5.995 No MI 20370201 5.745 No MI 20370201 5.995 No MI 20370201 6.12 No MI 20370201 5.995 No MI 20361201 6.745 No MI 20370201 5.995 No MI 20370101 5.87 No MI 20370201 6.495 No MI 20370201 5.995 No MI 20370201 5.995 No MI 20370101 5.995 No MI 20361201 6.495 No MI 20370201 5.87 No MI 20370101 6.37 No MI 20361201 6.245 No MI 20361201 6.37 No MI 20361201 6.245 PMI 20351101 4.87 No MI 20370101 7.245 No MI 20370101 5.995 No MI 20330101 5.62 No MI 20341201 5.87 No MI 20350701 6.12 No MI 20360801 6.62 No MI 20360801 6.37 No MI 20360801 6.62 No MI 20360701 6.495 No MI 20360801 6.37 No MI 20360801 6.245 No MI 20360801 5.87 No MI 20360801 6.37 No MI 20360901 6.745 No MI 20360801 6.495 No MI 20360901 6.495 No MI 20360901 6.62 No MI 20360901 6.495 No MI 20360901 6.745 No MI 20360901 6.62 No MI 20360901 6.62 No MI 20360901 6.495 No MI 20360601 6.37 No MI 20360801 6.37 No MI 20360901 6.87 No MI 20361201 6.245 No MI 20361201 5.995 No MI 20361201 6.12 No MI 20361201 6.12 No MI 20370101 6.245 No MI 20370101 6.12 No MI 20370101 6.12 No MI 20370101 6.12 No MI 20370101 5.87 No MI 20370101 5.995 No MI 20370101 6.12 No MI 20361201 6.245 No MI 20361101 6.12 No MI 20361201 6.12 No MI 20361201 6.245 No MI 20361201 6.12 No MI 20361201 5.995 No MI 20370101 5.995 No MI 20370101 5.995 No MI 20370101 6.12 Mortgage Guaranty In 20360901 6.37 No MI 20360901 6.245 No MI 20360901 6.12 No MI 20360901 6.495 No MI 20361001 6.495 No MI 20361001 6.745 Radian Guaranty 20361001 6.12 No MI 20361001 5.87 GE Xxxxxxx XX 00000000 6.495 No MI 20361001 6.37 No MI 20361001 6.245 No MI 20361101 6.245 No MI 20361101 6.62 No MI 20361101 6.12 No MI 20361101 6.245 No MI 20361201 6.12 GE Capital MI 20361201 6.12 No MI 20361101 6.37 No MI 20361101 6.245 No MI 20361101 6.12 No MI 20361201 6.12 No MI 20361201 6.12 No MI 20361101 6.37 No MI 20361201 6.495 No MI 20361101 5.745 No MI 20361101 6.12 No MI 20361201 6.37 No MI 20361201 6.245 No MI 20361101 6.37 No MI 20361201 5.995 No MI 20361201 6.12 No MI 20361101 6.12 No MI 20361101 6.245 No MI 20361201 6.495 No MI 20361201 6.37 No MI 20361201 5.995 No MI 20361201 6.245 No MI 20361101 6.12 No MI 20361201 6.245 No MI 20361201 5.995 No MI 20361201 5.995 No MI 20361201 6.62 No MI 20361201 6.12 No MI 20361201 5.62 No MI 20361201 6.12 No MI 20361201 6.12 No MI 20361201 6.495 No MI 20361201 6.12 No MI 20361201 5.995 No MI 20361201 6.37 No MI 20361201 5.995 No MI 20361201 5.62 No MI 20361201 5.995 No MI 20361201 6.12 No MI 20361201 6.495 No MI 20370101 5.995 No MI 20361201 5.995 No MI 20370101 5.995 No MI 20370101 6.245 No MI 20361201 6.12 No MI 20361201 6.495 No MI 20361201 6.245 No MI 20370101 5.995 No MI 20370101 6.12 No MI 20370101 5.995 No MI 20370101 6.12 No MI 20370101 5.995 No MI 20361201 6.245 No MI 20361001 6.245 No MI 20361101 6.245 No MI 20361101 6.245 No MI 20361201 5.87 No MI 20361201 6.12 No MI 20361201 6.245 No MI 20361201 6.12 No MI 20370101 6.12 No MI 20370101 5.995 No MI 20361101 6.495 GE Capital MI 20361201 6.37 No MI 20361201 6.995 No MI 20361201 6.12 No MI 20360901 6.995 No MI 20361001 6.62 No MI 20361201 6.12 No MI 20370101 6.745 No MI 20361201 6.245 No MI 20370101 6.12 No MI 20360601 6.37 No MI 20361001 6.12 No MI 20361101 6.12 No MI 20361201 5.995 No MI 20361201 6.12 No MI 20361101 5.995 No MI 20361201 6.37 No MI 20361201 5.995 No MI 20361201 6.12 No MI 20361201 6.12 No MI 20370101 6.12 No MI 20370101 6.745 No MI 20361201 6.12 No MI 20370101 6.12 No MI 20370101 6.245 No MI 20361201 6.12 No MI 20360901 6.37 No MI 20361001 6.245 No MI 20361201 6.12 No MI 20361201 5.995 No MI 20370101 5.995 No MI 20370101 5.995 No MI 20360901 6.495 No MI 20361201 6.12 No MI 20361101 6.37 No MI 20361101 6.12 No MI 20361101 5.995 No MI 20361101 6.12 No MI 20361101 6.37 No MI 20361201 6.62 No MI 20361201 6.12 No MI 20361201 6.745 No MI 20361201 6.12 No MI 20361201 6.745 No MI 20361201 6.745 No MI 20361201 6.12 No MI 20361201 6.245 No MI 20370101 5.87 GE Capital MI 20361201 6.12 No MI 20370101 5.62 No MI 20361201 6.245 No MI 20361201 6.37 No MI 20370101 6.62 No MI 20370101 6.12 No MI 20361201 6.12 No MI 20361201 5.87 No MI 20361201 6.745 No MI 20370101 6.12 No MI 20370101 5.995 No MI 20370101 5.995 No MI 20370101 6.245 No MI 20370101 6.245 No MI 20370101 5.995 No MI 20361101 6.37 No MI 20361101 5.995 No MI 20361101 6.245 No MI 20361101 5.87 No MI 20361201 5.745 No MI 20361201 5.495 No MI 20361101 6.12 No MI 20361201 6.12 No MI 20361201 6.37 No MI 20361201 6.745 No MI 20361201 6.745 No MI 20361201 6.12 No MI 20361201 6.62 No MI 20361201 6.12 No MI 20361201 6.245 No MI 20361201 6.12 No MI 20361201 6.245 No MI 20370101 5.995 No MI 20361001 6.245 No MI 20361101 6.37 No MI 20361101 6.12 No MI 20361001 6.495 No MI 20360901 6.62 No MI 20361001 6.495 No MI 20361101 6.37 No MI 20361101 5.995 No MI 20361101 6.12 No MI 20361101 6.245 No MI 20361101 6.245 No MI 20361101 6.495 No MI 20361101 5.995 No MI 20361201 6.12 No MI 20361201 6.37 No MI 20361201 6.37 No MI 20361201 6.12 No MI 20361201 6.245 No MI 20360901 6.37 No MI 20361001 6.37 No MI 20361001 6.12 No MI 20361101 6.495 No MI 20361101 5.745 No MI 20361201 5.995 No MI 20361201 6.245 No MI 20361201 6.12 No MI 20370101 6.12 No MI 20370101 6.12 Xx XX 00000000 6.745 Radian Guaranty 20361201 6.245 Radian Guaranty 20370101 5.995 No MI 20361201 5.995 No MI 20360901 6.495 No MI 20360901 6.245 No MI 20361201 6.12 No MI 20361001 6.245 No MI 20361101 6.12 No MI 20361101 6.12 No MI 20361101 6.37 No MI 20361101 6.37 No MI 20361201 6.245 No MI 20361201 6.62 No MI 20361201 6.12 No MI 20361201 6.12 No MI 20361201 6.12 No MI 20361201 5.87 No MI 20370101 6.62 No MI 20361201 5.995 No MI 20370101 5.995 No MI 20361001 6.245 No MI 20361201 5.995 No MI 20361201 6.37 Radian Guaranty 20361201 5.62 No MI 20360501 6.245 No MI 20360801 6.12 No MI 20360801 6.37 No MI 20360901 6.62 No MI 20360901 6.37 No MI 20360901 6.495 No MI 20360901 6.495 No MI 20361101 6.495 No MI 20360901 6.37 No MI 20360901 6.37 No MI 20360901 6.245 No MI 20360901 6.245 No MI 20360901 6.37 No MI 20360901 6.12 No MI 20361001 6.245 No MI 20361001 6.245 No MI 20361101 6.12 No MI 20360901 5.995 No MI 20361201 6.12 No MI 20361001 6.245 No MI 20361201 6.12 No MI 20361101 6.12 No MI 20361101 6.12 No MI 20361001 6.245 No MI 20361101 6.12 No MI 20361201 6.12 No MI 20370101 6.12 No MI 20370101 6.12 No MI 20361001 6.37 No MI 20361001 6.12 No MI 20361201 6.12 No MI 20361101 6.245 No MI 20361101 6.37 No MI 20361201 5.62 No MI 20361201 6.12 No MI 20361201 6.37 No MI 20361201 6.37 No MI 20361201 5.995 No MI 20370101 5.995 No MI 20370101 5.745 No MI 20370101 6.37 No MI 20370101 6.12 No MI 20361101 6.245 No MI 20361101 5.995 No MI 20361101 6.37 No MI 20361201 6.245 No MI 20361201 6.37 No MI 20361201 6.745 No MI 20361201 6.37 No MI 20361201 6.245 No MI 20361201 6.245 No MI 20361201 6.12 No MI 20361201 6.12 No MI 20361201 6.12 No MI 20361201 6.245 No MI 20361201 6.495 No MI 20370101 6.12 No MI 20361201 5.995 No MI 20370101 5.995 No MI 20361201 6.12 No MI 20370101 6.12 No MI 20370101 5.995 No MI 20361201 6.12 No MI 20361201 6.12 No MI 20370101 6.245 No MI 20361001 6.12 Radian Guaranty 20361101 6.62 No MI 20361201 5.995 No MI 20361101 6.12 No MI 20361201 6.37 No MI 20370101 6.12 No MI 20361201 6.37 No MI 20361001 6.12 No MI 20361201 6.12 No MI 20361201 6.245 No MI 20370101 5.995 No MI 20361201 6.12 No MI 20361201 5.995 No MI 20361201 6.245 No MI 20361201 6.245 Radian Guaranty 20361201 6.245 GE Capital MI 20370101 6.12 No MI 20361201 6.245 No MI 20370101 5.995 No MI 20370101 5.495 No MI 20361101 6.495 No MI 20361201 6.12 No MI 20361201 5.87 No MI 20361101 6.245 No MI 20361201 6.37 No MI 20361201 6.37 No MI 20370101 5.995 No MI 20370101 6.12 No MI 20361201 6.12 No MI 20370101 6.495 No MI 20361001 6.245 No MI 20361001 6.62 No MI 20361101 6.245 No MI 20361201 6.12 No MI 20361201 6.12 No MI 20361201 6.245 No MI 20370101 5.995 No MI 20370101 5.995 No MI 20360901 6.495 No MI 20361201 5.995 No MI 20361201 6.12 No MI 20361201 6.12 No MI 20370101 5.995 No MI 20370101 6.12 No MI 20370101 6.12 No MI 20361101 5.995 No MI 20361201 5.995 No MI 20361201 6.62 No MI 20360901 6.745 Mortgage Guaranty In 20361001 6.87 Radian Guaranty 20361101 6.62 No MI 20361101 6.37 No MI 20361201 5.995 No MI 20370101 6.495 Radian Guaranty 20370101 5.995 No MI 20361101 6.37 No MI 20361201 6.245 No MI 20361201 6.12 No MI 20361101 6.995 No MI 20361201 6.245 No MI 20361201 6.12 PMI 20361201 6.245 No MI 20361201 6.245 No MI 20361201 6.245 No MI 20361201 6.37 No MI 20361201 6.37 No MI 20361201 6.62 No MI 20361201 6.745 No MI 20361201 6.12 No MI 20361201 6.745 No MI 20361201 6.495 No MI 20361201 6.245 No MI 20361201 6.37 No MI 20361201 7.37 Mortgage Guaranty In 20361201 6.495 No MI 20361201 6.245 Mortgage Guaranty In 20361101 5.87 No MI 20361201 6.495 No MI 20361201 6.37 No MI 20361201 6.245 No MI 20361101 6.37 No MI 20361201 6.12 No MI 20361101 7.12 Mortgage Guaranty In 20311201 6.62 No MI 20361201 6.245 No MI 20361201 6.245 No MI 20361201 6.12 No MI 20361201 6.12 No MI 20361201 6.37 No MI 20361201 6.245 No MI 20361201 6.12 No MI 20361101 6.62 No MI 20351001 5.995 No MI 20361201 6.245 No MI 20360801 6.495 No MI MATURITY_DATE BALLOON AMORT_TERM1 ------------- ------- ----------- 20370101 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361101 No 360 20361201 No 360 20361101 No 360 20361101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20270201 No 240 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20361001 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20361201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20360601 No 353 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20270201 No 240 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20270201 No 240 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370101 No 360 20370201 No 360 20370301 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20361201 No 360 20370201 No 360 20370101 No 360 20370101 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20270201 No 240 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370101 No 360 20470101 Yes 480 20370201 No 360 20361001 No 360 20370201 No 360 20361001 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20361001 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20470201 Yes 480 20370201 No 360 20370101 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20360701 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370101 No 360 20361201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20270201 No 240 20370101 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20470201 Yes 480 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370301 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20361201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20270201 No 240 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20270201 No 240 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20470201 Yes 480 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20360701 No 353 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20270201 No 240 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20361201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370101 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20470201 Yes 480 20351101 No 360 20460801 Yes 480 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20350201 No 336 20370201 No 360 20361101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20361201 No 360 20370101 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20361101 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20361001 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20361001 No 360 20360201 No 348 20370201 No 360 20370101 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20361101 No 360 20370101 No 360 20361001 No 360 20370101 No 360 20361001 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20330201 No 312 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370101 No 360 20470201 Yes 480 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20360901 No 355 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20361201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20470201 Yes 480 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20361201 No 360 20370201 No 360 20370101 No 360 20370201 No 360 20370201 No 360 20370201 No 360 20370101 No 360 20361201 No 360 20370201 No 360 20370101 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20351101 No 360 20370101 No 360 20370101 No 360 20330101 No 352 20341201 No 349 20350701 No 351 20360801 No 360 20360801 No 360 20360801 No 360 20360701 No 360 20360801 No 360 20360801 No 360 20360801 No 360 20360801 No 360 20360901 No 360 20360801 No 360 20360901 No 360 20360901 No 360 20360901 No 360 20360901 No 360 20360901 No 360 20360901 No 360 20360901 No 360 20360601 No 360 20360801 No 360 20360901 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20361201 No 360 20361101 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20360901 No 360 20360901 No 360 20360901 No 360 20360901 No 360 20361001 No 360 20361001 No 360 20361001 No 360 20361001 No 360 20361201 No 360 20361001 No 360 20361001 No 360 20361101 No 360 20361101 No 360 20361101 No 360 20361101 No 360 20361201 No 360 20361201 No 360 20361101 No 360 20361101 No 360 20361101 No 360 20361201 No 360 20361201 No 360 20361101 No 360 20361201 No 360 20361101 No 360 20361101 No 360 20361201 No 360 20361201 No 360 20361101 No 360 20361201 No 360 20361201 No 360 20361101 No 360 20361101 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361101 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20370101 No 360 20361201 No 360 20370101 No 360 20370101 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20361201 No 360 20361001 No 360 20361101 No 360 20361101 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20370101 No 360 20370101 No 360 20361101 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20360901 No 360 20361001 No 360 20361201 No 360 20370101 No 360 20361201 No 360 20370101 No 360 20360601 No 360 20361001 No 360 20361101 No 360 20361201 No 360 20361201 No 360 20361101 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20370101 No 360 20370101 No 360 20361201 No 360 20370101 No 360 20370101 No 360 20361201 No 360 20360901 No 360 20361001 No 360 20361201 No 360 20361201 No 360 20370101 No 360 20370101 No 360 20360901 No 360 20361201 No 360 20361101 No 360 20361101 No 360 20361101 No 360 20361101 No 360 20361101 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20370101 No 360 20361201 No 360 20370101 No 360 20361201 No 360 20361201 No 360 20370101 No 360 20370101 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20361101 No 360 20361101 No 360 20361101 No 360 20361101 No 360 20361201 No 360 20361201 No 360 20361101 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20370101 No 360 20361001 No 360 20361101 No 360 20361101 No 360 20361001 No 360 20360901 No 360 20361001 No 360 20361101 No 360 20361101 No 360 20361101 No 360 20361101 No 360 20361101 No 360 20361101 No 360 20361101 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20360901 No 360 20361001 No 360 20361001 No 360 20361101 No 360 20361101 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20370101 No 360 20370101 No 360 20361101 No 360 20361201 No 360 20370101 No 360 20361201 No 360 20360901 No 360 20360901 No 360 20361201 No 360 20361001 No 360 20361101 No 360 20361101 No 360 20361101 No 360 20361101 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20370101 No 360 20361201 No 360 20370101 No 360 20361001 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20360501 No 360 20360801 No 360 20360801 No 360 20360901 No 360 20360901 No 360 20360901 No 360 20360901 No 360 20361101 No 360 20360901 No 360 20360901 No 360 20360901 No 360 20360901 No 360 20360901 No 360 20360901 No 360 20361001 No 360 20361001 No 360 20361101 No 360 20360901 No 360 20361201 No 360 20361001 No 360 20361201 No 360 20361101 No 360 20361101 No 360 20361001 No 360 20361101 No 360 20361201 No 360 20370101 No 360 20370101 No 360 20361001 No 360 20361001 No 360 20361201 No 360 20361101 No 360 20361101 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20361101 No 360 20361101 No 360 20361101 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20370101 No 360 20361201 No 360 20370101 No 360 20361201 No 360 20370101 No 360 20370101 No 360 20361201 No 360 20361201 No 360 20370101 No 360 20361001 No 360 20361101 No 360 20361201 No 360 20361101 No 360 20361201 No 360 20370101 No 360 20361201 No 360 20361001 No 360 20361201 No 360 20361201 No 360 20370101 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20370101 No 360 20361201 No 360 20370101 No 360 20370101 No 360 20361101 No 360 20361201 No 360 20361201 No 360 20361101 No 360 20361201 No 360 20361201 No 360 20370101 No 360 20370101 No 360 20361201 No 360 20370101 No 360 20361001 No 360 20361001 No 360 20361101 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20370101 No 360 20370101 No 360 20360901 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20370101 No 360 20370101 No 360 20370101 No 360 20361101 No 360 20361201 No 360 20361201 No 360 20360901 No 360 20361001 No 360 20361101 No 360 20361101 No 360 20361201 No 360 20370101 No 360 20370101 No 360 20361101 No 360 20361201 No 360 20361201 No 360 20361101 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361101 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361101 No 360 20361201 No 360 20361101 No 360 20311201 No 300 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361201 No 360 20361101 No 360 20351001 No 360 20361201 No 360 20360801 No 360 MATURITY_DATE PP_DESC IO_PERIOD O_LTV ------------- ------- --------- ----- 20370101 NO PP 0 89.31 20361201 3Y PP 0 80 20361201 NO PP 0 80 20361201 NO PP 0 77.57 20361101 NO PP 120 95 20361201 NO PP 120 80 20361101 NO PP 120 89.61 20361101 NO PP 120 89.97 20370201 NO PP 120 67.5 20370201 NO PP 0 80 20370201 NO PP 120 68.54 20370101 NO PP 0 80 20370101 NO PP 0 80 20370101 NO PP 0 90 20370201 NO PP 120 28.72 20370201 NO PP 0 90 20370201 NO PP 0 80 20370201 NO PP 120 75.93 20370201 NO PP 120 88.63 20370201 NO PP 120 70.31 20370201 NO PP 120 70 20370201 NO PP 120 83.68 20370201 NO PP 120 100 20370201 NO PP 0 59.24 20370201 NO PP 120 96.32 20370201 NO PP 120 99.99 20370201 NO PP 120 89.99 20370201 NO PP 0 89.86 20370201 NO PP 0 80 20370201 NO PP 0 72 20370201 NO PP 0 95 20370201 NO PP 120 80 20370201 NO PP 120 100 20370201 NO PP 120 42.03 20370201 NO PP 120 88.54 20370201 NO PP 0 79.72 20370201 NO PP 0 60.93 20370201 NO PP 120 80 20370201 NO PP 120 78.96 20370201 NO PP 120 90 20370201 NO PP 0 74.36 20370201 NO PP 120 80 20370101 NO PP 0 80 20370201 NO PP 0 91.75 20370201 NO PP 120 75.88 20270201 NO PP 0 47.82 20370201 NO PP 120 80 20370201 NO PP 120 60 20370201 NO PP 120 74.73 20370201 NO PP 120 89.97 20361001 NO PP 0 90 20370201 NO PP 0 95 20370201 NO PP 120 60 20370201 NO PP 0 80 20370201 NO PP 120 90 20370201 NO PP 120 60 20370201 NO PP 120 95 20361201 NO PP 0 90 20370201 NO PP 120 89.98 20370201 NO PP 120 54.11 20370101 NO PP 0 80 20370201 NO PP 120 68.16 20370201 NO PP 120 64.38 20370101 NO PP 0 59.56 20370201 NO PP 120 72.73 20370201 NO PP 0 51.65 20370201 NO PP 0 35.48 20370201 NO PP 120 57.44 20370101 NO PP 120 47.37 20370101 NO PP 120 89.99 20370101 NO PP 120 80 20370201 NO PP 0 60 20370201 NO PP 0 68.28 20370201 NO PP 0 90 20370201 NO PP 120 82.8 20370201 NO PP 120 95 20370201 NO PP 120 89.29 20370201 NO PP 120 81.75 20370201 NO PP 120 99.8 20370201 NO PP 0 37.57 20370201 NO PP 0 45 20370201 NO PP 120 89.99 20370201 NO PP 0 82.86 20370201 NO PP 120 89.99 20370201 NO PP 0 88.35 20360601 NO PP 0 89.98 20370101 NO PP 120 70 20370201 NO PP 120 80 20370201 NO PP 120 53.89 20370201 NO PP 120 26.04 20370201 NO PP 0 90 20370201 NO PP 120 90 20370201 NO PP 0 61.9 20370201 NO PP 120 69.81 20370201 NO PP 0 79.87 20370101 NO PP 0 93.61 20370201 NO PP 0 70.35 20370201 NO PP 0 94.2 20370201 NO PP 120 51.25 20370201 NO PP 0 69.57 20370201 NO PP 0 59.94 20370201 NO PP 0 95 20370201 NO PP 120 90 20370201 NO PP 120 58.72 20270201 NO PP 0 67.43 20370201 NO PP 120 80 20370201 NO PP 120 89.9 20370101 NO PP 0 71.43 20370201 NO PP 120 79.92 20370201 NO PP 0 95 20370201 NO PP 120 80 20370201 NO PP 120 73.42 20370201 NO PP 0 95 20370201 NO PP 120 52.38 20370201 NO PP 120 95.01 20370201 NO PP 120 89.99 20370201 NO PP 120 69.85 20370201 NO PP 120 80 20370201 NO PP 0 73.16 20370201 NO PP 0 31.36 20370201 NO PP 120 85.71 20370201 NO PP 0 80 20270201 NO PP 0 89.87 20370201 NO PP 0 95 20370201 NO PP 120 60.93 20370201 NO PP 0 100 20370201 NO PP 0 58.33 20370201 NO PP 0 53.89 20370201 NO PP 120 84.07 20370201 NO PP 0 95 20370201 NO PP 120 80 20370201 NO PP 0 80 20370201 NO PP 120 53.36 20370101 NO PP 120 95 20370201 NO PP 0 87.14 20370201 NO PP 0 95 20370201 NO PP 120 63.37 20370201 NO PP 120 100 20370201 NO PP 120 99.99 20370201 NO PP 0 89.71 20370201 NO PP 0 80 20370201 NO PP 120 94.03 20370201 NO PP 120 89.87 20370201 NO PP 120 90 20370201 NO PP 0 60 20370101 NO PP 0 70 20370201 NO PP 120 80 20370201 NO PP 120 95 20370201 NO PP 0 87.52 20370201 NO PP 120 68.79 20370201 NO PP 120 79.95 20370201 NO PP 120 82.14 20370201 NO PP 120 72.73 20370201 NO PP 0 90 20370201 NO PP 120 91.67 20370201 NO PP 0 70 20370201 NO PP 120 89.89 20370201 NO PP 120 90 20370101 NO PP 0 90 20370101 NO PP 0 80 20370201 NO PP 120 89.42 20370301 NO PP 0 54.79 20370201 NO PP 0 78.74 20370201 NO PP 0 80 20370201 NO PP 120 80 20370201 NO PP 0 81 20370201 NO PP 0 67.57 20370201 NO PP 120 90 20370201 NO PP 0 79.26 20370201 NO PP 0 87.45 20370201 NO PP 120 76.58 20370201 NO PP 0 100 20370201 NO PP 0 95 20370201 NO PP 120 89.98 20370201 NO PP 120 80 20370201 NO PP 0 95 20370201 NO PP 0 32.41 20361201 NO PP 0 88.57 20370201 NO PP 120 59.73 20370101 NO PP 0 30.48 20370101 NO PP 120 95.01 20370201 NO PP 120 90 20370101 NO PP 0 89.99 20370201 NO PP 120 74.63 20370201 NO PP 0 79.71 20370201 NO PP 0 79.93 20370201 NO PP 0 95 20370201 NO PP 120 86.49 20370201 NO PP 0 90 20370201 NO PP 0 65.57 20370201 NO PP 120 52.69 20370201 NO PP 120 69.72 20370201 NO PP 120 80 20370201 NO PP 120 89.99 20370201 NO PP 0 92.69 20370101 NO PP 120 90 20370201 NO PP 0 90 20370201 NO PP 0 80 20370201 NO PP 0 72.99 20370201 NO PP 0 51.71 20370201 NO PP 120 79.97 20370201 NO PP 120 71.33 20370201 NO PP 0 100 20370201 NO PP 120 95 20370201 NO PP 120 95 20370201 NO PP 0 60 20370201 NO PP 120 85.91 20370201 NO PP 120 80 20370201 NO PP 120 80 20370201 NO PP 120 80 20370201 NO PP 0 79.97 20370201 NO PP 0 80 20270201 NO PP 0 60 20370201 NO PP 120 100 20370201 NO PP 0 77 20370201 NO PP 120 80 20370101 NO PP 120 95 20370201 NO PP 120 79.36 20370201 NO PP 0 79.11 20370201 NO PP 120 45.66 20370201 NO PP 120 99.94 20370201 NO PP 0 60 20370201 NO PP 120 82.27 20370201 NO PP 0 80 20370201 NO PP 120 55.96 20370201 NO PP 120 77.2 20370101 NO PP 120 89.1 20370101 NO PP 120 77.14 20370201 NO PP 0 80 20370201 NO PP 120 77.98 20370201 NO PP 0 90 20370201 NO PP 0 90 20370101 NO PP 0 77.86 20370201 NO PP 0 68.8 20370201 NO PP 120 99.99 20370201 NO PP 120 80 20370201 NO PP 0 80 20370201 NO PP 120 90 20370201 NO PP 0 90 20370201 NO PP 0 55.38 20370201 NO PP 0 90 20370201 NO PP 120 75.31 20370201 NO PP 0 85 20370201 NO PP 120 72.22 20370201 NO PP 0 75.46 20370201 NO PP 120 100 20370101 NO PP 0 72.2 20370201 NO PP 60 77.65 20370201 NO PP 0 78.74 20370101 NO PP 0 17.53 20370201 NO PP 120 80 20370101 NO PP 0 79.03 20370201 NO PP 60 79.5 20370101 NO PP 0 76.65 20470101 NO PP 0 49.6 20370201 NO PP 60 63.15 20361001 NO PP 0 55.46 20370201 NO PP 0 75 20361001 NO PP 0 80 20370201 NO PP 120 66.67 20370201 NO PP 0 89.99 20370201 NO PP 0 88.36 20370101 NO PP 0 68.09 20370201 NO PP 0 61.2 20361001 NO PP 0 15.83 20370201 NO PP 0 85.19 20370201 NO PP 0 89.99 20370101 NO PP 0 56.98 20370201 NO PP 0 74.36 20370101 NO PP 0 90 20370101 NO PP 0 74.99 20370101 NO PP 0 75.15 20370101 NO PP 0 60.26 20370101 NO PP 0 69.23 20370201 NO PP 0 80 20370201 NO PP 0 70.98 20370101 NO PP 0 69.94 20370201 NO PP 120 69.8 20370201 NO PP 0 45.29 20370201 NO PP 60 75 20370201 NO PP 0 65.85 20370101 NO PP 0 90 20370101 NO PP 0 80 20370201 NO PP 0 64.08 20370201 NO PP 60 84.98 20370201 NO PP 60 67.84 20470201 NO PP 0 68.15 20370201 NO PP 0 90 20370101 NO PP 60 81.69 20370101 NO PP 0 78.99 20370201 NO PP 0 69.08 20370201 NO PP 120 77.12 20370201 NO PP 0 70.72 20370201 NO PP 0 77.18 20370201 NO PP 60 95.02 20360701 NO PP 0 81.26 20370101 NO PP 0 78.43 20370101 NO PP 0 94.61 20370101 NO PP 60 85.94 20370101 NO PP 0 80 20370201 NO PP 0 85 20370201 NO PP 120 89.99 20370201 NO PP 0 70 20370201 NO PP 120 49.5 20370201 NO PP 120 85 20370201 NO PP 0 80 20370201 NO PP 0 95 20370201 NO PP 120 90 20370201 NO PP 120 100 20370101 NO PP 0 90 20370201 NO PP 120 95 20370201 NO PP 120 75.79 20370101 NO PP 0 59.48 20370101 NO PP 120 85.01 20370201 NO PP 0 44.44 20370201 NO PP 120 72.12 20370101 NO PP 0 80 20370201 NO PP 120 94.99 20370201 NO PP 120 89.9 20370201 NO PP 120 91.81 20370201 NO PP 120 86 20370101 NO PP 0 90 20370101 NO PP 0 55.56 20361201 NO PP 0 89.95 20370101 NO PP 0 84.29 20370201 NO PP 0 69.8 20370201 NO PP 0 80 20370201 NO PP 0 95 20370201 NO PP 120 65.48 20370101 NO PP 0 80 20370201 NO PP 120 100 20370101 NO PP 120 56 20370201 NO PP 120 79.99 20370101 NO PP 0 86.01 20370201 NO PP 120 100 20370201 NO PP 0 57.7 20370201 NO PP 0 79.38 20370201 NO PP 0 19.29 20370201 NO PP 0 46.79 20370201 NO PP 120 88.77 20370101 NO PP 0 95 20370201 NO PP 0 70 20370201 NO PP 0 60 20370101 NO PP 120 54.17 20370201 NO PP 120 87.3 20370201 NO PP 120 80 20370201 NO PP 120 80 20370101 NO PP 0 84.47 20370101 NO PP 120 100 20370201 NO PP 120 77.6 20370201 NO PP 120 82.83 20370201 NO PP 0 79.76 20370101 NO PP 0 95 20370201 NO PP 120 79.27 20370201 NO PP 120 94.44 20370201 NO PP 0 79.49 20370201 NO PP 0 79.02 20370201 NO PP 0 88.24 20370201 NO PP 120 55.71 20370201 NO PP 0 69.12 20370201 NO PP 120 75 20370201 NO PP 120 90 20370201 NO PP 120 78.25 20270201 NO PP 0 80 20370101 NO PP 0 58.11 20370101 NO PP 120 72.22 20370201 NO PP 120 89.97 20370201 NO PP 120 80 20370201 NO PP 120 99.83 20370201 NO PP 120 80 20370201 NO PP 0 90 20370201 NO PP 120 90 20370201 NO PP 120 98.59 20370201 NO PP 0 74.88 20370201 NO PP 0 47.62 20370201 NO PP 120 68.63 20370201 NO PP 0 88.7 20370201 NO PP 0 90 20370201 NO PP 120 100 20370201 NO PP 0 69.54 20370201 NO PP 0 80 20370201 NO PP 0 67.88 20470201 NO PP 0 75 20370201 NO PP 120 78.13 20370201 NO PP 60 90 20370201 NO PP 0 52.18 20370201 NO PP 0 75 20370201 NO PP 120 80 20370201 NO PP 120 80 20370201 NO PP 0 89.64 20370101 NO PP 120 90 20370201 NO PP 120 79.79 20370201 NO PP 0 80 20370201 NO PP 120 100 20370201 NO PP 120 60 20370201 NO PP 120 75 20370201 NO PP 0 60 20370201 NO PP 120 75.87 20370201 NO PP 0 96 20370201 NO PP 120 62.5 20370201 NO PP 0 65.31 20370101 NO PP 0 80 20370201 NO PP 120 80 20370201 NO PP 120 100 20370101 NO PP 0 83.31 20370201 NO PP 120 61.54 20370301 NO PP 0 90 20370101 NO PP 120 65.15 20370201 NO PP 120 80 20370201 NO PP 120 80 20370201 NO PP 120 84.24 20370201 NO PP 0 77.19 20370201 NO PP 0 60 20370201 NO PP 120 80 20370201 NO PP 120 95 20370201 NO PP 120 77.92 20370201 NO PP 120 43.21 20370201 NO PP 120 77.86 20370201 NO PP 120 60 20370201 NO PP 120 84.16 20370201 NO PP 120 89.99 20370201 NO PP 0 64.91 20370201 NO PP 120 83.42 20370201 NO PP 120 70.38 20370201 NO PP 120 94.99 20370201 NO PP 0 100 20370201 NO PP 120 70 20370101 NO PP 120 89.89 20370201 NO PP 120 75 20370201 NO PP 0 80 20370201 NO PP 0 95 20370201 NO PP 120 80 20370201 NO PP 120 90 20370201 NO PP 120 90 20370201 NO PP 120 95.01 20370201 NO PP 120 85.01 20370201 NO PP 0 58.73 20370201 NO PP 120 74.56 20370201 NO PP 0 95 20370201 NO PP 120 90.64 20370201 NO PP 120 94.92 20370201 NO PP 0 95 20370101 NO PP 120 95 20370201 NO PP 120 78.05 20370201 NO PP 0 95 20370201 NO PP 120 68.58 20370201 NO PP 0 90 20370201 NO PP 120 95.01 20370201 NO PP 0 85 20370201 NO PP 0 60 20370201 NO PP 120 80 20370201 NO PP 120 76.37 20370101 NO PP 0 27.78 20361201 NO PP 0 40 20370201 NO PP 120 80 20370201 NO PP 120 95 20370101 NO PP 0 80 20370101 NO PP 0 46 20370101 NO PP 120 79.73 20370101 NO PP 0 89.94 20370201 NO PP 0 87.5 20370201 NO PP 120 100 20370201 NO PP 0 90 20370201 NO PP 0 95 20370201 NO PP 0 85.05 20370101 NO PP 120 79.56 20370201 NO PP 120 85 20370201 NO PP 0 95 20370201 NO PP 120 100 20370201 NO PP 120 77.48 20370201 NO PP 120 62.61 20370101 NO PP 0 60 20370201 NO PP 0 85 20370201 NO PP 0 80 20370201 NO PP 120 52.75 20370101 NO PP 0 90 20370101 NO PP 0 100 20370101 NO PP 120 95 20370201 NO PP 0 86.96 20370201 NO PP 120 64.86 20370201 NO PP 120 100 20370201 NO PP 120 79.99 20370201 NO PP 120 89.47 20370201 NO PP 120 79.73 20370201 NO PP 0 95 20370201 NO PP 0 85 20370101 NO PP 120 80 20370201 NO PP 120 79.99 20370201 NO PP 120 35.59 20370201 NO PP 0 80 20370201 NO PP 0 63.81 20370201 NO PP 120 95 20370201 NO PP 120 100 20370101 NO PP 120 43.52 20370201 NO PP 120 80 20370101 NO PP 0 72.41 20370201 NO PP 0 80 20370201 NO PP 0 95 20370201 NO PP 0 80 20370101 NO PP 0 86.2 20370201 NO PP 60 73.26 20370201 NO PP 0 80 20370201 NO PP 0 95 20370201 NO PP 0 68.11 20370201 NO PP 0 80 20370201 NO PP 0 74.29 20370201 NO PP 0 47.04 20270201 NO PP 0 72.52 20370201 NO PP 0 54.68 20370201 NO PP 120 80 20370201 NO PP 0 65.03 20370201 NO PP 0 84.37 20370201 NO PP 0 65.22 20370201 NO PP 60 95 20370201 NO PP 0 88.32 20370201 NO PP 0 69.83 20370201 NO PP 0 68 20370201 NO PP 0 79.41 20370201 NO PP 60 90 20370101 NO PP 0 85.64 20370201 NO PP 0 62.43 20370201 NO PP 0 80 20370201 NO PP 0 78.26 20370201 NO PP 60 80 20370101 NO PP 0 66.9 20370201 NO PP 120 66.11 20370201 NO PP 0 84.99 20370201 NO PP 0 75 20370201 NO PP 0 89.99 20370101 NO PP 60 70 20370101 NO PP 60 79.83 20370201 NO PP 0 61.45 20370201 NO PP 120 84.99 20370201 NO PP 0 80 20370201 NO PP 120 63.53 20370201 NO PP 60 95 20370201 NO PP 0 73.78 20370201 NO PP 0 79.44 20370201 NO PP 0 80 20370201 NO PP 0 52.63 20370201 NO PP 0 80 20370101 NO PP 0 39.14 20370101 NO PP 0 74.78 20370201 NO PP 120 25.36 20370201 NO PP 0 59.28 20370201 NO PP 0 72.3 20370101 NO PP 0 95 20370201 NO PP 0 80 20370201 NO PP 0 74.99 20370201 NO PP 0 78.01 20370201 NO PP 0 39.39 20370101 NO PP 0 67.47 20370201 NO PP 0 61.54 20370201 NO PP 0 80 20370201 NO PP 0 76.61 20370101 NO PP 0 76.86 20370201 NO PP 0 40.5 20370101 NO PP 0 80 20370201 NO PP 0 80 20370201 NO PP 0 80 20370201 NO PP 0 100 20370201 NO PP 0 72.66 20370201 NO PP 60 70 20370201 NO PP 0 63.94 20370201 NO PP 0 79.28 20370101 NO PP 60 80 20370201 NO PP 120 100 20370201 NO PP 0 72.96 20370201 NO PP 0 76.06 20370201 NO PP 0 71.93 20370101 NO PP 60 90 20370201 NO PP 0 50.03 20270201 NO PP 0 35.6 20370201 NO PP 0 50 20370201 NO PP 0 74.63 20370201 NO PP 60 89.98 20370201 NO PP 60 79.55 20370201 NO PP 0 84.93 20370201 NO PP 0 57.63 20370201 NO PP 0 73 20470201 NO PP 0 80 20370101 NO PP 120 23.18 20370201 NO PP 0 79.75 20370201 NO PP 0 59.8 20370201 NO PP 120 75 20370201 NO PP 0 70 20360701 NO PP 0 70 20370201 NO PP 0 93.77 20370201 NO PP 120 80 20370201 NO PP 120 80 20370201 NO PP 120 90 20370201 NO PP 0 90 20370201 NO PP 0 78.87 20370201 NO PP 0 80 20370201 NO PP 60 66.15 20370201 NO PP 60 80 20370201 NO PP 0 48.89 20370101 NO PP 0 80 20370201 NO PP 0 73.58 20370201 NO PP 60 89.86 20370201 NO PP 0 90 20370101 NO PP 0 90 20370101 NO PP 0 100 20370201 NO PP 0 44.83 20370201 NO PP 0 66.67 20370201 NO PP 0 39.35 20370101 NO PP 0 41.45 20270201 NO PP 0 55.87 20370201 NO PP 0 40.57 20370201 NO PP 0 89.2 20370201 NO PP 60 87.31 20370101 NO PP 0 55.57 20370101 NO PP 0 79.87 20370201 NO PP 0 57.58 20370201 NO PP 60 73.56 20370201 NO PP 60 71.17 20370201 NO PP 0 79.32 20370101 NO PP 0 63.07 20370201 NO PP 0 70 20361201 NO PP 0 74.79 20370201 NO PP 0 89.4 20370201 NO PP 0 95.02 20370201 NO PP 0 79.78 20370101 NO PP 0 60.98 20370201 NO PP 0 73.94 20370201 NO PP 0 58.65 20370201 NO PP 0 34.44 20370101 NO PP 0 73.86 20370201 NO PP 0 88.48 20370101 NO PP 0 65.38 20370101 NO PP 0 91.39 20370201 NO PP 0 65.53 20370201 NO PP 0 90 20370201 NO PP 60 69.04 20370201 NO PP 60 95 20370201 NO PP 0 80 20370201 NO PP 0 63.5 20370201 NO PP 0 78.37 20370201 NO PP 0 58.62 20370201 NO PP 0 57.84 20370201 NO PP 0 57.18 20370201 NO PP 0 90 20370201 NO PP 60 26.02 20370201 NO PP 0 74.96 20370101 NO PP 0 95 20370201 NO PP 0 81.4 20370201 NO PP 0 46.24 20370201 NO PP 0 80 20370201 NO PP 0 66.36 20370101 NO PP 0 79.21 20370201 NO PP 60 95.02 20370201 NO PP 0 53.83 20370201 NO PP 0 56.5 20470201 NO PP 0 69.62 20351101 NO PP 120 100 20460801 NO PP 0 95 20370201 NO PP 60 70.79 20370101 NO PP 120 72.94 20370201 NO PP 0 71.32 20370201 NO PP 0 70 20370201 NO PP 120 100 20370201 NO PP 0 80 20370201 NO PP 0 48.58 20350201 NO PP 0 80 20370201 NO PP 0 75.38 20361101 NO PP 0 95 20370201 NO PP 0 94.21 20370201 NO PP 0 85.08 20370201 NO PP 120 79.09 20370201 NO PP 0 74.8 20370101 NO PP 0 61.71 20370201 NO PP 60 47.95 20370201 NO PP 60 77.92 20370201 NO PP 0 80 20370201 NO PP 0 66.67 20370201 NO PP 0 80 20370101 NO PP 60 45.69 20370201 NO PP 0 33.85 20370201 NO PP 120 80 20370201 NO PP 60 68.33 20361201 NO PP 0 83.77 20370101 NO PP 0 79.68 20370101 NO PP 0 80 20370201 NO PP 60 80 20370201 NO PP 0 59.32 20370201 NO PP 0 73.95 20370101 NO PP 0 80 20361101 NO PP 60 69.58 20370201 NO PP 0 77.78 20370201 NO PP 60 58.18 20370101 NO PP 0 69.17 20370201 NO PP 0 58.51 20370201 NO PP 0 95 20370201 NO PP 120 85.33 20370201 NO PP 0 80 20370201 NO PP 120 100 20370201 NO PP 120 80 20370201 NO PP 0 57.83 20370101 NO PP 60 90 20361001 NO PP 0 80 20370201 NO PP 60 70 20370101 NO PP 0 74.9 20370201 NO PP 120 98.92 20370201 NO PP 0 42.15 20370201 NO PP 0 74.07 20370201 NO PP 0 80 20370201 NO PP 60 60.81 20370201 NO PP 0 75.84 20370201 NO PP 0 89.99 20370101 NO PP 60 60 20370201 NO PP 0 50.62 20370201 NO PP 0 26.98 20370101 NO PP 120 89.96 20370201 NO PP 0 64.18 20370101 NO PP 0 61.62 20370201 NO PP 0 66.29 20370201 NO PP 0 84.31 20370201 NO PP 0 79.14 20370201 NO PP 60 76.7 20370201 NO PP 0 65.2 20370101 NO PP 0 100 20370101 NO PP 60 68.8 20370201 NO PP 60 74.68 20370201 NO PP 120 49.74 20370201 NO PP 0 60.61 20370201 NO PP 0 68.44 20361001 NO PP 60 72.22 20360201 NO PP 0 63.59 20370201 NO PP 0 80.35 20370101 NO PP 120 75 20370201 NO PP 60 80 20370101 NO PP 60 88.3 20370201 NO PP 120 79.8 20370201 NO PP 0 78.1 20370201 NO PP 60 90 20361101 NO PP 60 95.01 20370101 NO PP 0 62.9 20361001 NO PP 0 58.82 20370101 NO PP 0 68.32 20361001 NO PP 0 80 20370201 NO PP 0 79.04 20370101 NO PP 0 89.78 20370201 NO PP 0 78.72 20370201 NO PP 0 64.1 20370201 NO PP 0 54.79 20370101 NO PP 0 62.03 20370201 NO PP 0 77.22 20370201 NO PP 0 95 20370201 NO PP 0 89.35 20370201 NO PP 0 80 20370201 NO PP 0 69.66 20370201 NO PP 0 80 20370201 NO PP 0 73.06 20370201 NO PP 0 80 20330201 NO PP 0 67.91 20370201 NO PP 60 65.55 20370201 NO PP 0 72.79 20370201 NO PP 0 89.9 20370201 NO PP 120 89.98 20370201 NO PP 60 94.64 20370201 NO PP 60 46.24 20370101 NO PP 0 80 20370101 NO PP 60 80 20370101 NO PP 60 95.01 20370101 NO PP 0 71.06 20370101 NO PP 60 85 20370101 NO PP 60 60 20370201 NO PP 60 89.99 20370201 NO PP 0 82.01 20370201 NO PP 0 80 20370101 NO PP 120 60 20370201 NO PP 120 80 20370201 NO PP 60 73.45 20370201 NO PP 60 65.31 20370201 NO PP 120 69.84 20370201 NO PP 0 32.26 20370201 NO PP 0 80 20370101 NO PP 60 89.93 20370101 NO PP 0 65.73 20470201 NO PP 0 74.7 20370201 NO PP 120 79.97 20370201 NO PP 0 75 20370201 NO PP 60 80 20370201 NO PP 0 95 20370201 NO PP 0 79.17 20370201 NO PP 60 65.56 20370101 NO PP 0 79.28 20370201 NO PP 0 70.37 20370201 NO PP 0 69.48 20370201 NO PP 60 65.08 20370201 NO PP 0 71.57 20370201 NO PP 0 79.05 20370201 NO PP 60 89.22 20370101 NO PP 0 71.43 20370201 NO PP 0 67.5 20370201 NO PP 0 74.51 20370201 NO PP 0 49.15 20370101 NO PP 0 80 20370101 NO PP 60 95.02 20370201 NO PP 60 67.45 20370201 NO PP 0 90 20370201 NO PP 0 80 20360901 NO PP 0 87.47 20370201 NO PP 60 71.25 20370201 NO PP 0 80 20370201 NO PP 60 90.84 20370101 NO PP 0 68.63 20370201 NO PP 60 80 20370201 NO PP 60 63.36 20370201 NO PP 0 59.01 20370201 NO PP 0 50 20370201 NO PP 60 72 20370201 NO PP 60 87.41 20370201 NO PP 0 61.15 20370201 NO PP 0 50.29 20370201 NO PP 0 70.6 20370201 NO PP 0 92.47 20370201 NO PP 0 66.67 20370201 NO PP 60 74.93 20370101 NO PP 0 80 20370201 NO PP 120 88.24 20370201 NO PP 0 72.22 20370201 NO PP 0 89.98 20370201 NO PP 0 45 20370201 NO PP 0 80 20370101 NO PP 120 75 20370101 NO PP 0 78.97 20370101 NO PP 0 58 20361201 NO PP 0 87.63 20370201 NO PP 0 56.41 20370201 NO PP 60 90 20370101 NO PP 0 80 20370201 NO PP 0 68.97 20470201 NO PP 0 72.9 20370201 NO PP 60 64.39 20370201 NO PP 0 86.43 20370201 NO PP 60 65.88 20370201 NO PP 0 74.39 20370201 NO PP 0 94.99 20370201 NO PP 60 80 20370201 NO PP 120 52.95 20370201 NO PP 120 67.98 20370201 NO PP 120 91.14 20361201 NO PP 0 59.52 20370201 NO PP 0 74.11 20370101 NO PP 120 68.71 20370201 NO PP 0 89.05 20370201 NO PP 0 79.5 20370201 NO PP 0 90 20370101 NO PP 60 90.13 20361201 NO PP 0 86.73 20370201 NO PP 0 80 20370101 NO PP 0 69.38 20361201 NO PP 0 78.26 20361201 NO PP 0 100 20361201 5Y PP 0 87.33 20351101 NO PP 0 75.68 20370101 NO PP 0 89.99 20370101 NO PP 0 78.4 20330101 NO PP 0 65.79 20341201 NO PP 0 62.4 20350701 NO PP 0 73.72 20360801 NO PP 120 50 20360801 NO PP 0 90 20360801 NO PP 120 71.58 20360701 NO PP 120 75 20360801 NO PP 0 58.19 20360801 NO PP 0 80 20360801 NO PP 120 90 20360801 NO PP 0 64.53 20360901 NO PP 120 66.67 20360801 NO PP 0 73.87 20360901 NO PP 0 80 20360901 NO PP 120 90 20360901 NO PP 0 80 20360901 NO PP 120 80 20360901 NO PP 120 80 20360901 NO PP 0 85.9 20360901 NO PP 120 95 20360601 NO PP 120 63.88 20360801 NO PP 0 46.08 20360901 NO PP 0 44.45 20361201 NO PP 120 72.03 20361201 NO PP 120 80 20361201 NO PP 0 73.81 20361201 NO PP 120 64.69 20370101 NO PP 0 80 20370101 NO PP 120 93.1 20370101 NO PP 0 59.83 20370101 NO PP 120 67.5 20370101 NO PP 0 93 20370101 NO PP 0 80 20370101 NO PP 120 90 20361201 NO PP 0 90 20361101 NO PP 120 75 20361201 NO PP 0 55.43 20361201 NO PP 120 70.45 20361201 NO PP 0 92.68 20361201 NO PP 0 77.37 20370101 NO PP 0 79.06 20370101 NO PP 0 80 20370101 NO PP 120 93.39 20360901 NO PP 0 79.93 20360901 NO PP 0 78.99 20360901 NO PP 0 75 20360901 NO PP 0 80 20361001 NO PP 0 90 20361001 NO PP 0 95 20361001 NO PP 0 92.17 20361001 NO PP 0 83.96 20361201 NO PP 0 84.99 20361001 NO PP 0 94.97 20361001 NO PP 0 77.71 20361101 NO PP 0 90 20361101 NO PP 0 99.01 20361101 NO PP 120 80 20361101 NO PP 120 89.7 20361201 NO PP 0 95 20361201 NO PP 120 90 20361101 NO PP 0 80 20361101 NO PP 120 79.69 20361101 NO PP 0 73.45 20361201 NO PP 0 80 20361201 NO PP 0 89.99 20361101 NO PP 120 75.45 20361201 NO PP 120 79.1 20361101 NO PP 120 80 20361101 NO PP 120 67.5 20361201 NO PP 120 65.38 20361201 NO PP 0 82.19 20361101 NO PP 120 71.58 20361201 NO PP 0 74.96 20361201 NO PP 0 78.84 20361101 NO PP 0 80 20361101 NO PP 0 80 20361201 NO PP 0 72 20361201 NO PP 120 68.5 20361201 NO PP 0 73.28 20361201 NO PP 0 90 20361101 NO PP 0 37.5 20361201 NO PP 0 71.65 20361201 NO PP 0 78.29 20361201 NO PP 120 64.62 20361201 NO PP 0 80 20361201 NO PP 120 36.33 20361201 NO PP 120 43.68 20361201 NO PP 120 85 20361201 NO PP 120 78.36 20361201 NO PP 0 80 20361201 NO PP 120 80 20361201 NO PP 0 74.05 20361201 NO PP 120 74.17 20361201 NO PP 120 76.43 20361201 NO PP 0 42.86 20361201 NO PP 0 68.85 20361201 NO PP 0 80 20361201 NO PP 0 79.94 20370101 NO PP 0 80 20361201 NO PP 0 52.17 20370101 NO PP 0 63.16 20370101 NO PP 0 74.6 20361201 NO PP 0 76.14 20361201 NO PP 120 90 20361201 NO PP 120 88.79 20370101 NO PP 0 60.29 20370101 NO PP 0 72.17 20370101 NO PP 0 70.56 20370101 NO PP 120 73.62 20370101 NO PP 120 80 20361201 NO PP 120 89.98 20361001 NO PP 0 93.49 20361101 NO PP 120 72.93 20361101 NO PP 120 84.16 20361201 NO PP 0 69.1 20361201 NO PP 0 46.93 20361201 NO PP 0 50 20361201 NO PP 120 80 20370101 NO PP 0 73.69 20370101 NO PP 0 80 20361101 NO PP 0 94.98 20361201 NO PP 120 70.54 20361201 NO PP 0 80 20361201 NO PP 0 43.33 20360901 NO PP 0 78.71 20361001 NO PP 0 79.08 20361201 NO PP 0 70.62 20370101 NO PP 0 69.91 20361201 NO PP 0 95 20370101 NO PP 0 80 20360601 NO PP 0 90 20361001 NO PP 0 90 20361101 NO PP 0 73.91 20361201 NO PP 0 79.75 20361201 NO PP 0 90 20361101 NO PP 0 68.86 20361201 NO PP 0 80 20361201 NO PP 0 80 20361201 NO PP 0 58.39 20361201 NO PP 0 70.89 20370101 NO PP 0 81.71 20370101 NO PP 0 76.07 20361201 NO PP 0 71.9 20370101 NO PP 0 80 20370101 NO PP 120 80 20361201 NO PP 0 71.33 20360901 NO PP 0 79.01 20361001 NO PP 0 94.97 20361201 NO PP 0 67.07 20361201 NO PP 0 78.43 20370101 NO PP 0 88.85 20370101 NO PP 0 63.95 20360901 NO PP 0 75.95 20361201 NO PP 120 73.53 20361101 NO PP 120 80.9 20361101 NO PP 0 81.47 20361101 NO PP 120 75 20361101 NO PP 120 47.06 20361101 NO PP 120 48.44 20361201 NO PP 0 59.52 20361201 NO PP 120 77.36 20361201 NO PP 0 71.79 20361201 NO PP 0 99.98 20361201 NO PP 0 62.74 20361201 NO PP 120 80 20361201 NO PP 120 90 20361201 NO PP 0 80 20370101 NO PP 120 87.68 20361201 NO PP 0 80 20370101 NO PP 120 60.11 20361201 NO PP 120 84.43 20361201 NO PP 0 49.47 20370101 NO PP 0 62 20370101 NO PP 0 70 20361201 NO PP 120 80 20361201 NO PP 0 80 20361201 NO PP 0 48.41 20370101 NO PP 0 61.44 20370101 NO PP 120 67.79 20370101 NO PP 0 66.96 20370101 NO PP 0 57.22 20370101 NO PP 120 44.07 20370101 NO PP 0 76.92 20361101 NO PP 0 63.18 20361101 NO PP 0 71.43 20361101 NO PP 120 52.42 20361101 NO PP 0 88.33 20361201 NO PP 0 80 20361201 NO PP 0 80 20361101 NO PP 120 74.09 20361201 NO PP 120 56.25 20361201 NO PP 120 90 20361201 NO PP 0 77.92 20361201 NO PP 0 69.46 20361201 NO PP 120 54.02 20361201 NO PP 0 80 20361201 NO PP 0 79.17 20361201 NO PP 0 22.73 20361201 NO PP 120 66.33 20361201 NO PP 120 87.78 20370101 NO PP 0 80 20361001 NO PP 0 87.3 20361101 NO PP 0 86.67 20361101 NO PP 120 94.99 20361001 NO PP 0 86.81 20360901 NO PP 0 80 20361001 NO PP 0 71.22 20361101 NO PP 120 87.17 20361101 NO PP 120 70 20361101 NO PP 120 90 20361101 NO PP 120 80 20361101 NO PP 120 73.97 20361101 NO PP 120 89.99 20361101 NO PP 0 80 20361201 NO PP 120 76.67 20361201 NO PP 120 95 20361201 NO PP 0 90 20361201 NO PP 0 70.09 20361201 NO PP 120 87.82 20360901 NO PP 0 80 20361001 NO PP 0 80 20361001 NO PP 0 65.11 20361101 NO PP 0 72.73 20361101 NO PP 0 76.8 20361201 NO PP 0 94.97 20361201 NO PP 0 52.17 20361201 NO PP 0 64.56 20370101 NO PP 0 63.54 20370101 NO PP 0 80 20361101 NO PP 0 85 20361201 NO PP 0 95 20370101 NO PP 0 71.53 20361201 NO PP 0 90 20360901 NO PP 120 90 20360901 NO PP 0 80 20361201 NO PP 120 43.69 20361001 NO PP 0 64.67 20361101 NO PP 120 89.93 20361101 NO PP 120 79.28 20361101 NO PP 120 88 20361101 NO PP 120 69.28 20361201 NO PP 120 69.98 20361201 NO PP 120 69.88 20361201 NO PP 0 94.98 20361201 NO PP 120 67.13 20361201 NO PP 120 80 20361201 NO PP 0 80 20370101 NO PP 120 95 20361201 NO PP 0 90.2 20370101 NO PP 0 47.62 20361001 NO PP 0 70 20361201 NO PP 0 80 20361201 NO PP 0 90 20361201 NO PP 0 67.39 20360501 NO PP 0 89.54 20360801 NO PP 0 71.32 20360801 NO PP 0 45.1 20360901 NO PP 0 80 20360901 NO PP 0 87 20360901 NO PP 120 73.51 20360901 NO PP 0 90 20361101 NO PP 0 64.93 20360901 NO PP 0 73.48 20360901 NO PP 0 56.44 20360901 NO PP 120 72.09 20360901 NO PP 0 74.19 20360901 NO PP 0 74.96 20360901 NO PP 0 41.27 20361001 NO PP 0 42.73 20361001 NO PP 0 41.86 20361101 NO PP 0 71.56 20360901 NO PP 0 27.41 20361201 NO PP 0 59.41 20361001 NO PP 120 88.81 20361201 NO PP 0 55.81 20361101 NO PP 120 78.42 20361101 NO PP 120 48.42 20361001 NO PP 0 76.25 20361101 NO PP 0 49.09 20361201 NO PP 120 63.86 20370101 NO PP 120 80 20370101 NO PP 0 51.89 20361001 NO PP 0 79.37 20361001 NO PP 0 80 20361201 NO PP 0 80 20361101 NO PP 120 67.42 20361101 NO PP 120 55.54 20361201 NO PP 120 72 20361201 NO PP 120 85.73 20361201 NO PP 120 72.13 20361201 NO PP 120 55.76 20361201 NO PP 0 75 20370101 NO PP 120 82.97 20370101 NO PP 120 67.88 20370101 NO PP 120 80 20370101 NO PP 120 80 20361101 NO PP 120 79.39 20361101 NO PP 120 72.63 20361101 NO PP 120 94.24 20361201 NO PP 0 71.43 20361201 NO PP 120 70.65 20361201 NO PP 0 71.73 20361201 NO PP 0 50.48 20361201 NO PP 120 66.18 20361201 NO PP 0 80 20361201 NO PP 0 80 20361201 NO PP 0 66.99 20361201 NO PP 120 60.67 20361201 NO PP 120 79.45 20361201 NO PP 120 70.68 20370101 NO PP 0 57.71 20361201 NO PP 0 80 20370101 NO PP 0 58.62 20361201 NO PP 120 80 20370101 NO PP 120 69.67 20370101 NO PP 120 64.2 20361201 NO PP 120 59.09 20361201 NO PP 0 74.21 20370101 NO PP 120 80 20361001 NO PP 0 88.1 20361101 NO PP 120 80 20361201 NO PP 0 54.82 20361101 NO PP 120 80 20361201 NO PP 0 62.5 20370101 NO PP 120 64.65 20361201 NO PP 0 95 20361001 NO PP 0 79.11 20361201 NO PP 0 83.56 20361201 NO PP 0 63.67 20370101 NO PP 0 89.03 20361201 NO PP 120 85 20361201 NO PP 0 66.04 20361201 NO PP 120 90 20361201 NO PP 0 95 20361201 NO PP 120 95 20370101 NO PP 0 63.41 20361201 NO PP 0 85.14 20370101 NO PP 0 79.91 20370101 NO PP 0 76.82 20361101 NO PP 120 78.63 20361201 NO PP 0 72.03 20361201 NO PP 120 70 20361101 NO PP 120 65.48 20361201 NO PP 120 75 20361201 NO PP 120 72.71 20370101 NO PP 0 80 20370101 NO PP 120 69.86 20361201 NO PP 0 85.45 20370101 NO PP 0 94.96 20361001 NO PP 0 58.24 20361001 NO PP 0 77.63 20361101 NO PP 0 63.49 20361201 NO PP 0 80 20361201 NO PP 120 78.48 20361201 NO PP 0 35.29 20370101 NO PP 0 85.28 20370101 NO PP 0 77.6 20360901 NO PP 0 89.51 20361201 NO PP 0 61.82 20361201 NO PP 0 71.79 20361201 NO PP 120 58.51 20370101 NO PP 0 80 20370101 NO PP 0 95 20370101 NO PP 120 52.92 20361101 NO PP 120 86.22 20361201 NO PP 0 68.26 20361201 NO PP 120 69.88 20360901 NO PP 0 90 20361001 NO PP 0 90 20361101 NO PP 0 91.27 20361101 NO PP 120 79.99 20361201 NO PP 0 50 20370101 NO PP 0 90 20370101 NO PP 120 79.77 20361101 NO PP 120 70 20361201 NO PP 0 95 20361201 NO PP 0 80 20361101 NO PP 0 79.75 20361201 NO PP 120 55.56 20361201 NO PP 0 90 20361201 NO PP 120 94.88 20361201 NO PP 120 90 20361201 NO PP 0 100 20361201 NO PP 120 71.56 20361201 NO PP 0 100 20361201 NO PP 0 75 20361201 NO PP 0 80 20361201 NO PP 0 43.63 20361201 NO PP 120 100 20361201 NO PP 0 99.53 20361201 NO PP 120 80 20361201 NO PP 120 80 20361201 NO PP 0 90 20361201 NO PP 0 100 20361201 NO PP 0 90 20361101 NO PP 0 26.83 20361201 NO PP 120 65 20361201 NO PP 0 50 20361201 NO PP 0 64.4 20361101 NO PP 120 92.63 20361201 NO PP 0 58.82 20361101 NO PP 0 100 20311201 NO PP 0 95 20361201 NO PP 0 62.22 20361201 NO PP 0 95 20361201 NO PP 120 79.26 20361201 NO PP 0 50.46 20361201 NO PP 120 90 20361201 NO PP 0 78.6 20361201 NO PP 0 76.43 20361101 NO PP 0 100 20351001 3Y PP 0 62.18 20361201 NO PP 120 89.99 20360801 NO PP 0 64.89
EXHIBIT
C
[Reserved]
EXHIBIT
D
REQUEST
FOR RELEASE OF DOCUMENTS
To:
Xxxxx
Fargo Bank, N.A.
0000
00xx
Xxxxxx
Xxxxxxxxxxx,
Xxxxxxxxx 00000
RE:
|
Custodial
Agreement dated as of
|
March
30,
2007, among XXXX XX,
EMC
Mortgage Corporation, as
Master
Servicer, U.S. Bank National
Association
as Trustee and Xxxxx Fargo
Bank,
National Association as Custodian
In
connection with the administration of the Mortgage Loans held by you pursuant
to
the above-captioned Custodial Agreement, we request the release, and hereby
acknowledge receipt, of the Mortgage File for the Mortgage Loan described
below,
for the reason indicated.
Mortgage
Loan Number:
Mortgagor
Name, Address & Zip Code:
Reason
for Requesting Documents (check one):
_____
|
1.
|
Mortgage
Paid in Full and proceeds have been deposited into the Custodial
Account
|
_____
|
2.
|
Foreclosure
|
_____
|
3.
|
Substitution
|
_____
|
4.
|
Other
Liquidation
|
_____
|
5.
|
Nonliquidation Reason: _________________________
|
_____
|
6.
|
California
Mortgage Loan paid in full
|
By:
|
||
(authorized
signer)
|
||
Issuer:
|
||
Address:
|
||
Date:
|
EXHIBIT
E
FORM
OF
TRANSFEREE AFFIDAVIT AND AGREEMENT
Affidavit
pursuant to Section 860E(e)(4) of the Internal Revenue Code of 1986, as amended,
and for other purposes
STATE
OF NEW YORK
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF NEW YORK
|
)
|
The
undersigned is the [Title of Officer] of [Name of Transferee] (the “Investor”),
the proposed transferee of an Ownership Interest in the Prime
Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-1,
Class
[R-1][R-2] Certificates (the “Certificates”) issued pursuant to the Pooling and
Servicing Agreement, dated as of March 1, 2007 (the “Agreement”), among
Structured Asset Mortgage Investments II Inc. as depositor (the “Depositor”),
EMC Mortgage Corporation as seller and master servicer, and U.S. Bank National
Association as trustee (the “Trustee”),
and
makes this affidavit on behalf of the Investor for the benefit of the Depositor
and the Trustee. Capitalized terms used, but not defined herein, shall have
the
meanings ascribed to such terms in the Agreement.
1. The
Investor is, as of the date hereof, and will be, as of the date of the Transfer,
a Permitted Transferee. The Investor is not acquiring its ownership interest
in
the Certificates for the account of a Person other than a Permitted Transferee.
2. The
Investor has been advised and understands that (i) a tax will be imposed on
Transfers of the Certificates to Persons that are not Permitted Transferees;
(ii) such tax will be imposed on the transferor, or, if such Transfer is
through an agent (which includes a broker, nominee or middleman) for a Person
that is not a Permitted Transferee, on the agent; and (iii) the Person
otherwise liable for the tax shall be relieved of liability for the tax if
a
subsequent transferee furnishes 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.
3. The
Investor has been advised and understands that a tax will be imposed on a
“pass-through entity” holding the Certificates if at any time during the taxable
year of the pass-through entity a Person that is not a Permitted Transferee
is
the record holder of an interest in such entity. The Investor 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.)
4. The
Investor has reviewed the provisions of Section 6.02(i) of the Agreement
and
understands the legal consequences of the acquisition of an Ownership Interest
in the Certificates, including, without limitation, the restrictions on
subsequent Transfers and the provisions regarding voiding any prohibited
Transfers and mandatory sales. The Investor expressly agrees to be bound
by, and
to abide by, such provisions of the Agreement and the restrictions noted
on the
face of the Certificates. The Investor understands and agrees that any breach
of
any of the representations included herein shall render the Transfer of the
Certificates to the Investor contemplated hereby null and void. The Investor
consents to any amendment of the Agreement that shall be deemed necessary
by the
Depositor (upon advice of nationally recognized counsel) to constitute a
reasonable arrangement to ensure that the Certificates will not be owned
directly or indirectly by a Person other than a Permitted
Transferee.
5. The
Investor agrees not to Transfer the Certificates, or cause the Transfer of
the
Certificates by a Person for whom the Investor is acting as nominee, trustee
or
agent, in each case unless it has received an affidavit and agreement in
substantially the same form as this affidavit and agreement containing these
same representations and covenants from the subsequent transferee. In connection
with any such Transfer by the Investor, the Investor agrees to deliver to
the
Trustee and the Depositor an
affidavit
substantially in the form set forth as Exhibit R to the Agreement to the
effect that the Investor has no actual knowledge that the Person to which
the
Transfer is to be made is not a Permitted Transferee.
6. The
Investor 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
associated with holder an ownership interest in the Certificates may exceed
the
cash flow with respect thereto in some or all periods and intends to pay
such
taxes as they become due. The Investor does not have the intention, and no
purpose of the Transfer of the Certificates to the Investor is, to impede
the
assessment or collection of any tax legally required to be paid with respect
to
the Certificates.
7. The
Investor’s U.S. taxpayer identification number is [_____________].
8. The
Investor is a “United States person” within the meaning of Section 7701(a)(30)
of the Code (a “United State Person”).
9. The
Investor is aware that the Certificates may be a “noneconomic residual interest”
within the meaning of Treasury regulations promulgated under Section 860E
of 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.
10. The
Investor will not cause income from the Certificates to be attributable to
a
foreign permanent establishment or fixed base, within the meaning of an
applicable income tax treaty, of the Investor or any other United States
Person.
11. Check
one
of the following:
[_] The
Transfer of the Certificates complies with U.S. Treasury Regulation Sections
1.860E-1(c)(7) and (8) and, accordingly:
(i) the
present value of the anticipated tax liabilities associated with holding
the
Certificates does not exceed the sum of:
(a)
|
the
present value of any consideration given to the Investor to acquire
such
Certificates;
|
(b)
|
the
present value of the expected future distributions on such Certificates;
and
|
(c)
|
the
present value of the anticipated tax savings associated with holding
such
Certificates as the related REMIC generates losses;
and
|
(ii) the
Transfer of the Certificates will not result in such Certificates being held,
directly or indirectly, by a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of the Investor or
any
other United States Person.
For
purposes of the calculation in clause (i) above, (x) the Investor is assumed
to
pay tax at the highest rate currently specified in Section 11(b)(1) 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)(1) of the Code if the Investor
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 (y) 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 Investor.
[_] The
Transfer of the Certificates complies with U.S. Treasury Regulation Sections
1.860E-1(c)(5) and (6) and, accordingly:
(i)
|
the
Investor is an “eligible corporation,” as defined in U.S. Treasury
Regulation Section 1.860E-1(c)(6)(i), as to which income from the
Certificates will only be taxed in the United
States;
|
(ii)
|
at
the time of the Transfer, and at the close of the Investor’s two fiscal
years preceding the fiscal year of the transfer, the Investor had
gross
assets for financial reporting purposes (excluding any obligation
of a
“related person” to the Investor within the meaning of U.S. Treasury
Regulation Section 1.860E-1(c)(6)(ii) and any other asset the principal
purpose of which is to permit the Investor to satisfy the condition
of
this clause (ii)) in excess of $100 million and net assets in excess
of
$10 million;
|
(iii)
|
the
Investor will transfer the Certificates only to another “eligible
corporation,” as defined in U.S. Treasury Regulation Section
1.860E-1(c)(6)(i), in a transaction in which the requirements of
U.S. Treasury Regulation Sections 1.860E-1(c)(4)(i), (ii) and (iii)
and -1(c)(5) are satisfied and, accordingly, the subsequent transferee
provides a similar affidavit with this box checked;
and
|
(iv)
|
the
Investor determined the consideration paid to it to acquire the
Certificates based on reasonable market assumptions (including,
but not
limited to, borrowing and investment rates, prepayment and loss
assumptions, expense and reinvestment assumptions, tax rates and
other
factors specific to the Investor) that it has determined in good
faith and
has concluded that such consideration, together with other assets
of the
Investor, will be sufficient to cover the taxes associated with
the
Certificates.
|
[_] None
of the above.
IN
WITNESS WHEREOF, the Investor has caused this instrument to be executed on
its
behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this ____ day of _________, 20__.
[NAME
OF INVESTOR]
|
||||||||||||
By:
|
||||||||||||
Name:
|
[Name
of Officer]
|
|||||||||||
Title:
|
[Title
of Officer]
|
|||||||||||
[Address
of Investor for receipt of distributions]
|
||||||||||||
Address
of Investor for receipt of tax
information:
|
Personally
appeared before me the above-named [Name of Officer], known or proved to
me to
be the same person who executed the foregoing instrument and to be the [Title
of
Officer] of the Investor, and acknowledged to me that he/she executed the
same
as his/her free act and deed and the free act and deed of the
Investor.
Subscribed
and sworn before me this ___ day of _________, 20___.
NOTARY
PUBLIC
COUNTY
OF
STATE
OF
My
commission expires the ___ day of ___________________, 20___.
EXHIBIT
F-1
FORM
OF
INVESTMENT LETTER
[Date]
[SELLER]
U.S.
Bank
National Association
Xxx
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
Structured
Asset Mortgage Investments II Inc.
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Re:
|
Structured
Asset Mortgage Investments II Inc., Prime Mortgage Trust, Series
2007-1
Mortgage Pass-Through Certificates (the “Certificates”), including the
Class B-4, Class B-5 and Class B-6 Certificates (the
“Privately
Offered Certificates”)
|
Dear
Ladies and Gentlemen:
In
connection with our purchase of the [Privately Offered Certificates], we
confirm
that:
(i)
|
we
understand that the Privately Offered Certificates are not being
registered under the Securities Act of 1933, as amended (the “Act”) or any
applicable state securities or “Blue Sky” laws, and are being sold to us
in a transaction that is exempt from the registration requirements
of such
laws;
|
(ii)
|
any
information we desired concerning the Certificates, including the
Privately Offered Certificates, the trust in which the Certificates
represent the entire beneficial ownership interest (the “Trust”) or any
other matter we deemed relevant to our decision to purchase Privately
Offered Certificates has been made available to
us;
|
(iii)
|
we
are able to bear the economic risk of investment in Privately Offered
Certificates; we are an institutional “accredited investor” as defined in
Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under
the Act
and a sophisticated institutional
investor;
|
(iv)
|
we
are acquiring Privately Offered Certificates for our own account,
not as
nominee for any other person, and not with a present view to any
distribution or other disposition of the Privately Offered
Certificates;
|
(v)
|
we
agree the Privately Offered Certificates must be held indefinitely
by us
(and may not be sold, pledged, hypothecated or in any way disposed
of)
unless subsequently registered under the Act and any applicable
state
securities or “Blue Sky” laws or an exemption from the registration
requirements of the Act and any applicable state securities or
“Blue Sky”
laws is available;
|
(vi)
|
we
agree that in the event that at some future time we wish to dispose
of or
exchange any of the Privately Offered Certificates (such disposition
or
exchange not being currently foreseen or contemplated), we will
not
transfer or exchange any of the Privately Offered Certificates
unless:
|
(A)
(1)
the sale is to an Eligible Purchaser (as defined below), (2) if required
by the
Pooling and Servicing Agreement (as defined below) a letter to substantially
the
same effect as either this letter or, if the Eligible Purchaser is a Qualified
Institutional Buyer as defined under Rule 144A of the Act, the Rule 144A
and
Related Matters Certificate in the form attached to the Pooling and Servicing
Agreement (as defined below) (or such other documentation as may be acceptable
to the Trustee) is executed promptly by the purchaser and delivered to the
addressees hereof and (3) all offers or solicitations in connection with
the
sale, whether directly or through any agent acting on our behalf, are limited
only to Eligible Purchasers and are not made by means of any form of general
solicitation or general advertising whatsoever; and
(B) if
the
Privately Offered Certificates is not registered under the Act (as to which
we
acknowledge you have no obligation), the Privately Offered Certificates is
sold
in a transaction that does not require registration under the Act and any
applicable state securities or “blue sky” laws and, if U.S. Bank National
Association (the “Trustee”) so requests, a satisfactory Opinion of Counsel is
furnished to such effect, which Opinion of Counsel shall be an expense of
the
transferor or the transferee;
(vii)
|
we
agree to be bound by all of the terms (including those relating
to
restrictions on transfer) of the Pooling and Servicing, pursuant
to which
the Trust was formed; we have reviewed carefully and understand
the terms
of the Pooling and Servicing
Agreement;
|
(viii)
|
we
either: (i) are not acquiring the Privately Offered Certificates
directly
or indirectly by, or on behalf of, an employee benefit plan or
other
retirement arrangement which is subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended, or section
4975 of the
Internal Revenue Code of 1986, as amended, or (ii) are providing
a
representation to the effect that the proposed transfer and holding
of a
Privately Offered Certificates and the servicing, management and
operation
of the Trust and its assets: (I) will not result in any prohibited
transaction which is not covered under an individual or class prohibited
transaction exemption, including, but not limited to, Prohibited
Transaction Class Exemption (“PTCE”) 84-14, XXXX 00-00, XXXX 00-0, XXXX
95-60, or PTCE 96-23 and (II) will not give rise to any additional
obligations on the part of the Depositor, the Master Servicer or
the
Trustee or (iii) have attached hereto the opinion specified in
Section
5.07 of the Agreement.
|
(ix)
|
We
understand that each of the Privately Offered Certificates bears,
and will
continue to bear, a legend to substantiate the following effect:
“THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE
SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,
AGREES
THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A
“QIB”),
PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT
OF A
QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER,
RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(2)
PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE
SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
“INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE
501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY
ENTITY IN
WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING
NOT
FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO
(A) THE
RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED
IN
THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER
EVIDENCE
ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR
TRANSFER IS
IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS
OR IN EACH
CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE
MAY NOT BE
ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE
BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE
I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR
SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE
PROPOSED
TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT
AND
OPERATION OF THE TRUST AND ITS ASSETS: (1) WILL NOT RESULT IN ANY
PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL
OR CLASS
PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO,
PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, XXXX 00-00, XXXX
00-0, XXXX 95-60 OR PTCE 96-23 AND (II) WILL NOT GIVE RISE TO ANY
ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER
SERVICER
OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF
A
BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE OR UNLESS THE OPINION
PROVIDED IN SECTION 5.07 OF THE AGREEMENT IS
PROVIDED.”
|
“Eligible
Purchaser”
means a
corporation, partnership or other entity which we have reasonable grounds
to
believe and do believe (i) can make representations with respect to itself
to
substantially the same effect as the representations set forth herein, and
(ii)
is either a Qualified Institutional Buyer as defined under Rule 144A of the
Act
or an institutional “Accredited Investor” as defined under Rule 501 of the
Act.
Terms
not
otherwise defined herein shall have the meanings assigned to them in the
Pooling
and Servicing Agreement, dated as of March 1, 2007, among Structured Asset
Mortgage Investments II Inc., EMC Mortgage Corporation, as seller and master
servicer and U.S. Bank National Association as Trustee (the “Pooling and
Servicing Agreement’).
If
the
Purchaser proposes that its Certificates be registered in the name of a nominee
on its behalf, the Purchaser has identified such nominee below, and has caused
such nominee to complete the Nominee Acknowledgment at the end of this
letter.
Name
of
Nominee (if any): _______________________________
IN
WITNESS WHEREOF, this document has been executed by the undersigned who is
duly
authorized to do so on behalf of the undersigned Eligible Purchaser on the
___
day of ________, 20___.
Very
truly yours,
[PURCHASER]
|
|
By:
|
|
(Authorized
Officer)
|
|
By:
|
|
Attorney-in-fact]
|
Nominee
Acknowledgment
The
undersigned hereby acknowledges and agrees that as to the Certificates being
registered in its name, the sole beneficial owner thereof is and shall be
the
Purchaser identified above, for whom the undersigned is acting as
nominee.
[NAME
OF NOMINEE]
|
|
By:
|
|
(Authorized
Officer)
|
|
By:
|
|
Attorney-in-fact]
|
EXHIBIT
F-2
FORM
OF
RULE 144A AND RELATED MATTERS CERTIFICATE
[SELLER][Date]
U.S.
Bank
National Association
Xxx
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
Structured
Asset Mortgage Investments II Inc.
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Re:
|
Structured
Asset Mortgage Investments II Inc., Prime Mortgage Trust, Series
2007-1
Mortgage Pass-Through Certificates (the “Certificates”), including the
Class B-4, Class B-5 and Class B-6 Certificates (the
“Privately
Offered Certificates”)
|
Dear
Ladies and Gentlemen:
In
connection with our purchase of Privately Offered Certificates, the undersigned
certifies to each of the parties to whom this letter is addressed that it
is a
qualified institutional buyer (as defined in Rule 144A under the Securities
Act
of 1933, as amended (the “Act”)) as follows:
1.
|
It
owned and/or invested on a discretionary basis eligible securities
(excluding affiliate’s securities, bank deposit notes and CD’s, loan
participations, repurchase agreements, securities owned but subject
to a
repurchase agreement and swaps), as described
below:
|
Date:
______________, 20__ (must be on or after the close of its most recent fiscal
year)
Amount:
$
_____________________; and
2. The
dollar amount set forth above is:
a.
greater
than $100 million and the undersigned is one of the following
entities:
(x)
an
insurance company as defined in Section 2(13) of the Act1 ;
or
(y)
|
an
investment company registered under the Investment Company Act
or any
business development company as defined in Section 2(a)(48) of
the
Investment Company Act of 1940; or
|
(z)
|
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; or
|
(aa)
|
a
plan (i) established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its
political
subdivisions, the laws of which permit the purchase of securities
of this
type, for the benefit of its employees and (ii) the governing investment
guidelines of which permit the purchase of securities of this type;
or
|
(bb)
|
a
business development company as defined in Section 202(a)(22) of
the
Investment Advisers Act of 1940; or
|
(cc)
|
a
corporation (other than a U.S. bank, savings and loan association
or
equivalent foreign institution), partnership, Massachusetts or
similar
business trust, or an organization described in Section 501(c)(3)
of the
Internal Revenue Code; or
|
(dd)
|
a
U.S. bank, savings and loan association or equivalent foreign institution,
which has an audited net worth of at least $25 million as demonstrated
in
its latest annual financial statements;
or
|
(ee)
|
an
investment adviser registered under the Investment Advisers Act;
or
|
b.
|
greater
than $10 million, and the undersigned is a broker-dealer registered
with
the SEC; or
|
c.
|
less
than $10 million, and the undersigned is a broker-dealer registered
with
the SEC and will only purchase Rule 144A securities in transactions
in
which it acts as a riskless principal (as defined in Rule 144A);
or
|
d.
|
less
than $100 million, and the undersigned is an investment company
registered
under the Investment Company Act of 1940, which, together with
one or more
registered investment companies having the same or an affiliated
investment adviser, owns at least $100 million of eligible securities;
or
|
e.
|
less
than $100 million, and the undersigned is an entity, all the equity
owners
of which are qualified institutional
buyers.
|
The
undersigned further certifies that it is purchasing a Privately Offered
Certificates for its own account or for the account of others that independently
qualify as “Qualified Institutional Buyers” as defined in Rule 144A. It is aware
that the sale of the Privately Offered Certificates is being made in reliance
on
its continued compliance with Rule 144A. It is aware that the transferor
may
rely on the exemption from the provisions of Section 5 of the Act provided
by
Rule 144A. The undersigned understands that the Privately Offered Certificates
may be resold, pledged or transferred only to (i) 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 in Rule 144A, or (ii)
an
institutional “accredited investor,” as such term is defined under Rule 501 of
the Act in a transaction that otherwise does not constitute a public
offering.
The
undersigned agrees that if at some future time it wishes to dispose of or
exchange any of the Privately Offered Certificates, it will not transfer
or
exchange any of the Privately Offered Certificates to a Qualified Institutional
Buyer without first obtaining a Rule 144A and Related Matters Certificate
in the
form hereof from the transferee and delivering such certificate to the
addressees hereof. Prior to making any transfer of Privately Offered
Certificates, if the proposed Transferee is an institutional “accredited
investor,” the transferor shall obtain from the transferee and deliver to the
addressees hereof an Investment Letter in the form attached to the Pooling
and
Servicing Agreement, dated as of March 1, 2007, among Structured Asset Mortgage
Investments II Inc., EMC Mortgage Corporation and U.S. Bank National
Association, as Trustee, pursuant to Certificates were issued.
The
undersigned certifies that it either: (i) is not acquiring the Privately
Offered
Certificates directly or indirectly by, or on behalf of, an employee benefit
plan or other retirement arrangement which is subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended, or section 4975 of the
Internal Revenue Code of 1986, as amended, or (ii) is providing a representation
or an opinion of counsel to the effect that the proposed transfer and holding
of
a Privately Offered Certificates and the servicing, management and operation
of
the Trust and its assets: (I) will not result in any prohibited transaction
which is not covered under a prohibited transaction exemption, including,
but
not limited to, Prohibited Transaction Class Exemption (“PTCE”) 84-14, XXXX
00-00, XXXX 00-0, XXXX 95-60, PTCE 96-23 and (II) will not give rise to any
additional obligations on the part of the Depositor, the Master Servicer
or the
Trustee or (iii) has attached hereto the opinion specified in Section 5.07
of
the Agreement.
If
the
Purchaser proposes that its Certificates be registered in the name of a nominee
on its behalf, the Purchaser has identified such nominee below, and has caused
such nominee to complete the Nominee Acknowledgment at the end of this
letter.
1 A
purchase by an insurance company for one or more of its separate accounts,
as
defined by Section 2(a)(37) of the Investment Company Act of 1940, which
are
neither registered nor required to be registered thereunder, shall be
deemed to
be a purchase for the account of such insurance company.
Name
of
Nominee (if any):
IN
WITNESS WHEREOF, this document has been executed by the undersigned who is
duly
authorized to do so on behalf of the undersigned Eligible Purchaser on the
____
day of ___________, 20___.
Very
truly yours,
[PURCHASER]
|
|
By:
|
|
(Authorized
Officer)
|
|
By:
|
|
Attorney-in-fact]
|
NOMINEE
ACKNOWLEDGMENT
The
undersigned hereby acknowledges and agrees that as to the Certificates being
registered in its name, the sole beneficial owner thereof is and shall be
the
Purchaser identified above, for whom the undersigned is acting as
nominee.
[NAME
OF NOMINEE]
|
|
By:
|
|
(Authorized
Officer)
|
|
By:
|
|
Attorney-in-fact]
|
EXHIBIT
F-3
FORM
OF
TRANSFER CERTIFICATE FOR EXCHANGE OR
TRANSFER
FROM RULE 144A GLOBAL CERTIFICATE TO
REGULATION
S GLOBAL CERTIFICATE
U.S.
Bank
National Association
Xxx
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
Reference
is hereby made to the Pooling and Servicing Agreement (“Pooling and Servicing
Agreement”), dated as of March 1, 2007, among Structured Asset Mortgage
Investments II Inc., as Depositor, EMC Mortgage Corporation, as Seller and
Master Servicer and U.S. Bank National Association as Trustee. Capitalized
terms
used but not defined herein are used as defined in the Pooling and Servicing
Agreement:
The
undersigned (the “Transferor”)
owns
and proposes to transfer the interests in the Rule 144A Global Certificates
specified in Annex A hereto (the “Certificates”)
to
__________ (the “Transferee”), in the principal amounts in such Rule 144A Global
Certificates (the “Transfer”)
as
further specified in Annex A hereto. In connection with the Transfer, the
Transferor hereby certifies that:
(a)
|
the
Transfer is being effected in accordance with transfer restrictions
set
forth in the Pooling and Servicing Agreement and the
Certificates;
|
(b)
|
the
Transfer is being effected pursuant to and in accordance with Rule
903 or
Rule 904 under the Securities Act of 1933, as amended (the “Securities
Act”)
and, accordingly, the Transferor hereby further certifies
that:
|
(i)
|
the
Transfer is not being made to a person in the United States and
(x) at the
time the buy order was originated, the Transferee was outside the
United
States or the Transferor and each Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United
States or
(y) the transaction was executed in, on or through the facilities
of a
“designated offshore securities market” (as defined Rule 902 of Regulation
S under the Securities Act) and neither the Transferor nor any
Person
acting on its behalf knows that the transaction was prearranged
with a
buyer in the United States,
|
(ii)
|
no
directed selling efforts have been made in contravention of the
requirements of Rule 903 or Rule 904 of Regulation S under the
Securities
Act, and
|
(iii)
|
the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act.
|
Upon
consummation of the proposed transfer in accordance with the terms of the
Pooling and Servicing Agreement, the transferred beneficial interest will
be
subject to the restrictions on transfer enumerated in the legends printed
on the
Regulation S Global Certificates by which the Transferee shall hold its interest
and in the Pooling and Servicing Agreement and the Securities Act.
Dated:
Very
truly yours,
[Name
of Transferor]
|
|
By:
|
|
Name:
|
|
Title:
|
ANNEX
A
The
Transferor owns and proposes to transfer a beneficial interest in the
following:
(i)
|
G
|
Class
[___] Rule 144A Global Certificate, principal amount of $_____________,
|
(ii)
|
G
|
Class
[___] Rule 144A Global Certificate, principal amount of $_____________,
or
|
(iii)
|
G
|
Class
[___] Rule 144A Global Certificate, principal amount of
$_____________.
|
EXHIBIT
F-4
FORM
OF
TRANSFER CERTIFICATE FOR EXCHANGE OR
TRANSFER
FROM REGULATION S GLOBAL CERTIFICATE TO
RULE
144A
GLOBAL CERTIFICATE
U.S.
Bank
National Association
Xxx
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
Reference
is hereby made to the Pooling and Servicing Agreement (“Pooling and Servicing
Agreement”), dated as of March 1, 2007, among Structured Asset Mortgage
Investments II Inc., as Depositor, EMC Mortgage Corporation, as Seller and
Master Servicer and U.S. Bank National Association as Trustee. Capitalized
terms
used but not defined herein are used as defined in the Pooling and Servicing
Agreement:
The
undersigned (the “Transferor”)
owns
and proposes to transfer the interests in the Regulation S Global Certificates
specified in Annex A hereto (the “Certificates”),
in
the principal amounts in such Regulation S Global Certificates (the
“Transfer”),
as
further specified in Annex A hereto. In connection with the Transfer, the
Transferor hereby certifies that:
(a)
|
the
Transfer is being effected in accordance with transfer restrictions
set
forth in the Pooling and Servicing Agreement and the
Certificates;
|
(b)
|
the
Transfer is being effected pursuant to and in accordance with Rule
144A
under the Securities Act of 1933, as amended (the “Securities
Act”),
and, accordingly, the Transferor hereby further certifies
that:
|
(i)
|
the
Transferee is purchasing the beneficial interest for its own account,
or
for one or more accounts with respect to which the Transferee exercises
sole investment discretion,
|
(ii)
|
the
Transferor reasonably believes that the Transferee and each such
account
is a “qualified institutional buyer” within the meaning of Rule 144A,
and
|
(iii)
|
the
Transfer is in compliance with any applicable blue sky securities
laws of
any state of the United States.
|
Upon
consummation of the proposed Transfer in accordance with the terms of the
Pooling and Servicing Agreement, the transferred beneficial interest will
be
subject to the restrictions on transfer enumerated in the legends printed
on the
Rule 144A Global Certificates by which the Transferee shall hold its interest
and in the Pooling and Servicing Agreement and the Securities Act.
Dated:
Very
truly yours,
[Name
of Transferor]
|
|
By:
|
|
Name:
|
|
Title:
|
ANNEX
A
The
Transferor owns and proposes to transfer a beneficial interest in the
following:
(i)
|
G
|
Class
[___] Regulation S Global Certificate, principal amount of $_____________,
|
(ii)
|
G
|
Class
[___] Regulation S Global Certificate, principal amount of $_____________,
or
|
(iii)
|
G
|
Class
[___] Regulation S Global Certificate, principal amount of
$_____________.
|
EXHIBIT
G
FORM
OF CUSTODIAL AGREEMENT
THIS
CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the
“Agreement”), dated as of March 30, 2007, by and among U.S. BANK NATIONAL
ASSOCIATION, not individually but solely as trustee under the Pooling and
Servicing Agreement defined below (including its successors under the Pooling
and Servicing Agreement defined below, the “Trustee”), STRUCTURED ASSET MORTGAGE
INVESTMENTS II INC., as depositor (together with any successor in interest,
the
“Depositor”), EMC MORTGAGE CORPORATION, as
master
servicer (together
with any successor in interest or successor under the Pooling and Servicing
Agreement referred to below, the “Master Servicer”) and XXXXX FARGO BANK,
NATIONAL ASSOCIATION, as custodian (together with any successor in interest
or
any successor appointed hereunder, the “Custodian”).
WITNESSETH
THAT:
WHEREAS,
the Depositor, EMC Mortgage Corporation, as seller (in such capacity, “EMC” or
the “Seller”), the Master Servicer and the Trustee have entered into a Pooling
and Servicing Agreement, dated as of March 1, 2007, relating to the issuance
of
Prime Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-1 (as
in
effect on the date of this agreement, and as amended and supplemented from
time
to time, the “Pooling and Servicing Agreement”).
WHEREAS,
the Custodian has agreed to act as agent for the Trustee on behalf of the
Certificateholders for the purposes of receiving and holding certain documents
and other instruments delivered by the Depositor, the Seller or the Master
Servicer under the Pooling and Servicing Agreement and the Servicers under
their
respective Servicing Agreements, all upon the terms, conditions and obligations
and subject to the limitations hereinafter set forth. In the event any custodian
terms, conditions and obligations are defined in the Pooling and Servicing
Agreement, this custodial agreement shall supersede.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements hereinafter set forth, the Trustee, the Depositor, the Master
Servicer and the Custodian hereby agree as follows:
ARTICLE
I
DEFINITIONS
Capitalized
terms used in this Agreement and not defined herein shall have the meanings
assigned in the Pooling and Servicing Agreement, unless otherwise required
by
the context herein.
ARTICLE
II
CUSTODY
OF MORTGAGE DOCUMENTS
Section
2.1. Custodian
to Act as Agent: Acceptance of Mortgage Files.
The
Custodian, as the duly appointed custodial agent of the Trustee for these
purposes, acknowledges (subject to any exceptions noted in the Initial
Certification referred to in Section 2.3(a)) receipt of the Mortgage Files
relating to the Mortgage Loans identified on the schedule attached hereto
(the
“Mortgage Files”) and declares that it holds and will hold such Mortgage Files
as agent for the Trustee, in trust, for the use and benefit of all present
and
future Certificateholders.
Section
2.2. Recordation
of Assignments.
If any
Mortgage File includes one or more assignments of Mortgage that have not
been
recorded pursuant to the provisions of Section 2.01 of the Pooling and Servicing
Agreement and the related Mortgage Loan is not a MOM Loan or the related
Mortgaged Properties are located in jurisdictions specifically excluded by
the
Opinion of Counsel delivered to the Trustee pursuant to Section 2.01 of the
Pooling and Servicing Agreement, each such assignment shall be delivered
by the
Custodian to the Depositor for the purpose of recording it in the appropriate
public office for real property records, and the Depositor, at no expense
to the
Custodian, shall promptly cause to be recorded in the appropriate public
office
for real property records each such assignment of Mortgage and, upon receipt
thereof from such public office, shall return each such assignment of Mortgage
to the Custodian.
Section
2.3. Review
of Mortgage Files.
(a) On
or
prior to the Closing Date, in accordance with Section 2.02 of the Pooling
and
Servicing Agreement, the Custodian shall deliver to EMC, the Depositor, the
Master Servicer and the Trustee an Initial Certification in the form annexed
hereto as Exhibit One evidencing receipt (subject to any exceptions noted
therein) of a Mortgage File for each of the Mortgage Loans listed on Schedule
A
attached hereto (the “Mortgage Loan Schedule”).
(b) Within
90
days of the Closing Date, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions of Section
2.02
of the Pooling and Servicing Agreement, each such document, and shall deliver
to
EMC, the Depositor, the Master Servicer and the Trustee an Interim Certification
in the form annexed hereto as Exhibit Two to the effect that all such documents
have been executed and received and that such documents relate to the Mortgage
Loans identified on the Mortgage Loan Schedule, except for any exceptions
listed
on Schedule A attached to such Interim Certification. The Custodian shall
be
under no duty or obligation to inspect, review or examine said documents,
instruments, certificates or other papers to determine that the same are
genuine, enforceable, or appropriate for the represented purpose or that
they
have actually been recorded or that they are other than what they purport
to be
on their face.
(c) Not
later
than 180 days after the Closing Date, the Custodian shall review, for the
benefit of Certificateholders, the Mortgage Files as provided in Section
2.02 of
the Pooling and Servicing Agreement and deliver to EMC, the Depositor, the
Master Servicer and the Trustee a Final Certification in the form annexed
hereto
as Exhibit Three evidencing the completeness of the Mortgage Files.
(d) In
reviewing the Mortgage Files as provided herein and in the Pooling and Servicing
Agreement, the Custodian shall make no representation as to and shall not
be
responsible to verify (i) the validity, legality, enforceability, due
authorization, recordability, sufficiency or genuineness of any of the documents
included in any Mortgage File or (ii) the collectability, insurability,
effectiveness or suitability of any of the documents in any Mortgage
File.
Upon
receipt of written request from EMC, the Master Servicer or the Trustee,
the
Custodian shall as soon as practicable supply such Person with a list of
all of
the documents relating to the Mortgage Loans missing from the Mortgage
Files.
Section
2.4. Notification
of Breaches of Representations and Warranties.
Upon
discovery by the Custodian of a breach of any representation or warranty
made by
the Depositor as set forth in the Pooling and Servicing Agreement with respect
to a Mortgage Loan relating to a Mortgage File, the Custodian shall give
prompt
written notice to the Depositor, the Master Servicer and the
Trustee.
Section
2.5. Custodian
to Cooperate: Release of Mortgage Files.
Upon
receipt of written notice from the Depositor that EMC has repurchased one
or
more Mortgage Loans pursuant to Article II of the Pooling and Servicing
Agreement, and a request for release (a “Request for Release”) confirming that
the purchase price therefor has been deposited in the Master Servicer Collection
Account or the Distribution Account, then the Custodian agrees to promptly
release to the Seller the related Mortgage Files.
Upon
the
Custodian’s receipt of a Request for Release substantially in the form of
Exhibit D to the Pooling and Servicing Agreement signed by a Servicing Officer
of the related Servicer, stating that it has received payment in full of
a
Mortgage Loan or that payment in full will be escrowed in a manner customary
for
such purposes, the Custodian agrees promptly to release to the related Servicer,
the related Mortgage File. The Depositor shall deliver to the Custodian and
the
Custodian agrees to review in accordance with the provisions of this Agreement
the Mortgage Note and other documents constituting the Mortgage File with
respect to any Substitute Mortgage Loan.
From
time
to time as is appropriate for the servicing or foreclosure of any Mortgage
Loan,
including, for this purpose collection under any Primary Insurance Policy,
the
related Servicer (or if the Servicer does not, the Master Servicer) shall
deliver to the Custodian a Request for Release signed by a Servicing Officer
requesting that possession of all of the Mortgage File be released to the
related
Servicer
and
certifying as to the reason for such release and that such release will not
invalidate any insurance coverage provided in respect of the Mortgage Loan
under
any of the Insurance Policies. Upon receipt of the foregoing, the Custodian
shall deliver the Mortgage File to the related Servicer. All Mortgage Files
so
released to the related Servicer shall be held by it in trust for the Trustee
for the use and benefit of all present and future Certificateholders. The
related Servicer shall cause each Mortgage File or any document therein so
released to be returned to the Custodian when the need therefor by the related
Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated
and
the Liquidation Proceeds relating to the Mortgage Loan have been deposited
in
the Master Servicer Collection Account or the Distribution Account or (ii)
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 related Servicer
has delivered to the Custodian 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.
At
any
time that the related Servicer is required to deliver to the Custodian a
Request
for Release, the related Servicer shall deliver two copies of the Request
for
Release if delivered in hard copy or the related Servicer may furnish such
Request for Release electronically to the Custodian, in which event the
Servicing Officer transmitting the same shall be deemed to have signed the
Request for Release. In connection with any Request for Release of a Mortgage
File because of a repurchase of a Mortgage Loan, such Request for Release
shall
be followed by an assignment of mortgage, without recourse, representation
or
warranty from the Trustee to the Seller (unless such Mortgage Loan is a MOM
Loan) and the related Mortgage Note shall be endorsed without recourse,
representation or warranty by the Trustee and be returned to the Seller;
provided, however, that in the case of a Mortgage Loan that is registered
on the
MERS System, no assignment of mortgage or endorsement of the Mortgage Note
by
the Trustee shall be required. In connection with any Request for Release
of a
Mortgage File because of the payment in full of a Mortgage Loan, such Request
for Release shall be accompanied by a certificate of satisfaction or other
similar instrument to be executed by or on behalf of the Trustee and returned
to
the related Servicer.
Section
2.6. Assumption
Agreements.
In the
event that any assumption agreement, substitution of liability agreement
or sale
of servicing agreement is entered into with respect to any Mortgage Loan
subject
to this Agreement in accordance with the terms and provisions of the Pooling
and
Servicing Agreement, the Master Servicer shall enforce any obligation of
the
related Servicer under the related Servicing Agreement to notify the Custodian
that such assumption or substitution agreement has been completed by forwarding
to the Custodian the original of such assumption or substitution agreement,
which shall be added to the related Mortgage File and, for all purposes,
shall
be considered a part of such Mortgage File to the same extent as all other
documents and instruments constituting parts thereof.
ARTICLE
III
CONCERNING
THE CUSTODIAN
Section
3.1. Custodian
as Bailee and Agent of the Trustee.
With
respect to each Mortgage Note, Mortgage and other documents constituting
each
Mortgage File which are delivered to the Custodian, the Custodian is exclusively
the bailee and custodial agent of the Trustee and has no instructions to
hold
any Mortgage Note or Mortgage for the benefit of any person other than the
Trustee and the Certificateholders and undertakes to perform such duties
and
only such duties as are specifically set forth in this Agreement and in the
Pooling and Servicing Agreement. Except upon compliance with the provisions
of
Section 2.5 of this Agreement, no Mortgage Note, Mortgage or Mortgage File
shall
be delivered by the Custodian to the Depositor, the Servicers or the Master
Servicer or otherwise released from the possession of the
Custodian.
Section
3.2. Custodian
May Own Certificates.
The
Custodian in its individual or any other capacity may become the owner or
pledgee of Mortgage Pass-Through Certificates with the same rights it would
have
if it were not Custodian.
Section
3.3. Trustee
to Pay Custodian’s Fees.
The
Trustee covenants and agrees to pay to the Custodian from time to time, and
the
Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian.
Section
3.4. Custodian
May Resign; Trustee May Remove Custodian.
The
Custodian may resign from the obligations and duties hereby imposed upon
it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such written notice of resignation, the Trustee shall
either take custody of the Mortgage Files itself and give prompt written
notice
thereof to the Depositor, the Master Servicer and the Custodian, or promptly
appoint a successor Custodian by written instrument, in duplicate, one copy
of
which instrument shall be delivered to the resigning Custodian and one copy
to
the successor Custodian. If the Trustee shall not have taken custody of the
Mortgage Files and no successor Custodian shall have been so appointed and
have
accepted appointment within 30 days after the giving of such written notice
of
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
The
Trustee may remove the Custodian at any time with the consent of the Master
Servicer. In such event, the Trustee shall appoint, or petition a court of
competent jurisdiction to appoint, a successor Custodian hereunder. Any
successor Custodian shall be a depository institution subject to supervision
or
examination by federal or state authority, shall be able to satisfy the other
requirements contained in Section 3.6 and shall be unaffiliated with the
Servicer, or the Depositor.
Any
resignation or removal of the Custodian and appointment of a successor Custodian
pursuant to any of the provisions of this Section 3.4 shall become effective
upon acceptance of appointment by the successor Custodian. The Trustee shall
give prompt notice to the Depositor and the Master Servicer of the appointment
of any successor Custodian. No successor Custodian shall be appointed by
the
Trustee without the prior approval of the Depositor and the Master
Servicer.
Section
3.5. Merger
or Consolidation of Custodian.
Any
Person into which the Custodian may be merged or converted or with which
it may
be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act
on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided that such successor is a depository institution
subject to supervision or examination by federal or state authority and is
able
to satisfy the other requirements contained in Section 3.6 and is unaffiliated
with the Master Servicer or the Depositor.
Section
3.6. Representations
of the Custodian.
The
Custodian hereby represents that it is a depository institution subject to
supervision or examination by a federal or state authority, has a combined
capital and surplus of at least $15,000,000 and is qualified to do business
in
the jurisdictions in which it will hold any Mortgage File.
ARTICLE
IV
COMPLIANCE
WITH REGULATION AB
Section
4.1. Intent
of the Parties; Reasonableness.
The
parties hereto acknowledge and agree that the purpose of this Article IV
is to
facilitate compliance by the Depositor with the provisions of Regulation
AB and
related rules and regulations of the Commission. The Depositor shall not
exercise its right to request delivery of information or other performance
under
these provisions other than in good faith, or for purposes other than compliance
with the Securities Act, the Exchange Act and the rules and regulations of
the
Commission under the Securities Act and the Exchange Act. Each of the parties
hereto acknowledges that interpretations of the requirements of Regulation
AB
may change over time, whether due to interpretive guidance provided by the
Commission or its staff, consensus among participants in the mortgage-backed
securities markets, advice of counsel, or otherwise, and agrees to comply
with
requests made by the Depositor in good faith for delivery of information
under
these provisions on the basis of evolving interpretations of Regulation AB.
The
Custodian shall cooperate reasonably with the Depositor to deliver to the
Depositor (including any of its assignees or designees), any and all disclosure,
statements, reports, certifications, records and any other information necessary
in the reasonable, good faith determination of the Depositor to permit the
Depositor to comply with the provisions of Regulation AB.
Section
4.2. Additional
Representations and Warranties of the Custodian.
(a) The
Custodian hereby represents and warrants that the information set forth in
the
Prospectus Supplement under the caption “Description of the Certificates - The
Custodians” (the “Custodian Disclosure”) does not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light
of
the circumstances under which they were made, not misleading.
(b) The
Custodian shall be deemed to represent to the Depositor as of the date hereof
and on each date on which information is provided to the Depositor under
Section
4.3 that, except as disclosed in writing to the Depositor prior to such date:
(i) there are no aspects of its financial condition that could have a material
adverse effect on the performance by it of its Custodian obligations under
this
Agreement or any other Securitization Transaction as to which it is the
custodian; (ii) there are no material legal or governmental proceedings pending
(or known to be contemplated) against it; and (iii) there are no affiliations,
relationships or transactions relating to the Custodian with respect to the
Depositor or any sponsor, issuing entity, servicer, trustee, originator,
significant obligor, enhancement or support provider or other material
transaction party (as such terms are used in Regulation AB) relating to the
Securitization Transaction contemplated by the Agreement, as identified by
the
Depositor to the Custodian in writing as of the Closing Date (each, a
“Transaction Party”).
(c) If
so
requested by the Depositor on any date following the Closing Date, the Custodian
shall, within five Business Days following such request, confirm in writing
the
accuracy of the representations and warranties set forth in paragraph (a)
of
this Section or, if any such representation and warranty is not accurate
as of
the date of such confirmation, provide reasonably adequate disclosure of
the
pertinent facts, in writing, to the requesting party. Any such request from
the
Depositor shall not be given more than once each calendar quarter, unless
the
Depositor shall have a reasonable basis for a determination that any of the
representations and warranties may not be accurate.
Section
4.3. Additional
Information to Be Provided by the Custodian.
For so
long as the Certificates are outstanding, for the purpose of satisfying the
Depositor's reporting obligation under the Exchange Act with respect to any
class of Certificates, the Custodian shall (a) notify the Depositor in writing
of any material litigation or governmental proceedings pending against the
Custodian that would be material to Certificateholders, and (b) provide to
the
Depositor a written description of such proceedings. Any notices and
descriptions required under this Section 4.3 shall be given no later than
five
Business Days prior to the Determination Date following the month in which
the
Custodian has knowledge of the occurrence of the relevant event. As of the
date
the Depositor, the Trustee or Master Servicer files each Report on Form 10-D
or
Form 10-K with respect to the Certificates, the Custodian will be deemed
to
represent that any information previously provided under this Section 4.3,
if
any, is materially correct and does not have any material omissions unless
the
Custodian has provided an update to such information.
Section
4.4. Report
on Assessment of Compliance and Attestation.
On or
before March 15 of each calendar year, the Custodian shall:
deliver
to the Master Servicer, the Trustee and the Depositor a report regarding
the
Custodian’s assessment of compliance (an “Assessment of Compliance”) with the
Servicing Criteria (as identified and marked in Exhibit Four attached hereto)
during the preceding calendar year, as required under Rules 13a-18 and 15d-18
of
the Exchange Act and Item 1122 of Regulation AB. The Assessment of Compliance,
as set forth in Regulation AB, must contain (i) a statement by such officer
of
its responsibility for assessing compliance with the Servicing Criteria
applicable to the Custodian, (ii) a statement by such officer that the Custodian
used the Servicing Criteria attached as Exhibit Four hereto, and which will
also
be attached to the Assessment of Compliance, to assess compliance with the
Servicing Criteria applicable to the Custodian, (iii) an assessment by such
officer of the Custodian’s compliance with the applicable Servicing Criteria for
the period consisting of the preceding calendar year, including disclosure
of
any material instance of noncompliance with respect thereto during such period,
which assessment shall be based on the activities the Custodian performs
with
respect to asset-backed securities transactions taken as a whole involving
the
Custodian, that are backed by the same asset type as the Mortgage Loans,
(iv) a
statement that a registered public accounting firm has issued an attestation
report on the Custodian’s Assessment of Compliance for the period consisting of
the preceding calendar year, and (v) a statement as to which of the Servicing
Criteria, if any, are not applicable to the Custodian, which statement shall
be
based on the activities the Custodian performs with respect to asset-backed
securities transactions taken as a whole involving the Custodian, that are
backed by the same asset type as the Mortgage Loans. Such report at a minimum
shall address each of the Servicing Criteria identified and marked on Exhibit
Four attached hereto as being applicable to the Custodian; and
deliver
to the Master Servicer, the Trustee and the Depositor an Attestation Report
(an
“Attestation Report”) by a registered public accounting firm that attests to,
and reports on, the Assessment of Compliance made by the Custodian, as required
by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation
AB, which Attestation Report must be made in accordance with standards for
attestation reports issued or adopted by the Public Company Accounting Oversight
Board.
Notwithstanding
the foregoing, an Assessment of Compliance is not required to be delivered
by
the Custodian unless it is required as part of a Form 10-K with respect to
the
Trust Fund.
In
the
event the Custodian is terminated under, or resigns pursuant to, the terms
of
this Agreement, the Custodian shall provide an Assessment of Compliance and
cause to be provided an Attestation Report pursuant to this Section 4.4
notwithstanding any such termination or resignation.
Section
4.5. Indemnification;
Remedies.
The
Custodian shall indemnify the Depositor, each affiliate of the Depositor,
the
Trustee, the Master Servicer and each broker dealer acting as underwriter,
placement agent or initial purchaser of the Certificates or each Person who
controls any of such parties (within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act); and the respective present and former
directors, officers, employees and agents of each of the foregoing, and shall
hold each of them harmless from and against any losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments,
and
any other costs, fees and expenses that any of them may sustain arising out
of
or based upon:
(A)
any
untrue statement of a material fact contained or alleged to be contained
in the
Custodian Disclosure and any information, report, certification, accountants’
attestation or other material provided under this Article IV by or on behalf
of
the Custodian (collectively, the “Custodian Information”), or (B) the omission
or alleged omission to state in the Custodian Information a material fact
required to be stated in the Custodian Information or necessary in order
to make
the statements therein, in the light of the circumstances under which they
were
made, not misleading; or
any
failure by the Custodian to deliver any information, report, certification,
accountants’ attestation or other material when and as required under this
Article IV.
In
the
case of any failure of performance described in clause (ii) of Section 4.5(a),
the Custodian shall promptly reimburse the Depositor for all costs reasonably
incurred by the Depositor in order to obtain the information, report,
certification, accountants’ letter or other material not delivered as required
by the Custodian.
ARTICLE
V
MISCELLANEOUS
PROVISIONS
Section
5.1. Notices.
All
notices, requests, consents and demands and other communications required
under
this Agreement or pursuant to any other instrument or document delivered
hereunder shall be in writing and, unless otherwise specifically provided,
may
be delivered personally, by telegram or telex, or by registered or certified
mail, postage prepaid, return receipt requested, at the addresses specified
on
the signature page hereof (unless changed by the particular party whose address
is stated herein by similar notice in writing).
Section
5.2. Amendments.
No
modification or amendment of or supplement to this Agreement shall be valid
or
effective unless the same is in writing and signed by all parties hereto,
and
neither the Depositor, the Master Servicer nor the Trustee shall enter into
any
amendment hereof except as permitted by the Pooling and Servicing Agreement.
The
Trustee shall give prompt notice to the Custodian of any amendment or supplement
to the Pooling and Servicing Agreement and furnish the Custodian with written
copies thereof..
Section
5.3. GOVERNING
LAW.
THIS
AGREEMENT SHALL BE DEEMED A CONTRACT MADE UNDER THE LAWS OF THE STATE OF
NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION
5-1401 AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED
BY
THE LAWS OF THE STATE OF NEW YORK.
Section
5.4. Recordation
of Agreement.
To the
extent permitted by applicable law, this Agreement is subject to recordation
in
all appropriate public offices for real property records in all the counties
or
other comparable jurisdictions in which any or all of the properties subject
to
the Mortgages are situated, and in any other appropriate public recording
office
or elsewhere, such recordation to be effected by the Depositor and at the
Trust’s expense, but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Depositor to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
For
the
purpose of facilitating the recordation of this Agreement as herein provided
and
for other purposes, this Agreement may be executed simultaneously in any
number
of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same
instrument.
Section
5.5. Severability
of Provisions.
If any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in
no way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the holders thereof.
[Signature
Page Follows]
IN
WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
Address:
Xxx
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
Attention:
Corporate Trust Services, PRIME 2007-1
Telecopier
No.: (000) 000-0000
|
U.S.
BANK NATIONAL ASSOCIATION, not individually but solely as
Trustee
By:__________________________________
Name:
Title:
|
Address:
000
Xxxxxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
|
STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC., as Depositor
By:__________________________________
Name:
Title:
|
Address:
0000
Xxxx Xxxxx Xxxxx
Xxxxxxxxxx,
Xxxxx 00000
(Facsimile:
(000) 000-0000
Attention:
Xxxxxxxx Xxxxx
|
EMC
MORTGAGE CORPORATION,
as
Master Servicer
By:__________________________________
Name:
Title:
|
Address:
0000
00xx Xxxxxx Xxxxxxxxx, XX 0031
Xxxxxxxxxxx,
Xxxxxxxxx 00000
Attention:
PRIME 2007-1
|
XXXXX
FARGO BANK, NATIONAL ASSOCIATION
as
Custodian
By:__________________________________
Name:
Title:
|
)
|
||
)
|
ss.:
|
|
COUNTY
OF___________
|
)
|
On
the
30th
day of
March 2007 before me, a notary public in and for said State, personally appeared
_________________ known to me to be a(n) __________________of U.S. Bank National
Association, one of the parties that executed the within agreement, and also
known to me to be the person who executed the within agreement on behalf
of said
national banking association and acknowledged to me that such 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
|
[SEAL]
STATE
OF NEW YORK
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF NEW YORK
|
)
|
On
the
30th
day of
March 2007 before me, a notary public in and for said State, personally appeared
____________________,
known to
me to be a(n) ____________________ of Structured Asset Mortgage Investments
II
Inc., one of the corporations that executed the within instrument, and also
known to me to be the person who executed it on behalf of said corporation,
and
acknowledged to me that such corporation executed the within
instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year in this certificate first above written.
Notary
Public
|
[SEAL]
STATE
OF TEXAS
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF DALLAS
|
)
|
On
the
30th
day of
March 2007 before me, a notary public in and for said State, personally appeared
_______________________, known to me to be a(n) __________________ of EMC
Mortgage Corporation, one of the parties that executed the within instrument,
and also known to me to be the person who executed the within instrument
on
behalf of said party, and acknowledged to me that such party 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
|
[SEAL]
STATE
OF MINNESOTA
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF
HENNEPIN
|
)
|
On
the
30th
day of
March 2007 before me, a notary public in and for said State, personally appeared
_________________ known to me to be a(n) __________________of Xxxxx Fargo
Bank,
N.A., one of the parties that executed the within agreement, and also known
to
me to be the person who executed the within agreement on behalf of said national
banking association and acknowledged to me that such 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
|
[SEAL]
SCHEDULE
A
MORTGAGE
LOAN SCHEDULE
(Provided
upon request)
EXHIBIT
ONE
FORM
OF
CUSTODIAN INITIAL CERTIFICATION
March
30,
2007
U.S.
Bank
National Association
Xxx
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
Attention:
Corporate Trust Services, PRIME 2007-1
Telecopier
No.: (000) 000-0000
EMC
Mortgage Corporation
0000
Xxxx
Xxxxx Xxxxx
Xxxxxxxxxx,
Xxxxx 00000
Facsimile:
(000) 000-0000
Attention:
General Counsel
Structured
Asset Mortgage Investments II Inc.
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Facsimile
No.: (000) 000-0000
Attention:
PRIME 2007-1
Re:
|
Custodial
Agreement, dated as of March 30, 2007, by and among Structured
Asset
Mortgage Investments II Inc., EMC Mortgage Corporation, U.S. Bank
National
Association and Xxxxx Fargo Bank, National Association as Custodian
relating to Prime Mortgage Trust 2007-1,
Mortgage Pass-Through Certificates, Series
2007-1
|
Ladies
and Gentlemen:
In
accordance with Section 2.3(a) of the above-captioned Custodial Agreement,
and
subject to Section 2.02(a) of the Pooling and Servicing Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage
File
(which contains an original Mortgage Note or lost note affidavit) to the
extent
required in Section 2.01 of the Pooling and Servicing Agreement with respect
to
each Mortgage Loan listed in the Mortgage Loan Schedule, with any exceptions
listed on Schedule A attached hereto.
Capitalized
words and phrases used herein shall have the respective meanings assigned
to
them in the above-captioned Custodial Agreement.
XXXXX
FARGO BANK, NATIONAL ASSOCIATION
|
|
By:
|
|
Name:
|
|
Title:
|
SCHEDULE
A
(Provided
upon request)
EXHIBIT
TWO
FORM
OF
CUSTODIAN INTERIM CERTIFICATION
[DATE]
U.S.
Bank
National Association
Xxx
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
Attention:
Corporate Trust Services, PRIME 2007-1
Telecopier
No.: (000) 000-0000
EMC
Mortgage Corporation
0000
Xxxx
Xxxxx Xxxxx
Xxxxxxxxxx,
Xxxxx 00000
Facsimile:
(000) 000-0000
Attention:
General Counsel
Structured
Asset Mortgage Investments II Inc.
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Facsimile
No.: (000) 000-0000
Attention:
PRIME 2007-1
Re:
|
Custodial
Agreement, dated as of March 30, 2007, by and among Structured
Asset
Mortgage Investments II Inc., EMC Mortgage Corporation, U.S. Bank
National
Association and Xxxxx Fargo Bank, National Association as Custodian
relating to Prime Mortgage Trust 2007-1,
Mortgage Pass-Through Certificates, Series
2007-1
|
Ladies
and Gentlemen:
In
accordance with Section 2.3(b) of the above-captioned Custodial Agreement
and
subject to Section 2.02(a) of the Pooling and Servicing Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage
File
to the extent required pursuant to Section 2.01 of the Pooling and Servicing
Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized
words and phrases used herein shall have the respective meanings assigned
to
them in the above-captioned Custodial Agreement.
XXXXX
FARGO BANK, NATIONAL ASSOCIATION
|
|
By:
|
|
Name:
|
|
Title:
|
SCHEDULE
A
(PROVIDED
UPON REQUEST)
EXHIBIT
THREE
FORM
OF
CUSTODIAN FINAL CERTIFICATION
[DATE]
U.S.
Bank
National Association
Xxx
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
Attention:
Corporate Trust Services, PRIME 2007-1
Telecopier
No.: (000) 000-0000
EMC
Mortgage Corporation
0000
Xxxx
Xxxxx Xxxxx
Xxxxxxxxxx,
Xxxxx 00000
Facsimile:
(000) 000-0000
Attention:
General Counsel
Structured
Asset Mortgage Investments II Inc.
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Facsimile
No.: (000) 000-0000
Attention:
PRIME 2007-1
Re:
|
Custodial
Agreement, dated as of March 30, 2007, by and among Structured
Asset
Mortgage Investments II Inc., EMC Mortgage Corporation, U.S. Bank
National
Association and Xxxxx Fargo Bank, National Association, as Custodian
relating to Prime Mortgage Trust 2007-1,
Mortgage Pass-Through Certificates, Series
2007-1
|
Ladies
and Gentlemen:
In
accordance with Section 2.3(c) of the above-captioned Custodial
Agreement
and,
subject to Section 2.02(b) of the Pooling and Servicing Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage
File
to the extent required pursuant to Section 2.01 of the Pooling and Servicing
Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized
words and phrases used herein shall have the respective meanings assigned
to
them in the above-captioned Custodial Agreement or in the Pooling and Servicing
Agreement, as applicable.
XXXXX
FARGO BANK, NATIONAL ASSOCIATION
|
|
By:
|
|
Name:
|
|
Title:
|
SCHEDULE
A
(PROVIDED
UPON REQUEST)
EXHIBIT
FOUR
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The
assessment of compliance to be delivered by the Custodian shall address,
at a
minimum, the criteria identified below as “Applicable Servicing
Criteria”:
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
Reference
|
Criteria
|
|
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
|
|
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
|
|
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.
|
|
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.
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
|
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.
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
|
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 institutions” 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.
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
|
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 45 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
reconciliations; 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.
|
|
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.
|
|
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.
|
|
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.
|
|
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.
|
|
Pool
Asset Administration
|
||
1122(d)(4)(i)
|
Collateral
or security on pool assets is maintained as required by the transaction
agreements or related asset pool documents.
|
√
|
1122(d)(4)(ii)
|
Pool
assets and related documents are safeguarded as required by the
transaction agreements.
|
√
|
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
|
|
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.
|
|
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.
|
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor’s pool asset (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.
|
|
1122(d)(4)(vii)
|
Loss
mitigation of recovery actions (e.g., forbearance plans, modifications
and
deed 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
documents.
|
|
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 in 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).
|
|
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.
|
|
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 3-
calendar
days of full repayment of the related pool asset, or such other
number of
days specified in the transaction agreements.
|
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax ore 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 service at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
|
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.
|
|
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.
|
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible funds are recognized and recorded
in
accordance with the transaction agreements.
|
|
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.
|
EXHIBIT
H
FORM
OF
MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE
LOAN PURCHASE AGREEMENT, dated as of March 30, 2007, as amended and supplemented
by any and all amendments hereto (collectively, the “Agreement”),
by
and between EMC MORTGAGE CORPORATION, a Delaware corporation (the “Seller”)
and
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., a Delaware corporation (the
“Purchaser”).
Upon
the
terms and subject to the conditions of this Agreement, the Seller agrees
to
sell, and the Purchaser agrees to purchase, certain conventional, first lien
mortgage loans secured primarily by one- to four-family residential properties
and individual condominium units (collectively, the “Mortgage
Loans”)
as
described herein. The Purchaser intends to deposit the Mortgage Loans into
a
trust fund (the “Trust
Fund”)
and
create Prime Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-1
(the “Certificates”),
under
a pooling and servicing agreement, to be dated as of March 1, 2007 (the
“Pooling
and Servicing Agreement”),
among
the Purchaser, as depositor, U.S. Bank National Association, as trustee (the
“Trustee”)
and
EMC Mortgage Corporation, as seller and master servicer.
The
Purchaser has filed with the Securities and Exchange Commission (the
“Commission”)
a
registration statement on Form S-3 (Number 333-140247) relating to its
Mortgage
Pass-Through Certificates
and the
offering of certain series thereof (including certain classes of the
Certificates) from time to time in accordance with Rule 415 under the Securities
Act of 1933, as amended, and the rules and regulations of the Commission
promulgated thereunder (the “Securities
Act”).
Such
registration statement, when it became effective under the Securities Act,
and
the prospectus relating to the public offering of certain classes of the
Certificates by the Purchaser (the “Public
Offering”),
as
each may be amended or supplemented from time to time pursuant to the Securities
Act or otherwise, are referred to herein as the “Registration
Statement”
and
the
“Prospectus,”
respectively. The “Term
Sheet Supplement”
shall
mean the free writing prospectus, dated March 20, 2007. The
“Prospectus
Supplement”
shall mean the final supplement, dated March
30,
2007,
to the Prospectus, dated March
20,
2007,
relating to certain classes of the Certificates. With
respect to the Public Offering of certain classes of the Certificates, the
Purchaser and Bear, Xxxxxxx & Co. Inc. (“Bear
Xxxxxxx”)
have
entered into a terms agreement dated as of March 20, 2007 to an underwriting
agreement dated February 26, 2007, between the Purchaser and Bear Xxxxxxx
(together, the “Underwriting
Agreement”).
Now,
therefore, in consideration of the premises and the mutual agreements set
forth
herein, the parties hereto agree as follows:
SECTION
1. Definitions.
Certain
terms are defined herein. Capitalized terms used herein but not defined herein
shall have the meanings specified in the Pooling and Servicing Agreement.
The
following other terms are defined as follows:
Acquisition
Price:
Cash in
an amount equal to $______ (plus $______ in accrued interest)2 .
Bear
Xxxxxxx:
Bear,
Xxxxxxx & Co. Inc.
Closing
Date:
March
30, 2007.
Cut-off
Date:
March
1, 2007.
Cut-off
Date Balance:
Shall
mean $679,112,102.
2 Please
contact Bear, Xxxxxxx & Co. Inc. for Purchase Price.
Deleted
Mortgage Loan:
A
Mortgage Loan replaced or to be replaced by a Substitute Mortgage
Loan.
Due
Date:
With
respect to each Mortgage Loan, the date in each month on which its scheduled
payment is due if such due date is the first day of a month and otherwise
is
deemed to be the first day of the following month or such other date specified
in the related Servicing Agreement.
EMC
Flow Loans:
The
Mortgage Loans purchased by EMC pursuant to a flow loan purchase
agreement.
Fitch:
Fitch
Ratings, or its successor in interest.
Master
Servicer:
EMC
Mortgage Corporation.
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.
Mortgage:
The
mortgage or deed of trust creating a first lien on an interest in real property
securing a Mortgage Note.
Mortgage
File:
The
items referred to in Exhibit
1
pertaining to a particular Mortgage Loan and any additional documents required
to be added to such documents pursuant to this Agreement.
Mortgage
Interest Rate:
The
annual rate of interest borne by a Mortgage Note as stated therein.
Mortgagor:
The
obligor(s) on a Mortgage Note.
Net
Rate:
For
each Mortgage Loan, the Mortgage Interest Rate for such Mortgage Loan less
the
Servicing Fee Rate and the Lender-Paid PMI Rate (if applicable).
Opinion
of Counsel:
A
written opinion of counsel, who may be counsel for the Seller or the Purchaser,
reasonably acceptable to the Trustee.
Person:
Any
legal person, including any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Purchase
Price:
With
respect to any Mortgage Loan (or any property acquired with respect thereto)
required to be repurchased by the Seller pursuant to this Agreement or Article
II of the Pooling and Servicing Agreement, an amount equal to the sum of
(i)(a)
100% of the Outstanding Principal Balance of such Mortgage Loan as of the
date
of repurchase (or if the related Mortgaged Property was acquired with respect
thereto, 100% of the Outstanding Principal Balance at the date of the
acquisition), plus (b) accrued but unpaid interest on the Outstanding Principal
Balance at the related Mortgage Interest Rate, through and including the
last
day of the month of repurchase, plus (c) any unreimbursed Monthly Advances
and
servicing advances payable to the Servicer of the Mortgage Loan and (ii)
any
costs and damages (if any) incurred by the Trust in connection with any
violation of such Mortgage Loan of any anti-predatory lending laws.
Rating
Agencies:
Fitch
and S&P, each a “Rating
Agency.”
Securities
Act:
The
Securities Act of 1933, as amended.
Security
Instrument:
A
written instrument creating a valid first lien on a Mortgaged Property securing
a Mortgage Note, which may be any applicable form of mortgage, deed of trust,
deed to secure debt or security deed, including any riders or addenda
thereto.
Servicing
Agreements:
Shall
have the meaning assigned to such term in the Pooling and Servicing
Agreement.
Standard
& Poor’s or S&P:
Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc. or its
successors in interest.
Substitute
Mortgage Loan:
A
mortgage loan substituted for a Deleted Mortgage Loan which must meet on
the
date of such substitution the requirements stated herein and in the Pooling
and
Servicing Agreement; upon such substitution, such mortgage loan shall be
a
“Mortgage Loan” hereunder.
Value:
The
value of the Mortgaged Property at the time of origination of the related
Mortgage Loan, such value being the lesser of (i) the value of such property
set
forth in an appraisal accepted by the applicable originator of the Mortgage
Loan
or (ii) the sales price of such property at the time of
origination.
SECTION
2. Purchase
and Sale of the Mortgage Loans and Related Rights.
(a)
Upon
satisfaction of the conditions set forth in Section 10 hereof, the Seller
agrees
to sell, and the Purchaser agrees to purchase Mortgage Loans having an aggregate
outstanding principal balance as of the Cut-off Date equal to the Cut-off
Date
Balance.
(b) The
closing for the purchase and sale of the Mortgage Loans and the closing for
the
issuance of the Certificates will take place on the Closing Date at the office
of the Purchaser’s counsel in New York, New York or such other place as the
parties shall agree.
(c) Upon
the
satisfaction of the conditions set forth in Section 10 hereof, on the Closing
Date, the Purchaser shall pay to the Seller the Acquisition Price for the
Mortgage Loans in immediately available funds by wire transfer to such account
or accounts as shall be designated by the Seller.
(d) In
addition to the foregoing, on the Closing Date the Seller assigns to the
Purchaser all of its right, title and interest in the Servicing Agreements
(other than its right to enforce the representations and warranties set forth
therein).
SECTION
3. Mortgage
Loan Schedule.
The
Seller agrees to provide to the Purchaser as of the Cut-off Date a listing
of
the Mortgage Loans (the “Mortgage
Loan Schedule”)
setting forth the information listed on Exhibit
2
to this
Agreement with respect to each of the Mortgage Loans being sold by the Seller.
The Mortgage Loan Schedule shall be delivered to the Purchaser on the Closing
Date and shall be in form and substance mutually agreed to by the Seller
and the
Purchaser.
SECTION
4. Mortgage
Loan Transfer.
(a) The
Purchaser will be entitled to all scheduled payments of principal and interest
on the Mortgage Loans due after the Cut-off Date (regardless of when actually
collected) and all payments thereon, other than scheduled principal and interest
due on or before the Cut-off Date but received after the Cut-off Date. The
Seller will be entitled to all scheduled payments of principal and interest
on
the Mortgage Loans due on or before the Cut-off Date (including payments
collected after the Cut-off Date) and all payments thereon, other than scheduled
principal and interest due after the Cut-off Date but received on or before
the
Cut-off Date. Such principal amounts and any interest thereon belonging to
the
Seller as described above will not be included in the aggregate outstanding
principal balance of the Mortgage Loans as of the Cut-off Date as set forth
on
the Mortgage Loan Schedule.
(b) Pursuant
to various conveyancing documents to be executed on the Closing Date and
pursuant to the Pooling and Servicing Agreement, the Purchaser will assign
on
the Closing Date all of its right, title and interest in and to the Mortgage
Loans to the Trustee for the benefit of the Certificateholders. In connection
with the transfer and assignment of the Mortgage Loans, the Seller has delivered
or will deliver or cause to be delivered to the Trustee by the Closing Date
or
such later date as is agreed to by the Purchaser and the Seller (each of
the
Closing Date and such later date is referred to as a “Mortgage
File Delivery Date”),
the
items of each Mortgage File, provided,
however,
that in
lieu of the foregoing, the Seller may deliver the following documents, under
the
circumstances set forth below: (w) in lieu of the original Security Instrument
(other than the Mortgages related to the EMC Flow Loans), assignments to
the
Trustee or intervening assignments thereof which have been delivered, are
being
delivered or will, upon receipt of recording information relating to the
Security Instrument required to be included thereon, be delivered to recording
offices for recording and have not been returned to the Seller in time to
permit
their delivery as specified above, the Seller may deliver a true copy thereof
with a certification, on the face of such copy, substantially as follows:
“Certified to be a true and correct copy of the original”; (x) in lieu of the
Security Instrument (other than the Mortgages related to the EMC Flow Loans),
assignments to the Trustee or intervening assignments thereof, if the applicable
jurisdiction retains the originals of such documents (as evidenced by a
certification from the Seller to such effect) the Seller may deliver photocopies
of such documents containing an original certification by the judicial or
other
governmental authority of the jurisdiction where such documents were recorded;
(y) in lieu of the Mortgage Notes relating to the Mortgage Loans, each
identified in the list delivered by the Purchaser to the Trustee on the Closing
Date and attached hereto as Exhibit 5, the Seller may deliver lost note
affidavits and indemnities of the Seller; and (z) the Seller shall not be
required to deliver intervening assignments or Mortgage Note endorsements
between the related Underlying Seller and the Seller, between the Seller
and the
Depositor, and between the Depositor and the Trustee; and provided further,
however, that in the case of Mortgage Loans which have been prepaid in full
after the Cut-off Date and prior to the Closing Date, the Seller, in lieu
of
delivering the above documents, may deliver to the Trustee a certification
by
the Seller or the Master Servicer to such effect and shall deposit all amounts
paid in respect of such Mortgage Loans in the Master Servicer Collection
Account
on the Closing Date. The Seller shall deliver such original documents (including
any original documents as to which certified copies had previously been
delivered) or such certified copies to the Trustee promptly after they are
received. The Seller shall cause the Mortgage and intervening assignments,
if
any, and the assignment of the Security Instrument to be recorded not later
than
180 days after the Closing Date, unless such assignment is not required to
be
recorded under the terms set forth in Section 6(a) hereof.
(c) In
connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Seller further agrees that it will cause, at the Seller’s own
expense, within 30 days after the Closing Date, the MERS® System to indicate
that such Mortgage Loans have been assigned by the Seller to the Purchaser
and
by the Purchaser to the Trustee in accordance with this Agreement for the
benefit of the Certificateholders by including (or deleting, in the case
of
Mortgage Loans which are repurchased in accordance with this Agreement) in
such
computer files (a) the code in the field which identifies the specific Trustee
and (b) the code in the field “Pool Field” which identifies the series of the
Certificates issued in connection with such Mortgage Loans. The Seller further
agrees that it will not, and will not permit any Servicer or the Master
Servicer, and the Master Servicer agrees that it will not, alter the codes
referenced in this paragraph with respect to any Mortgage Loan during the
term
of the Pooling and Servicing Agreement unless and until such Mortgage Loan
is
repurchased in accordance with the terms of the Pooling and Servicing
Agreement.
(d) The
Seller and the Purchaser acknowledge hereunder that all of the Mortgage Loans
and the related servicing will ultimately be assigned to U.S. Bank National
Association, as Trustee for the Holders of the Mortgage, on the date
hereof.
SECTION
5. Examination
of Mortgage Files.
(a) On
or
before the Mortgage File Delivery Date, the Seller will have made the Mortgage
Files available to the Purchaser or its agent for examination which may be
at
the offices of the Trustee or the Seller and/or the Seller’s custodian. The fact
that the Purchaser or its agent has conducted or has failed to conduct any
partial or complete examination of the Mortgage Files shall not affect the
Purchaser’s rights to demand cure, repurchase, substitution or other relief as
provided in this Agreement. In furtherance of the foregoing, the Seller shall
make the Mortgage Files available to the Purchaser or its agent from time
to
time so as to permit the Purchaser to confirm the Seller’s compliance with the
delivery and recordation requirements of this Agreement and the Pooling and
Servicing Agreement. In addition, upon request of the Purchaser, the Seller
agrees to provide to the Purchaser, Bear Xxxxxxx and to any investors or
prospective investors in the Certificates information regarding the Mortgage
Loans and their servicing, to make the Mortgage Files available to the
Purchaser, Bear Xxxxxxx and to such investors or prospective investors (which
may be at the offices of the Seller and/or the Seller’s custodian) and to make
available personnel knowledgeable about the Mortgage Loans for discussions
with
the Purchaser, Bear Xxxxxxx and such investors or prospective investors,
upon
reasonable request during regular business hours, sufficient to permit the
Purchaser, Bear Xxxxxxx and such investors or potential investors to conduct
such due diligence as any such party reasonably believes is
appropriate.
(b) Pursuant
to the Pooling and Servicing Agreement, on the Closing Date the Custodian,
on
behalf of the Trustee, for the benefit of the Certificateholders, will
acknowledge receipt of each Mortgage Loan by delivery to the Seller, the
Purchaser and the Trustee of an initial certification in the form attached
as
Exhibit One to the Custodial Agreement.
(c) Pursuant
to the Pooling and Servicing Agreement, within 90 days of the Closing Date
(or,
with respect to any Substitute Mortgage Loan, within five Business Days after
the receipt by the Trustee or Custodian thereof), the Trustee will review
or
shall cause the Custodian to review items of the Mortgage Files as set forth
on
Exhibit
1
and will
deliver to the Seller, the Purchaser and the Trustee an interim certification
substantially in the form of Exhibit Two to the Custodial Agreement. If the
Trustee or Custodian, as its agent, finds any document listed on Exhibit
1
not to
have been executed or received, or to be unrelated, determined on the basis
of
the Mortgagor name, original principal balance and loan number, to the Mortgage
Loans identified in the Final Mortgage Loan Schedule or to appear defective
on
its face (a “Material
Defect”),
the
Trustee or the Custodian, as its agent, shall promptly notify the Seller
of such
Material Defect. The Seller shall correct or cure any such Material Defect
within 90 days from the date of notice from the Trustee or the Custodian,
as its
agent, of the Material Defect and if the Seller fails to correct or cure
such
Material Defect within such period and such defect materially and adversely
affects the interests of the Certificateholders in the related Mortgage Loan,
the Seller will, in accordance with the terms of the Pooling and Servicing
Agreement, within 90 days of the date of notice, provide the Trustee with
a
Substitute Mortgage Loan (if within two years of the Closing Date) or purchase
the related Mortgage Loan at the applicable Purchase Price; provided
that,
if such
defect would cause the Mortgage Loan to be other than a “qualified mortgage” as
defined in Section 860G(a)(3) of the Code, any such cure, repurchase or
substitution must occur within 90 days from the date such breach was discovered;
provided, however,
that if
such defect relates solely to the inability of the Seller to deliver the
original Security Instrument or intervening assignments thereof, or a certified
copy because the originals of such documents, or a certified copy, have not
been
returned by the applicable jurisdiction, the Seller shall not be required
to
purchase such Mortgage Loan if the Seller delivers such original documents
or
certified copy promptly upon receipt, but in no event later than 360 days
after
the Closing Date. The foregoing repurchase obligation shall not apply in
the
event that the Seller cannot deliver such original or copy of any document
submitted for recording to the appropriate recording office in the applicable
jurisdiction because such document has not been returned by such office;
provided that the Seller shall instead deliver a recording receipt of such
recording office or, if such receipt is not available, a certificate confirming
that such documents have been accepted for recording, and delivery to the
Trustee or the Custodian, as its agent, shall be effected by the Seller within
thirty days of its receipt of the original recorded document.
(d) Pursuant
to the Pooling and Servicing Agreement, within 180 days of the Closing Date
(or,
with respect to any Substitute Mortgage Loan, within five Business Days after
the receipt by the Trustee or Custodian thereof) the Trustee will review
or
cause the Custodian to review items of the Mortgage Files as set forth on
Exhibit
1
and will
deliver to the Seller, the Purchaser and the Trustee a final certification
substantially in the form of Exhibit Three to the Custodial Agreement. If
the
Trustee or Custodian, as its agent, finds a Material Defect, the Trustee
or the
Custodian, as its agent, shall promptly notify the Seller of such Material
Defect. The Seller shall correct or cure any such Material Defect within
90 days
from the date of notice from the Trustee or the Custodian, as its agent,
of the
Material Defect and if the Seller fails to correct or cure such Material
Defect
within such period and such defect materially and adversely affects the
interests of the Certificateholders in the related Mortgage Loan, the Seller
will, in accordance with the terms of the Pooling and Servicing Agreement,
within 90 days of the date of notice, provide the Trustee with a Substitute
Mortgage Loan (if within two years of the Closing Date) or purchase the related
Mortgage Loan at the applicable Purchase Price; provided
that,
if such
defect would cause the Mortgage Loan to be other than a “qualified mortgage” as
defined in Section 860G(a)(3) of the Code, any such cure, repurchase or
substitution must occur within 90 days from the date such breach was discovered;
provided, however,
that if
such defect relates solely to the inability of the Seller to deliver the
original Security Instrument or intervening assignments thereof, or a certified
copy because the originals of such documents, or a certified copy, have not
been
returned by the applicable jurisdiction, the Seller shall not be required
to
purchase such Mortgage Loan if the Seller delivers such original documents
or
certified copy promptly upon receipt, but in no event later than 360 days
after
the Closing Date. The foregoing repurchase obligation shall not apply in
the
event that the Seller cannot deliver such original or copy of any document
submitted for recording to the appropriate recording office in the applicable
jurisdiction because such document has not been returned by such office;
provided that the Seller shall instead deliver a recording receipt of such
recording office or, if such receipt is not available, a certificate confirming
that such documents have been accepted for recording, and delivery to the
Trustee or the Custodian, as its agent, shall be effected by the Seller within
thirty days of its receipt of the original recorded document.
(e) At
the
time of any substitution, the Seller shall deliver or cause to be delivered
the
Substitute Mortgage Loan, the related Mortgage File and any other documents
and
payments required to be delivered in connection with a substitution pursuant
to
the Pooling and Servicing Agreement. At the time of any purchase or
substitution, the Trustee in accordance with the terms of the Pooling and
Servicing Agreement shall (i) assign to the Seller and cause the Custodian
to
release the documents (including, but not limited to, the Mortgage, Mortgage
Note and other contents of the Mortgage File) in the possession of the Custodian
relating to the Deleted Mortgage Loan and (ii) execute and deliver such
instruments of transfer or assignment, in each case without recourse, as
shall
be necessary to vest in the Seller title to such Deleted Mortgage
Loan.
SECTION
6. Recordation
of Assignments of Mortgage.
(a) The
Seller shall cause each assignment of the Security Instrument from the Seller
to
the Trustee to be recorded not later than 180 days after the Closing Date,
unless (a) such recordation is not required by the Rating Agencies or an
Opinion
of Counsel has been provided to the Trustee (with a copy to the Custodian)
which
states that the recordation of such assignments is not necessary to protect
the
interests of the Certificateholders in the related Mortgage Loans or (b)
MERS is
identified on the Mortgage or a properly recorded assignment of the Mortgage,
as
the Mortgagee of record solely as nominee for the Seller and its successors
and
assigns; provided,
however,
notwithstanding the foregoing, each assignment shall be submitted for recording
by the Seller in the manner described above, at no expense to the Trust or
Trustee, upon the earliest to occur of (i) reasonable direction by the Holders
of Certificates evidencing Fractional Undivided Interests aggregating not
less
than 25% of the portion of the Trust related to such Classes, (ii) the
occurrence of an Event of Default, (iii) the occurrence of a bankruptcy,
insolvency or foreclosure relating to the Seller and (iv) the occurrence
of a
servicing transfer as described in Section 8.02 of the Pooling and Servicing
Agreement.
While
each such Mortgage or assignment is being recorded, if necessary, the Seller
shall leave or cause to be left with the Trustee a certified copy of such
Mortgage or assignment. All customary recording fees and reasonable expenses
relating to the recordation of the assignments of mortgage to the Trustee
or the
Opinion of Counsel, as the case may be, shall be borne by the
Seller.
(b) It
is the
express intent of the parties hereto that the conveyance of the Mortgage
Loans
by the Seller to the Purchaser, as contemplated by this Agreement be, and
be
treated as, a sale. It is, further, not the intention of the parties that
such
conveyance be deemed a pledge of the Mortgage Loans by the Seller to the
Purchaser to secure a debt or other obligation of the Seller. However, in
the
event that, notwithstanding the intent of the parties, the Mortgage Loans
are
held by a court to continue to be property of the Seller, then (a) this
Agreement shall also be deemed to be a security agreement within the meaning
of
Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer
of
the Mortgage Loans provided for herein shall be deemed to be a grant by the
Seller to the Purchaser of a security interest in all of the Seller’s right,
title and interest in and to the Mortgage Loans and all amounts payable to
the
holders of the Mortgage Loans in accordance with the terms thereof and all
proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, to the extent the Purchaser
would otherwise be entitled to own such Mortgage Loans and proceeds pursuant
to
Section 4 hereof, including all amounts, other than investment earnings,
from
time to time held or invested in any accounts created pursuant to the Pooling
and Servicing Agreement, whether in the form of cash, instruments, securities
or
other property; (c) the possession by the Purchaser or the Trustee of Mortgage
Notes and such other items of property as constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be “possession by the
secured party” for purposes of perfecting the security interest pursuant to
Section 9-313 (or comparable provision) of the applicable Uniform Commercial
Code; and (d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the
Purchaser for the purpose of perfecting such security interest under applicable
law. Any assignment of the interest of the Purchaser pursuant to any provision
hereof or pursuant to the Pooling and Servicing Agreement shall also be deemed
to be an assignment of any security interest created hereby. The Seller and
the
Purchaser shall, to the extent consistent with this Agreement, take such
actions
as may be reasonably necessary to ensure that, if this Agreement were deemed
to
create a security interest in the Mortgage Loans, such security interest
would
be deemed to be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of the Pooling and
Servicing Agreement.
SECTION
7. Representations
and Warranties of Seller Concerning the Mortgage Loans.
The
Seller hereby represents and warrants to the Purchaser as of the Closing
Date,
or such other date as may be specified below with respect to each Mortgage
Loan
being sold by it, that:
(i) the
information set forth in the Mortgage Loan Schedule attached hereto is true
and
correct in all material;
(ii) immediately
prior to the transfer to the Purchaser, the Seller was the sole owner of
beneficial title and holder of each Mortgage and Mortgage Note relating to
the
Mortgage Loans and is conveying the same free and clear of any and all liens,
claims, encumbrances, participation interests, equities, pledges, charges
or
security interests of any nature and the Seller has full right and authority
to
sell or assign the same pursuant to this Agreement;
(iii) Each
Mortgage Loan at the time it was made complied in all material respects with
all
applicable laws and regulations, including, without limitation, usury, equal
credit opportunity, disclosure and recording laws and all applicable
anti-predatory lending laws; and each Mortgage Loan has been serviced in
all
material respects in accordance with all applicable laws and regulations,
including, without limitation, usury, equal credit opportunity, disclosure
and
recording laws and all applicable anti-predatory lending laws and the terms
of
the related Mortgage Note, the Mortgage and other loan documents;
(iv) there
is
no monetary default existing under any Mortgage or the related Mortgage Note
and
there is no material event which, with the passage of time or with notice
and
the expiration of any grace or cure period, would constitute a default, breach
or event of acceleration; and neither the Seller, any of its affiliates nor
any
servicer of any related Mortgage Loan has taken any action to waive any default,
breach or event of acceleration; and no foreclosure action is threatened
or has
been commenced with respect to the Mortgage Loan;
(v) the
terms
of the Mortgage Note and the Mortgage have not been impaired, waived, altered
or
modified in any respect, except by written instruments, (i) if required by
law
in the jurisdiction where the Mortgaged Property is located, or (ii) to protect
the interests of the Trustee on behalf of the Certificateholders;
(vi) no
selection procedure reasonably believed by the Seller to be adverse to the
interests of the Certificateholders was utilized in selecting the Mortgage
Loans;
(vii) each
Mortgage is a valid and enforceable first lien on the property securing the
related Mortgage Note and each Mortgaged Property is owned by the Mortgagor
in
fee simple (except with respect to common areas in the case of condominiums,
PUDs and de minimis
PUDs) or
by leasehold for a term longer than the term of the related Mortgage, subject
only to (i) the lien of current real property taxes and assessments, (ii)
covenants, conditions and restrictions, rights of way, easements and other
matters of public record as of the date of recording of such Mortgage, such
exceptions being acceptable to mortgage lending institutions generally or
specifically reflected in the appraisal obtained in connection with the
origination of the related Mortgage Loan or referred to in the lender’s title
insurance policy delivered to the originator of the related Mortgage Loan
and
(iii) 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 such Mortgage;
(viii) there
is
no mechanics’ lien or claim for work, labor or material affecting the premises
subject to any Mortgage which is or may be a lien prior to, or equal with,
the
lien of such Mortgage except those which are insured against by the title
insurance policy referred to in (xiii) below;
(ix) there
was
no delinquent tax or assessment lien against the property subject to any
Mortgage, except where such lien was being contested in good faith and a
stay
had been granted against levying on the property;
(x) there
is
no valid offset, defense or counterclaim to any Mortgage Note or Mortgage,
including the obligation of the Mortgagor to pay the unpaid principal and
interest on such Mortgage Note;
(xi) the
physical property subject to any Mortgage is free of material damage and
is in
good repair and there is no proceeding pending or threatened for the total
or
partial condemnation of any Mortgaged Property;
(xii) the
Mortgaged Property and all improvements thereon comply with all requirements
of
any applicable zoning and subdivision laws and ordinances;
(xiii) a
lender’s title insurance policy (on an ALTA or CLTA form) or binder, or other
assurance of title customary in the relevant jurisdiction therefor in a form
acceptable to Xxxxxx Xxx or Xxxxxxx Mac, was issued on the date that each
Mortgage Loan was created by a title insurance company which, to the best
of the
Seller’s knowledge, was qualified to do business in the jurisdiction where the
related Mortgaged Property is located, insuring the Seller and its successors
and assigns that the Mortgage is a first priority lien on the related Mortgaged
Property in the original principal amount of the Mortgage Loan. The Seller
is
the sole insured under such lender’s title insurance policy, and such policy,
binder or assurance is valid and remains in full force and effect, and each
such
policy, binder or assurance shall contain all applicable endorsements including
a negative amortization endorsement, if applicable;
(xiv) At
the
time of origination, each Mortgaged Property was the subject of an appraisal
which conformed to the underwriting requirements of the originator of the
Mortgage Loan and, the appraisal is in a form acceptable to Xxxxxx Mae or
FHLMC.
(xv) the
improvements on each Mortgaged Property securing a Mortgage Loan is insured
(by
an insurer which is acceptable to the Seller) against loss by fire and such
hazards as are covered under a standard extended coverage endorsement in
the
locale in which the Mortgaged Property is located, in an amount which is
not
less than the lesser of the maximum insurable value of the improvements securing
such Mortgage Loan or the outstanding principal balance of the Mortgage Loan,
but in no event in an amount less than an amount that is required to prevent
the
Mortgagor from being deemed to be a co-insurer thereunder; if the improvement
on
the Mortgaged Property is a condominium unit, it is included under the coverage
afforded by a blanket policy for the condominium project; if upon origination
of
the related Mortgage Loan, the improvements on the Mortgaged Property were
in an
area identified as a federally designated flood area, a flood insurance policy
is in effect in an amount representing coverage not less than the least of
(i)
the outstanding principal balance of the Mortgage Loan, (ii) the restorable
cost
of improvements located on such Mortgaged Property or (iii) the maximum coverage
available under federal law; and each Mortgage obligates the Mortgagor
thereunder to maintain the insurance referred to above at the Mortgagor’s cost
and expense;
(xvi) 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), (2), (4), (5), (6),
(7)
and (9) without reliance on the provisions of Treasury Regulation Section
1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other
provision that would allow a Mortgage Loan to be treated as a “qualified
mortgage” notwithstanding its failure to meet the requirements of Section
860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1),
(2),
(4), (5), (6), (7) and (9);
(xvii) none
of
the Mortgage Loans are (a) loans subject to 12 CFR Part 226.31, 12 CFR Part
226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing
TILA,
which implements the Home Ownership and Equity Protection Act of 1994, as
amended or (b) “high cost home,” “covered” (excluding home loans defined as
“covered home loans” in the New Jersey Home Ownership Security Act of 2002 that
were originated between November 26, 2003 and July 7, 2004), “high risk home” or
“predatory” loans under any applicable state, federal or local law (or a
similarly classified loan using different terminology under a law imposing
heightened regulatory scrutiny or additional legal liability for residential
mortgage loans having high interest rates, points and/or fees);
(xviii) the
information set forth in Schedule A of the Prospectus Supplement with respect
to
the Mortgage Loans is true and correct in all material respects;
(xix) no
Mortgage Loan (a) 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 5.7, Appendix E, attached hereto as Exhibit 6 or (b)
was
originated on or after October 1, 2002 and before March 7, 2003, which is
governed by the Georgia Fair Lending Act;
(xx) each
Mortgage Loan was originated in accordance with the underwriting guidelines
of
the related originator;
(xxi) each
original Mortgage has been recorded or is in the process of being recorded
in
accordance with the requirements of Section 2.01 of the Pooling and Servicing
Agreement in the appropriate jurisdictions wherein such recordation is required
to perfect the lien thereof for the benefit of the Trust Fund;
(xxii) the
related Mortgage File contains each of the documents and instruments listed
in
Section 2.01 of the Pooling and Servicing Agreement, subject to any exceptions,
substitutions and qualifications as are set forth in such Section;
(xxiii) the
Mortgage Loans are currently being serviced in accordance with accepted
servicing practices; and
(xxiv) with
respect to each Mortgage Loan that has a prepayment penalty feature, each
such
prepayment penalty is enforceable and will be enforced by the Mortgage Loan
Seller and each prepayment penalty is permitted pursuant to federal, state
and
local law. In addition, with respect to each Mortgage Loan (i) no Mortgage
Loan
will impose a prepayment penalty for a term in excess of five years from
the
date such Mortgage Loan was originated and (ii) such prepayment penalty is
at
least equal to the lesser of (A) the maximum amount permitted under applicable
law and (B) six months interest at the related Mortgage Interest Rate on
the
amount prepaid in excess of 20% of the original principal balance of such
Mortgage Loan.
(xxv) If
any of
the Mortgage Loans are secured by a leasehold interest, with respect to each
leasehold interest: the use of leasehold estates for residential properties
is
an accepted practice in the area where the related Mortgaged Property is
located; residential property in such area consisting of leasehold estates
is
readily marketable; the lease is recorded and no party is in any way in breach
of any provision of such lease; the leasehold is in full force and effect
and is
not subject to any prior lien or encumbrance by which the leasehold could
be
terminated or subject to any charge or penalty; and the remaining term of
the
lease does not terminate less than ten years after the maturity date of such
Mortgage Loan;
(xxvi) each
Mortgage Loan was originated (a) by a savings and loan association, savings
bank, commercial bank, credit union, insurance company or similar institution
that is supervised and examined by a federal or state authority, (b) by a
mortgagee approved by the Secretary of Housing and Urban Development pursuant
to
Sections 203 and 211 of the National Housing Act, as amended, or (c) by a
mortgage broker or correspondent lender in a manner such that the related
Mortgage Loan would be regarded for purposes of Section 3(a)(41) of the
Securities Exchange Act of 1934, as amended, as having been originated by
an
entity described in clauses (a) or (b) above.
It
is
understood and agreed that the representations and warranties set forth in
this
Section 7 will inure to the benefit of the Purchaser, its successors and
assigns, notwithstanding any restrictive or qualified endorsement on any
Mortgage Note or assignment of Mortgage or the examination of any Mortgage
File.
Upon any substitution for a Mortgage Loan, the representations and warranties
set forth above shall be deemed to be made by the Seller as to any Substitute
Mortgage Loan as of the date of substitution.
Upon
discovery or receipt of notice by the Seller, the Purchaser or the Trustee
of a
breach of any representation or warranty of the Seller set forth in this
Section
7 which materially and adversely affects the value of the interests of the
Purchaser, the Certificateholders or the Trustee in any of the Mortgage Loans
delivered to the Purchaser pursuant to this Agreement, the party discovering
or
receiving notice of such breach shall give prompt written notice to the others.
In the case of any such breach of a representation or warranty set forth
in this
Section 7, within 90 days from the date of discovery by the Seller, or the
date
the Seller is notified by the party discovering or receiving notice of such
breach (whichever occurs earlier), the Seller will (i) cure such breach in
all
material respects, (ii) purchase the affected Mortgage Loan at the applicable
Purchase Price or (iii) if within two years of the Closing Date, substitute
a
qualifying Substitute Mortgage Loan in exchange for such Mortgage Loan; provided
that, (A) in the case of a breach of the representation and warranty concerning
the Mortgage Loan Schedule contained in clause (i) of this Section 7, if
such
breach is material and relates to any field on the Mortgage Loan Schedule
which
identifies any Prepayment Charge or (B) in the case of a breach of the
representation contained in clause (x) of this Section 7, then, in each case,
in
lieu of purchasing such Mortgage Loan from the Trust Fund at the Purchase
Price,
the Seller shall pay the amount of the Prepayment Charge (net of any amount
previously collected by or paid to the Trust Fund in respect of such Prepayment
Charge) from its own funds and without reimbursement therefor, and the Seller
shall have no obligation to repurchase or substitute for such Mortgage Loan.
The
obligations of the Seller to cure, purchase or substitute a qualifying
Substitute Mortgage Loan shall constitute the Purchaser’s, the Trustee’s and the
Certificateholder’s sole and exclusive remedy under this Agreement or otherwise
respecting a breach of representations or warranties hereunder with respect
to
the Mortgage Loans, except for the obligation of the Seller to indemnify
the
Purchaser for such breach as set forth in and limited by Section 13
hereof.
Any
cause
of action against the Seller or relating to or arising out of a breach by
the
Seller of any representations and warranties made in this Section 7 shall
accrue
as to any Mortgage Loan upon (i) discovery of such breach by the Seller or
notice thereof by the party discovering such breach and (ii) failure by the
Seller to cure such breach, purchase such Mortgage Loan or substitute a
qualifying Substitute Mortgage Loan pursuant to the terms hereof.
SECTION
8. Representations
and Warranties Concerning the Seller.
As of
the date hereof and as of the Closing Date, the Seller represents and warrants
to the Purchaser as to itself in the capacity indicated as follows:
(a) the
Seller (i) is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and (ii) is qualified and
in
good standing to do business in each jurisdiction where such qualification
is
necessary, except where the failure so to qualify would not reasonably be
expected to have a material adverse effect on the Seller’s business as presently
conducted or on the Seller’s ability to enter into this Agreement and to
consummate the transactions contemplated hereby;
(b) the
Seller has full power to own its property, to carry on its business as presently
conducted and to enter into and perform its obligations under this
Agreement;
(c) the
execution and delivery by the Seller of this Agreement have been duly authorized
by all necessary action on the part of the Seller; and neither the execution
and
delivery of this Agreement, nor the consummation of the transactions herein
contemplated, nor compliance with the provisions hereof, will conflict with
or
result in a breach of, or constitute a default under, any of the provisions
of
any law, governmental rule, regulation, judgment, decree or order binding
on the
Seller or its properties or the charter or by-laws of the Seller, except
those
conflicts, breaches or defaults which would not reasonably be expected to
have a
material adverse effect on the Seller’s ability to enter into this Agreement and
to consummate the transactions contemplated hereby;
(d) the
execution, delivery and performance by the Seller of this Agreement and the
consummation of the transactions contemplated hereby do not require the consent
or approval of, the giving of notice to, the registration with, or the taking
of
any other action in respect of, any state, federal or other governmental
authority or agency, except those consents, approvals, notices, registrations
or
other actions as have already been obtained, given or made and, in connection
with the recordation of the Mortgages, powers of attorney or assignments
of
Mortgages not yet completed;
(e) this
Agreement has been duly executed and delivered by the Seller and, assuming
due
authorization, execution and delivery by the Purchaser, constitutes a valid
and
binding obligation of the Seller enforceable against it in accordance with
its
terms (subject to applicable bankruptcy and insolvency laws and other similar
laws affecting the enforcement of the rights of creditors
generally);
(f) there
are
no actions, suits or proceedings pending or, to the knowledge of the Seller,
threatened against the Seller, before or by any court, administrative agency,
arbitrator or governmental body (i) with respect to any of the transactions
contemplated by this Agreement or (ii) with respect to any other matter which
in
the judgment of the Seller will be determined adversely to the Seller and
will
if determined adversely to the Seller materially and adversely affect the
Seller’s ability to perform its obligations under this Agreement; and the Seller
is not in default with respect to any order of any court, administrative
agency,
arbitrator or governmental body so as to materially and adversely affect
the
transactions contemplated by this Agreement; and
(g) the
Seller’s Information (as defined in Section 13(a) hereof) does not include any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements made, in light of the circumstances under
which
they were made, not misleading.
SECTION
9. Representations
and Warranties Concerning the Purchaser.
As of
the date hereof and as of the Closing Date, the Purchaser represents and
warrants to the Seller as follows:
(a) the
Purchaser (i) is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and (ii) is qualified and
in
good standing as a foreign corporation to do business in each jurisdiction
where
such qualification is necessary, except where the failure so to qualify would
not reasonably be expected to have a material adverse effect on the Purchaser’s
business as presently conducted or on the Purchaser’s ability to enter into this
Agreement and to consummate the transactions contemplated hereby;
(b) the
Purchaser has full corporate power to own its property, to carry on its business
as presently conducted and to enter into and perform its obligations under
this
Agreement;
(c) the
execution and delivery by the Purchaser of this Agreement have been duly
authorized by all necessary corporate action on the part of the Purchaser;
and
neither the execution and delivery of this Agreement, nor the consummation
of
the transactions herein contemplated, nor compliance with the provisions
hereof,
will conflict with or result in a breach of, or constitute a default under,
any
of the provisions of any law, governmental rule, regulation, judgment, decree
or
order binding on the Purchaser or its properties or the articles of
incorporation or by-laws of the Purchaser, except those conflicts, breaches
or
defaults which would not reasonably be expected to have a material adverse
effect on the Purchaser’s ability to enter into this Agreement and to consummate
the transactions contemplated hereby;
(d) the
execution, delivery and performance by the Purchaser of this Agreement and
the
consummation of the transactions contemplated hereby do not require the consent
or approval of, the giving of notice to, the registration with, or the taking
of
any other action in respect of, any state, federal or other governmental
authority or agency, except those consents, approvals, notices, registrations
or
other actions as have already been obtained, given or made;
(e) this
Agreement has been duly executed and delivered by the Purchaser and, assuming
due authorization, execution and delivery by the Seller, constitutes a valid
and
binding obligation of the Purchaser enforceable against it in accordance
with
its terms (subject to applicable bankruptcy and insolvency laws and other
similar laws affecting the enforcement of the rights of creditors
generally);
(f) there
are
no actions, suits or proceedings pending or, to the knowledge of the Purchaser,
threatened against the Purchaser, before or by any court, administrative
agency,
arbitrator or governmental body (i) with respect to any of the transactions
contemplated by this Agreement or (ii) with respect to any other matter which
in
the judgment of the Purchaser will be determined adversely to the Purchaser
and
will if determined adversely to the Purchaser materially and adversely affect
the Purchaser’s ability to perform its obligations under this Agreement; and the
Purchaser is not in default with respect to any order of any court,
administrative agency, arbitrator or governmental body so as to materially
and
adversely affect the transactions contemplated by this Agreement;
and
(g) the
Purchaser’s Information (as defined in Section 13(b) hereof) does not include
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading.
SECTION
10. Conditions
to Closing.
(a) The
obligations of the Purchaser under this Agreement will be subject to the
satisfaction, on or prior to the Closing Date, of the following
conditions:
(i) Each
of
the obligations of the Seller required to be performed at or prior to the
Closing Date pursuant to the terms of this Agreement shall have been duly
performed and complied with in all material respects; all of the representations
and warranties of the Seller under this Agreement shall be true and correct
as
of the date or dates specified in all material respects; and no event shall
have
occurred which, with notice or the passage of time, would constitute a default
under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser
shall have received certificates to that effect signed by authorized officers
of
the Seller.
(ii) The
Purchaser shall have received all of the following closing documents, in
such
forms as are agreed upon and reasonably acceptable to the Purchaser, duly
executed by all signatories (other than the Purchaser) as required pursuant
to
the respective terms thereof:
(1) The
Pooling and Servicing Agreement, in form and substance reasonably satisfactory
to the Trustee and the Purchaser, and all documents required thereby duly
executed by all signatories;
(2) A
certificate of an officer of the Seller dated as of the Closing Date, in
a form
reasonably acceptable to the Purchaser, and attached thereto the resolutions
of
the Seller authorizing the transactions contemplated by this Agreement, together
with copies of the charter and by-laws of the Seller;
(3) One
or
more opinions of counsel from the Seller’s counsel otherwise in form and
substance reasonably satisfactory to the Purchaser, the Trustee and each
Rating
Agency;
(4) A
letter
from each of the Rating Agencies giving each Class of Certificates set forth
on
Schedule A the rating set forth on Schedule A; and
(5) Such
other documents, certificates (including additional representations and
warranties) and opinions as may be reasonably necessary to secure the intended
ratings from each Rating Agency for the Certificates.
(iii) The
Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement
and the Purchase Agreement shall have been issued and sold to Bear
Xxxxxxx.
(iv) The
Seller shall have furnished to the Purchaser such other certificates of its
officers or others and such other documents and opinions of counsel to evidence
fulfillment of the conditions set forth in this Agreement and the transactions
contemplated hereby as the Purchaser and its counsel may reasonably
request.
(b) The
obligations of the Seller under this Agreement shall be subject to the
satisfaction, on or prior to the Closing Date, of the following
conditions:
(i) The
obligations of the Purchaser required to be performed by it on or prior to
the
Closing Date pursuant to the terms of this Agreement shall have been duly
performed and complied with in all material respects, and all of the
representations and warranties of the Purchaser under this Agreement shall
be
true and correct in all material respects as of the date hereof and as of
the
Closing Date, and no event shall have occurred which would constitute a breach
by it of the terms of this Agreement, and the Seller shall have received
a
certificate to that effect signed by an authorized officer of the
Purchaser.
(ii) The
Seller shall have received copies of all of the following closing documents,
in
such forms as are agreed upon and reasonably acceptable to the Seller, duly
executed by all signatories other than the Seller as required pursuant to
the
respective terms thereof:
(1) The
Pooling and Servicing Agreement, in form and substance reasonably satisfactory
to the Seller, and all documents required thereby duly executed by all
signatories;
(2) A
certificate of an officer of the Purchaser dated as of the Closing Date,
in a
form reasonably acceptable to the Seller, and attached thereto the resolutions
of the Purchaser authorizing the transactions contemplated by this Agreement
and
the Pooling and Servicing Agreement, together with copies of the Purchaser’s
articles of incorporation, and evidence as to the good standing of the Purchaser
dated as of a recent date;
(3) One
or
more opinions of counsel from the Purchaser’s counsel in form and substance
reasonably satisfactory to the Seller;
(4) Such
other documents, certificates (including additional representations and
warranties) and opinions as may be reasonably necessary to secure the intended
rating from each Rating Agency for the Certificates;
SECTION
11. Fees
and Expenses.
Subject
to Section 16 hereof, the Seller shall pay on the Closing Date or such later
date as may be agreed to by the Purchaser (i) the fees and expenses of the
Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s
attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the
fee for the use of Purchaser’s Registration Statement based on the aggregate
original principal amount of the Certificates and the filing fee of the
Commission as in effect on the date on which the Registration Statement was
declared effective, (iv) the fees and expenses including counsel’s fees and
expenses in connection with any “blue sky” and legal investment matters, (v) the
fees and expenses of the Trustee which shall include without limitation the
fees
and expenses of the Trustee (and the fees and disbursements of its counsel)
with
respect to (A) legal and document review of this Agreement, the Pooling and
Servicing Agreement, the Certificates and related agreements, (B) attendance
at
the Closing and (C) review of the Mortgage Loans to be performed by the
Custodian, (vi) the expenses for printing or otherwise reproducing the
Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees
and
expenses of each Rating Agency (both initial and ongoing), (viii) the fees
and
expenses relating to the preparation and recordation of mortgage assignments
(including intervening assignments, if any and if available, to evidence
a
complete chain of title from the originator to the Trustee) from the Seller
to
the Trustee or the expenses relating to the Opinion of Counsel referred to
in
Section 6(a) hereof, as the case may be, and (ix) Mortgage File due diligence
expenses and other out-of-pocket expenses incurred by the Purchaser in
connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in
connection with the sale of the Certificates. The Seller additionally agrees
to
pay directly to any third party on a timely basis the fees provided for above
which are charged by such third party and which are billed
periodically.
SECTION
12. Accountants’
Letters.
(a) Deloitte
& Touche LLP will review the characteristics of a sample of the Mortgage
Loans described in the Mortgage Loan Schedule and will compare those
characteristics to the description of the Mortgage Loans contained in the
Prospectus Supplement under the captions “Summary of Prospectus Supplement—The
Mortgage Loans”, “The Mortgage Pool” and “Certain Characteristics of the
Mortgage Loans” in Schedule A thereto. The Seller will cooperate with the
Purchaser in making available all information and taking all steps reasonably
necessary to permit such accountants to complete the review and to deliver
the
letters required of them under the Underwriting Agreement. Deloitte & Touche
LLP will also confirm certain calculations as set forth under the caption
“Yield
On The Certificates” in the Prospectus Supplement.
(b) To
the
extent statistical information with respect to the Master Servicer or any
Servicer’s servicing portfolio is included in the Prospectus Supplement under
the caption “The Master Servicer and the Servicers,” a letter from the certified
public accountant for such Master Servicer, Servicer or Servicers, as
applicable, will be delivered to the Purchaser dated the date of the Prospectus
Supplement, in the form previously agreed to by the Seller and the Purchaser,
with respect to such statistical information.
SECTION
13. Indemnification.
(a) The
Seller shall indemnify and hold harmless the Purchaser and its directors,
officers and controlling persons (as defined in Section 15 of the Securities
Act) from and against any loss, claim, damage or liability or action in respect
thereof, to which they or any of them may become subject, under the Securities
Act or otherwise, insofar as such loss, claim, damage, liability or action
arises out of, or is based upon (i) any untrue statement of a material fact
contained in the Seller’s
Information
as
identified in Exhibit
3,
the
omission to state in the Prospectus Supplement or Prospectus (or any amendment
thereof or supplement thereto approved by the Seller and in which additional
Seller’s Information is identified), in reliance upon and in conformity with
Seller’s Information a material fact required to be stated therein or necessary
to make the statements therein in light of the circumstances in which they
were
made, not misleading, (ii) any representation or warranty assigned or made
by
the Seller in Section 7 or Section 8 hereof being, or alleged to be, untrue
or
incorrect, or (iii) any failure by the Seller to perform its obligations
under
this Agreement; and the Seller shall reimburse the Purchaser and each other
indemnified party for any legal and other expenses reasonably incurred by
them
in connection with investigating or defending or preparing to defend against
any
such loss, claim, damage, liability or action.
The
foregoing indemnity agreement is in addition to any liability which the Seller
otherwise may have to the Purchaser or any other such indemnified
party.
(b) The
Purchaser shall indemnify and hold harmless the Seller and its respective
directors, officers and controlling persons (as defined in Section 15 of
the
Securities Act) from and against any loss, claim, damage or liability or
action
in respect thereof, to which they or any of them may become subject, under
the
Securities Act or otherwise, insofar as such loss, claim, damage, liability
or
action arises out of, or is based upon (i) any untrue statement of a material
fact contained in the Purchaser’s
Information
as
identified in Exhibit
4,
the
omission to state in the Prospectus Supplement or Prospectus (or any amendment
thereof or supplement thereto approved by the Purchaser and in which additional
Purchaser’s Information is identified), in reliance upon and in conformity with
the Purchaser’s Information, a material fact required to be stated therein or
necessary to make the statements therein in light of the circumstances in
which
they were made, not misleading, (ii) any representation or warranty made
by the
Purchaser in Section 9 hereof being, or alleged to be, untrue or incorrect,
or
(iii) any failure by the Purchaser to perform its obligations under this
Agreement; and the Purchaser shall reimburse the Seller, and each other
indemnified party for any legal and other expenses reasonably incurred by
them
in connection with investigating or defending or preparing to defend any
such
loss, claim, damage, liability or action. The foregoing indemnity agreement
is
in addition to any liability which the Purchaser otherwise may have to the
Seller, or any other such indemnified party,
(c) Promptly
after receipt by an indemnified party under subsection (a) or (b) above of
notice of the commencement of any action, such indemnified party shall, if
a
claim in respect thereof is to be made against the indemnifying party under
such
subsection, notify each party against whom indemnification is to be sought
in
writing of the commencement thereof (but the failure so to notify an
indemnifying party shall not relieve it from any liability which it may have
under this Section 13 except to the extent that it has been prejudiced in
any
material respect by such failure or from any liability which it may have
otherwise). In case any such action is brought against any indemnified party,
and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent
it
may elect by written notice delivered to the indemnified party promptly (but,
in
any event, within 30 days) after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party. Notwithstanding the foregoing, the
indemnified party or parties shall have the right to employ its or their
own
counsel in any such case, but the fees and expenses of such counsel shall
be at
the expense of such indemnified party or parties unless (i) the employment
of
such counsel shall have been authorized in writing by one of the indemnifying
parties in connection with the defense of such action, (ii) the indemnifying
parties shall not have employed counsel to have charge of the defense of
such
action within a reasonable time after notice of commencement of the action,
or
(iii) such indemnified party or parties shall have reasonably concluded that
there is a conflict of interest between itself or themselves and the
indemnifying party in the conduct of the defense of any claim or that the
interests of the indemnified party or parties are not substantially co-extensive
with those of the indemnifying party (in which case the indemnifying parties
shall not have the right to direct the defense of such action on behalf of
the
indemnified party or parties), in any of which events such fees and expenses
shall be borne by the indemnifying parties; provided,
however,
that
the indemnifying party shall be liable only for the fees and expenses of
one
counsel in addition to one local counsel in the jurisdiction involved. Anything
in this subsection to the contrary notwithstanding, an indemnifying party
shall
not be liable for any settlement or any claim or action effected without
its
written consent; provided,
however,
that
such consent was not unreasonably withheld.
(d) If
the
indemnification provided for in paragraphs (a) and (b) of this Section 13
shall
for any reason be unavailable to an indemnified party in respect of any loss,
claim, damage or liability, or any action in respect thereof, referred to
in
Section 13, then the indemnifying party shall in lieu of indemnifying the
indemnified party contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability, or action in
respect
thereof, in such proportion as shall be appropriate to reflect the relative
benefits received by the Seller on the one hand and the Purchaser on the
other
from the purchase and sale of the Mortgage Loans, the offering of the
Certificates and the other transactions contemplated hereunder. No person
found
liable for a fraudulent misrepresentation (within the meaning of Section
11(f)
of the Securities Act) shall be entitled to contribution from any person
who is
not also found liable for such fraudulent misrepresentation.
(e) The
parties hereto agree that reliance by an indemnified party on any publicly
available information or any information or directions furnished by an
indemnifying party shall not constitute negligence, bad faith or willful
misconduct by such indemnified party.
SECTION
14. Notices.
All
demands, notices and communications hereunder shall be in writing but may
be
delivered by facsimile transmission subsequently confirmed in writing. Notices
to the Seller shall be directed to EMC Mortgage Corporation, 0000 Xxxx Xxxxx
Xxxxx, Xxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000, Attention, President
or
General Counsel and notices to the Purchaser shall be directed to Structured
Asset Mortgage Investments II Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000
(Telecopy: (212-272-7206)), Attention: Xxxxx Xxxxxxxxxxx; or to any other
address as may hereafter be furnished by one party to the other party by
like
notice. Any such demand, notice or communication hereunder shall be deemed
to
have been received on the date received at the premises of the addressee
(as
evidenced, in the case of registered or certified mail, by the date noted
on the
return receipt) provided that it is received on a business day during normal
business hours and, if received after normal business hours, then it shall
be
deemed to be received on the next business day.
SECTION
15. Transfer
of Mortgage Loans.
The
Purchaser retains the right to assign the Mortgage Loans and any or all of
its
interest under this Agreement to the Trustee without the consent of the Seller,
and, upon such assignment, the Trustee shall succeed to the applicable rights
and obligations of the Purchaser hereunder; provided,
however,
the
Purchaser shall remain entitled to the benefits set forth in Sections 11,
13 and
17 hereto and as provided in Section 2(a). Notwithstanding the foregoing,
the
sole and exclusive right and remedy of the Trustee with respect to a breach
of
representation or warranty of the Seller shall be the purchase or substitution
obligations of the Seller contained in Sections 5 and 7 hereof.
SECTION
16. Termination.
This
Agreement may be terminated (a) by the mutual consent of the parties hereto
prior to the Closing Date, (b) by the Purchaser, if the conditions to the
Purchaser’s obligation to close set forth under Section 10(a) hereof are not
fulfilled as and when required to be fulfilled or (c) by the Seller, if the
conditions to the Seller’s obligation to close set forth under Section 10(b)
hereof are not fulfilled as and when required to be fulfilled. In the event
of
termination pursuant to clause (b), the Seller shall pay, and in the event
of
termination pursuant to clause (c), the Purchaser shall pay, all reasonable
out-of-pocket expenses incurred by the other in connection with the transactions
contemplated by this Agreement. In the event of a termination pursuant to
clause
(a), each party shall be responsible for its own expenses.
SECTION
17. Representations,
Warranties and Agreements to Survive Delivery.
All
representations, warranties and agreements contained in this Agreement, or
contained in certificates of officers of the Seller submitted pursuant hereto,
shall remain operative and in full force and effect and shall survive delivery
of the Mortgage Loans to the Purchaser (and by the Purchaser to the Trustee).
Subsequent to the delivery of the Mortgage Loans to the Purchaser, the Seller’s
representations and warranties contained herein with respect to the Mortgage
Loans shall be deemed to relate to the Mortgage Loans actually delivered
to the
Purchaser and included in the Mortgage Loan Schedule and any Substitute Mortgage
Loan.
SECTION
18. Severability.
If any
provision of this Agreement shall be prohibited or invalid under applicable
law,
the Agreement shall be ineffective only to such extent, without invalidating
the
remainder of this Agreement.
SECTION
19. Counterparts.
This
Agreement may be executed in counterparts, each of which will be an original,
but which together shall constitute one and the same agreement.
SECTION
20. Amendment.
This
Agreement cannot be amended or modified in any manner without the prior written
consent of each party.
SECTION
21. GOVERNING
LAW.
THIS
AGREEMENT shall be governed by, and construed in accordance with, the laws
of
the State of New York, without regard to conflict of laws principles thereof
other than Section 5-1401 of the New York General Obligations Law.
SECTION
22. Further
Assurances.
Each of
the parties agrees to execute and deliver such instruments and take such
actions
as another party may, from time to time, reasonably request in order to
effectuate the purpose and to carry out the terms of this Agreement including
any amendments hereto which may be required by either Rating
Agency.
SECTION
23. Successors
and Assigns.
This
Agreement shall bind and inure to the benefit of and be enforceable by the
Seller and the Purchaser and their permitted successors and assigns and,
to the
extent specified in Section 13 hereof, Bear Xxxxxxx, and their directors,
officers and controlling persons (within the meaning of federal securities
laws). The Seller acknowledges and agrees that the Purchaser may assign its
rights under this Agreement (including, without limitation, with respect
to the
Seller’s representations and warranties respecting the Mortgage Loans) to the
Trustee. Any person into which the Seller may be merged or consolidated (or
any
person resulting from any merger or consolidation involving the Seller),
any
person resulting from a change in form of the Seller or any person succeeding
to
the business of the Seller, shall be considered the “successor” of the Seller
hereunder and shall be considered a party hereto without the execution or
filing
of any paper or any further act or consent on the part of any party hereto.
Except as provided in the two preceding sentences, this Agreement cannot
be
assigned, pledged or hypothecated by either party hereto without the written
consent of the other parties to this Agreement and any such assignment or
purported assignment shall be deemed null and void.
SECTION
24. The
Seller.
The
Seller will keep in full force and effect its existence, all rights and
franchises as a corporation under the laws of the State of its incorporation
and
will obtain and preserve its qualification to do business as a foreign
corporation in each jurisdiction in which such qualification is necessary
to
perform its obligations under this Agreement.
SECTION
25. Entire
Agreement.
This
Agreement contains the entire agreement and understanding between the parties
with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements, understandings, inducements and conditions, express
or implied, oral or written, of any nature whatsoever with respect to the
subject matter hereof.
SECTION
26. No
Partnership.
Nothing herein contained shall be deemed or construed to create a partnership
or
joint venture between the parties hereto.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed
hereto
by their respective duly authorized officers as of the date first above
written.
EMC
MORTGAGE CORPORATION
|
|
By:
|
|
Name:
|
|
Title:
|
|
STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC.
|
|
By:
|
|
Name:
|
|
Title:
|
EXHIBIT
1
CONTENTS
OF MORTGAGE FILE
With
respect to each Mortgage Loan, the Mortgage File shall include each of the
following items, which shall be available for inspection by the Purchaser
or its
designee, and which shall be delivered to the Purchaser or its designee pursuant
to the terms of the Agreement.
(i) The
original Mortgage Note, endorsed without recourse (a) to the order of the
Trustee or (b) in the case of a Mortgage Loan registered on the MERS system,
endorsed in blank, in either case showing an unbroken chain of endorsements
from
the originator thereof to the Person endorsing it to the Trustee, or lost
note
affidavit together with a copy of the related Mortgage Note;
(ii) The
original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting
the
presence of the MIN and language indicating that such Mortgage Loan is a
MOM
Loan, which shall have been recorded (or, for Mortgage Loans other than the
EMC
Flow Loans, if the original is not available, a copy), with evidence of such
recording indicated thereon (or if the original is not available, a copy),
with
evidence of such recording indicated thereon (or if the original Security
Instrument, assignments to the Trustee or intervening assignments thereof
which
have been delivered, are being delivered or will, upon receipt of recording
information relating to the Security Instrument required to be included thereon,
be delivered to recording offices for recording and have not been returned
to
the Seller in time to permit their recording as specified in Section 2.01(b)
of
the Pooling and Servicing Agreement, shall be in recordable form);
(iii) unless
the Mortgage Loan is a MOM Loan or has been assigned in the name of MERS,
a
certified copy of the assignment (which may be in the form of a blanket
assignment if permitted in the jurisdiction in which the Mortgaged Property
is
located) to “U.S. Bank National Association, as Trustee”, with evidence of
recording with respect to each Mortgage Loan in the name of the Trustee thereon
(or if (A) the original Security Instrument, assignments to the Trustee or
intervening assignments thereof which have been delivered, are being delivered
or will, upon receipt of recording information relating to the Security
Instrument required to be included thereon, be delivered to recording offices
for recording and have not been returned to the Seller in time to permit
their
delivery as specified in Section 2.01(b) of the Pooling and Servicing Agreement,
the Seller may deliver a true copy thereof with a certification by the Seller,
on the face of such copy, substantially as follows: “Certified to be a true and
correct copy of the original” or (B) the related Mortgaged Property is located
in a state other than Maryland or an Opinion of Counsel has been provided
as set
forth in Section 2.01(b) of the Pooling and Servicing Agreement, shall be
in
recordable form);
(iv)
all
intervening assignments of the Security Instrument, if applicable and only
to
the extent available to the Seller with evidence of recording
thereon;
(v) the
original or a copy of the policy or certificate of primary mortgage guaranty
insurance, to the extent available, if any;
(vi) the
original policy of title insurance or mortgagee’s certificate of title insurance
or commitment or binder for title insurance or, in the event such original
title
policy has not been received from the title insurer, such original title
policy
will be delivered within one year of the Closing Date or, in the event such
original title policy is unavailable, a photocopy of such title policy or,
in
lieu thereof, a current lien search on the related Mortgaged Property;
and
(vii) originals
of all modification agreements, if applicable and available.
EXHIBIT
2
MORTGAGE
LOAN SCHEDULE INFORMATION
The
Mortgage Loan Schedule shall set forth the following information with respect
to
each Mortgage Loan:
(a)
|
the
city, state and zip code of the Mortgaged Property;
|
(b)
|
the
property type;
|
(c)
|
the
Mortgage Rate;
|
(d)
|
the
Servicing Fee Rate;
|
(e)
|
the
Master Servicer’s Fee Rate, if applicable;
|
(f)
|
the
LPMI Fee, if applicable;
|
(g)
|
the
Trustee Fee Rate, if applicable;
|
(h)
|
the
Net Rate;
|
(i)
|
the
maturity date;
|
(j)
|
the
stated original term to maturity;
|
(k)
|
the
stated remaining term to maturity;
|
(l)
|
the
original principal balance;
|
(m)
|
the
first payment date;
|
(n)
|
the
principal and interest payment in effect as of the Cut-off
Date;
|
(o)
|
the
unpaid principal balance as of the Cut-off Date;
|
(p)
|
the
Loan-to-Value Ratio at origination;
|
(q)
|
the
insurer of any Primary Mortgage Insurance Policy;
|
(r)
|
the
MIN with respect to each MOM Loan;
|
(s)
|
the
Gross Margin, if applicable;
|
(t)
|
the
next Adjustment Date, if applicable;
|
(u)
|
the
Maximum Lifetime Mortgage Rate, if applicable;
|
(v)
|
the
Minimum Lifetime Mortgage Rate, if applicable;
|
(w)
|
the
Periodic Rate Cap, if applicable;
|
(x)
|
the
Loan Group, if applicable;
|
(y)
|
a
code indicating whether the Mortgage Loan is negatively
amortizing;
|
(z)
|
which
Mortgage Loans adjust after an initial fixed rate period of one,
two,
three, five, seven or ten years or any other period;
|
(aa)
|
the
Prepayment Charge, if any;
|
(bb)
|
lien
position (e.g., first lien or second lien);
|
(cc)
|
a
code indicating whether the Mortgage Loan is has a balloon
payment;
|
(dd)
|
a
code indicating whether the Mortgage Loan is an interest-only
loan;
|
(ee)
|
the
interest-only term, if applicable;
|
(ff)
|
the
Mortgage Loan Seller; and
|
(gg)
|
the
original amortization term.
|
Such
schedule also shall set forth for all of the Mortgage Loans, the total number
of
Mortgage Loans, the total of each of the amounts described under (n) and
(o)
above, the weighted average by principal balance as of the Cut-off Date of
each
of the rates described under (c) through (h) above, and the weighted average
remaining term to maturity by unpaid principal balance as of the Cut-off
Date.
EXHIBIT
3
SELLER’S
INFORMATION
All
information in the Prospectus Supplement described under the following Sections:
“SUMMARY OF PROSPECTUS SUPPLEMENT—The Mortgage Loans,” “THE MORTGAGE POOL”, “THE
SPONSOR" and “SCHEDULE A—CERTAIN CHARACTERISTICS OF THE MORTGAGE
LOANS.”
EXHIBIT
4
PURCHASER’S
INFORMATION
All
information in the Prospectus Supplement and the Prospectus, except the Seller’s
Information.
EXHIBIT
5
SCHEDULE
OF LOST NOTES
Available
Upon Request
EXHIBIT
6
REVISED
October 20, 0000
XXXXXXXX
X - STANDARD & POOR’S PREDATORY LENDING CATEGORIES
Standard
& Poor’s has categorized loans governed by anti-predatory lending laws in
the Jurisdictions listed below into three categories based upon a combination
of
factors that include (a) the risk exposure associated with the assignee
liability and (b) the tests and thresholds set
forth in
those laws. Note that certain loans classified by the relevant statute as
Covered are included in Standard & Poor’s High Cost Loan Category because
they included thresholds and tests that are typical of what is generally
considered High Cost by the industry.
Standard
& Poor’s High Cost Loan Categorization
|
||
State/Jurisdiction
|
Name
of Anti-Predatory Lending
Law/Effective
Date
|
Category
under
Applicable
Anti-Predatory Lending Law
|
Arkansas
|
Arkansas
Home Loan Protection Act, Ark. Code Xxx. §§ 00-00-000 et seq.
Effective
July 16, 2003
|
High
Cost Home Loan
|
Cleveland
Heights, OH
|
Ordinance
No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq.
Effective
June 2, 2003
|
Covered
Loan
|
Colorado
|
Consumer
Equity Protection, Colo. Stat. Xxx. §§ 5-3.5-101 et seq.
Effective
for covered loans offered or entered into on or after January
1, 2003.
Other provisions of the Act took effect on June 7, 2002
|
Covered
Loan
|
Connecticut
|
Connecticut
Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746
et seq.
Effective
October 1, 2001
|
High
Cost Home Loan
|
District
of Columbia
|
Home
Loan Protection Act, D.C. Code §§ 26-1151.01 et seq.
Effective
for loans closed on or after January 28, 2003
|
Covered
Loan
|
Florida
|
Fair
Lending Act, Fla. Stat. Xxx. §§ 494.0078 et seq.
Effective
October 2, 2002
|
High
Cost Home Loan
|
Georgia
(Oct. 1, 2002 - Mar. 6, 2003)
|
Georgia
Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq.
Effective October 1, 2002 - March 6, 2003
|
High
Cost Home Loan
|
Georgia
as amended (Mar. 7, 2003 - current)
|
Georgia
Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq.
Effective
for loans closed on or after March 7, 2003
|
High
Cost Home Loan
|
HOEPA
Section 32
|
Home
Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
§§ 226.32 and 226.34
Effective
October 1, 1995, amendments October 1, 2002
|
High
Cost Loan
|
Illinois
|
High
Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq.
Effective
January 1, 2004 (prior to this date, regulations under Residential
Mortgage License Act effective from May 14, 2001)
|
High
Risk Home Loan
|
Indiana
|
Indiana
Home Loan Practices Act, Ind. Code Xxx. §§ 24-9-1-1 et seq.
Effective
January 1, 2005; amended by 2005 HB 1179, effective July 1, 2005.
|
High
Cost Home Loans
|
Kansas
|
Consumer
Credit Code, Kan. Stat. Xxx. §§ 16a-1-101 et seq.
Sections
16a-1-301 and 16a-3-207 became effective April 14, 1999; Section
16a-3-308a became effective July 1, 1999
|
High
Loan to Value Consumer Loan (id. § 16a-3-207) and;
|
High
APR Consumer Loan (id.
§16a-3-308a)
|
||
Kentucky
|
2003
KY H.B. 000 - Xxxx Xxxx Xxxx Xxxx Xxx, Xx. Rev. Stat. §§ 360.100
et seq.
Effective
June 24, 2003
|
High
Cost Home Loan
|
Maine
|
Truth
in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq.
Effective
September 29, 1995 and as amended from time to time
|
High
Rate High Fee Mortgage
|
Massachusetts
|
Part
40 and Part 32, 209 C.M.R. §§ 32.00 et seq.
and 209 C.M.R. §§ 40.01 et seq.
Effective
March 22, 2001 and amended from time to time
|
High
Cost Home Loan
|
Nevada
|
Assembly
Xxxx No. 284, Nev. Rev. Stat. §§ 598D.010 et seq.
Effective
October 1, 2003
|
Home
Loan
|
New
Jersey
|
New
Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
et seq.
Effective
for loans closed on or after November 27, 2003
|
High
Cost Home Loan
|
New
Mexico
|
Home
Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.
Effective
as of January 1, 2004; Revised as of February 26, 2004
|
High
Cost Home Loan
|
New
York
|
N.Y.
Banking Law Article 6-l
Effective
for applications made on or after April 1, 2003
|
High
Cost Home Loan
|
North
Carolina
|
Restrictions
and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
et seq.
Effective
July 1, 2000; amended October 1, 2003 (adding open-end lines
of credit)
|
High
Cost Home Loan
|
Ohio
|
H.B.
386 (codified in various sections of the Ohio Code), Ohio Rev.
Code Xxx.
§§ 1349.25 et seq.
Effective
May 24, 2002
|
Covered
Loan
|
Oklahoma
|
Consumer
Credit Code (codified in various sections of Title 14A)
Effective
July 1, 2000; amended effective January 1, 2004
|
Subsection
10 Mortgage
|
Rhode
Island
|
Rhode
Island Home Loan Protection Act, R.I. Gen. Laws §§ 34-25.2-1 et seq.
Effective
December 31, 2006.
|
High
Cost Home Loan
|
South
Carolina
|
South
Carolina High Cost and Consumer Home Loans Act, S.C. Code Xxx.
§§ 37-23-10
et seq.
Effective
for loans taken on or after January 1, 2004
|
High
Cost Home Loan
|
Tennessee
|
Tennessee
Home Loan Protection Act, Tenn. Code Xxx. §§ 00-00-000 et seq.
Effective
January 1, 2007.
|
High
Cost Home Loan
|
West
Virginia
|
West
Virginia Residential Mortgage Lender, Broker and Servicer Act,
W. Va. Code
Xxx. §§ 31-17-1 et seq.
Effective
June 5, 0000
|
Xxxx
Xxxxxxxx Mortgage Loan Act Loan
|
Standard
& Poor’s Covered Loan Categorization
|
||
State/Jurisdiction
|
Name
of Anti-Predatory Lending
Law/Effective
Date
|
Category
under
Applicable
Anti-Predatory Lending Law
|
Georgia
(Oct. 1, 2002 - Mar. 6, 2003)
|
Georgia
Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq.
Effective
October 1, 2002 - March 6, 2003
|
Covered
Loan
|
New
Jersey
|
New
Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
et seq.
Effective
November 27, 2003 - July 5, 2004
|
Covered
Home Loan
|
Standard
& Poor’s Home Loan Categorization
|
||
State/Jurisdiction
|
Name
of Anti-Predatory Lending
Law/Effective
Date
|
Category
under
Applicable
Anti-Predatory Lending Law
|
Georgia
(Oct. 1, 2002 - Mar. 6, 2003)
|
Georgia
Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et seq.
Effective
October 1, 2002 - March 6, 2003
|
Home
Loan
|
New
Jersey
|
New
Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
et seq.
Effective
for loans closed on or after November 27, 2003
|
Home
Loan
|
New
Mexico
|
Home
Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.
Effective
as of January 1, 2004; Revised as of February 26, 2004
|
Home
Loan
|
North
Carolina
|
Restrictions
and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
et seq.
Effective
July 1, 2000; amended October 1, 2003 (adding open-end lines
of
credit)
|
Consumer
Home Loan
|
South
Carolina
|
South
Carolina High Cost and Consumer Home Loans Act, S.C. Code Xxx.
§§ 37-23-10
et seq.
Effective
for loans taken on or after January 1, 2004
|
Consumer
Home Loan
|
Revised
10/20/06
SCHEDULE
A
REQUIRED
RATINGS FOR EACH CLASS OF CERTIFICATES
Public
Certificates
Class
|
S&P
|
Fitch
|
Class
A-1
|
AAA
|
Aaa
|
Class
A-2
|
AAA
|
Aaa
|
Class
A-3
|
AAA
|
Aaa
|
Class
A-4
|
AAA
|
Aaa
|
Class
A-5
|
AAA
|
Aaa
|
Class
A-6
|
AAA
|
Aaa
|
Class
A-7
|
AAA
|
Aaa
|
Class
B-1
|
AA
|
Aa2
|
Class
B-2
|
A
|
A2
|
Class
B-3
|
BBB
|
Baa2
|
Class
X
|
AAA
|
Aaa
|
Class
PO
|
AAA
|
Aaa
|
Class
R-1
|
AAA
|
Aaa
|
Class
R-2
|
AAA
|
Aaa
|
None
of
the above ratings have been lowered since the respective dates of such
letters.
Private
Certificates
Class
|
S&P
|
Fitch
|
Class
B-4
|
BB
|
--
|
Class
B-5
|
B
|
--
|
Class
B-6
|
--
|
--
|
None
of
the above ratings have been lowered since the respective dates of such
letters.
SCHEDULE
B
MORTGAGE
LOAN SCHEDULE
[Provided
upon request]
EXHIBIT
I-1
[Provided
Under Separate Cover]
EXHIBIT
I-2
[Provided
Under Separate Cover]
EXHIBIT
I-3
[Provided
Under Separate Cover]
EXHIBIT
I-4
[Provided
Under Separate Cover]
EXHIBIT
I-5
[Provided
Under Separate Cover]
EXHIBIT
J-1
[Provided
Under Separate Cover]
EXHIBIT
J-2
[Provided
Under Separate Cover]
EXHIBIT
J-3
[Provided
Under Separate Cover]
EXHIBIT
J-4
[Provided
Under Separate Cover]
EXHIBIT
J-5
[Provided
Under Separate Cover]
EXHIBIT
K
FORM
OF
BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE
The
[
]
agreement
dated as of [ ],
200[
] (the “Agreement”), among [IDENTIFY PARTIES]
I,
________________________________, the _______________________ of [NAME OF
COMPANY], certify to [the Depositor] and the [Master Servicer] [Trustee],
and
their officers, with the knowledge and intent that they will rely upon this
certification, that:
(1) I
have
reviewed the servicer compliance statement of the Company provided in accordance
with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
assessment of the Company’s compliance with the servicing criteria set forth in
Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
(the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
Assessment”), the registered public accounting firm’s attestation report
provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
and
Section 1122(b) of Regulation AB (the “Attestation
Report”), and all servicing reports, officer’s certificates and other
information relating to the servicing of the Mortgage Loans by the Company
during 200[ ] that were delivered by the Company to the Depositor and the
Trustee pursuant to the Agreement (collectively, the “Company Servicing
Information”);
(2) Based
on
my knowledge, the Company Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in light of the circumstances under
which
such statements were made, not misleading with respect to the period of time
covered by the Company Servicing Information;
(3) Based
on
my knowledge, all of the Company Servicing Information required to be provided
by the Company under the Agreement has been provided to the Depositor and
the
Trustee;
(4) I
am
responsible for reviewing the activities performed by the Company as servicer
under the Agreement, and based on my knowledge and the compliance review
conducted in preparing the Compliance Statement and except as disclosed in
the
Compliance Statement, the Servicing Assessment or the Attestation Report,
the
Company has fulfilled its obligations under the Agreement in all material
respects; and
(5) The
Compliance Statement required to be delivered by the Company pursuant to
the
Agreement, and the Servicing Assessment and Attestation Report required to
be
provided by the Company and by any subservicer or subcontractor pursuant
to the
Agreement, have been provided to the Depositor and the Trustee. Any material
instances of noncompliance described in such reports have been disclosed
to the
Depositor and the Trustee. Any material instance of noncompliance with the
Servicing Criteria has been disclosed in such reports.
Date:
|
|
By:
|
|
Name:
|
|
Title:
|
EXHIBIT
L
SERVICING
CRITERIA TO BE ADDRESSED
IN
ASSESSMENT OF COMPLIANCE
Definitions
Primary
Servicer - transaction party having borrower contact
Master
Servicer - aggregator of pool assets
Trustee
-
waterfall calculator; fiduciary of the transaction
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
Note:
The
definitions above describe the essential function that the party performs,
rather than the party’s title.
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
Reg
AB Reference
|
Servicing
Criteria
|
Primary
Servicer
|
Master
Servicer
|
Trustee
|
Custodian
|
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.
|
X
|
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.
[This
Agreement states that payments will be deposited within two business
days
after “receipt and
identification”.
]
|
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
|
X
(to
the extent an advance is made)
|
|
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.
|
X
|
|||
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.
[This
Agreement states that reconciliations will be prepared within
45
calendar days after the bank statement cut-off date.]
|
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
|
||
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
|
|||
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. In this transaction there is no external
enhancement or other support.
|
X
|
X
|
EXHIBIT
M
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 party identified
as responsible for preparing the Securities Exchange Act Reports pursuant
to
Section 4.18 of the Pooling and Servicing Agreement.
Under
Item 1 of Form 10-D: a) items marked “Monthly Statements to Certificateholders”
are required to be included in the periodic Distribution Date statement under
Section 6.06, provided by the Trustee based on information received from
the
party providing such information; and b) items marked “Form 10-D report” are
required to be in the Form 10-D report but not the Monthly Statements to
Certificateholders, provided by the party indicated. Information under all
other
Items of Form 10-D is to be included in the Form 10-D report. All such
information and any other Items on Form 8-K and Form 10-D set forth in this
Exhibit shall be sent to the Trustee and the Depositor.
Form
|
Item
|
Description
|
Servicers
|
Master
Servicer
|
Trustee
|
Custodian
|
Depositor
|
Sponsor
|
|
10-D
|
Must
be filed within 15 days of the distribution date for the asset-backed
securities.
|
||||||||
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.
|
X
(Monthly
Statements to Certificateholders)
|
||||||||
(2)
Cash flows received and the sources thereof for distributions,
fees and
expenses.
|
X
(Monthly
Statements to Certificateholders)
|
||||||||
(3)
Calculated amounts and distribution of the flow of funds for
the period
itemized by type and priority of payment, including:
|
X
(Monthly
Statements to Certificateholders)
|
||||||||
(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.
|
X
(Monthly
Statements to Certificateholders)
|
||||||||
(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.
|
X
(Monthly
Statements to Certificateholders)
|
||||||||
(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.
|
X
(Monthly
Statements to Certificateholders)
|
||||||||
(iv)
The amount of excess cash flow or excess spread and the disposition
of
excess cash flow.
|
X
(Monthly
Statements to Certificateholders)
|
||||||||
(4)
Beginning and ending principal balances of the asset-backed
securities.
|
X
(Monthly
Statements to Certificateholders)
|
||||||||
(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.
|
X
(Monthly
Statements to Certificateholders)
|
||||||||
(6)
Beginning and ending balances of transaction accounts, such as
reserve
accounts, and material account activity during the period.
|
X
(Monthly
Statements to Certificateholders)
|
||||||||
(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.
|
X
(Monthly
Statements to Certificateholders)
|
||||||||
(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 remaining term, pool factors and prepayment
amounts.
|
X
(Monthly
Statements to Certificateholders)
|
Updated
pool composition information fields to be as specified by Depositor
from
time to time
|
|||||||
(9)
Delinquency and loss information for the period.
|
X
|
X
|
X
(Monthly
Statements to Certificateholders)
|
||||||
In
addition, describe any material changes to the information specified
in
Item 1100(b)(5) of Regulation AB regarding the pool assets.
(methodology)
|
X
|
||||||||
(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.
|
X
|
X
|
X
(Monthly
Statements to Certificateholders)
|
||||||
(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.
|
X
|
X
|
X
(Monthly
Statements to Certificateholders)
|
||||||
(12)
Material breaches of pool asset representations or warranties
or
transaction covenants.
|
X
|
X
|
X
(if
agreed upon by the parties)
|
X
|
|||||
(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.
|
X
(Monthly
Statements to Certificateholders)
|
||||||||
(14)
Information regarding any new issuance of asset-backed securities
backed
by the same asset pool,
|
X
|
||||||||
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.
|
X
|
X
|
X
|
X
|
|||||
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.
|
X
|
X
|
|||||||
Item
1121(b) - Pre-Funding or Revolving Period Information
Updated
pool information as required under Item 1121(b).
|
X
|
||||||||
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:
|
|||||||||
Sponsor
(Seller)
|
X
|
||||||||
Depositor
|
X
|
||||||||
Trustee
|
X
|
||||||||
Issuing
entity
|
X
|
||||||||
Master
Servicer, affiliated Servicer, other Servicer servicing 20% or
more of
pool assets at time of report, other material servicers
|
X
|
X
|
|||||||
Originator
of 20% or more of pool assets as of the Cut-off Date
|
X
|
||||||||
Custodian
|
X
|
||||||||
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.
|
X
|
||||||||
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)
|
X
|
||||||||
5
|
Submission
of Matters to a Vote of Security Holders
|
||||||||
Information
from Item 4 of Part II of Form 10-Q
|
X
|
||||||||
6
|
Significant
Obligors of Pool Assets
|
||||||||
Item
1112(b) - Significant
Obligor Financial Information*
|
X
|
||||||||
*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
|
X
|
X
|
|||||||
Obtain
required financial information or effecting incorporation by
reference
|
X
|
X
|
|||||||
Item
1115(b) - Derivative Counterparty Financial
Information*
|
|||||||||
Determining
current maximum probable exposure
|
X
|
||||||||
Determining
current significance percentage. In this transaction there is
no current
significance percentage.
|
X
|
||||||||
Notify
derivative counterparty of significance percentage and request
required
financial information. In this transaction there is no current
significance percentage.
|
X
|
||||||||
Obtain
required financial information or effecting incorporation by
reference
|
X
|
||||||||
*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
|
|||||||||
9
|
Exhibits
|
||||||||
Distribution
report
|
X
|
||||||||
Exhibits
required by Item 601 of Regulation S-K, such as material
agreements
|
X
|
||||||||
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
|
X
|
X
|
X
|
X
|
X
|
||||
1.02
|
Termination
of a Material Definitive Agreement
|
X
|
X
|
X
|
X
|
X
|
|||
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.
|
|||||||||
1.03
|
Bankruptcy
or Receivership
|
||||||||
Disclosure
is required regarding the bankruptcy or receivership, if known
to the
Master Servicer, with respect to any of the following:
Sponsor
(Seller), Depositor, Master Servicer, affiliated Servicer, other
Servicer
servicing 20% or more of pool assets at time of report, other
material
servicers, Certificate Administrator, Trustee, significant obligor,
credit
enhancer (10% or more), derivatives counterparty,
Custodian
|
X
|
X
|
X
|
X
|
X
|
X
|
|||
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 Monthly Statement to Certificateholders
|
X
|
X
|
|||||||
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
|
X
|
X
|
|||||||
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”
|
X
|
||||||||
5.06
|
Change
in Shell Company Status
|
||||||||
[Not
applicable to ABS issuers]
|
X
|
||||||||
6.01
|
ABS
Informational and Computational Material
|
||||||||
[Not
included in reports to be filed under Section 3.18]
|
X
|
||||||||
6.02
|
Change
of Servicer or Trustee
|
||||||||
Requires
disclosure of any removal, replacement, substitution or addition
of any
master servicer, affiliated servicer, other servicer servicing
10% or more
of pool assets at time of report, other material servicers, certificate
administrator or trustee.
|
X
|
X
|
X
|
X
|
|||||
Reg
AB disclosure about any new servicer is also required.
|
X
|
||||||||
Reg
AB disclosure about any new trustee is also required.
|
X
(to the extent of a new trustee)
|
||||||||
6.03
|
Change
in Credit Enhancement or Other External Support [In this transaction
there
is no external enhancement or other 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.
|
X
|
X
|
|||||||
Reg
AB disclosure about any new enhancement provider is also
required.
|
X
|
X
|
|||||||
6.04
|
Failure
to Make a Required Distribution
|
X
|
|||||||
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.
|
X
|
|
|||||||
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.
|
X
|
||||||||
7.01
|
Regulation
FD Disclosure
|
X
|
X
|
X
|
X
|
X
|
|||
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.
|
X
|
||||||||
9.01
|
Financial
Statements and Exhibits
|
||||||||
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
|
|||||||||
15
|
Exhibits
and Financial Statement Schedules
|
||||||||
Item
1112(b) - Significant
Obligor Financial Information
|
X
|
||||||||
Item
1114(b)(2) - Credit Enhancement Provider Financial
Information
|
|||||||||
Determining
applicable disclosure threshold
|
X
|
X
|
|||||||
Obtain
required financial information or effecting incorporation by
reference
|
X
|
X
|
|||||||
Item
1115(b) - Derivative Counterparty Financial
Information
|
|||||||||
Determining
current maximum probable exposure
|
X
|
||||||||
Determining
current significance percentage. [In this transaction there is
no current
significance percentage.]
|
X
|
||||||||
Notify
derivative counterparty of significance percentage and request
required
financial information. [In this transaction there is no current
significance percentage.]
|
X
|
||||||||
Obtain
required financial information or effecting incorporation by
reference
|
X
|
||||||||
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:
|
|||||||||
Sponsor
(Seller)
|
X
|
||||||||
Depositor
|
X
|
||||||||
Trustee
|
X
|
||||||||
Issuing
entity
|
X
|
||||||||
Master
Servicer, affiliated Servicer, other Servicer servicing 20% or
more of
pool assets at time of report, other material servicers
|
X
|
X
|
|||||||
Originator
of 20% or more of pool assets as of the Cut-off Date
|
X
|
||||||||
Custodian
|
X
|
||||||||
Item
1119 - Affiliations and relationships between the following entities,
or
their respective affiliates, that are material to
Certificateholders:
|
|||||||||
Sponsor
(Seller)
|
X
|
||||||||
Depositor
|
X
|
||||||||
Trustee
|
X
|
||||||||
Master
Servicer, affiliated Servicer, other Servicer servicing 20% or
more of
pool assets at time of report, other material servicers
|
X
|
X
|
|||||||
Originator
|
X
|
||||||||
Custodian
|
X
|
||||||||
Credit
Enhancer/Support Provider
|
X
|
||||||||
Significant
Obligor
|
X
|
||||||||
Item
1122 - Assessment of Compliance with Servicing
Criteria
|
X
|
X
|
X
|
X
|
|||||
Item
1123 - Servicer Compliance Statement
|
X
|
X
|
EXHIBIT
N
ADDITIONAL
DISCLOSURE NOTIFICATION
Structured
Asset Mortgage Investment II Inc.
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Fax:
(000) 000-0000
E-Mail:
xxxxxxxxxxxxxxxxx@xxxx.xxx
U.S.
Bank
National Association as Trustee
Xxx
Xxxxxxx Xxxxxx, 0xx
Xxxxx
Xxxxxx,
Xxxxxxxxxxxxx 00000
Fax:
(617) 603-663
E-mail:
xxxxxxxxxxxxx@xxxx.xxx
Attn: Corporate
Trust Services - Prime Mortgage Trust 2007-1-
SEC
REPORT PROCESSING
RE:
**Additional Form
[ ]
Disclosure**Required
Ladies
and Gentlemen:
In
accordance with Section 3.18 of the Pooling and Servicing Agreement, dated
as of
March 1, 2007, among EMC Mortgage Corporation, as Seller and Master Servicer
and
U.S. Bank National Association as Trustee. The undersigned hereby notifies
you
that certain events have come to our attention that [will][may] need to be
disclosed on Form [ ].
Description
of Additional Form
[
] Disclosure:
List
of
Any Attachments hereto to be included in the Additional Form [ ]
Disclosure:
Any
inquiries related to this notification should be directed to [ ], phone
number: [ ]; email address:
[ ].
[NAME
OF PARTY]
as
[role]
|
|
By:
|
|
Name:
|
|
Title:
|
EXHIBIT
O
FORM
OF
TRUSTEE LIMITED POWER OF ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS, that U.S. Bank National Association, a national banking
association, having a place of business at Xxx Xxxxxxx Xxxxxx, 0xx Xxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, not individually, but solely as Trustee (and
in no
personal or other representative capacity) under the Pooling and Servicing
Agreement, dated as of March 1, 2007, by and among Structured Asset Mortgage
Investments II Inc., the Trustee and EMC Mortgage Corporation (as amended,
restated, supplemented or otherwise modified from time to time, the “Agreement”;
capitalized terms not defined herein have the definitions assigned to such
terms
in the Agreement), relating to the Prime Mortgage Trust, Certificates, Series
2007-1, hereby appoints _______________, in its capacity as a Servicer under
the
Agreement, as the Trustee’s true and lawful Special Attorney-in-Fact, in the
Trustee’s name, place and stead and for the Trustee’s benefit, but only in its
capacity as Trustee aforesaid, to perform all acts and execute all documents
as
may be customary, necessary and appropriate to effectuate the following
enumerated transactions in respect of any mortgage, deed of trust, promissory
note or real estate owned from time to time owned (beneficially or in title,
whether the Trustee is named therein as mortgagee or beneficiary or has become
mortgagee or beneficiary by virtue of endorsement, assignment or other
conveyance) or held by or registered to the Trustee (directly or through
custodians or nominees), or in respect of which the Trustee has a security
interest or other lien, all as provided under the applicable Agreement and
only
to the extent the respective Trustee has an interest therein under the
Agreement, and in respect of which the Servicer is acting as servicer pursuant
to the Agreement (the “Mortgage Documents”).
This
appointment shall apply to the following enumerated transactions under the
Agreement only:
The
modification or re-recording of any Mortgage Document for the purpose of
correcting it to conform to the original intent of the parties thereto or
to
correct title errors discovered after title insurance was issued and where
such
modification or re-recording does not adversely affect the lien under the
Mortgage Document as insured.
2. The
subordination of the lien under a Mortgage Document to an easement in favor
of a
public utility company or a state or federal agency or unit with powers of
eminent domain including, without limitation, the execution of partial
satisfactions/releases, partial reconveyances and the execution of requests
to
trustees to accomplish same.
3. The
conveyance of the properties subject to a Mortgage Document to the applicable
mortgage insurer, or the closing of the title to the property to be acquired
as
real estate so owned, or conveyance of title to real estate so
owned.
4. The
completion of loan assumption and modification agreements in respect of Mortgage
Documents.
5. The
full
or partial satisfaction/release of a Mortgage Document or full conveyance
upon
payment and discharge of all sums secured thereby, including, without
limitation, cancellation of the related note.
6. The
assignment of any Mortgage Document, in connection with the repurchase of
the
mortgage loan secured and evidenced thereby.
7. The
full
assignment of a Mortgage Document upon payment and discharge of all sums
secured
thereby in conjunction with the refinancing thereof, including, without
limitation, the assignment of the related note.
8. With
respect to a Mortgage Document, 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 Document
or state
law to expeditiously complete said transactions in paragraphs 8(a) through
8(e),
above.
9. Demand,
xxx for, recover, collection and receive each and every sum of money, debt,
account and interest (which now is, or hereafter shall become due and payable)
belonging to or claimed by the Trustee under the Mortgage Documents, and
to use
or take any lawful means for recovery thereof by legal process or
otherwise.
10. Endorse
on behalf of the Trustee all checks, drafts and/or negotiable instruments
made
payable to the Trustee in respect of the Mortgage Documents.
The
Trustee gives the Special 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 this Limited Power
of
Attorney, subject to the terms and conditions set forth in the Agreement
including the standard of care applicable to servicers in the Agreement,
and
hereby does ratify and confirm what such Special Attorney-in-Fact shall lawfully
do or cause to be done by authority hereof.
IN
WITNESS WHEREOF, the Trustee has caused its corporate name to be hereto signed
and affixed and these presents to be acknowledged by its duly elected and
authorized officer this ___ day of ___ , 2007.
U.S.
Bank National Association, not individually, but solely as Trustee
|
||||
By:
|
||||
Name:
|
||||
Title:
|
||||
WITNESS:
|
WITNESS:
|
|||
By:
|
By:
|
|||
Name:
|
Name:
|
STATE
OF NEW YORK
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF NEW YORK
|
)
|
On
______________, 2007, before me, the undersigned, a Notary Public in and
for
said state, personally appeared __________________, personally known to me
to be
the person whose name is subscribed to the within instrument, and such person
acknowledged to me that such person executed the within instrument in such
person’s authorized capacity, and that by such signature on the within
instrument the entity upon behalf of which such person acted executed the
instrument.
WITNESS
my hand and official seal.
Notary
Public
|
EXHIBIT
P
FORM
OF
CERTIFICATION TO BE
PROVIDED
BY THE TRUSTEE TO DEPOSITOR
Re: Structured
Asset Mortgage Investments II Inc. Prime Mortgage Trust (the “Trust”),
Certificates Series 2007-1, issued pursuant to the Pooling and Servicing
Agreement, dated as of March 1, 2007, among Structured Asset Mortgage
Investments II Inc, as Depositor, EMC Mortgage Corporation, as Seller and
Master
Servicer and U.S. Bank National Association as Trustee.
The
Trustee hereby certifies to 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 [____] (the “Annual
Report”), and all reports on Form 10-D required to be filed in respect of period
covered by the Annual Report (collectively with the Annual Report, the
“Reports”), of the Trust;
(2) To
my
knowledge, (a) the 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 the Annual
Report, and (b) the Trustee’s assessment of compliance and related attestation
report referred to below, 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 such assessment
of
compliance and attestation report;
(3) To
my
knowledge, the distribution information required to be provided by the Trustee
under the Pooling and Servicing Agreement for inclusion in the Reports is
included in the Reports;
(4) I
am
responsible for reviewing the activities performed by the Trustee under the
Pooling and Servicing Agreement, and based on my knowledge, and except as
disclosed in the Reports, the Trustee has fulfilled its obligations under
the
Pooling and Servicing Agreement in all material respects; and
(5) The
report on assessment of compliance with servicing criteria applicable to
the
Trustee for asset-backed securities of the Trustee and each Subcontractor
utilized by the Trustee and related attestation report on assessment of
compliance with servicing criteria applicable to it required to be included
in
the Annual Report in accordance with Item 1122 of Regulation AB and Exchange
Act
Rules 13a-18 and 15d-18 has been included as an exhibit to the Annual Report.
Any material instances of non-compliance are described in such report and
have
been disclosed in the Annual Report.
In
giving
the certifications above, the Trustee has reasonably relied on information
provided to it by the following unaffiliated parties: [names of servicer(s),
master servicer, subservicer, depositor, trustee, custodian(s)]
Date:________________________________
_____________________________________
[Signature]
[Title]
EXHIBIT
Q
FORM
OF
THE MASTER SERVICER'S DATA LAYOUT REPORT
Prime
Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-1
US
BANK FIELDS
|
SBO
FIELDS
|
SBO
DESCRIPTION
|
|
LOAN
|
LOAN_NUMBER
|
Loan
number
|
|
STOP_ADV_FLAG
|
ACTUAL_ACTUAL_OVERRIDE
|
Pertains
to resold scheduled/actual and scheduled/scheduled pools. A code
indicating if the specific loan should be remitted on an actual/actual
basis.
|
|
RATE
|
LOAN_NOTE_RATE
|
Interest
rate associated with the next payment due on the loan when the
investor
cutoff
|
|
SF_RATE
|
LOAN_FEE_AMT
|
Fixed
monthly fee due the strip holder.
|
|
LPMI_RATE
|
MIRF_AMT
|
LPMI
refund from MI companies (i.e. Radian, MGIC) for LPMI cancellations,
recisions, rate errors, payments made on loans without at
payoff
|
|
BEG_SCHED
|
BEGINNING_SCHEDULED_BALANCE
|
The
amortized balance on which interest is expected as of the beginning
of the
month.
|
|
END_SCHED
|
ENDING_SCHEDULED_BALANCE
|
Ending
scheduled balance. The balance on which interest should be earned
next
month.
|
|
END_ACT
|
PARTICIPANT_BALANCE
|
Ending
actual participant balance of the pool as of the cutoff
date
|
|
P&I
|
LOAN_PAYMENT_AMOUNT
|
Loan's
payment constant at the time of record creation.
|
|
GROSS_INT
|
SCHEDULED_INTEREST_AMOUNT
|
Scheduled
gross interest for the remittance cycle
|
|
SCHED_P
|
SCHEDULED_PRINCIPAL_AMOUNT
|
Scheduled
principal for the remittance cycle
|
|
CURTAIL
|
CURTAILMENT_AMOUNT
|
Calculated
curtailment amount for the specified period of time.
|
|
PREPAY
|
LIQUIDATION_PRINCIPAL
|
Amount
of principal reported as payoff principal.
|
|
PREPAY_DATE
|
LIQUIDATION_DATE
|
Liquidation
date
|
|
PREPAY_CODE
PIF
|
LIQUIDATION_TYPE
|
A
code indicating the reason for the liquidation.
|
|
NEXT_DUE
|
LOAN_DUE_DATE
|
Loan's
due date when the investor cutoff
|
|
STATUS
|
LOAN_STATUS
|
The
status of the loan as of the cutoff date.
|
|
BKCY_DATE
|
BANKRUPTCY_STATUS
|
Code
which corresponds to the loan's bankruptcy status. See codes table
for
valid codes and their corresponding meaning.
|
|
FCLS_DATE
|
FORECLOSURE_STATUS
|
Code
which corresponds to the loan's foreclosure status. See codes table
for
valid codes and their corresponding meaning.
|
|
REO_DATE
|
REO_STATUS
|
A
code indicating if the loan was an REO when the investor
cutoff.
Y
=
yes
N
=
no.
|
|
DELINQ
|
MONTHS_DELINQUENT_24
|
0,1,30,60,90,120
( 1 = 1-29, 30 = 30-59, etc…)
|
|
PPIS
|
Interest
Shortfall
|
Interest
shortfall adjustment
|
|
RAIS
|
SSRA_AMT
|
Interest
adjustments for Soldiers & Sailors Relief Act Loans
|
|
PPP_Collected
|
ANCILLARY_FEE_AMOUNT
|
Amount
of the fee (100%) paid by the borrower.
|
|
REMIT
|
Total_Remittance_Amt
|
total
remit for the loan
|
|
ADV_P&I_CUR
|
Svc
Prin Adv
|
Principal
advance by servicer
|
|
ADV_P&I_CUR
|
Svc
Int Adv
|
Interest
advance by servicer
|
|
LIQUIDATION_FLAG
|
LIQUIDATION_FLAG
|
Loan
status
|
EXHIBIT
R
FORM
OF
TRANSFEROR AFFIDAVIT
STATE
OF NEW YORK
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF NEW YORK
|
)
|
The
undersigned is the [Title of Officer] of [Name of Transferor] (the “Owner”), the
proposed transferor of an Ownership Interest in the Prime
Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-1,
Class
[R-1][R-2] Certificate (the “Certificate”) issued
pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2007
(the
“Agreement”), among
Structured Asset Mortgage Investments II Inc. as depositor (the “Depositor”),
EMC Mortgage Corporation as seller and master servicer, and U.S. Bank National
Association as trustee (the “Trustee”),
and
makes this affidavit on behalf of the Owner for the benefit of the
Depositor
and the
Trustee. Capitalized terms used, but not defined herein, shall have the meanings
ascribed to such terms in the
Agreement.
1.
The
Owner
is not transferring the Certificate to impede the assessment or collection
of
any tax.
2.
The
Owner
has no actual knowledge that the proposed transferee of the Certificate:
(i) has
insufficient assets to pay any taxes that would be owed by such transferee
as
Holder of the Certificate; (ii) may become insolvent or subject to a bankruptcy
proceeding for so long as the Certificate remains outstanding; and (iii)
is not
a Permitted Transferee.
3.
The
Owner
understands that the proposed transferee has delivered to the Trustee and
the
Depositor a transfer affidavit and agreement in the form attached to the
Agreement as Exhibit C. The Owner does not know or believe that any
representation contained therein is false.
4.
At
the
time of transfer, the Owner has conducted a reasonable investigation of the
financial condition of the proposed transferee as contemplated by Treasury
Regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation,
the
Owner has determined that the proposed transferee has historically paid its
debts as they became due and has found no significant evidence to indicate
that
the proposed transferee will not continue to pay its debts as they become
due in
the future. The Owner understands that the transfer of the Certificate may
not
be respected for U.S. federal income tax purposes (and the Owner may continue
to
be liable for U.S. federal income taxes associated therewith) unless the
Owner
has conducted such an investigation.
IN
WITNESS WHEREOF, the Investor has caused this instrument to be executed on
its
behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this ____ day of _________, 20__.
[NAME
OF OWNER]
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By:
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Name:
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[Name
of Officer]
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Title:
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[Title
of Officer]
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Personally
appeared before me the above-named [Name of Officer], known or proved to
me to
be the same person who executed the foregoing instrument and to be the [Title
of
Officer] of the Owner, and acknowledged to me that he/she executed the same
as
his/her free act and deed and the free act and deed of the Owner.
Subscribed
and sworn before me this ___ day of _________, 20___.
NOTARY
PUBLIC
COUNTY
OF
STATE
OF
My
commission expires the ___ day of ___________________,
20___.