STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., DEPOSITOR WELLS FARGO BANK, N.A., TRUSTEE and EMC MORTGAGE CORPORATION, SELLER AND MASTER SERVICER POOLING AND SERVICING AGREEMENT Dated as of August 1, 2007 Structured Asset Mortgage Investments II Inc....
STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC.,
DEPOSITOR
XXXXX
FARGO BANK, N.A.,
TRUSTEE
and
EMC
MORTGAGE CORPORATION,
SELLER
AND MASTER SERVICER
POOLING
AND SERVICING AGREEMENT
Dated
as
of August 1, 2007
Structured
Asset Mortgage Investments II Inc.
Bear
Xxxxxxx ARM Trust, Mortgage Pass-Through Certificates
Series
2007-5
TABLE
OF
CONTENTS
ARTICLE
I DEFINITIONS
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ARTICLE
II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES
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Section
2.01
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Conveyance
of Mortgage Loans to Trustee.
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Section
2.02
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Acceptance
of Mortgage Loans by Trustee.
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Section
2.03
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Assignment
of Interest in the Mortgage Loan Purchase Agreement.
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Section
2.04
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Substitution
of Mortgage Loans.
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Section
2.05
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Issuance
of Certificates.
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Section
2.06
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Representations
and Warranties Concerning the Depositor.
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Section
2.07
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Purposes
and Powers of the Trust.
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Section
2.08
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Delivery
of Opinion of Counsel in Connection with Substitutions and
Purchases.
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Section
2.09
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Conveyance
of the Group III Subsequent Mortgage Loans.
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ARTICLE
III ADMINISTRATION AND MASTER SERVICING OF MORTGAGE LOANS;
SECURITIES AND EXCHANGE COMMISSION REPORTING
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Section
3.01
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Master
Servicer.
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Section
3.02
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REMIC-Related
Covenants.
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Section
3.03
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Monitoring
of Servicers.
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Section
3.04
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Fidelity
Bond.
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Section
3.05
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Power
to Act; Procedures.
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Section
3.06
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Due-on-Sale
Clauses; Assumption Agreements.
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Section
3.07
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Release
of Mortgage Files.
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Section
3.08
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Documents,
Records and Funds in Possession of Master Servicer To Be Held for
Trustee.
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Section
3.09
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Standard
Hazard Insurance and Flood Insurance Policies.
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Section
3.10
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Presentment
of Claims and Collection of Proceeds.
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Section
3.11
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Maintenance
of the Primary Mortgage Insurance Policies.
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Section
3.12
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Trustee
to Retain Possession of Certain Insurance Policies and
Documents.
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Section
3.13
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Realization
Upon Defaulted Mortgage Loans.
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Section
3.14
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Compensation
for the Master Servicer.
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Section
3.15
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REO
Property.
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Section
3.16
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Annual
Statement as to Compliance.
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Section
3.17
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Assessments
of Compliance and Attestation Reports.
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Section
3.18
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Reports
Filed with Securities and Exchange Commission.
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Section
3.19
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UCC.
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Section
3.20
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Optional
Purchase of Defaulted Mortgage Loans.
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Section
3.21
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Intention
of the Parties and Interpretation.
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ARTICLE
IV
ACCOUNTS
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Section
4.01
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Protected
Accounts.
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Section
4.02
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Master
Servicer Collection Account.
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Section
4.03
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Permitted
Withdrawals From the Master Servicer Collection
Account.
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Section
4.04
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Distribution
Account.
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Section
4.05
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Permitted
Withdrawals and Transfers from the Distribution
Account.
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Section
4.06
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Group
III Pre-Funding Account.
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Section
4.07
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Group
IIII Interest Coverage Account.
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ARTICLE
V CERTIFICATES
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Section
5.01
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Certificates.
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Section
5.02
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Registration
of Transfer and Exchange of Certificates.
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Section
5.03
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Mutilated,
Destroyed, Lost or Stolen Certificates.
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Section
5.04
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Persons
Deemed Owners.
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Section
5.05
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Transfer
Restrictions on Residual Certificates.
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Section
5.06
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Restrictions
on Transferability of Certificates.
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Section
5.07
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ERISA
Restrictions.
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Section
5.08
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Rule
144A Information.
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ARTICLE
VI PAYMENTS TO CERTIFICATEHOLDERS
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Section
6.01
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Distributions
on the Certificates.
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Section
6.02
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Allocation
of Losses.
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Section
6.03
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Payments.
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Section
6.04
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Statements
to Certificateholders.
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Section
6.05
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Monthly
Advances.
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Section
6.06
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Compensating
Interest Payments.
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ARTICLE
VII THE MASTER SERVICER
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Section
7.01
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Liabilities
of the Master Servicer.
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Section
7.02
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Merger
or Consolidation of the Master Servicer.
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Section
7.03
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Indemnification
of the Trustee and the Master Servicer.
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Section
7.04
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Limitations
on Liability of the Master Servicer and Others.
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Section
7.05
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Master
Servicer Not to Resign.
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Section
7.06
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Successor
Master Servicer.
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Section
7.07
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Sale
and Assignment of Master Servicing.
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ARTICLE
VIII
DEFAULT
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Section
8.01
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Events
of Default.
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Section
8.02
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Trustee
to Act; Appointment of Successor.
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Section
8.03
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Notification
to Certificateholders.
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Section
8.04
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Waiver
of Defaults.
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Section
8.05
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List
of Certificateholders.
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ARTICLE
IX CONCERNING THE TRUSTEE
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Section
9.01
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Duties
of Trustee.
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Section
9.02
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Certain
Matters Affecting the Trustee.
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Section
9.03
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Trustee
Not Liable for Certificates or Mortgage Loans.
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Section
9.04
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Trustee
May Own Certificates.
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Section
9.05
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Trustee’s
Fees and Expenses.
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Section
9.06
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Eligibility
Requirements for Trustee.
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Section
9.07
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Insurance.
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Section
9.08
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Resignation
and Removal of the Trustee.
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Section
9.09
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Successor
Trustee.
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Section
9.10
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Merger
or Consolidation of Trustee.
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Section
9.11
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Appointment
of Co-Trustee or Separate Trustee.
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Section
9.12
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Federal
Information Returns and Reports to Certificateholders; REMIC
Administration.
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ARTICLE
X TERMINATION
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Section
10.01
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Termination
Upon Repurchase by the Depositor or its Designee or Liquidation of
the
Mortgage Loans.
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Section
10.02
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Additional
Termination Requirements.
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ARTICLE
XI [RESERVED]
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ARTICLE
XII MISCELLANEOUS PROVISIONS
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Section
12.01
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Intent
of Parties.
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Section
12.02
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Amendment.
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Section
12.03
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Recordation
of Agreement.
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Section
12.04
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Limitation
on Rights of Certificateholders.
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Section
12.05
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Acts
of Certificateholders.
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Section
12.06
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Governing
Law.
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Section
12.07
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Notices.
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Section
12.08
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Severability
of Provisions.
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Section
12.09
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Successors
and Assigns.
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Section
12.10
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Article
and Section Headings.
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Section
12.11
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Counterparts.
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Section
12.12
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Notice
to Rating Agencies.
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EXHIBITS
Exhibit
A-1
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-
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Form
of Class A Certificates and Class X Certificates
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Exhibit
A-2
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-
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Form
of Class B Certificates
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Exhibit
A-3
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-
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Form
of Class R Certificates
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Exhibit
B
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-
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Mortgage
Loan Schedule
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Exhibit
C
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-
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[Reserved]
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Exhibit
D-1
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-
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Request
for Release of Documents – Xxxxx Fargo
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Exhibit
D-2
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-
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Request
for Release of Documents – Treasury Bank
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Exhibit
E
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-
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Form
of Transferee Affidavit and Agreement pursuant to Section
860E(e)(4)
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Exhibit
F-1
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-
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Form
of Investment Letter
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Exhibit
F-2
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-
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Form
of Rule 144A and Related Matters Certificate
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Exhibit
G-1
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-
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Form
of Xxxxx Fargo Custodial Agreement
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Exhibit
G-2
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-
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Form
of Treasury Bank Custodial Agreement
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Exhibit
H-1
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-
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Countrywide
Servicing Agreement
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Exhibit
H-2
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-
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EMC
Servicing Agreement
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Exhibit
I-1
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-
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Form
of Countrywide Assignment Agreement
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Exhibit
I-2
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-
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Form
of EMC Assignment Agreement
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Exhibit
J
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-
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Mortgage
Loan Purchase Agreement
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Exhibit
K
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-
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[Reserved]
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Exhibit
L
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-
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Form
of Back-Up Certification
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Exhibit
M
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-
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Servicing
Criteria to Be Addressed in Assessment of Compliance
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Exhibit
N
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-
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Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
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Exhibit
O
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-
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Additional
Disclosure Notification
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Exhibit
P
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-
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Form
of Subsequent Mortgage Loan Purchase Agreement
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Exhibit
Q
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-
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Form
of Subsequent Transfer Instrument
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POOLING
AND SERVICING AGREEMENT
Pooling
and Servicing Agreement, dated as of August 1, 2007, among Structured Asset
Mortgage Investments II Inc., as depositor, EMC Mortgage Corporation, as seller
(in such capacity, the “Seller”) and master servicer (in such capacity, the
“Master Servicer”) and Xxxxx Fargo Bank, N.A., as trustee (the
“Trustee”).
PRELIMINARY
STATEMENT
On
or
prior to the Closing Date, the Depositor acquired the Initial Mortgage Loans
from the Seller. On the Closing Date, the Depositor will sell the Initial
Mortgage Loans and certain other property to the Trust Fund and receive in
consideration therefor Certificates evidencing the entire beneficial ownership
interest in the Trust Fund. On or prior to the Subsequent Transfer
Date, the Depositor will acquire the Group III Subsequent Mortgage Loans, which
will be sold to the Trust Fund on the Subsequent Transfer Date.
The
Trustee 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-I Certificates will be designated the sole class of “residual
interests” in such REMIC.
The
Trustee 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-II Certificates will be designated the sole class of
“residual interests” in such REMIC.
The
Trustee shall make an election for the assets constituting REMIC III to be
treated for federal income tax purposes as a REMIC. On the Startup Day, the
REMIC III Regular Interests will be designated the “regular interests” in such
REMIC, and the Class R-III Certificates will be designated the sole class of
“residual interests” in such REMIC.
The
Mortgage Loans (including the Group III Subsequent 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 $401,865,805.97.
The
initial principal amount of the Certificates will not exceed such Outstanding
Principal Balance plus the Group III Pre-Funded Amount. The Group I
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 $70,637,575.11. The Group II 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 $113,359,611.37.
The
Group III Mortgage Loans, including the Group III Subsequent Mortgage Loans
and
the Group III Pre-Funded Amount, 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 $217,868,619.49.
In
consideration of the mutual agreements herein contained, the Depositor, the
Master Servicer, the Seller and the Trustee agree as follows:
ARTICLE
I
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, 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 in its capacity as successor
master servicer or the Master Servicer (except in its capacity as successor
to a
Servicer).
Account:
The Distribution Account, the Group III Pre-Funding Account, the Group III
Interest Coverage Account, the Master Servicer Collection Account, and the
Protected Account, as the context may require.
Accrued
Certificate Interest: For any Certificate, other than the Class R
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 in the case of the Interest Only Certificates, the Notional
Amount, of such Certificate immediately prior to such Distribution Date, on
the
basis of a 360-day year consisting of twelve 30-day months, less (i) in the
case
of a Senior Certificate, such Certificate’s share of any Net Interest Shortfall
from the related Mortgage Loans and, after the Cross-Over Date, the interest
portion of any Realized Losses on the related Mortgage Loans allocated thereto
in accordance with Section 6.02(h) and (ii) in the case of a Subordinate
Certificate, such Certificate’s share of any Net Interest Shortfall from the
related Mortgage Loans and the interest portion of any Realized Losses on the
related Mortgage Loans allocated thereto in accordance with Section
6.02(h).
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.
Allocable
Share: With respect to each Class of Subordinate Certificates:
(a) as
to any Distribution Date and amounts distributable pursuant to clauses (i)
and
(iv) of the definition of Subordinate Optimal Principal Amount, the fraction,
expressed as a percentage, the numerator of which is the Current Principal
Amount of such Class and the denominator of which is the aggregate Current
Principal Amount of all Classes of the Subordinate Certificates;
and
(b) as
to any Distribution Date and amounts distributable pursuant to clauses (ii),
(iii) and (v) of the definition of Subordinate Optimal Principal Amount, and
as
to each Class of Subordinate Certificates (other than the Class of Subordinate
Certificates having the lowest numerical designation as to which the Class
Prepayment Distribution Trigger shall not be applicable) for which (x) the
Class
Prepayment Distribution Trigger has been satisfied on such Distribution Date,
the fraction, expressed as a percentage, the numerator of which is the Current
Principal Amount of such Class and the denominator of which is the aggregate
Current Principal Amount of all such Classes of Subordinate Certificates and
(y)
the Class Prepayment Distribution Trigger has not been satisfied on such
Distribution Date, 0%; provided that if on a 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 distributed pursuant to this clause (b), to the
extent of such Class’s remaining Allocable Share, shall be distributed to the
remaining Classes of Subordinate Certificates which satisfy the related Class
Prepayment Distribution Trigger and to the Class of Subordinate Certificates
having the lowest numerical Class designation in reduction of their respective
Current Principal Amounts in the order of their numerical Class
designations.
Annual
Statement of Compliance: As defined in Section 3.16.
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 and Aaa in the case of Moody’s. 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 and P-1 in the case of
Moody’s.
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.
Assignment
Agreements: Shall mean either of the Countrywide Assignment Agreement or EMC
Assignment Agreement.
Assessment
of Compliance: As defined in Section 3.17.
Assumed
Final Distribution Date: August 25, 2047, or if such day is not a Business
Day, the next succeeding Business Day.
Attesting
Party: As defined in Section 3.17.
Attestation
Report: As defined in Section 3.17.
Available
Funds: With respect to any Distribution Date, the sum of the Group I, Group
II and Group III Available Funds for such Distribution Date.
Average
Loss Severity Percentage: With respect to any Distribution Date and each
Loan Group, the percentage equivalent of a fraction, the numerator of which
is
the sum of the Loss Severity Percentages for each Mortgage Loan in such Loan
Group which had a Realized Loss and the denominator of which is the number
of
Mortgage Loans in the related Loan Group 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 Certificates other than the Private
Certificates and the Residual 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.
Capitalization
Reimbursement Amount: With respect to any Distribution Date, the
aggregate of amounts added to the Scheduled Principal Balances of the Mortgage
Loans during the preceding calendar month in connection with the modification
of
such Mortgage Loans pursuant to this Agreement or the related Servicing
Agreement which amounts represent reimbursed Advances or Servicing Advances
owed
to the related Servicer or the Master Servicer.
Certificate:
Any mortgage pass-through certificate evidencing a beneficial ownership interest
in the Trust Fund signed and countersigned by the Trustee in substantially
the
forms annexed hereto as Exhibits X-0, X-0 and A-3 with the blanks therein
appropriately completed.
Certificate
Group: The Group I Senior Certificates, Group II Senior Certificates and
Group III Senior Certificates, as applicable.
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.
Certificateholder:
A Holder of a Certificate.
Class:
With respect to the Certificates, X-X-0, X-X-0, XX-X-0, XX-X-0, XXX-X-0,
III-A-2, III-X-1, R-I, R-II, R-III, X-0, X-0, X-0, X-0, X-0 and
B-6.
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
aggregate Scheduled Principal Balance of all of the Mortgage Loans as of the
related Due Date, equals or exceeds such percentage calculated as of the Closing
Date.
Class
R Certificates: The Class R-I, Class R-II and Class R-III
Certificates.
Class
R-I Deposit: The $50 deposit into the Distribution Account with respect to
the portion of such account related to Loan Group I by the Depositor on the
Closing Date to pay the Class R-I Certificates in accordance with Section
6.01(a) on the Distribution Date occurring in September 2007.
Class
R-II Deposit: The $50 deposit into the Distribution Account with respect to
the portion of such account related to Loan Group II by the Depositor on the
Closing Date to pay the Class R-II Certificates in accordance with Section
6.01(a) on the Distribution Date occurring in September 2007.
Class
R-III Deposit: The $50 deposit into the Distribution Account with respect to
the portion of such account related to Loan Group II by the Depositor on the
Closing Date to pay the Class R-III Certificates in accordance with Section
6.01(a) on the Distribution Date occurring in September 2007.
Closing
Date: August 31, 2007.
Code:
The Internal Revenue Code of 1986, as amended.
Commission:
The United States Securities and Exchange Commission.
Compensating
Interest Payment: As defined in Section 6.06.
Countrywide: Countrywide
Home Loans Servicing LP, or its successor in interest.
Countrywide
Assignment
Agreement: The
Assignment, Assumption and Recognition Agreement, dated as of August 31, 2007
among EMC, Countrywide Home Loans, Inc., Countrywide and the Trustee evidencing
the assignment of the Countrywide Servicing Agreements to the Trust, attached
hereto as Exhibit I-1.
Countrywide
Servicing Agreements: The Seller’s Warranties and Servicing Agreement, dated
as of September 1, 2002, as amended by Amendment No. 1, dated January 1, 2003,
Amendment No.2, dated September 1, 2004, Amendment No. 3, dated May 1, 2005
and
Amendment Reg AB to the Master Mortgage Loan Purchase and Servicing Agreement,
dated as of January 1, 2006, by and between EMC and Countrywide Home Loans,
Inc., attached hereto as Exhibit H-1.
Corresponding
Certificates: With respect to each REMIC II Regular Interest, the Class with
the same designation.
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 Xxxxx Xxxxx Xxxx, X.X., X.X. Xxx
00,
Xxxxxxxx, Xxxxxxxx 00000 (or for overnight deliveries, 0000 Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx, Xxxxxxxx 00000), (Attention: Client Manager - BSARM 2007-5), facsimile
no.: (000) 000-0000. With respect to the presentment of Certificates for
registration of transfer, exchange or final payment, Xxxxx Fargo Bank, N.A.,
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention:
Corporate Trust BSARM 2007-5.
Cross-Over
Date: The first Distribution Date on which the aggregate Current Principal
Amount of the Subordinate Certificates has been reduced to zero (giving effect
to all distributions on such Distribution Date).
Current
Principal Amount: With respect to any 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 6.02(i), and reduced by (i) all amounts distributed on previous
Distribution Dates on such Certificate with respect to principal, (ii) the
principal portion of all Realized Losses allocated prior to such Distribution
Date to such Certificate, taking account of the applicable Loss Allocation
Limitation and (iii) in the case of a Subordinate Certificate, such
Certificate’s pro rata share, if any, of the applicable related Subordinate
Certificate Writedown Amount for previous Distribution Dates. With respect
to
any Class of Certificates, 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, the Class R-I, Class
R-II
and Class R-III 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.
Custodial
Agreement: As applicable, (i) the custodial agreement, dated as of the
Closing Date among the Depositor, EMC as a seller, the Master Servicer, the
Trustee and Xxxxx Fargo Bank, N.A., as Custodian, substantially in the form
of
Exhibit G-1 hereto or (ii) the custodial agreement dated as of the Closing
Date,
among the Depositor, EMC, as a seller, the Master Servicer, the Trustee and
Treasury Bank, A Division of Countrywide Bank, FSB, as Custodian, substantially
in the form of Exhibit G-2 hereto.
Custodian:
As applicable, (i) Xxxxx Fargo Bank, N.A., or any successor custodian appointed
pursuant to the provisions hereof and of the related Custodial Agreement, with
respect to the Mortgage Loans set forth on Schedule I to the related Custodial
Agreement, or (ii) Treasury Bank, a Division of Countrywide Bank, FSB, or any
successor custodian appointed pursuant to the provisions hereof and of the
related Custodial Agreement, with respect to the Mortgage Loans set forth on
Schedule I to the related Custodial Agreement.
Cut-off
Date: August 1, 2007.
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:
A Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant
to the terms of such Mortgage Loan by the close of business on the day such
payment is scheduled to be due. A Mortgage Loan is considered “30 days
delinquent” if the borrower fails to make a scheduled payment prior to the close
of business on the day 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 in the prospectus supplement. A mortgage
loan would be considered “60 days 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 (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). The determination as to whether
a Mortgage Loan falls into these categories is made as of the close of business
on the last Business Day of each 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.
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.
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 “Xxxxx Fargo, N.A., as Trustee for the
benefit of the registered holders of Structured Asset Mortgage Investments
II
Inc., Bear Xxxxxxx ARM Trust, Mortgage Pass-Through Certificates, Series 2007-5
- 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 the month immediately
following the month of the Closing Date, or, if such 25th day is not a Business
Day, the Business Day immediately following.
DTC
Custodian: Xxxxx Fargo Bank, N.A., 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) an 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; provided,
that following a downgrade, withdrawal, or suspension of such institution's
rating above, each account shall promptly (and in any case within not more
than
30 calendar days) be moved to one or more segregated trust accounts in the
trust
department of such institution, or to an account at another institution that
complies with the above requirements, or (ii) a 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 (iii) any other 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. Notwithstanding
Section 12.02, this Agreement may be amended to reduce the rating requirements
in clause (i) above, without the consent of any of the Certificateholders,
provided that the Person requesting such amendment obtains a letter from each
Rating Agency stating that such amendment would not result in the downgrading
or
withdrawal of the respective ratings then assigned to the
Certificates.
EMC:
EMC Mortgage Corporation, or its successor in interest.
EMC
Assignment
Agreement: The Assignment,
Assumption and
Recognition Agreement, dated as of May 31, 2007, among the Depositor, EMC and
the Trustee evidencing the assignment of the EMC Servicing Agreement to the
Trust, attached hereto as Exhibit I-2.
EMC
Servicing Agreement: The Servicing Agreement dated as of May 1, 2006, as
amended, between EMC and the Depositor, attached hereto as Exhibit H-2, as
amended by the EMC Assignment Agreement.
ERISA:
The Employee Retirement Income Security Act of 1974, as amended.
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 related 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.
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 of such Certificate and
the
denominator of which is the Current Principal Amount of such Class. With respect
to the Certificates in the aggregate, the fractional undivided interest
evidenced by (i) each Class of Residual Certificates will be deemed to equal
0.25% multiplied by the percentage interest of such Residual Certificate, (ii)
each Class of Interest Only Certificates will be deemed to equal 1.00%
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 95.00% 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 should be increased by 1.00% 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 Private 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).
Gross
Margin: As to each Mortgage Loan, the fixed percentage set forth in the
related Mortgage Note and indicated on the Mortgage Loan Schedule which
percentage is added to the related Index on each Interest Adjustment Date to
determine (subject to rounding, the minimum and maximum Mortgage Interest Rate
and the Periodic Rate Cap) the Mortgage Interest Rate until the next Interest
Adjustment Date.
Group
I Available Funds, Group II Available Funds and Group III Available
Funds: With respect to any Distribution Date, an amount equal to
the aggregate of the following amounts with respect to the Mortgage Loans in
the
related Loan Group: (a) all previously undistributed payments on account of
principal (including the principal portion of Scheduled Payments, Principal
Prepayments, the principal portion of Net Liquidation Proceeds), less any
Capitalization Reimbursement Amount related to such Loan Group for that
Distribution Date and all previously undistributed payments on account of
interest received after the Cut-off Date and on or prior to the related
Determination Date and all proceeds from the repurchase of any Mortgage Loans
or
from optional termination in the related Loan Group, (b) any Monthly Advances
by
the Servicer or the Master Servicer with respect to such Loan Group and such
Distribution Date, (c) in the case of the Group III Available Funds, any amounts
remitted from the Group III Pre-Funding Account and Group III Interest Coverage
Account allocable to Loan Group III, (d) any Compensating Interest made by
the
Servicers with respect to such Loan Group and such Distribution Date and (e)
any
reimbursed amount in connection with losses on investments of deposits in an
account related to such Loan Group except:
(i) all
payments that were due on or before the Cut-off Date;
(ii) all
Principal Prepayments and Liquidation Proceeds received after the applicable
Prepayment Period;
(iii) all
payments, other than Principal Prepayments, that represent early receipt of
Scheduled Payments due on a date or dates subsequent to the related Due
Date;
(iv) amounts
received on particular Mortgage Loans as late payments of principal or interest
and respecting which, and to the extent that, there are any unreimbursed Monthly
Advances;
(v) amounts
representing Monthly Advances determined to be Nonrecoverable
Advances;
(vi) any
investment earnings on amounts on deposit in the Distribution Account or Master
Servicer Collection Account and amounts permitted to be withdrawn from the
Distribution Account or Master Servicer Collection pursuant to this
Agreement;
(vii) amounts
needed to pay the Servicing Fees or to reimburse the Servicer or the Master
Servicer for amounts due under the Servicing Agreement and the Agreement to
the
extent such amounts have not been retained by, or paid previously to, the
Servicer or the Master Servicer;
(viii) any
fees payable under any lender-paid primary mortgage insurance policy;
and
(ix) any
expenses or other amounts reimbursable to the Trustee and the Custodians
pursuant to Section 7.04(c) or Section 9.05.
Group
I Mortgage Loans: The Mortgage Loans identified as such on the Mortgage Loan
Schedule.
Group
I Senior Certificates: Any of the Class I-A-1 Certificates and Class I-A-2
Certificates.
Group
I Senior Optimal Principal Amount, Group II Senior Optimal Principal Amount,
and
Group III Senior Optimal Principal Amount: With respect to the applicable
group of Senior Certificates and each Distribution Date, an amount equal to
the
sum, without duplication, of the following (but in no event greater than the
aggregate Current Principal Amount of the Group I, Group II and Group III Senior
Certificates, as applicable, immediately prior to such Distribution
Date):
(i) the
applicable Senior Percentage of the principal portion of all Scheduled Payments
due on each Outstanding Mortgage Loan in the related Loan Group on the related
Due Date as specified in the amortization schedule at the time applicable
thereto (after adjustments 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
applicable Senior Prepayment Percentage of the Scheduled Principal Balance
of
each Mortgage Loan in the related Loan Group which was the subject of a
Principal Prepayment in full received by the Servicer during the related
Prepayment Period;
(iii) the
applicable Senior Prepayment Percentage of all Principal Prepayments in part
received by the Servicer during the related Prepayment Period with respect
to
each Mortgage Loan in the related Loan Group;
(iv) the
lesser of (a) the applicable Senior Prepayment Percentage of the sum of (A)
all
Net Liquidation Proceeds allocable to principal received in respect of each
Mortgage Loan in the related Loan Group which became a Liquidated Mortgage
Loan
during the related Prepayment Period (other than Mortgage Loans described in
the
immediately following clause (B)) and all Subsequent Recoveries received in
respect of each Liquidated Mortgage Loan in the related Loan Group during the
related Due Period and (B) the Scheduled Principal Balance of each such Mortgage
Loan in the related Loan Group 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
sum of (A) the Scheduled Principal Balance of each Mortgage Loan in the related
Loan Group which became a Liquidated Mortgage Loan during the related Prepayment
Period (other than the Mortgage Loans described in the immediately following
clause (B)) and (B) the Scheduled Principal Balance of each such Mortgage Loan
in the related Loan Group that was purchased by an insurer from the Trust during
the related Prepayment Period pursuant to the related Primary Mortgage Insurance
Policy, if any or otherwise; and
(v) the
applicable Senior Prepayment Percentage of the sum of (a) the Scheduled
Principal Balance of each Mortgage Loan in the related Loan Group which was
repurchased by the Seller in connection with such Distribution Date and (b)
the
excess, if any, of the Scheduled Principal Balance of each Mortgage Loan in
the
related Loan Group 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 over the Scheduled Principal Balance of each such
Substitute Mortgage Loan.
Group
I Senior Percentage: For Loan Group I initially 96.25%. On any Distribution
Date, the lesser of (i) 100% and (ii) the percentage (carried to six places
rounded up) obtained by dividing the aggregate Current Principal Amount of
the
Group I Senior Certificates immediately preceding such Distribution Date by
the
aggregate Scheduled Principal Balance of the Group I Mortgage Loans as of the
beginning of the related Due Period.
Group
I Senior Prepayment Percentage: On any Distribution Date occurring during
the periods set forth below, as follows:
Period
(dates inclusive)
|
Group
I Senior Prepayment Percentage
|
|
September
25, 2007– August 25, 2014
|
100%.
|
|
September
25, 2014 – August 25, 2015
|
Group
I Senior Percentage plus 70% of the Group I Subordinate
Percentage.
|
|
September
25, 2015 – August 25, 2016
|
Group
I Senior Percentage plus 60% of the Group I Subordinate
Percentage.
|
|
September
25, 2016 – August 25, 2017
|
Group
I Senior Percentage plus 40% of the Group I Subordinate
Percentage.
.
|
|
September
25, 2017 – August 25, 2018
|
Group
I Senior Percentage plus 20% of the Group I Subordinate
Percentage.
|
|
September
25, 2018 and thereafter
|
Group
I Senior Percentage.
|
In
addition, no reduction of the Group I Senior Prepayment Percentage shall occur
on any Distribution Date unless, as of the last day of the month preceding
such
Distribution Date, (A) 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 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 sum of the aggregate Current Principal Amount
of
the Subordinate Certificates does not exceed 50%; and (B) cumulative Realized
Losses on the Mortgage Loans do not exceed (a) 30% of the Original Subordinate
Principal Balance if such Distribution Date occurs between and including
September 2014 and August 2015, (b) 35% of the Original Subordinate Principal
Balance if such Distribution Date occurs between and including September 2015
and August 2016, (c) 40% of the Original Subordinate Principal Balance if such
Distribution Date occurs between and including September 2016 and August 2017
(d) 45% of the Original Subordinate Principal Balance if such Distribution
Date
occurs between and including September 2017 and August 2018, and (e) 50% of
the
Original Subordinate Principal Balance if such Distribution Date occurs during
or after September 2018.
In
addition, if on any Distribution Date the current weighted average of the
Subordinate Percentages is equal to or greater than two times the initial
weighted average of the Subordinate Percentages, and (a) 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 bankruptcy 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 (b)(i) on or prior to the Distribution Date occurring in August
2010 cumulative Realized Losses on the Mortgage Loans as of the end of the
related Prepayment Period do not exceed 20% of the Original Subordinate
Principal Balance and (ii) after the Distribution Date occuring in August 2010
cumulative Realized Losses on the Mortgage Loans as of the end of the related
Prepayment Period do not exceed 30% of the Original Subordinate Principal
Balance, then, the Group I Senior Prepayment Percentage for such Distribution
Date will equal the Group I Senior Percentage; provided, however, if on such
Distribution Date the current weighted average of the Subordinate Percentages
is
equal to or greater than two times the initial weighted average of the
Subordinate Percentages on or prior to the Distribution Date occurring in August
2010 and the above delinquency and loss tests are met, then the Group I Senior
Prepayment Percentage for such Distribution Date will equal the Group I Senior
Percentage plus 50% of the Group Subordinate Percentage on such Distribution
Date..
Notwithstanding
the foregoing, if on any Distribution Date, the percentage, the numerator of
which is the aggregate Current Principal Amount of the Senior Certificates
of
Loan Group I immediately preceding such Distribution Date, and the denominator
of which is the Scheduled Principal Balance of the Mortgage Loans in Loan Group
I as of the beginning of the related Due Period, exceeds such percentage as
of
the Cut-off Date, then the Group I Senior Prepayment Percentage for such
Distribution Date will equal 100%.
On
the
Distribution Date on which the Current Principal Amounts of the Group I Senior
Certificates are reduced to zero, the Group I Senior Prepayment Percentage
shall
be the minimum percentage sufficient to effect such reduction and thereafter
shall be zero.
Group
I Subordinate Percentage: On any Distribution Date, 100% minus the Group I
Senior Percentage.
Group
I Subordinate Prepayment Percentage: With respect to the Group I Mortgage
Loans, on any Distribution Date, 100% minus the Group I Senior Prepayment
Percentage, except that on any Distribution Date after the Current Principal
Amounts of the Group I Senior Certificates have each been reduced to zero,
if
(a) the weighted average of the Subordinate Percentages on such Distribution
Date equals or exceeds two times the initial weighted average of the Subordinate
Percentages and (b) 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 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%, the Group I Subordinate Prepayment
Percentage will equal 100%. If the test set forth in the preceding
sentence is not satisfied on any Distribution Date after the Current Principal
Amount of the Group I Senior Certificates has each been reduced to zero, then
the Group I Subordinate Prepayment Percentage will equal zero for such
Distribution Date.
Group
II Senior Certificates: Any of the Class II-A-1 Certificates and
Class II-A-2 Certificates.
Group
II Senior Percentage: For Loan Group II, initially 96.25%. On any
Distribution Date, the lesser of (i) 100% and (ii) the percentage (carried
to
six places rounded up) obtained by dividing the aggregate Current Principal
Amount of the Group II Senior Certificates immediately preceding such
Distribution Date by the aggregate Scheduled Principal Balance of the Group
II
Mortgage Loans as of the beginning of the related Due Period.
Group
II Senior Prepayment Percentage: On any Distribution Date occurring during
the periods set forth below, as follows:
Period
(dates inclusive)
|
Group
II Senior Prepayment Percentage
|
|
September
25, 2007– August 25, 2014
|
100%.
|
|
September
25, 2014 – August 25, 2015
|
Group
II Senior Percentage plus 70% of the Group II Subordinate
Percentage.
|
|
September
25, 2015 – August 25, 2016
|
Group
II Senior Percentage plus 60% of the Group II Subordinate
Percentage.
|
|
September
25, 2016 – August 25, 2017
|
Group
II Senior Percentage plus 40% of the Group II Subordinate
Percentage.
|
|
September
25, 2017 – August 25, 2018
|
Group
II Senior Percentage plus 20% of the Group II Subordinate
Percentage.
|
|
September
25, 2018 and thereafter
|
Group
II Senior Percentage.
|
In
addition, no reduction of the Group II Senior Prepayment Percentage shall occur
on any Distribution Date unless, as of the last day of the month preceding
such
Distribution Date, (A) 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 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 (B) cumulative Realized Losses
on the Mortgage Loans do not exceed (a) 30% of the Original Subordinate
Principal Balance if such Distribution Date occurs between and including
September 2014 and August 2015, (b) 35% of the Original Subordinate Principal
Balance if such Distribution Date occurs between and including September 2015
and August 2016, (c) 40% of the Original Subordinate Principal Balance if such
Distribution Date occurs between and including September 2016 and August 2017,
(d) 45% of the Original Subordinate Principal Balance if such Distribution
Date
occurs between and including September 2017 and August 2018, and (e) 50% of
the
Original Subordinate Principal Balance if such Distribution Date occurs during
or after September 2018.
In
addition, if on any Distribution Date the current weighted average of the
Subordinate Percentages is equal to or greater than two times the initial
weighted average of the Subordinate Percentages, and (a) 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 bankruptcy 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 (b)(i) on or prior to the Distribution Date in occurring August
2010 cumulative Realized Losses on the Mortgage Loans as of the end of the
related Prepayment Period do not exceed 20% of the Original Subordinate
Principal Balance and (ii) after the Distribution Date occurring in August
2010
cumulative Realized Losses on the Mortgage Loans as of the end of the related
Prepayment Period do not exceed 30% of the Original Subordinate Principal
Balance, then, the Group II Senior Prepayment Percentage for such Distribution
Date will equal the Group II Senior Percentage; provided, however, if on such
Distribution Date the current weighted average of the Subordinate Percentages
is
equal to or greater than two times the initial weighted average of the
Subordinate Percentages on or prior to the Distribution Date occurring in August
2010 and the above delinquency and loss tests are met, then the Group II Senior
Prepayment Percentage for such Distribution Date will equal the Group II Senior
Percentage plus 50% of the Group II Subordinate Percentage on such Distribution
Date.
Notwithstanding
the foregoing, if on any Distribution Date, the percentage, the numerator of
which is the aggregate Current Principal Amount of the Senior Certificates
of
Loan Group II immediately preceding such Distribution Date, and the denominator
of which is the Scheduled Principal Balance of the Mortgage Loans in Loan Group
II as of the beginning of the related Due Period, exceeds such percentage as
of
the Cut-off Date, then the Group II Senior Prepayment Percentage for such
Distribution Date will equal 100%. On the Distribution Date on which
the Current Principal Amounts of the Group II Senior Certificates are reduced
to
zero, the Group II Senior Prepayment Percentage shall be the minimum percentage
sufficient to effect such reduction and thereafter shall be zero.
Group
II Subordinate Percentage: On any Distribution Date, 100% minus the Group II
Senior Percentage.
Group
II Subordinate Prepayment Percentage: With respect to the Group II Mortgage
Loans, on any Distribution Date, 100% minus the Group II Senior Prepayment
Percentage, except that on any Distribution Date after the Current Principal
Amounts of the Group II Senior Certificates have each been reduced to zero,
if
(a) the weighted average of the Subordinate Percentages on such Distribution
Date equals or exceeds two times the initial weighted average of the Subordinate
Percentages and (b) 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 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%, the Group II Subordinate
Prepayment Percentage will equal 100%. If the test set forth in the preceding
sentence is not satisfied on any Distribution Date after the Current Principal
Amount of the Group II Senior Certificates has each been reduced to zero, then
the Group II Subordinate Prepayment Percentage will equal zero for such
Distribution Date.
Group
III Initial Interest Coverage Deposit: The amount to be paid by the
Depositor to the Trustee for deposit in the Group III Interest Coverage Account
on the Closing Date, which amount is $1,016,260.
Group
III Interest Coverage Account: The account or sub-account established and
maintained pursuant to Section 4.07 and which shall be an Eligible Account
or a
sub-account of an Eligible Account.
Group
III Interest Coverage Distribution Amount: With respect to each Distribution
Date, an amount equal to (x) the weighted average of the Net Rates on the then
outstanding Group III Mortgage Loans, weighted based on the Scheduled Principal
Balances of such Mortgage Loans as of the related Due Date prior to giving
effect to any reduction in the Scheduled Principal Balances of such Mortgage
Loans on such Due Date, multiplied by (y) the sum of (A) the Group III Remaining
Pre-Funded Amount outstanding at the end of the related Due Period and (B)
the
aggregate Scheduled Principal Balance of the Group III Subsequent Mortgage
Loans
that do not have a Subsequent Cut-off Date prior to the end of the related
Due
Period, transferred to the Trust during the related Due Period.
Group
III Loss Allocation Limitation: The meaning specified in Section 6.02(c)
hereof.
Group
III Mortgage Loans: The Mortgage Loans identified as such on the Mortgage
Loan Schedule. For purposes of interpreting the provisions in this Agreement
containing the term “Group III Mortgage Loan” or “Loan Group III”, each
reference to “Group III Mortgage Loans” or “Loan Group III”, other than that
contained in the definition of “Group III Interest Coverage
Distribution Amount”, shall be deemed to include references to the
Group III Remaining Pre-Funded Amount and (without duplication) the Group III
Subsequent Mortgage Loans included in Loan Group III, in each case for the
relevant determination date.
Group
III Pre-Funded Amount: $73,874,999.89.
Group
III Pre-Funding Account: The account or sub-account established and
maintained pursuant to Section 4.06(a) and which shall be an Eligible Account
or
a sub-account of an Eligible Account.
Group
III Pre-Funding Period: The period from the Closing Date until the earlier
of (i) the date on which the amount on deposit in the Group III Pre-Funding
Account (exclusive of investment income) is reduced to zero and (ii) November
15, 2007.
Group
III Remaining Pre-Funded Amount: An amount equal to the Group III
Pre-Funded Amount minus the amount equal to 100% of the aggregate Scheduled
Principal Balance of the subsequent mortgage loans in Loan Group III transferred
to the issuing entity during the Group III Pre-Funding Period.
Group
III Senior Certificates: Any of the Class III-A-1, Class III-A-2 and Class
III-X-1 Certificates.
Group
III Senior Percentage: For Loan Group III, initially, 96.25%. On any
Distribution Date, the lesser of (i) 100% and (ii) the percentage (carried
to
six places rounded up) obtained by dividing the aggregate Current Principal
Amount of the Group III Senior Certificates immediately preceding such
Distribution Date by the aggregate Scheduled Principal Balance of the Group
III
Mortgage Loans as of the beginning of the related Due Period.
Group
III Senior Prepayment Percentage: On any Distribution Date occurring during
the periods set forth below, as follows:
Period
(dates inclusive)
|
Group
III Senior Prepayment Percentage
|
|
September
25, 2007– August 25, 2014
|
100%.
|
|
September
25, 2014 – August 25, 2015
|
Group
III Senior Percentage plus 70% of the Group I Subordinate
Percentage.
|
|
September
25, 2015 – August 25, 2016
|
Group
III Senior Percentage plus 60% of the Group I Subordinate
Percentage.
|
|
September
25, 2016 – August 25, 2017
|
Group
III Senior Percentage plus 40% of the Group I Subordinate
Percentage.
.
|
|
September
25, 2017 – August 25, 2018
|
Group
III Senior Percentage plus 20% of the Group I Subordinate
Percentage.
|
|
September
25, 2018 and thereafter
|
Group
III Senior Percentage.
|
In
addition, no reduction of the Group III Senior Prepayment Percentage shall
occur
on any Distribution Date unless, as of the last day of the month preceding
such
Distribution Date, (A) 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 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 (B) cumulative Realized Losses
on the Mortgage Loans do not exceed (a) 30% of the Original Subordinate
Principal Balance if such Distribution Date occurs between and including
September 2014 and August 2015, (b) 35% of the Original Subordinate Principal
Balance if such Distribution Date occurs between and including September 2015
and August 2016, (c) 40% of the Original Subordinate Principal Balance if such
Distribution Date occurs between and including September 2016 and August 2017,
(d) 45% of the Original Subordinate Principal Balance if such Distribution
Date
occurs between and including September 2017 and August 2018, and (e) 50% of
the
Original Subordinate Principal Balance if such Distribution Date occurs during
or after September 2018.
In
addition, if on any Distribution Date the current weighted average of the
Subordinate Percentages is equal to or greater than two times the initial
weighted average of the Subordinate Percentages, and (a) 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 bankruptcy 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 (b)(i) on or prior to the Distribution Date occurring in August
2010 cumulative Realized Losses on the Mortgage Loans as of the end of the
related Prepayment Period do not exceed 20% of the Original Subordinate
Principal Balance and (ii) after the Distribution Date occurring in August
2010
cumulative Realized Losses on the Mortgage Loans as of the end of the related
Prepayment Period do not exceed 30% of the Original Subordinate Principal
Balance, then, the Group III Senior Prepayment Percentage for such Distribution
Date will equal the Group III Senior Percentage; provided, however, if on such
Distribution Date the current weighted average of the Subordinate Percentages
is
equal to or greater than two times the initial weighted average of the
Subordinate Percentages on or prior to the Distribution Date occurring in August
2010 and the above delinquency and loss tests are met, then the Group III Senior
Prepayment Percentage for such Distribution Date will equal the Group III Senior
Percentage plus 50% of the Group III Subordinate Percentage on such Distribution
Date.
Notwithstanding
the foregoing, if on any Distribution Date, the percentage, the numerator of
which is the aggregate Current Principal Amount of the Senior Certificates
of
Loan Group III immediately preceding such Distribution Date, and the
denominator of which is the Scheduled Principal Balance of the Mortgage Loans
in
Loan Group III as of the beginning of the related Due Period, exceeds such
percentage as of the Cut-off Date, then the Group III Senior Prepayment
Percentage for such Distribution Date will equal 100%. On the
Distribution Date on which the Current Principal Amounts of the Group III Senior
Certificates are reduced to zero, the Group III Senior Prepayment Percentage
shall be the minimum percentage sufficient to effect such reduction and
thereafter shall be zero.
Group
III Subordinate Percentage: On any Distribution Date, 100% minus the Group
III Senior Percentage.
Group
III Subordinate Prepayment Percentage: With respect to the Group III
Mortgage Loans, on any Distribution Date, 100% minus the Group III Senior
Prepayment Percentage, except that on any Distribution Date after the Current
Principal Amounts of the Group III Senior Certificates have each been reduced
to
zero, if (a) the weighted average of the Subordinate Percentages on such
Distribution Date equals or exceeds two times the initial weighted average
of
the Subordinate Percentages and (b) 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 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%, the Group III Subordinate
Prepayment Percentage will equal 100%. If the test set forth in the
preceding sentence is not satisfied on any Distribution Date after the Current
Principal Amount of the Group III Senior Certificates has each been reduced
to
zero, then the Group III Subordinate Prepayment Percentage will equal zero
for
such Distribution Date.
Group
III Subsequent Mortgage Loans: The Group III Mortgage Loans that will be
acquired by the Trust during the Group III Pre-Funding Period with amounts
on
deposit in the Group III Pre-Funding Account, which Group III Mortgage Loans
will be held as part of the Trust Fund. Such Mortgage Loans will be
transferred and assigned to the Trustee pursuant to the Subsequent Transfer
Instrument.
Holder:
The Person in whose name a Certificate is registered in the Certificate
Register, except that, subject to Subsections 12.02(b) and 12.05(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 each 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.
Index:
The index, if any, specified in a Mortgage Note by reference to which the
related Mortgage Interest Rate will be adjusted from time to time.
Individual
Certificate: Any Private 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 related Custodial Agreement.
Initial
Mortgage Loans: The Mortgage Loans transferred and assigned to the Trustee
pursuant to Section 2.01 on the Closing Date.
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: With respect to each Distribution Date, for each Class of
Certificates, the calendar month preceding the month in which such Distribution
Date occurs.
Interest
Adjustment Date: With respect to a Mortgage Loan, the date, if any,
specified in the related Mortgage Note on which the Mortgage Interest Rate
is
subject to adjustment.
Interest
Only Certificates: The Class III-X-1 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 Rate on the
amount of such prepayment and (ii) the amount of interest of such prepayment
(adjusted to the applicable Net 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 Rate on the
Scheduled Principal Balance of such Mortgage Loan immediately prior to such
prepayment and (ii) the amount of interest of such prepayment (adjusted to
the
applicable Net Rate) received at the time of such prepayment; and
(c) Relief
Act Mortgage Loans: 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 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 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 related Custodial Agreement.
Investment
Letter: The letter to be furnished by each Institutional Accredited Investor
which purchases any of the Private Certificates in connection with such
purchase, substantially in the form set forth as Exhibit F-1
hereto.
Issuing
Entity: Bear Xxxxxxx ARM Trust 2007-5.
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 Servicers 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: Cash received in connection with the liquidation of a defaulted
Mortgage Loan, whether through trustee’s sale, foreclosure sale, Insurance
Proceeds, condemnation proceeds or otherwise and any Subsequent
Recoveries.
Loan
Group: Loan Group I, Loan Group II and Loan Group III, as
applicable.
Loan
Group I: The group of Mortgage Loans designated as belonging to Loan Group I
on the Mortgage Loan Schedule.
Loan
Group II: The group of Mortgage Loans designated as belonging to Loan Group
II on the Mortgage Loan Schedule.
Loan
Group III: The group of Mortgage Loans designated as belonging to Loan Group
III on the Mortgage Loan Schedule. For purposes of interpreting the provisions
in this Agreement containing the term “Group III Mortgage Loan” or “Loan Group
III”, each reference to “Group III Mortgage Loans” or “Loan Group III”, other
than that contained in the definition of “Group III Interest Coverage
Distribution Amount”, shall be deemed to include references to the
Group III Remaining Pre-Funded Amount and (without duplication) the Group III
Subsequent Mortgage Loans included in Loan Group III, in each case for the
relevant determination date.
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.
Loss
Allocation Limitation: The meaning specified in Section 6.02(c)
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
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 Xxxxx Fargo, N.A, in trust
for registered Holders of Structured Asset Mortgage Investments II Inc., Bear
Xxxxxxx ARM Trust, Mortgage Pass-Through Certificates, Series 2007-5 – Master
Servicer Collection Account.” The Master Servicer Collection Account shall be an
Eligible Account.
Master
Servicing Compensation: For any Distribution Date, any amounts earned on
permitted investments in the Master Servicer Collection Account.
Material
Defect: The meaning specified in Section 2.02(a).
Maximum
Lifetime Mortgage Rate: The maximum level to which a Mortgage Interest Rate
can adjust in accordance with its terms, regardless of changes in the applicable
Index.
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.
Minimum
Lifetime Mortgage Rate: The minimum level to which a Mortgage Interest Rate
can adjust in accordance with its terms, regardless of changes in the applicable
Index.
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 6.05.
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: The Initial Mortgage Loans and the Group III Subsequent Mortgage Loans
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.
Mortgage
Loan Purchase Agreement: The Mortgage Loan Purchase Agreement dated as of
August 31, 2007, between EMC Mortgage Corporation, as a seller and Structured
Asset Mortgage Investments II Inc., as purchaser, and all amendments thereof
and
supplements thereto, attached as Exhibit J.
Mortgage
Loan Schedule: The list of Mortgage Loans (as from time to time
amended by the Trustee 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, including
the
initial Mortgage Loan Schedule being attached hereto as Exhibit B with respect
to the Initial Mortgage Loans, and the schedule attached to the Subsequent
Transfer Instrument with respect to the Group III Subsequent Mortgage Loans,
and
each as amended from time to time to reflect the repurchase or substitution
of
Initial Mortgage Loans or the addition of Subsequent Mortgage Loans pursuant
to
this Agreement, the Mortgage Loan Purchase Agreement or the Subsequent Mortgage
Loan Purchase Agreement, as the case may be, 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) 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;
(gg) a
code
indicating whether such Mortgage Loan is a mortgage loan which has been
pre-funded; and
(hh) 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 (j)
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
Loan Seller: EMC.
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.
Mortgagor:
The obligor on a Mortgage Note.
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
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, (ii) the
Trustee Fee Rate and (iii) the rate at which the Lender-Paid PMI Rate is
calculated.
Non-Offered
Subordinate Certificates: The Class B-4, Class B-5 and Class B-6
Certificates.
Nonrecoverable
Advance: 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 in its capacity as successor master servicer
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: With respect to the Class III-X-1 Certificates, the Notional Amount
of the Class III-X-1 Certificates, as of any date of determination, is equal
to
the aggregate Current Principal Amount of the Class III-A-1 Certificates and
Class III-A-2 Certificates. Reference to the Notional Amount of the
Class III-X-1 Certificates is solely for convenience in calculation and does
not
represent the right to receive any distributions allocable to
principal. For federal income tax purposes, however, the Notional
Amount of the Class III-X-1 Certificates equals the aggregate Uncertificated
Principal Balance of REMIC III Regular Interests III-A-1 and
III-A-2.
Offered
Certificates: The Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2,
Class III-A-1, Class III-A-2, Class III-X-1, Class R-I, Class R-II, Class R-III,
Class X-x, Class B-2 and Class B-3 Certificates.
Offered
Subordinate Certificates: The Class X-x, Class B-2 and Class B-3
Certificates.
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, any Servicer,
the
Depositor or the Seller, as applicable, and delivered to the Trustee, as
required by this Agreement.
Opinion
of Counsel: A written opinion of counsel who is or are acceptable to the
Trustee 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 sum of the aggregate Current Principal
Amounts of each Class of 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 R
Certificates), the REMIC I Regular Interests and the REMIC II 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.
Periodic
Rate Cap: With respect to each Mortgage Loan, the maximum adjustment that
can be made to the Mortgage Interest Rate on each Interest Adjustment Date
in
accordance with its terms, regardless of changes in the applicable
Index.
Permitted
Investments: Any one or more of the following obligations or securities held
in the name of the Trustee for the benefit of the
Certificateholders:
(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 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 holds the security
therefor;
(iv) securities
bearing interest or sold at a discount issued by any corporation (including
the
Trustee or any affiliate thereof) 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, the Master Servicer or its affiliates;
and
(viii) interests
in any money market fund (including any such fund managed or advised by the
Trustee or any affiliate thereof) which at the date of acquisition of the
interests in such fund and throughout the time such interests are held in such
fund has the highest applicable long term rating by each Rating Agency rating
such fund, if so rated, or such lower rating as will not result in the
downgrading or withdrawal of the ratings then assigned to the Certificates
by
each Rating Agency rating such fund; 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 Private
Certificates.
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
Period: As to any Distribution Date, the period set forth 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.
Private
Certificates: The Class B-4, Class B-5 and Class B-6
Certificates.
Protected
Account: An account established and maintained for the benefit of
Certificateholders by each Servicer with respect to the related Mortgage Loans
and with respect to REO Property pursuant to the respective Servicing
Agreements.
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 3.20, 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
anti-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 Certificates rated by the Rating Agencies as of the Closing
Date.
Rating
Agencies: Fitch and S&P.
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 payable to the Issuing Entity 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 Mortgaged Property. 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. 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 Monthly Advances and Servicing Advances, to
the
extent forgiven, made by the related Servicer with respect to such Mortgage
Loan
which are reimbursable from the Trust to the related Servicer with respect
to
that Servicing Modification; provided that, the amounts expressed in clause
(a)
above shall not include the amounts expressed in clause (b)
above.
Record
Date: With respect to any Distribution Date, 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.
Reinvestment
Agreements: One or more reinvestment agreements, acceptable to the Rating
Agencies, from a bank, insurance company or other corporation or entity
(including the Trustee).
Relief
Act: The Servicemembers Civil Relief Act, or similar state or local
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 related to the Group
I
Mortgage Loans designated as a REMIC, including (i) the Group I Mortgage Loans,
(ii) the portion of the Distribution Account related to the Group I Mortgage
Loans, (iii) any REO Property relating to the Group I Mortgage Loans, (iv)
the
rights with respect to any related Servicing Agreement, (v) the rights with
respect to any related Assignment Agreement and (vii) any proceeds of the
foregoing.
REMIC
I Interests: The REMIC I Regular Interests and the Class R-I
Certificates.
REMIC
I Regular Interests: REMIC I Regular Interests I-Sub, I-Grp, II-Sub, II-Grp,
III-Sub, III-Grp, ZZZ and R-II/R-III.
REMIC
I Subordinated Balance Ratio: The ratio among the Uncertificated
Principal Balances of each of the REMIC I Regular Interests ending with the
designation “Sub,” equal to the ratio among, with respect to each such REMIC I
Regular Interest, the excess of (x) the aggregate Scheduled Principal Balance
of
the Mortgage Loans in the related Loan Group over (y) the aggregate Current
Principal Amount of the Senior Certificates in the Certificate Group for the
related Loan Group.
REMIC
II: That group of assets contained in the Trust Fund designated as a REMIC
consisting of the REMIC I Regular Interests.
REMIC
II Interests: The REMIC II Regular Interests and the Class R-II
Certificates.
REMIC
II Regular Interests: REMIC II Regular Interests X-X-0, X-X-0, XX-X-0,
XX-X-0, XXX-X-0, III-A-2, X-x, X-0, X-0, X-0, X-0, B-6 and R-III.
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 the
REMIC, 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-1 or Exhibit D-2, as applicable.
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 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 because of such officer’s knowledge or
the familiarity with the particular subject.
Rule
144A Certificate: The certificate to be furnished by each purchaser of a
Private 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 sum of (a) the unpaid principal balance of such Mortgage Loan
as
of the close of business on the related Due Date (i.e., 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) and (b) the amount by which the Schedule Principal Balance of the
Mortgage Loan has been increased pursuant to a Servicing Modification, less
(ii)
any Principal Prepayments (including the principal portion of Net Liquidation
Proceeds) received during or prior to the related Prepayment Period; 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:] 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 [in the case of the Class B-4,
Class B-5 and Class B-6:], 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, ANY SERVICER OR THE TRUSTEE, WHICH WILL BE
DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL
CERTIFICATE OR UNLESS AN OPINION OF COUNSEL SPECIFIED IN SECTION 5.07 OF THE
AGREEMENT IS PROVIDED.”
Security
Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
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 in its capacity as a seller of the Mortgage Loans to the
Depositor.
Senior
Certificates: The Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2,
Class III-A-1, Class III-A-2 and Class III-X-1 Certificates.
Senior
Optimal Principal Amount: The Group I Senior Optimal Principal Amount, Group
II Senior Optimal Principal Amount or Group III Senior Optimal Principal Amount,
as applicable.
Senior
Percentage: The Group I Senior Percentage, Group II Senior Percentage or
Group III Senior Percentage, as applicable.
Senior
Prepayment Percentage: The Group I Senior Prepayment Percentage, Group II
Senior Prepayment Percentage or Group III Senior Prepayment Percentage, as
applicable.
Servicer:
With respect to each Mortgage Loan, either of Countrywide or EMC and their
successors and assigns.
Servicer
Remittance Date: With respect to each Mortgage Loan, the date set forth in
the related Servicing Agreement.
Servicing
Agreements: The Countrywide Servicing Agreement and EMC 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 EMC, the Master Servicer, the Trustee
and the applicable Servicer in response to evolving interpretations of
Regulation AB and incorporated into a revised Exhibit M.
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 preceding calendar month and (ii) 1/12th of the
applicable
Servicing Fee Rate.
Servicing
Fee Rate: As to any Mortgage Loan, a per annum rate as set forth in the
Mortgage Loan Schedule; provided that with respect to each Mortgage Loan
serviced by Countrywide, the initial Servicing Fee Rate of 0.175% per annum
will
increase by 0.025% per annum after an initial fixed-rate period of seven or
ten
years, as applicable and as set forth in the Mortgage Loan
Schedule.
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.
Startup
Day: August 31, 2007.
Subordinate
Certificates: The Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates.
Subordinate
Certificate Writedown Amount: As to any Distribution Date, the amount by
which (a) the sum of the Current Principal Amounts of all the Certificates
(other than Class R Certificates) (after giving effect to the distribution
of
principal and the allocation of applicable Realized Losses in reduction of
the
Current Principal Amounts of the Certificates on such Distribution Date) exceeds
(b) the aggregate Scheduled Principal Balances of the Mortgage Loans on the
Due
Date related to such Distribution Date.
Subordinate
Optimal Principal Amount: As to any Distribution Date, an amount equal to
the sum, without duplication, of the following for the Group I, Group II and
Group III Mortgage Loans (but in no event greater than the aggregate Current
Principal Amount of the Subordinate Certificates immediately prior to such
Distribution Date):
(i) the
applicable Subordinate Percentage of the principal portion of all Scheduled
Payments due on each Outstanding Mortgage Loan in the related Loan Group 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
applicable Subordinate Prepayment Percentage of the Scheduled Principal Balance
of each Mortgage Loan in the related Loan Group that was the subject of a
Principal Prepayment in full received by the Servicer during the related
Prepayment Period;
(iii) the
applicable Subordinate Prepayment Percentage of each Principal Prepayment in
part received during the related Prepayment Period with respect to each Mortgage
Loan in the related Loan Group;
(iv) the
excess, if any, of (a) all Net Liquidation Proceeds allocable to principal
received during the related Prepayment Period in respect of each Liquidated
Mortgage Loan in the related Loan Group and all Subsequent Recoveries received
in respect of each Liquidated Mortgage Loan in the related Loan Group during
the
related Due Period over (b) the sum of the amounts distributable to the related
Senior Certificateholders pursuant to clause (iv) of the related definition
of
Senior Optimal Principal Amount on such Distribution Date;
(v) the
applicable Subordinate Prepayment Percentage of the sum of (a) the Scheduled
Principal Balance of each Mortgage Loan in the related Loan Group which was
purchased with respect to such Distribution Date and (b) the difference, if
any,
between the Scheduled Principal Balance of each Mortgage Loan in the related
Loan Group 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 over the Scheduled Principal Balance of each such Substitute
Mortgage Loan; and
(vi) on
the Distribution Date on which the Current Principal Amounts of the Group I
Senior Certificates, Group II Senior Certificates or Group III Senior
Certificates have all been reduced to zero, 100% of the related Senior Optimal
Principal Amount. After the aggregate Current Principal Amount of the
Subordinate Certificates has been reduced to zero, the Subordinate Optimal
Principal Amount shall be zero.
Subordinate
Percentage: The Group I Subordinate Percentage, Group II Subordinate
Percentage or Group III Subordinate Percentage, as applicable.
Subordinate
Prepayment Percentage: The Group I Subordinate Prepayment Percentage, Group
II Subordinate Prepayment Percentage or Group III Subordinate Prepayment
Percentage, as applicable.
Subsequent
Cut-off Date: With respect to the Group III Subsequent Mortgage Loans sold
to the Trust pursuant to a Subsequent Transfer Instrument, the date stated
in
the Subsequent Mortgage Loan Purchase Agreement.
Subsequent
Mortgage Loan Purchase Agreement: The agreement dated as of the Subsequent
Transfer Date, between EMC, as seller, and Structured Asset Mortgage Investments
II Inc., as purchaser, and all amendments thereof and supplements thereto,
regarding the transfer of the Group III Subsequent Mortgage Loans by EMC to
Structured Asset Mortgage Investments II Inc., a form of which is attached
as
Exhibit P.
Subsequent
Recoveries: As of any Distribution Date, amounts received by the Master
Servicer during the related Due Period or surplus amounts held by the Master
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, a Mortgage Loan that has been modified which resulted in a
Realized Loss or disposition of an REO Property prior to the related Prepayment
Period that resulted in a Realized Loss, after the liquidation or disposition
of
such Mortgage Loan.
Subsequent
Transfer Date: With respect to the Subsequent Transfer Instrument, the date
on which the Group III Subsequent Mortgage Loans are sold to the Trust, which
date shall be a Business Day.
Subsequent
Transfer Instrument: The Subsequent Transfer Instrument, dated as of the
Subsequent Transfer Date, executed by the Depositor and the Trustee and
substantially in the form attached hereto as Exhibit Q, by which the Group
III
Subsequent Mortgage Loans are transferred to the Trust Fund.
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 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; (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 and (viii) which has a Gross Margin, Periodic
Rate
Cap and Maximum Lifetime Mortgage Rate no less than those of such Mortgage
Loan,
has the same Index and interval between Interest Adjustment Dates as such
Mortgage Loan, and a Minimum Lifetime Mortgage Rate no lower than that of such
Mortgage Loan.
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.
Trustee
Fee: As to each Mortgage Loan and any Distribution Date an amount equal to
1/12th of the Trustee Fee Rate multiplied by 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.
Trustee
Fee Rate: 0.015% per annum.
Trustee:
Xxxxx Fargo Bank, N.A., or its successor in interest, or any successor trustee
appointed as herein provided.
Trust
Fund or Trust: The corpus of the trust created by this Agreement, consisting
of the Mortgage Loans and the other assets described in Section
2.01(a).
Uncertificated
Principal Balance: With respect to any REMIC I Regular Interest and REMIC II
Regular Interest as of any Distribution Date, the initial principal amount
of
such regular interest as set forth in Sections 5.01(c)(i) and (c)(ii), 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 applicable Loss Allocation
Limitation.
Underlying
Seller: With respect to each Mortgage Loan, any of Countrywide, Xxxxxx, Bean
Mortgage Corp., EMC Mortgage Corporation, or Bear Xxxxxxx Residential Mortgage
Corporation, as indicated on the Mortgage Loan Schedule.
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 regulations), provided that,
for purposes solely of the Class R 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.
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 Initial 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 Distribution Account maintained by the Trustee,
(iii) 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
maintained by the Master Servicer, (iv) such assets relating to the Mortgage
Loans as from time to time may be held by the Servicers in Protected Accounts
and the Trustee in the Distribution Account, (v) any REO Property, (vi) 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), (vii)
the Mortgage Loan Purchase Agreement to the extent provided in Subsection
2.03(a), (viii) the rights with respect to the Servicing Agreements as assigned
to the Trustee on behalf of the Certificateholders by the Assignment Agreements
and (ix) any 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. The Depositor, the Seller, the Master
Servicer and the Trustee agree that it is not intended that any mortgage loan
be
conveyed to the Trust that is a “High-Cost Home Loan” as defined by applicable
predatory lending laws.
(b) In
connection with the above transfer and assignment, the Depositor hereby delivers
to the related Custodian, on behalf of the Trustee, with respect to each
Mortgage Loan:
(i) the
original Mortgage Note, endorsed without recourse (A) to the order of the
Trustee or in blank, or (B) in the case of a loan registered on the MERS system,
in blank, and in each case showing an unbroken chain of endorsements from the
related originator, at the time they made the initial endorsement, to the last
endorsee up to and including the point the Sponsor acquired such Mortgage
Loan;
(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); provided however that with respect to Mortgage
Loans serviced by Xxxxx Fargo, as applicable, the Depositor shall only deliver
the original mortgage note and recorded orginal assignment to the related
Custodian, on behalf of the Trustee, upon the Closing Date.
(iii) unless
the Mortgage Loan is registered on the MERS® System, the original assignment to
blank, or the assignment (either an original or a certified copy which may
be in
the form of a blanket assignment if permitted in the jurisdiction in which
the
Mortgaged Property is located) to “Xxxxx Fargo Bank, N.A., 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, 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; and
(vii) originals
of all modification agreements, if applicable and available;
provided,
however, that in lieu of the foregoing, the Depositor may deliver to the
related Custodian, on behalf of the Trustee, the following documents, under
the
circumstances set forth below: (w) in lieu of 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
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 stamp 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 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 Mortgage
Notes relating to the Mortgage Loans identified on Exhibit 5 to the Mortgage
Loan Purchase Agreement, the Depositor may deliver lost note affidavits from
the
Seller; and (z) the Depositor 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 Depositor, in lieu of delivering the above documents, may
deliver to the Trustee or the related Custodian, on its behalf, 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 such original documents (including any original
documents as to which certified copies had previously been delivered) to the
Trustee or the related Custodian, on its behalf, 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 related 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 related
Custodian, on its behalf, 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, (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.
Section
2.02 Acceptance
of Mortgage Loans 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 related
Custodian, on its behalf, pursuant to Section 2.01, 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 (or the related
Custodian on its behalf) as Trustee in trust for the use and benefit of all
present and future Holders of the Certificates. On the Closing Date, with
respect to the Initial Mortgage Loans, or the Subsequent Transfer Date with
respect to the Group III Subsequent Mortgage Loans, the related Custodian 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
substantially in the form of Exhibit One to the related Custodial Agreement,
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 within 90 days of the Subsequent Transfer Date with respect to the
Group III Subsequent Mortgage Loans (or with respect to any Substitute Mortgage
Loan, within five Business Days after the receipt by the Trustee or the related
Custodian thereof), the Trustee agrees, for the benefit of the
Certificateholders, to review or cause to be reviewed by the related Custodian
on its behalf (under the related Custodial Agreement), each Mortgage File
delivered to it (or the related Custodian on its behalf) 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 substantially
in
the form of Exhibit Two to the related Custodial Agreement. In conducting such
review, the Trustee or the related Custodian on behalf of the Trustee will
ascertain whether all required documents have been executed and received, and
based on the related 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 related
Mortgage Loan Schedule. In performing any such review, the Trustee or the
related Custodian, on its behalf, 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 related Custodian, on its
behalf, 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 the Group III Subsequent Mortgage Loans
identified on the schedule attached to the Subsequent Transfer Instrument,
or to
appear defective on its face (i.e. torn, mutilated, or otherwise physically
altered) (a “Material Defect”), the Trustee or the related Custodian, on its
behalf, shall, upon completion of the review of all files, but in no event
later
than 90 days after the Closing Date, 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
related Custodian, on its behalf, 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 Certificateholders in the related
Mortgage Loan, the Trustee shall enforce the Seller’s obligation under the
Mortgage Loan Purchase Agreement, within 90 days from the Trustee’s or the
related 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 related Custodian,
on
its behalf, shall be effected by the Seller thirty days of its receipt of the
original recorded document.
(b) No
later
than 180 days after the Closing Date, or within 90 days of the Subsequent
Transfer Date with respect to the Group III Subsequent Mortgage Loans (or with
respect to any Substitute Mortgage Loan, within five Business Days after the
receipt by the Trustee or the related Custodian thereof), the Trustee or the
related Custodian, on its behalf, 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 substantially in the
form
of Exhibit Three to the related Custodial Agreement. In conducting such review,
the Trustee or the related Custodian, on its behalf, 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 related Custodian,
on
its behalf, finds a Material Defect, the Trustee or the related Custodian,
on
its behalf, shall, upon completion of the review of all files, but in no event
later than 180 days after the Closing Date, notify the
Seller (provided, however, that with respect to those documents
described in subsections (b)(iv), (v) and (vii) of Section 2.01, the Trustee’s
and the related Custodian’s obligations shall extend only to the documents
actually delivered to the related 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 related Custodian, on its behalf, 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 Certificateholders in
the
related Mortgage Loan, the Trustee shall enforce the Seller’s obligation under
the Mortgage Loan Purchase Agreement, within 90 days from the Trustee’s or the
related 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 related Custodian, on its behalf, 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 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 related
Custodian, on behalf of the Trustee (upon receipt of a Request for Release
in
the form of Exhibit D-1 or Exhibit D-2 attached hereto, as applicable, 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 available funds is received by the Trustee. The
Trustee shall amend the Mortgage Loan Schedule, which was previously delivered
to it by the Depositor in a form agreed to between the Depositor and the
Trustee, to reflect such repurchase and shall promptly notify the Rating
Agencies of such amendment and furnish a copy of the amended Mortgage Loan
Schedule to the Master Servicer and the related Custodian. To enable
the Trustee to amend the Mortgage Loan Schedule, the Seller shall, unless it
cures such breach in a timely fashion pursuant to this Section 2.02, promptly
notify the Trustee whether it intends either to repurchase, or to substitute
for, the Mortgage Loan affected by such breach. 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 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,
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
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, the Master Servicer 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 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
Trustee. The Depositor shall notify the Trustee and submit to the
related Custodian, on behalf of the Trustee, a Request for Release, and the
related Custodian shall release, or the Trustee shall cause the related
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 Trustee. The Trustee shall amend the Mortgage Loan Schedule to reflect such
repurchase and shall promptly notify the Trustee of such amendment and furnish
a
copy of the amended Mortgage Loan Schedule to the Master Servicer and the
related Custodian. 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 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 has
been made in accordance with the terms and conditions of this Agreement and
that
all conditions precedent to such repurchase have been satisfied, including
the
delivery to the Master Servicer of the Purchase Price for deposit into the
Master Servicer Collection Account, together with copies of any Opinion of
Counsel required to be delivered pursuant to this Agreement and the related
Request for Release. Solely for purposes of the Trustee providing an
Assessment of Compliance, upon receipt of such documentation, the Trustee shall
approve such repurchase and which approval shall consist solely of the Trustee’s
receipt of such documentation and deposits. It is understood and
agreed that the obligation under this Agreement of the Seller to repurchase
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 related Custodian, on behalf of 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 related Custodian, on its behalf, 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 2.01(b). 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 related Custodian of a Request for Release for such Mortgage Loan), the
related Custodian, on behalf of 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 the Trustee 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
related 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 Trustee
shall amend the Mortgage Loan Schedule to reflect such substitution and shall
provide a copy of such amended Mortgage Loan Schedule to the Trustee, the Master
Servicer, the Seller, the related Custodian 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 and the Master Servicer 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 any Opinion of Counsel required to be delivered pursuant to this
Agreement and the related Request for Release. Solely for purposes of
the Trustee providing an Assessment of Compliance, upon receipt of such
documentation, 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 has signed, and countersigned and delivered
to the Depositor, in exchange therefor, Certificates in such authorized
denominations representing such Fractional Undivided Interests as the Depositor
has requested. The Trustee (or the related Custodian on its behalf) agrees
that
it will hold the Mortgage Loans and such other assets as may from time to time
be delivered to it (or the related Custodian on its behalf) segregated on the
books of the Trustee in trust for the benefit of the
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 Group
I Mortgage Loans and the other assets of REMIC I for the benefit of the holders
of the REMIC I Interests. The Trustee acknowledges receipt of such assets and
declares that it holds and will hold the same in trust for the exclusive use
and
benefit of the holders of the REMIC I Interests.
(c) 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
REMIC II Interests. 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 REMIC II Interests.
(d) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
II Regular Interests and the other assets of REMIC III for the benefit of the
Holders of the Certificates (other than the Class R-I Certificates and Class
R-II Certificates). The Trustee acknowledges receipt of the REMIC II Regular
Interests (which are uncertificated) and the other assets of REMIC III and
declares that it holds and will hold the same in trust for the exclusive use and
benefit of the Holders of the Certificates (other than the Class R-I
Certificates and the Class R-II 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:
(i) the
Depositor (a) is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and (b) 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;
(ii) 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;
(iii) 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;
(iv) 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;
(v) 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);
(vi) 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;
(vii) 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
(viii) 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 Purposes
and Powers of the Trust.
The
purpose of the common law trust, as created hereunder, is to engage in the
following activities:
(a) acquire
and hold the Mortgage Loans and the other assets of the Trust Fund and the
proceeds therefrom;
(b) to
issue the Certificates sold to the Depositor in exchange for the Mortgage
Loans;
(c) to
make payments on the Certificates;
(d) to
engage in those activities that are necessary, suitable or convenient to
accomplish the foregoing or are incidental thereto or connected therewith;
and
(e) subject
to compliance with this Agreement, to engage in such other activities as may
be
required in connection with conservation of the Trust Fund and the making of
distributions to the Certificateholders.
The
trust
is hereby authorized to engage in the foregoing activities. The trust
shall not engage in any activity other than in connection with the foregoing
or
other than as required or authorized by the terms of this Agreement while any
Certificate is outstanding.
Section
2.08 Delivery
of Opinion of Counsel in Connection with Substitutions and
Purchases.
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 reasonably foreseeable, no
repurchase or substitution pursuant to Sections 2.02, 2.03 or 2.04 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 REMIC I,
REMIC II or REMIC III, or contributions after the Startup Date, as defined
in
Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause any
of
REMIC I, REMIC II or REMIC III 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 or 2.04) upon the earlier of (a) the occurrence of a default or default
becoming reasonably foreseeable 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.
Section
2.09 Conveyance
of the Group III Subsequent Mortgage Loans.
(a) Subject
to the conditions set forth in paragraph (b) below, in consideration of the
Trustee’s delivery on the Subsequent Transfer Dates to or upon the written order
of the Depositor of all or a portion of the balance of funds in the Group III
Pre-Funding Account, the Depositor shall, on such Subsequent Transfer Date,
sell, transfer, assign, set over and convey without recourse to the Trust Fund
(subject to the other terms and provisions of this Agreement) all its right,
title and interest in and to (i) the Group III Subsequent Mortgage Loans
identified on the Mortgage Loan Schedule attached to the Subsequent Transfer
Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii)
all
interest accruing thereon on and after the Subsequent Cut-off Date and all
collections in respect of interest and principal due after the Subsequent
Cut-off Date and (iii) all items with respect to such Group III Subsequent
Mortgage Loans to be delivered pursuant to Section 2.01 and the other items
in
the related Mortgage Files; provided, however, that the Seller reserves and
retains all right, title and interest in and to principal received and interest
accruing on such Group III Subsequent Mortgage Loans prior to the Subsequent
Cut-off Date. The transfer to the Trustee for deposit in Loan Group III by
the
Depositor of the Group III Subsequent Mortgage Loans identified on the Mortgage
Loan Schedule shall be absolute and is intended by the Depositor, the Seller,
the Master Servicer, the Trustee and the Certificateholders to constitute and
to
be treated as a sale of the Group III Subsequent Mortgage Loans by the Depositor
to the Trust. The related Mortgage File for each Group III Subsequent Mortgage
Loan shall be delivered to the Custodian, on behalf of the Trustee, as its
agent, at least three Business Days prior to the Subsequent Transfer
Date.
The
purchase price paid by the Trustee, from amounts released from the Group III
Pre-Funding Account shall be 100% of the aggregate Scheduled Principal Balance
of the Group III Subsequent Mortgage Loans so transferred (as identified on
the
Mortgage Loan Schedule provided by the Depositor). This Agreement shall
constitute a fixed price purchase contract in accordance with Section
860G(a)(3)(A)(ii) of the Code.
(b) The
Depositor shall transfer to the Trustee for deposit in Loan III, the Group
III
Subsequent Mortgage Loans, and the other property and rights related thereto
as
described in paragraph (a) above, and the Trustee, shall release funds from
the
Group III Pre-Funding Account only upon the satisfaction of each of the
following conditions on or prior to the Subsequent Transfer Date:
(i) the
Depositor shall have delivered to the Trustee a duly executed Subsequent
Transfer Instrument, which shall include a Mortgage Loan Schedule listing the
III Subsequent Mortgage Loans, and the Seller shall cause to be delivered a
computer file containing such Mortgage Loan Schedule to the Trustee and the
Master Servicer at least three Business Days prior to the related Subsequent
Transfer Date;
(ii) as
of the Subsequent Transfer Date, as evidenced by delivery of the Subsequent
Transfer Instrument, substantially in the form of Exhibit Q, the Depositor
shall
not be insolvent nor shall it have been rendered insolvent by such transfer
nor
shall it be aware of any pending insolvency with respect to it:
(iii) such
sale and transfer shall not result in a material adverse tax consequence to
the
Trust or the Certificateholders;
(iv) the
Group III Pre-Funding Period shall not have terminated;
(v) the
Depositor shall not have selected the Group III Subsequent Mortgage Loans in
a
manner that it believed to be adverse to the interests of the
Certificateholders;
(vi) the
Depositor shall have received an acknowledgment from each Rating Agency that
the
conveyance of the Group III Subsequent Mortgage Loans does not result in a
reduction or withdrawal of any ratings assigned to the Group III Certificates
by
the Rating Agencies, provided that, in the case of S&P, such acknowledgement
shall be a written acknowledgement;
(vii)
the
Trustee and the Rating Agencies are provided with an Opinion of Counsel, at
the
expense of the Depositor, stating that each REMIC in the Trust Fund is and
shall
continue to qualify as a REMIC following the transfer of the Group III
Subsequent Mortgage Loans, to be delivered as provided pursuant to this Section
2.09;
(viii)
the Rating Agencies and the Trustee are provided with an Opinion of Counsel,
at
the expense of the Depositor, confirming that the transfer of the Group III
Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date is a true
sale, to be delivered as provided pursuant to this Section 2.09;
(ix) the
Depositor shall have furnished to the related Servicer, no later than three
Business Days prior to the Subsequent Transfer Date, (x) if the servicer or
servicers of such Subsequent Mortgage Loans are existing Servicers, then a
written acknowledgement of each such Servicer that it is servicing such Group
III Subsequent Mortgage Loans pursuant to the related Servicing Agreement,
or
(y) if the servicer or servicers are not existing Servicers, then a Servicing
Agreement and Assignment, Assumption and Recognition Agreement with respect
to
such servicer or servicers in form and substance reasonably satisfactory to
the
Master Servicer; and
(x) the
Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument
confirming the satisfaction of the conditions precedent specified in this
Section 2.09 and, pursuant to the Subsequent Transfer Instrument, assigned
to
the Trustee without recourse for the benefit of the Group III Certificateholders
all the right, title and interest of the Depositor, in, to and under the
Subsequent Mortgage Loan Purchase Agreement, to the extent of the Group III
Subsequent Mortgage Loans.
(c) The
Trustee shall be entitled to rely upon the confirmation made by the Depositor
pursuant to the related Subsequent Transfer Instrument and the Opinions of
Counsel delivered pursuant to clauses (b)(vii) and (viii) above in determining
that the condition precedents are met for the release of funds from the Group
III Pre-Funding Account.
ARTICLE
III
ADMINISTRATION
AND MASTER SERVICING OF MORTGAGE LOANS; SECURITIES AND EXCHANGE COMMISSION
REPORTING
Section
3.01 Master
Servicer.
The
Master Servicer shall, from and after the Closing Date, supervise, monitor
and
oversee the obligation of the Servicers to service and administer their
respective Mortgage Loans in accordance with the terms of the applicable
Servicing Agreements 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 each Servicer’s servicing activities with respect to each related
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 a report
in the form of a computer readable magnetic tape (or by such other means as
the
Master Servicer and the Trustee may agree from time to time) containing such
data and information, as agreed to by the Master Servicer and the Trustee such
as to permit the Trustee to prepare the statements specified in Section 6.04
by
12:00 p.m. Central Standard Time 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. Central Standard Time 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 to the Master Servicer
pursuant to the applicable Servicing Agreements. 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. 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.
In
connection with any such Servicing
Modification, the related Servicer may reimburse itself from the Trust for
any
outstanding Advances and Servicing Advances at the time of the modification
to
the extent interest and principal is forgiven or Servicing Advances are
reimbursed. Any such reimbursement shall occur during the same calendar month
as
the Servicing Modification, and, to the extent such
Advance or
Servicing Advance is forgiven, any such reimbursement
will be treated
as a Realized Loss which will be incurred on the Distribution Date related
to
the calendar month during which the Servicing Modification occurred. To the
extent Advances and Servicing Advances or other amounts owed the Servicer are
capitalized, the related Servicer may reimburse itself from such arrearages
on a
first priority basis.
The
Trustee shall furnish the Servicers and the Master Servicer, upon written
request from a servicing officer, with any powers of attorney and other
documents in form as provided to it necessary or appropriate to enable the
Servicers and the Master Servicer to service and administer the related Mortgage
Loans and REO Property.
The
Trustee or the related Custodian on its behalf or the related Servicer shall
provide access to the records and documentation in the possession of the related
Custodian regarding the related Mortgage Loans and REO Property and the
servicing thereof to the 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 related Custodian or the related Servicer; provided, however, that,
unless otherwise required by law, the Trustee, the related Custodian, or the
related Servicer, 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 or the related Custodian, on its behalf, or the
related Servicer, 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, the related Custodian’s or the
related Servicer’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 assure such continuing treatment. In particular, the Trustee shall
not (a) sell or permit the sale of all or any portion of the Mortgage Loans
or
of any investment of deposits in an Account (except as otherwise expressly
permitted by this Agreement) 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 or Section 2.04 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 (except as otherwise expressly
permitted by this Agreement) 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 such Servicer’s
compliance with the terms of its Servicing Agreement. In the event that the
Master Servicer, in its judgment, determines that a Servicer 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.
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 the related Servicer 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 successor 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 shall be a period of
transition (not to exceed 90 days) before the actual servicing functions can
be
fully transferred to such successor Servicer. Such enforcement, including,
without limitation, the legal prosecution of claims, termination of the related
Servicing Agreement 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, in its good faith business judgment, would require were it the owner
of the related Mortgage Loans. The Master Servicer shall pay the costs of such
enforcement at its own expense, subject to its right of reimbursement pursuant
to the provisions of this Agreement or the related Servicing Agreement, 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. Nothing herein shall impose any obligation on the part of the
Trustee to assume or succeed to the duties or obligations of the Master Servicer
unless the Trustee has not been able to find a successor servicer or a successor
master servicer.
(b) To
the
extent that the costs and expenses of the Master Servicer or the Trustee, as
applicable, related to any termination of a Servicer, or the enforcement or
prosecution or related claims, rights or remedies or the 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 a 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 or the Trustee, as applicable, shall be entitled
to reimbursement of such costs and expenses from the Distribution Account,
pursuant to Section 4.05.
(c) The
Master Servicer shall require each Servicer to comply with the remittance
requirements and other obligations set forth in the related Servicing
Agreements.
(d) If
the
Master Servicer acts as Servicer, it will not assume liability for the
representations and warranties of the 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 Certificateholders 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 and
Liquidation Proceeds, 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 permit 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 applicable 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 not, except in those instances where it is taking action
in
the name of the Trust, 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 Servicer does not, the Master Servicer may), promptly
furnish to the related Custodian, on behalf of the Trustee, two copies of a
certification substantially in the form of Exhibit D-1 or Exhibit D-2, as
applicable, (or as otherwise provided in the related 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 its Servicing Agreement have
been
or will be so deposited) and shall request that the related Custodian, on behalf
of the Trustee, deliver to the applicable Servicer the related Mortgage File.
Upon receipt of such certification and request, the related Custodian, on behalf
of the Trustee, shall promptly release the related Mortgage File to the
applicable Servicer and the Trustee and the related 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
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 related Custodian,
on
behalf of the Trustee, shall, upon the request of a Servicer or the Master
Servicer, and delivery to the related 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-1 or Exhibit D-2, as applicable, (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, as applicable.
Such trust receipt shall obligate the Servicer or the Master Servicer to return
the Mortgage File to the related 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 related 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 and each Servicer (to the extent required by the related
Servicing Agreement) shall transmit to the Trustee or the related Custodian
on
its behalf 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 the related Custodian on its behalf. 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 or Insurance Proceeds in respect of any Mortgage Loan
shall
be held for the benefit of the Trustee and the Certificateholders subject to
the
Master Servicer’s right 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 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, and 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 or Insurance
Proceeds, 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 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 Agreements 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 Agreements. 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 4.03. 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 Section 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 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
4.04,
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 4.03.
Section
3.12 Trustee
to Retain Possession of Certain Insurance Policies and Documents.
The
Trustee (or the related Custodian, on behalf of 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, on behalf of 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 related Custodian, on behalf of
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, for the
performance of its activities hereunder. 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.
(a) The
Master Servicer and the Trustee 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, as to each signatory thereof, that (i) a review of the
activities of each such party during the preceding calendar year and of its
performance under this Agreement or other applicable servicing agreement has
been made under such officer’s supervision and (ii) to the best of such
officer’s knowledge, based on such review, such party has fulfilled all of its
obligations under this Agreement or other applicable servicing 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, the Trustee 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 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). The Master Servicer shall deliver to the Trustee any
such
Annual Statement of Compliance received from a Servicer or any subservicer
and
each subcontractor (to the extent such subcontractor is determined by the Master
Servicer to be “participating in the servicing function” within the meaning of
Item 1122 of Regulation AB) that is engaged by such Servicer, within ten
Business Days of such receipt but in no event later than the 15th day of
March for
each year for which a Report on Form 10-K is required to be filed with respect
to the Trust Fund.
(b) 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). Failure of the Trustee to comply with this
Section 3.16 (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 and the Trustee at the written direction of the Depositor
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 Trustee under this Agreement and in and to the Mortgage Loans and the
proceeds thereof without compensating the Trustee for the same. This
paragraph shall supersede any other provision in this Agreement or any other
agreement to the contrary.
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 Custodians (to the extent
set
forth in this Section) (each, an “Attesting Party”) 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 M 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 M 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
Master Servicer and the Depositor an Assessment of Compliance and Attestation
Report as and when provided in the related Servicing Agreement. In
addition, 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, Master Servicer or Securities Trustee, as applicable, to deliver
to the Master Servicer and the Depositor an Assessment of Compliance and
Attestation Report as and when provided under the term of the related Servicing
Agreement. Pursuant to each of the Servicing Agreements, the related Servicer,
or any subservicer and each subcontractor (to the extent such subcontractor
is
determined by the Master Servicer to be “participating in the servicing
function” within the meaning of Item 1122 of Regulation AB) that is engaged by
such Servicer, is obligated to provide such Assessment of Compliance and
Attestation Report on the 1st of March
and in no
event later than the 15th of March
each year
that the related Mortgage Loans are serviced under the applicable Servicing
Agreement. The Master Servicer shall deliver to the Trustee any such
Assessment of Compliance and Attestation Report received from a Servicer or
any
subservicer and each subcontractor (to the extent such subcontractor is
determined by the Master Servicer to be “participating in the servicing
function” within the meaning of Item 1122 of Regulation AB) that is engaged by
such Servicer, within two business days of such receipt but in no event later
than two Business Days following the 15th day of
March for
each year for which a Report on Form 10-K is required to be filed with respect
to the Trust Fund. Such Assessment of Compliance, as to any
subservicer or subcontractor, shall at a minimum address the applicable
Servicing Criteria specified on Exhibit M 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 Trustee 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 M and notify the Depositor of any exceptions.
Notwithstanding the foregoing, as to any subcontractor, an Assessment of
Compliance and Attestation Report is not required to be delivered unless it
is
required as part of a Form 10-K with respect to the Trust Fund.
The
Custodians 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 M 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, upon written notice from the Trustee
at the written direction of the Depositor, 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,
upon written notice from the Trustee at the written direction of the Depositor,
constitute a default and 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 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.
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 N 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 in the case where the Trustee
is
the reporting party as set forth in Exhibit N) and approval.
(B)
Within five (5) calendar days after the related Distribution Date, (i) the
parties set forth in Exhibit N 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-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 O 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 (which
may be furnished electronically) 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 obtaining the execution of and filing the Form
10-D. No later than the 13th 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 6.04 a final executed copy of each Form
10-D filed by the Trustee. The signing party for the Master Servicer
can be contacted as set forth in Section 12.07. 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(vii) and in 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 N 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 in the case where
the
Trustee is the reporting party as set forth in Exhibit N) 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 N 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
(which may be furnished electronically) 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 obtaining the execution of and filing
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 12.07. 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 hereto 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 “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 timeframes 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 the Master Servicer, each Servicer, each subservicer and subcontractor
participating in the servicing function, the Trustee and the Custodians, 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 the Master Servicer, each Servicer, the Trustee, each
subservicer, each subcontractor, as applicable, and the Custodians, 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, at its discretion, 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 N 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 N) 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
N 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 the third Business Day prior
to
March 25th), 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 obtaining the execution of and filing the Form
10-K. No later than the close of business Eastern Standard time on
the 4th Business Day prior to the 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 for the Master Servicer can be contacted
as set forth in Section 12.07. 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 March 15th
of each year in which the Trust is subject to the 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(vii) and in 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)(iv) and (v) 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 10th 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 L, 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. In addition, the Trustee shall sign a Back-Up
Certification substantially in the form of Exhibit L; 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. 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 12.07.
(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 N 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 O. Each of the Master Servicer, the Seller, the Trustee
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 Master Servicer, the Seller, the Trustee and the Depositor all Additional
Disclosure relating to the Trust Fund, with respect to which such party is
indicated in Exhibit N 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.
So
long
as the Depositor is subject to the filing requirements of the Exchange Act
with
respect to the Trust Fund, the Trustee shall notify the Depositor of any
bankruptcy or receivership with respect to the Trustee or of any proceedings
of
the type described under Item 1117 of Regulation AB that have occurred as of
the
related Due Period, together with a description thereof, no later than the
date
on which such information is required of other parties hereto as set forth
under
this Section 3.18. In addition, the Trustee shall notify the
Depositor of any affiliations or relationships that develop after the Closing
Date between the Trustee and the Depositor, the Seller, the Master Servicer
or
the Custodians of the type described under Item 1119 of Regulation AB, together
with a description thereof, no later than March 15 of each year that the Trust
is subject to the Exchange Act reporting requirements, commencing in 2008.
Should the identification of any of the Depositor, the Seller, the Trustee,
the
Master Servicer or the Custodians change, the Depositor shall promptly notify
the Trustee in writing.
(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 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/A, 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. 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 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 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 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 or any
Additional Disclosure 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, upon written notice from the Trustee
at the written direction of the Depositor, constitute an Event of Default,
and
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, upon written notice from the Trustee
at the written direction of the Depositor, constitute a default and the Trustee
at the written direction of the Depositor 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 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 or the Trustee 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
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 any such report, Form or amendment, and does not result
from its own negligence, bad faith or willful misconduct.
(e) Notwithstanding
the provisions of Section 12.02, this Section 3.18 may be amended without the
consent of the Certificateholders.
(f) 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 XxxXXXxxxxxxxxxxxx@xxxx.xxx or, in the case of a notification,
telephonically by calling Reg AB Compliance Manager at
000-000-0000.
Section
3.19 UCC.
The
Depositor shall file any financing statements or amendments thereto required
by
any change in the Uniform Commercial Code.
Section
3.20 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, EMC shall have
the right, but not the obligation, 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 EMC to a third party,
including a holder of a Class of Certificates.
In
addition, EMC shall have the right,
but not the obligation, to purchase any Mortgage Loan from the
Trust for which (i) the initial Scheduled Payment due to the Seller or (ii)
the initial Scheduled Payment due to the Trust becomes thirty (30) days
Delinquent; provided however, such optional purchase shall be exercised no
later than the 270thday
after such Mortgage Loan is subject
to such optional purchase.Such purchase shall
be made at a price
equal to the Purchase Price. This right may be assigned by EMC to a third party,
including a holder of a Class of Certificates.
(b) If
at any
time EMC remits to the Master Servicer a payment for deposit in the Master
Servicer Collection Account covering the amount of the Purchase Price for any
Mortgage Loan purchased pursuant to clause (a), and EMC 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 EMC, without recourse,
representation or warranty, to EMC 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. EMC 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.
Section
3.21 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, the Trustee 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 provided
by
the Commission 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.
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 48 hours
(or
as of such other time specified in the related Servicing Agreement) of receipt,
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, 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
Protected Account. The Servicer is hereby authorized to make withdrawals from
and deposits to the related Protected Account for purposes required or permitted
by this Agreement and the related Servicing Agreement. To the extent provided
in
the related Servicing Agreement, the 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
Certificateholders.
(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 Certificateholders 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 Distribution 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 Certificateholders 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 Servicing Agreement) shall deposit the amount of any
such
loss in the 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 Certificateholders.
(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 Accounts 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) with respect to each Loan Group:
(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 and any Liquidation Proceeds received by such Servicer
with respect to the Mortgage Loans in the related Prepayment Period, with
interest to the date of prepayment or liquidation, net of the amount thereof
comprising its Servicing Fee;
(iii) Partial
Principal Prepayments received by such Servicer for the Mortgage Loans in the
related Prepayment Period; and
(iv) Any
amount to be used as a Monthly Advance or any Compensating Interest
Payments.
(d) Withdrawals
may be made from an Account only to make remittances or reimbursements as
provided in Section 4.01(c), 4.03, 4.04 and 4.05; 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 this
Agreement in accordance with Section 10.01. As provided in Sections 4.01(a)
and
4.03 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.
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;
(ii) any
Advance and any Compensating Interest Payments;
(iii) any
Insurance Proceeds, Liquidation Proceeds or Subsequent Recoveries received
by or
on behalf of the Master Servicer 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 EMC pursuant to Section 3.20, 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 or the Trustee and
required to be deposited in the Master Servicer Collection Account pursuant
to
this Agreement.
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 need not
be
credited by the Master Servicer or the related Servicer to the Protected 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 in 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.
Section
4.03 Permitted
Withdrawals From the Master Servicer Collection Account.
The
Master Servicer may from time to time make withdrawals from the Master Servicer
Collection Account for the following purposes:
(i) to
reimburse the Master Servicer or the related Servicer for any Advance or
Servicing Advance of its own funds, the right of the Master Servicer or related
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 and Liquidation Proceeds) which
represent late payments or recoveries of the principal of or interest on such
Mortgage Loan respecting which such Advance or Servicing Advance was
made;
(ii) to
reimburse the Master Servicer or the related Servicer from Insurance Proceeds
or
Liquidation Proceeds relating to a particular Mortgage Loan for amounts expended
by the Master Servicer or the related 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 the related 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 the
related 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 (x) of this Subsection (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 a Servicer for advances of funds pursuant
to
this Agreement or the related Servicing Agreement, 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 and Liquidation Proceeds) which represent late
recoveries of the payments for which such advances were made;
(v) to
reimburse the Master Servicer or a Servicer for any Advance or advance, after
a
Realized Loss has been allocated with respect to the related Mortgage Loan
if
the Advance or advance has not been reimbursed pursuant to clauses (i) through
(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) and 12.03
or
otherwise reimbursable to it pursuant to this Agreement;
(viii) to
pay to
the related Servicer, as additional servicing compensation, any Excess
Liquidation Proceeds to the extent not retained by the related
Servicer;
(ix) to
reimburse or pay the related Servicer any such amounts as are due thereto under
this Agreement or the related Servicing Agreement and have not been retained
by
or paid to the related Servicer, to the extent provided herein and in the
related Servicing Agreement;
(x) the
Purchase Price with respect to any Mortgage Loans purchased by the Seller
pursuant to Section 2.02 or 2.03, any amounts which are to be treated pursuant
to Section 4.05 of this Agreement as the payment of such a Purchase Price,
the
Purchase Price with respect to any Mortgage Loans purchased by EMC pursuant
to
Section 3.20, and all proceeds of any Mortgage Loans or property acquired with
respect thereto repurchased by the Seller or its designee pursuant to Section
10.01;
(xi) any
amounts required to be deposited with respect to losses on investments of
deposits in the Master Servicer Collection Account; and
(xii) any
unreimbursed Capitalization Reimbursement Amount.
No
later than noon New York
time on the Distribution Account
Deposit Date for each Distribution Date, the Master Servicer shall transfer
all
amounts on deposit in the account with respect to the related Distribution
Date,
less all permitted reimbursements to the Servicer and the Master Servicer and
the Servicing Fees and Lender-Paid PMI Fees for such Distribution Date, to
the
Trustee for deposit in the Distribution Account.
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 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 account pursuant to Section 10.01 and remove amounts from time
to
time deposited in error.
In
addition, prior to noon New York time on the Business Day prior to each
Distribution 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.
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 Master Servicer Collection Account pursuant to subclauses (i) through (iv),
inclusive, and (vi) 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 Master Servicer Collection
Account.
Section
4.04 Distribution
Account.
(a) The
Trustee shall establish and maintain, for the benefit of the Certificateholders,
the Distribution Account as a segregated trust account or accounts. The
Distribution Account shall be an Eligible Account. The Master Servicer or
Servicers, as the case may be, will remit to the Trustee for deposit in the
Distribution Account, the following amounts:
(b) 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. The requirements
for
crediting the Distribution 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) and (iv), need not be credited by the Master Servicer or the related
Servicer to the Distribution Account. 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
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 (whether made
directly, or indirectly through a liquidator or receiver of the Trustee). The
Distribution Account shall be an Eligible Account. The amount at any time
credited to the Distribution Account may be 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
receive distribution of all investment earnings from the Distribution Account
earned on funds on deposit in the Distribution Account. If there is any loss
on
a Permitted Investment or demand deposit, the Trustee, as trustee, shall deposit
such amount in the Distribution Account. With respect to the Distribution
Account and the funds deposited therein, the Trustee shall take such action
as
may be necessary to ensure that the 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.
(d) In
addition, on the Closing Date the Depositor shall deposit $200 into the
Distribution Account which shall be paid to the holders of the Class R
Certificates on the first Distribution Date in accordance with Section
6.01.
Section
4.05 Permitted
Withdrawals and Transfers from the Distribution Account.
(a) The
Trustee will make such withdrawals or transfers from the Distribution Account
for the following purposes:
(i) to
reimburse the Trustee or the Custodians for expenses, costs and liabilities
incurred by or reimbursable to it pursuant to this Agreement;
(ii) to
pay
the Trustee compensation as set forth in Section 9.05;
(iii) to
remove
amounts deposited in error;
(iv) to
clear
and terminate the Distribution Account pursuant to Section 10.01;
and
(b) On
each
Distribution Date, the Trustee shall distribute the Available Funds to the
extent on deposit in the Distribution Account for each Loan Group to the Holders
of the Certificates in accordance with distribution instructions provided to
it
by the Trustee no later than two Business Days prior to such Distribution Date
(if the Trustee and the Trustee are not the same entity) and determined by
the
Trustee in accordance with Section 6.01.
Section
4.06 Group
III
Pre-Funding Account.
(a) No
later than the Closing Date, the Trustee shall establish and maintain in the
name of the Trustee a segregated trust account or sub-account of a trust
account, which shall be titled “Group III Pre-Funding Account, Xxxxx Fargo Bank,
N.A., as trustee for the benefit of the holders of Structured Asset Mortgage
Investments II Inc., Bear Xxxxxxx ARM Trust, Mortgage Pass-Through Certificates,
Series 2007-5” (the “Group III Pre-Funding Account”). The Group III Pre-Funding
Account shall be an Eligible Account or a sub account of an Eligible Account.
The Trustee, promptly upon receipt, shall deposit in the Group III Pre-Funding
Account and retain therein the Group III Pre-Funded Amount remitted on the
Closing Date to the Trustee by the Depositor. Funds deposited in the Group
III
Pre-Funding Account shall be held in trust by the Trustee for the Holders of
the
Group III Certificates for the uses and purposes set forth herein.
(b) The
Trustee shall invest funds deposited in the Group III Pre-Funding Account as
directed by the Depositor or its designee in writing in Permitted Investments
with a maturity date no later than the Business Day immediately preceding the
date on which such funds are required to be withdrawn from such account pursuant
to this Agreement, or, if no written direction is received by the Trustee from
the Depositor, then funds in such account shall remain uninvested. For federal
income tax purposes, the Depositor or its designee shall be the owner of the
Group III Pre-Funding Account and shall report all items of income, deduction,
gain or loss arising therefrom. All income and gain realized from investment
of
funds deposited in the Group III Pre-Funding Account shall be transferred to
the
Group III Interest Coverage Account on the Business Day immediately preceding
each Distribution Date. Any such income and gain remaining in the Group III
Interest Coverage Account at the end of the Group III Pre-Funding Period shall
be remitted by the Trustee to the Depositor pursuant to Section 4.07(d).
The Depositor or its designee shall deposit in the Group III Pre-Funding Account
the amount of any net loss incurred in respect of any such Permitted Investment
immediately upon realization of such loss without any right of reimbursement
therefor. At no time will the Group III Pre-Funding Account be an asset of
any
REMIC created hereunder. Amounts on deposit in the Group III Pre-Funding Account
shall be withdrawn by the Trustee as follows, unless otherwise directed by
the
Depositor:
(i) On
any Subsequent Transfer Date, the Trustee shall withdraw from the Group III
Pre-Funded Amount an amount equal to 100% of the Scheduled Principal Balances
of
the Group III Subsequent Mortgage Loans, (as identified on the Mortgage Loan
Schedule provided by the Depositor) transferred and assigned to the Trustee
for
deposit in Loan Group III, on such Subsequent Transfer Date and remit such
amount to the Depositor;
(ii) If
the amount on deposit in the Group III Pre-Funding Account (exclusive of
investment income) has not been reduced to zero by the close of business on
the
date of termination of the Group III Pre-Funding Period, then at the close
of
business on such date, the Trustee shall deposit into the Distribution Account
with respect to Group III Available Funds, any amounts remaining in the Group
III Pre-Funding Account related to Loan Group III, (exclusive of investment
income) for distribution in accordance with Section 6.01;
(iii) To
withdraw any amount not required to be deposited in the Group III Pre-Funding
Account or deposited therein in error; and
(iv) Upon
the earliest of (i) the reduction of the Schedule Principal Balances of the
Group III Mortgage Loans to zero or (ii) the termination of this Agreement
with
respect to Loan Group III in accordance with Section 10.01, to withdraw any
amount remaining on deposit in the Group III Pre-Funding Account, first, for
deposit in the Distribution Account for payment to the Group III
Certificateholders then entitled to distributions in respect of principal until
the Certificate Principal Balance of the Group III Certificates has been reduced
to zero, and second, for payment to the Depositor of any remaining
amount.
Withdrawals
pursuant to clauses (i), (ii) and (iv) shall be treated as contributions of
cash
to REMIC I on the date of withdrawal.
Section
4.07 Group
IIII Interest Coverage Account.
(a) No
later than the Closing Date, the Trustee shall establish and maintain in the
name of the Trustee a segregated trust account or a sub-account of a trust
account, which shall be titled “Group III Interest Coverage Account, Xxxxx Fargo
Bank, N.A., as trustee for the benefit of the holders of Structured Asset
Mortgage Investments II Inc., Bear Xxxxxxx ARM Trust, Mortgage Pass-Through
Certificates, Series 2007-5” (the “Group III Interest Coverage Account”). The
Group III Interest Coverage Account shall be an Eligible Account or a
sub-account of an Eligible Account. The Trustee shall, promptly upon receipt,
deposit in the Group III Interest Coverage Account and retain therein the Group
III Initial Interest Coverage Deposit remitted on the Closing Date to the
Trustee by the Depositor and all income and gain realized from investment of
funds deposited in the Group III Pre-Funding Account pursuant to Section
4.06(b). Funds deposited in the Group III Interest Coverage Account shall be
held in trust by the Trustee for the Group III Certificateholders for the uses
and purposes set forth herein.
(b) For
federal income tax purposes, the Depositor shall be the owner of the Group
III
Interest Coverage Account and shall report all items of income, deduction,
gain
or loss arising therefrom. At no time will the Group III Interest Coverage
Account be an asset of any REMIC created hereunder. All income and gain realized
from investment of funds deposited in the Group III Interest Coverage Account,
which investment shall be made solely upon the written direction of the
Depositor, shall be for the sole and exclusive benefit of the Depositor and
shall be remitted at the direction of the Depositor by the Trustee to the
Depositor no later than the first Business Day following receipt of such income
and gain by the Trustee. In the absence of such direction, the income
and gain shall remain in the Group III Interest Coverage Account and shall
be remitted at the direction of the Depositor or at the end of the Group
III Pre-Funding Period as excess proceeds, as applicable. If no written
direction with respect to such investment shall be received by the Trustee
from
the Depositor, then funds in such Account shall remain uninvested. The Depositor
shall deposit in the Group III Interest Coverage Account the amount of any
net
loss incurred in respect of any such Permitted Investment immediately upon
realization of such loss and any additional amounts necessary to make payments
pursuant to paragraph (c) below to the extent amounts on deposit in the Group
III Interest Coverage Account are insufficient.
(c) On
each Distribution Date during the Group III Pre-Funding Period and on the day
of
termination of the Group III Pre-Funding Period, the Trustee shall withdraw
from
the Group III Interest Coverage Account and deposit in the Distribution Account
an amount equal to the Group III Interest Coverage Distribution Amount for
such
Distribution Date. Such withdrawal and deposit shall be treated as a
contribution of cash by the Depositor to REMIC I on the date thereof.
Immediately following any such withdrawal and deposit, and immediately following
the conveyance of any Group IIII Subsequent Mortgage Loan to the Trust on any
Subsequent Transfer Date, the Trustee shall, at the request of the Depositor,
withdraw from the Group III Interest Coverage Account and remit to the Depositor
or its designee an amount equal to the excess, if any, of the amount remaining
in such Group III Interest Coverage Account over the amount that would be
required to be withdrawn therefrom (assuming sufficient funds therein) pursuant
to the second preceding sentence on each subsequent Distribution Date, if any,
that will occur during the Group III Pre-Funding Period or on the day of
termination of the Group III Pre-Funding Period if no Group IIII Subsequent
Mortgage Loan were acquired by the Trust Fund after the end of the Prepayment
Period relating to the current Distribution Date or the Distribution Date
following the end of the Group III Pre-Funding Period, as applicable. On the
day
of termination of the Group III Pre-Funding Period, the Trustee shall withdraw
from the Group III Interest Coverage Account and remit to the Depositor or
its
designee the amount remaining in such Group III Interest Coverage Account after
payment of the amount required to be withdrawn therefrom pursuant to the third
preceding sentence on the day of termination of the Group III Pre-Funding
Period.
(d) Upon
the earliest of (i) the Distribution Date immediately following the end of
the
Group III Pre-Funding Period, (ii) the reduction of the Certificate Principal
Balance of the Group III Certificates to zero and (iii) the termination of
this
Agreement in accordance with Section 10.01, any amount remaining on deposit
in
the Group III Interest Coverage Account after distributions pursuant to
paragraph (c) above shall be withdrawn by the Trustee and paid to the Depositor
or its designee.
ARTICLE
V
CERTIFICATES
Section
5.01 Certificates.
(a) The
Depository and the Issuing Entity have entered into a Depository Agreement
dated
as of the Closing Date (the “Depository Agreement”). Except for the Residual
Certificates, the Private 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 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 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.
(b) The
Residual Certificates and the Private 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.
(c) 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 Trustee or 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,
as agent of the Depositor, 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, as agent of the Depositor, 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 any instructions required under this section and may
conclusively rely on, and shall be protected in relying on, such
instructions.
In
addition, if an Event of Default has occurred and is continuing, each
Certificate Owner materially adversely affected thereby may at its option
request a definitive Certificate evidencing such Certificate Owner’s Fractional
Undivided Interest in the related Class of Certificates. In order to
make such request, such Certificate Owner shall, subject to the rules and
procedures of the Depository, provide the Depository or the related Depository
Participant with directions for the Trustee to exchange or cause the exchange
of
the Certificate Owner’s interest in such Class of Certificates for an equivalent
Fractional Undivided Interest in fully registered definitive
form. Upon receipt by the Trustee of instructions from the Depository
directing the Trustee to effect such exchange (such instructions to contain
information regarding the Class of Certificates and the Current Principal Amount
being exchanged, the Depository Participant account to be debited with the
decrease, the registered holder of and delivery instructions for the definitive
Certificate, and any other information reasonably required by the Trustee),
(i)
the Trustee shall instruct the Depository to reduce the related Depository
Participant’s account by the aggregate Current Principal Amount of the
definitive Certificate, (ii) the Trustee shall execute, authenticate and
deliver, in accordance with the registration and delivery instructions provided
by the Depository, a definitive Certificate evidencing such Certificate Owner’s
Fractional Undivided Interest in such Class of Certificates and (iii) the
Trustee shall execute and authenticate a new Book-Entry Certificate reflecting
the reduction in the Current Principal Amount of such Class of Certificates
by
the amount of the definitive Certificates.
(d) (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-I Certificates, which are hereby designated as representing
the sole class of “residual interests” in REMIC I.
The
REMIC
I Regular Interests and the Class R-I Certificates will have the following
designations, initial principal amounts and Pass-Through Rates:
REMIC
I Interest
|
Initial
Principal Amount
|
Pass-Through
Rate
|
Related
Loan Group
|
||||||
I-Sub
|
$ |
264.96
|
(1)
|
Loan
Group I
|
|||||
I-Grp
|
$ |
7,063.76
|
(2)
|
Loan
Group I
|
|||||
II-Sub
|
$ |
425.16
|
(1)
|
Loan
Group II
|
|||||
II-Grp
|
$ |
11,335.96
|
(3)
|
Loan
Group II
|
|||||
III-Sub
|
$ |
817.06
|
(1)
|
Loan
Group III
|
|||||
III-Grp
|
$ |
21,786.86
|
(4)
|
Loan
Group III
|
|||||
ZZZ
|
$ |
401,824,112.21
|
(1)
|
Loan
Group I through Loan Group III
|
|||||
R-II/R-III
|
$ |
100.00
|
0.00%
|
N/A
|
|||||
Class
R-I
|
$ |
50.00
|
0.00%
|
N/A
|
______________________
(1) The
weighted average of the Net Rates of the Mortgage Loans, weighted on the basis
of the respective Scheduled Principal Balances of each such Mortgage Loan as
of
the beginning of the Due Period immediately preceding the related Distribution
Date.
(2) The
weighted average of the Net Rates of the Group I Mortgage Loans, weighted on
the
basis of the respective Scheduled Principal Balances of each such Mortgage
Loan
as of the beginning of the Due Period immediately preceding the related
Distribution Date.
(3) The
weighted average of the Net Rates of the Group II Mortgage Loans, weighted
on
the basis of the respective Scheduled Principal Balances of each such Mortgage
Loan as of the beginning of the Due Period immediately preceding the related
Distribution Date.
(4) The
weighted average of the Net Rates of the Group III Mortgage Loans, weighted
on
the basis of the respective Scheduled Principal Balances of each such Mortgage
Loan as of the beginning of the Due Period immediately preceding the related
Distribution Date.
Interest
shall be payable from amounts received on the Mortgage Loans to the REMIC I
Regular Interests at the applicable Pass-Through Rates on the related
Uncertificated Principal Balances. On the Distribution Date in September 2007,
REMIC I Regular Interest R-II/R-III will be paid $100 in reduction of its
Uncertificated Principal Balance from the Class R-II Deposit and the Class
R-III
Deposit held in the Distribution Account. Distributions of
principal shall be deemed to be made from amounts received on the Mortgage
Loans
to the REMIC I Regular Interests, first, so as to keep the Uncertificated
Principal Balance of each REMIC I Regular Interest ending with the designation
“Grp” equal to 0.01% of the aggregate Scheduled Principal Balance of the
Mortgage Loans in the related Loan Group; second, to each REMIC I Regular
Interest ending with the designation “Sub,” so that the Uncertificated Principal
Balance of each such REMIC I Regular Interest is equal to 0.01% of the excess
of
(x) the aggregate Scheduled Principal Balance of the Mortgage Loans in the
related Loan Group over (y) the aggregate Current Principal Amount of the Senior
Certificates in the Certificate Group for the related Loan Group (except that
if
any such excess is a larger number than in the preceding distribution period,
the least amount of principal shall be distributed to such REMIC I Regular
Interests such that the REMIC I Subordinated Balance Ratio is maintained);
and
third, any remaining principal to REMIC I Regular Interest ZZZ. Realized Losses
on the Mortgage Loans shall be applied after all distributions have been made
on
each Distribution Date, first, so as to keep the Uncertificated Principal
Balance of each REMIC I Regular Interest ending with the designation “Grp” equal
to 0.01% of the aggregate Scheduled Principal Balance of the Mortgage Loans
in
the related Loan Group; second, to each REMIC I Regular Interest ending with
the
designation “Sub,” so that the Uncertificated Principal Balance of each such
REMIC I Regular Interest is equal to 0.01% of the excess of (x) the aggregate
Scheduled Principal Balance of the Mortgage Loans in the related Loan Group
over
(y) the Current Principal Amount of the Senior Certificates in the Certificate
Group for the related Loan Group (except that if any such excess is a larger
number than in the preceding distribution period, the least amount of Realized
Losses shall be applied to such REMIC I Regular Interests such that the REMIC
I
Subordinated Balance Ratio is maintained); and third, any remaining Realized
Losses on the Mortgage Loans shall be allocated to REMIC I Regular Interest
ZZZ.
The
aggregate amount of any Net Interest
Shortfalls and interest portion of Realized Losses related to the Mortgage
Loans
for any Distribution Date shall be allocated to accrued interest payable to
the
REMIC I Regular Interests,
pro
rata, based on, and
to
the extent of, one month’s interest at the then applicable respective
Pass-Through Rates on the respective Uncertificated Principal Balances of each
such REMIC I Regular
Interest.
(ii) REMIC
II will be evidenced by (x) the REMIC II Regular Interests, which will be
uncertificated and non-transferable and are hereby designated as the “regular
interests” in REMIC II and have the initial principal amounts and (other than
REMIC II Regular Interest R-III) accrue interest at the Pass-Through Rates
equal
to those set forth in this Section 5.01(c)(ii) and (y) the Class R-II
Certificates, which are hereby designated as representing the sole class of
“residual interests” in REMIC II.
The
REMIC
II Regular Interests and the Class R-II Certificates will have the following
designations, initial principal amounts and Pass Through Rates:
Designation
|
Initial
Principal Amount
|
Pass-Through
Rate
|
||||||
I-A-1
|
$ |
62,690,000.00
|
(1)
|
|||||
I-A-2
|
$ |
5,298,000.00
|
(1)
|
|||||
II-A-1
|
$ |
100,606,000.00
|
(2)
|
|||||
II-A-2
|
$ |
8,502,000.00
|
(2)
|
|||||
III-A-1
|
$ |
185,188,000.00
|
(3)
|
|||||
III-A-2
|
$ |
24,510,000.00
|
(3)
|
|||||
R-III
|
$ |
50.00
|
0.00%
|
|||||
Class
R-II
|
$ |
50.00
|
0.00%
|
|||||
B-1
|
$ |
6,027,000.00
|
(4)
|
|||||
B-2
|
$ |
3,416,000.00
|
(4)
|
|||||
B-3
|
$ |
1,407,000.00
|
(4)
|
|||||
B-4
|
$ |
2,008,000.00
|
(4)
|
|||||
B-5
|
$ |
1,407,000.00
|
(4)
|
|||||
B-6
|
$ |
806,805.97
|
(4)
|
(1) A
variable Pass-Through Rate equal to the weighted average of the Pass-Through
Rate on REMIC I Regular Interest I-Grp, weighted on the basis of the
Uncertificated Principal Balance of such REMIC I Regular Interest immediately
preceding the related Distribution Date.
(2) A
variable Pass-Through Rate equal to the weighted average of the Pass-Through
Rate on REMIC I Regular Interest II-Grp, weighted on the basis of the
Uncertificated Principal Balance of such REMIC I Regular Interest immediately
preceding the related Distribution Date.
(3) A
variable Pass-Through Rate equal to the weighted average of the Pass-Through
Rate on REMIC I Regular Interest III-Grp, weighted on the basis of the
Uncertificated Principal Balance of such REMIC I Regular Interest immediately
preceding the related Distribution Date.
(4) A
variable Pass-Through Rate equal to the weighted average of the Pass-Through
Rates on REMIC I Regular Interests I-Sub, II-Sub and III-Sub, weighted on the
basis of the Uncertificated Principal Balances of each such REMIC I Regular
Interest immediately preceding the related Distribution Date, provided that
for
purposes of calculating such weighted average, the Pass-Through Rate of each
such REMIC I Regular Interest shall be subject to a cap and a floor equal to
the
Pass-Through Rate of the REMIC I Regular Interest from the related Loan Group
ending with the designation “Grp”.
Principal
shall be payable to, and shortfalls, losses and prepayments are allocable to,
the REMIC II Regular Interests as such amounts are payable and allocable to
the
Corresponding Certificates; provided that, solely for purposes of the foregoing,
any shortfalls or losses allocable to the Class III-X-1 Certificates shall
be
deemed to be allocated entirely to the Class III-A-1 Certificates and Class
III-A-2 Certificates on a pro rata basis. Interest shall be payable to the
REMIC
II Regular Interests at the Pass-Through Rate for each such REMIC II Regular
Interest on each such REMIC II Regular Interest’s Uncertificated Principal
Balance.
(iii) The
Classes of the Regular Certificates, each of which shall represent a “regular
interest” in REMIC III, and the Class R-I, Class R-II and Class R-III
Certificates, each of which shall represent the sole class of “residual
interests” in REMIC I, REMIC II and REMIC III, respectively, shall have the
following designations, initial principal amounts and Pass-Through
Rates:
Designation
|
Initial
Principal Amount
|
Pass-Through
Rate
|
|||||
I-A-1
|
$ |
62,690,000.00
|
(1)
|
||||
I-A-2
|
$ |
5,298,000.00
|
(1)
|
||||
II-A-1
|
$ |
100,606,000.00
|
(2)
|
||||
II-A-2
|
$ |
8,502,000.00
|
(2)
|
||||
III-A-1
|
$ |
185,188,000.00
|
(3)
|
||||
III-A-2
|
$ |
24,510,000.00
|
(3)
|
||||
III-X-1
|
(4) |
(5)
|
|||||
R-I
|
$ |
50.00
|
(6)
|
||||
R-II
|
$ |
50.00
|
(6)
|
||||
R-III
|
$ |
50.00
|
(6)
|
||||
B-1
|
$ |
6,027,000.00
|
(7)
|
||||
B-2
|
$ |
3,416,000.00
|
(7)
|
||||
B-3
|
$ |
1,407,000.00
|
(7)
|
||||
B-4
|
$ |
2,008,000.00
|
(7)
|
||||
B-5
|
$ |
1,407,000.00
|
(7)
|
||||
B-6
|
$ |
806,805.97
|
(7)
|
(1) The
Class I-A-1 Certificates and Class I-A-2 Certificates will bear interest at
a
variable Pass-Through Rate equal to the weighted average of the Net Rates of
the
Group I Mortgage Loans, weighted on the basis of the respective Scheduled
Principal Balances of each such Mortgage Loan as of the beginning of the Due
Period immediately preceding the related Distribution Date. For
federal income tax purposes the Class I-A-1 Certificates and Class I-A-2
Certificates will bear interest at a rate equivalent to the foregoing,
calculated using the weighted average of the Pass-Through Rates on REMIC II
Regular Interests I-A-1 and I-A-2, weighted on the basis of the Uncertificated
Principal Balances of each such REMIC II Regular Interest immediately preceding
the related Distribution Date, in place of the weighted average of the Net
Rates
of the Group I Mortgage Loans.
(2) The
Class II-A-1 Certificates and Class II-A-2 Certificates will bear interest
at a
variable Pass-Through Rate equal to the weighted average of the Net Rates of
the
Group II Mortgage Loans, weighted on the basis of the respective Scheduled
Principal Balances of each such Mortgage Loan as of the beginning of the Due
Period immediately preceding the related Distribution Date. For
federal income tax purposes the Class II-A-1 Certificates and Class II-A-2
Certificates will bear interest at a rate equivalent to the foregoing,
calculated using the weighted average of the Pass-Through Rates on REMIC II
Regular Interests II-A-1 and II-A-2, weighted on the basis of the Uncertificated
Principal Balances of each such REMIC II Regular Interest immediately preceding
the related Distribution Date, in place of the weighted average of the Net
Rates
of the Group II Mortgage Loans.
(3) On
or prior to the Distribution Date in July 2017, the Class III-A-1 Certificates
and Class III-A-2 Certificates will bear interest at a variable Pass-Through
Rate equal to the weighted average of the Net Rates of the Group III Mortgage
Loans, weighted on the basis of the respective Scheduled Principal Balances
of
each such Mortgage Loan as of the beginning of the Due Period immediately
preceding the related Distribution Date, minus 0.271% per annum. After the
Distribution Date in July 2017, the Class III-A-1 Certificates and Class III-A-2
Certificates will bear interest at a variable Pass-Through Rate equal to the
weighted average of the Net Rates of the Group III Mortgage Loans, weighted
on
the basis of the respective Scheduled Principal Balances of each such Mortgage
Loan as of the beginning of the Due Period immediately preceding the related
Distribution Date. During each such period, for federal income tax purposes
the
Class III-A-1 Certificates and Class III-A-2 Certificates will bear interest
at
a rate equivalent to the foregoing, calculated using the weighted average of
the
Pass-Through Rates on REMIC II Regular Interests III-A-1 and III-A-2, weighted
on the basis of the Uncertificated Principal Balances of each such REMIC II
Regular Interest immediately preceding the related Distribution Date, in place
of the weighted average of the Net Rates of the Group III Mortgage
Loans.
(4) As
described in the definition of Notional Amount herein.
(5) On
or prior to the Distribution Date in July 2017, the Class III-X-1 Certificates
will bear interest at a fixed Pass-Through Rate equal to 0.271% per annum on
a
notional balance equal to the aggregate Current Principal Amount of the Class
III-A-1 Certificates and Class III-A-2 Certificates. After the
Distribution Date in July 2017, the Class III-1X-1 Certificates will not bear
any interest. For federal income tax purposes, the Class III-X-1
Certificates will bear interest at a rate equivalent to the foregoing, expressed
as (i) for any Distribution Date in or prior to July 2017, the excess, if any,
of (x) the weighted average of the Pass-Through Rates on REMIC II Regular
Interests III-A-1 and III-A-2, weighted on the basis of the Uncertificated
Principal Balances of each such REMIC II Regular Interest immediately preceding
the related Distribution Date, over (y) the excess, if any, of (1) the weighted
average of the Pass-Through Rates on REMIC II Regular Interests III-A-1 and
III-A-2, weighted on the basis of the Uncertificated Principal Balances of
each
such REMIC II Regular Interest immediately preceding the related Distribution
Date, over (2) 0.271% per annum, and (ii) for any Distribution Date after July
2017, the excess, if any, of (A) the weighted average of the Pass-Through Rates
on REMIC II Regular Interests III-A-1 and III-A-2, weighted on the basis of
the
Uncertificated Principal Balances of each such REMIC II Regular Interest
immediately preceding the related Distribution Date, over (B) the weighted
average of the Pass-Through Rates on REMIC II Regular Interests III-A-1 and
III-A-2, weighted on the basis of the Uncertificated Principal Balances of
each
such REMIC II Regular Interest immediately preceding the related Distribution
Date.
(6)
The Class R-I, Class R-II and Class R-III Certificates
will not bear interest.
(7) The
Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates
will each bear interest at a variable Pass-Through Rate equal to the weighted
average of the weighted average of the Net Rates of the Mortgage Loans in Loan
Group I, Loan Group II and Loan Group III, weighted in proportion to
the results of subtracting from the aggregate Scheduled Principal Balance of
the
Mortgage Loans of each such Loan Group, the aggregate Current Principal Amount
of the related Class or Classes of Senior Certificates. For federal income
tax
purposes such Certificates will bear interest at a rate equivalent to the
foregoing, expressed as the weighted average of the Pass-Through Rates on REMIC
II Regular Interests X-0, X-0, X-0, X-0, B-5 and B-6, weighted on the basis
of
the Uncertificated Principal Balances of each such REMIC II Regular Interest
immediately preceding the related Distribution Date.
(e) 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, REMIC II
Regular Interests and the Certificates (other than the Class R
Certificates).
(f) 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.
(g) The
Certificates shall be substantially in the forms set forth in Exhibits X-0,
X-0
and A-3. 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 Corporate
Trust
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.
(h) 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, in the case of the Offered
Certificates (other than the Residual Certificates), $100,000 and in each case
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 Private 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 Private Certificate of
each Class may be issued in a different amount so that the sum of the
denominations of all outstanding Private Certificates of such Class shall equal
the Current Principal Amount of such Class on the Closing Date. The
Residual Certificates shall each be issued in certificated fully-registered
form, each, 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 Offered Certificates, the Certificate in the entire Current
Principal Amount of the respective Class and (ii) in the case of each Class
of
Private 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 clause (i) 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 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.
(i) 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.
(j) The
Closing Date is hereby designated as the “startup” day of each REMIC within the
meaning of Section 860G(a)(9) of the Code.
(k) 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.
(l) The
Trustee 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.
(m) 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 Private 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 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.
Section
5.02 Registration
of Transfer and Exchange of Certificates.
(a) The
Trustee shall maintain at its Corporate Trust Office a Certificate Register
in
which, subject to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided.
(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 Trustee 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, countersign and 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
or
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, the Trustee nor 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-1
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 an affidavit in the form attached hereto as Exhibit E-2 to
the
effect that it has no knowledge that the statements made by the proposed
transferee in any such Transferee 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 or a
United States Person, 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.
(b) 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.
(c) 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 Certificates.
(a) No
offer,
sale, transfer or other disposition (including pledge) of any 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 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
Private Certificates shall each bear a Securities Legend.
Section
5.07 ERISA
Restrictions.
(a) Subject
to the provisions of subsection (b), no Residual Certificates or Private
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 Master Servicer and the Trustee (upon which they may rely) which is
satisfactory to the Trustee, which opinion will not be at the expense of the
Depositor, the Master Servicer or the Trustee, 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 Private Certificates, a representation
or
certification to the Trustee (upon which the Trustee is 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 Class Exemption (“PTCE”) 84-14 (Class Exemption for Plan Asset
Transactions Determined by Independent Qualified Professional Asset Managers);
PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective
Investment Funds); PTCE 90-1 (Class Exemption for Certain Transactions Involving
Insurance Company Pooled Separate Accounts), PTCE 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 Private
Certificate, by acquisition of such Certificate, shall be deemed to have
represented to the Trustee that 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, XXXX 00-00, XXXX 00-00,
XXXX 00-0, XXXX 95-60 or PTCE 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” within the meaning of
Department of Labor Regulation Section 29 C.F.R. 2510.3-101, as modified by
Section 3(42) of ERISA, (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,
Moody’s, Fitch, Dominion Bond Rating Service Limited (known as DBRS Limited) or
Dominion Bond Rating Service, Inc. (know as DBRS, 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.
(d) Neither
the Master Servicer nor the Trustee will be required to monitor, determine
or
inquire as to compliance with the transfer restrictions with respect to the
Global Certificates. Any attempted or purported transfer of any Certificate
in
violation of the provisions of Subsections (a), (b) or (c) above 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 Global 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 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 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 (other than the Residual
Certificates) will be distributed monthly on each Distribution Date, commencing
in September 2007, in an amount equal to the related Available Funds on deposit
in the Distribution Account for such Distribution Date. In addition,
on the Distribution Date occurring in September 2007, the Class R-I Deposit
will
be distributed to the Holders of the Class R-I Certificates, the Class R-II
Deposit will be distributed to the Holders of the Class R-II Certificates and
the Class R-III Deposit will be distributed to the Holders of the Class R-III
Certificates. On each Distribution Date, the Available Funds on
deposit in the Distribution Account shall be distributed as
follows:
(i) With
respect to the Group I Certificates:
(A) on
each Distribution Date, the Group I Available Funds will be distributed to
the
Group I Senior Certificates as follows:
first,
to the Class I-A-1 Certificates and Class I-A-2 Certificates, on a pro rata
basis, the Accrued Certificate Interest on such Classes for such Distribution
Date. As described below, accrued interest on the Class I-A-1 Certificates
and
Class I-A-2 Certificates is subject to reduction in the event of certain Net
Interest Shortfalls allocable thereto;
second,
to the Class I-A-1 Certificates and Class I-A-2 Certificates, on a pro rata
basis, any Accrued Certificate Interest thereon remaining undistributed from
previous Distribution Dates, to the extent of remaining Group I Available Funds;
and
third,
to the Class I-A-1 Certificates and Class I-A-2 Certificates, on a pro rata
basis, in reduction of the Current Principal Amounts thereof, the Senior Optimal
Principal Amount for the Group I Senior Certificates for such Distribution
Date,
to the extent of remaining Group I Available Funds, until the Current Principal
Amounts of such Classes have been reduced to zero.
(B) on
each Distribution Date, the Group II Available Funds will be distributed to
the
Group II Senior Certificates as follows:
first,
to the Class II-A-1 Certificates and Class II-A-2 Certificates, on a pro rata
basis, the Accrued Certificate Interest on such Class for such Distribution
Date. As described below, accrued interest on the Class II-A-1 Certificates
and
Class II-A-2 Certificates is subject to reduction in the event of certain Net
Interest Shortfalls allocable thereto;
second,
to the Class II-A-1 Certificates and Class II-A-2 Certificates, on a pro rata
basis, any Accrued Certificate Interest thereon remaining undistributed from
previous Distribution Dates, to the extent of remaining Group II Available
Funds; and
third,
to the Class II-A-1 Certificates and Class II-A-2 Certificates, on a pro rata
basis, in reduction of the Current Principal Amounts thereof, the Senior Optimal
Principal Amount for the Group II Senior Certificates for such Distribution
Date, to the extent of remaining Group II Available Funds, until the Current
Principal Amounts of such Classes have been reduced to zero.
(C) on
each Distribution Date, the Group III Available Funds will be distributed to
the
Group III Senior Certificates as follows:
first,
to the Class III-A-1, Class III-A-2 and Class III-X-1 Certificates, on a pro
rata basis, the Accrued Certificate Interest on such Class for such Distribution
Date. As described below, accrued interest on the Class III-A-1, Class III-A-2
and Class III-X-1 Certificates is subject to reduction in the event of certain
Net Interest Shortfalls allocable thereto;
second,
to the Class III-A-1, Class III-A-2 and Class III-X-1 Certificates, on a pro
rata basis, any Accrued Certificate Interest thereon remaining undistributed
from previous Distribution Dates, to the extent of remaining Group III Available
Funds; and
third,
to the Class III-A-1 Certificates and Class III-A-2 Certificates on a pro rata
basis, in reduction of the Current Principal Amount thereof, the Group III
Senior Optimal Principal Amount for such Distribution Date to the extent of
remaining Group III Available Funds,
(C) Except
as provided in clauses (D) and (E) below, on each Distribution Date on or prior
to the Cross-Over Date, an amount equal to the sum of any remaining Group I
Available Funds, Group II Available Funds and Group III Available Funds after
the distributions in clauses (A) and (B) above will 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 remaining
Group
I Available Funds, Group II Available Funds and Group III Available
Funds.
(D) On
each Distribution Date prior to the Cross-Over Date but after the reduction
of
the Current Principal Amount of all of the Senior Certificates of a Certificate
Group to zero, the remaining Class or Classes of Senior Certificates in the
remaining Certificate Groups will be entitled to receive in reduction of their
Current Principal Amounts, pro rata based upon their Current Principal Amounts
immediately prior to such Distribution Date, in addition to any Principal
Prepayments related to such remaining Senior Certificates’ respective Loan Group
allocated to such Senior Certificates, 100% of the Principal Prepayments on
any
Mortgage Loan in the Loan Group relating to the Class or Classes of Senior
Certificates of the fully repaid Certificate Group; provided, however, that
if
(A) the weighted average of the Subordinate Percentages on such Distribution
Date equals or exceeds two times the initial weighted average of the Subordinate
Percentages and (B) 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 bankruptcy and 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%, then the additional allocation
of Principal Prepayments to the Senior Certificates in accordance with this
clause (D) will not be made and 100% of the Principal Prepayments on any
Mortgage Loan in the Loan Group relating to the fully repaid Class or Classes
of Senior Certificates will be allocated to the Subordinate
Certificates.
(E) If on
any Distribution Date on which the aggregate Current Principal Amount of the
Group I, Group II or Group III Senior Certificates would be greater than the
aggregate Scheduled Principal Balance of the Mortgage Loans in the related
Loan
Group and any Subordinate Certificates are still outstanding, in each case
after
giving effect to distributions to be made on such Distribution Date, (A) 100%
of
amounts otherwise allocable to the Subordinate Certificates in respect of
principal will be distributed to the Group I, Group II or Group III Senior
Certificates, as applicable, pro rata, based upon their Current Principal
Amounts immediately prior to such Distribution Date in reduction of the Current
Principal Amounts thereof, until the aggregate Current Principal Amount of
such
Class or Classes of Senior Certificates is an amount equal to the aggregate
Scheduled Principal Balance of the Mortgage Loans in the related Loan Group,
and
(B) the Accrued Certificate Interest otherwise allocable to the Subordinate
Certificates on such Distribution Date will be reduced, if necessary, and
distributed to such Class or Classes of Senior Certificates in an amount equal
to the Accrued Certificate Interest for such Distribution Date on the excess
of
(x) the aggregate Current Principal Amount of such Class or Classes of Senior
Certificates over (y) the aggregate Scheduled Principal Balance of the Mortgage
Loans in the related Loan Group. Any such reduction in the Accrued Certificate
Interest on the Subordinate Certificates will be allocated in reverse order
of
the Subordinate Certificates numerical designations, commencing with the Class
B-6 Certificates.
(F) If,
after distributions have been made pursuant to priorities first and
second of clauses (A) and (B) above on any Distribution Date,
the
remaining Group I, Group II or Group III Available Funds are less than the
Group
I, Group II and Group III Senior Optimal Principal Amounts, as applicable,
the
Senior Optimal Principal Amount for such Loan Group shall be reduced, and such
remaining Available Funds will be distributed on the related Senior
Certificates, on a pro rata basis, on the basis of such reduced
amount..
(G) On
each Distribution Date, any Available Funds remaining after payment of interest
and principal to the Classes of Certificates entitled thereto, as described
above, will be distributed to the Class R-I Certificates; provided that if
on
any Distribution Date there are any Group I, Group II and Group III 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
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-I
Certificates.
(b) For
any
Distribution Date, “pro rata” distributions among Classes of Certificates in
respect of Accrued Certificate Interest or unpaid Accrued Certificate Interest
will be made in proportion to the amount of Accrued Certificate Interest or
unpaid Accrued Certificate Interest, respectively, due on such Classes for
such
Distribution Date. For any Distribution Date, “pro rata”
distributions among Classes of Certificates in respect of principal will be
made
in proportion to the Current Principal Amount of such Classes immediately prior
to such Distribution Date.
(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
of such Certificate has been reduced to zero.
(d) If
on any
Distribution Date the Available Funds for the Senior Certificates in any
Certificate Group is less than the Accrued Certificate Interest on the related
Senior Certificates for such Distribution Date prior to reduction for related
Net Interest Shortfalls and the interest portion of related Realized Losses,
the
shortfall will be allocated among the holders of each Class of Senior
Certificates in such Certificate Group 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 related 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, except to the extent of applicable Compensating Interest
Payments.
(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.
Section
6.02 Allocation
of Losses.
(a) 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
related Servicer.
(b) With
respect to any Certificates on any Distribution Date, the principal portion
of
each Realized Loss on a Mortgage Loan shall be allocated as
follows:
first,
to the Class B-6 Certificates until the Current Principal Amount thereof has
been reduced to zero;
second,
to the Class B-5 Certificates until the Current Principal Amount thereof has
been reduced to zero;
third,
to the Class B-4 Certificates until the Current Principal Amount thereof has
been reduced to zero;
fourth,
to the Class B-3 Certificates until the Current Principal Amount thereof has
been reduced to zero;
fifth,
to the Class B-2 Certificates until the Current Principal Amount thereof has
been reduced to zero; and
sixth,
to the Class B-1 Certificates until the Current Principal Amount thereof has
been reduced to zero.
seventh,
thereafter, the principal portion of Realized Losses if such loss is to (a)
a
Group I Mortgage Loan, the loss will be allocated first to the Class I-A-2
Certificates until the Current Principal Amount thereof has been reduced to
zero, and then to the Class I-A-1 Certificates; (b) a Group II Mortgage Loan,
the loss will be allocated first, to the Class II-A-2 Certificates, until the
Current Principal Amount thereof has been reduced to zero, and then to the
Class
II-A-1 Certificates; and (c) a Group III Mortgage Loan, the loss will be
allocated first, to the III-A-2 Certificates until the Current Principal Amount
thereof has been reduced to zero, and then to the Class III-A-1
Certificates.
(c) Notwithstanding
the foregoing clause (b), no such allocation of any Realized Loss shall be
made
on a Distribution Date to any Class of Certificates to the extent that such
allocation would result in the reduction of the aggregate Current Principal
Amount of all the Certificates (other than the Class R 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 Limitation”).
(d) Any
Realized Losses allocated to a Class of Certificates shall be allocated among
the Certificates of such Class 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.
(e) 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.
(f) On
each
Distribution Date, the Trustee shall determine and notify the
Trustee of 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.
(g) Any
Net
Interest Shortfall will be allocated among the Classes of Certificates (other
than the Residual 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 in
the
manner described in the first sentence of this clause (g).
(h) 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 4.03. 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 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 this Section 6.02. The amount
of
any remaining Subsequent Recoveries will be applied to sequentially increase
the
Current Principal Amount of the Subordinate Certificates, beginning with the
Class of 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 this Section 6.02. 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
6.03 Payments.
(a) On
each
Distribution Date, other than the final Distribution Date, 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, based on information provided to the Trustee. 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
6.04 Statements
to Certificateholders.
(a) Concurrently
with each distribution to Certificateholders, Trustee shall make available
to
the parties hereto and each Certificateholder via the Trustee’s internet website
as set forth below, the following information, 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:
(i) the
Current Principal 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 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 Servicer included in such
distribution separately stated for each Loan Group;
(ix) the
aggregate amount of any Realized Losses (listed separately for each category
of
Realized Loss and for each Loan Group) during the related 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 related
Prepayment Period, (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) with
respect to each Loan Group, 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) in each Loan Group remaining
in the Trust Fund as of the end of the related Prepayment Period;
(xiii) information
for each Loan Group and in the aggregate regarding any Mortgage Loan
delinquencies as of the end of the related 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) for
each
Loan Group, 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) for
each
Loan Group, 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 related Due Period;
(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 in each Loan Group; 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 for each Loan Group;
(xix) the
aggregate amount withdrawn from the Group III Pre-Funding Account and the Group
III Interest Coverage Account pursuant to Section 4.06 and Section 4.07,
respectively, prior to a Distribution Date, the amount remaining on deposit
in
the Group III Pre-Funding Account (exclusive of investment income) and in the
Group III Interest Coverage Account (exclusive of investment income), following
such Distribution Date, and the amount withdrawn from the Group III Pre-Funding
Account and used to buy Group III Subsequent Mortgage Loans prior to such
Distribution Date; and
(xx) the
then
applicable Group I, Group II and Group III Senior Percentage, Group I, Group
II
and Group III Senior Prepayment Percentage, Group I, Group II and Group III
Subordinate Percentage and Group I, Group II and Group III 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 monthly
statement to Certificateholders via the Trustee’s website initially located at
“xxx.xxxxxxx.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, upon request,
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
6.05 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 Master Servicer for the benefit of the Certificateholders
funds constituting the remaining portion of such Advance, if applicable, and
(ii) to the Depositor, the Master Servicer, each Rating Agency and the Trustee
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 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 in accordance with Section 4.03. If the
Master Servicer was 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 master
servicer who will make such Advance, or the Trustee as successor master servicer
shall be required to remit the amount of such Advance to the Distribution
Account, unless the Trustee in its capacity as successor master servicer shall
have determined that such Advance is a Nonrecoverable Advance.
Section
6.06 Compensating
Interest Payments.
The
Master Servicer shall cause each Servicer under the related Servicing Agreement
to remit any required Compensating Interest Payments to the Distribution Account
on the Remittance 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, the Servicing Agreements, the Assignment Agreements 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 its duties hereunder or by reason of reckless disregard of its
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 Trustee shall have given the Master Servicer and the Depositor written
notice thereof promptly after a Responsible Officer of the Trustee shall have
with respect to such claim or legal action actual knowledge thereof. The Master
Servicer’s failure to receive any such notice shall not affect the Trustee’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) The
Depositor 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 Certificateholders 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 Custodians and any director, officer, employee or agent
of
the Master Servicer or the Custodians, 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 related
Custodian's failure to perform its duties under the related 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 related 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 Certificateholders 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 Distribution Account as provided by Section
4.05.
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 Subsection
3.01(a).
(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 any Servicers,
except as otherwise expressly provided herein.
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 upon a determination that
any
such duties hereunder are no longer permissible under applicable law and such
impermissibility cannot be cured. 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
EMC or 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, EMC or the Trustee may make
arrangements for the compensation of such successor master servicer out of
payments on the Mortgage Loans as EMC 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, the compensation
payable to a successor master servicer may not exceed the compensation which
the
Master Servicer would have been entitled to retain if the Master Servicer had
continued to act as Master Servicer hereunder.
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
$15,000,000 (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 Monthly 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) The
Master Servicer fails to observe or perform in any material respect any other
material covenants and agreements set forth in this Agreement to be performed
by
it, which covenants and agreements materially affect the rights of
Certificateholders, and such failure continues 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 Certificateholders), with a copy
to the Rating Agencies, and with the consent of EMC, 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 in its capacity as successor master
servicer 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 its capacity as successor master servicer (or such other
successor master servicer as may be appointed hereunder) in effecting the
termination of the Master Servicer’s rights and obligations hereunder,
including, without limitation, the transfer to the Trustee in its capacity
as
successor master servicer (or such other successor master servicer as may be
appointed hereunder) 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 in its capacity as successor master servicer (or such other
successor master servicer as may be appointed hereunder) to enable it to assume
the Master Servicer’s duties thereunder. 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. The Trustee shall
promptly notify the Trustee in writing of the occurrence of an Event of Default
under clauses (i) or (vi) above.
Notwithstanding
the foregoing, if an Event of Default described in clause (vi) of this Section
8.01 shall occur and the Trustee fails to make such Advance described in clause
(vi) of Section 8.01, 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 Certificateholder or to reimbursement of Monthly Advances and
other advances of its own funds, and the Trustee in its capacity as successor
master servicer (or such other successor master servicer as may be appointed
hereunder) 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 in its
capacity as successor master servicer (or such other successor master servicer
as may be appointed hereunder) 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 of 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;
provided, however, that the Trustee in its capacity as successor master servicer
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,
but
subject to Section 7.06, the Trustee in its capacity as successor master
servicer 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 $15,000,000, 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 in its capacity as successor master servicer
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 Trustee 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 Certificateholders 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 Certificateholders, 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 Certificateholders, 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 Certificateholders of record, for purposes
of
communicating with other Certificateholders with respect to their rights under
this Agreement, the Trustee will afford such Certificateholders access during
business hours to the most recent list of Certificateholders held by the
Trustee. The Depositor and the Certificateholders, by receiving and holding
a
Certificate, agree that the Trustee shall not be held accountable by reason
of
the disclosure of any such information as to the names and addresses of the
Certificateholders hereunder, regardless of the source from which such
information was derived.
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, and subject to Section 8.02(b) use the same degree
of
care and skill in its 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 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 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 its
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
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 Trust Fund, 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) Neither
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 Distribution Account, Group III Interest Coverage Account and the Group
III
Pre-Funding Account pursuant to this Agreement will be promptly so deposited
by
the Master Servicer and the Trustee.
(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,
a
Servicer or a Custodian 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 in its individual capacity 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 Trust Fund
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 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 Trustee 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 Trustee 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, other than
a
payment or transfer under Subsection 4.01(b) or Section 4.02, 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 Subsection 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 the Certificates) shall be taken as the
statements of the Depositor, and neither the Trustee, or the Custodians 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 Certificates) or of any Mortgage Loan except as expressly provided in
Sections 2.02 and 2.05 hereof; provided, however, that the foregoing shall
not
relieve the Trustee, or the Custodians on its behalf, of the obligation to
review the Mortgage Files pursuant to Sections 2.02 and 2.04. The signature
and
countersignature of the Trustee (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. Subject to the provisions of Section 2.05, 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
the
Trust Fund or its ability to generate 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 shall be entitled to the Trustee Fee and investment income on funds
in
the Distribution Account as compensation for its activities under this
Agreement. The fees and expenses of the Trustee shall be paid in accordance
with
a side letter agreement with the Trustee and at the expense of the Trustee.
In
addition, the Trustee will be entitled to recover from the Distribution Account
pursuant to Section 4.05(a)(ii) 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 with respect to their long-term rating
and rated “BBB” or higher by S&P 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.
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 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, 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 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 Trust Fund may at any time remove the Trustee and
appoint a successor Trustee 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, the Master Servicer and the Trustee (if the Trustee is 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 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 and file or cause to be filed with the Internal Revenue
Service, and the Trustee shall sign, federal tax information returns or
elections required to be made hereunder with respect to each REMIC, the 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 the Trustee shall deliver (or otherwise make available) 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 25% CPR). 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 and file, and the Trustee shall,
sign Internal Revenue Service Form 8811, which shall provide the name and
address of the person at the Trustee 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-I Certificate is hereby designated as the “Tax Matters Person” (within
the meaning of Treasury Regulation Section 1.860F-4(d)) for REMIC I, the Holder
of the Class R-II Certificate is hereby designated as the “Tax Matters Person”
for REMIC II, and the Holder of the Class R-III Certificate is hereby designated
as the “Tax Matters Person” for REMIC III. 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 its 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 and file or cause to be filed, and the Trustee shall
sign
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, or in
respect of, interest or original issue discount on the Mortgage Loans 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, or in respect of, interest or
original issue discount 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 agree 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 the Trust Fund, the Depositor or the Master Servicer, as a result
of
a breach of the Trustee’s covenants and the Trustee’s covenants, respectively,
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, based on the
REMIC to which the tax relates, 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
seventh, to the Senior 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 related Class R Certificates (and, if necessary, from the Holders
of the other relevant Certificates in the priority specified in the preceding
sentences), 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 and
third preceding
sentences. 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 10.02, the respective obligations and responsibilities of the
Depositor, the Master Servicer and the Trustee created hereby, other than the
obligation of the Trustee to make payments to Certificateholders as
hereinafter set forth shall terminate upon:
(i) the
repurchase by or at the direction of the Depositor or its designee
of all of the Mortgage Loans in such Loan Group and all related REO
Property remaining in the Trust 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 any such Mortgage Loan related
to
REO Property) as of the date of repurchase, net of the principal portion of
any
unreimbursed Monthly Advances on the Mortgage Loans 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; 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 related
or the disposition of all property acquired with respect to any related 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 related Certificateholders of all amounts required to be paid
to
them pursuant to this Agreement.
(b) In
no
event, however, shall the Trust created hereby continue beyond the earlier
of
(i) the related latest possible maturity date specified in Section 5.01(c)
and
(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 is conditioned upon (i) such
purchase occurring after the Distribution Date on which the aggregate Scheduled
Principal Balance of the related Mortgage Loans (including, in the case of
Loan
Group III, the Group III Subsequent Mortgage Loans) is less than 10% of the
sum
of the aggregate Scheduled Principal Balance of the Mortgage Loans
(plus the Group III Pre-Funded Amount, in the case of Loan Group III) as of
the
Cut-off Date, or (ii) the Depositor making a determination, based upon an
Opinion of Counsel addressed to the Depositor and the Trustee, that the REMIC
status of REMIC I, REMIC II or REMIC III 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, REMIC II or REMIC III 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 and in accordance with
Section 10.02.
(d) The
Trustee shall give notice of any termination to the Certificateholders, with
a
copy to the Master Servicer, the Trustee 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 Certificates will be made upon presentation and surrender of
the
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 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 Termination Purchase Price. Upon
presentation and surrender of the related Certificates by the related
Certificateholders, the Trustee shall distribute to such Certificateholders
as
directed by the Trustee in writing an amount determined as follows: with respect
to each Certificate (other than the Class R Certificates), the outstanding
Current Principal Amount, plus with respect to each Certificate (other than
the
Class R Certificates), one month’s interest thereon at the applicable
Pass-Through Rate; and with respect to the related Class R Certificates, the
percentage interest evidenced thereby multiplied by the difference, if any,
between the above described repurchase price for the related Loan Group and
the
aggregate amount to be distributed to the Holders of the related Certificates
(other than the Class R Certificates). If the proceeds with respect to the
Mortgage Loans of a Loan Group are not sufficient to pay all of the related
Senior Certificates of the related Certificate Group in full, any such
deficiency shall be allocated first, to the related Subordinate Certificates,
in
inverse order of their numerical designation and then to the related Senior
Certificates of the related Certificate Group on a pro rata basis. Upon deposit
of the Termination Purchase Price and following such final Distribution Date,
the Trustee or the related Custodian, on its behalf, shall release promptly
to
the Depositor and/or its designee the related Mortgage Files for the remaining
related 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 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) Upon
the
presentation and surrender of the Certificates, the Trustee shall distribute
to
the remaining Certificateholders, pursuant to the written direction of the
Trustee and in accordance with their respective interests, all distributable
amounts remaining in the Distribution Account. Upon deposit by the Master
Servicer of such distributable amounts, and following such final Distribution
Date, the Trustee shall release promptly to the Depositor or its designee the
Mortgage Files for the remaining Mortgage Loans, and the Distribution Account
shall terminate, subject to the Trustee’s obligation to hold any amounts payable
to the 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 Certificates shall have been surrendered for
cancellation, the Trustee may take appropriate steps, or appoint any agent
to
take appropriate steps, to contact the 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 Additional
Termination Requirements.
(a) If
the
option of the Depositor to repurchase all of the Mortgage Loans 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 10.02 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) within
90
days prior to the final Distribution Date, at the written direction of the
Depositor, the Trustee, as agent for the respective Tax Matters Persons, shall
adopt a plan of complete liquidation of each related REMIC provided to it by
the
Depositor and shall satisfy all of the requirements of a “qualified liquidation”
under Section 860F of the Code and any regulations thereunder, as evidenced
by
an Opinion of Counsel obtained at the expense of such Holder; and
(ii) the
Depositor shall notify the Trustee at the commencement of such 90-day
liquidation period and, at or prior to the time of making of the final payment
on the Certificates, the Trustee shall sell or otherwise dispose of all of
the
related remaining assets of the Trust Fund in accordance with the terms
hereof.
(b) By
their
acceptance of the Residual Certificates, the Holders thereof hereby (i) agree
to
adopt such a plan of complete liquidation of the related REMIC upon the written
request of the Depositor, and to take such action in connection therewith as
may
be reasonably requested by the Depositor, and (ii) appoint the Depositor as
their attorney-in-fact, with full power of substitution, for purposes of
adopting such a plan of complete liquidation. The Trustee shall adopt such
plan
of liquidation by filing the appropriate statement on the final tax return
of
each REMIC. Upon complete liquidation or final distribution of all of the assets
of the Trust Fund, the Trust Fund and each REMIC shall terminate.
ARTICLE
XI
[RESERVED]
ARTICLE
XII
MISCELLANEOUS
PROVISIONS
Section
12.01 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
12.02 Amendment.
(a) This
Agreement may be amended from time to time by the Depositor, the Master Servicer
and the Trustee, without notice to or the consent of any of the
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 provisions to reflect the obligations of the parties to this
agreement as they relate to Regulation AB to change the manner in which the
Distribution Account or any Protected account is maintained or to make such
other provisions with respect to matters or questions arising under this
Agreement shall not be inconsistent with any other provisions of this Agreement
if such action shall not, as evidenced by an Opinion of Independent Counsel,
addressed to the Trustee adversely affect in any material respect the interests
of any Certificateholder provided that, any such amendment shall be deemed
not
to adversely affect in any material respect the interests of the
Certificateholders and no such Opinion of Counsel shall be required if the
Person requesting such amendment obtains a letter from each Rating Agency
stating that such amendment would not result in the downgrading or withdrawal
of
the respective ratings then assigned to the Certificates or if the purpose
of
such amendment is to conform to the language in the Prospectus
Supplement.
Notwithstanding
the foregoing, without the consent of the Certificateholders, the parties
hereto
may at any time and from time to time amend this Agreement to modify, eliminate
or add to any of its provisions to such extent as shall be necessary or
appropriate to maintain the qualification of the Trust Fund as REMIC I,
REMIC II
and REMIC III for federal income tax purposes or to avoid or minimize the
risk
of the imposition of any tax on REMIC I, REMIC II or REMIC III pursuant
to the
Code that would be a claim against any such REMIC at any time prior to
the final
redemption of the Certificates, provided that the Trustee has been provided
an
Opinion of Counsel addressed to the Trustee, which opinion shall be an
expense
of the party requesting such opinion but in any case shall not be an expense
of
the Trustee or the Trust Fund, to the effect that such action is necessary
or
appropriate to maintain such qualification or to avoid or minimize the
risk of
the imposition of such a tax. Notwithstanding the foregoing, no amendment
under
this paragraph (a) shall cause any REMIC to fail to qualify as a REMIC
for
federal income tax purposes, as evidenced by an Opinion of Independent
Counsel
addressed to the Trustee which shall be provided to the Trustee other than
at
the Trustee’s expense.
(b) This
Agreement may also be amended from time to time by the Master Servicer, the
Depositor and the Trustee, with the consent of the Holders of Certificates
evidencing Fractional Undivided Interests aggregating not less than 51% of
the
Trust Fund or 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 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 REMIC to fail
to qualify as a REMIC for federal income tax purposes, as evidenced by an
Opinion of Independent 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 the giving or withholding of
consents pursuant to this Section 12.02(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 Certificateholder, with a copy to the Rating Agencies and the
Custodians.
(d) In
the
case of an amendment under Subsection 12.02(b) above, it shall not be necessary
for the Certificateholders to approve the particular form of such an amendment.
Rather, it shall be sufficient if the Certificateholders approve the substance
of the amendment. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject
to
such reasonable regulations as the Trustee may prescribe.
(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 and that all conditions precedent to such amendment have been
satisfied. The Trustee may, but shall not be obligated to, enter into any such
amendment which affects the Trustee’s or the Trustee’s own respective rights,
duties or immunities under this Agreement.
Section
12.03 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
12.04 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 12.04, each and
every Certificateholder and the Trustee shall be entitled to such relief as
can
be given either at law or in equity.
Section
12.05 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
12.05.
(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 12.02(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
12.06 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
12.07 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, EMC Mortgage Corporation,
0000 Xxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxx 00000 (Facsimile: (469-759-4714),
attention: President or General Counsel, (iii) in the case of the Master
Servicer, EMC Mortgage Corporation, 0000 Xxxx Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxx
00000 (Facsimile: (000) 000-0000), attention: Xxxxxxxx Xxxxx or such other
address as may be hereafter furnished to the other parties hereto by the Master
Servicer in writing; or (iv) in the case of the Rating Agencies, Fitch, Inc.,
Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, XX 00000 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 hereafter be furnished to the other parties hereto
in writing. 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
12.08 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
12.09 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
12.10 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
12.11 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
12.12 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 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/ Xxxxxx X. Xxxxxxxxx | ||||||||||||
Name:
Xxxxxx X. Xxxxxxxxx
|
|||||||||||||
Title:
Vice President
|
|||||||||||||
XXXXX
FARGO BANK, N.A., as Trustee
|
|||||||||||||
By:
|
/s/ Xxxxxxxx X. Xxxxxx | ||||||||||||
Name:Xxxxxxxx
X. Xxxxxx
|
|||||||||||||
Title:
Assistant Vice President
|
|||||||||||||
EMC
MORTGAGE CORPORATION,
as
Master Servicer and Seller
|
|||||||||||||
By:
|
/s/ Xxxxxx Xxxxx | ||||||||||||
Name:
Xxxxxx Xxxxx
|
|||||||||||||
Title:
Executive 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
31st day of August 2007 before me, a notary public in and for said State,
personally appeared ___________________________, known to me to be a Vice
President 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 MARYLAND
|
)
|
) ss.: |
COUNTY OF XXXXXX | ) |
On
the
31st day of August 2007 before me, a notary public in and for said State,
personally appeared ________________________, known to me to be a Vice President
of Xxxxx Fargo Bank, N.A., 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
31st day of August 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
31st day of August 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]
EXHIBIT
A-1
FORM
OF CLASS A CERTIFICATES AND CLASS X CERTIFICATES
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
[FOR
THE CLASS [_-A-_] CERTIFICATES] [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
|
[Variable]
[Pass-Through Rate:%]
|
Class
[_-A-_] [III-X-1] Senior
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date: August 1, 2007
|
Aggregate
Initial [Current Principal] [Notional] Amount of this Senior Certificate
as of the Cut-off Date: $[_____________]
|
First
Distribution Date:
September
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:
August
25, 2047
|
|
BEAR
XXXXXXX ARM TRUST 2007-5
MORTGAGE
PASS-THROUGH CERTIFICATE
SERIES
2007-5
evidencing
a fractional undivided interest in the distributions allocable to the Class
[_-[A]-_] [III-X-1] Certificates with respect to a Trust Fund consisting
primarily of a pool of adjustable 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 trust (the “Trust Fund”)
primarily consisting of adjustable 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 Master Servicer and seller, and Xxxxx Fargo
Bank, N.A., 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]
[Notional] Amount hereof at a per annum rate equal to the Pass-Through Rate
as
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] [Notional] Amount of
this
Class of Certificates will be reduced to zero. [For the Class X
Certificates: [The Class III-X-1 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. [For the
Class A Certificates: [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”), issued in sixteen Classes. 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 Trust Fund (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 related 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 as set forth in the Agreement. 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
expiration of 21 years after the death of certain persons identified in the
Agreement and (ii) the “latest possible maturity date” for the Certificates
(other than the Class R Certificates) specified in Section 5.01(d) of 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:
August 31, 2007
|
XXXXX
FARGO BANK, N.A.
Not
in its individual capacity but solely as Trustee
|
||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class [_-A-_] [III-X-1] Certificates referred to in the
within-mentioned Agreement.
XXXXX
FARGO BANK, N.A.
Authorized
signatory of Xxxxx Fargo Bank N.A., 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 Trustee 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:
funds
to
|
|||||||
for
the account of
|
|||||||
account
number
|
or,
if mailed by check, to
|
||||||
Applicable
statements should be mailed to
|
|||||||
This
information is provided
by
|
|||||||
assignee
named above, or
|
|||||||
its
agent.
|
EXHIBIT
A-2
FORM
OF CLASS B CERTIFICATES
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
[AND]
[THE CLASS B-1 CERTIFICATES][,] [AND] [THE CLASS B-2 CERTIFICATES][,] [AND]
[THE
CLASS B-3 CERTIFICATES][,] [AND] [THE CLASS B-4 CERTIFICATES][,] [AND] [THE
CLASS B-5 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED
BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(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.
[FOR
CLASS B-1, CLASS B-2 AND CLASS B-3] [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, 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
CLASS B-1, CLASS B-2 AND CLASS B-3] [EACH BENEFICIAL OWNER OF THIS CERTIFICATE
OR ANY INTEREST HEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET
FORTH IN SECTION 5.07 OF THE AGREEMENT.]
[FOR
CLASS B-4, CLASS B-5 AND CLASS B-6] [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
CLASS B-4, CLASS B-5 AND CLASS B-6] [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 TRUSTEE, 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:
August
1, 2007
|
Aggregate
Initial Current Principal Amount of this Subordinate Certificate
as of the
Cut-off Date: $[_________]
|
First
Distribution Date:
September
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:
August
25, 2047
|
|
BEAR
XXXXXXX ARM TRUST 2007-5
MORTGAGE
PASS-THROUGH CERTIFICATE
SERIES
2007-5
evidencing
a fractional undivided interest in the distributions allocable to the Class
B-[_] Certificates with respect to a Trust Fund consisting primarily of a pool
of adjustable 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.][ 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 trust (the “Trust Fund”) primarily consisting of adjustable
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 Master Servicer and seller, and Xxxxx Fargo Bank, N.A., 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 as 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.
[For
Class B-4, Class B-5 and Class B-6] [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 not 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, 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 this Certificate as shall be set forth in such
Opinion of Counsel.]
[For
Class B-1, Class B-2 and Class B-3] [Each beneficial owner of this Certificate
or any interest herein shall be deemed to have made the representations set
forth in Section 5.07 of the Agreement.]
[For
Class B-4, Class B-5 and Class B-6] [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”), issued
in sixteen Classes. 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 Trust Fund (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. 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 expiration of 21 years after the death
of
certain persons identified in the Agreement and (ii) the “latest possible
maturity date” for the Certificates (other than the Class R Certificates)
specified in Section 5.01(d) of 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:
August 31, 2007
|
XXXXX
FARGO BANK, N.A.
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.
XXXXX
FARGO BANK, N.A.
Authorized
signatory of Xxxxx Fargo Bank, N.A., 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 Trustee 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
|
|||||||
assignee
named above, or
|
|||||||
its
agent.
|
EXHIBIT
A-3
FORM
OF CLASS R CERTIFICATES
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 IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(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, OR SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE PROPOSED
TRANSFEREE PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL FOR THE BENEFIT
OF
THE DEPOSITOR, THE TRUSTEE AND THE MASTER SERVICER AND ON WHICH THEY MAY RELY
(WHICH SHALL NOT BE AT THE EXPENSE OF THE TRUSTEE) 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 OBLIGATIONS ON THE PART OF THE SELLER, THE
MASTER SERVICER, ANY 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 DEPOSITOR AND
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 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) SUCH TRANSFEREE IS A UNITED
STATES PERSON UNDER SECTION 7701 OF THE CODE, (3) NO PURPOSE OF SUCH TRANSFER
IS
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (4) SUCH TRANSFEREE SATISFIES
CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON 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
|
|
Class
R-[_]
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
August
1, 2007
|
Aggregate
Initial Current Principal Amount of this Certificate as of the Cut-off
Date:
$[___________]
|
First
Distribution Date:
September
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:
August
25, 2047
|
|
BEAR
XXXXXXX ARM TRUST 2007-5
MORTGAGE
PASS-THROUGH CERTIFICATE
SERIES
2007-5
evidencing
a fractional undivided interest in the distributions allocable to the Class
R-[_] Certificates with respect to a Trust Fund consisting primarily of a pool
of adjustable 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 trust (the
“Trust Fund”) primarily consisting of adjustable 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 Master
Servicer and seller, and Xxxxx Fargo Bank, N.A., 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,
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 the
Depositor 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, or Section
4975 of the Internal Revenue Code of 1986, as amended, unless the proposed
transferee provides the Trustee with an opinion of counsel for the benefit
of
the Depositor, Master Servicer and the Trustee and on which they may rely (which
shall not be at the expense of the Trustee) 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 obligations on the part of the Seller, the
Master Servicer, any 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”), issued in
sixteen Classes. 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 Trust Fund (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 expiration of 21 years after the death
of
certain persons identified in the Agreement and (ii) the “latest possible
maturity date” for the Certificates (other than the Class R Certificates)
specified in Section 5.01(d) of 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:
August 31, 2007
|
XXXXX
FARGO BANK, N.A.
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.
XXXXX
FARGO BANK, N.A.
Authorized
signatory of Xxxxx Fargo Bank, N.A., 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 Trustee 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
|
|||||||
assignee
named above, or
|
|||||||
its
agent.
|
EXHIBIT
B
MORTGAGE
LOAN SCHEDULE
LOAN_SEQ PREFUND_GROUP MAIN_GROUP1 GROUPS ORIGINATOR SERVICER_NAME CITY1 ZIP_CODE STATE ISSUE_DATE NOTE_DATE1 FIRST_PAY_DATE STATED_MAT -------- ------------- ----------- ------ ---------- ------------- ----- -------- ----- ---------- ---------- -------------- ---------- 1 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE WEST HILLS 91307 CA 20070801 20070731 20070901 20370801 2 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE VENTURA 93004 CA 20070901 20070803 20071001 20370901 3 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE THOUSAND OAKS 91362 CA 20070901 20070802 20071001 20370901 4 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE ASHBURN 20148 VA 20070801 20070712 20070901 20370801 5 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE PALO ALTO 94306 CA 20070601 20070524 20070701 20370601 6 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE FREMONT 94538 CA 20070701 20070607 20070801 20370701 7 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SANTA XXX 92706 CA 20070701 20070608 20070801 20370701 8 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE BRENTWOOD 94513 CA 20070701 20070607 20070801 20370701 9 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE BURSON 95225 CA 20070701 20070601 20070801 20370701 10 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE PLAYA DEL REY 90293 CA 20070701 20070614 20070801 20370701 11 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SAN XXXX 95125 CA 20070601 20070514 20070701 20370601 12 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE SAN DIEGO 92114 CA 20070501 20070424 20070601 20370501 13 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXX XXXXX XX 00000 XX 20070501 20070423 20070601 20370501 14 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE ARCADIA 91006 CA 20070501 20070417 20070601 20370501 15 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE CORONA 92883 CA 20070601 20070427 20070701 20370601 16 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE GLENDALE 91208 CA 20070601 20070511 20070701 20370601 17 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE ROSEVILLE 95747 CA 20070601 20070518 20070701 20370601 18 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE CHINO HILLS 91709 CA 20070601 20070524 20070701 20370601 19 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE CARLSBAD 92009 CA 20070601 20070525 20070701 20370601 20 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE FALLBROOK 92028 CA 20070601 20070518 20070701 20370601 00 Xxx-Xxxxxxx XX. XX X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXX 00000 CA 20070601 20070525 20070701 20370601 22 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SEDONA 86351 AZ 20070901 20070731 20071001 20370901 23 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE NORWALK 90650 CA 20070701 20070625 20070801 20370701 24 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE WOODBRIDGE 22192 VA 20070801 20070724 20070901 20370801 25 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE OXNARD 93030 CA 20070901 20070801 20071001 20370901 26 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE TUCSON 85745 AZ 20070801 20070709 20070901 20370801 27 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE ANAHEIM 92804 CA 20070801 20070725 20070901 20370801 28 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE XXXXX XXXXX 92887 CA 20070701 20070621 20070801 20370701 29 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE CANYON COUNTRY 91387 CA 20070801 20070725 20070901 20370801 30 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SCOTTSDALE 85259 AZ 20070701 20070625 20070801 20370701 31 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE TEMECULA 92592 CA 20070601 20070518 20070701 20370601 32 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LAS VEGAS 89117 NV 20070701 20070611 20070801 20370701 33 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE XXXXXXX 21619 MD 20070801 20070705 20070901 20370801 34 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE GREEN OAKS 60048 IL 20070801 20070717 20070901 20370801 35 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LINCOLN 95648 CA 20070701 20070612 20070801 20370701 36 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE FRESNO 93730 CA 20070801 20070702 20070901 20370801 37 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LAS VEGAS 89135 NV 20070801 20070727 20070901 20370801 38 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE XXXXXX 90240 CA 20070801 20070726 20070901 20370801 39 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SAN CLEMENTE 92673 CA 20070801 20070716 20070901 20370801 40 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LAKE FOREST 92630 CA 20070801 20070724 20070901 20370801 41 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE NORWALK 90650 CA 20070801 20070724 20070901 20370801 42 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE XXXXXXXX 8690 NJ 20070801 20070717 20070901 20370801 43 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE FREMONT 94538 CA 20070801 20070726 20070901 20370801 44 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE CARBONDALE 81623 CO 20070801 20070726 20070901 20370801 45 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE GOLDEN 80401 CO 20070701 20070625 20070801 20370701 46 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LOS ANGELES 91343 CA 20070601 20070604 20070701 20370601 47 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LOS ANGELES 91607 CA 20070701 20070626 20070801 20370701 48 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE NAPLES 34113 FL 20070801 20070719 20070901 20370801 49 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LORTON 22079 VA 20070701 20070629 20070801 20370701 50 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE DANBURY 6811 CT 20070801 20070724 20070901 20370801 51 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE XXXXXX 90241 CA 20070801 20070717 20070901 20370801 52 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE MOUNT LAUREL 8054 NJ 20070801 20070720 20070901 20370801 53 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SAINT HELENA 94574 CA 20070801 20070710 20070901 20370801 54 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE ORANGE 92867 CA 20070801 20070705 20070901 20370801 55 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE PASADENA 91106 CA 20070801 20070724 20070901 20370801 56 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE BIG SKY 59716 MT 20070901 20070730 20071001 20370901 00 Xxx-Xxxxxxx XX. XX X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXX 00000 CA 20070401 20070322 20070501 20370401 58 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SIMI VALLEY 93063 CA 20070601 20070518 20070701 20370601 59 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE CORONA 92880 CA 20070601 20070517 20070701 20370601 60 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE XXXXXXXX 85249 AZ 20070701 20070608 20070801 20370701 61 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE XXXXXXXXXX XXXXX 00000 CA 20070801 20070710 20070901 20370801 62 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SANTA CLARITA 91355 CA 20070801 20070726 20070901 20370801 63 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE ROCKLIN 95677 CA 20070801 20070709 20070901 20370801 64 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SANTA XXXXXXX 93101 CA 20070801 20070719 20070901 20370801 00 Xxxxxxx XX. XX X00 XXXXXXXXXXX XXXXXXXXXXX XXXXX XXXXX 00000 CA 20070801 20070710 20070901 20370801 66 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE ROSAMOND 93560 CA 20070601 20060407 20070701 20370601 67 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE KAILUA KONA 96740 HI 20070801 20070711 20070901 20370801 68 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE PHOENIX 85016 AZ 20070801 20070718 20070901 20370801 69 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LOS ANGELES 90049 CA 20070801 20070710 20070901 20370801 70 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE FRANKLIN 37064 TN 20070801 20070731 20070901 20370801 71 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE HAYDEN LAKE 83835 ID 20070701 20060726 20070801 20370701 72 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE DENVER 80207 CO 20070601 20061109 20070701 20370601 73 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE MILPITAS 95035 CA 20070801 20070712 20070901 20370801 74 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE TRABUCO CANYON 92678 CA 20070801 20070712 20070901 20370801 75 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LOS ANGELES 90042 CA 20070801 20070726 20070901 20370801 76 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LAWNDALE 90260 CA 20070801 20070718 20070901 20370801 77 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SAN XXXX 95148 CA 20070801 20070716 20070901 20370801 78 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE OCEANSIDE 92057 CA 20070801 20070725 20070901 20370801 79 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE XXXX XXXXXXXXXX 00000 FL 20070801 20070711 20070901 20370801 80 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE XXXXXXXXX RANCH 91381 CA 20070701 20070626 20070801 20370701 81 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE ELK GROVE 95757 CA 20070801 20070710 20070901 20370801 82 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE XXXX ELLYN 60137 IL 20070801 20070730 20070901 20370801 83 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SAN XXXX 95132 CA 20070801 20070727 20070901 20370801 84 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LONG BEACH TOWNSHIP 8008 NJ 20070801 20070720 20070901 20370801 85 Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXX XXXX 00000 NY 20070901 20070802 20071001 20370901 86 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE CHULA VISTA 91915 CA 20070801 20070712 20070901 20370801 00 Xxxxxxx XX. XX X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXXXX 00000 CA 20070801 20070727 20070901 20370801 88 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE CITY OF PERRIS 92571 CA 20070601 20070518 20070701 20370601 89 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE WOODBRIDGE 22191 VA 20070801 20070717 20070901 20370801 90 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SAN DIEGO 92107 CA 20070701 20070601 20070801 20370701 91 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE XXXXXX CITY 90230 CA 20070801 20070709 20070901 20370801 92 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE COSTA MESA 92627 CA 20070601 20070524 20070701 20370601 93 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LAGUNA BEACH 92651 CA 20070801 20070714 20070901 20370801 94 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE FOLSOM 95630 CA 20070801 20070718 20070901 20370801 95 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE FOLSOM 95630 CA 20070801 20070713 20070901 20370801 96 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LAKE FOREST 92630 CA 20070801 20070712 20070901 20370801 97 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE FULLERTON 92833 CA 20070801 20070726 20070901 20370801 98 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE STUDIO CITY 91602 CA 20070801 20070717 20070901 20370801 99 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE MARLBORO TOWNSHIP 7746 NJ 20070801 20070724 20070901 20370801 100 Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXXXXX XXXX 00000 GA 20070901 20070802 20071001 20370901 101 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE FALLBROOK 92028 CA 20070701 20070611 20070801 20370701 102 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE GREAT FALLS 22066 VA 20070701 20070629 20070801 20370701 103 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE ROSEVILLE 95747 CA 20070701 20070613 20070801 20370701 104 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE XXXXX XXXX 20769 MD 20070801 20070706 20070901 20370801 105 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXXX 00000 XX 20070801 20070711 20070901 20370801 106 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE HOMEWOOD 60430 IL 20070801 20070724 20070901 20370801 107 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SOUTH JORDAN 84095 UT 20070801 20070710 20070901 20370801 108 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE FAIRFAX 22032 VA 20070801 20070713 20070901 20370801 109 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE LADERA RANCH 92694 CA 20070801 20070712 20070901 20370801 110 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE BIG BEAR LAKE 92315 CA 20070801 20070712 20070901 20370801 111 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE XXXXXXX XXXX 00000 CA 20070801 20070716 20070901 20370801 112 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE MILFORD 48381 MI 20070801 20070716 20070901 20370801 113 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE WATSONVILLE 95076 CA 20070801 20070716 20070901 20370801 114 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE MIRAMAR 33027 FL 20070801 20070720 20070901 20370801 115 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE LEMONT 60439 IL 20070801 20070724 20070901 20370801 116 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE VACAVILLE 95688 CA 20070701 20070619 20070801 20370701 117 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE XXXX POINT 92629 CA 20070801 20070706 20070901 20370801 118 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE CLAREMONT 91711 CA 20070801 20070709 20070901 20370801 119 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE COLLEYVILLE 76034 TX 20070801 20070713 20070901 20370801 120 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXXX XXXXX 00000 CA 20070801 20070720 20070901 20370801 121 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SAN MARCOS 92078 CA 20070801 20070628 20070901 20370801 122 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SAMMAMISH 98075 WA 20070801 20070712 20070901 20370801 123 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SAN DIEGO 92131 CA 20070801 20070711 20070901 20370801 124 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE ATLANTA 30317 GA 20070701 20070628 20070801 20370701 125 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE BETHLEHEM 18020 PA 20070801 20070713 20070901 20370801 126 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SAN XXXX 95136 CA 20070801 20070716 20070901 20370801 127 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE XXXXXXXX 00000 XX 20070801 20070723 20070901 20370801 128 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SAN DIEGO 92109 CA 20070701 20070622 20070801 20370701 129 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SANTA XXX 92701 CA 20070801 20070718 20070901 20370801 130 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE FULLERTON 92835 CA 20070801 20070705 20070901 20370801 131 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SAN XXXXX 94583 CA 20070801 20070701 20070901 20370801 132 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE NAMPA 83687 ID 20070701 20070628 20070801 20370701 133 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE OAKLEY 94561 CA 20070701 20070611 20070801 20370701 134 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE BREA 92821 CA 20070701 20070620 20070801 20370701 135 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXXX XXXXX 00000 CA 20070801 20070706 20070901 20370801 136 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE CHICAGO 60615 IL 20070801 20070727 20070901 20370801 137 Non-Prefund GI. SS G02 COUNTRYWIDE XXXXXXXXXXX XXXXXXXX XXXXXXX 00000 CO 20070801 20070706 20070901 20370801 138 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SAMMAMISH 98074 WA 20070701 20070702 20070801 20370701 139 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE WELLESLEY 2481 MA 20070701 20070706 20070801 20370701 140 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE DRAPER 84020 UT 20070801 20070727 20070901 20370801 141 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SANTA CLARITA 91350 CA 20070701 20070706 20070801 20370701 142 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE CORONA 92879 CA 20070701 20070611 20070801 20370701 143 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SANTA XXXXXXX 93101 CA 20070701 20070620 20070801 20370701 144 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SUNNYVALE 94086 CA 20070801 20070725 20070901 20370801 145 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE FREMONT 94538 CA 20070801 20070705 20070901 20370801 146 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SAN LEANDRO 94578 CA 20070801 20070702 20070901 20370801 147 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE MANALAPAN 7726 NJ 20070701 20070620 20070801 20370701 148 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXX XXXX XXXXX 00000 FL 20070801 20070712 20070901 20370801 149 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE FAIRFIELD 6824 CT 20070701 20070628 20070801 20370701 150 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE XXXX ELLYN 60137 IL 20070801 20070727 20070901 20370801 151 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE EUGENE 97404 OR 20070801 20070711 20070901 20370801 152 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE IRVINE 92603 CA 20070801 20070702 20070901 20370801 153 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE CHARLESTOWN 2129 MA 20070701 20070627 20070801 20370701 000 Xxx-Xxxxxxx XX. XX X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXX 00000 FL 20070801 20070710 20070901 20370801 155 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE BOISE 83703 ID 20070801 20070709 20070901 20370801 156 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE INDIAN ROCKS BEACH 33785 FL 20070801 20070726 20070901 20370801 157 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE NEWARK 94560 CA 20070801 20070629 20070901 20370801 158 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE HERNDON 20171 VA 20070701 20070703 20070801 20370701 159 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE NAPA 94558 CA 20070801 20070716 20070901 20370801 160 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE XXXXXXX OAKS 91403 CA 20070901 20070724 20071001 20370901 161 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE BIG BEAR CITY 92314 CA 20070801 20070703 20070901 20370801 162 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE PENRYN 95663 CA 20070801 20070711 20070901 20370801 163 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE PORTLAND 97221 OR 20070801 20070726 20070901 20370801 164 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE SACRAMENTO 95833 CA 20070501 20070423 20070601 20370501 165 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE XXXXXXXXX 95363 CA 20070401 20070327 20070501 20370401 166 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE INGLEWOOD 90305 CA 20070601 20070601 20070701 20370601 167 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE CALABASAS 91302 CA 20070401 20070316 20070501 20370401 168 Non-Prefund GI. SS G01 BSRM EMCMORTGAGE Chatham 7928 NJ 20070801 20070716 20070901 20370801 169 Non-Prefund GI. SS G01 BSRM EMCMORTGAGE Sparks 89436 NV 20070801 20070711 20070901 20370801 170 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE STUDIO CITY 91604 CA 20070901 20070809 20071001 20370901 171 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE PAUMA VALLEY 92061 CA 20070801 20070709 20070901 20370801 172 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE ORLANDO 32819 FL 20070701 20050822 20070801 20370701 173 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE DANBURY 6811 CT 20070701 20070126 20070801 20370701 174 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LEWISVILLE 75056 TX 20070801 20070725 20070901 20370801 175 Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXXX 00000 XX 20070701 20070625 20070801 20370701 176 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SANTA XXXX VALLEY 93012 CA 20070901 20070802 20071001 20370901 177 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE WEST HILLS 91307 CA 20070801 20070726 20070901 20370801 178 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE CHULA VISTA 91914 CA 20070901 20070808 20071001 20370901 179 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE VENTURA 93003 CA 20070801 20070709 20070901 20370801 180 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SAN XXXXXX 94070 CA 20070801 20070712 20070901 20370801 181 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE AUSTIN 78735 TX 20070901 20070811 20071001 20370901 182 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LAKE ARROWHEAD 92352 CA 20070901 20070808 20071001 20370901 183 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE ALTADENA 91001 CA 20070701 20070612 20070801 20470701 184 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE GLENDALE 91206 CA 20070801 20070716 20070901 20370801 185 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE MARGATE 8402 NJ 20070801 20070706 20070901 20370801 186 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE ALPHARETTA 30004 GA 20070901 20070814 20071001 20370901 187 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE CAMINO 95709 CA 20070701 20070605 20070801 20370701 188 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE FALLBROOK 92028 CA 20070801 20070718 20070901 20370801 189 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE STEAMBOAT SPRINGS 80487 CO 20070801 20070703 20070901 20370801 190 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SANTA FE 87506 NM 20070801 20070705 20070901 20370801 191 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE XXXXXXX XXXXX 00000 CA 20070901 20070803 20071001 20370901 192 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SAN DIEGO 92117 CA 20070701 20070614 20070801 20370701 193 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE CAMBRIA 93428 CA 20070701 20070619 20070801 20370701 194 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE PINECREST 33156 FL 20070701 20070627 20070801 20370701 195 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE FAIR LAWN 7410 NJ 20070801 20070710 20070901 20370801 196 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SCOTTSDALE 85255 AZ 20070801 20070701 20070901 20370801 197 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SPRINGFIELD 22153 VA 20070701 20070705 20070801 20370701 198 Non-Prefund GI. SS G01 BSRM EMCMORTGAGE Plano 75025 TX 20070901 20070810 20071001 20370901 199 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SANTA CLARITA CANYON COUN 91351 CA 20070801 20070723 20070901 20370801 200 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE WOODLAND HILLS 91364 CA 20070901 20070808 20071001 20370901 201 Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXX XXXXXXXX 55082 MN 20070801 20070719 20070901 20370801 202 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE XXXXXX CITY 90232 CA 20070901 20070806 20071001 20370901 203 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE NEWARK 94560 CA 20070901 20070802 20071001 20370901 204 Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXX XXXX 00000 NY 20070801 20070726 20070901 20370801 205 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE CHULA VISTA 91914 CA 20070901 20070807 20071001 20370901 206 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LOS ANGELES 90013 CA 20070801 20070727 20070901 20370801 207 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LOS ANGELES 90025 CA 20070801 20070725 20070901 20370801 208 Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LAFAYETTE 80026 CO 20070901 20070810 20071001 20370901 209 Non-Prefund GI. SS G01 XXXXXX XXXX EMCMORTGAGE XXXXXX 80134 CO 20070601 20070511 20070701 20370601 210 Non-Prefund GI. SS G01 XXXXXX XXXX EMCMORTGAGE EL CAJON 92021 CA 20070601 20070502 20070701 20370601 211 Non-Prefund GI. SS G01 XXXXXX XXXX EMCMORTGAGE LOS ANGELES 90045 CA 20070601 20070504 20070701 20370601 212 Non-Prefund GI. SS G01 XXXXXX XXXX EMCMORTGAGE RESEDA 91335 CA 20070601 20070509 20070701 20370601 213 Non-Prefund GI. SS G01 XXXXXX XXXX EMCMORTGAGE CENTENNIAL 80112 CO 20070601 20070509 20070701 20370601 214 Non-Prefund GI. SS G01 XXXXXX XXXX EMCMORTGAGE VISTA 92084 CA 20070601 20070511 20070701 20370601 215 Non-Prefund GI. SS G01 XXXXXX XXXX EMCMORTGAGE FRESNO 93727 CA 20070601 20070509 20070701 20370601 216 Non-Prefund GI. SS G01 XXXXXX XXXX EMCMORTGAGE ESCONDIDO 92029 CA 20070601 20070508 20070701 20370601 217 Non-Prefund GI. SS G01 XXXXXX XXXX EMCMORTGAGE XXXX 00000 XX 20070601 20070510 20070701 20370601 218 Non-Prefund GI. SS G01 XXXXXX XXXX EMCMORTGAGE OCEANSIDE 92056 CA 20070601 20070507 20070701 20370601 219 Non-Prefund GI. SS G01 XXXXXX XXXX EMCMORTGAGE BOULDER 80302 CO 20070601 20070510 20070701 20370601 220 Non-Prefund GI. SS G01 EMCFLOW EMCMORTGAGE MONTEREY PARK 91754 CA 20070701 20070618 20070801 20370701 221 Non-Prefund GI. SS G01 EMCFLOW EMCMORTGAGE LOS ANGELES 90019 CA 20070701 20070615 20070801 20370701 222 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SAN DIEGO 92126 CA 20070701 20070613 20070801 20370701 000 Xxx-Xxxxxxx XX. XX X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXXXXX 00000 VA 20070701 20070627 20070801 20370701 224 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE XXXXXXX XXXX 00000 CA 20070701 20070531 20070801 20370701 225 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SUNNYVALE 94086 CA 20070701 20070606 20070801 20370701 226 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE CHANTILLY 20151 VA 20070701 20070625 20070801 20370701 227 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE BURBANK 91506 CA 20070801 20070712 20070901 20370801 228 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE NAPA 94559 CA 20070701 20070615 20070801 20370701 229 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE XXXXXXX 00000 XX 20070701 20070614 20070801 20370701 230 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE XXXXXX 21012 MD 20070701 20070629 20070801 20370701 231 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE XXXXXXX 00000 XX 20070701 20070608 20070801 20370701 232 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE GLENDALE 91214 CA 20070701 20070611 20070801 20370701 233 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE MOUNTAIN VIEW 94040 CA 20070701 20070621 20070801 20370701 234 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE LA PALMA 90623 CA 20070701 20070618 20070801 20370701 235 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE XXXXXX 55340 MN 20070701 20070622 20070801 20370701 236 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SAN CLEMENTE 92673 CA 20070701 20070626 20070801 20370701 237 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE CARLSBAD 92008 CA 20070301 20070208 20070401 20370301 238 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE FRANKFORT 60423 IL 20070701 20060420 20070801 20370701 239 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE XXXXXXX 00000 XX 20070701 20060731 20070801 20370701 240 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE BEND 97701 OR 20070701 20060914 20070801 20370701 241 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE XXXXXXX 96020 CA 20070801 20070720 20070901 20370801 242 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE CORONA 92880 CA 20070801 20070716 20070901 20370801 243 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE RENO 89502 NV 20070801 20070717 20070901 20370801 244 Non-Prefund GI. SS G02 COUNTRYWIDE XXXXXXXXXXX XXXXXXXX XXXXXXX 00000 CO 20070501 20070501 20070601 20370501 245 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE BOULDER 80301 CO 20070701 20070629 20070801 20370701 246 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE XXXXXXX 93908 CA 20070601 20070502 20070701 20370601 247 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE HONOLULU 96821 HI 20070601 20070525 20070701 20370601 248 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE XXXXXXXX 85248 AZ 20070601 20070503 20070701 20370601 249 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE HERNDON 20171 VA 20070601 20070525 20070701 20370601 250 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE NEW CANAAN 6840 CT 20070601 20070511 20070701 20370601 251 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE BELMONT 2478 MA 20070601 20070529 20070701 20370601 252 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE XXXX CITY 94015 CA 20070601 20070508 20070701 20370601 253 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE CHULA VISTA 91914 CA 20070601 20070502 20070701 20370601 254 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE ANNAPOLIS 21403 MD 20070601 20070516 20070701 20370601 255 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE GAITHERSBURG 20878 MD 20070601 20070511 20070701 20370601 256 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LADY LAKE 32162 FL 20070601 20070516 20070701 20370601 257 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE WOODLAND HILLS 91367 CA 20070601 20070522 20070701 20370601 258 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE HENDERSON 89012 NV 20070601 20070508 20070701 20370601 259 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE MIAMI 33193 FL 20070601 20070503 20070701 20370601 260 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE GILROY 95020 CA 20070601 20070504 20070701 20370601 261 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE XXXXXXX 20136 VA 20070601 20070518 20070701 20370601 262 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE LAKE LOTAWANA 64086 MO 20070601 20070503 20070701 20370601 263 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE TORRANCE 90505 CA 20070601 20070517 20070701 20370601 264 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE SANTA FE 87501 NM 20070601 20070515 20070701 20470601 265 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE XXXXXXXX 85248 AZ 20070601 20070517 20070701 20370601 266 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE AMESBURY 1913 MA 20070601 20070525 20070701 20370601 267 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE LEAWOOD 66211 KS 20070601 20070519 20070701 20370601 268 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE MANTECA 95336 CA 20070601 20070516 20070701 20370601 269 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE XXXXXXXXXX 00000 XX 20070701 20070601 20070801 20370701 270 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE RENO 89509 NV 20070601 20070522 20070701 20370601 271 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE LONG BEACH 90807 CA 20070601 20070518 20070701 20370601 272 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE CARLSBAD 92011 CA 20070601 20070525 20070701 20370601 273 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXX XXXX XXXXXX 00000 CA 20070701 20070607 20070801 20370701 274 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE AURORA 80016 CO 20070701 20070606 20070801 20370701 275 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE ALPHARETTA 30004 GA 20070501 20070410 20070601 20370501 276 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE XXXXXX XXXX 00000 CA 20070601 20070501 20070701 20370601 277 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE VALENCIA AREA 91381 CA 20070501 20070501 20070601 20370501 278 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXX XX XXX 00000 XX 20070501 20070425 20070601 20370501 279 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE FAIR OAKS 95628 CA 20070601 20070514 20070701 20370601 280 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LAKE FOREST 92630 CA 20070601 20070521 20070701 20370601 281 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXXX XXXXX XXXXXXX 90274 CA 20070601 20070518 20070701 20370601 282 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE BUCKINGHAM 18934 PA 20070701 20070607 20070801 20370701 283 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SPRINGBORO 45066 OH 20070601 20070601 20070701 20370601 284 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SOUTH PASADENA 91030 CA 20070601 20070522 20070701 20370601 285 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LOS ANGELES 90065 CA 20070601 20070525 20070701 20370601 286 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE BIG SKY 59716 MT 20070601 20070606 20070701 20370601 287 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE AZUSA 91702 CA 20070701 20070604 20070801 20370701 288 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SAN XXXX 95136 CA 20070601 20070514 20070701 20370601 289 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SCITUATE 2066 MA 20070701 20070601 20070801 20370701 290 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE AMENIA 12501 NY 20070601 20070525 20070701 20370601 291 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LONG BEACH 90803 CA 20070701 20070601 20070801 20370701 292 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LOS ANGELES 90047 CA 20070701 20070531 20070801 20370701 293 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE REDONDO BEACH 90278 CA 20070601 20070531 20070701 20370601 294 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE HARTSDALE 10530 NY 20070601 20070530 20070701 20370601 295 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXXX XXXX 00000 XX 20070601 20070522 20070701 20370601 296 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE MURRIETA 92562 CA 20070701 20070531 20070801 20370701 000 Xxx-Xxxxxxx XX. XX X00 XXXXXXXXXXX XXXXXXXXXXX XXXXX XXXXXXXX 7006 NJ 20070601 20070531 20070701 20370601 298 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE MCLEAN 22101 VA 20070701 20070607 20070801 20370701 299 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SEASIDE 93955 CA 20070701 20070530 20070801 20370701 300 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE CLAREMONT 91711 CA 20070701 20070601 20070801 20370701 301 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LAYTON 84040 UT 20070601 20070605 20070701 20370601 302 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SAN XXXX 95124 CA 20070601 20070529 20070701 20370601 303 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE ACAMPO 95220 CA 20070601 20070501 20070701 20370601 304 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE NAPA 94558 CA 20070601 20070516 20070701 20370601 305 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SEDONA 86336 AZ 20070601 20070524 20070701 20370601 306 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE CARLSBAD 92011 CA 20070601 20070521 20070701 20370601 307 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXXX 00000 XX 20070601 20070510 20070701 20370601 308 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE XXXXXXXX 85226 AZ 20070601 20070509 20070701 20370601 309 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE TORRANCE 90505 CA 20070601 20070511 20070701 20370601 310 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE PARAMOUNT 90723 CA 20070601 20070503 20070701 20370601 311 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE XXXXXXX 00000 XX 20070601 20070516 20070701 20370601 312 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXXX 0000 XX 20070701 20070608 20070801 20370701 313 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE IRVINE 92620 CA 20070601 20070517 20070701 20370601 314 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE LAKE WORTH 33467 FL 20070701 20070604 20070801 20370701 315 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE PORTLAND 97219 OR 20070701 20070524 20070801 20370701 316 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SALINAS 93901 CA 20070601 20070529 20070701 20370601 317 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SAN XXXX 95126 CA 20070701 20070604 20070801 20370701 318 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE CHICAGO 60605 IL 20070601 20070529 20070701 20370601 319 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LOS ANGELES 91342 CA 20070601 20070518 20070701 20370601 320 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE DALLAS 75244 TX 20070701 20070607 20070801 20370701 321 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE HALEIWA 96712 HI 20070701 20070606 20070801 20370701 322 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SARATOGA 95070 CA 20070701 20070604 20070801 20370701 323 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE CHICAGO 60641 IL 20070601 20070515 20070701 20370601 324 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE WATSONVILLE 95076 CA 20070601 20070518 20070701 20370601 325 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE CHULA VISTA 91915 CA 20070601 20070427 20070701 20370601 326 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE QUEEN CREEK 85242 AZ 20070601 20070518 20070701 20370601 327 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE BRENTWOOD 94513 CA 20070601 20070525 20070701 20370601 328 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE BETHESDA 20817 MD 20070601 20070518 20070701 20370601 329 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE EL DORADO HILLS 95762 CA 20070601 20070510 20070701 20370601 330 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LEESBURG 20176 VA 20070601 20070516 20070701 20370601 331 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE EL SOBRANTE 94803 CA 20070601 20070524 20070701 20370601 332 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE TUCSON 85749 AZ 20070601 20070518 20070701 20370601 333 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXXX XXXXXX 00000 SC 20070601 20070518 20070701 20370601 334 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE EDISON 8820 NJ 20070601 20070517 20070701 20370601 335 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE MISSION VIEJO 92691 CA 20070601 20070502 20070701 20370601 000 Xxx-Xxxxxxx XX. XX X00 XXXXXXXXXXX XXXXXXXXXXX XX XXXXXX FLINTRIDGE 91011 CA 20070601 20070525 20070701 20370601 337 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXX XXXXX XXXXXXXXX 00000 XX 20070601 20070518 20070701 20370601 338 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE CANTON 30115 GA 20070601 20070511 20070701 20370601 339 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE COLLEYVILLE 76034 TX 20070601 20070517 20070701 20370601 340 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE PLANTATION 33325 FL 20070601 20070515 20070701 20370601 341 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE OXNARD 93030 CA 20070601 20070522 20070701 20370601 342 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE STERLING 20164 VA 20070601 20070514 20070701 20370601 343 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE XXXXXXX XXXXX 00000 CA 20070601 20070514 20070701 20370601 344 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE MOORESVILLE 28117 NC 20070501 20070504 20070601 20370501 345 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SIMI VALLEY 93065 CA 20070601 20070501 20070701 20370601 346 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE PARAMUS 7652 NJ 20070601 20070511 20070701 20370601 347 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE VALLEJO 94591 CA 20070601 20070517 20070701 20370601 348 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE PARK CITY 84060 UT 20070601 20070525 20070701 20370601 349 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE CORONA 92879 CA 20070601 20070514 20070701 20370601 350 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE MIAMI 33133 FL 20070601 20070511 20070701 20370601 351 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SAN DIEGO 92131 CA 20070601 20070504 20070701 20370601 000 Xxx-Xxxxxxx XX. XX X00 XXXXXXXXXXX XXXXXXXXXXX XXXX XXXXXXXXXX 60010 IL 20070501 20070430 20070601 20370501 353 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE CHESAPEAKE 23322 VA 20070601 20070530 20070701 20370601 354 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE DIAMOND BAR 91765 CA 20070501 20070426 20070601 20370501 355 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE FREMONT 94536 CA 20070601 20070511 20070701 20370601 356 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE DOWNEY 90242 CA 20070601 20070510 20070701 20370601 357 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE AUBURN 95602 CA 20070601 20070516 20070701 20370601 000 Xxx-Xxxxxxx XX. XX X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXX 00000 XX 20070601 20070426 20070701 20370601 359 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXX XXXXX XX 00000 XX 20070601 20070521 20070701 20370601 360 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE CARLSBAD 92009 CA 20070601 20070516 20070701 20370601 361 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE XXXXXXXX 00000 XX 20070601 20070516 20070701 20370601 362 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SAN DIEGO 92101 CA 20070601 20070427 20070701 20370601 363 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE CAMBRIA 93428 CA 20070601 20070514 20070701 20370601 364 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE SANTA XXXXXX 90403 CA 20070601 20070427 20070701 20370601 365 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE ALPINE 91901 CA 20070601 20070525 20070701 20370601 000 Xxx-Xxxxxxx XX. XX X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXXXXX 00000 MD 20070601 20070529 20070701 20370601 367 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXXX 0000 XX 20070601 20070511 20070701 20370601 368 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE MISSION VIEJO 92692 CA 20070601 20070510 20070701 20370601 369 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE DENVER 80209 CO 20070501 20070424 20070601 20370501 370 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SANTA XXXXXXX 93110 CA 20070601 20070517 20070701 20370601 371 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE PLAYA VISTA 90094 CA 20070601 20070523 20070701 20370601 372 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE ENGLEWOOD 80112 CO 20070601 20070510 20070701 20370601 373 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SAN DIEGO 92130 CA 20070601 20070509 20070701 20370601 374 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE WALNUT CREEK 94598 CA 20070601 20070522 20070701 20370601 375 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXXXXXX XXXXX 00000 XX 20070601 20070523 20070701 20370601 376 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SAN CLEMENTE 92673 CA 20070601 20070514 20070701 20370601 377 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE MINNEAPOLIS 55408 MN 20070501 20070427 20070601 20370501 378 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE CHULA VISTA 91913 CA 20070601 20070517 20070701 20370601 379 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE PASADENA 91103 CA 20070601 20070518 20070701 20370601 380 Non-Prefund GI. SS G03 COUNTRYWIDE XXXXXXXXXXX XXXXXXXX XXXXXXX 00000 CO 20070601 20070502 20070701 20370601 381 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE DANVILLE 94506 CA 20070601 20070426 20070701 20370601 000 Xxx-Xxxxxxx XX. XX X00 XXXXXXXXXXX XXXXXXXXXXX XXXXX 00000 OR 20070501 20070420 20070601 20370501 383 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE BRASELTON 30517 GA 20070401 20070315 20070501 20370401 384 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXXXXXX 00000 XX 20070501 20070430 20070601 20370501 385 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE XXXXXXXXX 00000 XX 20070501 20070426 20070601 20370501 386 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE CARLSBAD 92011 CA 20070501 20070417 20070601 20370501 387 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SAN CLEMENTE 92673 CA 20070601 20070507 20070701 20370601 388 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE ORANGE 92865 CA 20070501 20070426 20070601 20370501 389 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE CHICAGO 60614 IL 20070601 20070508 20070701 20370601 390 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE PICO XXXXXX 90660 CA 20070601 20070427 20070701 20370601 391 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LA HABRA 90631 CA 20070501 20070405 20070601 20370501 392 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE XXXXXX XXXX 00000 CA 20070601 20070510 20070701 20370601 393 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE ALPINE 84004 UT 20070601 20070515 20070701 20370601 394 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE ALDIE 20105 VA 20070501 20070412 20070601 20370501 395 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE KINGWOOD 77345 TX 20070601 20070509 20070701 20370601 396 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE CORONA 92880 CA 20070401 20070319 20070501 20370401 397 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE CLARKSBURG 20871 MD 20070401 20070318 20070501 20370401 398 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LOS ANGELES 90026 CA 20070501 20070426 20070601 20370501 399 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE SANTA CLARITA 91355 CA 20070601 20070426 20070701 20370601 400 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SANTA XXXXXX 90403 CA 20070501 20070419 20070601 20370501 401 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE LAS VEGAS 89131 NV 20070501 20070418 20070601 20370501 402 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXXX 00000 XX 20070501 20070424 20070601 20370501 403 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXXX 00000 XX 20070601 20070529 20070701 20370601 404 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXX 00000 XX 20070601 20070522 20070701 20370601 405 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE XXXXXXXXXX XXXXX 00000 CA 20070601 20070507 20070701 20370601 406 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE CALABASAS 91302 CA 20070501 20070406 20070601 20370501 407 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE SOUTH YARMOUTH 2664 MA 20070601 20070511 20070701 20370601 408 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE GATLINBURG 37738 TN 20070601 20070525 20070701 20370601 409 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE GATLINBURG 37738 TN 20070601 20070530 20070701 20370601 410 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE LAS VEGAS 89183 NV 20070501 20070413 20070601 20370501 411 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LOS ANGELES 90035 CA 20070601 20070525 20070701 20370601 412 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE BIRMINGHAM 48009 MI 20070601 20070530 20070701 20370601 413 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE LA JOLLA 92037 CA 20070501 20070420 20070601 20370501 414 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE IRVINE 92618 CA 20070501 20070424 20070601 20370501 415 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXX XXXX 00000 NY 20070601 20070529 20070701 20370601 416 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE WINTER GARDEN 34787 FL 20070601 20070531 20070701 20370601 417 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE PASADENA 91105 CA 20070501 20070417 20070601 20370501 418 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE NAPERVILLE 60540 IL 20070501 20070427 20070601 20370501 419 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE BURBANK 91504 CA 20070601 20070503 20070701 20370601 420 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE LAS VEGAS 89178 NV 20070501 20070413 20070601 20370501 421 Non-Prefund GI. SS G02 EMCFLOW EMCMORTGAGE MOUNT PLEASANT 29466 SC 20070501 20070413 20070601 20370501 422 Non-Prefund GI. SS G02 BSRM EMCMORTGAGE West Jordan 84088 UT 20070801 20070702 20070901 20370801 423 Non-Prefund GI. SS G01 BSRM EMCMORTGAGE Treasure Island 33706 FL 20070701 20070629 20070801 20370701 424 Non-Prefund GI. SS G03 BSRM EMCMORTGAGE Corona 92882 CA 20070701 20070627 20070801 20370701 425 Non-Prefund GI. SS G01 BSRM EMCMORTGAGE Minden 89423 NV 20070701 20070613 20070801 20370701 426 Non-Prefund GI. SS G01 BSRM EMCMORTGAGE Long Valley 7853 NJ 20070701 20070625 20070801 20370701 427 Non-Prefund GI. SS G01 BSRM EMCMORTGAGE TARZANA 91335 CA 20070601 20070524 20070701 20370601 428 Non-Prefund GI. SS G01 BSRM EMCMORTGAGE Oxnard 93035 CA 20070701 20070612 20070801 20370701 429 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE CHINO HILLS 91709 CA 20070701 20070604 20070801 20370701 430 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SAN XXXXXX 94070 CA 20070701 20070613 20070801 20370701 431 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE MIAMI 33138 FL 20070701 20070613 20070801 20370701 432 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE CORSICANA 75109 TX 20070701 20070613 20070801 20370701 433 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE RANCHO CUCAMONGA 91739 CA 20070701 20070611 20070801 20370701 000 Xxx-Xxxxxxx XX. XX X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXX 00000 FL 20070701 20070614 20070801 20370701 435 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE XXXXXXX 00000 XX 20070701 20070612 20070801 20370701 436 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE OAKLAND 94611 CA 20070701 20070604 20070801 20370701 437 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE CAMARILLO 93012 CA 20070701 20070613 20070801 20370701 438 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE PARAMUS 7652 NJ 20070701 20070613 20070801 20370701 439 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE ANTIOCH 94531 CA 20070701 20070611 20070801 20370701 440 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SANTA XXXXXXX 93105 CA 20070701 20070613 20070801 20370701 441 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SAN XXXXXX 94903 CA 20070701 20070608 20070801 20370701 442 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LOS ANGELES 90065 CA 20070701 20070608 20070801 20370701 443 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXX XXX 00000 OR 20070601 20070523 20070701 20370601 444 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE CAPE CORAL 33914 FL 20070701 20070613 20070801 20370701 445 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE MILLBRAE 94030 CA 20070701 20070613 20070801 20370701 446 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE ELMWOOD PARK 7407 NJ 20070701 20070611 20070801 20370701 447 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LEESBURG 20175 VA 20070701 20070612 20070801 20370701 448 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE PALM DESERT 92260 CA 20070701 20070614 20070801 20370701 449 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SANTA XXXXX 95051 CA 20070701 20070611 20070801 20370701 450 Non-Prefund GI. SS G02 BSRM EMCMORTGAGE Citrus Heights 95610 CA 20070901 20070807 20071001 20370901 451 Non-Prefund GI. SS X00 XXXX XXXXXXXXXXX Xxxxxxx Xxxxx 55016 MN 20070801 20070725 20070901 20370801 452 Non-Prefund GI. SS G01 BSRM EMCMORTGAGE Anaheim 92806 CA 20070901 20070801 20071001 20370901 453 Non-Prefund GI. SS G02 BSRM EMCMORTGAGE Oceanside 92056 CA 20070801 20070726 20070901 20370801 454 Non-Prefund GI. SS G01 BSRM EMCMORTGAGE ASHBURN 20147 VA 20070801 20070726 20070901 20370801 455 Non-Prefund GI. SS G01 BSRM EMCMORTGAGE IRVING 75038 TX 20070801 20070731 20070901 20370801 456 Non-Prefund GI. SS G03 BSRM EMCMORTGAGE Xxxxxxx Oaks 91403 CA 20070801 20070726 20070901 20370801 457 Non-Prefund GI. SS G02 BSRM EMCMORTGAGE Placerville 95667 CA 20070801 20070720 20070901 20370801 458 Non-Prefund GI. SS G01 XXXXXX XXXX EMCMORTGAGE NEWBURYPORT 1950 MA 20061101 20061013 20061201 20361101 459 Non-Prefund GI. SS G01 XXXXXX XXXX EMCMORTGAGE BELLEVUE 98008 WA 20070601 20070507 20070701 20370601 460 Non-Prefund GI. SS G01 XXXXXX XXXX EMCMORTGAGE SAMMAMISH 98074 WA 20070601 20070503 20070701 20370601 461 Non-Prefund GI. SS G01 XXXXXX XXXX EMCMORTGAGE HIGHAND 84003 UT 20070601 20070509 20070701 20370601 462 Non-Prefund GI. SS G01 XXXXXX XXXX EMCMORTGAGE CHEVY CHASE 20815 MD 20070601 20070510 20070701 20370601 463 Non-Prefund GI. SS G01 XXXXXX XXXX EMCMORTGAGE BELLEVUE 98006 WA 20070601 20070508 20070701 20370601 464 Non-Prefund GI. SS G01 XXXXXX XXXX EMCMORTGAGE RIVERSIDE 92507 CA 20070501 20070426 20070601 20370501 465 Non-Prefund GI. SS G01 BSRM EMCMORTGAGE Upland 91786 CA 20070801 20070720 20070901 20370801 466 Non-Prefund GI. SS G01 BSRM EMCMORTGAGE Windsor Mill 21244 MD 20070801 20070720 20070901 20370801 467 Non-Prefund GI. SS G01 BSRM EMCMORTGAGE La Mirada 90638 CA 20070801 20070723 20070901 20370801 000 Xxx-Xxxxxxx XX. XX X00 XXXX XXXXXXXXXXX Xxxxxxxxx 00000 MD 20070801 20070720 20070901 20370801 469 Non-Prefund GI. SS G01 BSRM EMCMORTGAGE Santa Xxxx 95401 CA 20070801 20070713 20070901 20370801 470 Non-Prefund GI. SS G02 BSRM EMCMORTGAGE Fountain Hills 85268 AZ 20070901 20070807 20071001 20370901 471 Non-Prefund GI. SS G01 BSRM EMCMORTGAGE Minden 89423 NV 20070801 20070713 20070901 20370801 472 Non-Prefund GI. SS G01 BSRM EMCMORTGAGE Fairfax 22030 VA 20070801 20070710 20070901 20370801 473 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE YUCAIPA 92399 CA 20070601 20070509 20070701 20370601 474 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXX XXXXX XXXXXXXXX 00000 XX 20070601 20070514 20070701 20370601 475 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXX XXXX 00000 MI 20070601 20070525 20070701 20370601 476 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE SPRING VALLEY 91977 CA 20070601 20070514 20070701 20370601 477 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE XXXXXX CITY 94404 CA 20070601 20070522 20070701 20370601 478 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE SAN FRANCISCO 94112 CA 20070601 20070524 20070701 20370601 479 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE LOS ALAMITOS AREA 90720 CA 20070701 20070514 20070801 20370701 480 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE TIERRA VERDE 33715 FL 20070601 20070524 20070701 20370601 481 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE TUCSON 85730 AZ 20070601 20070523 20070701 20370601 482 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LA HABRA HEIGHTS 90631 CA 20070601 20070523 20070701 20370601 000 Xxx-Xxxxxxx XX. XX X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXXXXX 00000 VA 20070601 20070525 20070701 20370601 484 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SONOMA 95476 CA 20070601 20070523 20070701 20370601 485 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE FONTANA 92336 CA 20070601 20070524 20070701 20370601 486 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SANTA XXXXXX 90405 CA 20070601 20070522 20070701 20370601 487 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SAN FRANCISCO 94123 CA 20070601 20070524 20070701 20370601 000 Xxx-Xxxxxxx XX. XX X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXX 00000 FL 20070601 20070525 20070701 20370601 489 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SEATTLE 98119 WA 20070601 20070521 20070701 20370601 490 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE ALPHARETTA 30022 GA 20070601 20070525 20070701 20370601 491 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE CARLSBAD 92008 CA 20070601 20070530 20070701 20370601 492 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXX XXXXXX 00000 AZ 20070601 20070523 20070701 20370601 493 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE LOS GATOS 95030 CA 20070601 20070522 20070701 20370601 494 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SAN XXXX 95120 CA 20070601 20070525 20070701 20370601 495 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE UNIVERSITY PARK 75225 TX 20070601 20070525 20070701 20370601 496 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE ENCINITAS 92024 CA 20070601 20070524 20070701 20370601 497 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SAN DIEGO 92127 CA 20070601 20070518 20070701 20370601 498 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE ORANGE 92869 CA 20070601 20070525 20070701 20370601 499 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE IRVINE 92603 CA 20070601 20070523 20070701 20370601 500 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE MILPITAS 95035 CA 20070601 20070524 20070701 20370601 501 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE AUBURN 95602 CA 20070601 20070524 20070701 20370601 502 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE CARMEL 93923 CA 20070601 20070530 20070701 20370601 503 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LADERA RANCH 92694 CA 20070601 20070509 20070701 20370601 504 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXXXX XXXX 60035 IL 20070201 20070131 20070301 20370201 505 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SAN XXXX 95124 CA 20070401 20070321 20070501 20370401 506 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE MOORESVILLE 28117 NC 20070501 20070504 20070601 20370501 507 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SCOTTSDALE 85262 AZ 20070201 20070116 20070301 20370201 508 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE MIAMI 33176 FL 20070601 20070515 20070701 20370601 509 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE XXXXXXXX 94553 CA 20070501 20070424 20070601 20370501 510 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SAN XXXX 95133 CA 20070601 20070508 20070701 20370601 511 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE CORONA 92882 CA 20070601 20070509 20070701 20370601 512 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE CLOSTER 7624 NJ 20070601 20070521 20070701 20370601 000 Xxx-Xxxxxxx XX. XX X00 XXXXXXXXXXX XXXXXXXXXXX XX XXXXXX FLINTRIDGE 91011 CA 20070601 20070508 20070701 20370601 514 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SAMMAMISH 98074 WA 20070601 20070521 20070701 20370601 515 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE LEMONT 60439 IL 20070601 20070518 20070701 20370601 516 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE DUBLIN 94568 CA 20070401 20070326 20070501 20370401 517 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE MEDFORD 2155 MA 20070601 20070524 20070701 20370601 518 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE CORONA 92883 CA 20070601 20070430 20070701 20370601 519 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE NEWTOWN 6482 CT 20070601 20070501 20070701 20370601 520 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE XXXXXXX 38305 TN 20070501 20070426 20070601 20370501 521 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE XXXXXX ISLAND 98040 WA 20070601 20070504 20070701 20370601 522 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE CHICAGO 60656 IL 20070601 20070524 20070701 20370601 523 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SAN DIEGO 92129 CA 20070601 20070521 20070701 20370601 524 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SAVANNAH 31401 GA 20070601 20070523 20070701 20370601 525 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE PALM SPRINGS 92264 CA 20070601 20070518 20070701 20370601 526 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE FRISCO 75034 TX 20070601 20070515 20070701 20370601 527 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SAN DIEGO 92115 CA 20070601 20070509 20070701 20370601 528 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE RIVERSIDE 92506 CA 20070601 20070502 20070701 20370601 529 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXX XXX XXXXXXXXX 00000 CA 20070601 20070510 20070701 20370601 530 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE CARBONDALE 81623 CO 20070601 20070509 20070701 20370601 531 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SAN XXXXX 94582 CA 20070601 20070510 20070701 20370601 532 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE XXXX XXXXX 34216 FL 20070601 20070524 20070701 20370601 533 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE IRVINE 92618 CA 20070601 20070514 20070701 20370601 534 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE EL SOBRANTE 94803 CA 20070601 20070517 20070701 20370601 535 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE TOWNSHIP OF MEDFORD 8055 NJ 20070601 20070519 20070701 20370601 536 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE BEL AIR 21015 MD 20070501 20070427 20070601 20370501 537 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE CORONA 92881 CA 20070601 20070510 20070701 20370601 538 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SARASOTA 34239 FL 20070601 20070517 20070701 20370601 000 Xxx-Xxxxxxx XX. XX X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXXX 00000 FL 20070601 20070514 20070701 20370601 540 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE FREMONT 94536 CA 20070601 20070514 20070701 20370601 541 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LOS ANGELES 91367 CA 20070601 20070509 20070701 20370601 542 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LOS ANGELES 90018 CA 20070601 20070517 20070701 20370601 543 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE GRANTS PASS 97527 OR 20070601 20070507 20070701 20370601 544 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE MIDLOTHIAN 23112 VA 20070701 20070530 20070801 20370701 545 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE RANCHO MIRAGE 92270 CA 20070601 20070529 20070701 20370601 546 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE BALA CYNWYD 19004 PA 20070601 20070525 20070701 20370601 547 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE COVINA 91724 CA 20070601 20070523 20070701 20370601 548 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LAS VEGAS 89144 NV 20070601 20070524 20070701 20370601 549 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE RANCHO CUCAMONGA 91739 CA 20070701 20070523 20070801 20370701 550 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE XXXX POINT 92629 CA 20070601 20070517 20070701 20370601 551 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXXXX XXXXXXX 0000 NJ 20070601 20070530 20070701 20370601 552 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXX XXXX XXXXXX 00000 CA 20070701 20070531 20070801 20370701 553 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE GIG HARBOR 98335 WA 20070601 20070523 20070701 20370601 554 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE XXXXXXXXXX XXXXX 00000 CA 20070601 20070507 20070701 20370601 000 Xxx-Xxxxxxx XX. XX X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXXX 00000 FL 20070601 20070523 20070701 20370601 556 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE DANVILLE 94526 CA 20070601 20070509 20070701 20370601 557 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE PASADENA 91105 CA 20070701 20070601 20070801 20370701 558 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXX XXX 00000 FL 20070601 20070523 20070701 20370601 000 Xxx-Xxxxxxx XX. XX X00 XXXXXXXXXXX XXXXXXXXXXX XX XXXXXX FLINTRIDGE 91011 CA 20070601 20070508 20070701 20370601 560 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE MISSION VIEJO 92691 CA 20070601 20070510 20070701 20370601 561 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LA MESA 91941 CA 20070601 20070508 20070701 20370601 562 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE CONCORD 1742 MA 20070601 20070601 20070701 20370601 563 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE FREMONT 94536 CA 20070701 20070529 20070801 20370701 564 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SANTA XXXXXXX 93103 CA 20070601 20070523 20070701 20370601 565 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE WALNUT CREEK 94597 CA 20070601 20070523 20070701 20370601 566 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE WALNUT CREEK 94597 CA 20070601 20070510 20070701 20370601 567 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SAN XXXX 95148 CA 20070601 20070504 20070701 20370601 568 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE EL DORADO HILLS 95762 CA 20070701 20070524 20070801 20370701 000 Xxx-Xxxxxxx XX. XX X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXXXXX 00000 MD 20070701 20070604 20070801 20370701 570 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE XXXX CITY 94014 CA 20070601 20070529 20070701 20370601 571 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LOS ANGELES 90043 CA 20070601 20070529 20070701 20370601 572 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXX XXXXXXX ( 00000 XX 20070601 20070529 20070701 20370601 573 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SAN DIEGO 92124 CA 20070601 20070531 20070701 20370601 574 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE XXXXXXX XXXXX 00000 CA 20070601 20070531 20070701 20370601 575 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SAN XXXXX 94582 CA 20070601 20070524 20070701 20370601 576 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXX XXXXXXX 00000 XX 20070601 20070525 20070701 20370601 577 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LOS ANGELES 90025 CA 20070701 20070531 20070801 20370701 578 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE BANNER ELK 28604 NC 20070501 20070418 20070601 20370501 579 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE LINCOLN 95648 CA 20070501 20070409 20070601 20370501 580 Non-Prefund GI. SS G01 COUNTRYWIDE COUNTRYWIDE XXXXXX 2468 MA 20070601 20070529 20070701 20370601 581 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXX XX XXXXXX XXXX 90710 CA 20070501 20070413 20070601 20370501 000 Xxx-Xxxxxxx XX. XX X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXXXXXX 00000 DC 20070301 20070228 20070401 20370301 583 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXX XXXXX 00000 XX 20070601 20070509 20070701 20370601 584 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE XXXXXXX 83001 WY 20070601 20070512 20070701 20370601 585 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE CHANDLER 85249 AZ 20070601 20070525 20070701 20370601 586 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE CHATHAM 2633 MA 20070701 20070604 20070801 20370701 587 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SAN DIEGO 92103 CA 20070701 20070607 20070801 20370701 588 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE MAHOPAC 10541 NY 20070701 20070601 20070801 20370701 589 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE HOLLISTER 95023 CA 20070701 20070605 20070801 20470701 590 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE MINOCQUA 54548 WI 20070701 20070605 20070801 20370701 591 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE SAN FRANCISCO 94117 CA 20070701 20070604 20070801 20370701 592 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE XXXXXXX 00000 XX 20070701 20070607 20070801 20370701 593 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE LAS VEGAS 89144 NV 20070701 20070615 20070801 20370701 594 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE ATLANTA 30342 GA 20070701 20070615 20070801 20370701 595 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE XXXXXXXXXXX 00000 XX 20070701 20070611 20070801 20370701 596 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE XXXXXXXX 95008 CA 20070701 20070611 20070801 20370701 597 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE RANCHO CUCAMONGA 91739 CA 20070701 20070601 20070801 20370701 598 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE NORTH WILDWOOD 8260 NJ 20070601 20070530 20070701 20370601 599 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE ENCINITAS 92024 CA 20070601 20070511 20070701 20370601 600 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE ESCONDIDO 92026 CA 20070601 20070530 20070701 20370601 000 Xxx-Xxxxxxx XX. XX X00 XXXXXXXXXXX XXXXXXXXXXX XXXX XXXXXXXX 92532 CA 20070601 20070504 20070701 20370601 602 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXX XXXX XXX 00000 CA 20070701 20070601 20070801 20370701 603 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE ROSWELL 30075 GA 20070601 20070524 20070701 20370601 604 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE XXXXXXX 00000 XX 20070701 20070607 20070801 20370701 605 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LAWRENCEVILLE 8648 NJ 20070701 20070611 20070801 20370701 606 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LOS ANGELES 90049 CA 20070701 20070606 20070801 20470701 607 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE MIAMI 33133 FL 20070701 20070611 20070801 20370701 608 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LA JOLLA 92037 CA 20070701 20070607 20070801 20370701 609 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE PALOS VERDES ESTATES 90274 CA 20070701 20070612 20070801 20370701 610 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE LOS ANGELES 90042 CA 20070701 20070608 20070801 20370701 611 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE NORTH HOLLYWOOD 91606 CA 20070701 20070611 20070801 20370701 612 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE CARLSBAD 92009 CA 20070701 20070611 20070801 20370701 613 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SAN DIEGO 92126 CA 20070701 20070606 20070801 20370701 614 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE ALPINE 91901 CA 20070701 20070609 20070801 20370701 615 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE IRVINE 92620 CA 20070701 20070604 20070801 20370701 616 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE WESTMINSTER 92683 CA 20070601 20070522 20070701 20370601 617 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE KULA 96790 HI 20070601 20070522 20070701 20370601 618 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE MISSION VIEJO 92692 CA 20070601 20070525 20070701 20370601 619 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE HINSDALE 60521 IL 20070701 20070615 20070801 20370701 620 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE CARMEL 46032 IN 20070701 20070614 20070801 20370701 621 Non-Prefund GI. SS X00 XXXXXXXXXXX XXXXXXXXXXX XXXXXXXX 00000 XX 20070701 20070615 20070801 20370701 622 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE XXXXXXX 00000 XX 20070701 20070611 20070801 20370701 623 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE NORWALK 90650 CA 20070701 20070608 20070801 20370701 624 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SANTA XXXXXXX 93103 CA 20070701 20070611 20070801 20370701 625 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE OAKLAND 94611 CA 20070701 20070608 20070801 20370701 626 Non-Prefund GI. SS G03 COUNTRYWIDE COUNTRYWIDE SAN XXXX 95127 CA 20070701 20070606 20070801 20370701 627 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE LEWES 19958 DE 20070601 20070518 20070701 20370601 628 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE LOS ANGELES 91367 CA 20070601 20070523 20070701 20370601 629 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE COSTA MESA 92627 CA 20070601 20070529 20070701 20370601 630 Non-Prefund GI. SS G02 COUNTRYWIDE COUNTRYWIDE FRISCO 75034 TX 20070701 20070614 20070801 20370701 LOAN_SEQ PAID_TO AM_TYPE BALLOON STATED_ORIGINAL_TERM AMORT_TERM1 STATED_REM_TERM ORIGINAL_BALANCE CURRENT_BALANCE LIEN SR_LIEN_BALANCE JR_LIEN_BALANCE SALES_PRICE APPRAISAL -------- ------- ------- ------- -------------------- ----------- --------------- ---------------- --------------- ---- --------------- --------------- ----------- --------- 1 20070801 ARMS No 360 360 360 532500.00 506468.29 First Lien 0.00 0.00 0.00 710000.00 2 20070901 ARMS No 360 360 360 648915.00 617192.25 First Lien 0.00 0.00 811144.00 812000.00 3 20070901 ARMS No 360 360 360 652000.00 620126.44 First Lien 0.00 81500.00 815000.00 815000.00 4 20070801 ARMS No 360 360 360 508000.00 483166.00 First Lien 0.00 95205.46 635975.00 689000.00 5 20070801 ARMS No 360 360 358 600000.00 599999.13 First Lien 0.00 249900.00 0.00 1400000.00 6 20070801 ARMS No 360 360 359 656000.00 656000.00 First Lien 0.00 81918.00 820000.00 820000.00 7 20070801 ARMS No 360 360 359 999000.00 999000.00 First Lien 0.00 0.00 0.00 1275000.00 8 20070801 ARMS No 360 360 359 493617.00 493617.00 First Lien 0.00 123404.40 617022.00 617022.00 9 20070801 ARMS No 360 360 359 637500.00 637500.00 First Lien 0.00 0.00 0.00 850000.00 10 20070801 ARMS No 360 360 359 431920.00 431920.00 First Lien 0.00 107980.00 539900.00 539900.00 11 20070801 ARMS No 360 360 358 490000.00 490000.00 First Lien 0.00 0.00 0.00 850000.00 12 20070801 ARMS No 360 360 357 440000.00 440000.00 First Lien 0.00 0.00 550000.00 550000.00 13 20070701 ARMS No 360 360 357 1000000.00 1000000.00 First Lien 0.00 0.00 1700000.00 1750000.00 14 20070801 ARMS No 360 360 357 650000.00 650000.00 First Lien 0.00 0.00 0.00 2015000.00 15 20070801 ARMS No 360 360 358 440000.00 440000.00 First Lien 0.00 110000.00 0.00 550000.00 16 20070801 ARMS No 360 360 358 888000.00 888000.00 First Lien 0.00 222000.00 1110000.00 1110000.00 17 20070801 ARMS No 360 360 358 479992.00 479992.00 First Lien 0.00 119998.00 599990.00 666000.00 18 20070701 ARMS No 360 360 358 657000.00 657000.00 First Lien 0.00 0.00 0.00 875000.00 19 20070801 ARMS No 360 360 358 500000.00 500000.00 First Lien 0.00 62500.00 0.00 625000.00 20 20070801 ARMS No 360 360 358 680000.00 680000.00 First Lien 0.00 0.00 850000.00 860000.00 21 20070801 ARMS No 360 360 358 752000.00 751900.00 First Lien 0.00 136018.00 0.00 940000.00 22 20070901 ARMS No 360 360 360 650000.00 618224.21 First Lien 0.00 0.00 840000.00 845000.00 23 20070801 ARMS No 360 360 359 497000.00 472703.74 First Lien 0.00 62013.40 0.00 622000.00 24 20070801 ARMS No 360 360 360 624000.00 593495.24 First Lien 0.00 117000.00 0.00 780000.00 25 20070901 ARMS No 360 360 360 524000.00 498383.82 First Lien 0.00 65500.00 655000.00 715000.00 26 20070801 ARMS No 360 360 360 448000.00 426099.15 First Lien 0.00 0.00 0.00 602000.00 27 20070801 ARMS No 360 360 360 476000.00 452730.34 First Lien 0.00 59500.00 595000.00 595000.00 28 20070801 ARMS No 360 360 359 548000.00 521210.56 First Lien 0.00 95009.50 0.00 685000.00 29 20070801 ARMS No 360 360 360 528000.00 502188.28 First Lien 0.00 0.00 0.00 660000.00 30 20070801 ARMS No 360 360 359 613000.00 583032.99 First Lien 0.00 0.00 0.00 1175000.00 31 20070801 ARMS No 360 360 358 807000.00 767549.13 First Lien 0.00 200100.00 0.00 1150000.00 32 20070801 ARMS No 360 360 359 920000.00 875025.03 First Lien 0.00 0.00 0.00 1150000.00 33 20070801 ARMS No 360 360 360 576000.00 547841.76 First Lien 0.00 144000.00 720000.00 735000.00 34 20070801 ARMS No 360 360 360 900000.00 856002.75 First Lien 0.00 0.00 1330000.00 1350000.00 35 20070801 ARMS No 360 360 359 650000.00 618224.21 First Lien 0.00 200005.00 850000.00 850000.00 36 20070801 ARMS No 360 360 360 550000.00 523112.79 First Lien 0.00 0.00 1250000.00 1250000.00 37 20070801 ARMS No 360 360 360 640000.00 608713.07 First Lien 0.00 120000.00 800000.00 810000.00 38 20070801 ARMS No 360 360 360 780000.00 741869.05 First Lien 0.00 97500.00 975000.00 1075000.00 39 20070801 ARMS No 360 360 360 728000.00 692411.11 First Lien 0.00 91000.00 910000.00 910000.00 40 20070801 ARMS No 360 360 360 455200.00 432947.17 First Lien 0.00 113800.00 569000.00 605000.00 41 20070801 ARMS No 360 360 360 480000.00 456534.80 First Lien 0.00 46500.00 0.00 600000.00 42 20070801 ARMS No 360 360 360 461600.00 439034.30 First Lien 0.00 0.00 0.00 580000.00 43 20070801 ARMS No 360 360 360 489600.00 465665.50 First Lien 0.00 41983.20 0.00 612000.00 44 20070801 ARMS No 360 360 360 680000.00 646757.63 First Lien 0.00 0.00 0.00 850000.00 45 20070801 ARMS No 360 360 359 600000.00 570165.01 First Lien 0.00 75000.00 0.00 750000.00 46 20070701 ARMS No 360 360 358 584000.00 555450.67 First Lien 0.00 0.00 0.00 730000.00 47 20070801 ARMS No 360 360 359 632000.00 601104.15 First Lien 0.00 79000.00 790000.00 790000.00 48 20070801 ARMS No 360 360 360 773000.00 735211.25 First Lien 0.00 0.00 0.00 975000.00 49 20070801 ARMS No 360 360 359 447200.00 425338.26 First Lien 0.00 83844.82 560460.00 561000.00 50 20070801 ARMS No 360 360 360 670000.00 637246.49 First Lien 0.00 0.00 890000.00 890000.00 51 20070801 ARMS No 360 360 360 616000.00 585886.33 First Lien 0.00 154000.00 770000.00 770000.00 52 20070801 ARMS No 360 360 360 549464.00 522603.00 First Lien 0.00 68683.00 686830.00 690000.00 53 20070801 ARMS No 360 360 360 650000.00 618224.21 First Lien 0.00 0.00 0.00 4200000.00 54 20070801 ARMS No 360 360 360 852000.00 810349.27 First Lien 0.00 106500.00 0.00 1065000.00 55 20070801 ARMS No 360 360 360 520000.00 494579.37 First Lien 0.00 0.00 650000.00 650000.00 56 20070901 ARMS No 360 360 360 780000.00 741869.05 First Lien 0.00 97500.00 975000.00 980000.00 57 20070801 ARMS No 360 360 356 436000.00 436000.00 First Lien 0.00 109000.00 545000.00 545000.00 58 20070801 ARMS No 360 360 358 466000.00 465838.78 First Lien 0.00 89176.00 0.00 710000.00 59 20070801 ARMS No 360 360 358 468280.00 468214.08 First Lien 0.00 99509.50 585350.00 585500.00 60 20070801 ARMS No 360 360 359 752000.00 715237.85 First Lien 0.00 0.00 0.00 940000.00 61 20070801 ARMS No 360 360 360 1500000.00 1426671.25 First Lien 0.00 246000.00 0.00 2000000.00 62 20070801 ARMS No 360 360 360 480000.00 456534.80 First Lien 0.00 0.00 0.00 600000.00 63 20070801 ARMS No 360 360 360 480000.00 456534.80 First Lien 0.00 60000.00 600000.00 600000.00 64 20070801 ARMS No 360 360 360 588500.00 559730.69 First Lien 0.00 0.00 958500.00 979500.00 65 20070801 ARMS No 360 360 360 431920.00 410805.23 First Lien 0.00 53990.00 539900.00 540000.00 66 20070801 ARMS No 360 360 358 620000.00 589690.78 First Lien 0.00 0.00 0.00 760000.00 67 20070901 ARMS No 360 360 360 800050.00 760938.89 First Lien 0.00 0.00 0.00 1200000.00 68 20070801 ARMS No 360 360 360 500000.00 475557.08 First Lien 0.00 105633.75 637500.00 650000.00 69 20070801 ARMS No 360 360 360 650000.00 618224.21 First Lien 0.00 199985.00 1850000.00 1850000.00 70 20070801 ARMS No 360 360 360 772000.00 734260.14 First Lien 0.00 0.00 965000.00 965000.00 71 20070801 ARMS No 360 360 359 994083.70 945487.09 First Lien 0.00 0.00 0.00 1900000.00 72 20070801 ARMS No 360 360 358 500682.00 476205.74 First Lien 0.00 0.00 0.00 635000.00 73 20070801 ARMS No 360 360 360 559200.00 531863.04 First Lien 0.00 0.00 699000.00 745000.00 74 20070801 ARMS No 360 360 360 552000.00 525015.02 First Lien 0.00 69000.00 690000.00 690000.00 75 20070801 ARMS No 360 360 360 464000.00 441316.97 First Lien 0.00 40020.00 0.00 580000.00 76 20070801 ARMS No 360 360 360 452000.00 429903.60 First Lien 0.00 56500.00 0.00 565000.00 77 20070801 ARMS No 360 360 360 1000000.00 951114.17 First Lien 0.00 215055.00 1350000.00 1350000.00 78 20070801 ARMS No 360 360 360 608000.00 578277.41 First Lien 0.00 150024.00 0.00 760000.00 79 20070801 ARMS No 360 360 360 660000.00 627735.35 First Lien 0.00 0.00 825000.00 1100000.00 80 20070801 ARMS No 360 360 359 932000.00 886438.40 First Lien 0.00 233000.00 1165000.00 1165000.00 81 20070801 ARMS No 360 360 360 620000.00 589690.78 First Lien 0.00 34022.50 0.00 775000.00 82 20070901 ARMS No 360 360 360 800000.00 760891.33 First Lien 0.00 0.00 1065000.00 1080000.00 83 20070801 ARMS No 360 360 360 656000.00 623930.89 First Lien 0.00 164000.00 820000.00 850000.00 84 20070801 ARMS No 360 360 360 460000.00 437512.52 First Lien 0.00 0.00 658000.00 658000.00 85 20070901 ARMS No 360 360 360 688000.00 654366.55 First Lien 0.00 0.00 860000.00 860000.00 86 20070801 ARMS No 360 360 360 562368.00 534876.17 First Lien 0.00 67554.46 702960.00 706000.00 87 20070801 ARMS No 360 360 360 799600.00 760510.89 First Lien 0.00 0.00 999500.00 999500.00 88 20070801 ARMS No 360 360 358 419500.00 398992.39 First Lien 0.00 0.00 0.00 500000.00 89 20070801 ARMS No 360 360 360 437500.00 416112.45 First Lien 0.00 0.00 0.00 585000.00 90 20070801 ARMS No 360 360 359 848000.00 806544.81 First Lien 0.00 106000.00 1060000.00 1065000.00 91 20070801 ARMS No 360 360 360 613600.00 583603.65 First Lien 0.00 0.00 767000.00 767000.00 92 20070801 ARMS No 360 360 358 612000.00 582081.87 First Lien 0.00 76423.50 0.00 765000.00 93 20070801 ARMS No 360 360 360 685000.00 651513.21 First Lien 0.00 0.00 0.00 1825000.00 94 20070801 ARMS No 360 360 360 524400.00 498764.27 First Lien 0.00 0.00 655500.00 656000.00 95 20070801 ARMS No 360 360 360 500000.00 475557.08 First Lien 0.00 0.00 0.00 900000.00 96 20070801 ARMS No 360 360 360 570000.00 542135.08 First Lien 0.00 0.00 770000.00 770000.00 97 20070801 ARMS No 360 360 360 436000.00 414685.78 First Lien 0.00 81750.00 545000.00 550000.00 98 20070801 ARMS No 360 360 360 668304.00 635633.40 First Lien 0.00 0.00 835380.00 875000.00 99 20070801 ARMS No 360 360 360 704000.00 669584.37 First Lien 0.00 88000.00 880000.00 880000.00 100 20070901 ARMS No 360 360 360 451920.00 429827.51 First Lien 0.00 84735.00 564900.00 572000.00 101 20070801 ARMS No 360 360 359 524000.00 498383.82 First Lien 0.00 65500.00 655000.00 655000.00 102 20070801 ARMS No 360 360 359 594000.00 564961.82 First Lien 0.00 0.00 742500.00 750000.00 103 20070801 ARMS No 360 360 359 452500.00 430379.16 First Lien 0.00 113125.00 565625.00 596000.00 104 20070801 ARMS No 360 360 360 456000.00 456000.00 First Lien 0.00 114000.00 0.00 570000.00 105 20070801 ARMS No 360 360 360 479960.00 479960.00 First Lien 0.00 119990.00 599950.00 599950.00 106 20070801 ARMS No 360 360 360 437500.00 437500.00 First Lien 0.00 0.00 0.00 625000.00 107 20070801 ARMS No 360 360 360 450300.00 450300.00 First Lien 0.00 84378.71 562900.00 565000.00 108 20070801 ARMS No 360 360 360 486000.00 486000.00 First Lien 0.00 0.00 540000.00 555000.00 109 20070801 ARMS No 360 360 360 460000.00 460000.00 First Lien 0.00 86250.00 575000.00 575000.00 110 20070801 ARMS No 360 360 360 950000.00 950000.00 First Lien 0.00 0.00 1282050.00 1282050.00 111 20070801 ARMS No 360 360 360 745750.00 745750.00 First Lien 0.00 0.00 975000.00 975000.00 112 20070801 ARMS No 360 360 360 756000.00 756000.00 First Lien 0.00 94500.00 945000.00 945000.00 113 20070801 ARMS No 360 360 360 447920.00 447920.00 First Lien 0.00 55990.00 559900.00 559900.00 114 20070801 ARMS No 360 360 360 650000.00 650000.00 First Lien 0.00 0.00 0.00 920000.00 115 20070801 ARMS No 360 360 360 1159650.00 1159650.00 First Lien 0.00 0.00 0.00 1650000.00 116 20070801 ARMS No 360 360 359 751920.00 751920.00 First Lien 0.00 0.00 939900.00 939900.00 117 20070801 ARMS No 360 360 360 650000.00 650000.00 First Lien 0.00 142032.00 880000.00 880000.00 118 20070801 ARMS No 360 360 360 540000.00 540000.00 First Lien 0.00 0.00 675000.00 675000.00 119 20070801 ARMS No 360 360 360 473000.00 473000.00 First Lien 0.00 0.00 698000.00 700000.00 120 20070801 ARMS No 360 360 360 600000.00 600000.00 First Lien 0.00 40000.00 800000.00 835000.00 121 20070801 ARMS No 360 360 360 520000.00 520000.00 First Lien 0.00 0.00 670000.00 670000.00 122 20070801 ARMS No 360 360 360 999999.00 999999.00 First Lien 0.00 100134.50 1355000.00 1355000.00 123 20070801 ARMS No 360 360 360 704000.00 704000.00 First Lien 0.00 0.00 880000.00 880000.00 124 20070801 ARMS No 360 360 359 499776.00 499776.00 First Lien 0.00 124944.00 657600.00 670000.00 125 20070801 ARMS No 360 360 360 450000.00 450000.00 First Lien 0.00 0.00 585000.00 590000.00 126 20070801 ARMS No 360 360 360 438400.00 438400.00 First Lien 0.00 109600.00 548000.00 548000.00 127 20070801 ARMS No 360 360 360 960000.00 960000.00 First Lien 0.00 0.00 0.00 1200000.00 128 20070801 ARMS No 360 360 359 648000.00 648000.00 First Lien 0.00 121500.00 810000.00 810000.00 129 20070801 ARMS No 360 360 360 455000.00 455000.00 First Lien 0.00 0.00 0.00 650000.00 130 20070801 ARMS No 360 360 360 795000.00 795000.00 First Lien 0.00 0.00 0.00 1700000.00 131 20070801 ARMS No 360 360 360 532000.00 532000.00 First Lien 0.00 0.00 665000.00 665000.00 132 20070801 ARMS No 360 360 359 795000.00 794395.07 First Lien 0.00 0.00 0.00 1100000.00 133 20070801 ARMS No 360 360 359 437576.00 437576.00 First Lien 0.00 54587.61 546970.00 590000.00 134 20070801 ARMS No 360 360 359 422100.00 422100.00 First Lien 0.00 0.00 0.00 600000.00 135 20070801 ARMS No 360 360 360 583573.00 583573.00 First Lien 0.00 0.00 729467.00 730000.00 136 20070901 ARMS No 360 360 360 604000.00 604000.00 First Lien 0.00 0.00 755000.00 755000.00 137 20070801 ARMS No 360 360 360 510673.88 510673.88 First Lien 0.00 63834.20 638342.00 670000.00 138 20070801 ARMS No 360 360 359 500000.00 500000.00 First Lien 0.00 62500.00 625000.00 625000.00 139 20070801 ARMS No 360 360 359 910000.00 910000.00 First Lien 0.00 85000.00 1137500.00 1150000.00 140 20070801 ARMS No 360 360 360 592800.00 592800.00 First Lien 0.00 74100.00 742558.00 741000.00 141 20070801 ARMS No 360 360 359 431892.00 431892.00 First Lien 0.00 107973.00 539865.00 550000.00 142 20070801 ARMS No 360 360 359 479992.00 479992.00 First Lien 0.00 59999.00 599990.00 620000.00 143 20070901 ARMS No 360 360 359 1100000.00 1100000.00 First Lien 0.00 0.00 2125000.00 2200000.00 144 20070801 ARMS No 360 360 360 608000.00 608000.00 First Lien 0.00 0.00 760000.00 760000.00 145 20070801 ARMS No 360 360 360 462188.00 462188.00 First Lien 0.00 57773.50 577735.00 578000.00 146 20070801 ARMS No 360 360 360 469730.00 469730.00 First Lien 0.00 144988.00 0.00 670000.00 147 20070801 ARMS No 360 360 359 508000.00 508000.00 First Lien 0.00 0.00 635000.00 639000.00 148 20070801 ARMS No 360 360 360 999999.00 999999.00 First Lien 0.00 0.00 0.00 1558000.00 149 20070801 ARMS No 360 360 359 712000.00 712000.00 First Lien 0.00 0.00 890000.00 890000.00 150 20070801 ARMS No 360 360 360 475000.00 475000.00 First Lien 0.00 0.00 746250.00 747000.00 151 20070901 ARMS No 360 360 360 438000.00 438000.00 First Lien 0.00 0.00 547500.00 548000.00 152 20070801 ARMS No 360 360 360 444000.00 444000.00 First Lien 0.00 0.00 555000.00 570000.00 153 20070801 ARMS No 360 360 359 467200.00 466745.91 First Lien 0.00 58400.00 584000.00 590000.00 154 20070801 ARMS No 360 360 360 560000.00 560000.00 First Lien 0.00 0.00 700000.00 714000.00 155 20070801 ARMS No 360 360 360 600000.00 600000.00 First Lien 0.00 0.00 850000.00 864000.00 156 20070801 ARMS No 360 360 360 552000.00 552000.00 First Lien 0.00 138000.00 690000.00 690000.00 157 20070801 ARMS No 360 360 360 484000.00 484000.00 First Lien 0.00 90750.00 0.00 605000.00 158 20070801 ARMS No 360 360 359 500000.00 500000.00 First Lien 0.00 93750.00 0.00 625000.00 159 20070801 ARMS No 360 360 360 491200.00 491200.00 First Lien 0.00 92100.00 614000.00 620000.00 160 20070901 ARMS No 360 360 360 616000.00 616000.00 First Lien 0.00 77000.00 770000.00 770000.00 161 20070801 ARMS No 360 360 360 497600.00 497600.00 First Lien 0.00 62200.00 622000.00 622000.00 162 20070801 ARMS No 360 360 360 480000.00 480000.00 First Lien 0.00 0.00 600000.00 600000.00 163 20070801 ARMS No 360 360 360 561600.00 561600.00 First Lien 0.00 70200.00 702000.00 707000.00 164 20070801 ARMS No 360 360 357 435000.00 435000.00 First Lien 0.00 0.00 0.00 501000.00 165 20070801 ARMS No 360 360 356 484372.00 484371.99 First Lien 0.00 121093.20 605466.00 606000.00 166 20070701 ARMS No 360 360 358 629500.00 629500.00 First Lien 0.00 0.00 0.00 810000.00 167 20070701 ARMS No 360 360 356 1605000.00 1602900.00 First Lien 0.00 0.00 0.00 2800000.00 168 20070801 ARMS No 360 360 360 1071000.00 1071000.00 First Lien 0.00 0.00 0.00 1650000.00 169 20070801 ARMS No 360 360 360 209900.00 209900.00 First Lien 0.00 0.00 299900.00 306000.00 170 20070901 ARMS No 360 360 360 1024000.00 973940.91 First Lien 0.00 0.00 0.00 1620000.00 171 20070801 ARMS No 360 360 360 608000.00 578277.41 First Lien 0.00 0.00 0.00 760000.00 172 20070801 ARMS No 360 360 359 700497.57 666253.16 First Lien 0.00 0.00 0.00 885000.00 173 20070801 ARMS No 360 360 359 584131.14 555575.40 First Lien 0.00 0.00 0.00 627500.00 174 20070801 ARMS No 360 360 360 630819.00 599980.89 First Lien 0.00 118278.60 788524.00 790000.00 175 20070801 ARMS No 360 360 359 536000.00 509797.19 First Lien 0.00 0.00 0.00 670000.00 176 20070901 ARMS No 360 360 360 972000.00 924482.97 First Lien 0.00 121500.00 1215000.00 1215000.00 177 20070801 ARMS No 360 360 360 464000.00 441316.97 First Lien 0.00 0.00 580000.00 600000.00 178 20070901 ARMS No 360 360 360 508000.00 483166.00 First Lien 0.00 32258.00 0.00 635000.00 179 20070801 ARMS No 360 360 360 660000.00 627735.35 First Lien 0.00 0.00 0.00 830000.00 180 20070801 ARMS No 360 360 360 592000.00 563059.59 First Lien 0.00 0.00 0.00 740000.00 181 20070901 ARMS No 360 360 360 656000.00 623930.89 First Lien 0.00 0.00 0.00 820000.00 182 20070901 ARMS No 360 360 360 635000.00 603957.50 First Lien 0.00 111930.00 0.00 1300000.00 183 20070801 ARMS No 480 480 479 436000.00 414484.51 First Lien 0.00 109000.00 545000.00 600000.00 184 20070801 ARMS No 360 360 360 620000.00 589690.78 First Lien 0.00 0.00 775000.00 775000.00 185 20070801 ARMS No 360 360 360 500000.00 475557.08 First Lien 0.00 224940.00 0.00 1150000.00 186 20070901 ARMS No 360 360 360 495000.00 470801.51 First Lien 0.00 0.00 645000.00 660000.00 187 20070801 ARMS No 360 360 359 450000.00 428001.38 First Lien 0.00 0.00 0.00 505000.00 188 20070801 ARMS No 360 360 360 432000.00 410881.32 First Lien 0.00 81000.00 0.00 540000.00 189 20070801 ARMS No 360 360 360 1298000.00 1234546.19 First Lien 0.00 0.00 1845000.00 2140000.00 190 20070801 ARMS No 360 360 360 1224450.00 1164591.74 First Lien 0.00 0.00 0.00 2200000.00 191 20070901 ARMS No 360 360 360 600000.00 570668.50 First Lien 0.00 0.00 3762500.00 3765000.00 192 20070801 ARMS No 360 360 359 520000.00 494579.37 First Lien 0.00 97500.00 0.00 650000.00 193 20070801 ARMS No 360 360 359 500000.00 475557.08 First Lien 0.00 0.00 0.00 1725000.00 194 20070801 ARMS No 360 360 359 1567000.00 1490395.90 First Lien 0.00 0.00 0.00 2750000.00 195 20070801 ARMS No 360 360 360 520000.00 494579.37 First Lien 0.00 0.00 0.00 650000.00 196 20070801 ARMS No 360 360 360 895050.00 851294.74 First Lien 0.00 0.00 1118835.00 1125000.00 197 20070801 ARMS No 360 360 359 465000.00 442268.09 First Lien 0.00 0.00 0.00 600000.00 198 20070901 ARMS No 360 360 360 224750.00 224750.00 First Lien 0.00 0.00 0.00 284000.00 199 20070801 ARMS No 360 360 360 436000.00 414685.78 First Lien 0.00 0.00 545000.00 545000.00 200 20070901 ARMS No 360 360 360 532500.00 506468.29 First Lien 0.00 0.00 0.00 730000.00 201 20070801 ARMS No 360 360 360 631500.00 600628.60 First Lien 0.00 81035.00 0.00 950000.00 202 20070901 ARMS No 360 360 360 787500.00 749002.41 First Lien 0.00 157500.00 1050000.00 1050000.00 203 20070901 ARMS No 360 360 360 596000.00 566864.04 First Lien 0.00 115990.50 0.00 795000.00 204 20070801 ARMS No 360 360 360 977550.00 929761.66 First Lien 0.00 0.00 1330000.00 1450000.00 205 20070901 ARMS No 360 360 360 575000.00 546890.65 First Lien 0.00 0.00 0.00 725000.00 206 20070801 ARMS No 360 360 360 616000.00 585886.33 First Lien 0.00 0.00 770000.00 770000.00 207 20070801 ARMS No 360 360 360 535200.00 509036.30 First Lien 0.00 133800.00 669000.00 675000.00 208 20070901 ARMS No 360 360 360 929000.00 883585.06 First Lien 0.00 0.00 0.00 1350000.00 209 20070801 ARMS No 360 360 358 455700.00 455200.00 First Lien 0.00 0.00 0.00 600000.00 210 20070801 ARMS No 360 360 358 608000.00 608000.00 First Lien 0.00 76000.00 0.00 760000.00 211 20070701 ARMS No 360 360 358 650000.00 650000.00 First Lien 0.00 60000.00 0.00 820000.00 212 20070801 ARMS No 360 360 358 528000.00 528000.00 First Lien 0.00 99000.00 0.00 660000.00 213 20070701 ARMS No 360 360 358 381500.00 380808.40 First Lien 0.00 0.00 0.00 545000.00 214 20070801 ARMS No 360 360 358 224000.00 224000.00 First Lien 0.00 28000.00 0.00 280000.00 215 20070801 ARMS No 360 360 358 165000.00 165000.00 First Lien 0.00 0.00 0.00 220000.00 216 20070801 ARMS No 360 360 358 686000.00 686000.00 First Lien 0.00 100000.00 0.00 900000.00 217 20070801 ARMS No 360 360 358 455000.00 454929.97 First Lien 0.00 110000.00 0.00 810000.00 218 20070801 ARMS No 360 360 358 342000.00 342000.00 First Lien 0.00 0.00 0.00 440000.00 219 20070801 ARMS No 360 360 358 465000.00 465000.00 First Lien 0.00 0.00 644500.00 645000.00 220 20070901 ARMS No 360 360 359 606400.00 605915.07 First Lien 0.00 40000.00 758000.00 758000.00 221 20070701 ARMS No 360 360 359 492000.00 492000.00 First Lien 0.00 61500.00 615000.00 625000.00 222 20070801 ARMS No 360 360 359 526000.00 525500.00 First Lien 0.00 0.00 0.00 715000.00 223 20070801 ARMS No 360 360 359 615200.00 615200.00 First Lien 0.00 0.00 769000.00 780000.00 224 20070801 ARMS No 360 360 359 649350.00 649256.07 First Lien 0.00 249050.70 999000.00 999000.00 225 20070801 ARMS No 360 360 359 575900.00 575900.00 First Lien 0.00 0.00 719934.00 729934.00 226 20070801 ARMS No 360 360 359 500000.00 500000.00 First Lien 0.00 0.00 0.00 705000.00 227 20070801 ARMS No 360 360 360 521000.00 521000.00 First Lien 0.00 0.00 0.00 760000.00 228 20070801 ARMS No 360 360 359 445800.00 445800.00 First Lien 0.00 55670.87 557266.00 570000.00 229 20070801 ARMS No 360 360 359 700000.00 700000.00 First Lien 0.00 0.00 940000.00 950000.00 230 20070801 ARMS No 360 360 359 1060000.00 1060000.00 First Lien 0.00 0.00 0.00 2675000.00 231 20070801 ARMS No 360 360 359 440000.00 440000.00 First Lien 0.00 0.00 550000.00 620000.00 232 20070901 ARMS No 360 360 359 660000.00 660000.00 First Lien 0.00 65010.00 825000.00 825000.00 233 20070801 ARMS No 360 360 359 440000.00 439602.23 First Lien 0.00 0.00 690000.00 690000.00 234 20070801 ARMS No 360 360 359 576000.00 575479.29 First Lien 0.00 72000.00 720000.00 720000.00 235 20070801 ARMS No 360 360 359 625000.00 625000.00 First Lien 0.00 0.00 1125000.00 1190000.00 236 20070801 ARMS No 360 360 359 642907.00 642907.00 First Lien 0.00 0.00 857210.00 857500.00 237 20070801 ARMS No 360 360 355 464800.00 464750.96 First Lien 0.00 58100.00 581000.00 581000.00 238 20070801 ARMS No 360 360 359 473573.22 473573.22 First Lien 0.00 0.00 0.00 630000.00 239 20070801 ARMS No 360 360 359 599880.00 599880.00 First Lien 0.00 0.00 0.00 750000.00 240 20070801 ARMS No 360 360 359 746898.91 746873.35 First Lien 0.00 0.00 0.00 1200000.00 241 20070801 ARMS No 360 360 360 673500.00 673500.00 First Lien 0.00 0.00 0.00 2300000.00 242 20070801 ARMS No 360 360 360 544000.00 544000.00 First Lien 0.00 102000.00 680000.00 680000.00 243 20070801 ARMS No 360 360 360 431400.00 431400.00 First Lien 0.00 0.00 686652.00 688000.00 244 20070801 ARMS No 360 360 357 516000.00 516000.00 First Lien 0.00 0.00 645000.00 670000.00 245 20070801 ARMS No 360 360 359 500400.00 500400.00 First Lien 0.00 62487.45 625500.00 630000.00 246 20070701 ARMS No 360 360 358 1000000.00 1000000.00 First Lien 0.00 249980.00 0.00 1450000.00 247 20070801 ARMS No 360 360 358 650000.00 649000.00 First Lien 0.00 0.00 0.00 1100000.00 248 20070801 ARMS No 360 360 358 548000.00 548000.00 First Lien 0.00 0.00 0.00 685000.00 249 20070801 ARMS No 360 360 358 544000.00 544000.00 First Lien 0.00 0.00 680000.00 687000.00 250 20070801 ARMS No 360 360 358 890000.00 890000.00 First Lien 0.00 0.00 1112500.00 1150000.00 251 20070801 ARMS No 360 360 358 568000.00 567998.15 First Lien 0.00 105887.00 710000.00 710000.00 252 20070701 ARMS No 360 360 358 664000.00 664000.00 First Lien 0.00 166000.00 830000.00 830000.00 253 20070801 ARMS No 360 360 358 704000.00 704000.00 First Lien 0.00 80960.00 0.00 880000.00 254 20070801 ARMS No 360 360 358 580000.00 580000.00 First Lien 0.00 0.00 0.00 725000.00 255 20070801 ARMS No 360 360 358 680000.00 680000.00 First Lien 0.00 0.00 850000.00 850000.00 256 20070801 ARMS No 360 360 358 740000.00 740000.00 First Lien 0.00 0.00 0.00 950000.00 257 20070901 ARMS No 360 360 358 650000.00 648500.00 First Lien 0.00 0.00 0.00 1100000.00 258 20070701 ARMS No 360 360 358 650000.00 650000.00 First Lien 0.00 0.00 0.00 933900.00 259 20070801 ARMS No 360 360 358 452800.00 452800.00 First Lien 0.00 0.00 566000.00 575000.00 260 20070801 ARMS No 360 360 358 500000.00 500000.00 First Lien 0.00 0.00 0.00 640000.00 261 20070801 ARMS No 360 360 358 435950.00 435950.00 First Lien 0.00 108943.50 544990.00 545000.00 262 20070801 ARMS No 360 360 358 441000.00 440098.56 First Lien 0.00 0.00 630000.00 650000.00 263 20070801 ARMS No 360 360 358 580000.00 580000.00 First Lien 0.00 0.00 725000.00 725000.00 264 20070801 ARMS No 480 480 478 610000.00 610000.00 First Lien 0.00 0.00 0.00 900000.00 265 20070801 ARMS No 360 360 358 440000.00 440000.00 First Lien 0.00 48950.00 0.00 550000.00 266 20070801 ARMS No 360 360 358 550001.00 550001.00 First Lien 0.00 0.00 0.00 750000.00 267 20070701 ARMS No 360 360 358 827000.00 827000.00 First Lien 0.00 0.00 0.00 1400000.00 268 20070801 ARMS No 360 360 358 449120.00 449099.52 First Lien 0.00 0.00 561400.00 561500.00 269 20070801 ARMS No 360 360 359 436000.00 436000.00 First Lien 0.00 0.00 545000.00 555000.00 270 20070801 ARMS No 360 360 358 511000.00 510991.77 First Lien 0.00 168390.00 0.00 900000.00 271 20070801 ARMS No 360 360 358 776000.00 769944.05 First Lien 0.00 0.00 0.00 980000.00 272 20070801 ARMS No 360 360 358 715000.00 715000.00 First Lien 0.00 0.00 0.00 1200000.00 273 20070701 ARMS No 360 360 359 930000.00 930000.00 First Lien 0.00 0.00 0.00 1200000.00 274 20070801 ARMS No 360 360 359 553480.00 553480.00 First Lien 0.00 0.00 691850.00 725000.00 275 20070701 ARMS No 360 360 357 880000.00 880000.00 First Lien 0.00 181560.00 0.00 1200000.00 276 20070801 ARMS No 360 360 358 568000.00 568000.00 First Lien 0.00 123187.20 768000.00 768000.00 277 20070801 ARMS No 360 360 357 524000.00 523400.00 First Lien 0.00 83512.50 0.00 655000.00 278 20070801 ARMS No 360 360 357 650000.00 650000.00 First Lien 0.00 0.00 0.00 1650000.00 279 20070801 ARMS No 360 360 358 508000.00 508000.00 First Lien 0.00 63500.00 0.00 635000.00 280 20070801 ARMS No 360 360 358 500000.00 499966.53 First Lien 0.00 0.00 0.00 1125000.00 281 20070701 ARMS No 360 360 358 620000.00 620000.00 First Lien 0.00 0.00 0.00 775000.00 282 20070801 ARMS No 360 360 359 1931250.00 1931250.00 First Lien 0.00 0.00 2575000.00 2600000.00 283 20070801 ARMS No 360 360 358 692000.00 692000.00 First Lien 0.00 105270.50 0.00 865000.00 284 20070801 ARMS No 360 360 358 612000.00 612000.00 First Lien 0.00 50000.00 0.00 765000.00 285 20070701 ARMS No 360 360 358 653000.00 653000.00 First Lien 0.00 123997.50 0.00 825000.00 286 20070801 ARMS No 360 360 358 660000.00 660000.00 First Lien 0.00 0.00 825000.00 855000.00 287 20070701 ARMS No 360 360 359 479200.00 479200.00 First Lien 0.00 89850.00 599000.00 620000.00 288 20070901 ARMS No 360 360 358 469459.00 469459.00 First Lien 0.00 58990.92 587559.00 587559.00 289 20070801 ARMS No 360 360 359 600000.00 599416.84 First Lien 0.00 0.00 0.00 862000.00 290 20070801 ARMS No 360 360 358 650000.00 650000.00 First Lien 0.00 62510.00 0.00 950000.00 291 20070801 ARMS No 360 360 359 815000.00 814744.79 First Lien 0.00 0.00 1140000.00 1140000.00 292 20070801 ARMS No 360 360 359 460000.00 460000.00 First Lien 0.00 41975.00 0.00 575000.00 293 20070801 ARMS No 360 360 358 728000.00 727000.00 First Lien 0.00 0.00 910000.00 927000.00 294 20070801 ARMS No 360 360 358 552000.00 552000.00 First Lien 0.00 58029.00 690000.00 690000.00 295 20070801 ARMS No 360 360 358 420000.00 420000.00 First Lien 0.00 78750.00 0.00 525000.00 296 20070801 ARMS No 360 360 359 492000.00 491510.21 First Lien 0.00 123000.00 0.00 615000.00 297 20070801 ARMS No 360 360 358 989000.00 989000.00 First Lien 0.00 131040.00 1400000.00 1444900.00 298 20070801 ARMS No 360 360 359 1000000.00 1000000.00 First Lien 0.00 0.00 1900000.00 1904000.00 299 20070801 ARMS No 360 360 359 760000.00 760000.00 First Lien 0.00 0.00 1000000.00 1000000.00 300 20070801 ARMS No 360 360 359 440000.00 440000.00 First Lien 0.00 82500.00 550000.00 550000.00 301 20070801 ARMS No 360 360 358 664000.00 664000.00 First Lien 0.00 0.00 0.00 830000.00 302 20070801 ARMS No 360 360 358 600000.00 600000.00 First Lien 0.00 0.00 880000.00 880000.00 303 20070801 ARMS No 360 360 358 500000.00 500000.00 First Lien 0.00 0.00 625000.00 625000.00 304 20070801 ARMS No 360 360 358 697500.00 697500.00 First Lien 0.00 0.00 997500.00 1000000.00 305 20070801 ARMS No 360 360 358 650000.00 650000.00 First Lien 0.00 0.00 0.00 1260000.00 306 20070801 ARMS No 360 360 358 574000.00 573389.53 First Lien 0.00 0.00 0.00 740000.00 307 20070801 ARMS No 360 360 358 489600.00 489599.79 First Lien 0.00 0.00 612000.00 650000.00 308 20070701 ARMS No 360 360 358 436000.00 436000.00 First Lien 0.00 0.00 0.00 545000.00 309 20070801 ARMS No 360 360 358 552000.00 552000.00 First Lien 0.00 103500.00 690000.00 690000.00 310 20070801 ARMS No 360 360 358 420000.00 420000.00 First Lien 0.00 0.00 0.00 560000.00 311 20070801 ARMS No 360 360 358 526240.00 526240.00 First Lien 0.00 0.00 657800.00 658000.00 312 20070801 ARMS No 360 360 359 536000.00 535992.51 First Lien 0.00 67000.00 670000.00 670000.00 313 20070801 ARMS No 360 360 358 429936.00 429936.00 First Lien 0.00 53742.00 537420.00 538000.00 314 20070801 ARMS No 360 360 359 800000.00 800000.00 First Lien 0.00 0.00 1000000.00 1025000.00 315 20070801 ARMS No 360 360 359 492000.00 492000.00 First Lien 0.00 61500.00 615000.00 615000.00 316 20070701 ARMS No 360 360 358 656000.00 656000.00 First Lien 0.00 84214.00 0.00 820000.00 317 20070701 ARMS No 360 360 359 642000.00 642000.00 First Lien 0.00 0.00 0.00 980000.00 318 20070701 ARMS No 360 360 358 608000.00 607999.11 First Lien 0.00 76000.00 760000.00 760000.00 319 20070701 ARMS No 360 360 358 487000.00 486974.32 First Lien 0.00 75500.00 0.00 625000.00 320 20070701 ARMS No 360 360 359 876937.00 876937.00 First Lien 0.00 0.00 1169250.00 1180000.00 321 20070801 ARMS No 360 360 359 759200.00 759200.00 First Lien 0.00 142350.00 949000.00 949000.00 322 20070801 ARMS No 360 360 359 749000.00 748823.02 First Lien 0.00 0.00 1070000.00 1070000.00 323 20071001 ARMS No 360 360 358 1000000.00 999378.66 First Lien 0.00 200070.00 1710000.00 1720000.00 324 20070801 ARMS No 360 360 358 520000.00 520000.00 First Lien 0.00 0.00 0.00 750000.00 325 20070801 ARMS No 360 360 358 592000.00 592000.00 First Lien 0.00 0.00 0.00 790000.00 326 20070801 ARMS No 360 360 358 488000.00 488000.00 First Lien 0.00 61000.00 0.00 610000.00 327 20070801 ARMS No 360 360 358 424000.00 424000.00 First Lien 0.00 74995.00 0.00 530000.00 328 20070801 ARMS No 360 360 358 760000.00 757891.49 First Lien 0.00 0.00 950000.00 950000.00 329 20070801 ARMS No 360 360 358 650000.00 650000.00 First Lien 0.00 0.00 0.00 1032000.00 330 20070701 ARMS No 360 360 358 640000.00 640000.00 First Lien 0.00 0.00 0.00 800000.00 331 20070801 ARMS No 360 360 358 538000.00 537000.77 First Lien 0.00 0.00 0.00 680000.00 332 20070801 ARMS No 360 360 358 762000.00 762000.00 First Lien 0.00 0.00 0.00 1233000.00 333 20070801 ARMS No 360 360 358 745000.00 744870.49 First Lien 0.00 49929.00 0.00 1335000.00 334 20070701 ARMS No 360 360 358 643400.00 643400.00 First Lien 0.00 0.00 0.00 850000.00 335 20070801 ARMS No 360 360 358 584000.00 584000.00 First Lien 0.00 73000.00 730000.00 730000.00 336 20070801 ARMS No 360 360 358 725000.00 723000.00 First Lien 0.00 0.00 0.00 2000000.00 337 20070801 ARMS No 360 360 358 600000.00 597408.80 First Lien 0.00 57000.00 0.00 750000.00 338 20070801 ARMS No 360 360 358 720000.00 720000.00 First Lien 0.00 90000.00 900000.00 995000.00 339 20070801 ARMS No 360 360 358 686400.00 686400.00 First Lien 0.00 171600.00 858000.00 900000.00 340 20070801 ARMS No 360 360 358 620000.00 620000.00 First Lien 0.00 0.00 0.00 775000.00 341 20070801 ARMS No 360 360 358 472000.00 472000.00 First Lien 0.00 59000.00 590000.00 600000.00 342 20070801 ARMS No 360 360 358 424000.00 424000.00 First Lien 0.00 0.00 0.00 530000.00 343 20070801 ARMS No 360 360 358 865000.00 865000.00 First Lien 0.00 0.00 1265000.00 1265000.00 344 20070701 ARMS No 360 360 357 582000.00 581999.76 First Lien 0.00 0.00 0.00 776000.00 345 20070801 ARMS No 360 360 358 642737.00 642737.00 First Lien 0.00 0.00 803422.00 804000.00 346 20070801 ARMS No 360 360 358 660000.00 660000.00 First Lien 0.00 82500.00 825000.00 860000.00 347 20070801 ARMS No 360 360 358 688000.00 687870.00 First Lien 0.00 85976.00 0.00 880000.00 348 20070701 ARMS No 360 360 358 696000.00 696000.00 First Lien 0.00 130500.00 870000.00 900000.00 349 20070801 ARMS No 360 360 358 623807.00 623807.00 First Lien 0.00 77975.90 779759.00 780000.00 350 20070801 ARMS No 360 360 358 608000.00 608000.00 First Lien 0.00 0.00 760000.00 840000.00 351 20070801 ARMS No 360 360 358 600000.00 598830.70 First Lien 0.00 0.00 1120000.00 1155000.00 352 20070801 ARMS No 360 360 357 832000.00 661279.62 First Lien 0.00 104000.00 1040000.00 1040000.00 353 20070801 ARMS No 360 360 358 516000.00 514988.09 First Lien 0.00 0.00 645000.00 660000.00 354 20070801 ARMS No 360 360 357 1376894.00 1370975.99 First Lien 0.00 0.00 0.00 3300000.00 355 20070701 ARMS No 360 360 358 960000.00 960000.00 First Lien 0.00 35040.00 0.00 1200000.00 356 20070701 ARMS No 360 360 358 960000.00 960000.00 First Lien 0.00 0.00 1200000.00 1200000.00 357 20070901 ARMS No 360 360 358 650000.00 648763.30 First Lien 0.00 0.00 0.00 2500000.00 358 20070801 ARMS No 360 360 358 650000.00 650000.00 First Lien 0.00 0.00 0.00 1100000.00 359 20070801 ARMS No 360 360 358 1699000.00 1695272.16 First Lien 0.00 0.00 0.00 2500000.00 360 20070801 ARMS No 360 360 358 747000.00 745033.34 First Lien 0.00 0.00 0.00 1050000.00 361 20070801 ARMS No 360 360 358 500000.00 500000.00 First Lien 0.00 0.00 0.00 720000.00 362 20070801 ARMS No 360 360 358 608000.00 608000.00 First Lien 0.00 0.00 760000.00 760000.00 363 20070801 ARMS No 360 360 358 620000.00 620000.00 First Lien 0.00 0.00 775000.00 775000.00 364 20070801 ARMS No 360 360 358 1000000.00 1000000.00 First Lien 0.00 55546.74 1320000.00 1319400.00 365 20070801 ARMS No 360 360 358 720000.00 720000.00 First Lien 0.00 135000.00 900000.00 910000.00 366 20070801 ARMS No 360 360 358 720000.00 720000.00 First Lien 0.00 90000.00 900000.00 900000.00 367 20070701 ARMS No 360 360 358 701575.00 701575.00 First Lien 0.00 0.00 0.00 950000.00 368 20070901 ARMS No 360 360 358 604000.00 604000.00 First Lien 0.00 147980.00 0.00 755000.00 369 20070801 ARMS No 360 360 357 2400000.00 2400000.00 First Lien 0.00 0.00 0.00 3700000.00 370 20070801 ARMS No 360 360 358 860000.00 859767.08 First Lien 0.00 107500.00 1075000.00 1075000.00 371 20070801 ARMS No 360 360 358 953512.00 953512.00 First Lien 0.00 119189.00 1191890.00 1193224.00 372 20070801 ARMS No 360 360 358 637443.00 637443.00 First Lien 0.00 119520.60 796804.00 800000.00 373 20070801 ARMS No 360 360 358 619360.00 619360.00 First Lien 0.00 0.00 774200.00 785000.00 374 20070801 ARMS No 360 360 358 700000.00 700000.00 First Lien 0.00 0.00 0.00 875000.00 375 20070701 ARMS No 360 360 358 780000.00 780000.00 First Lien 0.00 0.00 0.00 975000.00 376 20070801 ARMS No 360 360 358 1000000.00 1000000.00 First Lien 0.00 0.00 1316425.00 1317000.00 377 20070801 ARMS No 360 360 357 464000.00 464000.00 First Lien 0.00 96039.30 581000.00 582000.00 378 20070801 ARMS No 360 360 358 430320.00 430300.00 First Lien 0.00 107580.00 537900.00 538000.00 379 20070801 ARMS No 360 360 358 618640.00 618640.00 First Lien 0.00 0.00 773300.00 790000.00 380 20070801 ARMS No 360 360 358 792000.00 792000.00 First Lien 0.00 0.00 0.00 990000.00 381 20070701 ARMS No 360 360 358 807300.00 807300.00 First Lien 0.00 0.00 0.00 1050000.00 382 20070801 ARMS No 360 360 357 652800.00 652800.00 First Lien 0.00 81600.00 0.00 816000.00 383 20070701 ARMS No 360 360 356 1050000.00 1049999.63 First Lien 0.00 0.00 0.00 1500000.00 384 20071001 ARMS No 360 360 357 487950.00 487950.00 First Lien 0.00 91431.50 609950.00 610000.00 385 20070801 ARMS No 360 360 357 464000.00 464000.00 First Lien 0.00 116000.00 580000.00 580000.00 386 20070801 ARMS No 360 360 357 702000.00 700741.57 First Lien 0.00 0.00 950000.00 950000.00 387 20070801 ARMS No 360 360 358 734250.00 734250.00 First Lien 0.00 0.00 979000.00 1000000.00 388 20070801 ARMS No 360 360 357 421600.00 421600.00 First Lien 0.00 105400.00 527000.00 548000.00 389 20070801 ARMS No 360 360 358 487600.00 487600.00 First Lien 0.00 60950.00 609500.00 610000.00 390 20070801 ARMS No 360 360 358 544000.00 544000.00 First Lien 0.00 0.00 0.00 680000.00 391 20070801 ARMS No 360 360 357 705600.00 703431.07 First Lien 0.00 0.00 882210.00 935000.00 392 20070801 ARMS No 360 360 358 510000.00 509975.00 First Lien 0.00 65040.30 0.00 663000.00 393 20070701 ARMS No 360 360 358 477496.00 476542.92 First Lien 0.00 0.00 596870.00 597000.00 394 20070701 ARMS No 360 360 357 493600.00 493600.00 First Lien 0.00 61638.30 617000.00 665000.00 395 20070801 ARMS No 360 360 358 530000.00 528886.86 First Lien 0.00 0.00 0.00 775000.00 396 20070701 ARMS No 360 360 356 540792.00 540792.00 First Lien 0.00 109172.39 675990.00 676000.00 397 20070801 ARMS No 360 360 356 634380.00 634380.00 First Lien 0.00 158595.00 792975.00 795000.00 398 20070701 ARMS No 360 360 357 645000.00 645000.00 First Lien 0.00 0.00 0.00 860000.00 399 20070701 ARMS No 360 360 358 495000.00 495000.00 First Lien 0.00 0.00 665000.00 665000.00 400 20070801 ARMS No 360 360 357 633600.00 632100.00 First Lien 0.00 0.00 792000.00 795000.00 401 20070701 ARMS No 360 360 357 550000.00 549099.43 First Lien 0.00 0.00 710231.00 710500.00 402 20070801 ARMS No 360 360 357 430000.00 429800.00 First Lien 0.00 0.00 0.00 555000.00 403 20070801 ARMS No 360 360 358 507960.00 507960.00 First Lien 0.00 63495.00 634950.00 651000.00 404 20070801 ARMS No 360 360 358 650000.00 650000.00 First Lien 0.00 71476.60 0.00 962000.00 405 20070801 ARMS No 360 360 358 580000.00 580000.00 First Lien 0.00 145000.00 725000.00 725000.00 406 20070801 ARMS No 360 360 357 1496000.00 1496000.00 First Lien 0.00 280500.00 1870000.00 1870000.00 407 20070801 ARMS No 360 360 358 500000.00 500000.00 First Lien 0.00 0.00 625000.00 630000.00 408 20070801 ARMS No 360 360 358 519840.00 519840.00 First Lien 0.00 64980.00 0.00 700000.00 409 20070801 ARMS No 360 360 358 519920.00 519920.00 First Lien 0.00 64900.00 649900.00 700000.00 410 20070801 ARMS No 360 360 357 510853.00 510710.73 First Lien 0.00 127709.93 643051.00 680000.00 411 20070801 ARMS No 360 360 358 725000.00 725000.00 First Lien 0.00 0.00 1025000.00 1025000.00 412 20070801 ARMS No 360 360 358 529056.00 529056.00 First Lien 0.00 66132.10 661321.00 665000.00 413 20070801 ARMS No 360 360 357 1000000.00 1000000.00 First Lien 0.00 0.00 0.00 1250000.00 414 20070701 ARMS No 360 360 357 642246.00 640271.96 First Lien 0.00 80280.80 802808.00 803000.00 415 20070801 ARMS No 360 360 358 1444000.00 1444000.00 First Lien 0.00 180500.00 1805000.00 1860000.00 416 20070801 ARMS No 360 360 358 1120000.00 1120000.00 First Lien 0.00 140000.00 1400000.00 1400000.00 417 20070801 ARMS No 360 360 357 1500000.00 1500000.00 First Lien 0.00 0.00 0.00 2850000.00 418 20070801 ARMS No 360 360 357 654000.00 654000.00 First Lien 0.00 81750.00 817500.00 820000.00 419 20070801 ARMS No 360 360 358 599200.00 599200.00 First Lien 0.00 0.00 749000.00 749000.00 420 20070801 ARMS No 360 360 357 496600.00 496600.00 First Lien 0.00 61954.64 620788.00 623000.00 421 20070701 ARMS No 360 360 357 680000.00 680000.00 First Lien 0.00 0.00 0.00 909000.00 422 20070801 ARMS No 360 360 360 240000.00 240000.00 First Lien 0.00 15000.00 0.00 300000.00 423 20070701 ARMS No 360 360 359 708000.00 708000.00 First Lien 0.00 88500.00 885000.00 899900.00 424 20070701 ARMS No 360 360 359 340000.00 340000.00 First Lien 0.00 63750.00 425000.00 495000.00 425 20070701 ARMS No 360 360 359 640000.00 640000.00 First Lien 0.00 0.00 0.00 800000.00 426 20070701 ARMS No 360 360 359 520300.00 520300.00 First Lien 0.00 164001.00 0.00 732000.00 427 20070701 ARMS No 360 360 358 480000.00 480000.00 First Lien 0.00 59950.00 600000.00 615000.00 428 20070701 ARMS No 360 360 359 1200000.00 1200000.00 First Lien 0.00 47000.00 0.00 1600000.00 429 20070801 ARMS No 360 360 359 480000.00 480000.00 First Lien 0.00 90000.00 600000.00 600000.00 430 20070801 ARMS No 360 360 359 860000.00 860000.00 First Lien 0.00 0.00 1075000.00 1075000.00 431 20070801 ARMS No 360 360 359 853000.00 853000.00 First Lien 0.00 0.00 0.00 1200000.00 432 20070801 ARMS No 360 360 359 553380.00 553380.00 First Lien 0.00 0.00 0.00 730000.00 433 20070801 ARMS No 360 360 359 588000.00 588000.00 First Lien 0.00 0.00 0.00 735000.00 434 20070801 ARMS No 360 360 359 760000.00 760000.00 First Lien 0.00 95000.00 950000.00 970000.00 435 20070801 ARMS No 360 360 359 660000.00 660000.00 First Lien 0.00 195035.00 950000.00 950000.00 436 20070801 ARMS No 360 360 359 704000.00 704000.00 First Lien 0.00 88000.00 880000.00 880000.00 437 20070701 ARMS No 360 360 359 640000.00 640000.00 First Lien 0.00 80000.00 0.00 800000.00 438 20070701 ARMS No 360 360 359 850000.00 850000.00 First Lien 0.00 162450.00 0.00 1125000.00 439 20070801 ARMS No 360 360 359 500000.00 498568.39 First Lien 0.00 58000.00 0.00 625000.00 440 20070801 ARMS No 360 360 359 716000.00 716000.00 First Lien 0.00 179000.00 895000.00 895000.00 441 20070801 ARMS No 360 360 359 460000.00 460000.00 First Lien 0.00 57500.00 0.00 575000.00 442 20070701 ARMS No 360 360 359 470000.00 470000.00 First Lien 0.00 0.00 0.00 650000.00 443 20070701 ARMS No 360 360 358 500000.00 500000.00 First Lien 0.00 0.00 0.00 740000.00 444 20070801 ARMS No 360 360 359 1200000.00 1198888.56 First Lien 0.00 75000.00 0.00 1500000.00 445 20070801 ARMS No 360 360 359 1000000.00 1000000.00 First Lien 0.00 0.00 0.00 1250000.00 446 20070801 ARMS No 360 360 359 479200.00 479188.66 First Lien 0.00 59900.00 599000.00 600000.00 447 20070901 ARMS No 360 360 359 570000.00 570000.00 First Lien 0.00 0.00 0.00 764000.00 448 20070801 ARMS No 360 360 359 504000.00 504000.00 First Lien 0.00 46998.00 0.00 630000.00 449 20070801 ARMS No 360 360 359 488000.00 488000.00 First Lien 0.00 91500.00 610000.00 610000.00 450 20070901 ARMS No 360 360 360 352000.00 352000.00 First Lien 0.00 0.00 0.00 440000.00 451 20070801 ARMS No 360 360 360 500000.00 500000.00 First Lien 0.00 93750.00 0.00 625000.00 452 20070901 ARMS No 360 360 360 576000.00 576000.00 First Lien 0.00 72000.00 0.00 725000.00 453 20070801 ARMS No 360 360 360 407000.00 407000.00 First Lien 0.00 0.00 0.00 700000.00 454 20070801 ARMS No 360 360 360 720000.00 720000.00 First Lien 0.00 0.00 0.00 900000.00 455 20070801 ARMS No 360 360 360 999999.00 999999.00 First Lien 0.00 0.00 1259000.00 1260000.00 456 20070801 ARMS No 360 360 360 742000.00 742000.00 First Lien 0.00 0.00 0.00 930000.00 457 20070801 ARMS No 360 360 360 253500.00 253500.00 First Lien 0.00 0.00 390000.00 400000.00 458 20070801 ARMS No 360 360 351 563500.00 558226.91 First Lien 0.00 0.00 0.00 725000.00 459 20070801 ARMS No 360 360 358 650000.00 648671.34 First Lien 0.00 143000.00 835000.00 835000.00 460 20070901 ARMS No 360 360 358 540000.00 540000.00 First Lien 0.00 0.00 675000.00 675000.00 461 20070801 ARMS No 360 360 358 1120000.00 1120000.00 First Lien 0.00 200000.00 1400000.00 1462000.00 462 20070801 ARMS No 360 360 358 650000.00 650000.00 First Lien 0.00 175000.00 0.00 1100000.00 463 20070801 ARMS No 360 360 358 536000.00 534878.08 First Lien 0.00 0.00 670000.00 678000.00 464 20070701 ARMS No 360 360 357 209500.00 209133.90 First Lien 0.00 0.00 0.00 350000.00 465 20070801 ARMS No 360 360 360 536000.00 536000.00 First Lien 0.00 100500.00 670000.00 674000.00 466 20070801 ARMS No 360 360 360 208050.00 208050.00 First Lien 0.00 0.00 219000.00 222000.00 467 20070801 ARMS No 360 360 360 549000.00 549000.00 First Lien 0.00 0.00 0.00 610000.00 468 20070801 ARMS No 360 360 360 253000.00 253000.00 First Lien 0.00 0.00 0.00 316500.00 469 20070801 ARMS No 360 360 360 376000.00 376000.00 First Lien 0.00 41000.00 0.00 470000.00 470 20070901 ARMS No 360 360 360 1205000.00 1205000.00 First Lien 0.00 0.00 0.00 1740000.00 471 20070801 ARMS No 360 360 360 308800.00 308800.00 First Lien 0.00 57900.00 0.00 386000.00 472 20070801 ARMS No 360 360 360 668500.00 668500.00 First Lien 0.00 144818.00 0.00 915000.00 473 20070701 ARMS No 360 360 358 639200.00 639200.00 First Lien 0.00 0.00 0.00 814500.00 474 20070801 ARMS No 360 360 358 492000.00 492000.00 First Lien 0.00 0.00 615000.00 615000.00 475 20070801 ARMS No 360 360 358 650000.00 649000.00 First Lien 0.00 124012.00 860000.00 975000.00 476 20070701 ARMS No 360 360 358 435000.00 435000.00 First Lien 0.00 53955.00 0.00 545000.00 477 20070801 ARMS No 360 360 358 960000.00 960000.00 First Lien 0.00 84000.00 0.00 1200000.00 478 20070701 ARMS No 360 360 358 680000.00 680000.00 First Lien 0.00 85000.00 0.00 850000.00 479 20070801 ARMS No 360 360 359 650000.00 650000.00 First Lien 0.00 0.00 1170000.00 1180000.00 480 20070801 ARMS No 360 360 358 592000.00 591900.00 First Lien 0.00 0.00 740000.00 765000.00 481 20070801 ARMS No 360 360 358 680000.00 680000.00 First Lien 0.00 156984.00 0.00 930000.00 482 20070801 ARMS No 360 360 358 700000.00 700000.00 First Lien 0.00 200000.00 0.00 1000000.00 483 20070801 ARMS No 360 360 358 638520.00 638512.14 First Lien 0.00 149981.00 0.00 830000.00 484 20070801 ARMS No 360 360 358 592000.00 591982.00 First Lien 0.00 56980.00 0.00 740000.00 485 20070701 ARMS No 360 360 358 475000.00 475000.00 First Lien 0.00 0.00 0.00 635000.00 486 20070801 ARMS No 360 360 358 711000.00 711000.00 First Lien 0.00 0.00 889000.00 889000.00 487 20070801 ARMS No 360 360 358 732000.00 732000.00 First Lien 0.00 137250.00 915000.00 915000.00 488 20070801 ARMS No 360 360 358 650000.00 650000.00 First Lien 0.00 0.00 0.00 900000.00 489 20070801 ARMS No 360 360 358 532500.00 532500.00 First Lien 0.00 0.00 0.00 710000.00 490 20070801 ARMS No 360 360 358 773000.00 773000.00 First Lien 0.00 0.00 0.00 1120000.00 491 20070801 ARMS No 360 360 358 590000.00 590000.00 First Lien 0.00 147500.00 737500.00 737500.00 492 20070801 ARMS No 360 360 358 905000.00 905000.00 First Lien 0.00 0.00 0.00 1260000.00 493 20070801 ARMS No 360 360 358 670000.00 669847.31 First Lien 0.00 0.00 0.00 900000.00 494 20070701 ARMS No 360 360 358 721500.00 721500.00 First Lien 0.00 0.00 0.00 940000.00 495 20070801 ARMS No 360 360 358 845000.00 845000.00 First Lien 0.00 0.00 1276000.00 1300000.00 496 20070801 ARMS No 360 360 358 1231500.00 1231500.00 First Lien 0.00 0.00 0.00 1550000.00 497 20070801 ARMS No 360 360 358 1181250.00 1181250.00 First Lien 0.00 0.00 1575000.00 1575000.00 498 20070701 ARMS No 360 360 358 980000.00 980000.00 First Lien 0.00 0.00 0.00 1225000.00 499 20070901 ARMS No 360 360 358 700000.00 205166.37 First Lien 0.00 0.00 2340000.00 2340000.00 500 20070701 ARMS No 360 360 358 660000.00 660000.00 First Lien 0.00 67980.00 0.00 825000.00 501 20070801 ARMS No 360 360 358 600000.00 600000.00 First Lien 0.00 0.00 0.00 840000.00 502 20070801 ARMS No 360 360 358 580000.00 580000.00 First Lien 0.00 0.00 725000.00 725000.00 503 20070701 ARMS No 360 360 358 508000.00 507999.58 First Lien 0.00 127000.00 635000.00 635000.00 504 20070701 ARMS No 360 360 354 1000000.00 999682.29 First Lien 0.00 299970.00 1650000.00 1650000.00 505 20070701 ARMS No 360 360 356 999000.00 799595.74 First Lien 0.00 0.00 1350000.00 1350000.00 506 20070801 ARMS No 360 360 357 784000.00 784000.00 First Lien 0.00 0.00 0.00 1140170.00 507 20070801 ARMS No 360 360 354 417500.00 417488.72 First Lien 0.00 0.00 0.00 825000.00 508 20070801 ARMS No 360 360 358 560000.00 560000.00 First Lien 0.00 0.00 700000.00 700000.00 509 20070801 ARMS No 360 360 357 430000.00 428739.77 First Lien 0.00 0.00 0.00 615000.00 510 20070801 ARMS No 360 360 358 600000.00 600000.00 First Lien 0.00 0.00 0.00 900000.00 511 20070801 ARMS No 360 360 358 584000.00 584000.00 First Lien 0.00 0.00 730000.00 730000.00 512 20070801 ARMS No 360 360 358 999999.00 999999.00 First Lien 0.00 0.00 1350000.00 1350000.00 513 20070801 ARMS No 360 360 358 1218750.00 1218750.00 First Lien 0.00 0.00 1625000.00 1700000.00 514 20070801 ARMS No 360 360 358 688000.00 688000.00 First Lien 0.00 84710.00 860000.00 860000.00 515 20070801 ARMS No 360 360 358 448000.00 448000.00 First Lien 0.00 56000.00 0.00 560000.00 516 20070801 ARMS No 360 360 356 435050.00 435050.00 First Lien 0.00 81472.18 543873.00 544000.00 517 20070801 ARMS No 360 360 358 840000.00 840000.00 First Lien 0.00 0.00 1050000.00 1050000.00 518 20070801 ARMS No 360 360 358 476044.00 476044.00 First Lien 0.00 0.00 595055.00 595500.00 519 20070801 ARMS No 360 360 358 430000.00 430000.00 First Lien 0.00 199990.00 0.00 700000.00 520 20070801 ARMS No 360 360 357 504000.00 504000.00 First Lien 0.00 0.00 630000.00 637000.00 521 20070801 ARMS No 360 360 358 650000.00 650000.00 First Lien 0.00 0.00 0.00 1030000.00 522 20070801 ARMS No 360 360 358 568000.00 568000.00 First Lien 0.00 142000.00 710000.00 710000.00 523 20070801 ARMS No 360 360 358 554000.00 554000.00 First Lien 0.00 53530.25 692500.00 693000.00 524 20070701 ARMS No 360 360 358 650000.00 650000.00 First Lien 0.00 0.00 913750.00 915000.00 525 20070801 ARMS No 360 360 358 513500.00 511645.50 First Lien 0.00 0.00 0.00 714000.00 526 20070801 ARMS No 360 360 358 520000.00 520000.00 First Lien 0.00 130000.00 650000.00 650000.00 527 20070801 ARMS No 360 360 358 437000.00 437000.00 First Lien 0.00 0.00 0.00 555000.00 528 20070701 ARMS No 360 360 358 430500.00 430500.00 First Lien 0.00 0.00 0.00 820000.00 529 20070901 ARMS No 360 360 358 488000.00 488000.00 First Lien 0.00 61000.00 610000.00 610000.00 530 20070801 ARMS No 360 360 358 470000.00 470000.00 First Lien 0.00 81872.00 0.00 680000.00 531 20070701 ARMS No 360 360 358 1000000.00 1000000.00 First Lien 0.00 157411.17 0.00 1286039.00 532 20070801 ARMS No 360 360 358 860000.00 860000.00 First Lien 0.00 0.00 1075000.00 1100000.00 533 20070801 ARMS No 360 360 358 850000.00 650000.00 First Lien 0.00 0.00 1300000.00 1300000.00 534 20070801 ARMS No 360 360 358 540000.00 540000.00 First Lien 0.00 92002.50 0.00 675000.00 535 20070801 ARMS No 360 360 358 607000.00 607000.00 First Lien 0.00 0.00 0.00 1100000.00 536 20070801 ARMS No 360 360 357 749850.00 749850.00 First Lien 0.00 93737.30 937373.00 950000.00 537 20070801 ARMS No 360 360 358 584000.00 584000.00 First Lien 0.00 146000.00 0.00 730000.00 538 20070801 ARMS No 360 360 358 420000.00 420000.00 First Lien 0.00 52500.00 525000.00 525000.00 539 20070701 ARMS No 360 360 358 529000.00 529000.00 First Lien 0.00 0.00 0.00 670000.00 540 20070801 ARMS No 360 360 358 510000.00 510000.00 First Lien 0.00 0.00 0.00 680000.00 541 20070801 ARMS No 360 360 358 552000.00 552000.00 First Lien 0.00 138000.00 690000.00 720000.00 542 20070801 ARMS No 360 360 358 550000.00 550000.00 First Lien 0.00 0.00 740000.00 740000.00 543 20070801 ARMS No 360 360 358 440000.00 440000.00 First Lien 0.00 55000.00 550000.00 551000.00 544 20070801 ARMS No 360 360 359 504000.00 504000.00 First Lien 0.00 0.00 0.00 630000.00 545 20070801 ARMS No 360 360 358 2000000.00 2000000.00 First Lien 0.00 250000.00 0.00 2900000.00 546 20070801 ARMS No 360 360 358 620500.00 619500.00 First Lien 0.00 0.00 0.00 860000.00 547 20070801 ARMS No 360 360 358 439000.00 439000.00 First Lien 0.00 65016.00 0.00 560000.00 548 20070801 ARMS No 360 360 358 1000000.00 1000000.00 First Lien 0.00 110000.00 1260000.00 1300000.00 549 20070801 ARMS No 360 360 359 625000.00 625000.00 First Lien 0.00 0.00 821990.00 822000.00 550 20070801 ARMS No 360 360 358 900000.00 899994.73 First Lien 0.00 0.00 0.00 1300000.00 551 20070801 ARMS No 360 360 358 541000.00 541000.00 First Lien 0.00 0.00 741000.00 741000.00 552 20070801 ARMS No 360 360 359 622500.00 622500.00 First Lien 0.00 97520.00 0.00 800000.00 553 20070801 ARMS No 360 360 358 639200.00 639200.00 First Lien 0.00 0.00 0.00 810000.00 554 20070701 ARMS No 360 360 358 525000.00 525000.00 First Lien 0.00 0.00 0.00 1100000.00 555 20070801 ARMS No 360 360 358 948000.00 882874.67 First Lien 0.00 0.00 1185000.00 1190000.00 556 20070801 ARMS No 360 360 358 467500.00 466692.71 First Lien 0.00 40014.50 0.00 955000.00 557 20070801 ARMS No 360 360 359 723200.00 723200.00 First Lien 0.00 90400.00 904000.00 904000.00 558 20070801 ARMS No 360 360 358 800000.00 800000.00 First Lien 0.00 12500.00 0.00 1000000.00 559 20070801 ARMS No 360 360 358 700000.00 700000.00 First Lien 0.00 190971.00 990000.00 990000.00 560 20070801 ARMS No 360 360 358 532000.00 530865.21 First Lien 0.00 99750.00 0.00 665000.00 561 20070801 ARMS No 360 360 358 763900.00 763900.00 First Lien 0.00 190884.51 954900.00 955000.00 562 20070801 ARMS No 360 360 358 1169000.00 1169000.00 First Lien 0.00 0.00 1670000.00 1670000.00 563 20070801 ARMS No 360 360 359 530000.00 530000.00 First Lien 0.00 0.00 0.00 760000.00 564 20070801 ARMS No 360 360 358 1680000.00 1680000.00 First Lien 0.00 273000.00 0.00 2240000.00 565 20070801 ARMS No 360 360 358 502000.00 500519.14 First Lien 0.00 0.00 0.00 744000.00 566 20070801 ARMS No 360 360 358 538000.00 536976.38 First Lien 0.00 199998.00 738000.00 738000.00 567 20070901 ARMS No 360 360 358 612000.00 612000.00 First Lien 0.00 76500.00 765000.00 765000.00 568 20070801 ARMS No 360 360 359 624000.00 624000.00 First Lien 0.00 46020.00 0.00 780000.00 569 20070801 ARMS No 360 360 359 480000.00 480000.00 First Lien 0.00 120000.00 600000.00 600000.00 570 20070801 ARMS No 360 360 358 520000.00 520000.00 First Lien 0.00 97500.00 650000.00 650000.00 571 20070801 ARMS No 360 360 358 468800.00 468800.00 First Lien 0.00 117200.00 586000.00 590000.00 572 20070801 ARMS No 360 360 358 480000.00 480000.00 First Lien 0.00 0.00 600000.00 605000.00 573 20070801 ARMS No 360 360 358 569000.00 569000.00 First Lien 0.00 0.00 769000.00 770000.00 574 20070801 ARMS No 360 360 358 956250.00 956250.00 First Lien 0.00 0.00 1275000.00 1289000.00 575 20070701 ARMS No 360 360 358 1000000.00 1000000.00 First Lien 0.00 250015.00 0.00 1550000.00 576 20070801 ARMS No 360 360 358 464000.00 464000.00 First Lien 0.00 58000.00 580000.00 580000.00 577 20070801 ARMS No 360 360 359 555200.00 555200.00 First Lien 0.00 69400.00 694000.00 694000.00 578 20070701 ARMS No 360 360 357 440000.00 440000.00 First Lien 0.00 0.00 550000.00 558000.00 579 20070701 ARMS No 360 360 357 440000.00 440000.00 First Lien 0.00 55000.00 550000.00 550000.00 580 20070801 ARMS No 360 360 358 705600.00 705600.00 First Lien 0.00 0.00 882000.00 915000.00 581 20070801 ARMS No 360 360 357 448000.00 446655.33 First Lien 0.00 0.00 640000.00 640000.00 582 20070701 ARMS No 360 360 355 484000.00 484000.00 First Lien 0.00 121000.00 605000.00 610000.00 583 20070801 ARMS No 360 360 358 3000000.00 3000000.00 First Lien 0.00 0.00 0.00 4700000.00 584 20070701 ARMS No 360 360 358 500000.00 499999.70 First Lien 0.00 0.00 1165000.00 1275000.00 585 20070701 ARMS No 360 360 358 516450.00 516450.00 First Lien 0.00 64557.20 645572.00 655000.00 586 20070801 ARMS No 360 360 359 1990000.00 1988156.87 First Lien 0.00 0.00 0.00 4400000.00 587 20070701 ARMS No 360 360 359 423200.00 423200.00 First Lien 0.00 0.00 529000.00 529000.00 588 20070701 ARMS No 360 360 359 440000.00 440000.00 First Lien 0.00 25025.00 0.00 550000.00 589 20070801 ARMS No 480 480 479 454500.00 454255.84 First Lien 0.00 40020.00 0.00 575000.00 590 20070801 ARMS No 360 360 359 472500.00 472500.00 First Lien 0.00 0.00 630000.00 635000.00 591 20070801 ARMS No 360 360 359 668800.00 668800.00 First Lien 0.00 125400.00 836000.00 836000.00 592 20070801 ARMS No 360 360 359 489600.00 489600.00 First Lien 0.00 91800.00 612000.00 612000.00 593 20070801 ARMS No 360 360 359 695000.00 695000.00 First Lien 0.00 0.00 895000.00 900000.00 594 20070801 ARMS No 360 360 359 892500.00 892500.00 First Lien 0.00 0.00 1275000.00 1275000.00 595 20070801 ARMS No 360 360 359 736000.00 736000.00 First Lien 0.00 0.00 0.00 1450000.00 596 20070801 ARMS No 360 360 359 464800.00 464409.51 First Lien 0.00 116200.00 581000.00 581000.00 597 20070801 ARMS No 360 360 359 447630.00 447630.00 First Lien 0.00 111907.60 559538.00 560000.00 598 20070801 ARMS No 360 360 358 567950.00 567950.00 First Lien 0.00 0.00 710000.00 720000.00 599 20070801 ARMS No 360 360 358 471200.00 471200.00 First Lien 0.00 0.00 589000.00 589000.00 600 20070801 ARMS No 360 360 358 472000.00 472000.00 First Lien 0.00 0.00 590000.00 590000.00 601 20070801 ARMS No 360 360 358 454000.00 454000.00 First Lien 0.00 0.00 0.00 625000.00 602 20070801 ARMS No 360 360 359 637600.00 637600.00 First Lien 0.00 40009.40 0.00 797000.00 603 20070801 ARMS No 360 360 358 446000.00 446000.00 First Lien 0.00 89488.00 0.00 595000.00 604 20070801 ARMS No 360 360 359 650000.00 650000.00 First Lien 0.00 0.00 0.00 1000000.00 605 20070801 ARMS No 360 360 359 427200.00 427200.00 First Lien 0.00 80100.00 0.00 534000.00 606 20070901 ARMS No 480 480 479 500000.00 500000.00 First Lien 0.00 0.00 0.00 625000.00 607 20070901 ARMS No 360 360 359 624000.00 624000.00 First Lien 0.00 0.00 0.00 800000.00 608 20070801 ARMS No 360 360 359 680000.00 680000.00 First Lien 0.00 0.00 0.00 850000.00 609 20070801 ARMS No 360 360 359 1261400.00 817969.79 First Lien 0.00 0.00 1681875.00 1780000.00 610 20070801 ARMS No 360 360 359 486000.00 486000.00 First Lien 0.00 0.00 0.00 620000.00 611 20070801 ARMS No 360 360 359 500000.00 498917.55 First Lien 0.00 0.00 0.00 625000.00 612 20070701 ARMS No 360 360 359 508000.00 508000.00 First Lien 0.00 88011.00 0.00 635000.00 613 20070801 ARMS No 360 360 359 512000.00 509280.00 First Lien 0.00 64000.00 640000.00 648000.00 614 20070801 ARMS No 360 360 359 502800.00 502800.00 First Lien 0.00 31425.00 0.00 628500.00 615 20070801 ARMS No 360 360 359 650000.00 650000.00 First Lien 0.00 0.00 850000.00 850000.00 616 20070801 ARMS No 360 360 358 452000.00 452000.00 First Lien 0.00 0.00 565000.00 565000.00 617 20070701 ARMS No 360 360 358 708000.00 707878.88 First Lien 0.00 0.00 0.00 885000.00 618 20070801 ARMS No 360 360 358 940000.00 940000.00 First Lien 0.00 159447.50 0.00 1175000.00 619 20070801 ARMS No 360 360 359 864000.00 864000.00 First Lien 0.00 216000.00 1080000.00 1080000.00 620 20070801 ARMS No 360 360 359 1112800.00 1112800.00 First Lien 0.00 278200.00 1391000.00 1450000.00 621 20070801 ARMS No 360 360 359 620000.00 619506.25 First Lien 0.00 0.00 985000.00 1000000.00 622 20070701 ARMS No 360 360 359 1000000.00 1000000.00 First Lien 0.00 195902.46 1299950.00 1300000.00 623 20070801 ARMS No 360 360 359 452000.00 452000.00 First Lien 0.00 113000.00 0.00 565000.00 624 20070801 ARMS No 360 360 359 1000000.00 1000000.00 First Lien 0.00 0.00 1350000.00 1350000.00 625 20070801 ARMS No 360 360 359 804000.00 804000.00 First Lien 0.00 100500.00 1005000.00 1005000.00 626 20070801 ARMS No 360 360 359 580000.00 580000.00 First Lien 0.00 50025.00 0.00 725000.00 627 20070801 ARMS No 360 360 358 474588.00 474588.00 First Lien 0.00 0.00 593235.00 685000.00 628 20070801 ARMS No 360 360 358 495000.00 495000.00 First Lien 0.00 0.00 0.00 715000.00 629 20070801 ARMS No 360 360 358 628656.00 628654.74 First Lien 0.00 157164.00 785820.00 786000.00 630 20070801 ARMS No 360 360 359 603612.00 603612.00 First Lien 0.00 75451.50 754515.00 769000.00 LOAN_SEQ LOAN_TO_VALUE COMBO_LTV MI MTG_INS MI_PCT CURRENT_GROSS_COUPON SERV_FEE MSERV LPMI TRUSTEE_FEE TOTAL_STRIP CURRENT_NET_COUPON PAYMENT -------- ------------- --------- -- ------- ------ -------------------- -------- ----- ---- ----------- ----------- ------------------ ------- 1 75.00 75.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 2939.84 2 80.00 80.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3447.36 3 80.00 90.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 3599.58 4 79.88 94.85 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 2645.83 5 42.86 60.71 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 2999.97 6 80.00 89.99 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 3279.91 7 78.35 78.35 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 4995.00 8 80.00 100.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 2622.34 9 75.00 75.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3320.31 10 80.00 100.00 No MI NO MI 0 7.875 0.175 0.000 0.000 0.015 0.190 7.685 2834.48 11 57.65 57.65 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 2552.08 12 80.00 80.00 No MI NO MI 0 5.625 0.175 0.000 0.000 0.015 0.190 5.435 2062.50 13 58.82 58.82 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 5312.50 14 32.26 32.26 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 3317.71 15 80.00 100.00 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 2200.00 16 80.00 100.00 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 4995.00 17 80.00 100.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 2549.96 18 75.09 75.09 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3558.75 19 80.00 90.00 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2812.50 20 80.00 80.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 3470.83 21 80.00 94.47 No MI NO MI 0 5.125 0.175 0.000 0.000 0.015 0.190 4.935 3211.24 22 77.38 77.38 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 4270.04 23 79.90 89.87 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 2692.08 24 80.00 95.00 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 3492.60 25 80.00 90.00 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2947.50 26 74.42 74.42 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2905.72 27 80.00 90.00 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2677.50 28 80.00 93.87 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 3139.58 29 80.00 80.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 2695.00 30 52.17 52.17 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3320.42 31 70.17 87.57 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 4455.31 32 80.00 80.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 5079.17 33 80.00 100.00 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 3300.00 34 67.67 67.67 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 4968.75 35 76.47 100.00 No MI NO MI 0 7.875 0.175 0.000 0.000 0.015 0.190 7.685 4265.63 36 44.00 44.00 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 3151.04 37 80.00 95.00 No MI NO MI 0 7.375 0.175 0.000 0.000 0.015 0.190 7.185 3933.33 38 80.00 90.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 4225.00 39 80.00 90.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 4019.17 40 80.00 100.00 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 2607.92 41 80.00 87.75 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 2600.00 42 79.59 79.59 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 2879.78 43 80.00 86.86 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2754.00 44 80.00 80.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3683.33 45 80.00 90.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 3841.87 46 80.00 80.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3041.67 47 80.00 90.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3423.33 48 79.28 79.28 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 4348.13 49 79.79 94.75 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2515.50 50 75.28 75.28 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3629.17 51 80.00 100.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3336.67 52 80.00 90.00 No MI NO MI 0 7.000 0.175 0.000 0.000 0.015 0.190 6.810 3205.21 53 15.48 15.48 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 3317.71 54 80.00 90.00 No MI NO MI 0 7.250 0.175 0.000 0.000 0.015 0.190 7.060 5147.50 55 80.00 80.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3244.12 56 80.00 90.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 4306.25 57 80.00 100.00 No MI NO MI 0 4.875 0.175 0.000 0.000 0.015 0.190 4.685 1771.25 58 65.63 78.19 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 2329.19 59 80.00 97.00 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2632.77 60 80.00 80.00 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 4230.00 61 75.00 87.30 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 8281.25 62 80.00 80.00 No MI NO MI 0 7.000 0.175 0.000 0.000 0.015 0.190 6.810 2800.00 63 80.00 90.00 No MI NO MI 0 7.000 0.175 0.000 0.000 0.015 0.190 6.810 2800.00 64 61.40 61.40 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3187.71 65 80.00 90.00 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2429.55 66 81.58 81.58 Radian Guaranty BPMI 12 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3358.33 67 66.67 66.67 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 4500.28 68 78.43 95.00 No MI NO MI 0 7.250 0.175 0.000 0.000 0.015 0.190 7.060 3020.83 69 35.14 45.95 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 4215.89 70 80.00 80.00 No MI NO MI 0 7.375 0.175 0.000 0.000 0.015 0.190 7.185 4744.58 71 52.32 52.32 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 5281.07 72 78.85 78.85 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2816.34 73 80.00 80.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3029.00 74 80.00 90.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 2990.00 75 80.00 86.90 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 2658.33 76 80.00 90.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 2495.42 77 74.07 90.00 No MI NO MI 0 7.000 0.175 0.000 0.000 0.015 0.190 6.810 5833.33 78 80.00 99.74 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 3356.67 79 80.00 80.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3437.50 80 80.00 100.00 No MI NO MI 0 7.125 0.175 0.000 0.000 0.015 0.190 6.935 5533.75 81 80.00 84.39 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 3487.50 82 75.12 75.12 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 4582.76 83 80.00 100.00 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 3758.33 84 69.91 69.91 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2587.50 85 80.00 80.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 3798.33 86 80.00 89.61 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 2753.26 87 80.00 80.00 No MI NO MI 0 7.375 0.175 0.000 0.000 0.015 0.190 7.185 4914.21 88 83.90 83.90 MGIC BPMI 12 6.250 0.175 0.000 0.000 0.015 0.190 6.060 2184.90 89 74.79 74.79 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 2587.98 90 80.00 90.00 No MI NO MI 0 7.125 0.175 0.000 0.000 0.015 0.190 6.935 5035.00 91 80.00 80.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3323.67 92 80.00 89.99 No MI NO MI 0 7.000 0.175 0.000 0.000 0.015 0.190 6.810 3570.00 93 37.53 37.53 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 4329.67 94 80.00 80.00 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2949.75 95 55.56 55.56 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3160.34 96 74.03 74.03 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 3206.25 97 80.00 95.00 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2452.50 98 80.00 80.00 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 3759.21 99 80.00 90.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3813.33 100 80.00 95.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 2494.98 101 80.00 90.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 2838.33 102 80.00 80.00 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 3403.13 103 80.00 100.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 2309.64 104 80.00 100.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 2807.67 105 80.00 100.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 2549.79 106 70.00 70.00 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 2506.51 107 80.00 94.99 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2532.94 108 90.00 90.00 Republic MIC BPMI 25 6.875 0.175 0.000 0.000 0.015 0.190 6.685 2784.38 109 80.00 95.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 2443.75 110 74.10 74.10 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 5244.79 111 76.49 76.49 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 4194.84 112 80.00 90.00 No MI NO MI 0 7.500 0.175 0.000 0.000 0.015 0.190 7.310 4725.00 113 80.00 90.00 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 2239.60 114 70.65 70.65 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3385.42 115 70.28 70.28 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 6523.03 116 80.00 80.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 3837.93 117 73.86 90.00 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 3723.96 118 80.00 80.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3324.87 119 67.77 67.77 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 2835.87 120 75.00 80.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 3062.50 121 77.61 77.61 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 2545.83 122 73.80 81.19 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 5208.33 123 80.00 80.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3740.00 124 76.00 95.00 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2811.24 125 76.92 76.92 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 2734.25 126 80.00 100.00 No MI NO MI 0 7.375 0.175 0.000 0.000 0.015 0.190 7.185 2694.33 127 80.00 80.00 No MI NO MI 0 8.750 0.175 0.000 0.000 0.015 0.190 8.560 7000.00 128 80.00 95.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 3307.50 129 70.00 70.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 2369.79 130 46.76 46.76 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 4389.06 131 80.00 80.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 2881.67 132 72.27 72.27 No MI NO MI 0 7.375 0.175 0.000 0.000 0.015 0.190 7.185 5490.87 133 80.00 89.98 No MI NO MI 0 5.000 0.175 0.000 0.000 0.015 0.190 4.810 1823.23 134 70.35 70.35 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2374.31 135 80.00 80.00 No MI NO MI 0 5.125 0.175 0.000 0.000 0.015 0.190 4.935 2492.34 136 80.00 80.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3817.69 137 80.00 90.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 2606.56 138 80.00 90.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 2604.17 139 80.00 87.47 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 4644.79 140 80.00 90.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3211.00 141 80.00 100.00 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2429.39 142 80.00 90.00 No MI NO MI 0 5.625 0.175 0.000 0.000 0.015 0.190 5.435 2249.96 143 51.76 51.76 No MI NO MI 0 5.250 0.175 0.000 0.000 0.015 0.190 5.060 4812.50 144 80.00 80.00 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 2976.67 145 80.00 90.00 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2599.81 146 70.11 91.75 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 2446.51 147 80.00 80.00 No MI NO MI 0 5.625 0.175 0.000 0.000 0.015 0.190 5.435 2381.25 148 64.18 64.18 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 5104.16 149 80.00 80.00 No MI NO MI 0 5.625 0.175 0.000 0.000 0.015 0.190 5.435 3337.50 150 63.65 63.65 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 2721.35 151 80.00 80.00 No MI NO MI 0 7.000 0.175 0.000 0.000 0.015 0.190 6.810 2914.02 152 80.00 80.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 2266.25 153 80.00 90.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 2838.76 154 80.00 80.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3033.33 155 70.59 70.59 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3125.00 156 80.00 100.00 No MI NO MI 0 7.625 0.175 0.000 0.000 0.015 0.190 7.435 3507.50 157 80.00 95.00 No MI NO MI 0 7.625 0.175 0.000 0.000 0.015 0.190 7.435 3075.42 158 80.00 95.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 2656.25 159 80.00 95.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 2660.67 160 80.00 90.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3208.33 161 80.00 90.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 2747.17 162 80.00 80.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3033.93 163 80.00 90.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3503.65 164 86.83 86.83 United Guaranty BPMI 25 5.000 0.175 0.000 0.000 0.015 0.190 4.810 1812.50 165 80.00 100.00 No MI NO MI 0 4.875 0.175 0.000 0.000 0.015 0.190 4.685 1967.76 166 77.72 77.72 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3278.65 167 57.32 57.32 No MI NO MI 0 5.500 0.175 0.000 0.000 0.015 0.190 5.310 7346.63 168 64.91 64.91 No MI NO MI 0 6.375 0.375 0.000 0.000 0.015 0.390 5.985 5689.69 169 69.99 69.99 No MI NO MI 0 6.375 0.375 0.000 0.000 0.015 0.390 5.985 1115.10 170 63.21 63.21 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 5333.33 171 80.00 80.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3230.00 172 79.15 79.15 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3648.42 173 93.09 93.09 PMI BPMI 30 6.875 0.175 0.000 0.000 0.015 0.190 6.685 3346.58 174 80.00 95.00 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 3154.10 175 80.00 80.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 2847.50 176 80.00 90.00 No MI NO MI 0 5.750 0.175 0.000 0.000 0.015 0.190 5.560 5672.33 177 80.00 80.00 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 2658.33 178 80.00 85.08 No MI NO MI 0 7.625 0.175 0.000 0.000 0.015 0.190 7.435 3227.92 179 79.52 79.52 No MI NO MI 0 7.000 0.175 0.000 0.000 0.015 0.190 6.810 3850.00 180 80.00 80.00 No MI NO MI 0 7.125 0.175 0.000 0.000 0.015 0.190 6.935 3515.00 181 80.00 80.00 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 4254.80 182 48.85 57.46 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 3638.02 183 80.00 100.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 2437.03 184 80.00 80.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3229.17 185 43.48 63.04 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 2760.42 186 76.74 76.74 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 2835.94 187 89.11 89.11 Republic MIC LPMI 25 6.750 0.175 0.000 0.490 0.015 0.680 6.070 2531.25 188 80.00 95.00 No MI NO MI 0 7.000 0.175 0.000 0.000 0.015 0.190 6.810 2520.00 189 70.35 70.35 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 7301.25 190 55.66 55.66 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 6887.53 191 15.95 15.95 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 3312.50 192 80.00 95.00 No MI NO MI 0 7.000 0.175 0.000 0.000 0.015 0.190 6.810 3033.33 193 28.99 28.99 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2812.50 194 56.98 56.98 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 8814.38 195 80.00 80.00 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 2979.17 196 80.00 80.00 No MI NO MI 0 5.500 0.175 0.000 0.000 0.015 0.190 5.310 4102.31 197 77.50 77.50 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 2567.19 198 79.14 79.14 No MI NO MI 0 6.250 0.375 0.000 0.000 0.015 0.390 5.860 1383.83 199 80.00 80.00 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 2497.92 200 72.95 72.95 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 3050.78 201 66.47 75.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 3486.41 202 75.00 90.00 No MI NO MI 0 7.250 0.175 0.000 0.000 0.015 0.190 7.060 4757.81 203 74.97 89.56 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 3414.58 204 73.50 73.50 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 5396.89 205 79.31 79.31 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 2875.00 206 80.00 80.00 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 3465.00 207 80.00 100.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 2954.75 208 68.81 68.81 No MI NO MI 0 7.000 0.175 0.000 0.000 0.015 0.190 6.810 5419.17 209 75.95 75.95 No MI NO MI 0 5.750 0.375 0.000 0.000 0.015 0.390 5.360 2181.17 210 80.00 90.00 No MI NO MI 0 5.625 0.375 0.000 0.000 0.015 0.390 5.235 2850.00 211 79.27 86.59 No MI NO MI 0 6.750 0.375 0.000 0.000 0.015 0.390 6.360 3656.25 212 80.00 95.00 No MI NO MI 0 6.250 0.375 0.000 0.000 0.015 0.390 5.860 2750.00 213 70.00 70.00 No MI NO MI 0 6.500 0.375 0.000 0.000 0.015 0.390 6.110 2411.31 214 80.00 90.00 No MI NO MI 0 6.625 0.375 0.000 0.000 0.015 0.390 6.235 1236.67 215 75.00 75.00 No MI NO MI 0 5.875 0.375 0.000 0.000 0.015 0.390 5.485 807.81 216 76.22 87.33 No MI NO MI 0 6.000 0.375 0.000 0.000 0.015 0.390 5.610 3430.00 217 56.17 69.75 No MI NO MI 0 5.750 0.375 0.000 0.000 0.015 0.390 5.360 2179.87 218 77.73 77.73 No MI NO MI 0 6.500 0.375 0.000 0.000 0.015 0.390 6.110 1852.50 219 72.15 72.15 No MI NO MI 0 6.250 0.375 0.000 0.000 0.015 0.390 5.860 2421.88 220 80.00 85.28 No MI NO MI 0 7.125 0.375 0.000 0.000 0.015 0.390 6.735 4085.43 221 80.00 90.00 No MI NO MI 0 7.125 0.375 0.000 0.000 0.015 0.390 6.735 2921.25 222 73.57 73.57 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 2630.00 223 80.00 80.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 3140.08 224 65.00 89.93 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3517.31 225 79.99 79.99 No MI NO MI 0 7.000 0.175 0.000 0.000 0.015 0.190 6.810 3359.42 226 70.92 70.92 No MI NO MI 0 5.250 0.175 0.000 0.000 0.015 0.190 5.060 2187.50 227 68.55 68.55 No MI NO MI 0 5.250 0.175 0.000 0.000 0.015 0.190 5.060 2279.38 228 80.00 89.99 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 2461.19 229 74.47 74.47 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 3937.50 230 39.63 39.63 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 5631.25 231 80.00 80.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 2337.50 232 80.00 87.88 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 3781.25 233 63.77 63.77 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 2781.10 234 80.00 90.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3640.71 235 55.56 55.56 No MI NO MI 0 5.625 0.175 0.000 0.000 0.015 0.190 5.435 2929.69 236 75.00 75.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3415.44 237 80.00 90.00 No MI NO MI 0 5.750 0.175 0.000 0.000 0.015 0.190 5.560 2227.17 238 75.17 75.17 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2663.85 239 79.98 79.98 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 3311.84 240 62.24 62.24 No MI NO MI 0 5.750 0.175 0.000 0.000 0.015 0.190 5.560 3578.89 241 29.28 29.28 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3577.97 242 80.00 95.00 No MI NO MI 0 5.125 0.175 0.000 0.000 0.015 0.190 4.935 2323.33 243 62.83 62.83 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 2246.88 244 80.00 80.00 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 2526.25 245 80.00 89.99 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 2554.13 246 68.97 86.21 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 5208.33 247 59.09 59.09 No MI NO MI 0 5.750 0.175 0.000 0.000 0.015 0.190 5.560 3108.32 248 80.00 80.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 2854.17 249 80.00 80.00 No MI NO MI 0 5.750 0.175 0.000 0.000 0.015 0.190 5.560 2606.67 250 80.00 80.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 4820.83 251 80.00 94.91 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3076.66 252 80.00 100.00 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 3804.17 253 80.00 89.20 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3666.67 254 80.00 80.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3141.67 255 80.00 80.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 3470.83 256 77.89 77.89 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3854.17 257 59.09 59.09 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3373.32 258 69.60 69.60 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3453.13 259 80.00 80.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 2358.33 260 78.12 78.12 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 2447.92 261 79.99 99.98 No MI NO MI 0 5.500 0.175 0.000 0.000 0.015 0.190 5.310 1998.10 262 70.00 70.00 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 2608.68 263 80.00 80.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3020.83 264 67.78 67.78 No MI NO MI 0 5.750 0.175 0.000 0.000 0.015 0.190 5.560 2922.92 265 80.00 88.90 No MI NO MI 0 5.000 0.175 0.000 0.000 0.015 0.190 4.810 1833.33 266 73.33 73.33 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 2750.01 267 59.07 59.07 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 4048.85 268 80.00 80.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 2479.31 269 80.00 80.00 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 2497.92 270 56.78 75.49 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 2501.73 271 79.18 79.18 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 4010.13 272 59.58 59.58 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3723.96 273 77.50 77.50 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 4553.13 274 80.00 80.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 3055.67 275 73.33 88.46 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 5041.67 276 73.96 90.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 3135.83 277 80.00 92.75 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 2781.10 278 39.39 39.39 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 3723.96 279 80.00 90.00 No MI NO MI 0 7.000 0.175 0.000 0.000 0.015 0.190 6.810 2963.33 280 44.44 44.44 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 2603.86 281 80.00 80.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3358.33 282 75.00 75.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 10259.77 283 80.00 92.17 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 3460.00 284 80.00 86.54 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 2996.25 285 79.15 94.18 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3401.04 286 80.00 80.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3437.50 287 80.00 95.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 2595.67 288 79.90 89.94 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 2542.90 289 69.61 69.61 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 3645.66 290 68.42 75.00 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 3656.25 291 71.49 71.49 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 4243.46 292 80.00 87.30 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 2395.83 293 80.00 80.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3778.46 294 80.00 88.41 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 2875.00 295 80.00 95.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 2318.75 296 80.00 100.00 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 2949.79 297 70.64 80.00 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 4945.00 298 52.63 52.63 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 5208.33 299 76.00 76.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3958.33 300 80.00 95.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 2337.50 301 80.00 80.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 3665.83 302 68.18 68.18 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 3375.00 303 80.00 80.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 2656.25 304 69.92 69.92 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 3487.50 305 51.59 51.59 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 3317.71 306 77.57 77.57 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 2807.22 307 80.00 80.00 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2754.00 308 80.00 80.00 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 2180.00 309 80.00 95.00 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 2760.00 310 75.00 75.00 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 2100.00 311 80.00 80.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 2740.83 312 80.00 90.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 2903.29 313 80.00 90.00 No MI NO MI 0 5.000 0.175 0.000 0.000 0.015 0.190 4.810 1791.40 314 80.00 80.00 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 3916.67 315 80.00 90.00 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 2408.75 316 80.00 90.27 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 3348.33 317 65.51 65.51 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 3143.13 318 80.00 90.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3229.99 319 77.92 90.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 2485.64 320 75.00 75.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 4658.73 321 80.00 95.00 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 4349.58 322 70.00 70.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 3822.12 323 58.48 70.18 No MI NO MI 0 5.500 0.175 0.000 0.000 0.015 0.190 5.310 4580.49 324 69.33 69.33 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 2545.83 325 74.94 74.94 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 2898.33 326 80.00 90.00 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2745.00 327 80.00 94.15 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 2120.00 328 80.00 80.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 4026.30 329 62.98 62.98 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3453.13 330 80.00 80.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3466.67 331 79.12 79.12 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3356.42 332 61.80 61.80 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3968.75 333 55.81 59.55 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 4034.72 334 75.69 75.69 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3418.06 335 80.00 90.00 No MI NO MI 0 5.500 0.175 0.000 0.000 0.015 0.190 5.310 2676.67 336 36.25 36.25 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3840.94 337 80.00 87.60 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3111.50 338 80.00 90.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3750.00 339 80.00 100.00 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 3432.00 340 80.00 80.00 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 3100.00 341 80.00 90.00 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 2310.83 342 80.00 80.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 2252.50 343 68.38 68.38 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 4415.10 344 75.00 75.00 No MI NO MI 0 5.500 0.175 0.000 0.000 0.015 0.190 5.310 2667.50 345 80.00 80.00 No MI NO MI 0 5.750 0.175 0.000 0.000 0.015 0.190 5.560 3079.78 346 80.00 90.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 3368.75 347 78.18 87.95 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 3869.15 348 80.00 95.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3697.50 349 80.00 90.00 No MI NO MI 0 5.625 0.175 0.000 0.000 0.015 0.190 5.435 2924.10 350 80.00 80.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 3103.33 351 53.57 53.57 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 3645.66 352 80.00 90.00 No MI NO MI 0 5.750 0.175 0.000 0.000 0.015 0.190 5.560 3168.63 353 80.00 80.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3177.10 354 41.72 41.72 No MI NO MI 0 5.500 0.175 0.000 0.000 0.015 0.190 5.310 7817.85 355 80.00 82.92 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 4900.00 356 80.00 80.00 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 4800.00 357 26.00 26.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 4002.16 358 59.09 59.09 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 3250.00 359 67.96 67.96 No MI NO MI 0 5.500 0.175 0.000 0.000 0.015 0.190 5.310 9646.74 360 71.14 71.14 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 3725.17 361 69.44 69.44 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 2500.00 362 80.00 80.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 3356.67 363 80.00 80.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 3164.58 364 75.79 80.00 No MI NO MI 0 5.750 0.175 0.000 0.000 0.015 0.190 5.560 4791.67 365 80.00 95.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3825.00 366 80.00 90.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3750.00 367 73.85 73.85 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3800.20 368 80.00 99.60 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 3334.58 369 64.86 64.86 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 12250.00 370 80.00 90.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 4657.07 371 80.00 90.00 No MI NO MI 0 5.000 0.175 0.000 0.000 0.015 0.190 4.810 3972.97 372 80.00 95.00 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 3585.62 373 80.00 80.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3290.35 374 80.00 80.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3645.83 375 80.00 80.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 4062.50 376 75.96 75.96 No MI NO MI 0 5.250 0.175 0.000 0.000 0.015 0.190 5.060 4375.00 377 79.86 96.39 No MI NO MI 0 5.500 0.175 0.000 0.000 0.015 0.190 5.310 2126.67 378 80.00 100.00 No MI NO MI 0 4.875 0.175 0.000 0.000 0.015 0.190 4.685 1748.09 379 80.00 80.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 3157.64 380 80.00 80.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 4125.00 381 76.89 76.89 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 4204.69 382 80.00 90.00 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 3738.93 383 70.00 70.00 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 5140.63 384 80.00 94.99 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 2490.58 385 80.00 100.00 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2610.00 386 73.89 73.89 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 3503.71 387 75.00 75.00 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 3671.25 388 80.00 100.00 No MI NO MI 0 5.625 0.175 0.000 0.000 0.015 0.190 5.435 1976.25 389 80.00 90.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 2488.79 390 80.00 80.00 No MI NO MI 0 5.750 0.175 0.000 0.000 0.015 0.190 5.560 2606.67 391 79.98 79.98 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 4173.89 392 76.92 86.73 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 2656.01 393 80.00 80.00 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 2862.83 394 80.00 89.99 No MI NO MI 0 5.750 0.175 0.000 0.000 0.015 0.190 5.560 2365.17 395 68.39 68.39 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 3135.15 396 80.00 96.15 No MI NO MI 0 3.875 0.175 0.000 0.000 0.015 0.190 3.685 1746.31 397 80.00 100.00 No MI NO MI 0 5.250 0.175 0.000 0.000 0.015 0.190 5.060 2775.41 398 75.00 75.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 3560.94 399 74.44 74.44 No MI NO MI 0 5.625 0.175 0.000 0.000 0.015 0.190 5.435 2320.31 400 80.00 80.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3358.03 401 77.44 77.44 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 2860.85 402 77.48 77.48 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 2103.31 403 80.00 90.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 2592.71 404 67.57 75.00 No MI NO MI 0 7.000 0.175 0.000 0.000 0.015 0.190 6.810 3791.67 405 80.00 100.00 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 3262.50 406 80.00 95.00 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 8415.00 407 80.00 80.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 2656.25 408 74.26 83.55 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2924.10 409 80.00 89.99 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 2978.71 410 79.44 99.30 No MI NO MI 0 5.125 0.175 0.000 0.000 0.015 0.190 4.935 2180.87 411 70.73 70.73 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 3700.52 412 80.00 90.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 2850.04 413 80.00 80.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 5416.67 414 80.00 90.00 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 3799.13 415 80.00 90.00 No MI NO MI 0 5.750 0.175 0.000 0.000 0.015 0.190 5.560 6919.17 416 80.00 90.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 6065.90 417 52.63 52.63 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 7812.50 418 80.00 90.00 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 3270.00 419 80.00 80.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3120.83 420 80.00 89.98 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 2638.19 421 74.81 74.81 No MI NO MI 0 6.500 0.375 0.000 0.000 0.015 0.390 6.110 3683.33 422 80.00 85.00 No MI NO MI 0 6.625 0.375 0.000 0.000 0.015 0.390 6.235 1325.00 423 80.00 90.00 No MI NO MI 0 7.000 0.375 0.000 0.000 0.015 0.390 6.610 4130.00 424 80.00 95.00 No MI NO MI 0 6.125 0.375 0.000 0.000 0.015 0.390 5.735 1735.42 425 80.00 80.00 No MI NO MI 0 7.000 0.375 0.000 0.000 0.015 0.390 6.610 3733.33 426 71.08 93.48 No MI NO MI 0 6.250 0.375 0.000 0.000 0.015 0.390 5.860 2709.90 427 80.00 89.99 No MI NO MI 0 7.250 0.375 0.000 0.000 0.015 0.390 6.860 2900.00 428 75.00 77.94 No MI NO MI 0 6.375 0.375 0.000 0.000 0.015 0.390 5.985 6375.00 429 80.00 95.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 2650.00 430 80.00 80.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 4747.92 431 71.08 71.08 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 4442.71 432 75.81 75.81 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 3054.54 433 80.00 80.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 3000.29 434 80.00 90.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3958.33 435 69.47 90.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3506.25 436 80.00 90.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3740.00 437 80.00 90.00 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 3666.67 438 75.56 90.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 4515.63 439 80.00 89.28 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 2596.69 440 80.00 100.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3802.72 441 80.00 90.00 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2587.50 442 72.31 72.31 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 2496.88 443 67.57 67.57 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 2500.00 444 80.00 85.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 7486.44 445 80.00 80.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 5206.86 446 80.00 90.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 2495.77 447 74.61 74.61 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 2909.38 448 80.00 87.46 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 2625.00 449 80.00 95.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 2694.17 450 80.00 80.00 No MI NO MI 0 7.375 0.375 0.000 0.000 0.015 0.390 6.985 2163.34 451 80.00 95.00 No MI NO MI 0 6.500 0.375 0.000 0.000 0.015 0.390 6.110 2708.34 452 79.45 89.38 No MI NO MI 0 6.375 0.375 0.000 0.000 0.015 0.390 5.985 3060.00 453 58.14 58.14 No MI NO MI 0 6.375 0.375 0.000 0.000 0.015 0.390 5.985 2162.19 454 80.00 80.00 No MI NO MI 0 6.500 0.375 0.000 0.000 0.015 0.390 6.110 3900.00 455 79.43 79.43 No MI NO MI 0 6.125 0.375 0.000 0.000 0.015 0.390 5.735 5104.17 456 79.78 79.78 No MI NO MI 0 6.500 0.375 0.000 0.000 0.015 0.390 6.110 4019.17 457 65.00 65.00 No MI NO MI 0 6.375 0.375 0.000 0.000 0.015 0.390 5.985 1346.72 458 77.72 77.72 No MI NO MI 0 5.875 0.375 0.000 0.000 0.015 0.390 5.485 3333.32 459 77.84 94.97 No MI NO MI 0 5.875 0.375 0.000 0.000 0.015 0.390 5.485 3845.00 460 80.00 80.00 No MI NO MI 0 5.250 0.375 0.000 0.000 0.015 0.390 4.860 2362.50 461 80.00 94.29 No MI NO MI 0 6.875 0.375 0.000 0.000 0.015 0.390 6.485 6416.67 462 59.09 75.00 No MI NO MI 0 5.875 0.375 0.000 0.000 0.015 0.390 5.485 3182.29 463 80.00 80.00 No MI NO MI 0 5.750 0.375 0.000 0.000 0.015 0.390 5.360 3127.95 464 59.86 59.86 No MI NO MI 0 5.875 0.375 0.000 0.000 0.015 0.390 5.485 1023.88 465 80.00 95.00 No MI NO MI 0 7.000 0.375 0.000 0.000 0.015 0.390 6.610 3126.67 466 95.00 95.00 Republic MIC BPMI 30 6.625 0.375 0.000 0.000 0.015 0.390 6.235 1148.61 467 90.00 90.00 Republic MIC BPMI 25 7.250 0.375 0.000 0.000 0.015 0.390 6.860 3316.88 468 79.94 79.94 No MI NO MI 0 6.750 0.375 0.000 0.000 0.015 0.390 6.360 1423.13 469 80.00 88.72 No MI NO MI 0 6.250 0.375 0.000 0.000 0.015 0.390 5.860 1958.34 470 69.25 69.25 No MI NO MI 0 6.500 0.375 0.000 0.000 0.015 0.390 6.110 6527.09 471 80.00 95.00 No MI NO MI 0 6.875 0.375 0.000 0.000 0.015 0.390 6.485 1769.17 472 73.06 88.89 No MI NO MI 0 6.500 0.375 0.000 0.000 0.015 0.390 6.110 3621.05 473 78.48 78.48 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 3262.58 474 80.00 80.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 2665.00 475 75.58 90.00 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 3650.63 476 79.82 89.72 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2446.88 477 80.00 87.00 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 5400.00 478 80.00 90.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 3470.83 479 55.56 55.56 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3385.42 480 80.00 80.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3206.13 481 73.12 90.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 3754.17 482 70.00 90.00 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 4010.42 483 76.93 95.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3392.06 484 80.00 87.70 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3083.15 485 74.80 74.80 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 2325.52 486 79.98 79.98 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 3480.94 487 80.00 95.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3965.00 488 72.22 72.22 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 3317.71 489 75.00 75.00 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 2607.03 490 69.02 69.02 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 4106.56 491 80.00 100.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3134.38 492 71.83 71.83 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 5090.63 493 74.44 74.44 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 3349.23 494 76.76 76.76 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 3607.50 495 66.22 66.22 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 4225.00 496 79.45 79.45 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 6029.22 497 75.00 75.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 6152.34 498 80.00 80.00 No MI NO MI 0 5.750 0.175 0.000 0.000 0.015 0.190 5.560 4695.83 499 29.91 29.91 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 1111.32 500 80.00 88.24 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3506.25 501 71.43 71.43 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3250.00 502 80.00 80.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3081.25 503 80.00 100.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 2804.58 504 60.61 78.79 No MI NO MI 0 7.625 0.175 0.000 0.000 0.015 0.190 7.435 6352.15 505 74.00 74.00 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 4008.03 506 68.76 68.76 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 4246.67 507 50.61 50.61 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 2174.42 508 80.00 80.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 3091.67 509 69.92 69.92 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 2612.73 510 66.67 66.67 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3125.00 511 80.00 80.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3102.50 512 74.07 74.07 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 5000.00 513 75.00 75.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 6474.61 514 80.00 89.85 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3655.00 515 80.00 90.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 2426.67 516 79.99 94.97 No MI NO MI 0 5.000 0.175 0.000 0.000 0.015 0.190 4.810 1812.71 517 80.00 80.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 4275.12 518 80.00 80.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 2479.40 519 61.43 90.00 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 2150.00 520 80.00 80.00 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 2467.50 521 63.11 63.11 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 3270.07 522 80.00 100.00 No MI NO MI 0 5.375 0.175 0.000 0.000 0.015 0.190 5.185 2544.17 523 80.00 87.73 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 2827.71 524 71.14 71.14 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 3182.29 525 71.92 71.92 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3161.71 526 80.00 100.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 2816.67 527 78.74 78.74 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 2182.12 528 52.50 52.50 No MI NO MI 0 5.500 0.175 0.000 0.000 0.015 0.190 5.310 1973.13 529 80.00 90.00 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 2440.00 530 69.12 81.16 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 2398.96 531 77.76 90.00 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 5000.00 532 80.00 80.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 4479.17 533 65.38 65.38 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 3172.50 534 80.00 93.63 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 2700.00 535 55.18 55.18 No MI NO MI 0 5.625 0.175 0.000 0.000 0.015 0.190 5.435 2845.31 536 79.99 89.99 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 4139.80 537 80.00 100.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3163.33 538 80.00 90.00 No MI NO MI 0 7.500 0.175 0.000 0.000 0.015 0.190 7.310 2625.00 539 78.96 78.96 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 2810.31 540 75.00 75.00 No MI NO MI 0 5.625 0.175 0.000 0.000 0.015 0.190 5.435 2390.63 541 80.00 100.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 2875.00 542 74.32 74.32 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 2750.00 543 80.00 90.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 2245.83 544 80.00 80.00 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2835.00 545 68.97 77.59 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 10416.67 546 72.15 72.15 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 3092.67 547 78.39 90.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 2332.19 548 79.37 88.10 No MI NO MI 0 5.625 0.175 0.000 0.000 0.015 0.190 5.435 4687.50 549 76.03 76.03 No MI NO MI 0 5.625 0.175 0.000 0.000 0.015 0.190 5.435 2929.69 550 69.23 69.23 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 4406.20 551 73.01 73.01 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 2705.00 552 77.81 90.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3307.03 553 78.91 78.91 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 3196.00 554 47.73 47.73 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 2679.69 555 80.00 80.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 4598.31 556 48.95 53.14 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 3032.20 557 80.00 90.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3916.89 558 80.00 81.25 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 4333.33 559 70.71 90.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 3572.92 560 80.00 95.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 3232.49 561 80.00 99.99 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 4058.22 562 70.00 70.00 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 5845.00 563 69.74 69.74 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 2760.42 564 75.00 87.19 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 8750.00 565 67.47 67.47 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 3050.20 566 72.90 100.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3312.56 567 80.00 90.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3251.25 568 80.00 85.90 No MI NO MI 0 5.750 0.175 0.000 0.000 0.015 0.190 5.560 2990.00 569 80.00 100.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 2600.00 570 80.00 95.00 No MI NO MI 0 7.125 0.175 0.000 0.000 0.015 0.190 6.935 3087.50 571 80.00 100.00 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 2685.83 572 80.00 80.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 2600.00 573 73.99 73.99 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3022.81 574 75.00 75.00 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 4681.64 575 64.52 80.65 No MI NO MI 0 8.125 0.175 0.000 0.000 0.015 0.190 7.935 6770.83 576 80.00 90.00 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 2658.33 577 80.00 90.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3007.33 578 80.00 80.00 No MI NO MI 0 5.750 0.175 0.000 0.000 0.015 0.190 5.560 2108.33 579 80.00 90.00 No MI NO MI 0 5.500 0.175 0.000 0.000 0.015 0.190 5.310 2016.67 580 80.00 80.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 3895.50 581 70.00 70.00 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 2685.99 582 80.00 100.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 2621.67 583 63.83 63.83 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 15937.50 584 42.92 42.92 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 2447.92 585 80.00 90.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 2689.84 586 45.23 45.23 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 12415.01 587 80.00 80.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 2160.08 588 80.00 84.55 No MI NO MI 0 5.000 0.175 0.000 0.000 0.015 0.190 4.810 1833.33 589 79.04 86.00 No MI NO MI 0 5.750 0.175 0.000 0.000 0.015 0.190 5.560 2421.97 590 75.00 75.00 No MI NO MI 0 5.000 0.175 0.000 0.000 0.015 0.190 4.810 1968.75 591 80.00 95.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 3553.00 592 80.00 95.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 2550.00 593 77.65 77.65 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 3836.98 594 70.00 70.00 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 4369.53 595 50.76 50.76 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 4063.33 596 80.00 100.00 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 3053.41 597 80.00 100.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 2331.41 598 79.99 79.99 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 3076.40 599 80.00 80.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 2454.17 600 80.00 80.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 2605.83 601 72.64 72.64 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2553.75 602 80.00 85.02 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 3520.08 603 74.96 90.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 2415.83 604 65.00 65.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 3317.71 605 80.00 95.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 2269.50 606 80.00 80.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 2656.25 607 78.00 78.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3250.00 608 80.00 80.00 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 3895.83 609 75.00 75.00 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 4260.26 610 78.39 78.39 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 2430.00 611 80.00 80.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 2754.40 612 80.00 93.86 No MI NO MI 0 6.750 0.175 0.000 0.000 0.015 0.190 6.560 2857.50 613 80.00 90.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 2720.00 614 80.00 85.00 No MI NO MI 0 6.375 0.175 0.000 0.000 0.015 0.190 6.185 2671.13 615 76.47 76.47 No MI NO MI 0 6.250 0.175 0.000 0.000 0.015 0.190 6.060 3385.42 616 80.00 80.00 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 2589.58 617 80.00 80.00 No MI NO MI 0 5.875 0.175 0.000 0.000 0.015 0.190 5.685 3465.66 618 80.00 93.57 No MI NO MI 0 7.250 0.175 0.000 0.000 0.015 0.190 7.060 5679.17 619 80.00 100.00 No MI NO MI 0 6.625 0.175 0.000 0.000 0.015 0.190 6.435 4770.00 620 80.00 100.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 6027.67 621 62.94 62.94 No MI NO MI 0 5.625 0.175 0.000 0.000 0.015 0.190 5.435 2903.94 622 76.93 92.00 No MI NO MI 0 7.625 0.175 0.000 0.000 0.015 0.190 7.435 6354.17 623 80.00 100.00 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 2448.33 624 74.07 74.07 No MI NO MI 0 6.500 0.175 0.000 0.000 0.015 0.190 6.310 5416.67 625 80.00 90.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 4102.38 626 80.00 86.90 No MI NO MI 0 6.875 0.175 0.000 0.000 0.015 0.190 6.685 3322.92 627 80.00 80.00 No MI NO MI 0 6.125 0.175 0.000 0.000 0.015 0.190 5.935 2422.38 628 69.23 69.23 No MI NO MI 0 6.000 0.175 0.000 0.000 0.015 0.190 5.810 2475.00 629 80.00 100.00 No MI NO MI 0 5.250 0.175 0.000 0.000 0.015 0.190 5.060 2750.36 630 80.00 90.00 No MI NO MI 0 5.750 0.175 0.000 0.000 0.015 0.190 5.560 2892.31 LOAN_SEQ PREPAY PP_DESC BACK_RATIO PRODUCT IO_PERIOD INDEX RATE_FREQ PAY_FREQ NEXT_RATE_ADJ_DATE1 NEXT_PAY_ADJ_DATE1 MARGIN INIT_RATE_CAP PER_RATE_CAP -------- ------ ------- ---------- ------- --------- ----- --------- -------- ------------------- ------------------ ------ ------------- ------------ 1 No_PP 0MPP 34.41 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 2 Prepay 12MPP 46.00 10/1LIBOR IO 120 1 YR Libor 12 12 20170901 20171001 2.250 5.000 2.000 3 No_PP 0MPP 47.26 10/1LIBOR IO 120 1 YR Libor 12 12 20170901 20171001 2.250 5.000 2.000 4 No_PP 0MPP 44.95 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 5 No_PP 0MPP 34.73 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 6 Prepay 12MPP 41.53 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 7 Prepay 36MPP 52.17 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 8 Prepay 36MPP 50.61 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 9 No_PP 0MPP 43.19 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 10 Prepay 12MPP 44.19 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 11 No_PP 0MPP 38.09 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 12 Prepay 12MPP 30.54 5/1LIBOR IO 60 1 YR Libor 12 12 20120501 20120601 2.250 5.000 2.000 13 Prepay 12MPP 39.69 5/1LIBOR IO 60 1 YR Libor 12 12 20120501 20120601 2.250 5.000 2.000 14 Prepay 60MPP 41.65 10/1LIBOR IO 120 1 YR Libor 12 12 20170501 20170601 2.250 5.000 2.000 15 Prepay 36MPP 28.00 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 16 No_PP 0MPP 36.50 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 17 Prepay 12MPP 40.20 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 18 No_PP 0MPP 38.96 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 19 No_PP 0MPP 34.49 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 20 No_PP 0MPP 41.01 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 21 No_PP 0MPP 25.75 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 22 No_PP 0MPP 40.42 10/1LIBOR 0 1 YR Libor 12 12 20170901 20171001 2.250 5.000 2.000 23 Prepay 36MPP 43.45 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 24 Prepay 60MPP 39.44 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 25 Prepay 12MPP 42.71 10/1LIBOR IO 120 1 YR Libor 12 12 20170901 20171001 2.250 5.000 2.000 26 Prepay 36MPP 16.47 10/1LIBOR 0 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 27 Prepay 12MPP 25.53 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 28 Prepay 36MPP 52.77 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 29 Prepay 12MPP 39.25 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 30 Prepay 36MPP 48.05 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 31 Prepay 12MPP 34.25 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 32 Prepay 12MPP 48.32 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 33 No_PP 0MPP 54.07 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 34 No_PP 0MPP 35.46 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 35 Prepay 36MPP 41.88 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 36 Prepay 12MPP 38.79 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 37 Prepay 12MPP 37.39 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 38 Prepay 60MPP 40.04 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 39 Prepay 12MPP 28.53 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 40 Prepay 12MPP 40.34 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 41 Prepay 60MPP 45.16 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 42 Prepay 60MPP 37.66 10/1LIBOR 0 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 43 Prepay 60MPP 35.85 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 44 Prepay 12MPP 37.79 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 45 Prepay 60MPP 41.70 10/1LIBOR 0 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 46 No_PP 0MPP 46.96 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 47 Prepay 36MPP 42.64 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 48 No_PP 0MPP 35.28 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 49 No_PP 0MPP 34.85 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 50 Prepay 12MPP 21.80 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 51 Prepay 36MPP 44.85 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 52 No_PP 0MPP 36.97 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 53 Prepay 60MPP 51.32 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 54 Prepay 12MPP 40.86 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 55 Prepay 12MPP 32.03 10/1LIBOR 0 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 56 No_PP 0MPP 33.05 10/1LIBOR IO 120 1 YR Libor 12 12 20170901 20171001 2.250 5.000 2.000 57 No_PP 0MPP 38.90 5/1LIBOR IO 60 1 YR Libor 12 12 20120401 20120501 2.250 5.000 2.000 58 No_PP 0MPP 44.42 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 59 Prepay 12MPP 47.63 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 60 No_PP 0MPP 37.21 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 61 No_PP 0MPP 36.71 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 62 No_PP 0MPP 46.76 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 63 No_PP 0MPP 35.65 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 64 Prepay 12MPP 28.03 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 65 No_PP 0MPP 50.98 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 66 Prepay 36MPP 43.19 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 67 Prepay 36MPP 33.45 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 68 Prepay 60MPP 9.60 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 69 Prepay 12MPP 36.21 10/1LIBOR 0 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 70 No_PP 0MPP 39.19 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 71 No_PP 0MPP 50.94 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 72 Prepay 36MPP 42.13 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 73 No_PP 0MPP 33.64 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 74 Prepay 12MPP 29.57 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 75 No_PP 0MPP 33.51 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 76 Prepay 12MPP 42.64 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 77 No_PP 0MPP 41.29 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 78 Prepay 36MPP 52.59 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 79 No_PP 0MPP 54.27 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 80 No_PP 0MPP 49.48 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 81 No_PP 0MPP 46.14 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 82 No_PP 0MPP 29.46 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 83 Prepay 12MPP 44.17 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 84 No_PP 0MPP 31.76 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 85 No_PP 0MPP 24.30 10/1LIBOR IO 120 1 YR Libor 12 12 20170901 20171001 2.250 5.000 2.000 86 No_PP 0MPP 45.49 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 87 No_PP 0MPP 42.41 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 88 Prepay 60MPP 43.96 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 89 No_PP 0MPP 46.49 10/1LIBOR 0 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 90 Prepay 12MPP 37.34 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 91 No_PP 0MPP 49.07 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 92 No_PP 0MPP 43.91 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 93 Prepay 36MPP 48.98 10/1LIBOR 0 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 94 Prepay 12MPP 26.64 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 95 Prepay 36MPP 33.11 10/1LIBOR 0 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 96 No_PP 0MPP 27.69 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 97 Prepay 12MPP 39.38 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 98 Prepay 36MPP 41.82 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 99 No_PP 0MPP 44.63 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 100 No_PP 0MPP 30.08 10/1LIBOR IO 120 1 YR Libor 12 12 20170901 20171001 2.250 5.000 2.000 101 No_PP 0MPP 48.89 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 102 No_PP 0MPP 54.38 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 103 Prepay 12MPP 41.16 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 104 No_PP 0MPP 44.96 7/1LIBOR 0 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 105 No_PP 0MPP 43.88 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 106 No_PP 0MPP 53.78 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 107 No_PP 0MPP 52.00 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 108 No_PP 0MPP 47.06 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 109 Prepay 60MPP 44.13 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 110 No_PP 0MPP 29.67 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 111 Prepay 12MPP 41.57 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 112 Prepay 12MPP 42.57 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 113 Prepay 12MPP 46.85 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 114 Prepay 60MPP 27.94 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 115 No_PP 0MPP 41.88 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 116 No_PP 0MPP 47.86 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 117 Prepay 12MPP 39.26 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 118 No_PP 0MPP 32.65 7/1LIBOR 0 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 119 No_PP 0MPP 51.30 7/1LIBOR 0 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 120 No_PP 0MPP 38.31 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 121 No_PP 0MPP 48.28 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 122 No_PP 0MPP 41.15 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 123 No_PP 0MPP 41.37 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 124 Prepay 12MPP 44.31 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 125 No_PP 0MPP 30.32 7/1LIBOR 0 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 126 Prepay 12MPP 31.09 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 127 No_PP 0MPP 52.26 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 128 No_PP 0MPP 47.29 7/1LIBOR IO 84 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 129 No_PP 0MPP 45.17 7/1LIBOR IO 84 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 130 No_PP 0MPP 46.49 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 131 Prepay 12MPP 39.41 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 132 No_PP 0MPP 43.85 7/1LIBOR 0 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 133 No_PP 0MPP 41.84 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 134 Prepay 12MPP 40.80 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 135 Prepay 12MPP 35.78 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 136 No_PP 0MPP 15.60 7/1LIBOR 0 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 137 No_PP 0MPP 35.84 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 138 No_PP 0MPP 30.81 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 139 No_PP 0MPP 45.29 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 140 No_PP 0MPP 24.75 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 141 No_PP 0MPP 37.35 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 142 No_PP 0MPP 36.82 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 143 No_PP 0MPP 42.65 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 144 Prepay 12MPP 52.52 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 145 No_PP 0MPP 42.53 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 146 No_PP 0MPP 49.05 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 147 No_PP 0MPP 37.30 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 148 Prepay 12MPP 31.78 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 149 No_PP 0MPP 37.29 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 150 No_PP 0MPP 18.63 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 151 Prepay 36MPP 41.93 7/1LIBOR 0 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 152 Prepay 12MPP 41.71 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 153 No_PP 0MPP 51.12 7/1LIBOR 0 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 154 Prepay 36MPP 24.31 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 155 No_PP 0MPP 41.95 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 156 No_PP 0MPP 47.10 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 157 Prepay 12MPP 41.54 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 158 No_PP 0MPP 37.62 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 159 Prepay 12MPP 27.88 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 160 No_PP 0MPP 39.32 7/1LIBOR IO 120 1 YR Libor 12 12 20140901 20141001 2.250 5.000 2.000 161 Prepay 12MPP 48.35 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 162 No_PP 0MPP 52.54 7/1LIBOR 0 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 163 Prepay 60MPP 54.85 7/1LIBOR 0 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 164 No_PP 0MPP 46.06 5/1LIBOR IO 120 1 YR Libor 12 12 20120501 20120601 2.250 5.000 2.000 165 No_PP 0MPP 47.21 5/1LIBOR IO 60 1 YR Libor 12 12 20120401 20120501 2.250 5.000 2.000 166 Prepay 12MPP 23.55 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 167 No_PP 0MPP 54.81 5/1LIBOR IO 120 1 YR Libor 12 12 20120401 20120501 2.250 5.000 2.000 168 No_PP 0MPP 39.04 5/6LIBOR IO 120 6 Mo Libor 6 6 20120801 20120901 2.250 5.000 1.000 169 Prepay 36MPP 41.09 5/6LIBOR IO 120 6 Mo Libor 6 6 20120801 20120901 2.250 5.000 1.000 170 No_PP 0MPP 53.00 10/1LIBOR IO 120 1 YR Libor 12 12 20170901 20171001 2.250 5.000 2.000 171 Prepay 36MPP 31.91 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 172 Prepay 60MPP 42.08 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 173 No_PP 0MPP 45.51 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 174 No_PP 0MPP 39.90 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 175 No_PP 0MPP 19.17 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 176 Prepay 12MPP 47.53 10/1LIBOR 0 1 YR Libor 12 12 20170901 20171001 2.250 5.000 2.000 177 Prepay 36MPP 29.10 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 178 No_PP 0MPP 48.22 10/1LIBOR IO 120 1 YR Libor 12 12 20170901 20171001 2.250 5.000 2.000 179 Prepay 12MPP 43.09 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 180 No_PP 0MPP 52.42 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 181 Prepay 60MPP 34.38 10/1LIBOR 0 1 YR Libor 12 12 20170901 20171001 2.250 5.000 2.000 182 No_PP 0MPP 41.85 10/1LIBOR IO 120 1 YR Libor 12 12 20170901 20171001 2.250 5.000 2.000 183 No_PP 0MPP 46.78 10/1LIBOR 0 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 184 Prepay 12MPP 30.65 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 185 No_PP 0MPP 41.13 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 186 No_PP 0MPP 38.05 10/1LIBOR IO 120 1 YR Libor 12 12 20170901 20171001 2.250 5.000 2.000 187 Prepay 36MPP 52.34 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.875 5.000 2.000 188 Prepay 36MPP 39.21 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 189 Prepay 12MPP 35.16 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 190 No_PP 0MPP 39.83 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 191 No_PP 0MPP 31.71 10/1LIBOR IO 120 1 YR Libor 12 12 20170901 20171001 2.250 5.000 2.000 192 Prepay 36MPP 48.81 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 193 Prepay 36MPP 49.24 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 194 Prepay 12MPP 33.87 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 195 No_PP 0MPP 49.20 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 196 No_PP 0MPP 25.66 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 197 Prepay 60MPP 40.06 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 198 No_PP 0MPP 28.55 5/6LIBOR 0 6 Mo Libor 6 6 20120901 20121001 2.250 5.000 1.000 199 Prepay 60MPP 48.20 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 200 Prepay 36MPP 44.07 10/1LIBOR IO 120 1 YR Libor 12 12 20170901 20171001 2.250 5.000 2.000 201 No_PP 0MPP 36.02 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 202 Prepay 12MPP 39.64 10/1LIBOR IO 120 1 YR Libor 12 12 20170901 20171001 2.250 5.000 2.000 203 Prepay 12MPP 42.96 10/1LIBOR IO 120 1 YR Libor 12 12 20170901 20171001 2.250 5.000 2.000 204 Prepay 36MPP 29.52 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 205 No_PP 0MPP 32.66 10/1LIBOR IO 120 1 YR Libor 12 12 20170901 20171001 2.250 5.000 2.000 206 Prepay 12MPP 17.97 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 207 Prepay 12MPP 53.49 10/1LIBOR IO 120 1 YR Libor 12 12 20170801 20170901 2.250 5.000 2.000 208 No_PP 0MPP 37.92 10/1LIBOR IO 120 1 YR Libor 12 12 20170901 20171001 2.250 5.000 2.000 209 No_PP 0MPP 32.90 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 210 No_PP 0MPP 31.60 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 211 No_PP 0MPP 36.80 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 212 No_PP 0MPP 42.40 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 213 No_PP 0MPP 36.90 5/1LIBOR 0 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 214 No_PP 0MPP 51.50 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 215 No_PP 0MPP 29.80 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 216 No_PP 0MPP 35.50 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 217 No_PP 0MPP 18.40 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 218 No_PP 0MPP 54.50 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 219 No_PP 0MPP 34.10 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 220 Prepay 6MPP 45.08 5/6LIBOR 0 6 Mo Libor 6 6 20120701 20120801 2.250 5.000 1.000 221 No_PP 0MPP 39.95 5/1LIBOR IO 120 1 YR Libor 12 12 20120701 20120801 2.750 5.000 2.000 222 No_PP 0MPP 54.41 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 223 No_PP 0MPP 37.21 7/1LIBOR IO 84 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 224 No_PP 0MPP 46.52 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 225 No_PP 0MPP 42.93 7/1LIBOR IO 84 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 226 No_PP 0MPP 51.10 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 227 No_PP 0MPP 42.97 7/1LIBOR IO 84 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 228 No_PP 0MPP 49.96 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 229 No_PP 0MPP 46.24 7/1LIBOR IO 84 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 230 No_PP 0MPP 42.90 7/1LIBOR IO 84 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 231 No_PP 0MPP 48.86 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 232 No_PP 0MPP 46.02 7/1LIBOR IO 84 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 233 No_PP 0MPP 46.55 7/1LIBOR 0 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 234 No_PP 0MPP 32.18 7/1LIBOR 0 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 235 No_PP 0MPP 54.93 7/1LIBOR IO 84 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 236 No_PP 0MPP 37.89 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 237 No_PP 0MPP 42.37 7/1LIBOR IO 84 1 YR Libor 12 12 20140301 20140401 2.250 5.000 2.000 238 No_PP 0MPP 40.73 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 239 No_PP 0MPP 49.40 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 240 No_PP 0MPP 37.70 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 241 Prepay 36MPP 53.68 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 242 No_PP 0MPP 47.42 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 243 No_PP 0MPP 44.31 7/1LIBOR IO 120 1 YR Libor 12 12 20140801 20140901 2.250 5.000 2.000 244 No_PP 0MPP 47.06 7/1LIBOR IO 120 1 YR Libor 12 12 20140501 20140601 2.250 5.000 2.000 245 No_PP 0MPP 34.19 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 246 Prepay 12MPP 40.90 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 247 No_PP 0MPP 33.25 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 248 Prepay 12MPP 27.97 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 249 No_PP 0MPP 41.62 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 250 No_PP 0MPP 38.57 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 251 No_PP 0MPP 47.00 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 252 No_PP 0MPP 40.20 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 253 Prepay 60MPP 32.01 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 254 Prepay 12MPP 8.59 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 255 No_PP 0MPP 27.05 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 256 Prepay 36MPP 37.23 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 257 No_PP 0MPP 31.00 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 258 Prepay 60MPP 33.89 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 259 No_PP 0MPP 38.69 5/1LIBOR IO 60 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 260 Prepay 12MPP 42.84 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 261 No_PP 0MPP 42.68 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 262 No_PP 0MPP 37.08 5/1LIBOR 0 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 263 No_PP 0MPP 38.17 5/1LIBOR IO 60 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 264 Prepay 36MPP 41.82 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 265 No_PP 0MPP 41.16 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 266 No_PP 0MPP 36.49 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 267 No_PP 0MPP 29.49 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 268 No_PP 0MPP 42.47 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 269 No_PP 0MPP 43.67 5/1LIBOR IO 120 1 YR Libor 12 12 20120701 20120801 2.250 5.000 2.000 270 No_PP 0MPP 52.57 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 271 No_PP 0MPP 48.05 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 272 Prepay 12MPP 36.85 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 273 No_PP 0MPP 35.76 5/1LIBOR IO 120 1 YR Libor 12 12 20120701 20120801 2.250 5.000 2.000 274 No_PP 0MPP 32.68 5/1LIBOR IO 120 1 YR Libor 12 12 20120701 20120801 2.250 5.000 2.000 275 Prepay 36MPP 38.80 10/1LIBOR IO 120 1 YR Libor 12 12 20170501 20170601 2.250 5.000 2.000 276 No_PP 0MPP 37.76 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 277 Prepay 36MPP 49.19 10/1LIBOR IO 120 1 YR Libor 12 12 20170501 20170601 2.250 5.000 2.000 278 No_PP 0MPP 54.09 10/1LIBOR IO 120 1 YR Libor 12 12 20170501 20170601 2.250 5.000 2.000 279 No_PP 0MPP 41.69 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 280 No_PP 0MPP 38.14 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 281 No_PP 0MPP 54.66 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 282 No_PP 0MPP 53.09 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 283 Prepay 36MPP 24.96 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 284 Prepay 12MPP 37.86 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 285 No_PP 0MPP 38.23 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 286 No_PP 0MPP 13.12 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 287 No_PP 0MPP 34.84 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 288 No_PP 0MPP 43.77 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 289 No_PP 0MPP 25.24 10/1LIBOR 0 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 290 No_PP 0MPP 19.75 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 291 Prepay 12MPP 31.12 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 292 No_PP 0MPP 39.01 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 293 No_PP 0MPP 33.11 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 294 Prepay 36MPP 31.77 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 295 No_PP 0MPP 44.91 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 296 Prepay 12MPP 44.31 10/1LIBOR 0 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 297 Prepay 36MPP 27.78 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 298 No_PP 0MPP 32.61 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 299 Prepay 12MPP 43.78 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 300 Prepay 12MPP 49.36 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 301 Prepay 12MPP 36.31 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 302 No_PP 0MPP 39.75 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 303 No_PP 0MPP 44.90 7/1LIBOR IO 84 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 304 No_PP 0MPP 37.80 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 305 No_PP 0MPP 35.28 7/1LIBOR IO 84 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 306 No_PP 0MPP 50.95 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 307 No_PP 0MPP 46.11 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 308 Prepay 36MPP 53.81 7/6LIBOR IO 120 6 Mo Libor 6 6 20140601 20140701 2.250 6.000 2.000 309 Prepay 12MPP 48.42 7/1LIBOR IO 84 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 310 No_PP 0MPP 35.07 7/1LIBOR IO 84 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 311 No_PP 0MPP 38.29 7/1LIBOR IO 84 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 312 Prepay 60MPP 46.90 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 313 No_PP 0MPP 32.15 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 314 Prepay 12MPP 37.09 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 315 No_PP 0MPP 26.08 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 316 Prepay 12MPP 43.53 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 317 No_PP 0MPP 33.30 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 318 Prepay 12MPP 38.86 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 319 No_PP 0MPP 40.43 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 320 Prepay 60MPP 52.79 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 321 No_PP 0MPP 31.78 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 322 No_PP 0MPP 37.44 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 323 No_PP 0MPP 41.01 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 324 Prepay 12MPP 48.00 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 325 Prepay 36MPP 34.20 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 326 No_PP 0MPP 47.18 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 327 Prepay 12MPP 31.44 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 328 Prepay 12MPP 43.83 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 329 Prepay 36MPP 34.92 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 330 No_PP 0MPP 44.02 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 331 No_PP 0MPP 37.10 7/1LIBOR 0 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 332 Prepay 60MPP 38.09 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 333 Prepay 12MPP 30.94 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 334 Prepay 36MPP 36.20 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 335 No_PP 0MPP 37.11 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 336 Prepay 36MPP 18.53 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 337 No_PP 0MPP 35.51 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 338 No_PP 0MPP 38.20 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 339 No_PP 0MPP 37.60 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 340 Prepay 12MPP 38.61 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 341 Prepay 12MPP 44.61 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 342 No_PP 0MPP 39.27 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 343 No_PP 0MPP 43.62 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 344 No_PP 0MPP 33.70 7/1LIBOR IO 120 1 YR Libor 12 12 20140501 20140601 2.250 5.000 2.000 345 No_PP 0MPP 49.12 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 346 No_PP 0MPP 52.70 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 347 Prepay 12MPP 46.05 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 348 No_PP 0MPP 42.47 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 349 Prepay 12MPP 42.44 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 350 Prepay 60MPP 39.15 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 351 No_PP 0MPP 28.56 10/1LIBOR 0 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 352 No_PP 0MPP 42.74 5/1LIBOR IO 120 1 YR Libor 12 12 20120501 20120601 2.250 5.000 2.000 353 No_PP 0MPP 36.51 10/1LIBOR 0 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 354 No_PP 0MPP 47.40 5/1LIBOR 0 1 YR Libor 12 12 20120501 20120601 2.250 5.000 2.000 355 No_PP 0MPP 39.26 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 356 No_PP 0MPP 44.95 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 357 Prepay 36MPP 15.17 10/1LIBOR 0 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 358 Prepay 60MPP 30.85 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 359 No_PP 0MPP 42.52 5/1LIBOR 0 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 360 Prepay 60MPP 43.22 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 361 Prepay 12MPP 37.71 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 362 Prepay 12MPP 32.75 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 363 Prepay 60MPP 45.92 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 364 No_PP 0MPP 24.46 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 365 Prepay 12MPP 48.12 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 366 Prepay 60MPP 48.64 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 367 Prepay 36MPP 20.12 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 368 Prepay 12MPP 40.28 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 369 No_PP 0MPP 48.70 5/1LIBOR IO 120 1 YR Libor 12 12 20120501 20120601 2.250 5.000 2.000 370 No_PP 0MPP 43.07 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 371 Prepay 12MPP 41.45 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 372 Prepay 12MPP 53.58 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 373 No_PP 0MPP 41.15 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 374 Prepay 60MPP 35.46 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 375 No_PP 0MPP 34.67 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 376 No_PP 0MPP 19.26 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 377 No_PP 0MPP 44.85 5/1LIBOR IO 120 1 YR Libor 12 12 20120501 20120601 2.250 5.000 2.000 378 Prepay 12MPP 43.80 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 379 Prepay 12MPP 46.52 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 380 No_PP 0MPP 43.84 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 381 Prepay 36MPP 46.26 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 382 No_PP 0MPP 32.57 10/1LIBOR IO 120 1 YR Libor 12 12 20170501 20170601 2.250 5.000 2.000 383 No_PP 0MPP 23.30 5/1LIBOR IO 120 1 YR Libor 12 12 20120401 20120501 2.250 5.000 2.000 384 No_PP 0MPP 49.99 5/1LIBOR IO 60 1 YR Libor 12 12 20120501 20120601 2.250 5.000 2.000 385 No_PP 0MPP 44.77 7/1LIBOR IO 84 1 YR Libor 12 12 20140501 20140601 2.250 5.000 2.000 386 No_PP 0MPP 50.92 10/1LIBOR IO 120 1 YR Libor 12 12 20170501 20170601 2.250 5.000 2.000 387 Prepay 36MPP 45.07 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 388 No_PP 0MPP 45.18 5/1LIBOR IO 60 1 YR Libor 12 12 20120501 20120601 2.250 5.000 2.000 389 No_PP 0MPP 34.60 5/1LIBOR IO 60 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 390 No_PP 0MPP 47.98 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 391 Prepay 12MPP 43.68 10/1LIBOR 0 1 YR Libor 12 12 20170501 20170601 2.250 5.000 2.000 392 No_PP 0MPP 53.72 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 393 No_PP 0MPP 40.45 7/1LIBOR 0 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 394 No_PP 0MPP 47.93 7/1LIBOR IO 120 1 YR Libor 12 12 20140501 20140601 2.250 5.000 2.000 395 No_PP 0MPP 24.19 7/1LIBOR 0 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 396 No_PP 0MPP 48.79 5/1LIBOR IO 120 1 YR Libor 12 12 20120401 20120501 2.250 5.000 2.000 397 No_PP 0MPP 48.21 5/1LIBOR IO 120 1 YR Libor 12 12 20120401 20120501 2.250 5.000 2.000 398 No_PP 0MPP 43.81 10/1LIBOR IO 120 1 YR Libor 12 12 20170501 20170601 2.250 5.000 2.000 399 No_PP 0MPP 51.48 5/1LIBOR IO 60 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 400 No_PP 0MPP 21.88 10/1LIBOR IO 120 1 YR Libor 12 12 20170501 20170601 2.250 5.000 2.000 401 No_PP 0MPP 32.14 5/1LIBOR IO 60 1 YR Libor 12 12 20120501 20120601 2.250 5.000 2.000 402 No_PP 0MPP 37.19 5/1LIBOR IO 60 1 YR Libor 12 12 20120501 20120601 2.250 5.000 2.000 403 Prepay 12MPP 42.53 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 404 No_PP 0MPP 46.28 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 405 No_PP 0MPP 34.70 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 406 Prepay 36MPP 35.50 5/1LIBOR IO 120 1 YR Libor 12 12 20120501 20120601 2.250 5.000 2.000 407 No_PP 0MPP 44.50 5/1LIBOR IO 60 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 408 Prepay 12MPP 47.40 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 409 Prepay 12MPP 23.40 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 410 Prepay 12MPP 42.14 5/1LIBOR IO 120 1 YR Libor 12 12 20120501 20120601 2.250 5.000 2.000 411 Prepay 12MPP 45.61 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 412 No_PP 0MPP 43.09 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 413 No_PP 0MPP 29.63 7/1LIBOR IO 120 1 YR Libor 12 12 20140501 20140601 2.250 5.000 2.000 414 No_PP 0MPP 30.07 10/1LIBOR 0 1 YR Libor 12 12 20170501 20170601 2.250 5.000 2.000 415 No_PP 0MPP 31.52 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 416 No_PP 0MPP 43.19 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 417 No_PP 0MPP 36.40 5/1LIBOR IO 60 1 YR Libor 12 12 20120501 20120601 2.250 5.000 2.000 418 No_PP 0MPP 49.30 5/1LIBOR IO 60 1 YR Libor 12 12 20120501 20120601 2.250 5.000 2.000 419 Prepay 12MPP 51.73 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 420 No_PP 0MPP 33.30 5/1LIBOR IO 60 1 YR Libor 12 12 20120501 20120601 2.250 5.000 2.000 421 No_PP 0MPP 14.65 7/1LIBOR IO 120 1 YR Libor 12 12 20140501 20140601 2.250 5.000 2.000 422 Prepay 12MPP 46.89 7/6LIBOR IO 120 6 Mo Libor 6 6 20140801 20140901 2.250 5.000 1.000 423 Prepay 4MPP 13.12 5/6LIBOR IO 120 6 Mo Libor 6 6 20120701 20120801 2.250 5.000 1.000 424 Prepay 12MPP 41.64 10/6LIBOR IO 120 6 Mo Libor 6 6 20170701 20170801 2.250 5.000 1.000 425 No_PP 0MPP 40.01 5/6LIBOR IO 120 6 Mo Libor 6 6 20120701 20120801 2.250 5.000 1.000 426 No_PP 0MPP 43.39 5/6LIBOR IO 120 6 Mo Libor 6 6 20120701 20120801 2.250 5.000 1.000 427 Prepay 4MPP 20.28 5/6LIBOR IO 120 6 Mo Libor 6 6 20120601 20120701 2.250 5.000 1.000 428 Prepay 24MPP 35.05 5/6LIBOR IO 120 6 Mo Libor 6 6 20120701 20120801 2.250 5.000 1.000 429 Prepay 12MPP 33.14 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 430 No_PP 0MPP 49.91 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 431 Prepay 60MPP 41.45 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 432 No_PP 0MPP 41.22 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 433 Prepay 12MPP 39.66 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 434 No_PP 0MPP 36.90 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 435 No_PP 0MPP 51.93 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 436 Prepay 12MPP 40.50 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 437 Prepay 36MPP 37.40 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 438 No_PP 0MPP 22.04 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 439 Prepay 60MPP 35.87 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 440 Prepay 12MPP 31.17 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 441 No_PP 0MPP 15.27 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 442 No_PP 0MPP 22.96 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 443 No_PP 0MPP 38.65 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 444 Prepay 60MPP 42.33 10/1CMT 0 1 YR CMT 12 12 20170701 20170801 2.750 5.000 2.000 445 Prepay 12MPP 30.11 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 446 Prepay 36MPP 52.76 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 447 No_PP 0MPP 40.72 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 448 Prepay 12MPP 43.01 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 449 No_PP 0MPP 42.65 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 450 Prepay 4MPP 44.67 7/6LIBOR IO 120 6 Mo Libor 6 6 20140901 20141001 2.250 5.000 1.000 451 Prepay 36MPP 38.17 5/6LIBOR IO 120 6 Mo Libor 6 6 20120801 20120901 2.250 5.000 1.000 452 Prepay 36MPP 41.05 5/6LIBOR IO 120 6 Mo Libor 6 6 20120901 20121001 2.250 5.000 1.000 453 Prepay 36MPP 37.92 7/6LIBOR IO 120 6 Mo Libor 6 6 20140801 20140901 2.250 5.000 1.000 454 Prepay 24MPP 38.50 5/6LIBOR IO 120 6 Mo Libor 6 6 20120801 20120901 2.250 5.000 1.000 455 No_PP 0MPP 25.01 5/6LIBOR IO 120 6 Mo Libor 6 6 20120801 20120901 2.250 5.000 1.000 456 Prepay 12MPP 37.60 10/6LIBOR IO 120 6 Mo Libor 6 6 20170801 20170901 2.250 5.000 1.000 457 No_PP 0MPP 49.95 7/6LIBOR IO 120 6 Mo Libor 6 6 20140801 20140901 2.250 5.000 1.000 458 No_PP 0MPP 54.20 5/1CMT 0 1 YR CMT 12 12 20111101 20111201 2.750 5.000 2.000 459 No_PP 0MPP 40.50 5/1LIBOR 0 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 460 No_PP 0MPP 35.80 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 461 No_PP 0MPP 36.00 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 462 No_PP 0MPP 33.20 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 463 No_PP 0MPP 19.40 5/1CMT 0 1 YR CMT 12 12 20120601 20120701 2.250 5.000 2.000 464 No_PP 0MPP 42.10 5/1LIBOR IO 120 1 YR Libor 12 12 20120501 20120601 2.250 5.000 2.000 465 Prepay 24MPP 48.14 5/6LIBOR IO 120 6 Mo Libor 6 6 20120801 20120901 2.250 5.000 1.000 466 No_PP 0MPP 49.98 5/6LIBOR IO 120 6 Mo Libor 6 6 20120801 20120901 2.250 5.000 1.000 467 Prepay 36MPP 45.79 5/6LIBOR IO 120 6 Mo Libor 6 6 20120801 20120901 2.250 5.000 1.000 468 Prepay 36MPP 36.04 5/6LIBOR IO 120 6 Mo Libor 6 6 20120801 20120901 2.250 5.000 1.000 469 No_PP 0MPP 33.96 5/6LIBOR IO 120 6 Mo Libor 6 6 20120801 20120901 2.250 5.000 1.000 470 Prepay 12MPP 43.17 7/6LIBOR IO 120 6 Mo Libor 6 6 20140901 20141001 2.250 5.000 1.000 471 Prepay 36MPP 41.71 5/6LIBOR IO 120 6 Mo Libor 6 6 20120801 20120901 2.250 5.000 1.000 472 Prepay 12MPP 47.93 5/6LIBOR IO 120 6 Mo Libor 6 6 20120801 20120901 2.250 5.000 1.000 473 No_PP 0MPP 54.77 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 474 No_PP 0MPP 38.49 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 475 No_PP 0MPP 23.56 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 476 No_PP 0MPP 49.89 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 477 No_PP 0MPP 43.86 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 478 Prepay 12MPP 46.45 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 479 No_PP 0MPP 49.07 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 480 Prepay 12MPP 44.57 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 481 Prepay 60MPP 32.82 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 482 No_PP 0MPP 31.12 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 483 No_PP 0MPP 51.89 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 484 Prepay 36MPP 48.36 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 485 No_PP 0MPP 42.64 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 486 No_PP 0MPP 27.60 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 487 No_PP 0MPP 50.89 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 488 Prepay 60MPP 54.45 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 489 No_PP 0MPP 43.49 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 490 No_PP 0MPP 23.20 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 491 Prepay 36MPP 36.10 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 492 Prepay 12MPP 5.79 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 493 Prepay 12MPP 29.12 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 494 Prepay 12MPP 32.32 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 495 No_PP 0MPP 23.19 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 496 Prepay 12MPP 47.37 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 497 Prepay 12MPP 37.40 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 498 No_PP 0MPP 47.43 5/1LIBOR IO 120 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 499 No_PP 0MPP 41.90 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 500 Prepay 12MPP 45.91 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 501 No_PP 0MPP 30.37 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 502 Prepay 12MPP 37.98 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 503 No_PP 0MPP 41.78 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 504 No_PP 0MPP 44.62 10/1LIBOR IO 120 1 YR Libor 12 12 20170201 20170301 2.250 5.000 2.000 505 No_PP 0MPP 22.46 10/1LIBOR IO 120 1 YR Libor 12 12 20170401 20170501 2.250 5.000 2.000 506 No_PP 0MPP 43.20 10/1LIBOR IO 120 1 YR Libor 12 12 20170501 20170601 2.250 5.000 2.000 507 Prepay 60MPP 25.97 10/1LIBOR IO 120 1 YR Libor 12 12 20170201 20170301 2.250 5.000 2.000 508 Prepay 12MPP 45.80 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 509 No_PP 0MPP 42.11 10/1LIBOR 0 1 YR Libor 12 12 20170501 20170601 2.250 5.000 2.000 510 No_PP 0MPP 37.59 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 511 No_PP 0MPP 39.90 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 512 No_PP 0MPP 40.40 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 513 Prepay 36MPP 44.48 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 514 No_PP 0MPP 42.65 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 515 No_PP 0MPP 14.09 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 516 No_PP 0MPP 31.56 7/1LIBOR IO 84 1 YR Libor 12 12 20140401 20140501 2.250 5.000 2.000 517 No_PP 0MPP 47.81 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 518 No_PP 0MPP 49.61 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 519 No_PP 0MPP 41.19 7/1LIBOR IO 84 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 520 No_PP 0MPP 35.00 7/1LIBOR IO 84 1 YR Libor 12 12 20140501 20140601 2.250 5.000 2.000 521 No_PP 0MPP 16.70 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 522 No_PP 0MPP 37.98 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 523 Prepay 12MPP 30.91 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 524 No_PP 0MPP 31.34 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 525 Prepay 60MPP 9.83 7/1LIBOR 0 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 526 No_PP 0MPP 44.78 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 527 Prepay 12MPP 34.78 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 528 Prepay 12MPP 39.19 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 529 No_PP 0MPP 42.34 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 530 Prepay 36MPP 37.10 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 531 Prepay 12MPP 36.31 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 532 Prepay 12MPP 23.84 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 533 No_PP 0MPP 17.36 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 534 No_PP 0MPP 25.94 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 535 No_PP 0MPP 40.59 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 536 No_PP 0MPP 35.84 10/1LIBOR IO 120 1 YR Libor 12 12 20170501 20170601 2.250 5.000 2.000 537 No_PP 0MPP 35.81 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 538 Prepay 60MPP 44.70 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 539 No_PP 0MPP 36.82 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 540 Prepay 12MPP 40.75 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 541 Prepay 12MPP 49.48 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 542 No_PP 0MPP 30.47 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 543 Prepay 12MPP 47.68 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 544 No_PP 0MPP 38.65 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 545 Prepay 12MPP 36.90 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 546 Prepay 60MPP 30.78 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 547 Prepay 60MPP 47.14 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 548 No_PP 0MPP 36.50 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 549 No_PP 0MPP 33.71 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 550 No_PP 0MPP 37.49 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 551 No_PP 0MPP 31.40 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 552 Prepay 12MPP 44.07 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 553 Prepay 60MPP 51.81 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 554 Prepay 60MPP 49.87 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 555 Prepay 36MPP 27.65 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 556 No_PP 0MPP 30.05 10/1CMT 0 1 YR CMT 12 12 20170601 20170701 2.750 5.000 2.000 557 Prepay 12MPP 40.52 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 558 Prepay 60MPP 41.15 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 559 Prepay 12MPP 25.86 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 560 Prepay 36MPP 43.20 10/1LIBOR 0 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 561 Prepay 36MPP 35.45 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 562 No_PP 0MPP 52.60 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 563 Prepay 12MPP 25.85 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 564 No_PP 0MPP 45.10 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 565 No_PP 0MPP 37.02 10/1LIBOR 0 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 566 Prepay 12MPP 47.36 10/1LIBOR 0 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 567 No_PP 0MPP 41.10 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 568 Prepay 60MPP 39.39 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 569 Prepay 12MPP 43.98 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 570 No_PP 0MPP 44.41 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 571 Prepay 12MPP 39.71 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 572 Prepay 36MPP 42.83 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 573 No_PP 0MPP 46.72 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 574 No_PP 0MPP 22.55 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 575 No_PP 0MPP 32.64 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 576 No_PP 0MPP 43.77 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 577 Prepay 12MPP 42.19 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 578 No_PP 0MPP 45.13 5/1LIBOR IO 60 1 YR Libor 12 12 20120501 20120601 2.250 5.000 2.000 579 No_PP 0MPP 40.27 5/1LIBOR IO 60 1 YR Libor 12 12 20120501 20120601 2.250 5.000 2.000 580 No_PP 0MPP 44.48 5/1LIBOR IO 60 1 YR Libor 12 12 20120601 20120701 2.250 5.000 2.000 581 No_PP 0MPP 35.89 5/1LIBOR 0 1 YR Libor 12 12 20120501 20120601 2.250 5.000 2.000 582 No_PP 0MPP 43.16 7/1LIBOR IO 120 1 YR Libor 12 12 20140301 20140401 2.250 5.000 2.000 583 No_PP 0MPP 21.30 7/1LIBOR IO 84 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 584 No_PP 0MPP 42.07 7/1LIBOR IO 84 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 585 No_PP 0MPP 41.60 7/1LIBOR IO 84 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 586 Prepay 12MPP 28.47 7/1LIBOR 0 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 587 No_PP 0MPP 27.79 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 588 Prepay 12MPP 32.17 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 589 No_PP 0MPP 49.34 10/1LIBOR 0 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 590 No_PP 0MPP 19.69 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 591 Prepay 12MPP 40.15 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 592 No_PP 0MPP 33.20 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 593 No_PP 0MPP 38.89 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 594 No_PP 0MPP 51.00 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 595 No_PP 0MPP 40.07 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 596 Prepay 12MPP 35.63 7/1LIBOR 0 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 597 No_PP 0MPP 46.38 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 598 No_PP 0MPP 48.06 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 599 No_PP 0MPP 31.46 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 600 Prepay 12MPP 33.26 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 601 Prepay 12MPP 38.72 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 602 No_PP 0MPP 39.98 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 603 No_PP 0MPP 48.42 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 604 Prepay 12MPP 28.96 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 605 Prepay 60MPP 27.44 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 606 No_PP 0MPP 47.74 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 607 Prepay 36MPP 43.71 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 608 Prepay 60MPP 52.60 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 609 No_PP 0MPP 26.50 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 610 Prepay 36MPP 37.23 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 611 No_PP 0MPP 46.00 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 612 Prepay 12MPP 25.47 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 613 Prepay 36MPP 41.08 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 614 Prepay 12MPP 36.35 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 615 No_PP 0MPP 37.14 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 616 Prepay 36MPP 50.23 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 617 No_PP 0MPP 27.01 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 618 Prepay 36MPP 45.72 10/1LIBOR IO 120 1 YR Libor 12 12 20170601 20170701 2.250 5.000 2.000 619 No_PP 0MPP 36.81 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 620 No_PP 0MPP 29.60 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 621 No_PP 0MPP 48.16 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 622 No_PP 0MPP 40.44 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 623 Prepay 60MPP 39.00 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 624 Prepay 12MPP 43.66 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 625 Prepay 60MPP 21.80 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 626 No_PP 0MPP 40.62 10/1LIBOR IO 120 1 YR Libor 12 12 20170701 20170801 2.250 5.000 2.000 627 No_PP 0MPP 37.10 7/1LIBOR IO 84 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 628 Prepay 36MPP 25.63 7/1LIBOR IO 120 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 629 No_PP 0MPP 38.07 7/1LIBOR IO 84 1 YR Libor 12 12 20140601 20140701 2.250 5.000 2.000 630 No_PP 0MPP 38.74 7/1LIBOR IO 120 1 YR Libor 12 12 20140701 20140801 2.250 5.000 2.000 LOAN_SEQ GROSS_LIFE_CAP MAX_RATE MIN_RATE ROUNDING_PCT FICO_SCORE FRGN_NAT DOCTYPE LOAN_PURP OCCTYPE PROPTYPE UNITS ASSUMABLE ROLL AGE -------- -------------- -------- -------- ------------ ---------- -------- ------- --------- ------- -------- ----- --------- ---- --- 1 5.000 11.625 2.060 0.125 728 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 120 0 2 5.000 11.375 2.060 0.125 774 N Preferred Purchase Owner Occupied PUD 1 Unknown 121 0 3 5.000 11.625 2.060 0.125 704 N Preferred Purchase Owner Occupied Single Family 1 Unknown 121 0 4 5.000 11.250 2.060 0.125 764 N Full/Alternative Purchase Owner Occupied PUD 1 Unknown 120 0 5 5.000 11.000 2.060 0.125 734 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 118 2 6 5.000 11.000 2.060 0.125 792 N Preferred Purchase Owner Occupied Single Family 1 Unknown 119 1 7 5.000 11.000 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 119 1 8 5.000 11.375 2.060 0.125 795 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 119 1 9 5.000 11.250 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 119 1 10 5.000 12.875 2.060 0.125 668 N Full/Alternative Purchase Owner Occupied Condominium 1 Unknown 119 1 11 5.000 11.250 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 118 2 12 5.000 10.625 2.060 0.125 667 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 57 3 13 5.000 11.375 2.060 0.125 702 N Full/Alternative Purchase Owner Occupied PUD 1 Unknown 57 3 14 5.000 11.125 2.060 0.125 798 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 117 3 15 5.000 11.000 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 58 2 16 5.000 11.750 2.060 0.125 709 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 58 2 17 5.000 11.375 2.060 0.125 800 N Full/Alternative Purchase Owner Occupied PUD 1 With Consent 82 2 18 5.000 11.500 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied PUD 1 Unknown 82 2 19 5.000 11.750 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Condominium 1 Unknown 82 2 20 5.000 11.125 2.060 0.125 758 N Preferred Purchase Owner Occupied Single Family 1 Unknown 118 2 21 5.000 10.125 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 82 2 22 5.000 11.875 2.060 0.125 814 N Preferred Purchase Owner Occupied PUD 1 Unknown 121 0 23 5.000 11.500 2.060 0.125 755 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 119 1 24 5.000 11.750 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 120 0 25 5.000 11.750 2.060 0.125 705 N Preferred Purchase Owner Occupied PUD 1 Unknown 121 0 26 5.000 11.750 2.060 0.125 757 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 120 0 27 5.000 11.750 2.060 0.125 726 N Full/Alternative Purchase Owner Occupied PUD 1 Unknown 120 0 28 5.000 11.875 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 119 1 29 5.000 11.125 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 120 0 30 5.000 11.500 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 119 1 31 5.000 11.625 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 118 2 32 5.000 11.625 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied PUD 1 Unknown 119 1 33 5.000 11.875 2.060 0.125 755 N Full/Alternative Purchase Owner Occupied PUD 1 Unknown 120 0 34 5.000 11.625 2.060 0.125 711 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 120 0 35 5.000 12.875 2.060 0.125 688 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 119 1 36 5.000 11.875 2.060 0.125 704 N Preferred Purchase Owner Occupied PUD 1 Unknown 120 0 37 5.000 12.375 2.060 0.125 675 N Full/Alternative Purchase Owner Occupied Condominium 1 Unknown 120 0 38 5.000 11.500 2.060 0.125 756 N Preferred Purchase Owner Occupied Single Family 1 Unknown 120 0 39 5.000 11.625 2.060 0.125 713 N Preferred Purchase Owner Occupied PUD 1 Unknown 120 0 40 5.000 11.875 2.060 0.125 716 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 120 0 41 5.000 11.500 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 120 0 42 5.000 11.375 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 120 0 43 5.000 11.750 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 120 0 44 5.000 11.500 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied PUD 1 Unknown 120 0 45 5.000 11.625 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 119 1 46 5.000 11.250 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 118 2 47 5.000 11.500 2.060 0.125 779 N Preferred Purchase Owner Occupied Single Family 1 Unknown 119 1 48 5.000 11.750 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 120 0 49 5.000 11.750 2.060 0.125 740 N Preferred Purchase Owner Occupied PUD 1 Unknown 119 1 50 5.000 11.500 2.060 0.125 776 N Preferred Purchase Owner Occupied PUD 1 Unknown 120 0 51 5.000 11.500 2.060 0.125 666 N Full/Alternative Purchase Owner Occupied 2-4 Family 2 Unknown 120 0 52 5.000 12.000 2.060 0.125 720 N Preferred Purchase Owner Occupied PUD 1 Unknown 120 0 53 5.000 11.125 2.060 0.125 801 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 120 0 54 5.000 12.250 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 120 0 55 5.000 11.375 2.060 0.125 769 N Full/Alternative Purchase Owner Occupied Condominium 1 Unknown 120 0 56 5.000 11.625 2.060 0.125 716 N Preferred Purchase Owner Occupied Condominium 1 Unknown 121 0 57 5.000 9.875 2.060 0.125 719 N Full/Alternative Purchase Owner Occupied Condominium 1 With Consent 56 4 58 5.000 11.000 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 82 2 59 5.000 11.750 2.060 0.125 719 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 82 2 60 5.000 11.750 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 119 1 61 5.000 11.625 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied PUD 1 Unknown 120 0 62 5.000 12.000 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied PUD 1 Unknown 120 0 63 5.000 12.000 2.060 0.125 745 N Preferred Purchase Second Home PUD 1 Unknown 120 0 64 5.000 11.500 2.060 0.125 800 N Preferred Purchase Owner Occupied Single Family 1 Unknown 120 0 65 5.000 11.750 2.060 0.125 752 N Preferred Purchase Owner Occupied Condominium 1 Unknown 120 0 66 5.000 11.500 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 118 2 67 5.000 11.750 2.060 0.125 000 X Xxxxxxxxxx Rate/Term Refinance Owner Occupied PUD 1 Unknown 120 0 68 5.000 12.250 2.060 0.125 709 N Preferred Purchase Owner Occupied PUD 1 Unknown 120 0 69 5.000 11.750 2.060 0.125 782 N Preferred Purchase Second Home Single Family 1 Unknown 120 0 70 5.000 12.375 2.060 0.125 700 N Preferred Purchase Owner Occupied Single Family 1 Unknown 120 0 71 5.000 11.375 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 119 1 72 5.000 11.750 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 118 2 73 5.000 11.500 2.060 0.125 770 N Preferred Purchase Owner Occupied PUD 1 Unknown 120 0 74 5.000 11.500 2.060 0.125 766 N Preferred Purchase Owner Occupied Single Family 1 Unknown 120 0 75 5.000 11.875 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 120 0 76 5.000 11.625 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 120 0 77 5.000 12.000 2.060 0.125 739 N Preferred Purchase Owner Occupied Single Family 1 Unknown 120 0 78 5.000 11.625 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 120 0 79 5.000 11.250 2.060 0.125 706 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 120 0 80 5.000 12.125 2.060 0.125 690 N Full/Alternative Purchase Owner Occupied PUD 1 Unknown 119 1 81 5.000 11.750 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 120 0 82 5.000 11.875 2.060 0.125 792 N Preferred Purchase Owner Occupied Single Family 1 Unknown 120 0 83 5.000 11.875 2.060 0.125 694 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 120 0 84 5.000 11.750 2.060 0.125 804 N Full/Alternative Purchase Second Home Single Family 1 Unknown 120 0 85 5.000 11.625 2.060 0.125 806 N Preferred Purchase Owner Occupied CO-OP 1 Unknown 121 0 86 5.000 10.875 2.060 0.125 805 N Preferred Purchase Owner Occupied PUD 1 Unknown 120 0 87 5.000 12.375 2.060 0.125 754 N Preferred Purchase Owner Occupied Single Family 1 Unknown 120 0 88 5.000 11.250 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 118 2 89 5.000 10.875 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied PUD 1 Unknown 120 0 90 5.000 12.125 2.060 0.125 702 N Preferred Purchase Owner Occupied Single Family 1 Unknown 119 1 91 5.000 11.500 2.060 0.125 767 N Preferred Purchase Owner Occupied Single Family 1 Unknown 120 0 92 5.000 12.000 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 118 2 93 5.000 11.500 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 120 0 94 5.000 11.750 2.060 0.125 798 N Preferred Purchase Owner Occupied Single Family 1 Unknown 120 0 95 5.000 11.500 2.060 0.125 000 X Xxxxxxxxx Xxxx Out Refinance Owner Occupied PUD 1 Unknown 120 0 96 5.000 11.750 2.060 0.125 757 N Preferred Purchase Owner Occupied PUD 1 Unknown 120 0 97 5.000 11.750 2.060 0.125 793 N Preferred Purchase Owner Occupied Single Family 1 Unknown 120 0 98 5.000 11.750 2.060 0.125 783 N Preferred Purchase Owner Occupied Single Family 1 Unknown 120 0 99 5.000 11.500 2.060 0.125 750 N Preferred Purchase Owner Occupied Single Family 1 Unknown 120 0 100 5.000 11.625 2.060 0.125 787 N Preferred Purchase Owner Occupied PUD 1 Unknown 121 0 101 5.000 11.500 2.060 0.125 760 N Preferred Purchase Owner Occupied Single Family 1 Unknown 119 1 102 5.000 11.875 2.060 0.125 751 N Preferred Purchase Owner Occupied PUD 1 Unknown 119 1 103 5.000 11.125 2.060 0.125 685 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 119 1 104 5.000 11.250 2.060 0.125 698 Y Full/Alternative Cash Out Refinance Owner Occupied PUD 1 No 84 0 105 5.000 11.375 2.060 0.125 784 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 84 0 106 5.000 11.875 2.060 0.125 709 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 84 0 107 5.000 11.750 2.060 0.125 700 N Preferred Purchase Owner Occupied Single Family 1 Unknown 84 0 108 5.000 11.875 2.060 0.125 779 N Preferred Purchase Owner Occupied Single Family 1 Unknown 84 0 109 5.000 11.375 2.060 0.125 704 N Preferred Purchase Owner Occupied Condominium 1 Unknown 84 0 110 5.000 11.625 2.060 0.125 768 N Preferred Purchase Owner Occupied PUD 1 Unknown 84 0 111 5.000 11.750 2.060 0.125 774 N Preferred Purchase Owner Occupied PUD 1 Unknown 84 0 112 5.000 12.500 2.060 0.125 750 N Preferred Purchase Owner Occupied Single Family 1 Unknown 84 0 113 5.000 11.000 2.060 0.125 763 N Preferred Purchase Owner Occupied Single Family 1 Unknown 84 0 114 5.000 11.250 2.060 0.125 000 X Xxxxxxxxx Xxxx Out Refinance Owner Occupied PUD 1 Unknown 84 0 115 5.000 11.750 2.060 0.125 784 Y Preferred Rate/Term Refinance Owner Occupied PUD 1 No 84 0 116 5.000 11.125 2.060 0.125 805 N Preferred Purchase Owner Occupied PUD 1 Unknown 83 1 117 5.000 11.875 2.060 0.125 727 N Preferred Purchase Second Home PUD 1 Unknown 84 0 118 5.000 11.250 2.060 0.125 787 N Preferred Purchase Owner Occupied Single Family 1 Unknown 84 0 119 5.000 11.000 2.060 0.125 693 N Full/Alternative Purchase Owner Occupied PUD 1 Unknown 84 0 120 5.000 11.125 2.060 0.125 804 N Preferred Purchase Owner Occupied PUD 1 Unknown 84 0 121 5.000 10.875 2.060 0.125 776 N Preferred Purchase Owner Occupied PUD 1 Unknown 84 0 122 5.000 11.250 2.060 0.125 771 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 84 0 123 5.000 11.375 2.060 0.125 763 N Full/Alternative Purchase Owner Occupied PUD 1 Unknown 84 0 124 5.000 11.750 2.060 0.125 701 Y Preferred Purchase Owner Occupied Single Family 1 No 83 1 125 5.000 11.125 2.060 0.125 757 N Preferred Purchase Second Home Single Family 1 Unknown 84 0 126 5.000 12.375 2.060 0.125 733 N Full/Alternative Purchase Owner Occupied Condominium 1 Unknown 84 0 127 5.000 13.750 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied PUD 1 Unknown 84 0 128 5.000 11.125 2.060 0.125 736 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 83 1 129 5.000 11.250 2.060 0.125 718 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 84 0 130 5.000 11.625 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 84 0 131 5.000 11.500 2.060 0.125 787 N Preferred Purchase Owner Occupied Single Family 1 Unknown 84 0 132 5.000 12.375 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 83 1 133 5.000 10.000 2.060 0.125 753 N Preferred Purchase Owner Occupied PUD 1 Unknown 83 1 134 5.000 11.750 2.060 0.125 808 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 83 1 135 5.000 10.125 2.060 0.125 704 N Preferred Purchase Owner Occupied PUD 1 Unknown 84 0 136 5.000 11.500 2.060 0.125 756 Y Preferred Purchase Owner Occupied PUD 1 No 84 0 137 5.000 11.125 2.060 0.125 693 N Full/Alternative Purchase Owner Occupied PUD 1 Unknown 84 0 138 5.000 11.250 2.060 0.125 806 N Preferred Purchase Owner Occupied PUD 1 Unknown 83 1 139 5.000 11.125 2.060 0.125 739 N Full/Alternative Purchase Owner Occupied Single Family 1 No 83 1 140 5.000 11.500 2.060 0.125 777 N Preferred Purchase Owner Occupied Single Family 1 Unknown 84 0 141 5.000 11.750 2.060 0.125 690 N Full/Alternative Purchase Owner Occupied PUD 1 Unknown 83 1 142 5.000 10.625 2.060 0.125 707 N Preferred Purchase Owner Occupied PUD 1 Unknown 83 1 143 5.000 10.250 2.060 0.125 712 N Preferred Purchase Owner Occupied Single Family 1 Unknown 83 1 144 5.000 10.875 2.060 0.125 778 N Preferred Purchase Owner Occupied PUD 1 Unknown 84 0 145 5.000 11.750 2.060 0.125 742 N Preferred Purchase Owner Occupied Condominium 1 Unknown 84 0 146 5.000 11.250 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 84 0 147 5.000 10.625 2.060 0.125 789 Y Preferred Purchase Owner Occupied Single Family 1 No 83 1 148 5.000 11.125 2.060 0.125 682 Y Preferred Rate/Term Refinance Owner Occupied PUD 1 No 84 0 149 5.000 10.625 2.060 0.125 708 N Preferred Purchase Owner Occupied Single Family 1 Unknown 83 1 150 5.000 11.875 2.060 0.125 825 N Preferred Purchase Second Home Single Family 1 Unknown 84 0 151 5.000 12.000 2.060 0.125 690 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 84 0 152 5.000 11.125 2.060 0.125 763 N Preferred Purchase Owner Occupied Condominium 1 Unknown 84 0 153 5.000 11.125 2.060 0.125 730 Y Full/Alternative Purchase Owner Occupied Condominium 1 No 83 1 154 5.000 11.500 2.060 0.125 790 N Preferred Purchase Owner Occupied PUD 1 Unknown 84 0 155 5.000 11.250 2.060 0.125 777 N Preferred Purchase Owner Occupied PUD 1 Unknown 84 0 156 5.000 12.625 2.060 0.125 685 N Full/Alternative Purchase Owner Occupied Condominium 1 Unknown 84 0 157 5.000 12.625 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 84 0 158 5.000 11.375 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 83 1 159 5.000 11.500 2.060 0.125 703 N Preferred Purchase Owner Occupied Single Family 1 Unknown 84 0 160 5.000 11.250 2.060 0.125 758 N Preferred Purchase Owner Occupied Condominium 1 Unknown 85 0 161 5.000 11.625 2.060 0.125 754 N Preferred Purchase Second Home Single Family 1 Unknown 84 0 162 5.000 11.500 2.060 0.125 741 N Preferred Purchase Owner Occupied Single Family 1 Unknown 84 0 163 5.000 11.375 2.060 0.125 784 N Full/Alternative Purchase Owner Occupied PUD 1 Unknown 84 0 164 5.000 10.000 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 57 3 165 5.000 9.875 2.060 0.125 668 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 56 4 166 5.000 11.250 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 118 2 167 5.000 10.500 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 56 4 168 5.000 11.375 1.860 0.125 740 N Stated Income Rate/Term Refinance Owner Occupied Single Family 1 No 60 0 169 5.000 11.375 1.860 0.125 728 N Full/Alternative Purchase Second Home Single Family 1 No 60 0 170 5.000 11.250 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 121 0 171 5.000 11.375 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 120 0 172 5.000 11.250 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 119 1 173 5.000 11.875 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 119 1 174 5.000 11.000 2.060 0.125 702 N Full/Alternative Purchase Owner Occupied PUD 1 Unknown 120 0 175 5.000 11.375 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied PUD 1 Unknown 119 1 176 5.000 10.750 2.060 0.125 704 N Preferred Purchase Owner Occupied PUD 1 Unknown 121 0 177 5.000 11.875 2.060 0.125 708 N Preferred Purchase Owner Occupied Single Family 1 Unknown 120 0 178 5.000 12.625 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 121 0 179 5.000 12.000 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 120 0 180 5.000 12.125 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Condominium 1 Unknown 120 0 181 5.000 11.750 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 121 0 182 5.000 11.875 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 121 0 183 5.000 11.125 2.060 0.125 742 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 119 1 184 5.000 11.250 2.060 0.125 784 N Preferred Purchase Owner Occupied Single Family 1 Unknown 120 0 185 5.000 11.625 2.060 0.125 753 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 120 0 186 5.000 11.875 2.060 0.125 799 N Preferred Purchase Owner Occupied PUD 1 Unknown 121 0 187 5.000 11.750 2.195 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 119 1 188 5.000 12.000 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 120 0 189 5.000 11.750 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxxxxxx Xxxxxx Home Single Family 1 Unknown 120 0 190 5.000 11.750 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 120 0 191 5.000 11.625 2.060 0.125 716 N Preferred Purchase Owner Occupied PUD 1 Unknown 121 0 192 5.000 12.000 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 119 1 193 5.000 11.750 2.060 0.125 756 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 119 1 194 5.000 11.750 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 119 1 195 5.000 11.875 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 120 0 196 5.000 10.500 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxxxxxx Xxxxxx Home PUD 1 Unknown 120 0 197 5.000 11.625 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 119 1 198 5.000 11.250 1.860 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 No 61 0 199 5.000 11.875 2.060 0.125 703 N Preferred Purchase Owner Occupied Single Family 1 Unknown 120 0 200 5.000 11.875 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 121 0 201 5.000 11.625 2.060 0.125 742 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 120 0 202 5.000 12.250 2.060 0.125 723 N Preferred Purchase Owner Occupied Condominium 1 Unknown 121 0 203 5.000 11.875 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 121 0 204 5.000 11.625 2.060 0.125 768 N Preferred Purchase Owner Occupied CO-OP 1 Unknown 120 0 205 5.000 11.000 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 121 0 206 5.000 11.750 2.060 0.125 758 N Preferred Purchase Owner Occupied Condominium 1 Unknown 120 0 207 5.000 11.625 2.060 0.125 718 N Full/Alternative Purchase Owner Occupied Condominium 1 Unknown 120 0 208 5.000 12.000 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 121 0 209 5.000 10.750 1.860 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 With Consent 58 2 210 5.000 10.625 1.860 0.125 727 N Stated Income Rate/Term Refinance Owner Occupied Single Family 1 With Consent 58 2 211 5.000 11.750 1.860 0.125 660 N Stated Income Rate/Term Refinance Owner Occupied Single Family 1 With Consent 58 2 212 5.000 11.250 1.860 0.125 697 N Stated Income Rate/Term Refinance Owner Occupied Single Family 1 No 58 2 213 5.000 11.500 1.860 0.125 694 N Stated Income Cash Out Refinance Owner Occupied PUD 1 With Consent 58 2 214 5.000 11.625 1.860 0.125 721 N Stated Income Rate/Term Refinance Owner Occupied Condominium 1 With Consent 58 2 215 5.000 10.875 1.860 0.125 759 N Stated Income Cash Out Refinance Owner Occupied Single Family 1 With Consent 58 2 216 5.000 11.000 1.860 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 With Consent 58 2 217 5.000 10.750 1.860 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied PUD 1 With Consent 58 2 218 5.000 11.500 1.860 0.125 714 N Stated Income Rate/Term Refinance Second Home Single Family 1 No 58 2 219 5.000 11.250 1.860 0.125 687 N Stated Income Purchase Second Home Single Family 1 With Consent 58 2 220 5.000 12.125 1.860 0.125 714 N Stated Income Purchase Owner Occupied Single Family 1 Yes 59 1 221 5.000 12.125 2.360 0.125 701 N Stated Income Purchase Owner Occupied 2-4 Family 2 Yes 59 1 222 5.000 11.000 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 83 1 223 5.000 11.125 2.060 0.125 666 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 83 1 224 5.000 11.500 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxxxxxx Xxxxxx Home Single Family 1 Unknown 83 1 225 5.000 12.000 2.060 0.125 728 N Full/Alternative Purchase Owner Occupied PUD 1 Unknown 83 1 226 5.000 10.250 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 83 1 227 5.000 10.250 2.060 0.125 780 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 84 0 228 5.000 11.625 2.060 0.125 744 N Preferred Purchase Owner Occupied Single Family 1 Unknown 83 1 229 5.000 11.750 2.060 0.125 675 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 83 1 230 5.000 11.375 2.060 0.125 698 Y Full/Alternative Rate/Term Refinance Owner Occupied Single Family 1 No 83 1 231 5.000 11.375 2.060 0.125 755 N Preferred Purchase Owner Occupied Single Family 1 Unknown 83 1 232 5.000 11.875 2.060 0.125 716 N Preferred Purchase Owner Occupied Single Family 1 Unknown 83 1 233 5.000 11.500 2.060 0.125 713 N Preferred Purchase Owner Occupied Condominium 1 Unknown 83 1 234 5.000 11.500 2.060 0.125 746 N Preferred Purchase Owner Occupied Single Family 1 Unknown 83 1 235 5.000 10.625 2.060 0.125 763 N Preferred Purchase Owner Occupied PUD 1 Unknown 83 1 236 5.000 11.375 2.060 0.125 746 N Preferred Purchase Owner Occupied PUD 1 Unknown 83 1 237 5.000 10.750 2.060 0.125 795 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 79 5 238 5.000 11.750 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 83 1 239 5.000 11.625 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 83 1 240 5.000 10.750 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Second Home Single Family 1 Unknown 83 1 241 5.000 11.375 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 84 0 242 5.000 10.125 2.060 0.125 724 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 84 0 243 5.000 11.250 2.060 0.125 804 N Preferred Purchase Owner Occupied PUD 1 Unknown 84 0 244 5.000 10.875 2.060 0.125 751 N Preferred Purchase Owner Occupied PUD 1 Unknown 81 3 245 5.000 11.125 2.060 0.125 797 N Preferred Purchase Owner Occupied Single Family 1 Unknown 83 1 246 5.000 11.250 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 58 2 247 5.000 10.750 2.060 0.125 764 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 118 2 248 5.000 11.250 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied PUD 1 Unknown 58 2 249 5.000 10.750 2.060 0.125 796 N Preferred Purchase Owner Occupied Single Family 1 Unknown 82 2 250 5.000 11.500 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxxxxxx Xxxxxx Home Single Family 1 Unknown 118 2 251 5.000 11.500 2.060 0.125 753 N Full/Alternative Purchase Owner Occupied Single Family 1 With Consent 82 2 252 5.000 11.875 2.060 0.125 709 N Full/Alternative Purchase Owner Occupied Single Family 1 With Consent 118 2 253 5.000 11.250 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 118 2 254 5.000 11.500 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Condominium 1 Unknown 58 2 255 5.000 11.125 2.060 0.125 799 N Preferred Purchase Owner Occupied PUD 1 Unknown 118 2 256 5.000 11.250 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 118 2 257 5.000 11.250 2.060 0.125 712 N Preferred Cash Out Refinance Owner Occupied Single Family 1 With Consent 118 2 258 5.000 11.375 2.060 0.125 000 X Xxxxxxxxx Xxxx Out Refinance Owner Occupied PUD 1 Unknown 118 2 259 5.000 11.250 2.060 0.125 759 N Preferred Purchase Owner Occupied PUD 1 Unknown 58 2 260 5.000 10.875 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 58 2 261 5.000 10.500 2.060 0.125 745 N Full/Alternative Purchase Owner Occupied PUD 1 Unknown 58 2 262 5.000 10.875 2.060 0.125 712 N Preferred Purchase Owner Occupied PUD 1 Unknown 58 2 263 5.000 11.250 2.060 0.125 675 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 58 2 264 5.000 10.750 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 58 2 265 5.000 10.000 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 58 2 266 5.000 11.000 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 58 2 267 5.000 10.875 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 58 2 268 5.000 11.625 2.060 0.125 780 N Preferred Purchase Owner Occupied PUD 1 Unknown 58 2 269 5.000 11.875 2.060 0.125 812 N Preferred Purchase Owner Occupied Single Family 1 Unknown 59 1 270 5.000 10.875 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 58 2 271 5.000 11.250 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied 2-4 Family 2 Unknown 58 2 272 5.000 11.250 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied PUD 1 Unknown 58 2 273 5.000 10.875 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 59 1 274 5.000 11.625 2.060 0.125 780 N Preferred Purchase Owner Occupied PUD 1 Unknown 59 1 275 5.000 11.875 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 117 3 276 5.000 11.625 2.060 0.125 791 N Preferred Purchase Owner Occupied Single Family 1 Unknown 118 2 277 5.000 11.375 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Condominium 1 Unknown 117 3 278 5.000 11.875 2.060 0.125 735 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 117 3 279 5.000 12.000 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 118 2 280 5.000 11.250 2.060 0.125 703 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 118 2 281 5.000 11.500 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Condominium 1 Unknown 118 2 282 5.000 11.375 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxxxxxx Xxxxxx Home Single Family 1 Unknown 119 1 283 5.000 11.000 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 118 2 284 5.000 10.875 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 118 2 285 5.000 11.250 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 118 2 286 5.000 11.250 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxxxxxx Xxxxxx Home PUD 1 Unknown 118 2 287 5.000 11.500 2.060 0.125 702 N Preferred Purchase Owner Occupied Single Family 1 Unknown 119 1 288 5.000 11.500 2.060 0.125 792 N Preferred Purchase Owner Occupied Condominium 1 Unknown 118 2 289 5.000 11.125 2.060 0.125 745 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 119 1 290 5.000 11.750 2.060 0.125 726 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 118 2 291 5.000 11.250 2.060 0.125 771 N Preferred Purchase Owner Occupied Single Family 1 Unknown 119 1 292 5.000 11.250 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 119 1 293 5.000 11.250 2.060 0.125 693 N Full/Alternative Purchase Owner Occupied Condominium 1 Unknown 118 2 294 5.000 11.250 2.060 0.125 779 N Preferred Purchase Owner Occupied Single Family 1 Unknown 118 2 295 5.000 11.625 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 118 2 296 5.000 11.000 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 119 1 297 5.000 11.000 2.060 0.125 729 N Preferred Purchase Owner Occupied Single Family 1 Unknown 118 2 298 5.000 11.250 2.060 0.125 800 N Preferred Purchase Owner Occupied Single Family 1 Unknown 119 1 299 5.000 11.250 2.060 0.125 777 N Preferred Purchase Owner Occupied PUD 1 Unknown 119 1 300 5.000 11.375 2.060 0.125 737 N Preferred Purchase Owner Occupied Single Family 1 Unknown 119 1 301 5.000 11.625 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 118 2 302 5.000 11.750 2.060 0.125 754 N Preferred Purchase Owner Occupied Single Family 1 Unknown 118 2 303 5.000 11.375 2.060 0.125 691 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 82 2 304 5.000 11.000 2.060 0.125 690 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 82 2 305 5.000 11.125 2.060 0.125 790 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 82 2 306 5.000 10.875 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied PUD 1 Unknown 82 2 307 5.000 11.750 2.060 0.125 764 N Preferred Purchase Second Home Single Family 1 Unknown 118 2 308 6.000 12.000 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied PUD 1 Unknown 82 2 309 5.000 11.000 2.060 0.125 788 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 82 2 310 5.000 11.000 2.060 0.125 733 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 82 2 311 5.000 11.250 2.060 0.125 791 N Preferred Purchase Owner Occupied Condominium 1 Unknown 82 2 312 5.000 11.500 2.060 0.125 747 N Preferred Purchase Second Home Condominium 1 Unknown 119 1 313 5.000 10.000 2.060 0.125 737 N Preferred Purchase Owner Occupied Condominium 1 Unknown 82 2 314 5.000 10.875 2.060 0.125 752 N Preferred Purchase Owner Occupied PUD 1 Unknown 83 1 315 5.000 10.875 2.060 0.125 798 N Preferred Purchase Second Home Single Family 1 Unknown 83 1 316 5.000 11.125 2.060 0.125 000 X Xxxxxxxxxx Rate/Term Refinance Owner Occupied Single Family 1 Unknown 82 2 317 5.000 10.875 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Investor Single Family 1 Unknown 83 1 318 5.000 11.375 2.060 0.125 706 N Preferred Purchase Owner Occupied PUD 1 Unknown 82 2 319 5.000 11.125 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Condominium 1 Unknown 118 2 320 5.000 11.375 2.060 0.125 706 N Preferred Purchase Owner Occupied Single Family 1 Unknown 119 1 321 5.000 11.875 2.060 0.125 712 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 119 1 322 5.000 11.125 2.060 0.125 790 N Preferred Purchase Owner Occupied Single Family 1 Unknown 119 1 323 5.000 10.500 2.060 0.125 805 N Preferred Purchase Owner Occupied Single Family 1 Unknown 58 2 324 5.000 10.875 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 82 2 325 5.000 10.875 2.060 0.125 000 X Xxxxxxxxx Xxxx Out Refinance Owner Occupied PUD 1 Unknown 58 2 326 5.000 11.750 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied PUD 1 Unknown 82 2 327 5.000 11.000 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 58 2 328 5.000 11.375 2.060 0.125 660 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 118 2 329 5.000 11.375 2.060 0.125 814 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 118 2 330 5.000 11.500 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied PUD 1 Unknown 118 2 331 5.000 11.375 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 82 2 332 5.000 11.250 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 118 2 333 5.000 11.500 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 118 2 334 5.000 11.375 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 With Consent 118 2 335 5.000 10.500 2.060 0.125 724 N Preferred Purchase Owner Occupied Single Family 1 Unknown 118 2 336 5.000 11.375 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 118 2 337 5.000 11.250 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied PUD 1 Unknown 82 2 338 5.000 11.250 2.060 0.125 721 N Preferred Purchase Owner Occupied PUD 1 With Consent 118 2 339 5.000 11.000 2.060 0.125 673 N Full/Alternative Purchase Owner Occupied PUD 1 No 118 2 340 5.000 11.000 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 118 2 341 5.000 10.875 2.060 0.125 739 N Preferred Purchase Owner Occupied Condominium 1 Unknown 58 2 342 5.000 11.375 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 58 2 343 5.000 11.125 2.060 0.125 819 N Preferred Purchase Owner Occupied PUD 1 Unknown 118 2 344 5.000 10.500 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 With Consent 81 3 345 5.000 10.750 2.060 0.125 767 N Preferred Purchase Owner Occupied PUD 1 Unknown 118 2 346 5.000 11.125 2.060 0.125 755 N Preferred Purchase Owner Occupied Single Family 1 With Consent 118 2 347 5.000 11.750 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 58 2 348 5.000 11.375 2.060 0.125 793 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 82 2 349 5.000 10.625 2.060 0.125 705 N Preferred Purchase Owner Occupied PUD 1 Unknown 118 2 350 5.000 11.125 2.060 0.125 740 N Preferred Purchase Owner Occupied Single Family 1 Unknown 118 2 351 5.000 11.125 2.060 0.125 791 N Preferred Purchase Owner Occupied PUD 1 Unknown 118 2 352 5.000 10.750 2.060 0.125 750 N Preferred Purchase Owner Occupied PUD 1 Unknown 57 3 353 5.000 11.250 2.060 0.125 763 N Preferred Purchase Owner Occupied PUD 1 Unknown 118 2 354 5.000 10.500 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 57 3 355 5.000 11.125 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 58 2 356 5.000 11.000 2.060 0.125 711 N Preferred Purchase Owner Occupied Single Family 1 Unknown 58 2 357 5.000 11.250 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 118 2 358 5.000 11.000 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 118 2 359 5.000 10.500 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied PUD 1 With Consent 58 2 360 5.000 11.000 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 118 2 361 5.000 11.000 2.060 0.125 000 X Xxxxxxxxx Xxxx Out Refinance Owner Occupied PUD 1 Unknown 82 2 362 5.000 11.625 2.060 0.125 734 N Preferred Purchase Second Home Condominium 1 Unknown 118 2 363 5.000 11.125 2.060 0.125 786 N Preferred Purchase Owner Occupied Single Family 1 Unknown 118 2 364 5.000 10.750 2.060 0.125 748 N Preferred Purchase Owner Occupied Condominium 1 Unknown 58 2 365 5.000 11.375 2.060 0.125 702 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 118 2 366 5.000 11.250 2.060 0.125 766 N Preferred Purchase Owner Occupied PUD 1 Unknown 118 2 367 5.000 11.500 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 118 2 368 5.000 11.625 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 118 2 369 5.000 11.125 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 With Consent 57 3 370 5.000 11.500 2.060 0.125 717 N Preferred Purchase Owner Occupied PUD 1 Unknown 118 2 371 5.000 10.000 2.060 0.125 683 N Full/Alternative Purchase Owner Occupied Condominium 1 Unknown 58 2 372 5.000 11.750 2.060 0.125 758 N Full/Alternative Purchase Owner Occupied Condominium 1 Unknown 118 2 373 5.000 11.375 2.060 0.125 730 N Preferred Purchase Owner Occupied PUD 1 Unknown 118 2 374 5.000 11.250 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 118 2 375 5.000 11.250 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 82 2 376 5.000 10.250 2.060 0.125 756 N Preferred Purchase Owner Occupied PUD 1 Unknown 82 2 377 5.000 10.500 2.060 0.125 684 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 57 3 378 5.000 9.875 2.060 0.125 783 N Full/Alternative Purchase Owner Occupied PUD 1 Unknown 58 2 379 5.000 11.125 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxxxxxx Xxxxxx Home Condominium 1 Unknown 118 2 380 5.000 11.250 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 118 2 381 5.000 11.250 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 118 2 382 5.000 11.875 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 117 3 383 5.000 10.875 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied PUD 1 No 56 4 384 5.000 11.125 2.060 0.125 726 N Preferred Purchase Owner Occupied PUD 1 Unknown 57 3 385 5.000 11.750 2.060 0.125 795 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 81 3 386 5.000 11.000 2.060 0.125 740 N Full/Alternative Purchase Owner Occupied PUD 1 Unknown 117 3 387 5.000 11.000 2.060 0.125 805 N Preferred Purchase Owner Occupied PUD 1 Unknown 118 2 388 5.000 10.625 2.060 0.125 736 N Full/Alternative Purchase Owner Occupied Condominium 1 Unknown 57 3 389 5.000 11.125 2.060 0.125 772 N Preferred Purchase Owner Occupied Condominium 1 Unknown 58 2 390 5.000 10.750 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied PUD 1 Unknown 58 2 391 5.000 10.875 2.060 0.125 733 N Preferred Purchase Owner Occupied PUD 1 Unknown 117 3 392 5.000 11.250 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 82 2 393 5.000 11.000 2.060 0.125 772 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 82 2 394 5.000 10.750 2.060 0.125 709 N Preferred Purchase Owner Occupied PUD 1 Unknown 81 3 395 5.000 10.875 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 82 2 396 5.000 8.875 2.060 0.125 679 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 56 4 397 5.000 10.250 2.060 0.125 733 N Full/Alternative Purchase Owner Occupied PUD 1 Unknown 56 4 398 5.000 11.625 2.060 0.125 761 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 117 3 399 5.000 10.625 2.060 0.125 737 N Full/Alternative Purchase Owner Occupied PUD 1 Unknown 58 2 400 5.000 11.375 2.060 0.125 813 N Preferred Purchase Owner Occupied Condominium 1 Unknown 117 3 401 5.000 11.250 2.060 0.125 812 N Preferred Purchase Owner Occupied PUD 1 Unknown 57 3 402 5.000 10.875 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied PUD 1 Unknown 57 3 403 5.000 11.125 2.060 0.125 764 N Preferred Purchase Owner Occupied PUD 1 Unknown 82 2 404 5.000 12.000 2.060 0.125 748 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 82 2 405 5.000 11.750 2.060 0.125 704 N Full/Alternative Purchase Owner Occupied Single Family 1 With Consent 118 2 406 5.000 11.750 2.060 0.125 710 N Full/Alternative Purchase Owner Occupied PUD 1 Unknown 57 3 407 5.000 11.375 2.060 0.125 739 N Full/Alternative Purchase Second Home Single Family 1 With Consent 58 2 408 5.000 11.750 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Second Home PUD 1 With Consent 82 2 409 5.000 11.875 2.060 0.125 766 N Preferred Purchase Second Home PUD 1 No 82 2 410 5.000 10.125 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxxxxxx Xxxxxx Home PUD 1 Unknown 57 3 411 5.000 11.125 2.060 0.125 803 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 118 2 412 5.000 11.500 2.060 0.125 780 N Full/Alternative Purchase Owner Occupied Condominium 1 Unknown 118 2 413 5.000 11.500 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 81 3 414 5.000 10.875 2.060 0.125 758 N Preferred Purchase Owner Occupied Condominium 1 Unknown 117 3 415 5.000 10.750 2.060 0.125 794 N Full/Alternative Purchase Owner Occupied Condominium 1 Unknown 82 2 416 5.000 11.500 2.060 0.125 703 N Full/Alternative Purchase Owner Occupied PUD 1 Unknown 82 2 417 5.000 11.250 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 With Consent 57 3 418 5.000 11.000 2.060 0.125 732 N Preferred Purchase Owner Occupied PUD 1 Unknown 57 3 419 5.000 11.250 2.060 0.125 759 N Preferred Purchase Owner Occupied Single Family 1 Unknown 118 2 420 5.000 11.375 2.060 0.125 777 N Preferred Purchase Owner Occupied PUD 1 Unknown 57 3 421 5.000 11.500 1.860 0.125 786 N Stated Income Cash Out Refinance Owner Occupied PUD 1 Yes 81 3 422 5.000 11.625 1.860 0.125 706 N Stated Income Cash Out Refinance Owner Occupied Single Family 1 No 84 0 423 5.000 12.000 1.860 0.125 682 N Full/Alternative Purchase Owner Occupied Single Family 1 No 59 1 424 5.000 11.125 1.860 0.125 716 N Full/Alternative Purchase Owner Occupied Single Family 1 No 119 1 425 5.000 12.000 1.860 0.125 783 N Stated Income Rate/Term Refinance Owner Occupied Single Family 1 No 59 1 426 5.000 11.250 1.860 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 No 59 1 427 5.000 12.250 1.860 0.125 687 N Stated Income Purchase Owner Occupied Single Family 1 No 58 2 428 5.000 11.375 1.860 0.125 722 N Stated Income Rate/Term Refinance Owner Occupied Single Family 1 No 59 1 429 5.000 11.625 2.060 0.125 675 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 119 1 430 5.000 11.625 2.060 0.125 734 N Preferred Purchase Owner Occupied Single Family 1 Unknown 119 1 431 5.000 11.250 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 119 1 432 5.000 11.625 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Second Home PUD 1 Unknown 119 1 433 5.000 11.125 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 119 1 434 5.000 11.250 2.060 0.125 722 N Preferred Purchase Owner Occupied PUD 1 Unknown 119 1 435 5.000 11.375 2.060 0.125 769 N Preferred Purchase Owner Occupied Single Family 1 Unknown 119 1 436 5.000 11.375 2.060 0.125 745 N Preferred Purchase Owner Occupied Single Family 1 Unknown 119 1 437 5.000 11.875 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 119 1 438 5.000 11.375 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 119 1 439 5.000 11.250 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 Unknown 119 1 440 5.000 11.375 2.060 0.125 732 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 119 1 441 5.000 11.750 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Condominium 1 Unknown 119 1 442 5.000 11.375 2.060 0.125 724 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 119 1 443 5.000 11.000 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 118 2 444 5.000 11.375 2.560 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 Unknown 119 1 445 5.000 11.250 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 119 1 446 5.000 11.250 2.060 0.125 718 N Preferred Purchase Owner Occupied Single Family 1 Unknown 119 1 447 5.000 11.125 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied PUD 1 Unknown 119 1 448 5.000 11.250 2.060 0.125 000 X Xxxxxxxxx Xxxx/Xxxx Refinance Second Home Condominium 1 Unknown 119 1 449 5.000 11.625 2.060 0.125 754 N Preferred Purchase Owner Occupied Single Family 1 Unknown 119 1 450 5.000 12.375 1.860 0.125 684 N Stated Income Rate/Term Refinance Owner Occupied Single Family 1 No 85 0 451 5.000 11.500 1.860 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 No 60 0 452 5.000 11.375 1.860 0.125 772 N Stated Income Rate/Term Refinance Owner Occupied Single Family 1 No 61 0 453 5.000 11.375 1.860 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 No 84 0 454 5.000 11.500 1.860 0.125 761 N Stated Income Rate/Term Refinance Owner Occupied PUD 1 No 60 0 455 5.000 11.125 1.860 0.125 733 N Stated Income Purchase Owner Occupied Single Family 1 No 60 0 456 5.000 11.500 1.860 0.125 704 N Stated Income Rate/Term Refinance Owner Occupied Single Family 1 No 120 0 457 5.000 11.375 1.860 0.125 752 N Full/Alternative Purchase Owner Occupied PUD 1 No 84 0 458 5.000 10.875 2.360 0.125 767 N Limited Rate/Term Refinance Owner Occupied Condominium 1 With Consent 51 9 459 5.000 10.875 1.860 0.125 783 Y Full/Alternative Purchase Owner Occupied Single Family 1 With Consent 58 2 460 5.000 10.250 1.860 0.125 792 N Stated Income Purchase Owner Occupied Single Family 1 With Consent 58 2 461 5.000 11.875 1.860 0.125 749 N Stated Income Purchase Owner Occupied Single Family 1 With Consent 58 2 462 5.000 10.875 1.860 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 With Consent 58 2 463 5.000 10.750 1.860 0.125 750 N Stated Income Purchase Owner Occupied Single Family 1 With Consent 58 2 464 5.000 10.875 1.860 0.125 668 N Stated Income Rate/Term Refinance Investor PUD 1 With Consent 57 3 465 5.000 12.000 1.860 0.125 762 N Full/Alternative Purchase Owner Occupied Single Family 1 No 60 0 466 5.000 11.625 1.860 0.125 663 N Full/Alternative Purchase Owner Occupied Single Family 1 No 60 0 467 5.000 12.250 1.860 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 No 60 0 468 5.000 11.750 1.860 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Townhouse 1 No 60 0 469 5.000 11.250 1.860 0.125 709 N Stated Income Rate/Term Refinance Owner Occupied Single Family 1 No 60 0 470 5.000 11.500 1.860 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied PUD 1 No 85 0 471 5.000 11.875 1.860 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx/Xxxx Refinance Owner Occupied Single Family 1 No 60 0 472 5.000 11.500 1.860 0.125 695 N Stated Income Rate/Term Refinance Owner Occupied Single Family 1 No 60 0 473 5.000 11.125 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 118 2 474 5.000 11.500 2.060 0.125 699 N Full/Alternative Purchase Owner Occupied PUD 1 Unknown 82 2 475 5.000 11.750 2.060 0.125 810 N Preferred Purchase Second Home Single Family 1 Unknown 118 2 476 5.000 11.750 2.060 0.125 000 X Xxxx/Xxxxxxxxxxx Xxxx Out Refinance Owner Occupied Single Family 1 Unknown 58 2 477 5.000 11.750 2.060 0.125 802 N Preferred Rate/Term Refinance Owner Occupied PUD 1 Unknown 58 2 478 5.000 11.125 2.060 0.125 728 N Preferred Rate/Term Refinance Owner Occupied Single Family 1 Unknown 58 2 479 5.000 11.250 2.060 0.125 801 N Preferred Purchase Owner Occupied Single Family 1 Unknown 83 1 480 5.000 11.500 2.060 0.125 741 N Preferred Purchase Second Home PUD 1 Unknown 82 2 481 5.000 11.625 2.060 0.125 758 N Full/Alternative Rate/Term Refinance Owner Occupied Single Family 1 Unknown 118 2 482 5.000 11.875 2.060 0.125 739 N Preferred Rate/Term Refinance Owner Occupied Single Family 1 Unknown 118 2 483 5.000 11.375 2.060 0.125 674 N Full/Alternative Cash Out Refinance Owner Occupied Single Family 1 Unknown 118 2 484 5.000 11.250 2.060 0.125 785 N Preferred Rate/Term Refinance Owner Occupied Single Family 1 Unknown 118 2 485 5.000 10.875 2.060 0.125 758 N Full/Alternative Rate/Term Refinance Owner Occupied Single Family 1 Unknown 82 2 486 5.000 10.875 2.060 0.125 813 N Preferred Purchase Owner Occupied Single Family 1 Unknown 118 2 487 5.000 11.500 2.060 0.125 796 N Full/Alternative Purchase Owner Occupied Condominium 1 Unknown 118 2 488 5.000 11.125 2.060 0.125 660 N Full/Alternative Cash Out Refinance Owner Occupied Single Family 1 Unknown 118 2 489 5.000 10.875 2.060 0.125 792 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 82 2 490 5.000 11.375 2.060 0.125 779 N Preferred Rate/Term Refinance Owner Occupied PUD 1 With Consent 82 2 491 5.000 11.375 2.060 0.125 698 N Full/Alternative Purchase Owner Occupied Single Family 1 With Consent 118 2 492 5.000 11.750 2.060 0.125 784 N Full/Alternative Rate/Term Refinance Owner Occupied PUD 1 Unknown 58 2 493 5.000 11.000 2.060 0.125 785 N Preferred Rate/Term Refinance Owner Occupied Condominium 1 Unknown 82 2 494 5.000 11.000 2.060 0.125 758 N Preferred Rate/Term Refinance Owner Occupied Single Family 1 Unknown 82 2 495 5.000 11.000 2.060 0.125 662 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 82 2 496 5.000 10.875 2.060 0.125 775 N Full/Alternative Rate/Term Refinance Owner Occupied Single Family 1 Unknown 58 2 497 5.000 11.250 2.060 0.125 773 N Preferred Purchase Owner Occupied PUD 1 Unknown 82 2 498 5.000 10.750 2.060 0.125 739 N Full/Alternative Cash Out Refinance Owner Occupied Single Family 1 Unknown 58 2 499 5.000 11.500 2.060 0.125 761 N Preferred Purchase Owner Occupied PUD 1 Unknown 118 2 500 5.000 11.375 2.060 0.125 690 N Full/Alternative Rate/Term Refinance Owner Occupied Single Family 1 Unknown 118 2 501 5.000 11.500 2.060 0.125 717 N Preferred Rate/Term Refinance Owner Occupied Single Family 1 Unknown 82 2 502 5.000 11.375 2.060 0.125 797 N Preferred Purchase Owner Occupied Condominium 1 Unknown 82 2 503 5.000 11.625 2.060 0.125 688 N Full/Alternative Purchase Owner Occupied PUD 1 Unknown 118 2 504 5.000 12.625 2.060 0.125 715 N Preferred Purchase Owner Occupied Single Family 1 Unknown 114 6 505 5.000 11.000 2.060 0.125 779 N Preferred Purchase Owner Occupied Single Family 1 Unknown 116 4 506 5.000 11.500 2.060 0.125 794 N Full/Alternative Cash Out Refinance Owner Occupied PUD 1 No 117 3 507 5.000 11.250 2.060 0.125 738 N Full/Alternative Rate/Term Refinance Owner Occupied Single Family 1 Unknown 114 6 508 5.000 11.625 2.060 0.125 809 N Preferred Purchase Owner Occupied Single Family 1 With Consent 118 2 509 5.000 11.125 2.060 0.125 724 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 117 3 510 5.000 11.250 2.060 0.125 803 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 118 2 511 5.000 11.375 2.060 0.125 755 N Preferred Purchase Owner Occupied Single Family 1 Unknown 118 2 512 5.000 11.000 2.060 0.125 793 N Preferred Purchase Owner Occupied Single Family 1 With Consent 118 2 513 5.000 11.375 2.060 0.125 747 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 118 2 514 5.000 11.375 2.060 0.125 809 N Preferred Purchase Owner Occupied Single Family 1 Unknown 118 2 515 5.000 11.500 2.060 0.125 795 N Full/Alternative Cash Out Refinance Owner Occupied Single Family 1 Unknown 82 2 516 5.000 10.000 2.060 0.125 775 N Full/Alternative Purchase Owner Occupied Condominium 1 Unknown 80 4 517 5.000 11.125 2.060 0.125 774 N Preferred Purchase Owner Occupied Single Family 1 Unknown 82 2 518 5.000 11.250 2.060 0.125 764 N Preferred Purchase Owner Occupied PUD 1 Unknown 82 2 519 5.000 11.000 2.060 0.125 706 N Full/Alternative Rate/Term Refinance Owner Occupied Single Family 1 Unknown 82 2 520 5.000 10.875 2.060 0.125 763 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 81 3 521 5.000 11.125 2.060 0.125 797 N Full/Alternative Cash Out Refinance Owner Occupied Single Family 1 Unknown 82 2 522 5.000 10.375 2.060 0.125 685 N Full/Alternative Purchase Owner Occupied Condominium 1 Unknown 82 2 523 5.000 11.125 2.060 0.125 808 N Preferred Purchase Owner Occupied PUD 1 Unknown 82 2 524 5.000 10.875 2.060 0.125 803 N Preferred Purchase Second Home Single Family 1 Unknown 82 2 525 5.000 11.250 2.060 0.125 797 N Preferred Rate/Term Refinance Owner Occupied Single Family 1 Unknown 82 2 526 5.000 11.500 2.060 0.125 765 N Full/Alternative Purchase Owner Occupied PUD 1 Unknown 82 2 527 5.000 11.000 2.060 0.125 733 N Preferred Rate/Term Refinance Owner Occupied Single Family 1 Unknown 82 2 528 5.000 10.500 2.060 0.125 709 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 82 2 529 5.000 11.000 2.060 0.125 703 N Preferred Purchase Owner Occupied Single Family 1 Unknown 82 2 530 5.000 11.125 2.060 0.125 719 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 82 2 531 5.000 11.000 2.060 0.125 756 N Preferred Rate/Term Refinance Owner Occupied Single Family 1 Unknown 82 2 532 5.000 11.250 2.060 0.125 805 N Preferred Purchase Owner Occupied Single Family 1 Unknown 82 2 533 5.000 10.875 2.060 0.125 781 N Preferred Purchase Owner Occupied PUD 1 Unknown 82 2 534 5.000 11.000 2.060 0.125 724 N Full/Alternative Cash Out Refinance Owner Occupied Single Family 1 Unknown 82 2 535 5.000 10.625 2.060 0.125 755 N Full/Alternative Cash Out Refinance Owner Occupied Single Family 1 Unknown 82 2 536 5.000 11.625 2.060 0.125 711 N Preferred Purchase Owner Occupied PUD 1 Unknown 117 3 537 5.000 11.500 2.060 0.125 750 N Full/Alternative Cash Out Refinance Owner Occupied Single Family 1 Unknown 118 2 538 5.000 12.500 2.060 0.125 783 N Preferred Purchase Second Home Condominium 1 With Consent 118 2 539 5.000 11.375 2.060 0.125 712 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 118 2 540 5.000 10.625 2.060 0.125 773 N Full/Alternative Rate/Term Refinance Owner Occupied Single Family 1 Unknown 118 2 541 5.000 11.250 2.060 0.125 682 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 118 2 542 5.000 11.000 2.060 0.125 705 N Preferred Purchase Owner Occupied Single Family 1 Unknown 118 2 543 5.000 11.125 2.060 0.125 706 N Preferred Purchase Owner Occupied Single Family 1 Unknown 118 2 544 5.000 11.750 2.060 0.125 715 N Full/Alternative Cash Out Refinance Owner Occupied PUD 1 Unknown 119 1 545 5.000 11.250 2.060 0.125 680 N Full/Alternative Rate/Term Refinance Owner Occupied Single Family 1 With Consent 118 2 546 5.000 11.000 2.060 0.125 781 N Full/Alternative Cash Out Refinance Owner Occupied Single Family 1 Unknown 118 2 547 5.000 11.375 2.060 0.125 734 N Preferred Rate/Term Refinance Owner Occupied Single Family 1 Unknown 118 2 548 5.000 10.625 2.060 0.125 769 N Full/Alternative Purchase Owner Occupied PUD 1 With Consent 118 2 549 5.000 10.625 2.060 0.125 753 N Preferred Purchase Owner Occupied PUD 1 Unknown 119 1 550 5.000 10.875 2.060 0.125 797 N Full/Alternative Cash Out Refinance Owner Occupied PUD 1 Unknown 118 2 551 5.000 11.000 2.060 0.125 805 N Preferred Purchase Owner Occupied Single Family 1 With Consent 118 2 552 5.000 11.375 2.060 0.125 746 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 119 1 553 5.000 11.000 2.060 0.125 811 N Preferred Rate/Term Refinance Owner Occupied PUD 1 Unknown 118 2 554 5.000 11.125 2.060 0.125 743 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 118 2 555 5.000 11.250 2.060 0.125 786 N Preferred Purchase Owner Occupied PUD 1 Unknown 118 2 556 5.000 11.750 2.560 0.125 746 N Full/Alternative Cash Out Refinance Owner Occupied PUD 1 Unknown 118 2 557 5.000 11.500 2.060 0.125 765 N Preferred Purchase Owner Occupied Single Family 1 Unknown 119 1 558 5.000 11.500 2.060 0.125 766 N Preferred Rate/Term Refinance Owner Occupied Single Family 1 Unknown 118 2 559 5.000 11.125 2.060 0.125 740 N Preferred Purchase Owner Occupied Single Family 1 Unknown 118 2 560 5.000 11.125 2.060 0.125 705 N Full/Alternative Cash Out Refinance Owner Occupied PUD 1 With Consent 118 2 561 5.000 11.375 2.060 0.125 772 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 118 2 562 5.000 11.000 2.060 0.125 787 N Preferred Purchase Owner Occupied Single Family 1 With Consent 118 2 563 5.000 11.250 2.060 0.125 790 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 119 1 564 5.000 11.250 2.060 0.125 731 N Full/Alternative Rate/Term Refinance Owner Occupied Single Family 1 With Consent 118 2 565 5.000 11.125 2.060 0.125 713 N Preferred Rate/Term Refinance Owner Occupied Single Family 1 Unknown 118 2 566 5.000 11.250 2.060 0.125 727 N Full/Alternative Purchase Owner Occupied PUD 1 Unknown 118 2 567 5.000 11.375 2.060 0.125 798 N Preferred Purchase Owner Occupied Single Family 1 With Consent 118 2 568 5.000 10.750 2.060 0.125 731 N Preferred Rate/Term Refinance Owner Occupied PUD 1 Unknown 119 1 569 5.000 11.500 2.060 0.125 790 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 119 1 570 5.000 12.125 2.060 0.125 692 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 118 2 571 5.000 11.875 2.060 0.125 693 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 118 2 572 5.000 11.500 2.060 0.125 764 N Preferred Purchase Owner Occupied Single Family 1 Unknown 118 2 573 5.000 11.375 2.060 0.125 767 N Preferred Purchase Owner Occupied PUD 1 Unknown 118 2 574 5.000 10.875 2.060 0.125 735 N Preferred Purchase Owner Occupied Condominium 1 Unknown 118 2 575 5.000 13.125 2.060 0.125 705 N Preferred Rate/Term Refinance Owner Occupied PUD 1 Unknown 118 2 576 5.000 11.875 2.060 0.125 724 N Preferred Purchase Owner Occupied PUD 1 Unknown 118 2 577 5.000 11.500 2.060 0.125 778 N Preferred Purchase Owner Occupied Single Family 1 Unknown 119 1 578 5.000 10.750 2.060 0.125 726 N Preferred Purchase Second Home PUD 1 Unknown 57 3 579 5.000 10.500 2.060 0.125 753 N Preferred Purchase Second Home PUD 1 Unknown 57 3 580 5.000 11.625 2.060 0.125 770 N Preferred Purchase Owner Occupied Single Family 1 Unknown 58 2 581 5.000 11.000 2.060 0.125 738 N Preferred Purchase Owner Occupied Single Family 1 Unknown 57 3 582 5.000 11.500 2.060 0.125 712 N Full/Alternative Purchase Owner Occupied Condominium 1 Unknown 79 5 583 5.000 11.375 2.060 0.125 766 N Full/Alternative Rate/Term Refinance Owner Occupied Single Family 1 Unknown 82 2 584 5.000 10.875 2.060 0.125 790 N Full/Alternative Purchase Second Home PUD 1 Unknown 82 2 585 5.000 11.250 2.060 0.125 685 N Full/Alternative Purchase Owner Occupied PUD 1 Unknown 82 2 586 5.000 11.375 2.060 0.125 713 N Preferred Rate/Term Refinance Owner Occupied Single Family 1 Unknown 83 1 587 5.000 11.125 2.060 0.125 793 N Preferred Purchase Second Home Condominium 1 Unknown 83 1 588 5.000 10.000 2.060 0.125 737 N Preferred Rate/Term Refinance Owner Occupied Single Family 1 Unknown 83 1 589 5.000 10.750 2.060 0.125 741 N Preferred Rate/Term Refinance Owner Occupied Single Family 1 Unknown 119 1 590 5.000 10.000 2.060 0.125 790 N Preferred Purchase Second Home Condominium 1 Unknown 83 1 591 5.000 11.375 2.060 0.125 784 N Full/Alternative Purchase Owner Occupied Condominium 1 Unknown 83 1 592 5.000 11.250 2.060 0.125 726 N Preferred Purchase Owner Occupied Single Family 1 Unknown 83 1 593 5.000 11.625 2.060 0.125 760 N Preferred Purchase Owner Occupied PUD 1 Unknown 83 1 594 5.000 10.875 2.060 0.125 792 N Preferred Purchase Owner Occupied Single Family 1 Unknown 83 1 595 5.000 11.625 2.060 0.125 729 N Preferred Rate/Term Refinance Owner Occupied Single Family 1 Unknown 83 1 596 5.000 11.875 2.060 0.125 683 N Full/Alternative Purchase Owner Occupied Condominium 1 Unknown 83 1 597 5.000 11.250 2.060 0.125 779 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 119 1 598 5.000 11.500 2.060 0.125 820 N Preferred Purchase Second Home Condominium 1 Unknown 118 2 599 5.000 11.250 2.060 0.125 768 N Preferred Purchase Owner Occupied PUD 1 Unknown 118 2 600 5.000 11.625 2.060 0.125 756 N Preferred Purchase Owner Occupied PUD 1 Unknown 118 2 601 5.000 11.750 2.060 0.125 735 N Preferred Rate/Term Refinance Owner Occupied PUD 1 Unknown 118 2 602 5.000 11.625 2.060 0.125 762 N Preferred Rate/Term Refinance Owner Occupied Single Family 1 Unknown 119 1 603 5.000 11.500 2.060 0.125 665 N Full/Alternative Cash Out Refinance Owner Occupied Single Family 1 Unknown 118 2 604 5.000 11.125 2.060 0.125 809 N Preferred Cash Out Refinance Owner Occupied Single Family 1 Unknown 119 1 605 5.000 11.375 2.060 0.125 758 N Preferred Rate/Term Refinance Owner Occupied Single Family 1 Unknown 119 1 606 5.000 11.375 2.060 0.125 783 N Preferred Rate/Term Refinance Owner Occupied Condominium 1 Unknown 119 1 607 5.000 11.250 2.060 0.125 711 N Preferred Rate/Term Refinance Owner Occupied Condominium 1 Unknown 119 1 608 5.000 11.875 2.060 0.125 736 N Full/Alternative Cash Out Refinance Owner Occupied Condominium 1 Unknown 119 1 609 5.000 11.250 2.060 0.125 755 N Preferred Purchase Owner Occupied Single Family 1 Unknown 119 1 610 5.000 11.000 2.060 0.125 721 N Preferred Rate/Term Refinance Owner Occupied Single Family 1 Unknown 119 1 611 5.000 11.625 2.060 0.125 725 N Preferred Rate/Term Refinance Owner Occupied Single Family 1 Unknown 119 1 612 5.000 11.750 2.060 0.125 687 N Full/Alternative Rate/Term Refinance Owner Occupied PUD 1 Unknown 119 1 613 5.000 11.375 2.060 0.125 743 N Preferred Purchase Second Home Single Family 1 Unknown 119 1 614 5.000 11.375 2.060 0.125 729 N Full/Alternative Cash Out Refinance Owner Occupied Single Family 1 Unknown 119 1 615 5.000 11.250 2.060 0.125 748 N Preferred Purchase Owner Occupied PUD 1 Unknown 119 1 616 5.000 11.875 2.060 0.125 722 N Preferred Purchase Owner Occupied Single Family 1 Unknown 118 2 617 5.000 10.875 2.060 0.125 732 N Full/Alternative Cash Out Refinance Owner Occupied Single Family 1 Unknown 118 2 618 5.000 12.250 2.060 0.125 678 N Full/Alternative Rate/Term Refinance Owner Occupied PUD 1 Unknown 118 2 619 5.000 11.625 2.060 0.125 665 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 119 1 620 5.000 11.500 2.060 0.125 799 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 119 1 621 5.000 10.625 2.060 0.125 803 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 119 1 622 5.000 12.625 2.060 0.125 782 N Full/Alternative Purchase Owner Occupied Single Family 1 Unknown 119 1 623 5.000 11.500 2.060 0.125 752 N Full/Alternative Rate/Term Refinance Owner Occupied Single Family 1 Unknown 119 1 624 5.000 11.500 2.060 0.125 808 N Preferred Purchase Owner Occupied Condominium 1 Unknown 119 1 625 5.000 11.125 2.060 0.125 703 N Preferred Purchase Owner Occupied Single Family 1 Unknown 119 1 626 5.000 11.875 2.060 0.125 749 N Preferred Rate/Term Refinance Owner Occupied Single Family 1 Unknown 119 1 627 5.000 11.125 2.060 0.125 767 N Preferred Purchase Second Home PUD 1 Unknown 82 2 628 5.000 11.000 2.060 0.125 757 N Full/Alternative Cash Out Refinance Owner Occupied Single Family 1 Unknown 82 2 629 5.000 10.250 2.060 0.125 692 N Full/Alternative Purchase Owner Occupied PUD 1 Unknown 82 2 630 5.000 10.750 2.060 0.125 707 N Preferred Purchase Owner Occupied PUD 1 Unknown 83 1 STATEMENT REGARDING FREE WRITING PROSPECTUS The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at XXX.XXX.XXX. ALTERNATIVELY, THE DEPOSITOR, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS YOU REQUEST IT by calling toll free 0-000-000-0000. This free writing prospectus does not contain all information that is required to be included in the base prospectus and the prospectus supplement. Please click here xxxx://xxx.xxxxxxxxxxx.xxx/xxxxxxxxxx/xxxx or visit the following website: xxx.xxxxxxxxxxx.xxx/xxxxxxxxxx/xxxx for a copy of the base prospectus applicable to this offering. This free writing prospectus is not an offer to sell or solicitation of an offer to buy these securities in any state where such offer, solicitation or sale is not Permitted. The Information in this free writing prospectus supersedes information contained in any prior similar free writing prospectus relating to these securities prior to the time of your commitment to purchase. This free writing prospectus is being delivered to you solely to provide you with information about the offering of the Certificates referred to in this free writing prospectus and to solicit an offer to purchase the Certificates, when, as and if issued. Any such offer to purchase made by you will not be accepted and will not constitute a contractual commitment by you to purchase any of the Certificates until we have accepted your offer to purchase Certificates. We will not accept any offer by you to purchase Certificates, and you will not have any contractual commitment to purchase any of the Certificates until after you have received the preliminary prospectus. You may withdraw your offer to purchase Certificates at any time prior to our acceptance of your offer
EXHIBIT
C
[RESERVED]
EXHIBIT
D-1
REQUEST
FOR RELEASE OF DOCUMENTS
To:
|
Xxxxx
Fargo Bank, N.A.
|
0000
00xx Xxxxxx
X.X.
Xxxxxxxxxxx,
XX 00000-0000
Attn: Inventory
Control
RE:
|
Custodial
Agreement, dated as of
|
August
31, 2007, among XXXX XX,
EMC
Mortgage Corporation, as a Seller and Master Servicer,
Xxxxx
Fargo Bank, N.A., as Trustee,
and
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
D-2
REQUEST
FOR RELEASE OF DOCUMENTS
To:
|
Treasury
Bank, A Division of Countrywide Bank
FSB
|
0000
X. Xxx Xxxxxxx Xxxxxx
Xxxx
Xxxxxx, Xxxxxxxxxx
00000
Facsimile: (000)
000-0000
RE:
|
Custodial
Agreement, dated as of
|
August
31, 2007, among XXXX XX,
EMC
Mortgage Corporation, as a Seller and Master Servicer,
Xxxxx
Fargo Bank, N.A., as Trustee,
and
Treasury Bank, A Division of Countrywide Bank, FSB, 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-1
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 [_________] (the “Investor”), the
proposed transferee of an ownership interest in the Bear Xxxxxxx Arm Trust
Mortgage Pass-Through Certificates, Series 2007-5, Class [R-I][R-II][R-III]
Certificates (the “Certificates”) issued pursuant to the Pooling and Servicing
Agreement, dated as of August 1, 2007 (the “Agreement”), among Structured Asset
Mortgage Investments II Inc. as depositor (the “Depositor”), Xxxxx Fargo Bank,
N.A., as trustee (the “Trustee”) and EMC Mortgage Corporation, as seller and as
master servicer, 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 5.05 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 Tax Matters Person, the Trustee or 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 P 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:
o 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.
o 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.
|
IN
WITNESS WHEREOF, the Investor has caused this instrument to be executed on
its
behalf, pursuant to the authority of its Board of Directors, by its managing
director as of the ___ day of ___________, 2____.
[__________________________] | |||
|
By:
|
||
Name: | |||
Title: | |||
[Address]
Address
of Investor for
receipt
of tax information:
[_________]
|
Personally
appeared before me the above-named ____________, known or proved to me to be
the
same person who executed the foregoing instrument and to be the Managing
Director of the Owner, and acknowledged to me that he executed the same as
his
free act and deed and the free act and deed of the Investor.
Subscribed
and sworn before me this ___ day of ___________, 2____.
________________________
NOTARY
PUBLIC
COUNTY
OF
NEW YORK
STATE
OF
NEW YORK
My
commission expires the day
of ,
______.
[SEAL]
EXHIBIT
E-2
FORM
OF TRANSFEROR CERTIFICATE
______________,200___
Xxxxx
Fargo Bank, N.A.
Xxxxx
Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx,
Xxxxxxxxx 00000
Structured
Asset Mortgage Investments II Inc.
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Structured Asset Mortgage Investments II Inc. 2007-5
|
Re:
|
Structured
Asset Mortgage Investments II Inc.
Bear
Xxxxxxx ARM Trust, Mortgage Pass-Through Certificates,
Series
2007-5, Class
|
Ladies
and Gentlemen:
In
connection with the sale by ___________ (the “[Transferor]”) to ________ (the
“Purchaser”) of $_________ Initial Certificate Principal Balance of Bear Xxxxxxx
ARM Trust, Mortgage Pass-Through Certificates, Series 2007-5, Class _____ (the
“Certificates”), issued pursuant to the Pooling and Servicing Agreement (the
“Pooling and Servicing Agreement”), dated as of August 1, 2007, among Structured
Asset Mortgage Investments II Inc., as depositor (the “Depositor”), EMC Mortgage
Corporation, as master servicer and seller, and Xxxxx Fargo Bank, National
Association, as trustee (the “Trustee”). The [Transferor] hereby certifies,
represents and warrants to, and covenants with, the Depositor, the Certificate
Registrar and the Trustee that:
Neither
the [Transferor] nor anyone acting on its behalf has (a) offered, pledged,
sold,
disposed of or otherwise transferred any Certificate, any interest in any
Certificate or any other similar security to any person in any manner, (b)
has
solicited any offer to buy or to accept a pledge, disposition or other transfer
of any Certificate, any interest in any Certificate or any other similar
security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate
or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner,
or
(e) has taken any other action, that (as to any of (a) through (e) above) would
constitute a distribution of the Certificates under the Securities Act of 1933
(the “Act”), that would render the disposition of any Certificate a violation of
Section 5 of the Act or any state securities law, or that would require
registration or qualification pursuant thereto. The [Transferor] will not act
in
any manner set forth in the foregoing sentence with respect to any Certificate.
The [Transferor] has not and will not sell or otherwise transfer any of the
Certificates, except in compliance with the provisions of the Pooling and
Servicing Agreement.
Very
truly yours,
|
|||||||||||||
([Transferor])
|
|||||||||||||
By:
|
|||||||||||||
Name:
|
|||||||||||||
Title:
|
EXHIBIT
F-1
FORM
OF
INVESTMENT LETTER
[Date]
[SELLER]
Xxxxx
Fargo Bank, N.A.
Xxxxx
Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx,
Xxxxxxxxx 00000
Structured
Asset Mortgage Investments II Inc.
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
|
Re:
|
Structured
Asset Mortgage Investments II Inc., Bear Xxxxxxx ARM
Trust,
|
|
Series
2007-5 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, 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
Section 501(a) 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 Certificate is not registered under the Act (as to which
we acknowledge you have no obligation), the Privately Offered Certificate is
sold in a transaction that does not require registration under the Act and
any
applicable state securities or “blue sky” laws and, if Xxxxx Fargo Bank, N.A.
(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 Certificate 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 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 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 August 1, 2007, among Structured Asset
Mortgage Investments II Inc., EMC Mortgage Corporation as seller and master
servicer, and Xxxxx Fargo Bank, N.A. 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]
|
Xxxxx
Fargo Bank, N.A.
Xxxxx
Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx,
Xxxxxxxxx 00000
Structured
Asset Mortgage Investments II Inc.
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
|
Re:
|
Structured
Asset Mortgage Investments II Inc., Bear Xxxxxxx ARM
Trust,
|
|
Series
2007-5 Mortgage Pass-Through Certificates, 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
Certificate 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 August 1, 2007, among Structured Asset Mortgage
Investments II Inc., Xxxxx Fargo Bank, N.A., and EMC Mortgage Corporation,
pursuant to Certificates were issued.
The
undersigned certifies that it either: (i) is not acquiring the Privately Offered
Certificate 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 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 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
G-1
FORM
OF
XXXXX FARGO CUSTODIAL AGREEMENT
THIS
CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the
“Agreement’), dated as of August 31, 2007, by and among XXXXX FARGO BANK, N.A.,
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 seller (in such capacity, “EMC” or
“Seller”) and 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, N.A., as custodian (in such capacity,
the “Custodian” together with any successor in interest or any successor
appointed hereunder, the “Custodian”).
WITNESSETH
THAT:
WHEREAS,
the Depositor, EMC, the Master Servicer and the Trustee have entered into a
Pooling and Servicing Agreement, dated as of August 1, 2007, relating to the
issuance of Bear Xxxxxxx ARM Trust 2007-5, Mortgage Pass-Through Certificates,
Series 2007-5 (as in effect on the date of this agreement, the “Original Pooling
and Servicing Agreement,” and as amended and supplemented from time to time, the
“Pooling and Servicing Agreement”); and
WHEREAS,
the Custodian has agreed to act as agent for the Trustee for the purposes of
receiving and holding certain documents and other instruments delivered by
the
Depositor, the Sellers or the Master Servicer under the Pooling and Servicing
Agreement and the Servicers under their respective Servicing Agreements, all
upon the terms and conditions and subject to the limitations hereinafter set
forth;
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 Original 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 to the Trustee in a state which is specifically excluded
from the Opinion of Counsel delivered by the Seller to the Trustee and the
Custodian pursuant to the provisions of 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 Trustee
or
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 the Depositor, EMC, 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 the
Schedule 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
the Depositor, EMC, 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 Trustee or the Custodian shall review
the Mortgage Files as provided in Section 2.02 of the Pooling and Servicing
Agreement and deliver to the Depositor, EMC, 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 collectibility, insurability,
effectiveness or suitability of any of the documents in any Mortgage
File.
Upon
receipt of written request from the Trustee, the Custodian shall as soon as
practicable supply the Trustee 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 related Servicer and the
Trustee.
Section
2.5 Custodian
to Cooperate: Release of Mortgage Files. Upon receipt of written
notice from the Trustee that the Seller has repurchased a Mortgage Loan pursuant
to Article II of the Pooling and Servicing Agreement, and that the purchase
price therefore has been deposited in the Distribution Account, then the
Custodian agrees to promptly release to the Seller the related Mortgage
File.
Upon
the
Custodian’s receipt of a request for release (a “Request for Release”)
substantially in the form of Exhibit D-1 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 accept 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. The related Servicer shall cause each Mortgage File or any document
therein so released to be returned to the Custodian when the need therefore
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 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 a Servicer is required to deliver to the Custodian a Request for
Release, the Servicer shall deliver two copies of the Request for Release if
delivered in hard copy or the 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 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 and the related Mortgage Note shall
be
endorsed without recourse 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 or has been assigned in blank pursuant to clause (iii) of Section
2.01 of the Pooling and Servicing Agreement, 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, to the extent provided in the related Servicing Agreement, shall
cause
the related Servicer 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 Reserved.
Section
3.3 Custodian
May Own Certificates. The Custodian in its individual or any
other capacity may become the owner or pledgee of Certificates with the same
rights it would have if it were not Custodian.
Section
3.4 Custodian’s
Fees and Expenses. The Master Servicer 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 pursuant
to an agreement between the Master Servicer and the Custodian, and the Custodian
will be entitled to be paid or reimbursed by the Trust upon its request for
all
reasonable expenses, disbursements and advances incurred or made by the
Custodian in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ), except any such expense,
disbursement or advance as may arise from its negligence or bad faith or to
the
extent that such cost or expense is indemnified by the Depositor pursuant to
the
Pooling and Servicing Agreement.
Section
3.5 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 3.7 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 3.5 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
3.6 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.
Section
3.7 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
to
the extent reasonably practicable. 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 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").
(b) 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 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 in which a report on Form 10-K is requested to be filed with respect to
the
certificates, the Custodian shall:
(a) deliver
to the Depositor, the Master Servicer and the Trustee a report (in form and
substance reasonably satisfactory to the Depositor) regarding the Custodian’s
assessment of compliance with the Applicable Servicing Criteria as set forth
in
Exhibit Four during the immediately preceding calendar year, as required under
Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
AB. Such report shall be addressed to the Depositor and the Trustee
and signed by an authorized officer of the Custodian, and shall address each
of
the Servicing Criteria specified on a certification substantially in the form
of
Exhibit Four hereto; and
(b) deliver
to the Depositor, the Master Servicer and the Trustee, a report of a registered
public accounting firm reasonably acceptable to the Master Servicer, the
Depositor and the Trustee that attests to, and reports on, the assessment of
compliance made by the Custodian and delivered pursuant to the preceding
paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and
2-02(g) of Regulation S-X under the Securities Act and the Exchange
Act.
Section
4.5 Indemnification;
Remedies.
(a) The
Custodian shall indemnify the Depositor, each affiliate of the Depositor, EMC
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:
(i)
(A) any untrue statement of a material fact contained or alleged to
be contained in 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
(ii)
any failure by the Custodian to
deliver any information, report, certification, accountants’ attestation or
other material when and as required under this Article IV; or
(iii)
the negligence, bad faith or
willful misconduct of the Custodian in the performance of its obligations under
this Article IV.
In
the case of any failure of
performance described in clause (ii) above, the Custodian shall promptly
reimburse the Depositor, the Master Servicer and the Trustee for all costs
reasonably incurred by any of such Persons in order to obtain the information,
report, certification, accountants’ letter or other material not delivered as
required by the Custodian.
In
no event shall the Custodian or its
directors, officers, and employees be liable for any special, indirect or
consequential damages from any action taken or omitted to be taken by it or
them
hereunder or in connection herewith even if advised of the possibility of such
damages.
This
indemnification shall survive the termination of this Agreement or the
termination of 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), in which case the notice will
be
deemed delivered when received.
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 GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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.
IN
WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
Address:
Xxxxx
Fargo Bank, N.A.
0000
Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx,
Xxxxxxxx 00000
Attn:
Client Manager - BSARM 2007-5 Telecopy: (000)
000-0000
|
XXXXX
FARGO BANK, N.A.,
not
individually but solely as Trustee
By:
Name:
Title:
|
Address:
000
Xxxxxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
|
STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC.
By:
Name: Xxxxxx
X. Xxxxxxxxx, Xx.
Title:
Vice President
|
Address:
0000
Xxxx Xxxxx Xxxxx
Xxxxxxxxxx,
Xxxxx 00000
(214)
626-4889
Attention:
Xxxxxxxx Xxxxx
|
EMC
MORTGAGE CORPORATION,
as
Master Servicer and Seller
By:
Name:
Title:
|
Address:
0000
Xxxxx Xxxxxx XX
Xxxxxxxxxxx,
Xxxxxxxxx 00000
|
XXXXX
FARGO BANK, N.A.,
as
Custodian
By:
Name:
Title:
|
STATE
OF MARYLAND
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF XXXXXX
|
)
|
On
the
31th day of
August, 2007 before me, a notary public in and for said State,
personally appeared ______________, known to me to be a ________________ of
Xxxxx Fargo Bank, N.A., a national banking association that executed the within
instrument, and also known to me to be the person who executed it on behalf
of
said 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 NEW YORK
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF NEW YORK
|
)
|
On
the
31st day of
August, 2007 before me, a notary public in and for said State,
personally appeared Xxxxxx X. Xxxxxxxxx, Xx. known to me to be a Vice President
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
|
[Notarial
Seal]
STATE
OF TEXAS
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF
|
)
|
On
the
31st day of
August, 2007 before me, a notary public in and for said State,
personally appeared __________________known to me to be an authorized
representative of EMC Mortgage Corporation, 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 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 MINNESOTA
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF HENNEPIN
|
)
|
On
the
31st day of
August, 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 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
|
EXHIBIT
ONE
FORM
OF
CUSTODIAN INITIAL CERTIFICATION
August 31, 2007 |
Xxxxx
Fargo Bank, N.A.,
0000
Xxx Xxxxxxxxx Xxxx
Xxxxxxxx,
XX 00000
|
Structured
Asset Mortgage Investments II Inc.
000
Xxxxxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
|
EMC
Mortgage Corporation
0000
Xxxx Xxxxx Xxxxx
Xxxxxxxxxx,
XX 00000
Attention:
Xxxxx Xxxxx
Email:
xxxxxx@xxxx.xxx
Facsimile:
(000) 000-0000
With
a copy to:
EMC
Mortgage Corporation
0000
Xxxx Xxxxx Xxxxx
Xxxxxxxxxx,
XX 00000
Attention:
Xxxxxxxx Xxxxx
Email:
xxxxxx@xxxx.xxx
Facsimile:
(000) 000-0000
|
Attention:
Structured Asset Mortgage Investments II Inc.
Bear
Xxxxxxx ARM Trust 2007-5, Mortgage Pass-Through Certificates, Series
2007-5
|
Re:
|
Custodial
Agreement, dated as of August 31, 2007, by and among Structured Asset
Mortgage Investments II Inc., EMC Mortgage Corporation, and Xxxxx
Fargo
Bank, N.A. relating to Bear Xxxxxxx ARM Trust 2007-5, Mortgage
Pass-Through Certificates, Series 2007-5
|
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, N.A. | |||
|
By:
|
||
Name: | |||
Title: | |||
EXHIBIT
TWO
FORM
OF
CUSTODIAN INTERIM CERTIFICATION
___________, 20__ |
Xxxxx
Fargo Bank, N.A.,
0000
Xxx Xxxxxxxxx Xxxx
Xxxxxxxx,
XX 00000
|
Structured
Asset Mortgage Investments II Inc.
000
Xxxxxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
|
EMC
Mortgage Corporation
0000
Xxxx Xxxxx Xxxxx
Xxxxxxxxxx,
XX 00000
Attention:
Xxxxx Xxxxx
Email:
xxxxxx@xxxx.xxx
Facsimile:
(000) 000-0000
With
a copy to:
EMC
Mortgage Corporation
0000
Xxxx Xxxxx Xxxxx
Xxxxxxxxxx,
XX 00000
Attention:
Xxxxxxxx Xxxxx
Email:
xxxxxx@xxxx.xxx
Facsimile:
(000) 000-0000
|
Attention: Structured
Asset Mortgage Investments II Inc.
Bear
Xxxxxxx ARM Trust 2007-5, Mortgage Pass-Through Certificates, Series
2007-5
|
Re:
|
Custodial
Agreement, dated as of August 31, 2007, by and among Structured Asset
Mortgage Investments II Inc., EMC Mortgage Corporation, and Xxxxx
Fargo
Bank, N.A. relating to Bear Xxxxxxx ARM Trust 2007-5, Mortgage
Pass-Through Certificates, Series
2007-5
|
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, N.A. | |||
|
By:
|
||
Name: | |||
Title: | |||
EXHIBIT
THREE
FORM
OF
CUSTODIAN FINAL CERTIFICATION
___________, 20__ |
Xxxxx
Fargo Bank, N.A.,
0000
Xxx Xxxxxxxxx Xxxx
Xxxxxxxx,
XX 00000
|
Structured
Asset Mortgage Investments II Inc.
000
Xxxxxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
|
EMC
Mortgage Corporation
0000
Xxxx Xxxxx Xxxxx
Xxxxxxxxxx,
XX 00000
Attention:
Xxxxx Xxxxx
Email:
xxxxxx@xxxx.xxx
Facsimile:
(000) 000-0000
With
a copy to:
EMC
Mortgage Corporation
0000
Xxxx Xxxxx Xxxxx
Xxxxxxxxxx,
XX 00000
Attention:
Xxxxxxxx Xxxxx
Email:
xxxxxx@xxxx.xxx
Facsimile:
(000) 000-0000
|
Attention:
Structured Asset Mortgage Investments II Inc.
Bear
Xxxxxxx ARM Trust 2007-5, Mortgage Pass-Through Certificates, Series
2007-5
|
Re:
|
Custodial
Agreement, dated as of August 31, 2007, by and among Structured Asset
Mortgage Investments II Inc., EMC Mortgage Corporation, and Xxxxx
Fargo
Bank, N.A. relating to Bear Xxxxxxx ARM Trust 2007-5, Mortgage
Pass-Through Certificates, Series
2007-5
|
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, N.A. | |||
|
By:
|
||
Name: | |||
Title: | |||
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 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
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
G-2
FORM
OF
TREASURY BANK CUSTODIAL AGREEMENT
THIS
CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the
"Agreement”), dated as of August 31, 2007, by and among XXXXX FARGO BANK, N.A.,
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 seller (in such capacity, “EMC” or
“Seller”) and master servicer (together with any successor in interest or
successor under the Pooling and Servicing Agreement referred to below, the
“Master Servicer”), and TREASURY BANK, A DIVISION OF COUNTRYWIDE BANK FSB, as
custodian (together with any successor in interest or any successor appointed
hereunder, the “Custodian”).
WITNESSETH
THAT:
WHEREAS,
the Depositor, EMC, the Master Servicer and the Trustee have entered into a
Pooling and Servicing Agreement, dated as of August 1, 2007, relating to the
issuance of Bear Xxxxxxx ARM Trust 2007-5, Mortgage Pass-Through Certificates,
Series 2007-5 (as in effect on the date of this agreement, the "Original Pooling
and Servicing Agreement," and as amended and supplemented from time to time,
the
"Pooling and Servicing Agreement”); and
WHEREAS,
the Custodian has agreed to act as agent for the Trustee for the purposes of
receiving and holding certain documents and other instruments relating to the
mortgage loans (herein referred to as the “Mortgage Loans”) listed on Schedule I
hereto (the “Mortgage Loan Schedule”) delivered by (i) the Depositor or the
Master Servicer under the Pooling and Servicing Agreement and (ii) the Servicers
under their respective Servicing Agreements, all upon the terms and conditions
and subject to the limitations hereinafter set forth;
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 Original 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 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
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 relating to the Mortgage
Loans includes one or more assignments of Mortgage to the Trustee in a state
which is specifically excluded from the Opinion of Counsel delivered by the
Seller to the Trustee and the Custodian pursuant to the provisions of Section
2.01 of the Pooling and Servicing Agreement, each such assignment shall be
delivered, at the direction of the Depositor (in written or electronic format),
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 the Depositor, EMC, 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.
(b) Within
90 days of the Closing Date (or, with respect to any Substitute Mortgage Loans,
within 5 Business Days after the receipt by the Trustee or the Custodian
thereof), 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 relating to the Mortgage Loans, and
shall execute and deliver to the Depositor, EMC, 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 (or, with respect to any Substitute
Mortgage Loans, within 5 Business Days after the receipt by the Trustee or
the
Custodian thereof), the Custodian shall review the Mortgage Files relating
to
the Mortgage Loans as provided in Section 2.02 of the Pooling and Servicing
Agreement and execute and deliver to the Depositor, EMC, the Master Servicer
and
the Trustee a Final Certification in the form annexed hereto as Exhibit Three
evidencing the completeness of such Mortgage Files.
(d) In
reviewing the Mortgage Files relating to the Mortgage Loans 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
collectibility, insurability, effectiveness or suitability of any of the
documents in any Mortgage File.
Upon
receipt of written request from the Trustee, the Custodian shall as soon as
practicable supply the requesting party with a list of all of the documents
missing from the Mortgage Loans then contained in 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, the applicable Servicer
and the Trustee.
Section
2.5. Custodian
to Cooperate: Release of Mortgage Files. Upon receipt of written
notice from the Master Servicer or the Trustee that the Seller has repurchased
a
Mortgage Loan pursuant to Article II of the Pooling and Servicing Agreement,
and
that the Repurchase Price therefor has been deposited in the Distribution
Account, and a Request for Release (as defined below), the Custodian agrees
to
promptly release to the Seller the related Mortgage File.
Upon
the
Custodian's receipt of a request for release (a "Request for Release")
substantially in the form of Exhibit D-2 to the Pooling and Servicing Agreement
signed by an officer of the related Servicer involved in, or responsible for,
the administration and servicing of the Mortgage Loans whose name appears on
a
list of servicing officers furnished by such Servicer upon request, as such
list
may from time to time be amended (each, a “Servicing Officer”) 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 to
promptly release to such Servicer the related Mortgage File. The
Depositor shall deliver to the Custodian, and the Custodian agrees to accept,
the Mortgage Note and other documents constituting the Mortgage File with
respect to any Substitute Mortgage Loan, which documents the Custodian will
review to the extent provided in Article II of the Pooling and Servicing
Agreement.
From
time
to time as is appropriate for the servicing or foreclosure of any Mortgage
Loan,
including, for this purpose, collection under any Primary Mortgage Insurance
Policy, the related Servicer shall (or if the related Servicer does not, then
the Master Servicer may) deliver to the Custodian a Request for Release signed
by a Servicing Officer requesting that possession of all of the related Mortgage
File be released to such 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 related Mortgage Loan under any of the Insurance
Policies. Upon receipt of the foregoing, the Custodian shall deliver
such 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 such Servicer no longer exists, unless (i) such Mortgage
Loan has been liquidated and the Liquidation Proceeds relating to the related
Mortgage Loan have been deposited in the Distribution Account or (ii) such
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 related
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 a Servicer or the Master Servicer is required to deliver to the
Custodian a Request for Release, such Servicer or the Master Servicer shall
deliver two copies of the Request for Release if delivered in hard copy or
such
Servicer or the Master 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 such Request for Release.
In connection with any Request for Release of a Mortgage File because of a
repurchase of a Mortgage Loan, the assignment of mortgage and the related
Mortgage Note shall be returned to the related Servicer or the Master Servicer,
as applicable, for execution and endorsement, respectively, pursuant to a power
of attorney from the Trustee and for delivery to the Seller. If the
related Servicer or the Master Servicer does not have a power of attorney from
the Trustee to execute the applicable assignment and to endorse the related
Mortgage Note, such Request for Release shall be accompanied by an assignment
of
mortgage, without recourse, executed by the Trustee to the Seller and the
related Mortgage Note shall be endorsed without recourse by the Trustee (if
not
in blank) and be returned to the related Servicer or the Master Servicer, as
applicable, for delivery 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, or by the related Servicer
or the Master Servicer pursuant to a power of attorney from 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 and if the related
Servicer or the Master Servicer does not have a power of attorney from the
Trustee to execute the applicable certificate of satisfaction or similar
instrument, 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 or the Master Servicer, as
applicable.
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, to the extent provided in the related
Servicing Agreement, shall cause the related Servicer to notify the Custodian
that such assumption agreement, substitution of liability agreement or sale
of
servicing agreement has been completed by forwarding to the Custodian the
original of such assumption agreement, substitution of liability agreement
or
sale of servicing 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 and other documents constituting each Mortgage File relating to the
Mortgage Loans which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trustee and has no instructions to
hold
any Mortgage Note or Mortgage File 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. Except upon compliance with the provisions of Section 2.5
of this Agreement with respect to any Mortgage Loan, no Mortgage Note, Mortgage
or Mortgage File shall be delivered by the Custodian to the Depositor, the
Seller, any Servicer or the Master Servicer or otherwise released from the
possession of the Custodian.
Section
3.2. [Reserved.]
Section
3.3. Custodian
May Own Certificates. The Custodian in its individual or any
other capacity may become the owner or pledgee of Certificates with the same
rights it would have if it were not Custodian.
Section
3.4. Custodian's
Fees and Expenses. The Depositor covenants and agrees to cause
the Seller to pay 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 pursuant to a letter agreement between the Custodian and the
Seller. In addition, the Seller will pay or reimburse the Custodian
upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Custodian in accordance with any of the provisions
of
this Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ),
except any such expense, disbursement or advance as may arise from its
negligence or bad faith, or to the extent that such cost or expense is
indemnified by the Depositor pursuant to the Pooling and Servicing
Agreement.
Section
3.5. 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 notice of resignation, the Trustee shall
either take custody of the Mortgage Files itself and give prompt notice thereof
to the Depositor, the Master Servicer, the Servicers 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
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 3.7 and shall be
unaffiliated with any 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 3.5 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
3.6. 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 (provided such
Person shall satisfy the requirements set forth in Section 3.7), 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
3.7. Representations
of the Custodian. The Custodian hereby represents, and any
successor Custodian hereunder shall represent, 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.
Section
3.8. Duties
and Obligations of the Custodian.
(a) The
Custodian shall be under no duty or obligation to inspect, review or examine
the
Mortgage Files to determine that the contents thereof are appropriate for the
represented purpose or that they have been actually recorded or that they are
other than what they purport to be on their face.
(b) The
Custodian shall not be responsible or liable for, and makes no representation
or
warranty with respect to, the validity, adequacy or perfection or any lien
upon
or security interest in the Mortgage Files.
(c) Any
other provision of this Agreement to the contrary notwithstanding, the Custodian
shall have no notice, and shall not be bound by any of the terms and conditions
of any other document or agreement executed or delivered in connection with,
or
intended to control any part of, the transactions anticipated by or referred
to
in this Agreement unless the Custodian is a signatory party to that document
or
agreement.
(d) The
Custodian may rely on and shall be protected in acting in good faith upon any
certificate, instrument, opinion, notice, magnetic tape, letter, telegram or
other document, or any security, delivered to it and in good faith believed
by
it to be genuine and to have been signed by the proper party or parties; but
in
the case of any loan document or other request, instruction, document or
certificate which by any provision hereof is specifically required to be
furnished to the Custodian, the Custodian shall be under a duty to examine
the
same to determine whether or not it conforms prima facie to the requirements
of
this Custodial Agreement.
(e) The
Custodian shall not be liable for any error of judgment, or for any act done
or
step taken or omitted by it, in good faith, or for any mistake of fact or law,
or for anything that it may do or refrain from doing in connection therewith,
except in the case of its negligent performance or omission.
(f) The
Custodian shall have no obligation to verify the receipt of any such documents
the existence of which was not made known to the Custodian by the Mortgage
Files.
(g) The
Custodian shall not be responsible for delays or failures in performance
resulting from acts beyond its control. Such acts shall include, but
not be limited to, acts of God, strikes, lockouts, riots, acts of war or
terrorism, epidemics, nationalization, expropriation, currency restrictions,
governmental regulations superimposed after the fact, fire, communication line
failures, power failures, earthquakes or other disasters.
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, the Master Servicer and the Trustee with the provisions of Regulation
AB and related rules and regulations of the Commission. The
Depositor, the Master Servicer and the Trustee 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 the Custodian agrees
to
comply with requests made by the Depositor, the Master Servicer and the Trustee
in good faith for delivery of information under these provisions on the basis
of
evolving interpretations of Regulation AB to the extent reasonably practicable,
unless otherwise advised in writing by counsel. The Custodian shall
cooperate reasonably with the Depositor, the Master Servicer and the Trustee
to
deliver to the Depositor and the Master Servicer (including any of their
respective 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, the Master Servicer and the Trustee
to permit the Depositor, the Master Servicer and the Trustee 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 with respect
to
the Custodian set forth in the Prospectus Supplement under the caption
"Description of the Certificates—The Custodians—Treasury Bank" (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; (ii) there are no material legal or governmental proceedings pending
(or known to be contemplated) against it that would affect or interfere with
the
performance of its obligations hereunder; and (iii) there are no affiliations,
relationships or transactions relating to the Custodian with respect to the
Depositor or any sponsor, issuing entity, servicer (other than Countrywide
Home
Loan Servicing LP), 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
Pooling and Servicing Agreement, as identified by the Depositor to the Custodian
in writing as of the Closing Date (each, a "Transaction Party") that would
affect or interfere with the performance of its obligations hereunder and have
not been previously disclosed to the Depositor and the Trustee.
(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 (1) 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, the Trustee and
the
Master Servicer in writing of any material litigation or governmental
proceedings pending against the Custodian (including any such proceedings known
to be contemplated by the governmental authorities) that would be material
to
Certificateholders, and (b) provide to the Depositor, the Trustee and the Master
Servicer 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 in which a Form 10-K is required to be filed with
respect to the Trust, the Custodian shall:
(a) deliver
to the Depositor, the Master Servicer and the Trustee a report (in form and
substance reasonably satisfactory to the Depositor) regarding the Custodian’s
assessment of compliance with the Applicable Servicing Criteria as set forth
in
Exhibit Four during the immediately preceding calendar year, as required under
Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
AB. Such report shall be addressed to the Depositor and the Trustee
signed by an authorized officer of the Custodian, and shall address each of
the
Servicing Criteria specified on a certification substantially in the form of
Exhibit Four hereto; and
(b) deliver
to the Depositor, the Master Servicer and the Trustee, a report of a registered
public accounting firm reasonably acceptable to the Master Servicer, the
Depositor and the Trustee that attests to, and reports on, the assessment of
compliance made by the Custodian and delivered pursuant to the preceding
paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and
2-02(g) of Regulation S-X under the Securities Act and the Exchange
Act.
Section
4.5. Indemnification;
Remedies.
(a) The
Custodian shall indemnify the Depositor, each affiliate of the Depositor, the
Master Servicer, the Trustee 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 (each, an
“Indemnified Party”), 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:
(i) (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
(ii) any
failure by the Custodian to deliver any information, report, certification,
accountants’ attestation or other material when and as required under this
Article IV; or
(iii) the
negligence, bad faith or willful misconduct of the Custodian in the performance
of its obligations under this Article IV.
(b) In
the case of any failure of performance described in clause (ii) of Section
4.5(a), the Custodian shall promptly reimburse the Depositor, the Trustee and
the Master Servicer for all costs reasonably incurred by the Depositor and
the
Master Servicer, respectively, in order to obtain the information, report,
certification, accountants’ letter or other material not delivered as required
by the Custodian.
(c) In
no event shall the Custodian or its directors, officers and employees be liable
for any special, indirect or consequential damages from any action taken or
omitted to be taken by it or them hereunder or in connection herewith even
if
advised of the possibility of such damages.
If
the
indemnification provided for herein is unavailable or insufficient to hold
harmless any Indemnified Party, then the Custodian agrees that it shall
contribute to the amount paid or payable by such Indemnified Party as a result
of any claims, losses, damages or liabilities incurred by such Indemnified
Party
in such proportion as is appropriate to reflect the relative fault of such
Indemnified Party on the one hand and the Custodian on the
other. This indemnification shall survive the termination of this
Agreement or the termination of 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), in which case the notice will
be
deemed delivered when received.
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 AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO
ITS
CONFLICT OF LAWS RULES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW, WHICH SHALL APPLY HERETO).
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 on direction by the
Trustee, 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:
Xxxxx
Fargo Bank, National Association
0000
Xxx Xxxxxxxxx Xxxx,
Xxxxxxxx,
Xxxxxxxx 00000
Attn:
Client Manager - BSARM 2007-5 Telecopy: (000)
000-0000
|
XXXXX
FARGO BANK, N.A.,
not
individually but solely as Trustee
By:___________________________________
Name:
Title:
|
Address:
000
Xxxxxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
|
STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC.
By:___________________________________
Name:
Title:
|
Address:
0000
Xxxx Xxxxx Xxxxx
Xxxxxxxxxx,
Xxxxx 00000
(214)
626-4889
Attention:
Xxxxxxxx Xxxxx
|
EMC
MORTGAGE CORPORATION, as Master Servicer and Seller
By:___________________________________
Name:
Title:
|
Address:
0000
X. Xxx Xxxxxxx Xxxxxx
Xxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention:
Xxxxxxxx Que
Telephone:
(000) 000-0000
Facsimile: (000)
000-0000
|
TREASURY
BANK, A DIVISION OF COUNTRYWIDE BANK FSB, as Custodian
By:___________________________________
Name:
Title:
|
STATE
OF MARYLAND
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF XXXXXX
|
)
|
On
the
31st day of
August, 2007 before me, a notary public in and for said State,
personally appeared _____________________, known to me to be an
_____________________ of Xxxxx Fargo Bank, N.A., a national banking association
that executed the within instrument, and also known to me to be the person
who
executed it on behalf of said 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
31st day of
August, 2007 before me, a notary public in and for said State, personally
appeared _______________, known to me to be a Vice President 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
|
[Notarial
Seal]
STATE
OF TEXAS
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF
|
)
|
On
the
31st day of
August, 2007 before me, a notary public in and for said State,
personally appeared __________________known to me to be an authorized
representative of EMC Mortgage Corporation, 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 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 CALIFORNIA
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF
|
)
|
On
the
31st day of
August, 2007 before me, a notary public in and for said State, personally
appeared ______________, known to me to be a __________________ of Treasury
Bank, a division of Countrywide Bank FSB, one of the corporations that executed
the within instrument, and also known to me to be the person who executed it
on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
Notary
Public
|
[Notarial
Seal]
SCHEDULE
1
Mortgage
Loans
[Provided
upon Request]
EXHIBIT
ONE
FORM
OF
CUSTODIAN INITIAL CERTIFICATION
August
31, 2007
|
Xxxxx
Fargo Bank, National Association,
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
XX 00000
Structured
Asset Mortgage Investments II Inc.
000
Xxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
EMC
Mortgage Corporation
0000
Xxxx
Xxxxx Xxxxx
Xxxxxxxxxx,
XX 00000
Attention:
Xxxxx Xxxxx
Email:
xxxxxx@xxxx.xxx
Facsimile:
(000) 000-0000
With
a
copy to:
EMC
Mortgage Corporation
0000
Xxxx
Xxxxx Xxxxx
Xxxxxxxxxx,
XX 00000
Attention:
Xxxxxxxx Xxxxx
Email:
xxxxxx@xxxx.xxx
Facsimile:
(000) 000-0000
Attention:
Bear Xxxxxxx XXX Xxxxx 0000-0, Xxxxxxxx Pass-Through Certificates, Series
2007-5
|
Re:
|
Custodial
Agreement, dated as of August 31, 2007, by and among Structured Asset
Mortgage Investments II Inc., EMC Mortgage Corporation, and Treasury
Bank,
a division of Countrywide Bank FSB relating to Bear Xxxxxxx ARM Trust
2007-5, Mortgage Pass-Through Certificates, Series 2007-5
|
|
Ladies
and Gentlemen:
|
In
accordance with Section 2.3 of the above-captioned Custodial Agreement, and
subject to Section 2.02 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 (other than
with
respect to clause (b)(v) thereof, for which no review has been made) 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.
TREASURY
BANK, A DIVISION OF COUNTRYWIDE
BANK N.A.
|
|||
|
By:
|
||
Name: | |||
Title: | |||
SCHEDULE
A TO EXHIBIT ONE
Exceptions
EXHIBIT
TWO
FORM
OF
CUSTODIAN INTERIM CERTIFICATION
_________
___, 200__
|
Xxxxx
Fargo Bank, National Association,
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
XX 00000
Attn: Client
Manager - BSARM 2007-5
Structured
Asset Mortgage Investments II Inc.
000
Xxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
EMC
Mortgage Corporation
0000
Xxxx
Xxxxx Xxxxx
Xxxxxxxxxx,
XX 00000
Attention:
Xxxxx Xxxxx
Email:
xxxxxx@xxxx.xxx
Facsimile:
(000) 000-0000
With
a
copy to:
EMC
Mortgage Corporation
0000
Xxxx
Xxxxx Xxxxx
Xxxxxxxxxx,
XX 00000
Attention:
Xxxxxxxx Xxxxx
Email:
xxxxxx@xxxx.xxx
Facsimile:
(000) 000-0000
Attention:
Bear Xxxxxxx XXX Xxxxx 0000-0, Xxxxxxxx Pass-Through Certificates, Series
2007-5
|
Re:
|
Custodial
Agreement, dated as of August 31, 2007, by and among Structured Asset
Mortgage Investments II Inc., EMC Mortgage Corporation, and Treasury
Bank,
a division of Countrywide Bank FSB relating to Bear Xxxxxxx ARM Trust
2007-5, Mortgage Pass-Through Certificates, Series 2007-5
|
Ladies
and Gentlemen:
In
accordance with Section 2.3 of the above-captioned Custodial 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 (other than with respect to clause (b)(v) thereof, for which no review
has been made) 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 related 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.
TREASURY
BANK, A DIVISION OF COUNTRYWIDE
BANK N.A.
|
|||
|
By:
|
||
Name: | |||
Title: | |||
SCHEDULE
A TO EXHIBIT TWO
Exceptions
EXHIBIT
THREE
FORM
OF
CUSTODIAN FINAL CERTIFICATION
_________
___, 200__
|
Xxxxx
Fargo Bank, National Association,
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
XX 00000
Attn: Client
Manager - BSARM 2007-5
Structured
Asset Mortgage Investments II Inc.
000
Xxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
EMC
Mortgage Corporation
0000
Xxxx
Xxxxx Xxxxx
Xxxxxxxxxx,
XX 00000
Attention:
Xxxxx Xxxxx
Email:
xxxxxx@xxxx.xxx
Facsimile:
(000) 000-0000
With
a
copy to:
EMC
Mortgage Corporation
0000
Xxxx
Xxxxx Xxxxx
Xxxxxxxxxx,
XX 00000
Attention:
Xxxxxxxx Xxxxx
Email:
xxxxxx@xxxx.xxx
Facsimile:
(000) 000-0000
Attention: Bear
Xxxxxxx XXX Xxxxx 0000-0, Xxxxxxxx Pass-Through Certificates, Series
2007-5
|
Re:
|
Custodial
Agreement, dated as of August 31, 2007, by and among Structured Asset
Mortgage Investments II Inc., EMC Mortgage Corporation, and Treasury
Bank,
a division of Countrywide Bank FSB relating to Bear Xxxxxxx ARM Trust
2007-5, Mortgage Pass-Through Certificates, Series 2007-5
|
Ladies
and Gentlemen:
In
accordance with Section 2.3 of the above-captioned Custodial 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 (other than with respect to clause (b)(v) thereof, for which no review
has been made) 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 an original of each document related thereto required
to
be recorded has been returned from the related recording office with evidence
of
recording thereon, or a certified copy has been obtained from the related
recording office, with any exceptions listed in Schedule A attached
hereto.
Capitalized
words and phrases used herein shall have the respective meanings assigned to
them in the above-captioned Custodial Agreement.
TREASURY
BANK, A DIVISION OF COUNTRYWIDE
BANK N.A.
|
|||
|
By:
|
||
Name: | |||
Title: | |||
SCHEDULE
A TO EXHIBIT THREE
Exceptions
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
as 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 and
identification, 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
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 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-1
COUNTRYWIDE
SERVICING AGREEMENT
This
is a
Seller’s Warranties and Servicing Agreement for residential adjustable rate
first lien mortgage loans, dated and effective as of September 1, 2002, and
is
executed between EMC Mortgage Corporation, as purchaser (the
“Purchaser”), and Countrywide Home Loans, Inc., as seller and servicer
(the “Company”).
W I T N E S S E T H:
WHEREAS,
from time to time the Purchaser has agreed to purchase from the Company and
from
time to time the Company has agreed to sell to the Purchaser certain Mortgage
Loans (excluding the right to service the Mortgage Loans which the Company
expressly retains);
WHEREAS,
each of the Mortgage Loans is secured by a mortgage, deed of trust or other
security instrument creating a first lien on a residential dwelling located
in
the jurisdiction indicated on the related Mortgage Loan Schedule, which is
annexed hereto as Exhibit A;
WHEREAS,
the Company has agreed to service, from time to time, certain of the Mortgage
Loans acquired by the Purchaser in accordance with the terms and provisions
of
this Agreement; and
WHEREAS,
the Purchaser and the Company wish to prescribe the manner of purchase of
the
Mortgage Loans and the management, servicing and control of the Mortgage
Loans
which from time to time are subject to this Agreement.
NOW,
THEREFORE, in consideration of the mutual agreements hereinafter set forth,
and
for other good and valuable consideration, the receipt and adequacy of which
is
hereby acknowledged, the Purchaser and the Company agree as
follows:
ARTICLE
I
DEFINITIONS
Whenever
used herein, the following words and phrases, unless the context otherwise
requires, shall have the following meanings:
Accepted
Servicing Practices: With respect to any Mortgage Loan, those
mortgage servicing practices of prudent mortgage lending institutions which
service mortgage loans of the same type as such Mortgage Loan in the
jurisdiction where the related Mortgaged Property is located.
Agency
Transfer: The sale or transfer by Purchaser of some or all of the
Mortgage Loans to Xxxxxx Mae under its Cash Purchase Program or its MBS Swap
Program (Special Servicing Option) or to Xxxxxxx Mac under its Xxxxxxx Xxx
Xxxx
Program or Gold PC Program, retaining the Company as “servicer
thereunder”.
Agreement: This
Seller’s Warranties and Servicing Agreement and all amendments hereof and
supplements hereto.
ALTA: The
American Land Title Association or any successor thereto.
Appraised
Value: The value set forth in an appraisal made in connection with the
origination of the related Mortgage Loan as the value of the Mortgaged
Property.
Approved
Flood Certification Provider: Any provider acceptable to Xxxxxx
Xxx and Xxxxxxx Mac.
Assignment
and Conveyance: An Assignment and Conveyance in the form of Exhibit 6
to the Mortgage Loan Purchase Agreement dated as of the date hereof, by and
between the Seller and the Purchaser.
Assignment
of Mortgage: An assignment of the Mortgage, notice of transfer or
equivalent instrument in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect
the
sale of the Mortgage to the Purchaser.
BIF: The
Bank Insurance Fund, or any successor thereto.
Business
Day: Any day other than (i) a Saturday or Sunday, or (ii) a day
on which banking and savings and loan institutions in the State of New York
or
California are authorized or obligated by law or executive order to be
closed.
Closing
Date: The date set forth on the related Confirmation on which the Purchaser
from time to time shall purchase and the Company from time to time shall
sell,
the Mortgage Loans listed on the related Mortgage Loan Schedule.
Code: The
Internal Revenue Code of 1986, as it may be amended from time to time or
any
successor statute thereto, and applicable U.S. Department of the Treasury
regulations issued pursuant thereto.
Company: Countrywide
Home Loans, Inc., or its successor in interest or assigns, or any successor
to
the Company under this Agreement appointed as herein provided.
Condemnation
Proceeds: All awards or settlements in respect of a Mortgaged
Property, whether permanent or temporary, partial or entire, by exercise
of the
power of eminent domain or condemnation, to the extent not required to be
released to a Mortgagor in accordance with the terms of the related Mortgage
Loan Documents.
Confirmation: The
trade confirmation letter between the parties hereto which relates to the
Mortgage Loans on the related Closing Date.
Convertible
Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this
Agreement which contains a provision whereby the Mortgagor is permitted to
convert the Mortgage Loan to a fixed-rate mortgage loan at any time between
the
first anniversary and the fifth anniversary of the origination of the mortgage
loan.
Custodial
Account: The separate account or accounts created and maintained
pursuant to Section 4.04.
Custodial
Agreement: That certain Custodial Agreement, dated as of November 23,1999 by
and between the Purchaser and Xxxxx Fargo Bank Minnesota, N.A.
Custodian: The
Custodian under the Custodial Agreement, or its successor in interest or
assigns
or any successor to the Custodian under the Custodial Agreement as provided
therein.
Cut-off
Date: The date set forth on the related Confirmation.
Deleted
Mortgage Loan: A Mortgage Loan which is repurchased by the
Company in accordance with the terms of this Agreement and which is, in the
case
of a substitution pursuant to Section 3.03, replaced or to be replaced with
a
Qualified Substitute Mortgage Loan.
Determination
Date: The 15th day
(or if such
15th day is
not
a Business Day, the Business Day immediately preceding such 15th day)
of the month
of the related Remittance Date.
Disqualified
Organization: An organization defined as such in Section 860E(e)
of the Code.
Due
Date: The day of the month on which the Monthly Payment is due on
a Mortgage Loan, exclusive of any days of grace. With respect to the Mortgage
Loans for which payment from the Mortgagor is due on a day other than the
first
day of the month, such Mortgage Loans will be treated as if the Monthly Payment
is due on the first day of the month of such Due Date.
Due
Period: With respect to each Remittance Date, the prior calendar
month.
Eligible
Investments: Any one or more of the obligations and securities
listed below which investment provides for a date of maturity not later than
the
Determination Date in each month:
(i) direct
obligations of, and obligations 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; and
(ii) federal
funds, demand and time deposits in, certificates of deposits of, or bankers’
acceptances issued by, any depository institution or trust company incorporated
or organized under the laws of the United States of America or any state
thereof
and subject to supervision and examination by federal and/or state banking
authorities, so long as at the time of such investment or contractual commitment
providing for such investment the commercial paper or other short-term debt
obligations of such depository institution or trust company (or, in the case
of
a depository institution or trust company which is the principal subsidiary
of a
holding company, the commercial paper or other short-term debt obligations
of
such holding company) are rated “P-1” by Xxxxx’x Investors Service, Inc. and the
long-term debt obligations of such holding company) are rated “P-1” by Xxxxx’x
Investors Service, Inc. and the long-term debt obligations of such depository
institution or trust company (or, in the case of a depository institution
or
trust company which is the principal subsidiary of a holding company, the
long-term debt obligations of such holding company) are rated at least “Aa” by
Xxxxx’x Investors Service, Inc.;
(iii) investments
and securities otherwise acceptable to Xxxxxx Mae and Xxxxxxx Mac.
provided,
however, that no such instrument shall be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments
with respect to the obligations underlying such instrument, or (ii) both
principal and interest payments derived from obligations underlying such
instrument and the principal and interest payments with respect to such
instrument provide a yield to maturity of greater than 120% of the yield
to
maturity at par of such underlying obligations.
Errors
and Omissions Insurance Policy: An errors and omissions insurance
policy to be maintained by the Company pursuant to Section 4.12.
Escrow
Account: The separate account or accounts created and maintained
pursuant to Section 4.06.
Escrow
Payments: With respect to any Mortgage Loan, the amounts
constituting ground rents, taxes, assessments, water rates, sewer rents,
municipal charges, mortgage insurance premiums, fire and hazard insurance
premiums, condominium charges, and any other payments required to be escrowed
by
the Mortgagor with the mortgagee pursuant to the Mortgage or any other related
document.
Event
of Default: Any one of the conditions or circumstances enumerated
in Section 10.01.
Xxxxxx
Mae: The Federal National Mortgage Association, or any successor
thereto.
Xxxxxx
Xxx Guides: The Xxxxxx Xxx Xxxxxxx’ Guide and the Xxxxxx Xxx
Servicers’ Guide and all amendments or additions thereto.
FDIC: The
Federal Deposit Insurance Corporation, or any successor thereto.
Fidelity
Bond: A fidelity bond to be maintained by the Company pursuant to
Section 4.12.
First
Remittance Date: As stated in the related Mortgage Loan Purchase
Agreement.
5/1
ARM Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this
Agreement which contains a provision whereby the interest rate on such Mortgage
Loan is fixed for the first five (5) years of the term of the related Mortgage
Loan and which thereafter is converted to a Treasury Rate Mortgage Loan or
a
LIBOR Mortgage Loan except that the Periodic Rate Cap does not apply to the
initial Interest Rate Adjustment Date for the related Mortgage
Loan.
Xxxxxxx
Mac: The Federal Home Loan Mortgage Corporation, or any successor
thereto.
GEMICO: General
Electric Mortgage Insurance Corporation or any successor thereto.
Gross
Margin: With respect to each Mortgage Loan, the fixed percentage amount set
forth on the related Mortgage Note, which amount is added to the Index in
accordance with the terms of the related Mortgage Note to determine on each
Interest Rate Adjustment Date, the Mortgage Interest Rate for such Mortgage
Loan.
Index:
With respect to any individual Treasury Rate Mortgage Loan, and with respect
to
any individual 10/1 ARM Mortgage Loan, 5/1 ARM Mortgage Loan or 3/1 ARM Mortgage
Loan commencing from and after the 120th Monthly Payment, sixtieth Monthly
Payment, or the thirty-sixth Monthly Payment thereof, respectively, Index
shall
mean a rate per annum equal to the weekly average yield on U.S. Treasury
securities adjusted to a constant maturity of one year as published by the
Federal Reserve Board in statistical release No. H 15 (519) or any similar
publication as available 45 days prior to the Interest Rate Adjustment Date.
With respect to any individual LIBOR Mortgage Loan, Index shall mean a rate
per
annum equal to the average of interbank offered rates for twelve month U.S.
dollar denominated deposits in the London market as determined as set forth
in
the related Mortgage Note. With respect to any individual CD Mortgage Loan,
Index shall mean a rate per annum equal to the weekly average yield on
certificates of deposit adjusted to a constant maturity of six months as
published by the Federal Reserve Board in statistical release No. H 15 (519)
or
similar publication as available 45 days prior to the Interest Rate Adjustment
Date.
Initial
Rate Cap: With respect to each Mortgage Loan and the initial Interest Rate
Adjustment Date therefor, a number of percentage points per annum that is
set
forth in the related Mortgage Loan Schedule and in the related Mortgage Note,
which is the maximum amount by which the Mortgage Interest Rate for such
Mortgage Loan may increase or decrease from the Mortgage Interest Rate in
effect
immediately prior to such Interest Rate Adjustment Date.
Insurance
Proceeds: With respect to each Mortgage Loan, proceeds of
insurance policies insuring the Mortgage Loan or the related Mortgaged
Property.
Interest
Rate Adjustment Date: The date on which an adjustment to the Mortgage
Interest Rate on a Mortgage Note becomes effective.
LIBOR
Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this
Agreement which contains a provision whereby the interest rate on such Mortgage
Loan is adjusted annually based upon the rate per annum equal to the average
of
interbank offered rates for twelve month U.S. dollar denominated deposits
in the
London market as published in The Wall Street Journal.
Lifetime
Mortgage Interest Rate Cap: With respect to each Mortgage Loan, the absolute
maximum Mortgage Interest Rate payable, above which the Mortgage Interest
Rate
cannot be adjusted. The Mortgage Interest Rate during the term of a Mortgage
Loan shall not at any time exceed the Mortgage Interest Rate at the time
of
origination of such Mortgage Loan by more than 5% per
Liquidation
Proceeds: Cash received in connection with the liquidation of a
defaulted Mortgage Loan, whether through the sale or assignment of such Mortgage
Loan, trustee’s sale, foreclosure sale or otherwise, or the sale of the related
Mortgaged Property if the Mortgaged Property is acquired in satisfaction
of the
Mortgage Loan.
Loan-to-Value
Ratio or LTV: With respect to any Mortgage Loan, the ratio of the
Stated Principal Balance of the Mortgage Loan as of the related Cut-off Date
(unless otherwise indicated) to the lesser of (a) the Appraised Value of
the
Mortgaged Property and (b) if the Mortgage Loan was made to finance the
acquisition of the related Mortgaged Property, the purchase price of the
Mortgaged Property, expressed as a percentage.
LPMI
Loan: A Mortgage Loan with a LPMI Policy.
LPMI
Policy: A policy of primary mortgage guaranty insurance issued by another
Qualified Insurer pursuant to which the related premium is to be paid by
the
Servicer of the related Mortgage Loan from payments of interest made by the
Mortgagor in an amount as is set forth in the related Confirmation and related
Mortgage Loan Schedule.
LPMI
Fee: With respect to each LPMI Loan, the portion of the Mortgage Interest
Rate as set forth on the related Mortgage Loan Schedule (which shall be payable
solely from the interest portion of Monthly Payments, Insurance Proceeds,
Condemnation Proceeds or Liquidation Proceeds), which, during such period
prior
to the required cancellation of the LPMI Policy, shall be used to pay the
premium due on the related LPMI Policy.
MERS: Mortgage
Electronic Registration Systems, Inc., a corporation organized and existing
under the laws of the State of Delaware, or any successor thereto.
MERS
Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS
System.
MERS
System: The system of recording transfers of mortgages
electronically maintained by MERS.
MIN: The
Mortgage Identification Number for any MERS Mortgage Loan.
Monthly
Advance: The portion of Monthly Payment delinquent with respect
to each Mortgage Loan at the close of business on the Determination Date
required to be advanced by the Company pursuant to Section 5.03 on the Business
Day immediately preceding the Remittance Date of the related month.
Monthly
Payment: The scheduled monthly payment of principal and interest
on a Mortgage Loan.
Mortgage: The
mortgage, deed of trust or other instrument securing a Mortgage Note, which
creates a first lien on an unsubordinated estate in fee simple in real property
securing the Mortgage Note.
Mortgage
File: The items pertaining to a particular Mortgage Loan referred
to in Exhibit B annexed hereto, and any additional documents required to
be added to the Mortgage File pursuant to this Agreement.
Mortgage
Impairment Insurance Policy: A mortgage impairment or blanket
hazard insurance policy as described in Section 4.11.
Mortgage
Interest Rate: The annual rate at which Interest accrues on any Mortgage
Loan as adjusted from time to time in accordance with the provisions of the
related Mortgage Note and in compliance with the related Initial Rate Cap,
Lifetime Mortgage Interest Rate Cap and Periodic Rate Cap, if any, of the
related Mortgage Note.
Mortgage
Loan: An individual Convertible or Non-Convertible, Treasury Rate, LIBOR,
5/1 ARM, or 3/1 ARM Mortgage Loan which is the subject of this Agreement,
each
Mortgage Loan originally sold and subject to this Agreement being identified
on
the Mortgage Loan Schedule, which Mortgage Loan includes without limitation
the
Mortgage File, the Monthly Payments, Principal Prepayments, Liquidation
Proceeds, condemnation proceeds, Insurance Proceeds, REO disposition proceeds,
and all other rights, benefits, proceeds and obligations arising from or
in
connection with such Mortgage Loan.
Mortgage
Loan Documents: The documents listed in Exhibit C
hereto.
Mortgage
Loan Package: A pool of Mortgage Loans sold to the Purchaser by the Company
on a Closing Date.
Mortgage
Loan Remittance Rate: With respect to each Mortgage Loan, the
annual rate of interest remitted to the Purchaser, which shall be equal to
the
Mortgage Interest Rate minus (i) the Servicing Fee Rate and (ii) with respect
to
LPMI Loans, the LPMI Fee.
Mortgage
Loan Schedule: With respect to each Mortgage Loan Package, a schedule of
Mortgage Loans annexed hereto as Annex A, such schedule setting forth the
following information with respect to each Mortgage Loan: (1) the Company’s
Mortgage Loan identifying number; (2) the Mortgagor’s name; (3) the street
address of the Mortgaged Property including the city, state and zip code;
(4) a
code indicating whether the Mortgaged Property is owner-occupied a second
home,
or an investment property; (5) the number and type of residential units
constituting the Mortgaged Property; (6) the original months to maturity;
(7)
the Loan-to-Value Ratio at origination; (8) the Mortgage Interest Rate as
of the
Cut-off Date; (9) the date on which the initial Monthly Payment was due on
the
Mortgage Loan; (10) the stated maturity date; (11) the amount of the Monthly
Payment as of the Cut-off Date; (12) the last payment date on which a payment
was actually applied to the outstanding principal balance; (13) the original
principal amount of the Mortgage Loan; (14) the principal balance of the
Mortgage Loan as of the close of business on the Cut-off Date, after deduction
of payments of principal due on or before the Cut-off Date whether or not
collected; (15) a code indicating the purpose of the loan (i.e., purchase,
rate
and term refinance, equity take-out refinance); (16) a code indicating the
documentation style (i.e. full, alternative or reduced); (17) the Interest
Rate
Adjustment Date; (18) the Gross Margin; (19) the lifetime maximum Mortgage
Interest Rate under the terms of the Mortgage Note; (20) the date the Mortgage
Loan was originated; (21) the Periodic Rate Cap; (22) a code indicating the
company providing private mortgage insurance; (23) a code indicating if the
Mortgage Loan is convertible; (24) the Servicing Fee Rate; (25) the LPMI
Fee, if
any; and (26) the Initial Rate Cap. With respect to the Mortgage Loans in
the
aggregate, the Mortgage Loan Schedule shall set forth the following information,
as of the Cut-off Date: (1) the number of Mortgage Loans; (2) the current
aggregate outstanding principal balance of the Mortgage Loans; (3) the weighted
average Mortgage Interest Rate of the Mortgage Loans; and (4) the weighted
average maturity of the Mortgage Loans. The Mortgage Loan Schedule
may consist of multiple reports that collectively set forth all of the required
information.
Mortgage
Note: The note or other evidence of the indebtedness of a
Mortgagor secured by a Mortgage.
Mortgaged
Property: The real property securing repayment of the debt
evidenced by a Mortgage Note.
Mortgagor: The
obligor on a Mortgage Note.
Non-Convertible
Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this
Agreement which does not contain a provision whereby the Mortgagor may convert
the Mortgage Loan to a fixed-rate mortgage loan.
Officer’s
Certificate: A certificate signed by the Chairman of the Board or
the Vice Chairman of the Board or the President or a Vice President or an
assistant Vice President and by the Treasurer or the Secretary or one of
the
Assistant Treasurers or Assistant Secretaries of the Company, and delivered
to
the Purchaser as required by this Agreement.
Opinion
of Counsel: A written opinion of counsel, who may be an employee
of the Company, reasonably acceptable to the Purchaser, provided that any
Opinion of Counsel relating to compliance with the REMIC Provisions, must
be an
opinion of counsel who (i) is in fact independent of the Company and any
master
servicer of the Mortgage Loans, (ii) does not have any material direct or
indirect financial interest in the Company or any master servicer of the
Mortgage Loans or in an affiliate of either and (iii) is not connected with
the
Company or any master servicer of the Mortgage Loans as an officer, employee,
director or person performing similar functions.
Pass-Through
Transfer: The sale or transfer of some or all of the Mortgage
Loans to a trust to be formed as part of a publicly-issued and/or privately
placed, rated or unrated, mortgage pass-through transaction, retaining the
Company as “servicer” (with or without a master servicer)
thereunder.
Periodic
Rate Cap: With respect to each Mortgage Loan, the provision of each Mortgage
Note which provides for an absolute maximum amount by which the Mortgage
Interest Rate therein may increase or decrease on an Interest Rate Adjustment
Date above the Mortgage Interest Rate previously in effect, equal to the
rate
set forth on the Mortgage Loan Schedule per adjustment.
Person: Any
individual, corporation, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization, government or any agency or
political subdivision thereof.
PMI: PMI
Mortgage Insurance Co., or any successor thereto.
PMI
Policy: A policy of primary mortgage guaranty insurance issued by
a Qualified Insurer, as required by this Agreement with respect to certain
Mortgage Loans.
Pool
Insurer: Any of GEMICO, PMI or UGI.
Prepayment
Interest Shortfall Amount: With respect to any Mortgage Loan that
was subject to a Principal Prepayment in full or in part during any Due Period,
which Principal Prepayment was applied to such Mortgage Loan prior to such
Mortgage Loan’s Due Date in such Due Period, the amount of interest (net the
related Servicing Fee) that would have accrued on the amount of such Principal
Prepayment during the period commencing on the date as of which such Principal
Prepayment was applied to such Mortgage Loan and ending on the day immediately
preceding such Due Date, inclusive.
Prime
Rate: The prime rate announced to be in effect from time to time,
as published as the average rate in the “Money Rates” section of
TheWallStreetJournal.
Principal
Prepayment: Any payment or other recovery of principal on a
Mortgage Loan which is received in advance of its scheduled Due Date, including
any prepayment penalty or premium thereon and which is not accompanied by
an
amount of interest representing scheduled interest due on any date or dates
in
any month or months subsequent to the month of prepayment.
Principal
Prepayment Period: The month preceding the month in which the
related Remittance Date occurs.
Purchaser: EMC
Mortgage Corporation or its successor in interest or any successor to the
Purchaser under this Agreement as herein provided.
Qualified
Depository: A depository the accounts of which are insured by the
FDIC through the BIF or the SAIF or the debt obligations of which are rated
AA
(or the equivalent rating category) or better by national recognized statistical
rating organization.
Qualified
Insurer: A mortgage guaranty insurance company duly authorized
and licensed where required by law to transact mortgage guaranty insurance
business and approved as an insurer by Xxxxxx Xxx or Xxxxxxx Mac.
Qualified
Substitute Mortgage Loan: A mortgage loan eligible to be
substituted by the Company for a Deleted Mortgage Loan which must, on the
date
of such substitution, (i) have an outstanding principal balance, after deduction
of all scheduled payments due in the month of substitution (or in the case
of a
substitution of more than one mortgage loan for a Deleted Mortgage Loan,
an
aggregate principal balance), not in excess of the Stated Principal Balance
of
the Deleted Mortgage Loan; (ii) have a Mortgage Loan Remittance Rate not
less
than and not more than 2% greater than the Mortgage Loan Remittance Rate
of the
Deleted Mortgage Loan; (iii) have a remaining term to maturity not greater
than
and not more than one year less than that of the Deleted Mortgage Loan; (iv)
have a Gross Margin not less than that of the Deleted Mortgage Loan; (v)
comply
with each representation and warranty set forth in Sections 3.01 and 3.02;
(v)
use the same Index for determining the Mortgage Interest Rate as the Deleted
Mortgage Loan; (vi) have the same provision with respect to convertibility
as
the Deleted Mortgage Loan; and (viii) be a REMIC Eligible Mortgage
Loan.
Rating
Agency: Any of Fitch, Xxxxx’x or Standard & Poor’s or their
respective successors designed by the Purchaser.
Reconstitution
Agreements: The agreement or agreements entered into by the
Purchaser, the Company, Xxxxxx Mae or Xxxxxxx Mac or certain third parties
on
the Reconstitution Date(s) with respect to any or all of the Mortgage Loans
serviced hereunder, in connection with a Pass-Through Transfer or an Agency
Transfer as set forth in Section 7.01, including, but not limited to, (i)
a
Xxxxxx Mae Mortgage Selling and Servicing Contract, a Pool Purchase Contract,
and any and all servicing agreements and tri-party agreements reasonably
required by Xxxxxx Xxx with respect to a Xxxxxx Mae Transfer, (ii) a Purchase
Contract and all purchase documents associated therewith as set forth in
the
Xxxxxxx Xxx Xxxxxxx’ & Servicers’ Guide, and any and all servicing
agreements and tri-party agreements reasonably required by Xxxxxxx Mac with
respect to a Xxxxxxx Mac Transfer, and (iii) a Pooling and Servicing Agreement
and/or a subservicing/master servicing agreement and related custodial/trust
agreement and related documents with respect to a Pass-Through Transfer.
Such
agreement or agreements shall prescribe the rights and obligations of the
Company in servicing the related Mortgage Loans and shall provide for servicing
compensation to the Company (calculated on a weighted average basis for all
the
related Mortgage Loans as of the Reconstitution Date), net of any guarantee
fees
due Xxxxxx Mae or Xxxxxxx Mac, if applicable, at least equal to the Servicing
Fee due the Company in accordance with this Agreement or the servicing fee
required pursuant to the Reconstitution Agreement. The form of relevant
Reconstitution Agreement to be entered into by the Purchaser and/or master
servicer or trustee and the Company with respect to Pass-Through Transfers
shall
be reasonably satisfactory in form and substance to the Purchaser and the
Company, shall not material increase the Company’s obligations or diminish the
Company’s rights hereunder and the representations and warranties and servicing
provisions contained therein shall be substantially similar to those contained
in this Agreement, unless otherwise mutually agreed by the parties.
Reconstitution
Date: The date or dates on which any or all of the Mortgage Loans
serviced under this Agreement shall be removed from this Agreement and
reconstituted as part of an Agency Transfer or a Pass-Through Transfer pursuant
to Section 7.01 hereof. On such date or dates, the Mortgage Loans transferred
shall cease to be covered by this Agreement and the Company’s servicing
responsibilities shall cease under this Agreement with respect to the related
transferred Mortgage Loans.
Record
Date: The close of business of the last Business Day of the month
preceding the month of the related Remittance Date.
REMIC: A
“real estate mortgage investment conduit” within the meaning of Section 860D of
the Code.
REMIC
Documents: The document or documents creating and governing the
administration of a REMIC.
REMIC
Eligible Mortgage Loan: A Mortgage Loan held by a REMIC which
satisfies and/or complies with all applicable REMIC Provisions.
REMIC
Provisions: Provisions of the federal income tax law relating to
a REMIC, which appear at Section 860A through 86OG of Subchapter M of Chapter
1,
Subtitle A of the Code, and related provisions, and regulations, rulings
or
pronouncements promulgated thereunder, as the foregoing may be in effect
from
time to time.
Remittance
Date: The 18th day (or if such 18th day is not a Business Day,
the first Business Day immediately following) of any month, beginning with
the
First Remittance Date.
REO
Disposition: The final sale by the Company of any REO
Property.
REO
Disposition Proceeds: All amounts received with respect to an REO
Disposition pursuant to Section 4.16.
REO
Property: A Mortgaged Property acquired by the Company on behalf
of the Purchasers through foreclosure or by deed in lieu of foreclosure,
as
described in Section 4.16.
Repurchase
Price: With respect to any Mortgage Loan, a price equal to (i)
the Stated Principal Balance of the Mortgage Loan plus (ii) interest on such
Stated Principal Balance at the Mortgage Loan Remittance Rate from the date
on
which interest has last been paid and distributed to the Purchaser to the
date
of repurchase, less amounts received or advanced in respect of such repurchased
Mortgage Loan which are being held in the Custodial Account for distribution
in
the month of repurchase.
SAIF: The
Savings Association Insurance Fund, or any successor thereto.
Securities
Act of 1933 or the 1933 Act: The Securities Act of 1933, as
amended.
Servicing
Advances: All customary, reasonable and necessary “out of pocket”
costs and expenses other than Monthly Advances (including reasonable
attorneys’
fees and disbursements) incurred in the performance by the Company of its
servicing obligations, including, but not limited to, the cost of (a) the
preservation, restoration and protection of the Mortgaged Property, (b) any
enforcement or judicial proceedings, including without limitation, foreclosures,
(c) the management and liquidation of any REO Property and (d) compliance
with
the obligations under Section 4.08.
Servicing
Fee: With respect to each Mortgage Loan, the amount of the annual
fee the Purchaser shall pay to the Company, which shall, for a period of
one
full month, be equal to one-twelfth of the product of (a) the Servicing Fee
Rate
and (b) the outstanding principal balance of such Mortgage Loan. Such fee
shall
be payable monthly, computed on the basis of the same principal amount and
period respecting which any related interest payment on a Mortgage Loan is
computed. The obligation of the Purchaser to pay the Servicing Fee is limited
to, and the Servicing Fee is payable solely from, the interest portion
(including recoveries with respect to interest from Liquidation Proceeds,
to the
extent permitted by Section 4.05) of such Monthly Payment collected by the
Company, or as otherwise provided under Section 4.05.
Servicing
Fee Rate: 0.25% per annum with respect to the period prior to the initial
Interest Adjustment Date and, for the 5/1 7/1 and 10/1 ARM Loans 0.375%
thereafter.
Servicing
File: With respect to each Mortgage Loan, the file retained by
the Company consisting of originals of all documents in the Mortgage File
which
are not delivered to the Custodian and copies of the Mortgage Loan Documents
listed in Exhibit B the originals of which are delivered to the Custodian
pursuant to Section 2.01.
Servicing
Officer: Any officer of the Company involved in or responsible
for, the administration and servicing of the Mortgage Loans whose name appears
on a list of servicing officers furnished by the Company to the Purchaser
upon
request, as such list may from time to time be amended.
7/1
ARM Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this
Agreement which contains a provision whereby the interest rate on such Mortgage
Loan is fixed for the first seven (7) years of the term of the related Mortgage
Loan and which thereafter is converted to a Treasury Rate Mortgage Loan or
a
LIBOR Mortgage Loan except that the Periodic Rate Cap does not apply to the
initial Interest Rate Adjustment Date for the related Mortgage
Loan.
Stated
Principal Balance: As to each Mortgage Loan, (i) the principal
balance of the Mortgage Loan at the related Cut-off Date after giving effect
to
payments of principal due on or before such date, whether or not received,
minus
(ii) all amounts previously distributed to the Purchaser with respect to
the
related Mortgage Loan representing payments or recoveries of principal or
advances in lieu thereof.
Subservicer: Any
Subservicer which is subservicing the Mortgage Loans pursuant to a Subservicing
Agreement. Any subservicer shall meet the qualifications set forth in Section
4.01.
Subservicing
Agreement: An agreement between the Company and a Subservicer for
the servicing of the Mortgage Loans.
10/1
ARM Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this
Agreement which contains a provision whereby the interest rate on such Mortgage
Loan is fixed for the first ten (10) years of the term of the related Mortgage
Loan and which thereafter is converted to a Treasury Rate Mortgage Loan or
a
LIBOR Mortgage Loan except that the Periodic Rate Cap does not apply to the
initial Interest Rate Adjustment Date for the related Mortgage
Loan.
3/1
ARM Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this
Agreement which contains a provision whereby the interest rate on such Mortgage
Loan is fixed for the first three (3) years of the term of the related Mortgage
Loan and which thereafter is converted to a Treasury Rate Mortgage Loan or
a
LIBOR Mortgage Loan.
Treasury
Rate Mortgage Loan: Any individual Mortgage Loan purchased pursuant to this
Agreement which contains a provision whereby the interest rate on such Mortgage
Loan is adjusted based upon the weekly average yield on U.S. Treasury
securities.
Underwriting
Guidelines: The underwriting guidelines of the Company with
respect to mortgage loans similar to the Mortgage Loans, attached hereto
as Exhibit H.
UGI: United
Guaranty Residential Insurance Company or any successor thereto.
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES;
BOOKS
AND RECORDS; DELIVERY OF DOCUMENTS
Section
2.01
|
Conveyance
of Mortgage Loans; Possession of Mortgage Files; Maintenance of
Servicing
Files.
|
The
Company, on each Closing Date, does hereby sell, transfer, assign, set over
and
convey to the Purchaser, without recourse, but subject to the terms of this
Agreement, all the right, title and interest of the Company in and to the
Mortgage Loans in the related Mortgage Loan Package, excluding the right
to
service the Mortgage Loans which the Company expressly retains. Pursuant
to
Section 2.03, the Company has delivered the Mortgage Loan Documents for each
Mortgage Loan in the Mortgage Loan Package to the Custodian.
The
contents of each Mortgage File not delivered to the Custodian are and shall
be
held in trust by the Company for the benefit of the Purchaser as the owner
thereof. The Company shall maintain a Servicing File consisting of a copy
of the
contents of each Mortgage File and the originals of the documents in each
Mortgage File not delivered to the Custodian. The possession of each Servicing
File by the Company is at the will of the Purchaser for the sole purpose
of
servicing the related Mortgage Loan, and such retention and possession by
the
Company is in a custodial capacity only. Upon the sale of the Mortgage Loans
the
ownership of each Mortgage Note, the related Mortgage and the related Mortgage
File and Servicing File shall vest immediately in the Purchaser, and the
ownership of all records and documents with respect to the related Mortgage
Loan
prepared by or which come into the possession of the Company shall vest
immediately in the Purchaser and shall be retained and maintained by the
Company, in trust, at the will of the Purchaser and only in such custodial
capacity. Each Servicing File shall be segregated from the other books and
records of the Company and shall be marked appropriately to reflect clearly
the
sale of the related Mortgage Loan to the Purchaser. The Company shall release
its custody of the contents of any Servicing File only in accordance with
written instructions from the Purchaser, unless such release is required
as
incidental to the Company’s servicing of the Mortgage Loans or is in connection
with a repurchase of any Mortgage Loan pursuant to Section 3.03, 3.05, 3.07,
or
6.02.
Section
2.02
|
Books
and Records; Transfers of Mortgage
Loans.
|
From
and
after the sale of the Mortgage Loans to the Purchaser all rights arising
out of
the Mortgage Loans in a Mortgage Loan Package including but not limited to
all
funds received on or in connection with the Mortgage Loan, shall be received
and
held by the Company in trust for the benefit of the Purchaser as owner of
the
Mortgage Loans, and the Company shall retain record title to the related
Mortgages for the sole purpose of facilitating the servicing and the supervision
of the servicing of the Mortgage Loans.
The
sale
of each Mortgage Loan in a Mortgage Loan Package shall be reflected on the
Company’s balance sheet and other financial statements as a sale of assets by
the Company. The Company shall be responsible for maintaining, and shall
maintain, a complete set of books and records for each Mortgage Loan which
shall
be marked clearly to reflect the ownership of each Mortgage Loan by the
Purchaser. In particular, the Company shall maintain in its possession,
available for inspection by the Purchaser, or its designee and shall deliver
to
the Purchaser upon demand, evidence of compliance with all federal, state
and
local laws, rules and regulations, and requirements of Xxxxxx Xxx or Xxxxxxx
Mac, including but not limited to documentation as to the method used in
determining the applicability of the provisions of the Flood Disaster Protection
Act of 1973, as amended, to the Mortgaged Property, documentation evidencing
insurance coverage and eligibility of any condominium project for approval
by
Xxxxxx Mae and periodic inspection reports as required by Section 4.13. To
the
extent that original documents are not required for purposes of realization
of
Liquidation Proceeds or Insurance Proceeds, documents maintained by the Company
may be in the form of microfilm or microfiche or such other reliable means
of
recreating original documents, including but not limited to, optical imagery
techniques so long as the Company complies with the requirements of the Xxxxxx
Xxx Selling and Servicing Guide, as amended from time to time.
The
Company shall maintain with respect to each Mortgage Loan and shall make
available for inspection by any Purchaser or its designee the related Servicing
File during the time the Purchaser retains ownership of a Mortgage Loan and
thereafter in accordance with applicable laws and regulations.
The
Company shall keep at its servicing office books and records in which, subject
to such reasonable regulations as it may prescribe, the Company shall note
transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless
such transfer is in compliance with the terms hereof. For the purposes of
this
Agreement, the Company shall be under no obligation to deal with any person
with
respect to this agreement or the Mortgage Loans unless the books and records
show such person as the owner of the Mortgage Loan. The Purchaser may, subject
to the terms of this Agreement, sell and transfer one or more of the Mortgage
Loans, provided, however, that (i) the transferee will not be
deemed to be a Purchaser hereunder binding upon the Company unless such
transferee shall agree in writing to be bound by the terms of this Agreement
and
an original counterpart of the instrument of transfer and an assignment and
assumption of this Agreement in the form of Exhibit G hereto executed by
the transferee shall have been delivered to the Company, and (ii) with respect
to each Mortgage Loan Package, in no event shall there be more than five
Persons
at any given time having the status of “Purchaser” hereunder. The Purchaser also
shall advise the Company of the transfer. Upon receipt of notice of the
transfer, the Company shall xxxx its books and records to reflect the ownership
of the Mortgage Loans of such assignee, and shall release the previous Purchaser
from its obligations hereunder with respect to the Mortgage Loans sold or
transferred. Purchaser shall not to transfer to any assignee any pool
of Mortgage Loans with a aggregate outstanding principal balance of less
than
$10,000,000 without the consent of the Company; provided, however, if the
Company fails to consent to the transfer of a pool of Mortgage Loans as
contemplated in this sentence, Purchaser shall have the right to purchase
the
servicing rights associated with such Mortgage Loans at a price to mutually
agreed to by Purchaser and Company, exercising good faith.
Section
2.03
|
Delivery
of Documents.
|
On
or
before the date which is agreed upon by the Purchaser and the Company in
the
related Confirmation, the Company shall deliver and release to the Custodian
those Mortgage Loan Documents as required by this Agreement with respect
to each
Mortgage Loan in the related Mortgage Loan Package a list of which is attached
to the related Assignment and Conveyance.
On
or
prior to the related Closing Date, the Custodian shall certify its receipt
of
all such Mortgage Loan Documents required to be delivered pursuant to the
Custodial Agreement, as evidenced by the Initial Certification of the Custodian
in the form annexed to the Custodial Agreement. The Company shall be responsible
for maintaining the Custodial Agreement for the benefit of the Purchaser.
Purchaser shall pay all fees and expenses of the Custodian.
The
Company shall forward to the Custodian original documents evidencing an
assumption, modification, consolidation or extension of any Mortgage Loan
entered into in accordance with Section 4.01 or 6.01 within one week of their
execution, provided, however, that the Company shall provide the Custodian
with
a certified true copy of any such document submitted for recordation within
one
week of its execution, and shall provide the original of any document submitted
for recordation or a copy of such document certified by the appropriate public
recording office to be a true and complete copy of the original within 180
days
of its submission for recordation.
In
the
event an Officer’s Certificate of the Company is delivered to the Custodian
because of a delay caused by the public recording office in returning any
recorded document, the Company shall deliver to the Custodian, within 180
days
of the related Closing Date, an Officer’s Certificate which shall (i) identify
the recorded document, (ii) state that the recorded document has not been
delivered to the Custodian due solely to a delay caused by the public recording
office, (iii) state the amount of time generally required by the applicable
recording office to record and return a document submitted for recordation,
and
(iv) specify the date the applicable recorded document will be delivered
to the
Custodian. The Company shall be required to deliver to the Custodian the
applicable recorded document by the date specified in (iv) above. An extension
of the date specified in (iv) above may be requested from the Purchaser,
which
consent shall not be unreasonably withheld.
On
or
prior to the date which is three Business Days prior to the related Closing
Date, the Company shall deliver to the Purchaser the related Mortgage Loan
Schedule.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES;
REMEDIES
AND BREACH
Section
3.01
|
Company
Representations and Warranties.
|
The
Company represents and warrants to the Purchaser that as of each Closing
Date:
(a) Due
Organization and Authority. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State
of
New York and has all licenses necessary to carry on its business as now being
conducted and is licensed, qualified and in good standing in each state where
a
Mortgaged Property is located if the laws of such state require licensing
or
qualification in order to conduct business of the type conducted by the Company,
and in any event the Company is in compliance with the laws of any such state
to
the extent necessary to ensure the enforceability of the related Mortgage
Loan
and the servicing of such Mortgage Loan in accordance with the terms of this
Agreement; the Company has the full corporate power and authority to execute
and
deliver this Agreement and to perform in accordance herewith; the execution,
delivery and performance of this Agreement (including all instruments of
transfer to be delivered pursuant to this Agreement) by the Company and the
consummation of the transactions contemplated hereby have been duly and validly
authorized; this Agreement evidences the valid, binding and enforceable
obligation of the Company; and all requisite corporate action has been taken
by
the Company to make this Agreement valid and binding upon the Company in
accordance with its terms;
(b) Ordinary
Course of Business. The consummation of the transactions
contemplated by this Agreement are in the ordinary course of business of
the
Company, and the transfer, assignment and conveyance of the Mortgage Notes
and
the Mortgages by the Company pursuant to this Agreement are not subject to
the
bulk transfer or any similar statutory provisions in effect in any applicable
jurisdiction;
(c) No
Conflicts. Neither the execution and delivery of this Agreement,
the acquisition of the Mortgage Loans by the Company, the sale of the Mortgage
Loans to the Purchaser or the transactions contemplated hereby, nor the
fulfillment of or compliance with the terms and conditions of this Agreement,
will conflict with or result in a breach of any of the terms, conditions
or
provisions of the Company’s charter or by-laws or any legal restriction or any
agreement or instrument to which the Company is now a party or by which it
is
bound, or constitute a default or result in an acceleration under any of
the
foregoing, or result in the violation of any law, rule, regulation, order,
judgment or decree to which the Company or its property is subject, or impair
the ability of the Purchaser to realize on the Mortgage Loans, or impair
the
value of the Mortgage Loans;
(d) Ability
to Service. The Company is an approved seller/servicer of
conventional residential mortgage loans for Xxxxxx Mae or Xxxxxxx Mac, with
the
facilities, procedures, and experienced personnel necessary for the sound
servicing of mortgage loans of the same type as the Mortgage Loans. The Company
is in good standing to sell mortgage loans to and service mortgage loans
for
Xxxxxx Mae or Xxxxxxx Mac, and no event has occurred, including but not limited
to a change in insurance coverage, which would make the Company unable to
comply
with Xxxxxx Mae or Xxxxxxx Mac eligibility requirements or which would require
notification to either Xxxxxx Mae or Xxxxxxx Mac;
(e) Reasonable
Servicing Fee. The Company acknowledges and agrees that the
Servicing Fee, as calculated at the Servicing Fee Rate, represents reasonable
compensation for performing such services and that the entire Servicing Fee
shall be treated by the Company, for accounting and tax purposes, as
compensation for the servicing and administration of the Mortgage Loans pursuant
to this Agreement.
(f) Ability
to Perform. The Company does not believe, nor does it have any
reason or cause to believe, that it cannot perform each and every covenant
contained in this Agreement. The Company is solvent and the sale of the Mortgage
Loans is not undertaken to hinder, delay or defraud any of the Company’s
creditors;
(g) No
Litigation Pending. There is no action, suit, proceeding or
investigation pending or to the best of the Company’s knowledge threatened
against the Company which, either in any one instance or in the aggregate,
may
result in any material adverse change in the business, operations, financial
condition, properties or assets of the Company, or in any material impairment
of
the right or ability of the Company to carry on its business substantially
as
now conducted, or in any material liability on the part of the Company, or
which
would draw into question the validity of this Agreement or the Mortgage Loans
or
of any action taken or to be taken in connection with the obligations of
the
Company contemplated herein, or which would be likely to impair materially
the
ability of the Company to perform under the terms of this
Agreement;
(h) No
Consent Required. No consent, approval, authorization or order of
any court or governmental agency or body is required for the execution, delivery
and performance by the Company of or compliance by the Company with this
Agreement or the sale of the Mortgage Loans as evidenced by the consummation
of
the transactions contemplated by this Agreement, or if required, such approval
has been obtained prior to the related Closing Date;
(i) Selection
Process. The Mortgage Loans were selected from among the
adjustable rate one- to four-family mortgage loans in the Company’s portfolio at
the related Closing Date as to which the representations and warranties set
forth in Section 3.02 could be made and such selection was not made in a
manner
so as to affect adversely the interests of the Purchaser;
(j) Pool
Characteristics. With respect to each Mortgage Loan Package, the
Mortgage Loan characteristics set forth on Exhibit 2 to the related Assignment
and Conveyance are true and complete.
(k) No
Untrue Information. Neither this Agreement nor any statement, report or
other document furnished or to be furnished pursuant to this Agreement or
in
connection with the transactions contemplated hereby contains any untrue
statement of fact or omits to state a fact necessary to make the statements
contained therein not misleading;
(l) Sale
Treatment. The Company has determined that the disposition of the
Mortgage Loans pursuant to this Agreement will be afforded sale treatment
for
accounting and tax purposes;
(m) Financial
Statements. There has been no change in the business, operations, financial
condition, properties or assets of the Company since the date of the Company’s
most recent financial statements that would have a material adverse effect
on
its ability to perform its obligations under this Agreement;
(n) No
Brokers’ Fees. The Company has not dealt with any broker,
investment banker, agent or other person that may be entitled to any commission
or compensation in connection with the sale of the Mortgage Loans;
(o) Origination. The
Company’s decision to originate any mortgage loan or to deny any mortgage loan
application is an independent decision based upon Company’s Underwriting
Guidelines, and is in no way made as a result of Purchaser’s decision
to purchase, or not to purchase, or the price Purchaser may offer to pay
for,
any such mortgage loan, if originated; and
(p) MERS. The
Company is a member of MERS in good standing, and will comply in all material
respects with the rules and procedures of MERS in connection with the servicing
of the MERS Mortgage Loans for as long as such Mortgage Loans are registered
with MERS;
Section
3.02
|
Representations
and Warranties Regarding Individual Mortgage
Loans.
|
As
to
each Mortgage Loan, the Company hereby represents and warrants to the Purchaser
that as of the related Closing Date:
(a) Mortgage
Loans as Described. The information set forth in each Mortgage
Loan Schedule is complete, true and correct in all material
respects;
(b) Payments
Current. All payments required to be made up to the related
Closing Date for the Mortgage Loan under the terms of the Mortgage Note have
been made and credited. No payment required under the Mortgage Loan has been
more than 30 days delinquent at any time in the twelve months prior to the
related Closing Date. The first Monthly Payment shall be made with respect
to
the Mortgage Loan on its Due Date or within the grace period, all in accordance
with the terms of the related Mortgage Note;
(c) No
Outstanding Charges. There are no defaults in complying with the
terms of the Mortgages, and all taxes, governmental assessments, insurance
premiums, water, sewer and municipal charges, leasehold payments or ground
rents
which previously became due and owing have been paid, or an escrow of funds
has
been established in an amount sufficient to pay for every such item which
remains unpaid and which has been assessed but is not yet due and payable.
The
Company has not advanced funds, or induced, solicited or knowingly received
any
advance of funds by a party other than the Mortgagor, directly or indirectly,
for the payment of any amount required under the Mortgage Loan, except for
interest accruing from the date of the Mortgage Note or date of disbursement
of
the Mortgage Loan proceeds, whichever is greater, to the day which precedes
by
one month the Due Date of the first installment of principal and
interest;
(d) Original
Terms Unmodified. The terms of the Mortgage Note and Mortgage
have not been impaired, waived, altered or modified in any respect, except
by a
written instrument which has been recorded, if necessary to protect the
interests of the Purchaser and which has been delivered to the Custodian.
The
substance of any such waiver, alteration or modification has been approved
by
the issuer of any related PMI Policy and the title insurer, to the extent
required by the policy, and its terms are reflected on the related Mortgage
Loan
Schedule. No Mortgagor has been released, in whole or in part, except in
connection with an assumption agreement approved by the issuer of any related
PMI Policy and the title insurer, to the extent required by the policy, and
which assumption agreement is part of the Mortgage Loan File delivered to
the
Custodian and the terms of which are reflected in the related Mortgage Loan
Schedule;
(e) No
Defenses. The Mortgage Loan is not subject to any right of
rescission, set-off, counterclaim or defense, including without limitation
the
defense of usury, nor will the operation of any of the terms of the Mortgage
Note or the Mortgage, or the exercise of any right thereunder, render either
the
Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject
to
any right of rescission, set-off, counterclaim or defense, including without
limitation the defense of usury, and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto, and no Mortgagor
was a debtor in any state or federal bankruptcy or insolvency proceeding
at the
time the Mortgage Loan was originated;
(f) Hazard
Insurance. Pursuant to the terms of the Mortgage, all buildings
or other improvements upon the Mortgaged Property are insured by a generally
acceptable insurer against loss by fire, hazards of extended coverage and
such
other hazards as are customary in the area where the Mortgaged Property is
located pursuant to insurance policies conforming to the requirements of
Section
4.10. If upon origination of the Mortgage Loan, the Mortgaged Property was
in an
area identified in the Federal Register by the Federal Emergency Management
Agency as having special flood hazards (and such flood insurance has been
made
available) a flood insurance policy meeting the requirements of the current
guidelines of the Federal Flood Insurance Administration is in effect which
policy conforms to the requirements of Section 4.10. All individual insurance
policies contain a standard mortgagee clause naming the Company and its
successors and assigns as mortgagee, and all premiums thereon have been paid.
The Mortgage obligates the Mortgagor thereunder to maintain the hazard insurance
policy at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do
so, authorizes the holder of the Mortgage to obtain and maintain such insurance
at such Mortgagor’s cost and expense, and to seek reimbursement therefor from
the Mortgagor. Where required by state law or regulation, the Mortgagor has
been
given an opportunity to choose the carrier of the required hazard insurance,
provided the policy is not a “master” or “blanket” hazard insurance policy
covering the common facilities of a planned unit development. The hazard
insurance policy is the valid and binding obligation of the insurer, is in
full
force and effect, and will be in full force and effect and inure to the benefit
of the Purchaser upon the consummation of the transactions contemplated by
this
Agreement. The Company has not engaged in, and has no knowledge of the
Mortgagor’s or any Subservicer’s having engaged in, any act or omission which
would impair the coverage of any such policy, the benefits of the endorsement
provided for herein, or the validity and binding effect of either, including
without limitation, no unlawful fee, unlawful commission, unlawful kickback
or
other unlawful compensation or value of any kind has been or will be received,
retained or realized by any attorney, firm or other person or entity, and
no
such unlawful items have been received, retained or realized by the
Company;
(g) Compliance
with Applicable Laws. Any and all requirements of any federal,
state or local law including, without limitation, usury, truth-in-lending,
real
estate settlement procedures, consumer credit protection, equal credit
opportunity or disclosure laws applicable to the Mortgage Loan have been
complied with, and the Company shall maintain in its possession, available
for
the Purchaser’s inspection, and shall deliver to the Purchaser upon demand,
evidence of compliance with all such requirements;
(h) No
Satisfaction of Mortgage. The Mortgage has not been satisfied,
canceled, subordinated or rescinded, in whole or in part, and the Mortgaged
Property has not been released from the lien of the Mortgage, in whole or
in
part, nor has any instrument been executed that would effect any such release,
cancellation, subordination or rescission. The Company has not waived the
performance by the Mortgagor of any action, if the Mortgagor’s failure to
perform such action would cause the Mortgage Loan to be in default, nor has
the
Company waived any default resulting from any action or inaction by the
Mortgagor;
(i) Location
and Type of Mortgaged Property. The Mortgaged Property is a fee
simple property located in the state identified in the related Mortgage Loan
Schedule and consists of a parcel of real property with a detached single
family
residence erected thereon, or an individual condominium unit in a low-rise
condominium project, or an individual unit in a planned unit development,
provided, however, that any condominium project or planned unit development
shall conform with the Company’s Underwriting Guidelines regarding such
dwellings, and no residence or dwelling is a mobile home or a manufactured
dwelling. No portion of the Mortgaged Property is used for commercial
purposes;
(j) Valid
First Lien. The Mortgage is a valid, subsisting, enforceable and
perfected first lien on the Mortgaged Property, including all buildings and
improvements on the Mortgaged Property, and all additions, alterations and
replacements made at any time with respect to the foregoing. The lien of
the
Mortgage is subject only to:
(1) the
lien
of current real property taxes and assessments not yet due and
payable;
(2) covenants,
conditions and restrictions, rights of way, easements and other matters of
the
public record as of the date of recording acceptable to mortgage lending
institutions generally and specifically referred to in the lender’s title
insurance policy delivered to the originator of the Mortgage Loan and (i)
referred to or to otherwise considered in the appraisal made for the originator
of the Mortgage Loan or (ii) which do not adversely affect the Appraised
Value
of the Mortgaged Property set forth in such appraisal; and
(3) other
matters to which like properties are commonly subject which do not materially
interfere with the benefits of the security intended to be provided by the
mortgage or the use, enjoyment, value or marketability of the related Mortgaged
Property.
Any
security agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Mortgage Loan establishes and creates a
valid,
subsisting and enforceable first lien and first priority security interest
on
the property described therein and the Company has full right to sell and
assign
the same to the Purchaser. The Mortgaged Property was not, as of the date
of
origination of the Mortgage Loan, subject to a mortgage, deed of trust, deed
to
secured debt or other security instrument creating a lien subordinate to
the
lien of the Mortgage;
(k) Validity
of Mortgage Documents. The Mortgage Note and the Mortgage are
genuine, and each is the legal, valid and binding obligation of the maker
thereof enforceable in accordance with its terms. All parties to the Mortgage
Note and the Mortgage and any other related agreement had legal capacity
to
enter into the Mortgage Loan and to execute and deliver the Mortgage Note
and
the Mortgage and any other related agreement, and the Mortgage Note and the
Mortgage have been duly and properly executed by such parties. No fraud was
committed by the Company, or to the Company's knowledge by any other person
including the Mortgagor, in connection with the origination or servicing
of the
Mortgage Loan. The Company has reviewed all of the documents
constituting the Servicing File and has made such inquiries as it deems
necessary to make and confirm the accuracy of the representations set forth
herein;
(l) Full
Disbursement of Proceeds. The Mortgage Loan has been closed and
the proceeds of the Mortgage Loan have been fully disbursed and there is
no
requirement for future advances thereunder, and any and all requirements
as to
completion of any on-site or off-site improvement and as to disbursements
of any
escrow funds therefor have been complied with. All costs, fees and expenses
incurred in making or closing the Mortgage Loan and the recording of the
Mortgage were paid, and the Mortgagor is not entitled to any refund of any
amounts paid or due under the Mortgage Note or Mortgage;
(m) Ownership. The
Company is the sole owner of record and holder of the Mortgage Loan. The
Mortgage Loan is not assigned or pledged, and the Company has good and
marketable title thereto, and has full right to transfer and sell the Mortgage
Loan therein to the Purchaser free and clear of any encumbrance, equity,
participation interest, lien, pledge, charge, claim or security interest,
and
has full right and authority subject to no interest or participation of,
or
agreement with, any other party, to sell and assign each Mortgage Loan pursuant
to this Agreement;
(n) Doing
Business. All parties which have had any interest in the Mortgage
Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during
the
period in which they held and disposed of such interest, were) (1) in compliance
with any and all applicable licensing requirements of the laws of the state
wherein the Mortgaged Property is located, and (2) organized under the laws
of
such state, or (3) qualified to do business in such state, or (4) federal
savings and loan associations or national banks having principal offices
in such
state, or (5) not doing business in such state;
(o) LTV,
PMI Policy. Any Mortgage Loan with an LTV over 80% has a PMI Policy
insuring, as to payment defaults, the excess LTV over 71% (or such other
percentage as stated in the related Confirmation) of the Appraised Value
until
the LTV of such Mortgage Loan is reduced to 80%. All provisions of such PMI
Policy have been and are being complied with, such policy is in full force
and
effect, and all premiums due thereunder have been paid. No action, inaction,
or
event has occurred and no state of facts exists that has, or will result
in the
exclusion from, denial of, or defense to coverage. Any Mortgage Loan subject
to
a PMI Policy obligates the Mortgagor thereunder to maintain the PMI Policy
and
to pay all premiums and charges in connection therewith; provided, that,
with
respect to LPMI Loans, the Company is obligated thereunder to maintain the
LPMI
Policy and to pay all premiums and charges in connection
therewith. The Mortgage Interest Rate for the Mortgage Loan as set
forth on the Mortgage Loan Schedule is net of any insurance premium excluded
any
premium for the LPMI Policy;
(p) Title
Insurance. The Mortgage Loan is covered by either (i) an
attorney’s opinion of title and abstract of title the form and substance of
which is acceptable to mortgage lending institutions making mortgage loans
in
the area where the Mortgaged Property is located or (ii) an ALTA lender’s title
insurance policy or other generally acceptable form of policy of insurance
acceptable to Xxxxxx Xxx or Xxxxxxx Mac, issued by a title insurer acceptable
to
Xxxxxx Mae or Xxxxxxx Mac and qualified to do business in the jurisdiction
where
the Mortgaged Property is located, insuring the Company, its successors and
assigns, as to the first priority lien of the Mortgage in the original principal
amount of the Mortgage Loan (or to the extent that a Mortgage Note provides
for
negative amortization, the maximum amount of negative amortization in accordance
with the Mortgage), and against any loss by reason of the invalidity or
unenforceability of the lien resulting from the provisions of the Mortgage
providing for adjustment in the Mortgage Interest Rate and Monthly Payment,
subject only to the exceptions contained in clauses (1), (2) and (3) of
paragraph (j) of this Section 3.02. Where required by state law or regulation,
the Mortgagor has been given the opportunity to choose the carrier of the
required mortgage title insurance. Additionally, such lender’s title insurance
policy affirmatively insures ingress and egress, and against encroachments
by or
upon the Mortgaged Property or any interest therein. The Company is the sole
insured of such lender’s title insurance policy, and such lender’s title
insurance policy is in full force and effect and will be in force and effect
upon the consummation of the transactions contemplated by this Agreement.
No
claims have been made under such lender’s title insurance policy, and no prior
holder of the Mortgage, including the Company, has done, by act or omission,
anything which would impair the coverage of such lender’s title insurance policy
including without limitation, no unlawful fee, commission, kickback or other
unlawful compensation or value of any kind has been or will be received,
retained or realized by any attorney, firm or other person or entity, and
no
such unlawful items have been received, retained or realized by the
Company;
(q) No
Defaults. There is no default, breach, violation or event of
acceleration existing under the Mortgage or the Mortgage Note and no event
which, with the passage of time or with notice and the expiration of any
grace
or cure period, would constitute a default, breach, violation or event of
acceleration, and neither the Company nor its predecessors have waived any
default, breach, violation or event of acceleration;
(r) No
Mechanics’ Liens. There are no mechanics’ or similar liens or
claims which have been filed for work, labor or material (and no rights are
outstanding that under the law could give rise to such liens) affecting the
related Mortgaged Property which are or may be liens prior to, or equal or
coordinate with, the lien of the related Mortgage;
(s) Location
of Improvements; No Encroachments. All improvements which were
considered in determining the Appraised Value of the Mortgaged Property lay
wholly within the boundaries and building restriction lines of the Mortgaged
Property and no improvements on adjoining properties encroach upon the Mortgaged
Property. No improvement located on or being part of the Mortgaged Property
is
in violation of any applicable zoning law or regulation;
(t) Origination;
Payment Terms. The Mortgage Loan was originated by either i) the
Company, which is a FNMA-approved, FHLMC-approved and HUD-approved mortgage
banker, or ii) an entity that is a FNMA-approved, FHLMC-approved and
HUD-approved mortgage banker, or a savings and loan association, a savings
bank,
a commercial bank or similar banking institution which is supervised and
examined by a Federal or state authority. The interest rate on the
related Mortgage Note is adjusted annually in the case of Treasury Rate Mortgage
Loans and LIBOR Mortgage Loans on each Interest Rate Adjustment Date to equal
the Index plus the Gross Margin, subject to the Initial Rate Cap, Periodic
Rate
Cap and the Lifetime Mortgage Interest Rate Cap as set forth in the Mortgage
Note. The Mortgage Interest Rate for a 5/1 ARM Mortgage Loan and a 3/1 ARM
Mortgage Loan is adjusted annually commencing from and after the sixtieth
Monthly Payment and the thirty-sixth Monthly Payment, respectively, in the
same
manner as a Treasury Rate Mortgage Loan and LIBOR Mortgage Loan, provided,
however, that the Periodic Rate Cap does not apply to the initial Interest
Rate
Adjustment Date for such 5/1 ARM Mortgage Loan (the Initial Rate Cap does
apply). The Mortgage Note is payable each month in monthly installments of
principal and interest, with interest in arrears, and requires Monthly Payments
sufficient to amortize the original principal balance of the Mortgage Loan
over
a term of no more than 30 years. Each Convertible Mortgage Loan contains
a
provision whereby the Mortgagor is permitted to convert the Mortgage Loan
to a
fixed-rate mortgage loan at any time between the first and fifth anniversary
of
the origination of the Mortgage Loan. No Mortgage Loan has a provision for
negative amortization;
(u) Customary
Provisions. The Mortgage contains customary and enforceable
provisions such as to render the rights and remedies of the holder thereof
adequate for the realization against the Mortgaged Property of the benefits
of
the security provided thereby, including, (i) in the case of a Mortgage
designated as a deed of trust, by trustee’s sale, and (ii) otherwise by judicial
foreclosure. Upon default by a Mortgagor on a Mortgage Loan and foreclosure
on,
or trustee’s sale of, the Mortgaged Property pursuant to the proper procedures,
the holder of the Mortgage Loan will be able to deliver good and merchantable
title to the Mortgaged Property. There is no homestead or other exemption
available to a Mortgagor which would interfere with the right to sell the
Mortgaged Property at a trustee’s sale or the right to foreclose the
Mortgage;
(v) Conformance
with Underwriting Guidelines. The Mortgage Loan was underwritten
in accordance with the Company’s Underwriting Guidelines in effect at the time
the Mortgage Loan was originated.;
(w) Occupancy
of the Mortgaged Property. As of the related Closing Date the
Mortgaged Property is lawfully occupied under applicable law. All inspections,
licenses and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Property and, with respect to the use
and
occupancy of the same, including but not limited to certificates of occupancy
and fire underwriting certificates, have been made or obtained from the
appropriate authorities. The Mortgagor represented at the time of origination
of
the Mortgage Loan that the Mortgagor would occupy the Mortgaged Property
as the
Mortgagor’s primary residence;
(x) No
Additional Collateral. The Mortgage Note is not and has not been
secured by any collateral except the lien of the corresponding Mortgage and
the
security interest of any applicable security agreement or chattel mortgage
referred to in (j) above;
(y) Deeds
of Trust. In the event the Mortgage constitutes a deed of trust,
a trustee, duly qualified under applicable law to serve as such, has been
properly designated and currently so serves and is named in the Mortgage,
and no
fees or expenses are or will become payable by the Purchasers to the trustee
under the deed of trust, except in connection with a trustee’s sale after
default by the Mortgagor;
(z) Acceptable
Investment. The Company has no knowledge of any circumstances or
conditions with respect to the Mortgage, the Mortgaged Property, the Mortgagor
or the Mortgagor’s credit standing that can reasonably be expected to cause
private institutional investors to regard the Mortgage Loan as an unacceptable
investment, cause the Mortgage Loan to become delinquent, or adversely affect
the value or marketability of the Mortgage Loan;
(aa) Delivery
of Mortgage Documents. The Mortgage Note, the Mortgage, the
Assignment of Mortgage and any other documents required to be delivered for
the
Mortgage Loan by the Company under this Agreement as set forth in Exhibit
C attached hereto have been delivered to the Custodian. The Company is
in
possession of a complete, true and accurate Mortgage File in compliance with
Exhibit B, except for such documents the originals of which have been
delivered to the Custodian;
(bb) Condominiums/Planned
Unit Developments. If the Mortgaged Property is a condominium
unit or a planned unit development (other than a de minimus planned unit
development) such condominium or planned unit development project meets
Company’s Underwriting Guidelines with respect to such condominium or planned
unit development;
(cc) Transfer
of Mortgage Loans. The Assignment of Mortgage is in recordable
form and is acceptable for recording under the laws of the jurisdiction in
which
the Mortgaged Property is located;
(dd) Due
on
Sale. The Mortgage contains an enforceable provision for the
acceleration of the payment of the unpaid principal balance of the Mortgage
Loan
in the event that the Mortgaged Property is sold or transferred without the
prior written consent of the Mortgagor thereunder;
(ee) No
Buydown Provisions; No Graduated Payments or Contingent
Interests. The Mortgage Loan does not contain provisions pursuant
to which Monthly Payments are paid or partially paid with funds deposited
in any
separate account established by the Company, the Mortgagor or anyone on behalf
of the Mortgagor, or paid by any source other than the Mortgagor nor does
it
contain any other similar provisions currently in effect which may constitute
a
“buydown” provision. The Mortgage Loan is not a graduated payment mortgage loan
and the Mortgage Loan does not have a shared appreciation or other contingent
interest feature;
(ff) Consolidation
of Future Advances. Any future advances made prior to the related
Cut-off Date have been consolidated with the outstanding principal amount
secured by the Mortgage, and the secured principal amount, as consolidated,
bears a single interest rate and single repayment term. The lien of the Mortgage
securing the consolidated principal amount is expressly insured as having
first
lien priority by a title insurance policy, an endorsement to the policy insuring
the mortgagee’s consolidated interest or by other title evidence acceptable to
Xxxxxx Xxx and Xxxxxxx Mac. The consolidated principal amount does not exceed
the original principal amount of the Mortgage Loan;
(gg) Mortgaged
Property Undamaged. There is no proceeding pending or, to the
best of the Company’s knowledge, threatened for the total or partial
condemnation of the Mortgaged Property. The Mortgaged Property is undamaged
by
waste, fire, earthquake or earth movement, windstorm, flood, tornado or other
casualty so as to affect adversely the value of the Mortgaged Property as
security for the Mortgage Loan or the use for which the premises were intended;
and
(hh) Collection
Practices; Escrow Deposits. The origination,
servicing and collection practices used with respect to the Mortgage
Loan have been in accordance with Accepted Servicing Practices, and have
been in
all respects in compliance with all applicable laws and regulations. With
respect to escrow deposits and Escrow Payments, all such payments are in
the
possession of the Company and there exist no deficiencies in connection
therewith for which customary arrangements for repayment thereof have not
been
made. All Escrow Payments have been collected in full compliance with state
and
federal law. An escrow of funds is not prohibited by applicable law and has
been
established in an amount sufficient to pay for every item which remains unpaid
and which has been assessed but is not yet due and payable. No escrow deposits
or Escrow Payments or other charges or payments due the Company have been
capitalized under the Mortgage or the Mortgage Note. All Mortgage Interest
Rate
adjustments have been made in strict compliance with state and federal law
and
the terms of the related Mortgage Note. Any interest required to be paid
pursuant to state and local law has been properly paid and
credited;
(ii) Appraisal. The
Mortgage File contains an appraisal of the related Mortgage Property signed
prior to the approval of the Mortgage Loan application by a qualified appraiser,
duly appointed by the Company, who had no interest, direct or indirect in
the
Mortgaged Property or in any loan made on the security thereof; and whose
compensation is not affected by the approval or disapproval of the Mortgage
Loan, and the appraisal and appraiser both satisfy the requirements of Xxxxxx
Mae, Xxxxxxx Mac or Title XI of the Federal Institutions Reform, Recovery,
and Enforcement Act of 1989 and the regulations promulgated thereunder, all
as
in effect on the date the Mortgage Loan was originated;
(jj) Soldiers’
and Sailors’ Relief Act. The Mortgagor has not notified the
Company, and the Company has no knowledge of any relief requested or allowed
to
the Mortgagor under the Soldiers’ and Sailors’ Civil Relief Act of
1940;
(kk) Environmental
Matters. The Mortgaged Property is free from any and all toxic or
hazardous substances and there exists no violation of any local, state or
federal environmental law, rule or regulation. To the best of the Company’s
knowledge, there is no pending action or proceeding directly involving any
Mortgaged Property of which the Company is aware in which compliance with
any
environmental law, rule or regulation is an issue; and to the best of the
Company’s knowledge, nothing further remains to be done to satisfy in full all
requirements of each such law, rule or regulation consisting a prerequisite
to
use and enjoyment of said property;
(ll) No
Construction Loans. No Mortgage Loan was made in connection with
(i) the construction or rehabilitation of a Mortgaged Property or (ii)
facilitating the trade-in or exchange of a Mortgaged Property;
(mm) Insurance.
The Company has caused or will cause to be performed any and all acts required
to preserve the rights and remedies of the Purchaser in any insurance policies
applicable to the Mortgage Loans including, without limitation, any necessary
notifications of insurers, assignments of policies or interests therein,
and
establishments of coinsured, joint loss payee and mortgagee rights in favor
of
the Purchaser; No action, inaction, or event has occurred and no
state of fact exists or has existed that has resulted or will result in the
exclusion from, denial of, or defense to coverage under any applicable pool
insurance policy, special hazard insurance policy, PMI Policy or bankruptcy
bond, irrespective of the cause of such failure of coverage. In connection
with
the placement of any such insurance, no commission, fee, or other compensation
has been or will be received by the Company or any designee of the Company
or
any corporation in which the Company or any officer, director, or employee
had a
financial interest at the time of placement of such insurance;
(nn) Regarding
the Mortgagor. The Mortgagor is one or more natural persons
and/or trustees for an Illinois land trust or a trustee under a “living trust”
and such “living trust” is in compliance with Xxxxxx Xxx guidelines for such
trusts.
(oo) Predatory
Lending Regulations; High Cost Loans. None of the Mortgage Loans are
classified as (a) “high cost” loans under the Home Ownership and Equity
Protection Act of 1994 or (b) “high cost,” “threshold,” or “predatory” loans
under any other applicable state, federal or local law.
(pp) Simple
Interest Mortgage Loans. None of the Mortgage Loans are simple
interest Mortgage Loans.
(qq) Single
Premium Credit Life Insurance. None of the proceeds of the
Mortgage Loan were used to finance single-premium credit life insurance
policies.
(rr) Tax
Service Contract The Company
has obtained a life of loan, transferable real estate Tax Service Contract
on
each Mortgage Loan and such contract is assignable without penalty, premium
or
cost to the Purchaser;
(ss) Flood
Certification Contract.
The Company has obtained a life of loan, transferable flood certification
contract with a Approved Flood Certification Provider for each Mortgage Loan
and
such contract is assignable without penalty, premium or cost to the
Purchaser;
(tt) FICO
Scores. Each Mortgage Loan
has a non-zero FICO score;
(uu) Prepayment
Fee. With respect to each Mortgage Loan that has a prepayment fee
feature, each such prepayment fee is enforceable and will be enforced by
the
Company, and each prepayment penalty in permitted pursuant to federal, state
and
local law. No Mortgage Loan will impose a prepayment penalty for a
term in excess of five years from the date such Mortgage Loan was
originated. Except as otherwise set forth in the related Mortgage
Loan Schedule, with respect to each Mortgage Loan that contains a prepayment
fee, such prepayment fee 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; and
(vv) Recordation. Each
original Mortgage was recorded and, except for those Mortgage Loans subject
to
the MERS identification system, all subsequent assignments of the original
Mortgage (other than the assignment to the Purchaser) have been recorded
in the
appropriate jurisdictions wherein such recordation is necessary to perfect
the
lien thereof as against creditors of the Company, or is in the process of
being
recorded;
(ww) Leaseholds. If
the Mortgaged Property is subject to a ground lease or any other type of
leasehold interest, the ground lease or other leasehold interest exceeds
the
remaining term of the related Mortgage Loan.
Section
3.03
|
Remedies
for Breach of Representations and
Warranties.
|
It
is
understood and agreed that the representations and warranties set forth in
Sections 3.01 and 3.02 shall survive the sale of the Mortgage Loans to the
Purchaser and the delivery of the Mortgage Loan Documents to the Custodian
and
shall inure to the benefit of the Purchaser, notwithstanding any restrictive
or
qualified endorsement on any Mortgage Note or Assignment of Mortgage or the
examination or failure to examine any Mortgage File. Upon discovery by either
the Company or the Purchaser of a breach of any of the foregoing representations
and warranties which materially and adversely affects the value of the Mortgage
Loans or the interest of the Purchaser, or which materially and adversely
affects the interests of Purchaser in the related Mortgage Loan in the case
of a
representation and warranty relating to a particular Mortgage Loan (in the
case
of any of the foregoing, a “Breach”), the party discovering such Breach
shall give prompt written notice to the other.
With
respect to those representations and warranties which are made to the best
of
the Company’s knowledge, if it is discovered by the Company or the Purchaser
that the substance of such representation and warranty is inaccurate and
such
inaccuracy materially and adversely affects the value of the related Mortgage
Loan or the interest of the Purchaser (or which materially and adversely
affects
the value of a Mortgage Loan or the interests of the Purchaser in the related
Mortgage Loan in the case of a representation and warranty relating to a
particular Mortgage Loan), notwithstanding the Company’s lack of knowledge with
respect to the substance of such representation and warranty, such inaccuracy
shall be deemed a breach of the applicable representation and
warranty.
Within
60
days of the earlier of either discovery by or notice to the Company of any
Breach of a representation or warranty, the Company shall use its best efforts
promptly to cure such Breach in all material respects and, if such Breach
cannot
be cured, the Company shall, at the Purchaser’s option and subject to Section
3.06, repurchase such Mortgage Loan at the Repurchase Price. In the event
that a
Breach shall involve any representation or warranty set forth in Section
3.01,
and such Breach cannot be cured within 60 days of the earlier of either
discovery by or notice to the Company of such Breach, all of the Mortgage
Loans
shall, at the Purchaser’s option and subject to Section 3.06, be repurchased by
the Company at the Repurchase Price. However, if the Breach shall involve
a
representation or warranty set forth in Section 3.02 and the Company discovers
or receives notice of any such Breach within 120 days of the related Closing
Date, the Company shall, at the Purchaser’s option and provided that the Company
has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage
Loan as provided above, remove such Mortgage Loan (a “Deleted Mortgage
Loan”) and substitute in its place a Qualified Substitute Mortgage Loan or
Loans, provided that any such substitution shall be effected not later than
120
days after the related Closing Date. If the Company has no Qualified Substitute
Mortgage Loan, it shall repurchase the deficient Mortgage Loan. Any repurchase
of a Mortgage Loan or Loans pursuant to the foregoing provisions of this
Section
3.03 shall be accomplished by deposit in the Custodial Account of the amount
of
the Repurchase Price for distribution to Purchaser on the next scheduled
Remittance Date, after deducting therefrom any amount received in respect
of
such repurchased Mortgage Loan or Loans and being held in the Custodial Account
for future distribution.
At
the
time of repurchase or substitution, the Purchaser and the Company shall arrange
for the reassignment of the Deleted Mortgage Loan to the Company and the
delivery to the Company of any documents held by the Custodian relating to
the
Deleted Mortgage Loan. In the event of a repurchase or substitution, the
Company
shall, simultaneously with such reassignment, give written notice to the
Purchaser that such repurchase or substitution has taken place, amend the
related Mortgage Loan Schedule to reflect the withdrawal of the Deleted Mortgage
Loan from this Agreement, and, in the case of substitution, identify a Qualified
Substitute Mortgage Loan and amend the related Mortgage Loan Schedule to
reflect
the addition of such Qualified Substitute Mortgage Loan to this Agreement.
In
connection with any such substitution, the Company shall be deemed to have
made
as to such Qualified Substitute Mortgage Loan the representations and warranties
set forth in this Agreement except that all such representations and warranties
set forth in this Agreement shall be deemed made as of the date of such
substitution. The Company shall effect such substitution by delivering to
the
Custodian for such Qualified Substitute Mortgage Loan the documents required
by
Section 2.03, with the Mortgage Note endorsed as required by Section 2.03.
No
substitution will be made in any calendar month after the Determination Date
for
such month. The Company shall deposit in the Custodial Account the Monthly
Payment less the Servicing Fee due on such Qualified Substitute Mortgage
Loan or
Loans in the month following the date of such substitution. Monthly Payments
due
with respect to Qualified Substitute Mortgage Loans in the month of substitution
shall be retained by the Company. For the month of substitution, distributions
to Purchaser shall include the Monthly Payment due on any Deleted Mortgage
Loan
in the month of substitution, and the Company shall thereafter be entitled
to
retain all amounts subsequently received by the Company in respect of such
Deleted Mortgage Loan.
For
any
month in which the Company substitutes a Qualified Substitute Mortgage Loan
for
a Deleted Mortgage Loan, the Company shall determine the amount (if any)
by
which the aggregate principal balance of all Qualified Substitute Mortgage
Loans
as of the date of substitution is less than the aggregate Stated Principal
Balance of all Deleted Mortgage Loans (after application of scheduled principal
payments due in the month of substitution). The amount of such shortfall
shall
be distributed by the Company in the month of substitution pursuant to Section
5.01. Accordingly, on the date of such substitution, the Company shall deposit
from its own funds into the Custodial Account an amount equal to the amount
of
such shortfall.
Any
cause
of action against the Company relating to or arising out of the Breach of
any
representations and warranties made in Sections 3.01 and 3.02 shall accrue
as to
any Mortgage Loan upon (i) discovery of such Breach by the Purchaser or notice
thereof by the Company to the Purchaser, (ii) failure by the Company to cure
such Breach or repurchase such Mortgage Loan as specified above, and (iii)
demand upon the Company by the Purchaser for compliance with this
Agreement.
Section
3.04
|
Indemnification.
|
The
Company agrees to indemnify the Purchaser and hold it harmless from and against
any and all claims, losses, damages, penalties, fines, forfeitures, legal
fees
and related costs, judgments, and any other costs, fees and expenses that
the
Purchaser may sustain in any way related any assertion based on, grounded
upon
resulting from a Breach of any of the Company’s representations and warranties
contained herein. In addition to the obligations of the Company set forth
in
this Section 3.04, the Purchaser may pursue any and all remedies otherwise
available at law or in equity, including, but not limited to, the right to
seek
damages. The provisions of this Section 3.04 shall survive
termination of this Agreement.
It
is
understood and agreed that the obligations of the Company set forth in Sections
3.03 and 3.04 to cure, substitute for or repurchase a defective Mortgage
Loan
and to indemnify the Purchaser constitute the sole remedies of the Purchaser
respecting a Breach of the foregoing representations and
warranties.
Section
3.05
|
Repurchase
Upon Conversion.
|
In
the
event the Mortgagor under any Convertible Mortgage Loan elects to convert
said
Mortgage Loan to a fixed rate mortgage loan, as provided in the related Mortgage
Note, then the Company shall repurchase the related Mortgage Loan in the
month
the conversion takes place and in the manner prescribed in Section 3.04 at
the
Repurchase Price.
Section
3.06
|
Restrictions
and Requirements Applicable in the Event
that
a Mortgage Loan is Acquired by a
REMIC
|
In
the
event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary
provision of this Agreement, the following provisions shall be applicable
to
such Mortgage Loan:
(A)
|
Repurchase
of Mortgage Loans.
|
With
respect to any Mortgage Loan that is not in default or as to which no default
is
imminent, no repurchase or substitution pursuant to Subsection 3.03, 3.05,
3.07
or 7.02 shall be made, unless, if so required by the applicable REMIC Documents
the Company has obtained an Opinion of Counsel to the effect that such
repurchase will not (i) result in the imposition of taxes on “prohibited
transactions” of such REMIC (as defined in Section 860F of the Code) or
otherwise subject the REMIC to tax, or (ii) cause the REMIC to fail to qualify
as a REMIC at any time.
(B)
|
General
Servicing Obligations.
|
The
Company shall sell any REO Property within two years after its acquisition
by
the REMIC unless (i) the Company applies for an extension of such two-year
period from the Internal Revenue Service pursuant to the REMIC Provisions
and
Code Section 856(e)(3), in which event such REO Property shall be sold within
the applicable extension period, or (ii) the Company obtains for the Purchaser
an Opinion of Counsel, addressed to the Purchaser and the Company, to the
effect
that the holding by the REMIC of such REO Property subsequent to such two
year
period will not result in the imposition of taxes on “prohibited transactions”
as defined in Section 860F of the Code or cause the REMIC to fail to qualify
as
a REMIC under the REMIC Provisions or comparable provisions of relevant state
laws at any time. The Company shall manage, conserve, protect and operate
each
REO Property for the Purchaser solely for the purpose of its prompt disposition
and sale in a manner which does not cause such REO Property to fail to qualify
as “foreclosure property” within the meaning of Section 860G(a)(8) or result in
the receipt by the REMIC of any “income from non-permitted assets” within the
meaning of Section 860F(a)(2)(B) of the Code or any “net income from foreclosure
property” which is subject to taxation under Section 860G(a)(1) of the Code.
Pursuant to its efforts to sell such REO Property, the Company shall either
itself or through an agent selected by the Company protect and conserve such
REO
Property in the same manner and to such extent as is customary in the locality
where such REO Property is located and may, incident to its conservation
and
protection of the interests of the Purchaser, rent the same, or any part
thereof, as the Company deems to be in the best interest of the Company and
the
Purchaser for the period prior to the sale of such REO Property; provided,
however, that any rent received or accrued with respect to such REO Property
qualifies as “rents from real property” as defined in Section 856(d) of the
Code.
(C)
|
Additional
Covenants.
|
In
addition to the provision set forth in this Section 3.06, if a REMIC election
is
made with respect to the arrangement under which any of the Mortgage Loans
or
REO Properties are held, then, with respect to such Mortgage Loans and/or
REO
Properties, and notwithstanding the terms of this Agreement, the Company
shall
not take any action, cause the REMIC to take any action or fail to take (or
fail
to cause to be taken) any action that, under the REMIC Provisions, if taken
or
not taken, as the case may be, could (i) endanger the status of the REMIC
as a
REMIC or (ii) result in the imposition of a tax upon the REMIC (including
but
not limited to the tax on “prohibited transactions” as defined in Section
860F(a)(2) of the Code and the tax on “contributions” to a REMIC set forth in
Section 860G(d) of the Code) unless the Company has received an Opinion of
Counsel (at the expense of the party seeking to take such action) to the
effect
that the contemplated action will not endanger such REMIC status or result
in
the imposition of any such tax.
If
a
REMIC election is made with respect to the arrangement under which any Mortgage
Loans or REO Properties are held, the Company shall amend this Agreement
such
that it will meet all Rating Agency requirements.
Section
3.07
|
Review
of Mortgage Loans
|
From
the
related Closing Date until the date 15 days after the related Closing Date,
the
Purchaser shall have the right to review the Mortgage Files and obtain BPOs
and
other property evaluations on the Mortgaged Properties relating to the Mortgage
Loans purchased on the related Closing Date, with the results of such BPO
or
property evaluation reviews to be communicated to the Company for a period
up to
15 days after the related Closing Date. In addition, the Purchaser
shall have the right to reject any Mortgage Loan which in the Purchaser’s sole
determination (i) fails to conform to the Underwriting Guidelines, (ii) the
value of the Mortgaged Property pursuant to any BPO or property evaluation
varies by more than plus or minus 15% from the lesser of (A) the original
appraised value of the Mortgage Property or (B) the purchase price of the
Mortgaged Property as of the date of origination (a “Value Issue”), (iii)
the Mortgage Loan is underwritten without verification of the Borrower’s income
and assets and there is no credit report and credit score or (iv) the Purchaser
deems the Mortgage Loan not to be an acceptable credit risk. The Company
shall
repurchase the rejected Mortgage Loan in the manner prescribed in Section
3.03
upon receipt of notice from the Purchaser of the rejection of such Mortgage
Loan; provided, that, in the event that the Purchaser rejects a Mortgage
Loan
due to a Value Issue, the Company may submit to the Purchaser an additional
property evaluation for purposes of demonstrating that the Mortgage Loan
does
not have a Value Issue. If the Purchaser and the Company fail to
resolve such Value Issue within two weeks of the Purchaser presenting such
Value
Issue to the Company, then Company shall have the right to promptly (a)
substitute such Mortgage Loan with a Qualified Substitute Mortgage Loan meeting
all the terms hereof, or (b) repurchase such Mortgage Loan in the manner
prescribed in Section 3.03. Any rejected Mortgage Loan shall be
removed from the terms of this Agreement. The Company shall make
available all files required by Purchaser in order to complete its review,
including capturing all CRA/HMDA required data fields. Any review
performed by the Purchaser prior to the related Closing Date does not limit
the
Purchaser’s rights or the Company’s obligations under this section. To the
extent that the Purchaser’s review discloses that the Mortgage Loans do not
conform to the Underwriting Guidelines or the terms set forth in the Purchaser
Price and Terms Letter, the Purchaser may in its sole discretion increase
its
due diligence review and obtain additional BPO’s or other property
evaluations. The additional review may be for any reason including
but not limited to credit quality, property valuations, and data
integrity.
ARTICLE
IV
ADMINISTRATION
AND SERVICING OF MORTGAGE LOANS
Section
4.01
|
Company
to Act as Servicer.
|
The
Company shall service and administer the Mortgage Loans and shall have full
power and authority, acting alone, to do any and all things in connection
with
such servicing and administration which the Company may deem necessary or
desirable, consistent with the terms of this Agreement and with Accepted
Servicing Practices.
Consistent
with the terms of this Agreement, the Company may waive, modify or vary any
term
of any Mortgage Loan or consent to the postponement of strict compliance
with
any such term or in any manner grant indulgence to any Mortgagor if in the
Company’s reasonable and prudent determination such waiver, modification,
postponement or indulgence is not materially adverse to the Purchasers,
provided, however, that the Company shall not make any future advances with
respect to a Mortgage Loan and (unless the Mortgagor is in default with respect
to the Mortgage Loan or such default is, in the judgment of the Company,
imminent and the Company has obtained the prior written consent of the
Purchaser) the Company shall not permit any modification of any material
term of
any Mortgage Loan including any modifications that would change the Mortgage
Interest Rate change the Index, Lifetime Mortgage Interest Rate Cap, Initial
Rate Cap or Gross Margin of any Mortgage Loan, defer or forgive the payment
of
principal or interest, reduce or increase the outstanding principal balance
(except for actual payments of principal) or change the final maturity date
on
such Mortgage Loan. In the event of any such modification which permits the
deferral of interest or principal payments on any Mortgage Loan, the Company
shall, on the Business Day immediately preceding the Remittance Date in any
month in which any such principal or interest payment has been deferred,
deposit
in the Custodial Account from its own funds, in accordance with Section 5.03,
the difference between (a) such month’s principal and one month’s interest at
the Mortgage Loan Remittance Rate on the unpaid principal balance of such
Mortgage Loan and (b) the amount paid by the Mortgagor. The Company shall
be
entitled to reimbursement for such advances to the same extent as for all
other
advances made pursuant to Section 5.03. Without limiting the generality of
the
foregoing, the Company shall continue, and is hereby authorized and empowered,
to execute and deliver on behalf of itself and the Purchasers, all instruments
of satisfaction or cancellation, or of partial or full release, discharge
and
all other comparable instruments, with respect to the Mortgage Loans and
with
respect to the Mortgaged Properties. If reasonably required by the Company,
the
Purchaser shall furnish the Company with any powers of attorney and other
documents necessary or appropriate to enable the Company to carry out its
servicing and administrative duties under this Agreement.
In
servicing and administering the Mortgage Loans, the Company shall employ
procedures (including collection procedures) and exercise the same care that
it
customarily employs and exercises in servicing and administering mortgage
loans
for its own account, giving due consideration to Accepted Servicing Practices
where such practices do not conflict with the requirements of this Agreement,
and the Purchaser’s reliance on the Company.
The
Mortgage Loans may be subserviced by the Subservicer on behalf of the Company
provided that the Subservicer is a Xxxxxx Xxx-approved lender or a Xxxxxxx
Mac
seller/servicer in good standing, and no event has occurred, including but
not
limited to a change in insurance coverage, which would make it unable to
comply
with the eligibility requirements for lenders imposed by Xxxxxx Xxx or for
seller/servicers imposed by Xxxxxxx Mac, or which would require notification
to
Xxxxxx Xxx or Xxxxxxx Mac. The Company may perform any of its servicing
responsibilities hereunder or may cause the Subservicer to perform any such
servicing responsibilities on its behalf, but the use by the Company of the
Subservicer shall not release the Company from any of its obligations hereunder
and the Company shall remain responsible hereunder for all acts and omissions
of
the Subservicer as fully as if such acts and omissions were those of the
Company. The Company shall pay all fees and expenses of the Subservicer from
its
own funds, and the Subservicer’s fee shall not exceed the Servicing
Fee.
At
the
cost and expense of the Company, without any right of reimbursement from
the
Custodial Account, the Company shall be entitled to terminate the rights
and
responsibilities of the Subservicer and arrange for any servicing
responsibilities to be performed by a successor Subservicer meeting the
requirements in the preceding paragraph, provided, however, that nothing
contained herein shall be deemed to prevent or prohibit the Company, at the
Company’s option, from electing to service the related Mortgage Loans itself. In
the event that the Company’s responsibilities and duties under this Agreement
are terminated pursuant to Section 9.04, 10.01 or 11.02, and if requested
to do
so by the Purchaser, the Company shall at its own cost and expense terminate
the
rights and responsibilities of the Subservicer as soon as is reasonably
possible. The Company shall pay all fees, expenses or penalties necessary
in
order to terminate the rights and responsibilities of the Subservicer from
the
Company’s own funds without reimbursement from the Purchaser.
Notwithstanding
any of the provisions of this Agreement relating to agreements or arrangements
between the Company and the Subservicer or any reference herein to actions
taken
through the Subservicer or otherwise, the Company shall not be relieved of
its
obligations to the Purchaser and shall be obligated to the same extent and
under
the same terms and conditions as if it alone were servicing and administering
the Mortgage Loans. The Company shall be entitled to enter into an agreement
with the Subservicer for indemnification of the Company by the Subservicer
and
nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.
Any
Subservicing Agreement and any other transactions or services relating to
the
Mortgage Loans involving the Subservicer shall be deemed to be between the
Subservicer and Company alone, and the Purchaser shall have no obligations,
duties or liabilities with respect to the Subservicer including no obligation,
duty or liability of Purchaser to pay the Subservicer’s fees and expenses. For
purposes of distributions and advances by the Company pursuant to this
Agreement, the Company shall be deemed to have received a payment on a Mortgage
Loan when the Subservicer has received such payment.
Section
4.02
|
Liquidation
of Mortgage Loans.
|
In
the
event that any payment due under any Mortgage Loan and not postponed pursuant
to
Section 4.01 is not paid when the same becomes due and payable, or in the
event
the Mortgagor fails to perform any other covenant or obligation under the
Mortgage Loan and such failure continues beyond any applicable grace period,
the
Company shall take such action as (1) the Company would take under similar
circumstances with respect to a similar mortgage loan held for its own account
for investment, (2) shall be consistent with Accepted Servicing Practices,
(3)
the Company shall determine prudently to be in the best interest of Purchaser,
and (4) is consistent with any related PMI Policy. In the event that any
payment
due under any Mortgage Loan is not postponed pursuant to Section 4.01 and
remains delinquent for a period of 90 days or any other default continues
for a
period of 90 days beyond the expiration of any grace or cure period, the
Company
shall commence foreclosure proceedings, provided that, prior to commencing
foreclosure proceedings, the Company shall notify the Purchaser in writing
of
the Company’s intention to do so, and the Company shall not commence foreclosure
proceedings if the Purchaser objects to such action within 10 Business Days
of
receiving such notice. In the event the Purchaser objects to such foreclosure
action, the Company shall not be required to make Monthly Advances with respect
to such Mortgage Loan, pursuant to Section 5.03, and the Company’s obligation to
make such Monthly Advances shall terminate on the 90th day referred to
above. In such connection, the Company shall from its own funds make
all necessary and proper Servicing Advances, provided, however, that the
Company
shall not be required to expend its own funds in connection with any foreclosure
or towards the restoration or preservation of any Mortgaged Property, unless
it
shall determine (a) that such preservation, restoration and/or foreclosure
will
increase the proceeds of liquidation of the Mortgage Loan to Purchaser after
reimbursement to itself for such expenses and (b) that such expenses will
be
recoverable by it either through Liquidation Proceeds (respecting which it
shall
have priority for purposes of withdrawals from the Custodial Account pursuant
to
Section 4.05) or through Insurance Proceeds (respecting which it shall have
similar priority).
Notwithstanding
anything to the contrary contained herein, in connection with a foreclosure
or
acceptance of a deed in lieu of foreclosure, in the event the Company has
reasonable cause to believe that a Mortgaged Property is contaminated by
hazardous or toxic substances or wastes, or if the Purchaser otherwise requests
an environmental inspection or review of such Mortgaged Property to be conducted
by a qualified inspector. Upon completion of the inspection, the Company
shall
promptly provide the Purchaser with a written report of the environmental
inspection.
After
reviewing the environmental inspection report, the Purchaser shall determine
how
the Company shall proceed with respect to the Mortgaged Property. In the
event
(a) the environmental inspection report indicates that the Mortgaged
Property is contaminated by hazardous or toxic substances or wastes and
(b) the Purchaser directs the Company to proceed with foreclosure or
acceptance of a deed in lieu of foreclosure, the Company shall be reimbursed
for
all costs associated with such foreclosure or acceptance of a deed in lieu
of
foreclosure and any related environmental clean up costs, as applicable,
from
the related Liquidation Proceeds, or if the Liquidation Proceeds are
insufficient to fully reimburse the Company, the Company shall be entitled
to be
reimbursed from amounts in the Custodial Account pursuant to Section 4.05
hereof. In the event the Purchaser directs the Company not to proceed with
foreclosure or acceptance of a deed in lieu of foreclosure, the Company shall
be
reimbursed for all Servicing Advances made with respect to the related Mortgaged
Property from the Custodial Account pursuant to Section 4.05
hereof.
Section
4.03
|
Collection
of Mortgage Loan Payments.
|
Continuously
from the date hereof until the principal and interest on all Mortgage Loans
are
paid in full, the Company shall proceed diligently to collect all payments
due
under each of the Mortgage Loans when the same shall become due and payable
and
shall take special care in ascertaining and estimating Escrow Payments and
all
other charges that will become due and payable with respect to the Mortgage
Loan
and the Mortgaged Property, to the end that the installments payable by the
Mortgagors will be sufficient to pay such charges as and when they become
due
and payable.
Section
4.04
|
Establishment
of and Deposits to Custodial
Account.
|
The
Company shall segregate and hold all funds collected and received pursuant
to a
Mortgage Loan separate and apart from any of its own funds and general assets
and shall establish and maintain one or more Custodial Accounts, in the form
of
time deposit or demand accounts, titled “Countrywide Home Loans, Inc. in trust
for EMC Mortgage Corporation, as purchaser of Residential Adjustable Rate
Mortgage Loans and various Mortgagors”. The Custodial Account shall be
established with a Qualified Depository acceptable to the Purchaser. Any
funds
deposited in the Custodial Account shall at all times be fully insured to
the
full extent permitted under applicable law. Funds deposited in the
Custodial Account may be drawn on by the Company in accordance with Section
4.05. The creation of any Custodial Account shall be evidenced by a
certification in the form of Exhibit D-1 hereto, in the case of an
account established with the Company, or by a letter agreement in the form
of
Exhibit D-2 hereto, in the case of an account held by a depository other
than the Company. A copy of such certification or letter agreement shall
be
furnished to the Purchaser and, upon request, to any subsequent
Purchaser.
The
Company shall deposit in the Custodial Account within two Business Days of
receipt, and retain therein, the following collections received by the Company
and payments made by the Company after the related Cut-off Date, (other than
payments of principal and interest due on or before the related Cut-off Date,
or
received by the Company prior to the related Cut-off Date but allocable to
a
period subsequent thereto or with respect to each LPMI Loan, in the amount
of
the LPMI Fee):
(i) all
payments on account of principal on the Mortgage Loans, including all Principal
Prepayments;
(ii) all
payments on account of interest on the Mortgage Loans adjusted to the Mortgage
Loan Remittance Rate;
(iii) all
Liquidation Proceeds;
(iv) all
Insurance Proceeds including amounts required to be deposited pursuant to
Section 4.10, Section 4.11, Section 4.14 and Section 4.15;
(v) all
Condemnation Proceeds which are not applied to the restoration or repair
of the
Mortgaged Property or released to the Mortgagor in accordance with Section
4.14;
(vi) any
amount required to be deposited in the Custodial Account pursuant to Section
4.01, 4.09, 5.03, 6.01 or 6.02;
(vii) any
amounts payable in connection with the repurchase of any Mortgage Loan pursuant
to Section 3.03, 3.05 or 3.07 and all amounts required to be deposited by
the
Company in connection with a shortfall in principal amount of any Qualified
Substitute Mortgage Loan pursuant to Section 3.03;
(viii) with
respect to each Principal Prepayment in full or in part, the Prepayment Interest
Shortfall Amount, if any, for the month of distribution. Such deposit shall
be
made from the Company’s own funds, without reimbursement therefor up to a
maximum amount per month of the Servicing Fee actually received for such
month
for the Mortgage Loans;
(ix) any
amounts required to be deposited by the Company pursuant to Section 4.11 in
connection with the deductible clause in any blanket hazard insurance policy;
and
(x) any
amounts received with respect to or related to any REO Property and all REO
Disposition Proceeds pursuant to Section 4.16.
The
foregoing requirements for deposit into the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of late payment charges and assumption
fees, to the extent permitted by Section 6.01, need not be deposited by the
Company into the Custodial Account. Any interest paid on funds deposited
in the
Custodial Account by the depository institution shall accrue to the benefit
of
the Company and the Company shall be entitled to retain and withdraw such
interest from the Custodial Account pursuant to Section 4.05.
Section
4.05
|
Permitted
Withdrawals From Custodial
Account.
|
The
Company shall, from time to time, withdraw funds from the Custodial Account
for
the following purposes:
(i) to
make
payments to the Purchaser in the amounts and in the manner provided for in
Section 5.01;
(ii) to
reimburse itself for Monthly Advances of the Company’s funds made pursuant to
Section 5.03, the Company’s right to reimburse itself pursuant to this subclause
(ii) being limited to amounts received on the related Mortgage Loan which
represent late payments of principal and/or interest respecting which any
such
advance was made, it being understood that, in the case of any such
reimbursement, the Company’s right thereto shall be prior to the rights of
Purchaser, except that, where the Company is required to repurchase a Mortgage
Loan pursuant to Section 3.03, 3.05, 3.07 or 6.02, the Company’s right to such
reimbursement shall be subsequent to the payment to the Purchaser of the
Repurchase Price pursuant to such sections and all other amounts required
to be
paid to the Purchaser with respect to such Mortgage Loan;
(iii) to
reimburse itself for unreimbursed Servicing Advances, and for any unpaid
Servicing Fees, the Company’s right to reimburse itself pursuant to this
subclause (iii) with respect to any Mortgage Loan being limited to related
Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and such
other
amounts as may be collected by the Company from the Mortgagor or otherwise
relating to the Mortgage Loan, it being understood that, in the case of any
such
reimbursement, the Company’s right thereto shall be prior to the rights of
Purchaser except where the Company is required to repurchase a Mortgage Loan
pursuant to Section 3.03, 3.05, 3.07 or 6.02, in which case the Company’s right
to such reimbursement shall be subsequent to the payment to the Purchasers
of
the Repurchase Price pursuant to such sections and all other amounts required
to
be paid to the Purchasers with respect to such Mortgage Loan;
(iv) to
pay
itself interest on funds deposited in the Custodial Account;
(v) to
reimburse itself for expenses incurred and reimbursable to it pursuant to
Section 9.01;
(vi) to
pay
any amount required to be paid pursuant to Section 4.16 related to any REO
Property, it being understood that in the case of any such expenditure or
withdrawal related to a particular REO Property, the amount of such expenditure
or withdrawal from the Custodial Account shall be limited to amounts on deposit
in the Custodial Account with respect to the related REO Property;
(vii) to
clear
and terminate the Custodial Account upon the termination of this Agreement;
and
(viii) to
withdraw funds deposited in error.
In
the
event that the Custodial Account is interest bearing, on each Remittance
Date,
the Company shall withdraw all funds from the Custodial Account except for
those
amounts which, pursuant to Section 5.01, the Company is not obligated to
remit
on such Remittance Date. The Company may use such withdrawn funds only for
the
purposes described in this Section 4.05.
Section
4.06
|
Establishment
of and Deposits to Escrow
Account.
|
The
Company shall segregate and hold all funds collected and received pursuant
to a
Mortgage Loan constituting Escrow Payments separate and apart from any of
its
own funds and general assets and shall establish and maintain one or more
Escrow
Accounts, in the form of time deposit or demand accounts, titled, “Countrywide
Home Loans, Inc., in trust for the EMC Mortgage Corporation, as purchaser
of
Residential Adjustable Rate Mortgage Loans and various Mortgagors”. The Escrow
Accounts shall be established with a Qualified Depository, in a manner which
shall provide maximum available insurance thereunder. Funds deposited in
the
Escrow Account may be drawn on by the Company in accordance with Section
4.07.
The creation of any Escrow Account shall be evidenced by a certification
in the
form of Exhibit E-1 hereto, in the case of an account established with
the Company, or by a letter agreement in the form of Exhibit E-2 hereto,
in the case of an account held by a depository other than the Company. A
copy of
such certification shall be furnished to the Purchaser and, upon request,
to any
subsequent Purchaser.
The
Company shall deposit in the Escrow Account or Accounts within two Business
Days
of receipt, and retain therein:
(i) all
Escrow Payments collected on account of the Mortgage Loans, for the purpose
of
effecting timely payment of any such items as required under the terms of
this
Agreement; and
(ii) all
amounts representing Insurance Proceeds or Condemnation Proceeds which are
to be
applied to the restoration or repair of any Mortgaged Property.
The
Company shall make withdrawals from the Escrow Account only to effect such
payments as are required under this Agreement, as set forth in Section 4.07.
The
Company shall be entitled to retain any interest paid on funds deposited
in the
Escrow Account by the depository institution, other than interest on escrowed
funds required by law to be paid to the Mortgagor. To the extent required
by
law, the Company shall pay interest on escrowed funds to the Mortgagor
notwithstanding that the Escrow Account may be non-interest bearing or that
interest paid thereon is insufficient for such purposes.
Section
4.07
|
Permitted
Withdrawals From Escrow
Account.
|
Withdrawals
from the Escrow Account or Accounts may be made by the Company
only:
(i) to
effect
timely payments of ground rents, taxes, assessments, water rates, mortgage
insurance premiums, condominium charges, fire and hazard insurance premiums
or
other items constituting Escrow Payments for the related Mortgage;
(ii) to
reimburse the Company for any Servicing Advances made by the Company pursuant
to
Section 4.08 with respect to a related Mortgage Loan, but only from amounts
received on the related Mortgage Loan which represent late collections of
Escrow
Payments thereunder;
(iii) to
refund
to any Mortgagor any funds found to be in excess of the amounts required
under
the terms of the related Mortgage Loan;
(iv) for
transfer to the Custodial Account and application to reduce the principal
balance of the Mortgage Loan in accordance with the terms of the related
Mortgage and Mortgage Note;
(v) for
application to restoration or repair of the Mortgaged Property in accordance
with the procedures outlined in Section 4.14;
(vi) to
pay to
the Company, or any Mortgagor to the extent required by law, any interest
paid
on the funds deposited in the Escrow Account;
(vii) to
clear
and terminate the Escrow Account on the termination of this Agreement;
and
(viii) to
withdraw funds deposited in error.
Section
4.08
|
Payment
of Taxes, Insurance and Other
Charges.
|
With
respect to each Mortgage Loan, the Company shall maintain accurate records
reflecting the status of ground rents, taxes, assessments, water rates, sewer
rents, and other charges which are or may become a lien upon the Mortgaged
Property and the status of PMI Policy premiums and fire and hazard insurance
coverage and shall obtain, from time to time, all bills for the payment of
such
charges (including renewal premiums) and shall effect payment thereof prior
to
the applicable penalty or termination date, employing for such purpose deposits
of the Mortgagor in the Escrow Account which shall have been estimated and
accumulated by the Company in amounts sufficient for such purposes, as allowed
under the terms of the Mortgage. To the extent that a Mortgage does not provide
for Escrow Payments, the Company shall determine that any such payments are
made
by the Mortgagor at the time they first become due. The Company assumes full
responsibility for the timely payment of all such bills and shall effect
timely
payment of all such charges irrespective of each Mortgagor’s faithful
performance in the payment of same or the making of the Escrow Payments,
and the
Company shall make advances from its own funds to effect such
payments.
Section
4.09
|
Protection
of Accounts.
|
The
Company may transfer the Custodial Account or the Escrow Account to a different
Qualified Depository from time to time. Upon any such transfer, the Company
shall promptly notify the Purchaser and deliver to the Purchaser a Custodial
Account Certification or Escrow Account Certification (as applicable) in
the
form of Exhibit D-1 or E-1 to this agreement.
The
Company shall bear any expenses, losses or damages sustained by the Purchaser
because the Custodial Account and/or the Escrow Account are not demand deposit
accounts.
Amounts
on deposit in the Custodial Account and the Escrow Account may at the option
of
the Company be invested in Eligible Investments; provided that in the event
that
amounts on deposit in the Custodial Account or the Escrow Account exceed
the
amount fully insured by the FDIC (the “Insured Amount”) the Company shall
be obligated to invest the excess amount over the Insured Amount in Eligible
Investments on the same Business Day as such excess amount becomes present
in
the Custodial Account or the Escrow Account. Any such Eligible Investment
shall
mature no later than the Determination Date next following the date of such
Eligible Investment, provided, however, that if such Eligible Investment
is an
obligation of a Qualified Depository (other than the Company) that maintains
the
Custodial Account or the Escrow Account, then such Eligible Investment may
mature on such Remittance Date. Any such Eligible Investment shall be made
in
the name of the Company in trust for the benefit of the Purchaser. All income
on
or gain realized from any such Eligible Investment shall be for the benefit
of
the Company and may be withdrawn at any time by the Company. Any losses incurred
in respect of any such investment shall be deposited in the Custodial Account
or
the Escrow Account, by the Company out of its own funds immediately as
realized.
Section
4.10
|
Maintenance
of Hazard Insurance.
|
The
Company shall cause to be maintained for each Mortgage Loan hazard insurance
such that all buildings upon the Mortgaged Property are insured by a generally
acceptable insurer rated A:VI or better in the current Best’s Key Rating Guide
(“Best’s”) against loss by fire, hazards of extended coverage and such
other hazards as are customary in the area where the Mortgaged Property is
located, in an amount which is at least equal to the lesser of (i) the
replacement value of the improvements securing such Mortgage Loan and (ii)
the
greater of (a) the outstanding principal balance of the Mortgage Loan and
(b) an
amount such that the proceeds thereof shall be sufficient to prevent the
Mortgagor or the loss payee from becoming a co-insurer.
If
a
Mortgaged Property is located in an area identified in the Federal Register
by
the Flood Emergency Management Agency as having special flood hazards (and
such
flood insurance has been made available) a flood insurance policy meeting
the
requirements of the current guidelines of the Federal Insurance Administration
is in effect with a generally acceptable insurance carrier rated A:VI or
better
in Best’s in an amount representing coverage equal to the lesser of (i) the
minimum amount required, under the terms of coverage, to compensate for any
damage or loss on a replacement cost basis (or the unpaid balance of the
mortgage if replacement cost coverage is not available for the type of building
insured) and (ii) the maximum amount of insurance which is available under
the
Flood Disaster Protection Act of 1973, as amended. If at any time during
the
term of the Mortgage Loan, the Company determines in accordance with applicable
law and pursuant to the Xxxxxx Xxx Guides that a Mortgaged Property is located
in a special flood hazard area and is not covered by flood insurance or is
covered in an amount less than the amount required by the Flood Disaster
Protection Act of 1973, as amended, the Company shall notify the related
Mortgagor that the Mortgagor must obtain such flood insurance coverage, and
if
said Mortgagor fails to obtain the required flood insurance coverage within
forty-five (45) days after such notification, the Company shall immediately
force place the required flood insurance on the Mortgagor’s behalf.
If
a
Mortgage is secured by a unit in a condominium project, the Company shall
verify
that the coverage required of the owner’s association, including hazard, flood,
liability, and fidelity coverage, is being maintained in accordance with
then
current Xxxxxx Mae requirements, and secure from the owner’s association its
agreement to notify the Company promptly of any change in the insurance coverage
or of any condemnation or casualty loss that may have a material effect on
the
value of the Mortgaged Property as security.
The
Company shall cause to be maintained on each Mortgaged Property earthquake
or
such other or additional insurance as may be required pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance, or pursuant to the requirements of any
private mortgage guaranty insurer, or as may be required to conform with
Accepted Servicing Practices.
In
the
event that any Purchaser or the Company shall determine that the Mortgaged
Property should be insured against loss or damage by hazards and risks not
covered by the insurance required to be maintained by the Mortgagor pursuant
to
the terms of the Mortgage, the Company shall communicate and consult with
the
Mortgagor with respect to the need for such insurance and bring to the
Mortgagor’s attention the desirability of protection of the Mortgaged
Property.
All
policies required hereunder shall name the Company as loss payee and shall
be
endorsed with standard or union mortgagee clauses, without contribution,
which
shall provide for at least 30 days prior written notice of any cancellation,
reduction in amount or material change in coverage.
The
Company shall not interfere with the Mortgagor’s freedom of choice in selecting
either his insurance carrier or agent, provided, however, that the Company
shall
not accept any such insurance policies from insurance companies unless such
companies are rated A:VI or better in Best’s and are licensed to do business in
the jurisdiction in which the Mortgaged Property is located. The Company
shall
determine that such policies provide sufficient risk coverage and amounts,
that
they insure the property owner, and that they properly describe the property
address. The Company shall furnish to the Mortgagor a formal notice of
expiration of any such insurance in sufficient time for the Mortgagor to
arrange
for renewal coverage by the expiration date.
Pursuant
to Section 4.04, any amounts collected by the Company under any such policies
(other than amounts to be deposited in the Escrow Account and applied to
the
restoration or repair of the related Mortgaged Property, or property acquired
in
liquidation of the Mortgage Loan, or to be released to the Mortgagor, in
accordance with the Company’s normal servicing procedures as specified in
Section 4.14) shall be deposited in the Custodial Account subject to withdrawal
pursuant to Section 4.05.
Section
4.11
|
Maintenance
of Mortgage Impairment
Insurance.
|
In
the
event that the Company shall obtain and maintain a blanket policy insuring
against losses arising from fire and hazards covered under extended coverage
on
all of the Mortgage Loans, then, to the extent such policy provides coverage
in
an amount equal to the amount required pursuant to Section 4.10 and otherwise
complies with all other requirements of Section 4.10, it shall conclusively
be
deemed to have satisfied its obligations as set forth in Section 4.10. Any
amounts collected by the Company under any such policy relating to a Mortgage
Loan shall be deposited in the Custodial Account subject to withdrawal pursuant
to Section 4.05. Such policy may contain a deductible clause, in which case,
in
the event that there shall not have been maintained on the related Mortgaged
Property a policy complying with Section 4.10, and there shall have been
a loss
which would have been covered by such policy, the Company shall deposit in
the
Custodial Account at the time of such loss the amount not otherwise payable
under the blanket policy because of such deductible clause, such amount to
deposited from the Company’s funds, without reimbursement therefor. Upon request
of any Purchaser, the Company shall cause to be delivered to such Purchaser
a
certified true copy of such policy and a statement from the insurer thereunder
that such policy shall in no event be terminated or materially modified without
30 days’ prior written notice to such Purchaser.
Section
4.12
|
Maintenance
of Fidelity Bond and Errors and Omissions
Insurance.
|
The
Company shall maintain with responsible companies, at its own expense, a
blanket
Fidelity Bond and an Errors and Omissions Insurance Policy, with broad coverage
on all officers, employees or other persons acting in any capacity requiring
such persons to handle funds, money, documents or papers relating to the
Mortgage Loans (“Company Employees”). Any such Fidelity Bond and Errors
and Omissions Insurance Policy shall be in the form of the Mortgage Banker’s
Blanket Bond and shall protect and insure the Company against losses, including
forgery, theft, embezzlement, fraud, errors and omissions and negligent
acts of such Company Employees. Such Fidelity Bond and Errors and Omissions
Insurance Policy also shall protect and insure the Company against losses
in
connection with the release or satisfaction of a Mortgage Loan without having
obtained payment in full of the indebtedness secured thereby. No provision
of
this Section 4.12 requiring such Fidelity Bond and Errors and Omissions
Insurance Policy shall diminish or relieve the Company from its duties and
obligations as set forth in this Agreement. The minimum coverage under any
such
bond and insurance policy shall be acceptable to Xxxxxx Xxx or Xxxxxxx
Mac. Upon the request of any Purchaser, the Company shall cause to be
delivered to such Purchaser a certified true copy of such fidelity bond and
insurance policy and a statement from the surety and the insurer that such
fidelity bond and insurance policy shall in no event be terminated or materially
modified without 30 days’ prior written notice to the Purchaser.
Section
4.13
|
Inspections.
|
The
Company shall inspect the Mortgaged Property as often as deemed necessary
by the
Company to assure itself that the value of the Mortgaged Property is being
preserved. In addition, if any Mortgage Loan is more than 60 days delinquent,
the Company immediately shall inspect the Mortgaged Property and shall conduct
subsequent inspections in accordance with Accepted Servicing Practices or
as may
be required by the primary mortgage guaranty insurer. The Company shall keep
a
written report of each such inspection.
Section
4.14
|
Restoration
of Mortgaged Property.
|
The
Company need not obtain the approval of the Purchaser prior to releasing
any
Insurance Proceeds or Condemnation Proceeds to the Mortgagor to be applied
to
the restoration or repair of the Mortgaged Property if such release is in
accordance with Accepted Servicing Practices. At a minimum, the Company shall
comply with the following conditions in connection with any such release
of
Insurance Proceeds or Condemnation Proceeds:
(i) the
Company shall receive satisfactory independent verification of completion
of
repairs and issuance of any required approvals with respect
thereto;
(ii) the
Company shall take all steps necessary to preserve the priority of the lien
of
the Mortgage, including, but not limited to requiring waivers with respect
to
mechanics’ and materialmen’s liens;
(iii) the
Company shall verify that the Mortgage Loan is not in default; and
(iv) pending
repairs or restoration, the Company shall place the Insurance Proceeds or
Condemnation Proceeds in the Custodial Account.
If
the
Purchaser is named as an additional loss payee, the Company is hereby empowered
to endorse any loss draft issued in respect of such a claim in the name of
the
Purchaser.
Section
4.15
|
Maintenance
of PMI and LPMI Policy; Claims.
|
(a)
With
respect to each Mortgage Loan with a LTV in excess of 95%, the Company
shall:
(i) with
respect to Mortgage Loans which are not LPMI Loans, in accordance with state
and
federal laws and without any cost to the Purchaser, maintain or cause the
Mortgagor to maintain in full force and effect a PMI Policy with a minimum
of
35% coverage insuring that portion of the Mortgage Loan in excess of 68%
(or
such other percentage as stated in the related Acknowledgment Agreement)
of
value, and shall pay or shall cause the Mortgagor to pay the premium thereon
on
a timely basis, until the LTV of such Mortgage Loan is reduced to 80%. In
the
event that such PMI Policy shall be terminated, the Company shall obtain
from
another Qualified Insurer a comparable replacement policy, with a total coverage
equal to the remaining coverage of such terminated PMI Policy, at substantially
the same fee level. If the insurer shall cease to be a Qualified Insurer,
the
Company shall determine whether recoveries under the PMI Policy are jeopardized
for reasons related to the financial condition of such insurer, it being
understood that the Company shall in no event have any responsibility or
liability for any failure to recover under the PMI Policy for such
reason. If the Company determines that recoveries are so jeopardized,
it shall notify the Purchaser and the Mortgagor, if required, and obtain
from
another Qualified Insurer a replacement insurance policy. The Company shall
not
take any action which would result in noncoverage under any applicable PMI
Policy of any loss which, but for the actions of the Company would have been
covered thereunder. In connection with any assumption or substitution agreement
entered into or to be entered into pursuant to Section 4.01, the Company
shall
promptly notify the insurer under the related PMI Policy, if any, of such
assumption or substitution of liability in accordance with the terms of such
PMI
Policy and shall take all actions which may be required by such insurer as
a
condition to the continuation of coverage under such PMI Policy. If such
PMI
Policy is terminated as a result of such assumption or substitution of
liability, the Company shall obtain a replacement PMI Policy as provided
above.
(ii)
with respect to LPMI Loans, maintain in full force and effect an LPMI Policy
insuring that portion of the Mortgage Loan with a minimum of 35% coverage
insuring that portion of the Mortgage Loan in excess of 68% (or such other
percentage as stated in the related Acknowledgment Agreement) of value, and
from
time to time, withdraw the LPMI Fee with respect to such LPMI Loan from the
Custodial Account in order to pay the premium thereon on a timely basis,
until
the LTV of such Mortgage Loan is reduced to 80%. In the event that the interest
payments made with respect to any LPMI Loan are less than the LPMI Fee, the
Company shall advance from its own funds the amount of any such shortfall
in the
LPMI Fee, in payment of the premium on the related LPMI Policy. Any
such advance shall be a Servicing Advance subject to reimbursement pursuant
to
the provisions on Section 2.05. In the event that such LPMI Policy shall
be
terminated, the Company shall obtain from another Qualified Insurer a comparable
replacement policy, with a total coverage equal to the remaining coverage
of
such terminated LPMI Policy, at substantially the same fee level. If the
insurer
shall cease to be a Qualified Insurer, the Company shall determine whether
recoveries under the LPMI Policy are jeopardized for reasons related to the
financial condition of such insurer, it being understood that the Company
shall
in no event have any responsibility or liability for any failure to recover
under the LPMI Policy for such reason. If the Company determines that
recoveries are so jeopardized, it shall notify the Purchaser and the Mortgagor,
if required, and obtain from another Qualified Insurer a replacement insurance
policy. The Company shall not take any action which would result in
noncoverage under any applicable LPMI Policy of any loss which, but for the
actions of the Company would have been covered thereunder. In connection
with
any assumption or substitution agreement entered into or to be entered into
pursuant to Section 6.01, the Company shall promptly notify the insurer under
the related LPMI Policy, if any, of such assumption or substitution of liability
in accordance with the terms of such LPMI Policy and shall take all actions
which may be required by such insurer as a condition to the continuation
of
coverage under such PMI Policy. If such LPMI Policy is terminated as a result
of
such assumption or substitution of liability, the Company shall obtain a
replacement LPMI Policy as provided above.
(b) In
connection with its activities as servicer, the Company agrees to prepare
and
present, on behalf of itself and the Purchaser, claims to the insurer under
any
PMI Policy or LPMI Policy in a timely fashion in accordance with the terms
of
such PMI Policy or LPMI Policy and, in this regard, to take such action as
shall
be necessary to permit recovery under any PMI Policy or LPMI Policy respecting
a
defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected
by the
Company under any PMI Policy or LPMI Policy shall be deposited in the Custodial
Account, subject to withdrawal pursuant to Section 4.05.
(c) Purchaser,
in its sole discretion, at any time, may (i) either obtain an additional
PMI
Policy on any Mortgage Loan which already has a PMI Policy in place, or (ii)
obtain a PMI Policy for any Mortgage Loan which does not already have a PMI
Policy in place. In any event, the Company agrees to administer such
PMI Policies in accordance with the Agreement or any Reconstitution
Agreement.
Section
4.16
|
Title,
Management and Disposition of REO
Property.
|
In
the
event that title to any Mortgaged Property is acquired in foreclosure or
by deed
in lieu of foreclosure, the deed or certificate of sale shall be taken in
the
name of the Purchaser, or in the event the Purchaser is not authorized or
permitted to hold title to real property in the state where the REO Property
is
located, or would be adversely affected under the “doing business” or tax laws
of such state by so holding title, the deed or certificate of sale shall
be
taken in the name of such Person or Persons as shall be consistent with an
Opinion of Counsel obtained by the Company from any attorney duly licensed
to
practice law in the state where the REO Property is located. The Person or
Persons holding such title other than the Purchaser shall acknowledge in
writing
that such title is being held as nominee for the Purchaser.
The
Company shall manage, conserve, protect and operate each REO Property for
the
Purchaser solely for the purpose of its prompt disposition and sale. The
Company, either itself or through an agent selected by the Company, shall
manage, conserve, protect and operate the REO Property in the same manner
that
it manages, conserves, protects and operates other foreclosed property for
its
own account, and in the same manner that similar property in the same locality
as the REO Property is managed. The Company shall attempt to sell the same
(and
may temporarily rent the same for a period not greater than one year, except
as
otherwise provided below) on such terms and conditions as the Company deems
to
be in the best interest of the Purchaser.
The
Company shall use its best efforts to dispose of the REO Property as soon
as
possible and shall sell such REO Property in any event within one year after
title has been taken to such REO Property, unless (i) (A) a REMIC election
has
not been made with respect to the arrangement under which the Mortgage Loans
and
the REO Property are held, and (ii) the Company determines, and gives an
appropriate notice to the Purchaser to such effect, that a longer period
is
necessary for the orderly liquidation of such REO Property. If a period longer
than one year is permitted under the foregoing sentence and is necessary
to sell
any REO Property the Company shall report monthly to the Purchaser as to
the
progress being made in selling such REO Property.
The
Company shall also maintain on each REO Property fire and hazard insurance
with
extended coverage in amount which is at least equal to the maximum insurable
value of the improvements which are a part of such property, liability insurance
and, to the extent required and available under the Flood Disaster Protection
Act of 1973, as amended, flood insurance in the amount required
above.
The
disposition of REO Property shall be carried out by the Company at such price,
and upon such terms and conditions, as the Company deems to be in the best
interests of the Purchaser. The proceeds of sale of the REO Property shall
be
promptly deposited in the Custodial Account. As soon as practical thereafter
the
expenses of such sale shall be paid and the Company shall reimburse itself
for
any related unreimbursed Servicing Advances, unpaid Servicing Fees and
unreimbursed advances made pursuant to Section 5.03, and on the Remittance
Date
immediately following the Principal Prepayment Period in which such sale
proceeds are received the net cash proceeds of such sale remaining in the
Custodial Account shall be distributed to the Purchaser.
The
Company shall withdraw the Custodial Account funds necessary for the proper
operation, management and maintenance of the REO Property, including the
cost of
maintaining any hazard insurance pursuant to Section 4.10 and the fees of
any
managing agent of the Company, a Subservicer, or the Company itself. The
REO
management fee shall be an amount that is reasonable and customary in the
area
where the Mortgaged Property is located. The Company shall make monthly
distributions on each Remittance Date to the Purchasers of the net cash flow
from the REO Property (which shall equal the revenues from such REO Property
net
of the expenses described in this Section 4.16 and of any reserves reasonably
required from time to time to be maintained to satisfy anticipated liabilities
for such expenses).
Section
4.17
|
Real
Estate Owned Reports.
|
Together
with the statement furnished pursuant to Section 5.02, the Company shall
furnish
to the Purchaser on or before the Remittance Date each month a statement
with
respect to any REO Property covering the operation of such REO Property for
the
previous month and the Company’s efforts in connection with the sale of such REO
Property and any rental of such REO Property incidental to the sale thereof
for
the previous month. That statement shall be accompanied by such other
information as the Purchaser shall reasonably request.
Section
4.18
|
Liquidation
Reports.
|
Upon
the
foreclosure sale of any Mortgaged Property or the acquisition thereof by
the
Purchaser pursuant to a deed in lieu of foreclosure, the Company shall submit
to
the Purchaser a liquidation report with respect to such Mortgaged
Property.
Section
4.19
|
Reports
of Foreclosures and Abandonments of Mortgaged
Property.
|
Following
the foreclosure sale or abandonment of any Mortgaged Property, the Company
shall
report such foreclosure or abandonment as required pursuant to Section 6050J
of
the Code.
Section
4.20
|
Notification
of Adjustments.
|
With
respect to each Mortgage Loan, the Company shall adjust the Mortgage Interest
Rate on the related Interest Rate Adjustment Date and shall adjust the Monthly
Payment on the related Payment Adjustment Date in compliance with the
requirements of applicable law and the related Mortgage and Mortgage Note.
If,
pursuant to the terms of the Mortgage Note, another index is selected for
determining the Mortgage Interest Rate, the same index will be used with
respect
to each Mortgage Note which requires a new index to be selected, provided
that
such selection does not conflict with the terms of the related Mortgage
Note. The Company shall execute and deliver any and all necessary
notices required under applicable law and the terms of the related Mortgage
Note
and Mortgage regarding the Mortgage Interest Rate and the Monthly Payment
adjustments. The Company shall promptly upon written request thereof,
deliver to the Purchaser such notifications and any additional applicable
data
regarding such adjustments and the methods used to calculate and implement
such
adjustments. Upon the discovery by the Company, or the Purchaser that the
Company has failed to adjust a Mortgage Interest Rate or a Monthly Payment
pursuant to the terms of the related Mortgage Note and Mortgage, the Company
shall immediately deposit in the Custodial Account from its own funds the
amount
of any interest loss caused the Purchaser thereby.
ARTICLE
V
PAYMENTS
TO PURCHASER
Section
5.01
|
Remittances.
|
On
each
Remittance Date the Company shall remit by wire transfer of immediately
available funds to the Purchaser (a) all amounts deposited in the Custodial
Account as of the close of business on the Determination Date (net of charges
against or withdrawals from the Custodial Account pursuant to Section 4.05),
plus (b) all amounts, if any, which the Company is obligated to distribute
pursuant to Section 5.03, minus (c) any amounts attributable to Principal
Prepayments received after the applicable Principal Prepayment Period which
amounts shall be remitted on the following Remittance Date, together with
any
additional interest required to be deposited in the Custodial Account in
connection with such Principal Prepayment in accordance with Section 4.04(viii),
and minus (d) any amounts attributable to Monthly Payments collected but
due on
a Due Date or Dates subsequent to the first day of the month of the Remittance
Date, which amounts shall be remitted on the Remittance Date next succeeding
the
Due Period for such amounts.
With
respect to any remittance received by the Purchaser after the second Business
Day following the Business Day on which such payment was due, the Company
shall
pay to the Purchaser interest on any such late payment at an annual rate
equal
to the Prime Rate, adjusted as of the date of each change, plus three percentage
points, but in no event greater than the maximum amount permitted by applicable
law. Such interest shall be deposited in the Custodial Account by the Company
on
the date such late payment is made and shall cover the period commencing
with
the day following such second Business Day and ending with the Business Day
on
which such payment is made, both inclusive. Such interest shall be remitted
along with the distribution payable on the next succeeding Remittance Date.
The
payment by the Company of any such interest shall not be deemed an extension
of
time for payment or a waiver of any Event of Default by the
Company.
Section
5.02
|
Statements
to Purchaser.
|
Not
later
than the 10th
day of each calendar month, the Company shall furnish to the Purchaser a
Monthly
Remittance Advice, with a trial balance report attached thereto, in the form
of
Exhibit F annexed hereto electronic medium mutually acceptable to the
parties as to the preceding calendar month and the Due
Period in the month of remittance
In
addition, not more than 60 days after the end of each calendar year, the
Company
shall furnish to each Person who was a Purchaser at any time during such
calendar year an annual statement in accordance with the requirements of
applicable federal income tax law as to the aggregate of remittances for
the
applicable portion of such year. Nothing in this Section 5.02 shall
be deemed to require the Company to prepare any federal income tax return
on
Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment
Conduit
Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual
Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any
successor forms, to be filed on behalf of any REMIC under the REMIC
Provisions.
Section
5.03
|
Monthly
Advances by Company.
|
On
the
Business Day immediately preceding each Remittance Date, either (a) the Company
shall deposit in the Custodial Account from its own funds or (b) if funds
are on
deposit in the Custodial Account which are not required to be remitted on
the
related Remittance Date, the Company may make an appropriate entry in its
records that such funds shall be applied toward the related Monthly Advance
(provided, that any funds so applied shall be replaced by the Company no
later
than the Business Day immediately preceding the next Remittance Date), in
each
case, in an aggregate amount equal to all Monthly Payments (with interest
adjusted to the Mortgage Loan Remittance Rate) which were due on the Mortgage
Loans during the applicable Due Period and which were delinquent at the close
of
business on the immediately preceding Determination Date or which were deferred
pursuant to Section 4.01. The Company’s obligation to make such Monthly Advances
as to any Mortgage Loan will continue through the last Monthly Payment due
prior
to the payment in full of the Mortgage Loan, or through the last Remittance
Date
prior to the Remittance Date for the distribution of all Liquidation Proceeds
and other payments or recoveries (including Insurance Proceeds and Condemnation
Proceeds) with respect to the Mortgage Loan.
In
no event shall the Company be obligated to make an advance under this section
5.03 if at the time of such advance it deems such advance to be
non-recoverable. The Company shall promptly deliver an officer’s
certificate to the Purchaser upon determining that any advance is
non-recoverable. In the event that upon liquidation of the Mortgage
Loan, the Liquidation Proceeds are insufficient to reimburse the Company
for any
Monthly Advances, the Company shall notify the related Purchaser of such
shortfall by registered mail with sufficient supporting documentation and
shall
have the right to deduct such shortfall from the next remittance to be paid
to
the related Purchaser.
ARTICLE
VI
GENERAL
SERVICING PROCEDURES
Section
6.01
|
Transfers
of Mortgaged Property.
|
The
Company shall use its best efforts to enforce any “due-on-sale” provision
contained in any Mortgage or Mortgage Note and to deny assumption by the
person
to whom the Mortgaged Property has been or is about to be sold whether by
absolute conveyance or by contract of sale, and whether or not the Mortgagor
remains liable on the Mortgage and the Mortgage Note. When the Mortgaged
Property has been conveyed by the Mortgagor, the Company shall, to the extent
it
has knowledge of such conveyance, exercise its rights to accelerate the maturity
of such Mortgage Loan under the “due-on-sale” clause applicable thereto,
provided, however, that the Company shall not exercise such rights if prohibited
by law from doing so or if the exercise of such rights would impair or threaten
to impair any recovery under the related PMI or LPMI Policy, if
any.
If
the
Company reasonably believes it is unable under applicable law to enforce
such
“due-on-sale” clause, the Company shall enter into (i) an assumption and
modification agreement with the person to whom such property has been conveyed,
pursuant to which such person becomes liable under the Mortgage Note and
the
original Mortgagor remains liable thereon or (ii) in the event the Company
is
unable under applicable law to require that the original Mortgagor remain
liable
under the Mortgage Note and the Company has the prior consent of the primary
mortgage guaranty insurer, a substitution of liability agreement with the
purchaser of the Mortgaged Property pursuant to which the original Mortgagor
is
released from liability and the purchaser of the Mortgaged Property is
substituted as Mortgagor and becomes liable under the Mortgage Note. If an
assumption fee is collected by the Company for entering into an assumption
agreement, a portion of such fee, up to an amount equal to one percent (1.0%)
of
the outstanding principal balance of the related Mortgage Loan, will be retained
by the Company as additional servicing compensation, and any portion thereof
in
excess one percent (1.0%) shall be deposited in the Custodial Account for
the
benefit of the Purchaser. In connection with any such assumption or substitution
of liability, neither the Mortgage Interest Rate borne by the related Mortgage
Note, the term of the Mortgage Loan, the Index, the Lifetime Mortgage Interest
Rate Cap, the Initial Rate Cap or the Gross Margin of any Mortgage Loan,
nor the
outstanding principal amount of the Mortgage Loan shall be changed.
To
the
extent that any Mortgage Loan is assumable, the Company shall inquire diligently
into the creditworthiness of the proposed transferee, and shall use the
underwriting criteria for approving the credit of the proposed transferee
which
are used by Xxxxxx Xxx with respect to underwriting mortgage loans of the
same
type as the Mortgage Loans. If the credit of the proposed transferee does
not
meet such underwriting criteria, the Company diligently shall, to the extent
permitted by the Mortgage or the Mortgage Note and by applicable law, accelerate
the maturity of the Mortgage Loan.
Section
6.02
|
Satisfaction
of Mortgages and Release of Mortgage
Files.
|
Upon
the
payment in full of any Mortgage Loan, or the receipt by the Company of a
notification that payment in full will be escrowed in a manner customary
for
such purposes, the Company shall notify the Purchaser in the Monthly Remittance
Advice as provided in Section 5.02, and may request the release of any Mortgage
Loan Documents. In connection with any such prepayment in full, the
Company shall comply with all applicable laws regarding satisfaction, release
or
reconveyance with respect to the Mortgage.
If
the
Company satisfies or releases a Mortgage without first having obtained payment
in full of the indebtedness secured by the Mortgage or should the Company
otherwise prejudice any rights the Purchaser may have under the mortgage
instruments, upon written demand of the Purchaser, the Company shall repurchase
the related Mortgage Loan at the Repurchase Price by deposit thereof in the
Custodial Account within 2 Business Days of receipt of such demand by the
Purchaser. The Company shall maintain the Fidelity Bond and Errors and Omissions
Insurance Policy as provided for in Section 4.12 insuring the Company against
any loss it may sustain with respect to any Mortgage Loan not satisfied in
accordance with the procedures set forth herein.
Section
6.03
|
Servicing
Compensation.
|
As
compensation for its services hereunder, the Company shall be entitled to
withdraw from the Custodial Account or to retain from interest payments on
the
Mortgage Loans the amount of its Servicing Fee. The Servicing Fee shall be
payable monthly and shall be computed on the basis of the same unpaid principal
balance and for the period respecting which any related interest payment
on a
Mortgage Loan is computed. The Servicing Fee shall be payable only at the
time
of and with respect to those Mortgage Loans for which payment is in fact
made of
the entire amount of the Monthly Payment. The obligation of the Purchaser
to pay
the Servicing Fee is limited to, and payable solely from, the interest portion
of such Monthly Payments collected by the Company.
Additional
servicing compensation in the form of assumption fees, to the extent provided
in
Section 6.01, and late payment charges and Prepayment Penalties, shall be
retained by the Company to the extent not required to be deposited in the
Custodial Account. The Company shall be required to pay all expenses incurred
by
it in connection with its servicing activities hereunder and shall not be
entitled to reimbursement thereof except as specifically provided for
herein. Notwithstanding anything in this Agreement to the contrary,
in the event of a Principal Prepayment in full, the Company shall not waive,
and
shall not permit the waiver of, any Prepayment Penalty or portion thereof
required by the terms of the related Mortgage Note unless (i) the Company
determines that such waiver would maximize recovery of Liquidations Proceeds
for
such Mortgage Loan, taking into account the value of such Prepayment Penalty,
or
(ii) (A) the enforeceability therefore is limited (1) by bankruptcy, insolvency,
moratorium, receivership, or other similar law relating to creditors’ rights
generally or (2) due to acceleration in connection with a foreclosure or
other
involuntary payment or (B) the enforceability is otherwise limited or prohibited
by applicable law.
Section
6.04
|
Annual
Statement as to Compliance.
|
The
Company shall deliver to the Purchaser, on or before May 31 each year beginning
May 31, 2003, an Officer’s Certificate, stating that (i) a review of the
activities of the Company during the preceding calendar year and of performance
under this Agreement has been made under such officer’s supervision, and (ii)
the Company has complied fully with the provisions of Article II and Article
IV,
and (iii) to the best of such officer’s knowledge, based on such review, the
Company has fulfilled all its obligations under this Agreement throughout
such
year, or, if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof and the action being taken by the Company to cure such
default.
Section
6.05
|
Annual
Independent Public Accountants’ Servicing
Report.
|
On
or
before May 31st of each year beginning May 31, 2003, the Company, at its
expense, shall cause a firm of independent public accountants which is a
member
of the American Institute of Certified Public Accountants to furnish a statement
to each Purchaser to the effect that such firm has examined certain documents
and records relating to the servicing of the Mortgage Loans and this Agreement
and that such firm is of the opinion that the provisions of Article II and
Article IV have been complied with, and that, on the basis of such examination
conducted substantially in compliance with the Single Attestation Program
for
Mortgage Bankers, nothing has come to their attention which would indicate
that
such servicing has not been conducted in compliance therewith, except for
(i)
such exceptions as such firm shall believe to be immaterial, and (ii) such
other
exceptions as shall be set forth in such statement.
Section
6.06
|
Right
to Examine Company Records.
|
The
Purchaser shall have the right to examine and audit any and all of the books,
records, or other information of the Company, whether held by the Company
or by
another on its behalf, with respect to or concerning this Agreement or the
Mortgage Loans, during business hours or at such other times as may be
reasonable under applicable circumstances, upon reasonable advance
notice.
ARTICLE
VII
AGENCY
TRANSFER; PASS-THROUGH TRANSFER
Section
7.01
|
Removal
of Mortgage Loans from Inclusion Under this Agreement Upon an Agency
Transfer, or a Pass-Through Transfer on One or More Reconstitution
Dates.
|
The
Purchaser and the Company agree that with respect to any Pass-Through Transfer,
Whole Loan Transfer or Agency Transfers, as applicable, the Company shall
cooperate with the Purchaser in effecting such transfers and shall negotiate
in
good faith and execute any Reconstitution Agreement required to effectuate
the
foregoing; provided that, such Reconstitution Agreement shall not materially
increase the Company’s obligations or liabilities hereunder, nor diminish any of
the Company’s rights, and provide to any master servicer or the trustee, as
applicable, and/or the Purchaser any and all publicly available information
and
appropriate verification of information which may be reasonably available
to the
Company, whether through letters of its auditors and counsel or otherwise,
as
the Purchaser, trustee or a master servicer shall reasonable request as to
the
related Mortgage Loans. Purchaser shall reimburse Company for any and
all costs or expenses incurred by Company (i) in obtaining “accountant comfort
letters” with respect to information supplied in response to Purchaser requests,
(ii) in connection with any due diligence performed in connection with a
Pass-Through or Whole Loan Transfer or (iii) making the Mortgage Loan Documents
or Servicing Files available to parties participating in a Pass-Through or
Whole
Loan Transfer, including without limitation, shipping costs. Such
information may be included in any disclosure document prepared in connection
with the Pass-Through Transfer, Whole Loan Transfer or Agency Transfer, as
applicable; provided, however, that Company shall indemnify the Purchaser
against any liability arising from any material omissions or misstatements
in
any information supplied by the Company and included in a disclosure document;
and provided, further, that the Purchaser shall indemnify the Company against
any liability arising from any information included in a disclosure document
that was not supplied by the Company. The Company shall execute any
Reconstitution Agreements required within a reasonable period of time after
receipt of such agreements which time shall be sufficient for the Company
and
the Company’s counsel to review such agreements. Company shall use
its Best Efforts to complete such review within ten (10) Business Days after
mutual agreement as to the terms thereof, but such time shall not exceed
fifteen
(15) Business Days after mutual agreement as to the terms thereof.
The
Company shall not be required to restate any representations and warranties
as
of the date of any Pass-Through Transfer, Whole Loan Transfer or Agency
Transfers other than the representations and warranties set forth in Section
3.01 (provided, that the Company shall not be required to restate the
representation and warranty set forth in Section 3.01(j)).
In
the
event of any Agency Transfer, Pass-Through or Whole Loan Transfer, the Company
shall have no obligation to pay any custodial fees charged by the
Agency.
Section
7.02
|
Purchaser’s
Repurchase and Indemnification
Obligations.
|
Upon
receipt by the Company of notice from Xxxxxx Mae, Xxxxxxx Mac or the trustee
of
a breach of any Purchaser representation or warranty contained in any
Reconstitution Agreement or a request by Xxxxxx Mae, Xxxxxxx Mac or the trustee,
as the case may be, for the repurchase of any Mortgage Loan transferred to
Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer or to a trustee
pursuant to a Pass-Through Transfer, the Company shall promptly notify the
Purchaser of same and shall, at the direction of the Purchaser, use its best
efforts to cure and correct any such breach and to satisfy the requests or
concerns of Xxxxxx Mae, Xxxxxxx Mac, or the trustee related to such deficiencies
of the related Mortgage Loans transferred to Xxxxxx Mae, Xxxxxxx Mac, or
the
trustee.
The
Purchaser shall repurchase from the Company any Mortgage Loan transferred
to
Xxxxxx Mae or Xxxxxxx Mac pursuant to an Agency Transfer or to a trustee
pursuant to a Pass-Through Transfer with respect to which the Company has
been
required by Xxxxxx Mae, Xxxxxxx Mac, or the trustee to repurchase due to
a
breach of a representation or warranty made by the Purchaser with respect
to the
Mortgage Loans, or the servicing thereof prior to the transfer date to Xxxxxx
Mae, Xxxxxxx Mac, or the trustee in any Reconstitution Agreement and not
due to
a breach of the Company’s representations or obligations thereunder or pursuant
to this Agreement. The repurchase price to be paid by the Purchaser to the
Company shall equal that repurchase price paid by the Company to Xxxxxx Mae,
Xxxxxxx Mac, or the third party purchaser plus all reasonable costs and expenses
borne by the Company in connection with the cure of said breach of a
representation or warranty made by the Purchaser and in connection with the
repurchase of such Mortgage Loan from Xxxxxx Mae, Xxxxxxx Mac, or the trustee,
including, but not limited to, reasonable and necessary attorneys’
fees.
At
the
time of repurchase, the Custodian and the Company shall arrange for the
reassignment of the repurchased Mortgage Loan to the Purchaser according
to the
Purchaser’s instructions and the delivery to the Custodian of any documents held
by Xxxxxx Mae, Xxxxxxx Mac, or the trustee with respect to the repurchased
Mortgage Loan pursuant to the related Reconstitution Agreement. In the event
of
a repurchase, the Company shall, simultaneously with such reassignment, give
written notice to the Purchaser that such repurchase has taken place, and
amend
the related Mortgage Loan Schedule to reflect the addition of the repurchased
Mortgage Loan to this Agreement. In connection with any such addition, the
Company and the Purchaser shall be deemed to have made as to such repurchased
Mortgage Loan the representations and warranties set forth in this
Agreement.
ARTICLE
VIII
COMPANY
TO COOPERATE
Section
8.01
|
Provision
of Information.
|
During
the term of this Agreement and provided such request will cause the Company
to
violate any applicable law or statute, the Company shall furnish to the
Purchaser such periodic, special, or other reports or information and copies
or
originals of any documents contained in the Servicing File for each Mortgage
Loan, whether or not provided for herein, as shall be necessary, reasonable,
or
appropriate with respect to the Purchaser, any regulatory requirement pertaining
to the Purchaser or the purposes of this Agreement. All such reports, documents
or information shall be provided by and in accordance with all reasonable
instructions and directions which the Purchaser may give. Purchaser
shall pay any costs related to any special reports.
The
Company shall execute and deliver all such instruments and take all such
action
as the Purchaser may reasonably request from time to time, in order to
effectuate the purposes and to carry out the terms of this
Agreement.
Section
8.02
|
Financial
Statements; Servicing Facility.
|
In
connection with marketing the Mortgage Loans, the Purchaser may make available
to a prospective Purchaser a Consolidated Statement of Operations of the
Company
for the most recently completed five fiscal years for which such a statement
is
available, as well as a Consolidated Statement of Condition at the end of
the
last two fiscal years covered by such Consolidated Statement of Operations.
The
Company also shall make available any comparable interim statements to the
extent any such statements have been prepared by or on behalf of the Company
(and are available upon request to members or stockholders of the Company
or to
the public at large). If it has not already done so, the Company shall furnish
promptly to the Purchaser copies of the statement specified
above. Unless requested the Purchaser, the Company shall not be
required to deliver any documents which are publicly available on
XXXXX.
The
Company also shall make available to Purchaser or prospective Purchaser a
knowledgeable financial or accounting officer for the purpose of answering
questions respecting recent developments affecting the Company or the financial
statements of the Company, and to permit any prospective Purchaser to inspect
the Company’s servicing facilities or those of any Subservicer for the purpose
of satisfying such prospective Purchaser that the Company and any Subservicer
have the ability to service the Mortgage Loans as provided in this
Agreement.
ARTICLE
IX
THE
COMPANY
Section
9.01
|
Indemnification;
Third Party Claims.
|
The
Company shall indemnify the Purchaser and hold it harmless against any and
all
claims, losses, damages, penalties, fines, and forfeitures, including, but
not
limited to reasonable and necessary legal fees and related costs, judgments,
and
any other costs, fees and expenses that the Purchaser may sustain in any
way
related to the failure of the Company to (a) perform its duties and service
the
Mortgage Loans in strict compliance with the terms of this Agreement or any
Reconstitution Agreement entered into pursuant to Section 7.01, and/or (b)
comply with applicable law. The Company immediately shall notify the Purchaser
if a claim is made by a third party with respect to this Agreement or any
Reconstitution Agreement or the Mortgage Loans, shall promptly notify Xxxxxx
Xxx, Xxxxxxx Mac, or the trustee with respect to any claim made by a third
party
with respect to any Reconstitution Agreement, assume (with the prior written
consent of the Purchaser) the defense of any such claim and pay all expenses
in
connection therewith, including counsel fees, and promptly pay, discharge
and
satisfy any judgment or decree in the amount of $5,000 or less, which may
be
entered against it or the Purchaser in respect of such claim. The Company
shall
follow any written instructions received from the Purchaser in connection
with
such claim. The Purchaser promptly shall reimburse the Company for all amounts
advanced by it pursuant to the preceding sentence except when the claim is
in
any way related to the Company’s indemnification pursuant to Section 3.03, or
the failure of the Company to (a) service and administer the Mortgage Loans
in
strict compliance with the terms of this Agreement or any Reconstitution
Agreement, and/or (b) comply with applicable law.
Section
9.02
|
Merger
or Consolidation of the
Company.
|
The
Company shall keep in full effect its existence, rights and franchises as
a
corporation, and shall obtain and preserve its qualification to do business
as a
foreign corporation in each jurisdiction in which such qualification is or
shall
be necessary to protect the validity and enforceability of this Agreement
or any
of the Mortgage Loans and to perform its duties under this
Agreement.
Any
person into which the Company may be merged or consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Company
shall be a party, or any Person succeeding to the business of the Company,
shall
be the successor of the Company hereunder, without the execution or filing
of
any paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding, provided, however, that the successor
or
surviving Person shall be an institution (i) having a net worth of not less
than
$25,000,000, (ii) whose deposits are insured by the FDIC through the BIF
or the
SAIF, and (iii) which is a Xxxxxx Mae-approved company in good
standing.
Section
9.03
|
Limitation
on Liability of Company and
Others.
|
Neither
the Company nor any of the directors, officers, employees or agents of the
Company shall be under any liability to the Purchaser for any action taken
or
for refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment, provided, however, that this provision
shall not protect the Company or any such person against any Breach of
warranties or representations made herein, or failure to perform its obligations
in strict compliance with any standard of care set forth in this Agreement,
or
any liability which would otherwise be imposed by reason of any breach of
the
terms and conditions of this Agreement. The Company and any director, officer,
employee or agent of the Company may rely in good faith on any document of
any
kind prima facie properly executed and submitted by any Person respecting
any
matters arising hereunder. The Company shall not be under any obligation
to
appear in, prosecute or defend any legal action which is not incidental to
its
duties to service the Mortgage Loans in accordance with this Agreement and
which
in its opinion may involve it in any expense or liability, provided, however,
that the Company may, with the consent of the Purchaser, undertake any such
action which it may deem necessary or desirable in respect to this Agreement
and
the rights and duties of the parties hereto. In such event, the Company shall
be
entitled to reimbursement from the Purchaser of the reasonable legal expenses
and costs of such action.
Section
9.04
|
Limitation
on Resignation and Assignment by
Company.
|
The
Purchaser has entered into this Agreement with the Company and subsequent
Purchasers will purchase the Mortgage Loans in reliance upon the independent
status of the Company, and the representations as to the adequacy of its
servicing facilities, plant, personnel, records and procedures, its integrity,
reputation and financial standing, and the continuance thereof. Therefore,
the
Company shall neither assign this Agreement or the servicing hereunder or
delegate its rights or duties hereunder or any portion hereof (to other than
a
Subservicer) or sell or otherwise dispose of all or substantially all of
its
property or assets without the prior written consent of the Purchaser, which
consent shall be granted or withheld in the sole discretion of the Purchaser;
provided, however, that the Company may assign its right and obligations
hereunder to any entity that is directly or indirectly owned or controlled
by
the Company and the Company guarantees the performance by such entity of
all
obligations hereunder.
The
Company shall not resign from the obligations and duties hereby imposed on
it
except by mutual consent of the Company and the Purchaser or upon the
determination that its duties hereunder are no longer permissible under
applicable law and such incapacity cannot be cured by the Company. Any such
determination permitting the resignation of the Company shall be evidenced
by an
Opinion of Counsel to such effect delivered to the Purchaser which Opinion
of
Counsel shall be in form and substance acceptable to the Purchaser. No such
resignation shall become effective until a successor shall have assumed the
Company’s responsibilities and obligations hereunder in the manner provided in
Section 12.01.
Without
in any way limiting the generality of this Section 9.04, in the event that
the
Company either shall assign this Agreement or the servicing responsibilities
hereunder or delegate its duties hereunder or any portion thereof (to other
than
a Subservicer) or sell or otherwise dispose of all or substantially all of
its
property or assets, without the prior written consent of the Purchaser, then
the
Purchaser shall have the right to terminate this Agreement upon notice given
as
set forth in Section 10.01, without any payment of any penalty or damages
and
without any liability whatsoever to the Company or any third party.
ARTICLE
X
DEFAULT
Section
10.01
|
Events
of Default.
|
Each
of
the following shall constitute an Event of Default on the part of the
Company:
(i) any
failure by the Company to remit to the Purchaser any payment required to
be made
under the terms of this Agreement which continues unremedied for a period
of
three days after the date upon which written notice of such failure, requiring
the same to be remedied, shall have been given to the Company by the Purchaser;
or
(ii) failure
by the Company duly to observe or perform in any material respect any other
of
the covenants or agreements on the part of the Company set forth in this
Agreement which continues unremedied for a period of 30 days after the date
on
which written notice of such failure, requiring the same to be remedied,
shall
have been given to the Company by the Purchaser; or
(iii) failure
by the Company to maintain its license to do business in any jurisdiction
where
the Mortgage Property is located if such license is necessary for the Company
to
legally service the related Mortgage Loan; or
(iv) a
decree
or order of a court or agency or supervisory authority having jurisdiction
for
the appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, including bankruptcy, marshaling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the Company and such decree or order shall
have
remained in force undischarged or unstayed for a period of 60 days;
or
(v) the
Company shall consent to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets
and
liabilities or similar proceedings of or relating to the Company or of or
relating to all or substantially all of its property; or
(vi) the
Company shall admit in writing its inability to pay its debts generally as
they
become due, file a petition to take advantage of any applicable insolvency,
bankruptcy or reorganization statute, make an assignment for the benefit
of its
creditors, voluntarily suspend payment of its obligations or cease its normal
business operations for three Business Days; or
(vii) the
Company ceases to meet the qualifications of a Xxxxxx Xxx lender or servicer;
or
(viii) the
Company fails to maintain a minimum net worth of $25,000,000; or
(ix) the
Company attempts to assign its right to servicing compensation hereunder
or the
Company attempts, without the consent of the Purchaser, to sell or otherwise
dispose of all or substantially all of its property or assets or to assign
this
Agreement or the servicing responsibilities hereunder or to delegate its
duties
hereunder or any portion thereof (to other than a Subservicer) in violation
of
Section 9.04.
In
each
and every such case, so long as an Event of Default shall not have been
remedied, in addition to whatsoever rights the Purchaser may have at law
or
equity to damages, including injunctive relief and specific performance,
the
Purchaser, by notice in writing to the Company, may terminate all the rights
and
obligations of the Company under this Agreement and in and to the Mortgage
Loans
and the proceeds thereof.
Upon
receipt by the Company of such written notice, all authority and power of
the
Company under this Agreement, whether with respect to the Mortgage Loans
or
otherwise, shall pass to and be vested in the successor appointed pursuant
to
Section 12.01. Upon written request from any Purchaser, the Company shall
prepare, execute and deliver to the successor entity designated by the Purchaser
any and all documents and other instruments, place in such successor’s
possession all Mortgage Files, and do or cause to be done all other acts
or
things necessary or appropriate to effect the purposes of such notice of
termination, including but not limited to the transfer and endorsement or
assignment of the Mortgage Loans and related documents, at the Company’s sole
expense. The Company shall cooperate with the Purchaser and such successor
in
effecting the termination of the Company’s responsibilities and rights
hereunder, including without limitation, the transfer to such successor for
administration by it of all cash amounts which shall at the time be credited
by
the Company to the Custodial Account or Escrow Account or thereafter received
with respect to the Mortgage Loans.
Section
10.02
|
Waiver
of Defaults.
|
By
a
written notice, the Purchaser may waive any default by the Company in the
performance of its obligations hereunder and its consequences. Upon any waiver
of a past default, such default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been remedied for every purpose
of
this Agreement. No such waiver shall extend to any subsequent or other default
or impair any right consequent thereon except to the extent expressly so
waived.
ARTICLE
XI
TERMINATION
Section
11.01
|
Termination.
|
This
Agreement shall terminate upon either: (i) the later of the final payment
or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or the disposition of any REO Property with respect to the last Mortgage
Loan and the remittance of all funds due hereunder; or (ii) mutual consent
of
the Company and the Purchaser in writing.
Section
11.02
|
Termination
Without Cause.
|
The
Purchaser may terminate, at its sole option, any rights the Company may have
hereunder, without cause, as provided in this Section 11.02. Any such notice
of
termination shall be in writing and delivered to the Company by registered
mail
as provided in Section 12.05.
In
the
event the Purchaser terminates the Company without cause with respect to
some or
all of the Mortgage Loans, the Purchaser shall be required to pay to the
Company
a Termination Fee in an amount equal to 2.0% of the outstanding principal
balance of the terminated Mortgage Loans as of the date of such
termination.
ARTICLE
XII
MISCELLANEOUS
PROVISIONS
Section
12.01
|
Successor
to Company.
|
Prior
to
termination of the Company’s responsibilities and duties under this Agreement
pursuant to Sections 9.04, 10.01, 11.01 (ii) or pursuant to Section 11.02
after
the 90 day period has expired, the Purchaser shall, (i) succeed to and assume
all of the Company’s responsibilities, rights, duties and obligations under this
Agreement, or (ii) appoint a successor having the characteristics set forth
in
clauses (i) through (iii) of Section 9.02 and which shall succeed to all
rights
and assume all of the responsibilities, duties and liabilities of the Company
under this Agreement prior to the termination of Company’s responsibilities,
duties and liabilities under this Agreement. In connection with such appointment
and assumption, the Purchaser may make such arrangements for the compensation
of
such successor out of payments on Mortgage Loans as it and such successor
shall
agree. In the event that the Company’s duties, responsibilities and liabilities
under this Agreement should be terminated pursuant to the aforementioned
sections, the Company shall discharge such duties and responsibilities during
the period from the date it acquires knowledge of such termination until
the
effective date thereof with the same degree of diligence and prudence which
it
is obligated to exercise under this Agreement, and shall take no action
whatsoever that might impair or prejudice the rights or financial condition
of
its successor. The resignation or removal of the Company pursuant to the
aforementioned sections shall not become effective until a successor shall
be
appointed pursuant to this Section 12.01 and shall in no event relieve the
Company of the representations and warranties made pursuant to Sections 3.01
and
3.02 and the remedies available to the Purchaser under Sections 3.03, 3.04,
3.05
and 3.07, it being understood and agreed that the provisions of such Sections
3.01, 3.02, 3.03, 3.04, 3.05 and 3.07 shall be applicable to the Company
notwithstanding any such sale, assignment, resignation or termination of
the
Company, or the termination of this Agreement.
Any
successor appointed as provided herein shall execute, acknowledge and deliver
to
the Company and to the Purchaser an instrument accepting such appointment,
wherein the successor shall make the representations and warranties set forth
in
Section 3.01, except for subsections (f), (h), (i) and (k) thereof, whereupon
such successor shall become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Company, with like effect
as if originally named as a party to this Agreement. Any termination or
resignation of the Company or termination of this Agreement pursuant to Section
9.04, 10.01, 11.01 or 11.02 shall not affect any claims that any Purchaser
may
have against the Company arising out of the Company’s actions or failure to act
prior to any such termination or resignation.
The
Company shall deliver promptly to the successor servicer the Funds in the
Custodial Account and Escrow Account and all Mortgage Files and related
documents and statements held by it hereunder and the Company shall account
for
all funds and shall execute and deliver such instruments and do such other
things as may reasonably be required to more fully and definitively vest
in the
successor all such rights, powers, duties, responsibilities, obligations
and
liabilities of the Company.
Upon
a
successor’s acceptance of appointment as such, the Company shall notify by mail
the Purchaser of such appointment in accordance with the procedures set forth
in
Section 12.05.
Section
12.02
|
Amendment.
|
This
Agreement may be amended from time to time by the Company and the Purchaser
by
written agreement signed by the Company and the Purchaser.
Section
12.03
|
Governing
Law.
|
This
Agreement shall be construed in accordance with the laws of the State of
New
York and the obligations, rights and remedies of the parties hereunder shall
be
determined in accordance with such laws.
Section
12.04
|
Duration
of Agreement.
|
This
Agreement shall continue in existence and effect until terminated as herein
provided. This Agreement shall continue notwithstanding transfers of the
Mortgage Loans by the Purchaser.
Section
12.05
|
Notices.
|
All
demands, notices and communications hereunder shall be in writing and shall
be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid, addressed as follows:
(i) if
to the
Company:
Countrywide
Home Loans, Inc.,
0000
Xxxx
Xxxxxxx
Xxxxxxxxx,
XX 00000
Attention:
Xxxxx Xxxxxxx
or
such
other address as may hereafter be furnished to the Purchaser in writing by
the
Company;
(ii) if
to
Purchaser:
EMC
Mortgage Corporation
Mac
Xxxxxx Xxxxx XX
000
Xxxxxx Xxxxx Xxxxx, Xxxxx
000
Xxxxxx,
Xxxxx 00000-0000
Attention: Xxxxxx
Xxxxx
Section
12.06
|
Severability
of Provisions.
|
If
any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall be held invalid for any reason whatsoever, 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.
Section
12.07
|
Relationship
of Parties.
|
Nothing
herein contained shall be deemed or construed to create a partnership or
joint
venture between the parties hereto and the services of the Company shall
be
rendered as an independent contractor and not as agent for the
Purchaser.
Section
12.08
|
Execution;
Successors and Assigns.
|
This
Agreement may be executed in one or more counterparts and by the different
parties hereto on separate counterparts, each of which, when so executed,
shall
be deemed to be an original; such counterparts, together, shall constitute
one
and the same agreement. Subject to Section 8.04, this Agreement shall inure
to
the benefit of and be binding upon the Company and the Purchaser and their
respective successors and assigns.
Section
12.09
|
Recordation
of Assignments of Mortgage.
|
To
the
extent permitted by applicable law, each of the Assignments of Mortgage 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, such recordation to be effected at
the
Company’s expense in the event recordation is either necessary under applicable
law or requested by the Purchaser at its sole option accordance with Section
14
of the Purchase Agreement.
Section
12.10
|
Assignment
by Purchaser.
|
The
Purchaser shall have the right, without the consent of the Company but subject
to the limit set forth in Section 2.02 hereof, to assign, in whole or in
part,
its interest under this Agreement with respect to some or all of the Mortgage
Loans, and designate any person to exercise any rights of the Purchaser
hereunder, by executing an Assignment and Assumption Agreement substantially
in
the form of Exhibit G hereto. Upon such assignment of rights and
assumption of obligations, the assignee or designee shall accede to the rights
and obligations hereunder of the Purchaser with respect to such Mortgage
Loans
and the Purchaser as assignor shall be released from all obligations hereunder
with respect to such Mortgage Loans from and after the date of such assignment
and assumption. All references to the Purchaser in this Agreement shall be
deemed to include its assignee or designee.
Section
12.11
|
No
Personal Solicitation.
|
From
and
after the related Closing Date, the Company hereby agrees that it will not
take
any action or permit or cause any action to be taken by any of its agents
or
affiliates, or by any independent contractors or independent mortgage brokerage
companies on the Company’s behalf, to personally, by telephone or mail, solicit
the Mortgagor under any Mortgage Loan for the purpose of refinancing such
Mortgage Loan; provided, that the Company may solicit any Mortgagor for whom
the
Company has received a request for verification of mortgage, a request for
demand for payoff, a mortgagor initiated written or verbal communication
indicating a desire to prepay the related Mortgage Loan, or the mortgagor
initiates a title search, provided further, it is understood and agreed that
promotions undertaken by the Company or any of its affiliates which (i) concern
optional insurance products or other additional projects, (ii) are directed
to
the general public at large, including, without limitation, mass mailings
based
on commercially acquired mailing lists, newspaper, radio and television
advertisements, (iii) are directed to mortgagors who have a specific type
of
mortgage (i.e., balloon Mortgage Loans, LIBOR Mortgage Loans, etc.) or (iv)
directed to those mortgagors whose mortgages fall within specific interest
rate
ranges shall not constitute solicitation under this Section 12.11 nor is
the
Company prohibited from responding to unsolicited requests or inquiries made
by
a Mortgagor or an agent of a Mortgagor. Notwithstanding the
foregoing, the following solicitations, if undertaken by the Company or any
affiliate of the Company, shall not be prohibited under this Section 12.11:
(i)
solicitations that are directed to the general public at large, including,
without limitation, mass mailings based on commercially acquired mailing
lists
and newspaper, radio, television and other mass media advertisements; (ii)
borrower messages included on, and statement inserts provided with, the monthly
statements sent to Mortgagors; provided, however, that similar messages and
inserts are sent to the borrowers of other mortgage loans serviced by the
Company.
IN
WITNESS WHEREOF, the Company and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized
as of
the day and year first above written.
EMC MORTGAGE
CORPORATION
|
|||
|
By:
|
||
Name:
|
Xxxxxx
Xxxxx
|
||
Title: | President | ||
COUNTRYWIDE
HOME LOANS, INC.
|
|||
|
By:
|
||
Name:
|
|
||
Title:
|
|||
STATE OF NEW YORK | ) | |
) | ss.: | |
COUNTY OF __________ | ) |
On
the __
day of ________, 200_ before me, a Notary Public in and for said State,
personally appeared ________, known to me to be Vice President of EMC Mortgage
Corporation, the federal savings association 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 affixed my office seal the day
and
year in this certificate first above written.
|
|
|
Notary Public | ||
My Commission expires | ||
STATE OF | ) | |
) | ss.: | |
COUNTY OF __________ | ) |
On
the __
day of _______, 200_ before me, a Notary Public in and for said State,
personally appeared __________, known to me to be ______________ of Countrywide
Home Loans, 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 affixed my office seal the day
and
year in this certificate first above written.
|
|
|
Notary Public | ||
My Commission expires | ||
EXHIBIT
A
MORTGAGE
LOAN SCHEDULE
EXHIBIT
B
CONTENTS
OF EACH 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
and
any prospective Purchaser, and which shall be retained by the Company in
the
Servicing File or delivered to the Custodian pursuant to Section 2.01 and
2.03
of the Seller’s Warranties and Servicing Agreement to which this Exhibit is
attached (the “Agreement”):
1.
|
The
original Mortgage Note bearing all intervening endorsements, endorsed
“Pay
to the order of _________ without recourse” and signed in the name of the
Company by an authorized officer (in the event that the Mortgage
Loan was
acquired by the Company in a merger, the signature must be in the
following form: “Countrywide Home Loans, Inc., successor by merger to
[name of predecessor]”; and in the event that the Mortgage Loan was
acquired or originated by the Company while doing business under
another
name, the signature must be in the following form: “Countrywide Home
Loans, Inc., formerly known as [previous
name]”).
|
2.
|
The
original of any guarantee executed in connection with the Mortgage
Note
(if any).
|
3.
|
The
original Mortgage, with evidence of recording thereon. If in connection
with any Mortgage Loan, the Company cannot deliver or cause to
be
delivered the original Mortgage with evidence of recording thereon
on or
prior to the related Closing Date because of a delay caused by
the public
recording office where such Mortgage has been delivered for recordation
or
because such Mortgage has been lost or because such public recording
office retains the original recorded Mortgage, the Company shall
deliver
or cause to be delivered to the Custodian, a photocopy of such
Mortgage,
together with (i) in the case of a delay caused by the public recording
office, an Officer’s Certificate of the Company stating that such Mortgage
has been dispatched to the appropriate public recording office
for
recordation and that the original recorded Mortgage or a copy of
such
Mortgage certified by such public recording office to be a true
and
complete copy of the original recorded Mortgage will be promptly
delivered
to the Custodian upon receipt thereof by the Company; or (ii) in
the case
of a Mortgage where a public recording office retains the original
recorded Mortgage or in the case where a Mortgage is lost after
recordation in a public recording office, a copy of such Mortgage
certified by such public recording office or by the title insurance
company that issued the title policy to be a true and complete
copy of the
original recorded Mortgage.
|
4.
|
The
originals of all assumption, modification, consolidation or extension
agreements, with evidence of recording
thereon.
|
5.
|
The
original Assignment of Mortgage for each Mortgage Loan, in form
and
substance acceptable for recording, delivered in blank. If the
Mortgage
Loan was acquired by the Company in a merger, the Assignment of
Mortgage
must be made by “Countrywide Home Loans, Inc., successor by merger to
[name of predecessor].” If the Mortgage Loan was acquired or
originated by the Company while doing business under another name,
the
Assignment of Mortgage must be by “Countrywide Home Loans, Inc., formerly
known as [previous name].”
|
6.
|
Originals
of all intervening assignments of the Mortgage with evidence of
recording
thereon, or if any such intervening assignment has not been returned
from
the applicable recording office or has been lost or if such public
recording office retains the original recorded assignments of mortgage,
the Company shall deliver or cause to be delivered to the Custodian,
a
photocopy of such intervening assignment, together with (i) in
the case of
a delay caused by the public recording office, an Officer’s Certificate of
the Company stating that such intervening assignment of mortgage
has been
dispatched to the appropriate public recording office for recordation
and
that such original recorded intervening assignment of mortgage
or a copy
of such intervening assignment of mortgage certified by the appropriate
public recording office or by the title insurance company that
issued the
title policy to be a true and complete copy of the original recorded
intervening assignment of mortgage will be promptly delivered to
the
Custodian upon receipt thereof by the Company; or (ii) in the case
of an
intervening assignment where a public recording office retains
the
original recorded intervening assignment or in the case where an
intervening assignment is lost after recordation in a public recording
office, a copy of such intervening assignment certified by such
public
recording office to be a true and complete copy of the original
recorded
intervening assignment.
|
7.
|
The
original mortgagee policy of title insurance or attorney’s opinion of
title and abstract of title.
|
8.
|
Any
security agreement, chattel mortgage or equivalent executed in
connection
with the Mortgage.
|
9.
|
The
original hazard insurance policy and, if required by law, flood
insurance
policy, in accordance with Section 4.10 of the
Agreement.
|
10.
|
Residential
loan application.
|
11.
|
Mortgage
Loan closing statement.
|
12.
|
Verification
of employment and income.
|
13.
|
Verification
of acceptable evidence of source and amount of
downpayment.
|
14.
|
Credit
report on the Mortgagor.
|
15.
|
Residential
appraisal report.
|
16.
|
Photograph
of the Mortgaged Property.
|
17.
|
Survey
of the Mortgaged Property.
|
18.
|
Copy
of each instrument necessary to complete identification of any
exception
set forth in the exception schedule in the title policy, i.e.,
map or
plat, restrictions, easements, sewer agreements, home association
declarations, etc.
|
19.
|
All
required disclosure statements.
|
20.
|
If
available, termite report, structural engineer’s report, water potability
and septic certification.
|
21.
|
Sales
contract.
|
22.
|
Tax
receipts, insurance premium receipts, ledger sheets, payment history
from
date of origination, insurance claim files, correspondence, current
and
historical computerized data files, and all other processing, underwriting
and closing papers and records which are customarily contained
in a
mortgage loan file and which are required to document the Mortgage
Loan or
to service the Mortgage Loan.
|
In
the
event an Officer’s Certificate of the Company is delivered to the Custodian
because of a delay caused by the public recording office in returning any
recorded document, the Company shall deliver to the Custodian, within 180
days
of the related Closing Date, an Officer’s Certificate which shall (i) identify
the recorded document, (ii) state that the recorded document has not been
delivered to the Custodian due solely to a delay caused by the public recording
office, (iii) state the amount of time generally required by the applicable
recording office to record and return a document submitted for recordation,
and
(iv) specify the date the applicable recorded document will be delivered
to the
Custodian. The Company shall be required to deliver to the Custodian the
applicable recorded document by the date specified in (iv) above. An extension
of the date specified in (iv) above may be requested from the Purchaser,
which
consent shall not be unreasonably withheld.
EXHIBIT
C
MORTGAGE
LOAN DOCUMENTS
The
Mortgage Loan Documents for each Mortgage Loan shall include each of the
following items, which shall be delivered to the Custodian pursuant to Section
2.01 of the Seller’s Warranties and Servicing Agreement to which this Exhibit is
annexed (the “Agreement”):
(a) the
original Mortgage Note bearing all intervening endorsements, endorsed “Pay to
the order of ___________, without recourse” and signed in the name of the
Company by an authorized officer. To the extent that there is no room on
the
face of the Mortgage Note for endorsements, the endorsement may be contained
on
an allonge, if state law so allows. If the Mortgage Loan was acquired by
the
Company in a merger, the endorsement must be by “Countrywide Home Loans, Inc.,
successor by merger to [name of predecessor].” If the Mortgage Loan
was acquired or originated by the Company while doing business under another
name, the endorsement must be by “Countrywide Home Loans, Inc., formerly known
as [previous name]”;
(b) the
original of any guarantee executed in connection with the Mortgage
Note;
(c) the
original Mortgage with evidence of recording thereon, and the original recorded
power of attorney, if the Mortgage was executed pursuant to a power of attorney,
with evidence of recording thereon;
(d) the
originals of all assumption, modification, consolidation or extension
agreements, with evidence of recording thereon;
(e) the
original Assignment of Mortgage for each Mortgage Loan, in form and substance
acceptable for recording, delivered in blank, or the original Assignment
of
Mortgage in recordable form into MERS. If the Mortgage Loan was acquired
by the
Company in a merger, the Assignment of Mortgage must be made by “Countrywide
Home Loans, Inc., successor by merger to [name of predecessor].” If
the Mortgage Loan was acquired or originated by the Company while doing business
under another name, the Assignment of Mortgage must be by “Countrywide Home
Loans, Inc., formerly known as [previous name];”
(f) the
originals of all intervening assignments of mortgage with evidence of recording
thereon, including warehousing assignments, if any;
(g) the
original mortgagee title insurance policy;
(h) such
other documents as the Purchaser may require.
EXHIBIT
D-1
CUSTODIAL
ACCOUNT CERTIFICATION
_____________________,
200_
Countrywide
Home Loans, Inc. hereby certifies that it has established the account described
below as a Custodial Account pursuant to Section 4.04 of the Seller’s Warranties
and Servicing Agreement, dated as of September 1, 2002, Residential Adjustable
Rate Mortgage Loans.
Title
of
Account: Countrywide
Home Loans, Inc. in trust for the Purchaser
Account
Number: _______________
Address
of office or branch
of
the
Company at
which Account is maintained: | |
|
|
|
|
|
|
Countrywide
Home Loans, Inc.
|
||
Company | ||
By: | ||
Name: | ||
Title: |
EXHIBIT
D-2
CUSTODIAL
ACCOUNT LETTER AGREEMENT
_________________,
200_
To:
|
||
|
||
|
||
(the
“Depository”)
|
As
Company under the Seller’s Warranties and Servicing Agreement, dated as of
September 1, 2002, Residential Adjustable Rate Mortgage Loans (the “Agreement”),
we hereby authorize and request you to establish an account, as a Custodial
Account pursuant to Section 4.04 of the Agreement, to be designated as
“[Servicer] in trust for the Purchaser - Residential Adjustable Rate Mortgage
Loans.” All deposits in the account shall be subject to withdrawal
therefrom by order signed by the Company. You may refuse any deposit which
would
result in violation of the requirement that the account be fully insured
as
described below. This letter is submitted to you in duplicate. Please execute
and return one original to us.
[COUNTRYWIDE
HOME LOANS, INC.]
|
||
By: | ||
Name: | ||
Title: | ||
Date: |
The
undersigned, as Depository, hereby certifies that the above described account
has been established under Account Number __________, at the office of the
Depository indicated above, and agrees to honor withdrawals on such account
as
provided above. The full amount deposited at any time in the account will
be
insured by the Federal Deposit Insurance Corporation through the Bank Insurance
Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”).
Depository
|
||
By: | ||
Name: | ||
Title: | ||
Date: |
EXHIBIT
E-1
ESCROW
ACCOUNT CERTIFICATION
__________________,
200_
Countrywide
Home Loans, Inc. hereby certifies that it has established the account described
below as an Escrow Account pursuant to Section 4.06 of the Seller’s Warranties
and Servicing Agreement, dated as of September 1, 2002, Residential Adjustable
Rate Mortgage Loans.
Title
of
Account:
“Countrywide Home Loans, Inc. in trust for the Purchaser and various
Mortgagors.”
Account
Number: _______________
Address
of office or branch
of
the
Company at
which
Account is maintained:
|
||
[COUNTRYWIDE
HOME LOANS, INC.]
|
||
By: | ||
Name: | ||
Title: |
EXHIBIT
E-2
ESCROW
ACCOUNT LETTER AGREEMENT
___________________,
200_
To:
|
||
(the
“Depository”)
|
As
Company under the Seller’s Warranties and Servicing Agreement, dated as of
September 1, 2002 Residential Adjustable Rate Mortgage Loans (the “Agreement”),
we hereby authorize and request you to establish an account, as an Escrow
Account pursuant to Section 4.07 of the Agreement, to be designated as
“[Servicer], in trust for the Purchaser - Residential Adjustable Rate Mortgage
Loans.” All deposits in the account shall be subject to withdrawal
therefrom by order signed by the Company. You may refuse any deposit which
would
result in violation of the requirement that the account be fully insured
as
described below. This letter is submitted to you in duplicate. Please execute
and return one original to us.
[COUNTRYWIDE
HOME LOANS, INC.]
|
||
By: | ||
Name: | ||
Title: | ||
Date: |
The
undersigned, as Depository, hereby certifies that the above described account
has been established under Account Number ______, at the office of the
Depository indicated above, and agrees to honor withdrawals on such account
as
provided above. The full amount deposited at any time in the account will
be
insured by the Federal Deposit Insurance Corporation through the Bank Insurance
Fund (“BIF”) or the Savings Association Insurance Fund (“SAIF”).
Depository
|
||
By: | ||
Name: | ||
Title: | ||
Date: |
EXHIBIT
F
MONTHLY
REMITTANCE ADVICE
EXHIBIT
G
ASSIGNMENT
AND ASSUMPTION
_________________,
200_
ASSIGNMENT
AND ASSUMPTION, dated __________, between __________________________________,
a
___________________ corporation having an office at __________________
(“Assignor”) and _________________________________, a __________________
corporation having an office at __________________ (“Assignee”):
For
and
in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
consideration the receipt and sufficiency of which hereby are acknowledged,
and
of the mutual covenants herein contained, the parties hereto hereby agree
as
follows:
1. The
Assignor hereby grants, transfers and assigns to Assignee all of the right,
title and interest of Assignor, as purchaser, in, to and under that certain
Seller’s Warranties and Servicing Agreement, Residential Adjustable Rate
Mortgage Loans (the “Seller’s Warranties and Servicing Agreement”), dated as of
September 1, 2002, by and between EMC Mortgage Corporation (the “Purchaser”),
and Countrywide Home Loans, Inc. (the “Company”), and the Mortgage Loans
delivered thereunder by the Company to the Assignor.
2. The
Assignor warrants and represents to, and covenants with, the Assignee
that:
a. The
Assignor is the lawful owner of the Mortgage Loans with the full right to
transfer the Mortgage Loans free from any and all claims and encumbrances
whatsoever;
b. The
Assignor has not received notice of, and has no knowledge of, any offsets,
counterclaims or other defenses available to the Company with respect to
the
Seller’s Warranties and Servicing Agreement or the Mortgage Loans;
c. The
Assignor has not waived or agreed to any waiver under, or agreed to any
amendment or other modification of, the Seller’s Warranties and Servicing
Agreement, the Custodial Agreement or the Mortgage Loans, including without
limitation the transfer of the servicing obligations under the Seller’s
Warranties and Servicing Agreement. The Assignor has no knowledge of, and
has
not received notice of, any waivers under or amendments or other modifications
of, or assignments of rights or obligations under, the Seller’s Warranties and
Servicing Agreement or the Mortgage Loans; and
d. Neither
the Assignor nor anyone acting on its behalf has offered, transferred, pledged,
sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage
Loans or any other similar security to, or solicited any offer to buy or
accept
a transfer, pledge or other disposition of the Mortgage Loans, any interest
in
the Mortgage Loans or any other similar security from, or otherwise approached
or negotiated with respect to the Mortgage Loans, any interest in the Mortgage
Loans or any other similar security with, any person in any manner, or made
any
general solicitation by means of general advertising or in any other manner,
or
taken any other action which would constitute a distribution of the Mortgage
Loans under the Securities Act of 1933 (the “33 Act”) or which would render the
disposition of the Mortgage Loans a violation of Section 5 of the 33 Act
or
require registration pursuant thereto.
3. The
Assignee warrants and represents to, and covenants with, the Assignor and
the
Company that:
a. The
Assignee agrees to be bound, as Purchaser, by all of the terms, covenants
and
conditions of the Seller’s Warranties and Servicing Agreement, the Mortgage
Loans and the Custodial Agreement, and from and after the date hereof, the
Assignee assumes for the benefit of each of the Company and the Assignor
all of
the Assignor’s obligations as Purchaser thereunder;
b. The
Assignee understands that the Mortgage Loans have not been registered under
the
33 Act or the securities laws of any state;
c. The
purchase price being paid by the Assignee for the Mortgage Loans are in excess
of $250,000 and will be paid by cash remittance of the full purchase price
within 60 days of the sale;
d. The
Assignee is acquiring the Mortgage Loans for investment for its own account
only
and not for any other person. In this connection, neither the Assignee nor
any
Person authorized to act therefor has offered the Mortgage Loans by means
of any
general advertising or general solicitation within the meaning of Rule 502(c)
of
U.S. Securities and Exchange Commission Regulation D, promulgated under the
1933
Act;
e. The
Assignee considers itself a substantial, sophisticated institutional investor
having such knowledge and experience in financial and business matters that
it
is capable of evaluating the merits and risks of investment in the Mortgage
Loans;
f. The
Assignee has been furnished with all information regarding the Mortgage
Loans that it has requested from the Assignor or the Company;
g. Neither
the Assignee nor anyone acting on its behalf has offered, transferred, pledged,
sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage
Loans or any other similar security to, or solicited any offer to buy or
accept
a transfer, pledge or other disposition of the Mortgage Loans, any interest
in
the Mortgage Loans or any other similar security from, or otherwise approached
or negotiated with respect to the Mortgage Loans, any interest in the Mortgage
Loans or any other similar security with, any person in any manner which
would
constitute a distribution of the Mortgage Loans under the 33 Act or which
would
render the disposition of the Mortgage Loans a violation of Section 5 of
the 33
Act or require registration pursuant thereto, nor will it act, nor has it
authorized or will it authorize any person to act, in such manner with respect
to the Mortgage Loans; and
h. Either:
(1) the Assignee is not an employee benefit plan (“Plan”) within the meaning of
section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”) or a plan (also “Plan”) within the meaning of section 4975(e)(1) of
the Internal Revenue Code of 1986 (“Code”), and the Assignee is not directly or
indirectly purchasing the Mortgage Loans on behalf of, investment manager
of, as
named fiduciary of, as Trustee of, or with assets of, a Plan; or (2) the
Assignee’s purchase of the Mortgage Loans will not result in a prohibited
transaction under section 406 of ERISA or section 4975 of the Code.
i. The
Assignee’s address for purposes of all notices and correspondence related to the
Mortgage Loans and the Seller’s Warranties and Servicing Agreement
is:
|
||
Attention: |
The
Assignee’s wire transfer instructions for purposes of all remittances and
payments related to the Mortgage Loans and the Seller’s Warranties and Servicing
Agreement are:
|
||
IN
WITNESS WHEREOF, the parties have caused this Assignment and Assumption to
be
executed by their duly authorized officers as of the date first above
written.
Assignor
|
Assignee
|
|||
By: | By: | |||
Its: | Its: |
EXHIBIT
H
UNDERWRITING
UIDELINES
EXHIBIT
I
ACKNOWLEDGMENT
AGREEMENT
On
this
____ day of ____________, 200_, EMC Mortgage Corporation, (the “Purchaser”) as
the Purchaser under that certain Seller’s Warranties and Servicing Agreement
dated as of September 1, 2002, (the “Agreement”), does hereby contract with
Countrywide Home Loans Inc. (the “Company”) as Company under the Agreement, for
the servicing responsibilities related to the Mortgage Loans listed on the
related Mortgage Loan Schedule attached hereto. The Company hereby accepts
the
servicing responsibilities transferred hereby and on the date hereof assumes
all
servicing responsibilities related to the Mortgage Loans identified on the
related Mortgage Loan Schedule all in accordance with the Agreement. The
contents of each Servicing File required to be delivered to service the Mortgage
Loans pursuant to the Agreement have been or shall be delivered to the Company
by the Purchaser in accordance with the terms of the Agreement.
With
respect to the Mortgage Loans made subject to the Agreement hereby, the related
Closing Date shall be ___________________.
All
other
terms and conditions of this transaction shall be governed by the
Agreement.
Capitalized
terms used herein and not otherwise defined shall have the meanings set forth
in
the Agreement.
This
Acknowledgment Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original, and all
such
counterparts shall constitute one and the same instrument.
IN
WITNESS WHEREOF, the Purchaser and the Company have caused their names to
be
signed hereto by their respective officers thereunto duly authorized as of
the
day and year first above written.
PURCHASER:
EMC MORTGAGE CORPORATION
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|||
|
By:
|
||
Name: | |||
Title: | |||
SELLER:
COUNTRYWIDE
HOME LOANS, INC.
|
|||
|
By:
|
||
Name: | |||
Title: | |||
AMENDMENT
NUMBER ONE
to
the
SELLER’S
WARRANTIES AND SERVICING AGREEMENT
dated
as
of September 1, 2002
by
and
between
COUNTRYWIDE
HOME LOANS, INC.
Company,
and
EMC
MORTGAGE CORPORATION
Purchaser
This
AMENDMENT NUMBER ONE is made this 1st day of January, 2003, by and between
COUNTRYWIDE HOME LOANS, INC., having an address at 0000 Xxxx Xxxxxxx, Xxxxxxxxx,
Xxxxxxxxxx 00000 (the “Company”) and EMC MORTGAGE CORPORATION, having an address
at Mac Xxxxxx Xxxxx XX, 000 Xxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx
00000-0000(xxx “Purchaser”), to the Seller’s Warranties and Servicing Agreement,
dated as of September 1,2002, by and between the Company and the Purchaser
(the
“Agreement”).
RECITALS
WHEREAS,
the Company and the Purchaser have agreed to amend the Agreement as set forth
herein.
NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, and for the mutual covenants herein contained,
the parties hereto hereby agree as follows:
SECTION
1. Amendments. Effective
as of January 1, 2003, the Agreement is hereby modified by making the following
additions, deletions or modifications:
A)
|
All
references to “Residential Adjustable Rate Mortgage Loans” are hereby
deleted in their entirety and replaced with “Residential Fixed and
Adjustable Rate Mortgage Loans” in the following sections: (i) the cover
page, (ii) Section 4.04, (iii) Section 4.06, (iv) Exhibit D-1, (v)
Exhibit
D-2, (vi) Exhibit E-1, (vii) Exhibit E-2, and (viii) Exhibit
G.
|
B)
|
The
references to “adjustable rate” are hereby deleted and replaced with
“fixed and adjustable rate” in the following sections: (i) the
introductory sentence of the Agreement, and (ii) Section
3.01(i).
|
C)
|
The
definition of “Convertible Mortgage Loan” is hereby deleted in its
entirety.
|
D)
|
The
definition of “5/1 ARM Mortgage Loan” is hereby deleted in its
entirety.
|
E)
|
The
definition of “Gross Margin” is hereby modified by deleting it in its
entirety and replacing it with the
following:
|
Gross
Margin: With respect to each adjustable rate Mortgage Loan, the
fixed percentage amount set forth on the related Mortgage Note, which amount
is
added to the Index in accordance with the terms of the related Mortgage Note
to
determine on each Interest Rate Adjustment Date, the Mortgage Interest Rate
for
such Mortgage Loan.
F)
|
The
definition of “Index” is hereby modified by deleting it in its entirety
and replacing it with the
following:
|
Index: With
respect to any adjustable rate Mortgage Loan, the index identified on the
related Mortgage Loan Schedule and set forth in the related Mortgage Note for
the purpose of calculating the Mortgage Interest Rate thereon.
G)
|
The
definition of “Initial Rate Cap” is hereby modified by deleting it in its
entirety and replacing it with the
following:
|
Initial
Rate Cap: With respect to each adjustable rate Mortgage Loan and
the initial Interest Rate Adjustment Date therefor, a number of percentage
points per annum that is set forth in the related Mortgage Loan Schedule and
in
the related Mortgage Note, which is the maximum amount by which the Mortgage
Interest Rate for such adjustable rate Mortgage Loan may increase or decrease
from the Mortgage Interest Rate in effect immediately prior to such Interest
Rate Adjustment Date.
H)
|
The
definition of “LIBOR Mortgage Loan” is hereby deleted in its
entirety.
|
I)
|
The
definition of “Lifetime Mortgage Interest Rate Cap” is hereby modified by
deleting it in its entirety and replacing it with the
following:
|
Lifetime
Mortgage Interest Rate Cap: With respect to each adjustable rate
Mortgage Loan, the absolute maximum Mortgage Interest Rate payable, above which
the Mortgage Interest Rate cannot be adjusted.
J)
|
The
definition of “Mortgage Interest Rate” is hereby modified by deleting it
in its entirety and replacing it with the
following:
|
Mortgage
Interest Rate: The annual rate at which Interest accrues on any
Mortgage Loan, and with respect to adjustable rate Mortgage Loans, the annual
rate at which Interest accrues as adjusted from time to time in accordance
with
the provisions of the related Mortgage Note and in compliance with the related
Initial Rate Cap, Lifetime Mortgage Interest Rate Cap and Periodic Rate Cap,
if
any, of the related Mortgage Note.
K)
|
The
definition of “Mortgage Loan” is hereby modified by deleting it in its
entirety and replacing it with the
following:
|
Mortgage
Loan: An individual fixed or adjustable rate Mortgage Loan which
is the subject of this Agreement, each Mortgage Loan originally sold and subject
to this Agreement being identified on the Mortgage Loan Schedule, which Mortgage
Loan includes without limitation the Mortgage File, the Monthly Payments,
Principal Prepayments, Liquidation Proceeds, condemnation proceeds, Insurance
Proceeds, REO disposition proceeds, and all other rights, benefits, proceeds
and
obligations arising from or in connection with such Mortgage Loan.
L)
|
The
definition of “Non-Convertible Mortgage Loan” is hereby deleted in its
entirety.
|
M)
|
The
definition of “Servicing Fee Rate” is hereby modified by deleting it in
its entirety and replacing it with the
following:
|
Servicing
Fee Rate: (i) 0.25% per annum with respect to fixed rate Mortgage
Loans and certain adjustable rate Mortgage Loans as specified on the Mortgage
Loan Schedule, (ii) 0.375% per annum with respect to certain adjustable rate
Mortgage Loans as specified on the Mortgage Loan Schedule, and (iii) 0.25%
with
respect to certain adjustable rate Mortgage Loans for the period prior to the
initial Interest Rate Adjustment Date and 0.375% for the period following the
initial Interest Rate Adjustment Date as specified in the Mortgage Loan
Schedule.
N)
|
The
definition of “7/1 ARM Mortgage Loan” is hereby deleted in its
entirety.
|
O)
|
The
definition of “10/1 ARM Mortgage Loan” is hereby deleted in its
entirety.
|
P)
|
The
definition of “3/1 ARM Mortgage Loan” is hereby deleted in its
entirety.
|
Q)
|
The
definition of “Treasury Rate Mortgage Loan” is hereby deleted in its
entirety.
|
R)
|
Section
3.01(c) is hereby modified by deleting the subpart in its entirety
and
replacing it with the following:
|
|
(c)
|
No
Conflicts; No Default. Neither the execution and delivery
of this Agreement, the acquisition of the Mortgage Loans by the Company,
the sale of the Mortgage Loans to the Purchaser or the transactions
contemplated hereby, nor the fulfillment of or compliance with the
terms
and conditions of this Agreement, will conflict with or result in
a breach
of any of the terms, conditions or provisions of the Company’s charter or
by-laws or any legal restriction or any agreement or instrument to
which
the Company is now a party or by which it is bound, or constitute
a
default or result in an acceleration under any of the foregoing,
or result
in the violation of any law, rule, regulation, order, judgment or
decree
to which the Company or its property is subject, or impair the ability
of
the Purchaser to realize on the Mortgage Loans, or impair the value
of the
Mortgage Loans. The Company is not in default, and has received no
notice
of default, under this Agreement;
|
S)
|
Section
3.01(d) is hereby modified by deleting the subpart in its entirety
and
replacing it with the following:
|
|
(d)
|
Ability
to Service. The Company is an approved seller/servicer of
conventional residential mortgage loans for the United States Department
of Housing and Urban Development (“HUD”), Xxxxxx Xxx, Xxxxxxx Mac, or any
successor thereto, with the facilities, procedures, and experienced
personnel necessary for the sound servicing of mortgage loans of
the same
type as the Mortgage Loans. The Company is in good standing to sell
mortgage loans to and service mortgage loans for HUD, Xxxxxx Mae
or
Xxxxxxx Mac, and no event has occurred, including but not limited
to a
change in insurance coverage, which would make the Company unable
to
comply with HUD, Xxxxxx Mae or Xxxxxxx Mac eligibility requirements
or
which would require notification to either HUD, Xxxxxx Mae or Xxxxxxx
Mac;
|
T)
|
The
following shall be inserted as the last sentence of Section
3.02(f):
|
“To
the
best of Company’s knowledge, the Mortgaged Property is free of material damage
;”
U)
|
The
first sentence of Section 3.02(k) is hereby modified by deleting
the
sentence in its entirety and replacing it with the
following:
|
|
(k)
|
Validity
of Mortgage Documents. The Mortgage Note and the Mortgage
are genuine, on forms generally acceptable to Xxxxxx Mae and Xxxxxxx
Mac,
and each is the legal, valid and binding obligation of the maker
thereof
enforceable in accordance with its
terms.
|
V)
|
The
following shall be inserted as the last sentence of Section
3.02(m):
|
“Upon
recordation of the Mortgage Note, Purchaser or its designee will be the owner
of
record of the Mortgage and the indebtedness evidenced by the Mortgage Note.
Upon
the sale of the Mortgage Loans, Purchaser will own such Mortgage Loans free
and
clear of any encumbrance, equity, participation interest, pledge, change, claim
or security interest.”
W)
|
Section
3.02(t) is hereby modified by deleting the subpart in its entirety
and
replacing it with the following:
|
|
(t)
|
Origination;
Payment Terms. The Mortgage Loan was originated by either
i) the Company, which is a FNMA-approved, FHLMC-approved and HUD-approved
mortgage banker, or ii) an entity that is a FNMA-approved, FHLMC-approved
and HUD-approved mortgage banker, or a savings and loan association,
a
savings bank, a commercial bank or similar banking institution which
is
supervised and examined by a Federal or state authority. The Mortgage
Interest Rate for an adjustable rate Mortgage Loan is adjusted as
set
forth in the related Mortgage Note. The Mortgage Note is payable
each
month in monthly installments of principal and interest, with interest
in
arrears, and requires Monthly Payments sufficient to amortize the
original
principal balance of the Mortgage Loan over a term of no more than
30
years. Each convertible Mortgage Loan contains a provision whereby
the
Mortgagor is permitted to convert the Mortgage Loan to a fixed-rate
mortgage loan. No Mortgage Loan has a provision for negative
amortization;
|
X)
|
Section
3.05 is hereby modified by deleting the section in its entirety and
replacing it with the following:
|
Section
3.05 Repurchase
Upon Conversion.
In
the
event the Mortgagor under any convertible Mortgage Loan elects to convert said
Mortgage Loan to a fixed rate mortgage loan, as provided in the related Mortgage
Note, then the Company shall repurchase the related Mortgage Loan in the month
the conversion takes place and in the manner prescribed in Section 3.04 at
the
Repurchase Price.
Y)
|
The
following shall be inserted as the last sentence of Section
9.01:
|
“All
indemnification provisions of this Agreement, including but not limited to
those
set forth in this Section 9.01, shall survive the termination of this
Agreement.”
SECTION
2. Defined
Terms. Any terms capitalized but not otherwise defined herein
shall have the respective meanings set forth in the Agreement.
SECTION
3. Governing
Law. THIS AMENDMENT NUMBER ONE SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE NEW
YORK
GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT
REGARD TO CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
SECTION
4. Counterparts. This
Amendment Number One may be executed by each of the parties hereto on any number
of separate counterparts, each of which shall be an original and all of which
taken together shall constitute one and the same instrument.
SECTION
5. Limited
Effect. Except as amended hereby, the Agreement shall continue in
full force and effect in accordance with its terms. Reference to this Amendment
Number One need not be made in the Agreement or any other instrument or document
executed in connection therewith, or in any certificate, letter or communication
issued or made pursuant to, or with respect to, the Agreement, any reference
in
any of such items to the Agreement being sufficient to refer to the Agreement
as
amended hereby.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the Company and the Purchaser have caused this Amendment Number
One to be executed and delivered by their duly authorized officers as of the
day
and year first above written.
COUNTRYWIDE
HOME LOANS, INC.
(Company)
|
|
By:___________________________________
|
|
Name:
|
|
Title:
|
|
EMC
MORTGAGE CORPORATION
(Purchaser)
|
|
By:___________________________________
|
|
Name:
|
|
Title:
|
This
AMENDMENT No. 2 (the “Amendment”) is made this 1st day of
September,
2004, by and between EMC Mortgage Corporation (the “Purchaser”) and Countrywide
Home Loans, Inc. (the “Company”), to the Seller’s Warranties and Servicing
Agreement dated as of September 1, 2002 (the “SWS Agreement”), by and between
the Purchaser and the Company.
WHEREAS,
the Purchaser and the Company desire to amend the SWS Agreement as set forth
herein.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which are hereby acknowledged, the parties hereto hereby agrees as
follows:
SECTION
1. Defined Terms. Unless otherwise amended by the
terms of this Amendment, terms used in this Amendment shall have the meanings
assigned in the SWS Agreement.
SECTION
2. Amendment. Effective as of September 1, 2004 the
SWS Agreement is hereby amended as follows:
(a) The
following definition of Qualified Depository is modified by adding the word
“fully” to it and now reads as follows:
Qualified
Depository: A depository the accounts of which are fully insured by the FDIC
through BIF or SAIF or the debt obligations of which are rated AA (or the
equivalent rating category) or better by a national recognized statistical
rating organization.
(b) The
following definition is added to Article I of the SWS Agreement:
Master
Servicer: Xxxxx Fargo Bank, National Association, or its
successors in interest.
(c) The
definition of Business Day is deleted in its entirety and replaced with the
following:
Business
Day: Any day other than: (i) a Saturday or Sunday, or (ii) a
legal holiday in the States of New York, California, Texas, Maryland or
Minnesota, or (iii) a day on which banks in the States of New York, California,
Texas, Maryland or Minnesota are authorized or obligated by law or executive
order to be closed.
(d) Clause
(d) of Section 3.01 of the SWS Agreement is deleted in its entirety and replaced
with the following:
(d) Ability
to Service. The Company is an approved servicer of conventional
residential mortgage loans for Xxxxxx Mae or Xxxxxxx Mac, with the facilities,
procedures, and experienced personnel necessary for the sound servicing of
mortgage loans of the same type as the Mortgage Loans. The Company is in good
standing to service mortgage loans for Xxxxxx Mae or Xxxxxxx Mac, and no event
has occurred, including but not limited to a change in insurance coverage,
which
would make the Company unable to comply with Xxxxxx Mae or Xxxxxxx Mac
eligibility requirements or which would require notification to either Xxxxxx
Mae or Xxxxxxx Mac;
(e) Section
3.02(oo) of the SWS Agreement is hereby deleted in its entirety and replaced
with the following:
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(oo)
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No
HOEPA or “High Cost” Loans. No Mortgage Loan is classified
as a “high cost” mortgage loan under the Home Ownership and Equity
Protection Act of 1994, as amended, nor is any Mortgage Loan a “high cost
home,” “covered,” “high risk home” or “predatory” loan 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) or any other statute
or
regulation providing assignee liability to holders of such mortgage
loans.
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(f) The
following representations and warranties are added to Section 3.02 of the SWS
Agreement:
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(xx)
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No
Mortgage Loan originated on or after October 1, 2002 through March
6, 2003
is secured by Mortgaged Property located in the State of
Georgia;
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(yy)
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No
Mortgage Loan originated on or after March 7, 2003 is a “high cost home
loan” as defined under the Georgia Fair Lending
Act;
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(zz)
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With
respect to each Mortgage Loan, accurate and complete information
regarding
the borrower credit files related to such Mortgage Loan has been
furnished
on a monthly basis to credit reporting agencies in compliance with
the
provisions of the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., and
the applicable implementing
regulations.
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(g) The
following shall be added as the second sentence of the third paragraph of
Section 4.01 of the SWS Agreement:
In
addition, the Company shall furnish information regarding the borrower credit
files related to such Mortgage Loan to credit reporting agencies in compliance
with the provisions of the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq.,
and the applicable implementing regulations, on a monthly basis.
(h) Section
6.04 of the SWS Agreement is deleted in its entirety and replaced with the
following:
Section
6.04 Annual
Statement as to Compliance.
The
Company will deliver to the Master Servicer on or before March 15 of each year,
beginning with March 15, 2005 an Officer’s Certificate in a form acceptable for
filing with the Securities and Exchange Commission as an exhibit to a Form
10-K
stating that (i) a review of the activities of the Company during the preceding
calendar year and of performance under this Agreement has been made under such
officer’s supervision, (ii) the Company has fully complied with the servicing
provisions of this Agreement and (iii) to the best of such officer’s knowledge,
based on such review, the Company has fulfilled all of its obligations under
this Agreement throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to such
officer and the nature and status thereof. (“Annual Statement of
Compliance”)
(i) Section
6.05 of the SWS Agreement is deleted in its entirety and replaced with the
following:
Section
6.05 Annual
Independent Certified Public Accountants’ Servicing Report.
On
or
before March 15 of each year, beginning with March 15, 2005, the Company at
its
expense shall cause a firm of independent public accountants which is a member
of the American Institute of Certified Public Accountants to furnish a statement
to the Master Servicer in a form acceptable for filing with the Securities
and
Exchange Commission as an exhibit to a Form 10-K to the effect that such firm
has examined certain documents and records relating to the servicing of mortgage
loans by the Company generally that include a sampling of the Mortgage Loans,
the provisions of Article II and Article IV of this Agreement have been complied
with and, on the basis of such an examination conducted substantially in
accordance with the Uniform Single Attestation Program for Mortgage Bankers,
such servicing has been conducted in compliance with this Agreement, except
for
(i) such exceptions as such firm shall believe to be immaterial, and (ii) such
other exceptions as shall be set forth in such statement. (“Annual
Independent Public Accountant’s Servicing Report”)
(j) The
following is added as Section 6.07 of the SWS Agreement:
Section
6.07 Annual
Certification.
(a) For
so long as (1) the Mortgage Loans are being master serviced by the Master
Servicer and (2) the Master Servicer is required by Section 302 of the
Xxxxxxxx-Xxxxx Act of 2002 to provide an annual certification, by March 15th
of
each year, beginning with March 15, 2005 (or if not a Business Day, the
immediately preceding Business Day), an officer of the Company shall execute
and
deliver an Officer’s Certificate to the Master Servicer for the benefit of such
Master Servicer and its officers, directors and affiliates, certifying as to
the
following matters:
(i) Based
on my knowledge, the information in the Annual Statement of Compliance, the
Annual Independent Public Accountant’s Servicing Report and all servicing
reports, officer’s certificates and other information relating to the servicing
of the Mortgage Loans submitted to the Master Servicer taken as a whole, does
not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading as of the last day of the period
covered by such statements or reports;
(ii) Based
on my knowledge, the servicing information required to be provided to the Master
Servicer by the Company under this Servicing Agreement has been provided to
the
Master Servicer;
(iii) I
am responsible for reviewing the activities performed by the Company under
the
Servicing Agreement and based upon my knowledge and the review required by
this
Servicing Agreement, and except as disclosed in the Annual Statement of
Compliance or the Annual Independent Public Accountant’s Servicing Report
submitted to the Master Servicer, the Servicer has, as of the last day of the
period covered by the Annual Statement of Compliance, fulfilled its obligations
under this Servicing Agreement; and
(iv) I
have disclosed to the Master Servicer all significant deficiencies relating
to
the Company’s compliance with the minimum servicing standards in accordance with
a review conducted in compliance with the Uniform Single Attestation Program
for
Mortgage Bankers or similar standard as set forth in the Servicing
Agreement.
(b) The
Company shall indemnify and hold harmless the Master Servicer and its officers,
directors, agents and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments and other costs and expenses arising out of or based upon a breach
by
the Company or any of its officers, directors, agents or affiliates of its
obligations under this Section 6.07 or the negligence, bad faith or willful
misconduct of the Company in connection therewith. If the indemnification
provided for herein is unavailable in whole or in part for any reason, then
the
Company agrees that it shall contribute to the amount paid or payable by the
Master Servicer as a result of the losses, claims, damages or liabilities of
the
Master Servicer in such proportion as is appropriate to reflect the relative
fault of the Company, in connection with a breach of the Company’s obligations
under this Section 6.07 or the Company’s negligence, bad faith or willful
misconduct in connection therewith.
(k) Section
10.01 is hereby modified by adding the word “or” at the end of clause (ix)
thereof and inserting the following as clause (x):
(x) failure
by the Company to duly perform, within the required time period, its obligations
under Section 6.04, 6.05 or 6.07 which failure continues unremedied for a period
of ten (10) days after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Company by
any
party to this Servicing Agreement or by any master servicer responsible for
master servicing the Mortgage Loans pursuant to a securitization of such
Mortgage Loans.
(l) Section
12.03 of the SWS Agreement is deleted in its entirety and replaced with the
following:
Section
12.03 Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York without giving effect to principles of conflicts of laws
and
except to the extent preempted by Federal law and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such
laws.
SECTION
3. Effect of Amendment. Upon execution of this
Amendment, the SWS Agreement shall be, and be deemed to be, modified and amended
in accordance herewith and the respective rights, limitations, obligations,
duties, liabilities and immunities of the Purchaser and the Company shall
hereafter be determined, exercised and enforced subject in all respects to
such
modifications and amendments, and all the terms and conditions of this Amendment
shall be deemed to be part of the terms and conditions of the SWS Agreement
for
any and all purposes. Except as modified and expressly amended by this
Amendment, the SWS Agreement is in all respects ratified and confirmed, and
all
the terms, provisions and conditions thereof shall be and remain in full force
and effect.
SECTION
4. Binding Effect. The provisions of this Amendment
shall be binding upon and inure to the benefit of the respective successors
and
assigns of the parties hereto, and all such provisions shall inure to the
benefit of the Purchaser and the Company.
SECTION
5. Severability of Provisions. If any one or more of the
provisions or terms of this Amendment shall be for any reason whatsoever held
invalid, then such provisions or terms shall be deemed severable from the
remaining provisions or terms of this Amendment and shall in no way affect
the
validity or enforceability of the other provisions or terms of this
Amendment.
SECTION
6. Section Headings. The section headings herein are for
convenience of reference only, and shall not limit or otherwise affect the
meaning hereof.
SECTION
7. Execution in
Counterparts. This
Amendment may be executed by the parties hereto in several counterparts, each
of
which shall be executed by the parties hereto and be deemed an original and
all
of which shall constitute together by one and the same agreement.
SECTION
8. Governing
Law. THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
IN
WITNESS WHEREOF, the parties have caused this Amendment to the SWS Agreement
to
be executed by their respective officers thereunto duly authorized as of the
day
and year first above written.
EMC
MORTGAGE CORPORATION
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By:
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Name:
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Title:
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COUNTRYWIDE
HOME LOANS, INC.
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By:
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Name:
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Title:
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EXECUTION
VERSION
AMENDMENT
REG AB
TO
THE
MASTER MORTGAGE LOAN PURCHASEAND SERVICING AGREEMENT
This
is
Amendment Reg AB (“Amendment Reg AB”), dated as of January 1, 2006, by
and between EMC Mortgage Corporation (the “Purchaser”), and
Countrywide Home Loans, Inc. (the “Company”) to that certain Seller’s
Warranties and Servicing Agreement dated as of September 1, 2002 by and between
the Company and the Purchaser (as amended, modified or supplemented, the
“Existing Agreement”).
W
I T N E
S S E T H
WHEREAS,
the Company and the Purchaser have agreed, subject to the terms and conditions
of this Amendment Reg AB that the Existing Agreement be amended to reflect
agreed upon revisions to the terms of the Existing Agreement.
Accordingly,
the Company and the Purchaser hereby agree, in consideration of the mutual
premises and mutual obligations set forth herein, that the Existing Agreement
is
hereby amended as follows:
1. Capitalized
terms used herein but not otherwise defined shall have the meanings set forth
in
the Existing Agreement. The Existing Agreement is hereby amended by
adding the following definitions in their proper alphabetical
order:
Commission: The
United States Securities and Exchange Commission.
Company
Information: As defined in Section 2(g)(i)(A)(1).
Depositor: The
depositor, as such term is defined in Regulation AB, with respect to any
Securitization Transaction.
Exchange
Act: The
Securities Exchange Act of 1934, as amended.
Master
Servicer: With
respect to any Securitization Transaction, the “master servicer,” if any,
identified in the related transaction documents.
Qualified
Correspondent: Any Person from which the Company purchased
Mortgage Loans, provided that the following conditions are
satisfied: (i) such Mortgage Loans were either (x) originated
pursuant to an agreement between the Company and such Person that contemplated
that such Person would underwrite mortgage loans from time to time, for sale
to
the Company, in accordance with underwriting guidelines designated by the
Company (“Designated Guidelines”) or guidelines that do not vary materially from
such Designated Guidelines or (y) individually re-underwritten by the Company
to
the Designated Guidelines at the time such Mortgage Loans were acquired by
the
Company; (ii) either (x) the Designated Guidelines were, at the time such
Mortgage Loans were originated, used by the Company in origination of mortgage
loans of the same type as the Mortgage Loans for the Company’s own account or
(y) the Designated Guidelines were, at the time such Mortgage Loans were
underwritten, designated by the Company on a consistent basis for use by lenders
in originating mortgage loans to be purchased by the Company; and (iii) the
Company employed, at the time such Mortgage Loans were acquired by the Company,
pre-purchase or post-purchase quality assurance procedures (which may involve,
among other things, review of a sample of mortgage loans purchased during a
particular time period or through particular channels) designed to ensure that
either Persons from which it purchased mortgage loans properly applied the
underwriting criteria designated by the Company or the Mortgage Loans purchased
by the Company substantially comply with the Designated Guidelines.
Reconstitution: Any
Securitization Transaction or Whole Loan Transfer.
Reconstitution
Agreement: An agreement or agreements entered into by the Company
and the Purchaser and/or certain third parties in connection with a
Reconstitution with respect to any or all of the Mortgage Loans serviced under
the Agreement.
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.
Securities
Act: The Securities Act
of 1933,
as amended.
Securitization
Transaction: Any transaction subject to Regulation AB involving
either (1) a sale or other transfer of some or all of the Mortgage Loans
directly or indirectly to an issuing entity in connection with an issuance
of
publicly offered, rated or unrated mortgage-backed securities or (2) an issuance
of publicly offered, rated or unrated securities, the payments on which are
determined primarily by reference to one or more portfolios of residential
mortgage loans consisting, in whole or in part, of some or all of the Mortgage
Loans.
Servicer: As
defined
in Section 2(c)(iii).
Servicing
Criteria: The “servicing criteria” set forth in Item 1122(d) of
Regulation AB, as such may be amended from time to time.
Static
Pool
Information: Static pool information as described in Item 1105 of
Regulation AB.
Subcontractor: Any
vendor, subcontractor or other Person that is not responsible for the overall
servicing (as “servicing” is commonly understood by participants in the
mortgage-backed securities market) of Mortgage Loans but performs one or more
discrete functions identified in Item 1122(d) of Regulation AB with respect
to
Mortgage Loans under the direction or authority of the Company or a
Subservicer.
Subservicer: Any
Person that services Mortgage Loans on behalf of the Company or any Subservicer
and is responsible for the performance (whether directly or through Subservicers
or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Company under this Agreement or any
Reconstitution Agreement that are identified in Item 1122(d) of Regulation
AB;
provided, however, that the term “Subservicer” shall not include any master
servicer other than the Company, or any special servicer engaged at the request
of a Depositor, Purchaser or investor in a Securitization Transaction, nor
any
“back-up servicer” or trustee performing servicing functions on behalf of a
Securitization Transaction engaged at the request of a Depositor, Purchaser,
or
investor in a Securitization Transaction.
Third-Party
Originator: Each Person, other than a Qualified Correspondent,
that originated Mortgage Loans acquired by the Company.
Whole
Loan
Transfer: Any sale or transfer of some or all of the Mortgage
Loans, other than a Securitization Transaction.
2. The
Purchaser and the Company agree that the Existing Agreement is hereby amended
by
adding the following provisions:
(a) Intent
of the Parties; Reasonableness.
The
Purchaser and the Company acknowledge and agree that the purpose of Article
2 of
this Agreement is to facilitate compliance by the Purchaser and any Depositor
with the provisions of Regulation AB and related rules and regulations of the
Commission. Neither the Purchaser nor any Depositor shall 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 thereunder. Although Regulation AB is applicable by its
terms only to offerings of asset-backed securities that are registered under
the
Securities Act, the parties acknowledges that investors in privately offered
securities may require that the Purchaser or any Depositor provide comparable
disclosure in unregistered offerings. The parties agree over time to
negotiate in good faith with respect to the provision of comparable disclosure
in private offerings. The Company 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. The Company
agrees to negotiate in good faith with the Purchaser or any Depositor with
regard to any reasonable requests for delivery of information under these
provisions on the basis of evolving interpretations of Regulation
AB. In connection with
any Securitization Transaction, the Company shall cooperate fully with the
Purchaser to deliver to the Purchaser (including any of its assignees or
designees) and any Depositor, any and all statements, reports, certifications,
records and any other information necessary to permit the Purchaser or such
Depositor to comply with the provisions of Regulation AB, together with such
disclosures relating to the Company, and any parties or items identified in
writing by the Purchaser, including, any Subservicer, any Third-Party Originator
and the Mortgage Loans, or the servicing of the Mortgage Loans necessary in
order to effect such compliance, in the Purchaser’s or Depositor’s reasonable
determination.
The
Purchaser agrees that it will
cooperate with the Company and provide sufficient and timely notice of any
information requirements pertaining to a Securitization
Transaction. The Purchaser will make all reasonable efforts to limit
requests for information, reports or any other materials to items the Purchaser
reasonably believes is required for compliance with Regulation AB, and shall
not
request information which is not required for such
compliance.
(b) Additional
Representations and Warranties of the Company.
(i) The
Company shall be deemed to represent to the Purchaser and to any Depositor,
as
of the date on which information is first provided to the Purchaser or any
Depositor under Section 2(c) that, except as disclosed in writing to the
Purchaser or such Depositor prior to such date: (i) the Company is not aware
and has not
received notice that any default, early amortization or other performance
triggering event has occurred as to any other securitization due to any act
or
failure to act of the Company; (ii) the Company has not been terminated
as servicer in a residential mortgage loan securitization, either due to a
servicing default or to application of a servicing performance test or trigger;
(iii) no material
noncompliance with the
applicable servicing criteria with respect to
other securitizations of residential mortgage loans involving the Company as
servicer has been disclosed or
reported by the Company; (iv) no material changes to the Company’s
policies or procedures with respect to the servicing function it will perform
under this Agreement and any Reconstitution Agreement for mortgage loans of
a
type similar to the Mortgage Loans
have occurred during the three-year period immediately preceding the related
Securitization Transaction; (v) there are no aspects of the Company’s financial
condition that could have a material adverse effect on the performance by
the Company of its servicing obligations under this Agreement or any
Reconstitution Agreement; (vi)
there are no material legal or governmental proceedings pending (or known
to be contemplated) against the Company, any Subservicer or any Third-Party
Originator; and (vii) there are no
affiliations, relationships or transactions relating to the Company, any
Subservicer or any Third-Party Originator with respect to any Securitization
Transaction and any party thereto identified by the related Depositor of a
type
described in Item 1119 of Regulation AB.
(ii) If
so requested by the Purchaser or any
Depositor on any date following the date on which information is first
provided to the Purchaser or any Depositor under Section 2(c), the Company shall, within five
Business
Days following such request, confirm in writing the accuracy of the
representations and warranties set forth in paragraph (i) of this Section or,
if
any such representation and warranty is not accurate as of the date of such
request, provide reasonably adequate disclosure of the pertinent facts, in
writing, to the requesting party.
(c) Information
to Be Provided by the Company.
In
connection with any Securitization Transaction the Company shall (1) within
five
Business Days following request by the Purchaser or any Depositor, provide
to
the Purchaser and such Depositor (or, as applicable, cause each Third-Party
Originator and each Subservicer to provide), in writing reasonably required
for
compliance with Regulation AB, the information and materials specified in
paragraphs (i), (ii), (iii) and (vi) of this Section 2(c), and (2) as promptly
as practicable following notice to or discovery by the Company, provide to
the
Purchaser and any Depositor (as required by Regulation AB) the information
specified in paragraph (iv) of this Section.
(i) If
so requested by the Purchaser or any Depositor, the Company shall provide such
information regarding (x) the Company, as originator of the Mortgage Loans
(including as an acquirer of Mortgage Loans from a Qualified Correspondent,
if
applicable), or (y) as applicable, each Third-Party Originator, and (z) as
applicable, each Subservicer, as is requested for the purpose of compliance
with
Items 1103(a)(1), 1105 (subject to paragraph (b) below), 1110, 1117 and 1119
of
Regulation AB. Such information shall include, at a
minimum:
(A) the
originator’s form of organization;
(B) to
the extent material, a description of the originator’s origination program and
how long the originator has been engaged in originating residential mortgage
loans, which description shall include a discussion of the originator’s
experience in originating mortgage loans of a similar type as the Mortgage
Loans; if material, information regarding the size and composition of the
originator’s origination portfolio; and information that may be material to an
analysis of the performance of the Mortgage Loans, including the originators’
credit-granting or underwriting criteria for mortgage loans of similar type(s)
as the Mortgage Loans and such other information as the Purchaser or any
Depositor may reasonably request for the purpose of compliance with Item
1110(b)(2) of Regulation AB;
(C) a
brief description of any material legal or governmental proceedings pending
(or
known to be contemplated by a governmental authority) against the Company,
each
Third-Party Originator, if applicable, and each Subservicer; and
(D) a
description of any affiliation or relationship between the Company, each
Third-Party Originator, if applicable, each Subservicer and any of the following
parties to a Securitization Transaction, as such parties are identified to
the
Company by the Purchaser or any Depositor in writing or in the related
Reconstitution Agreement within five Business Days in advance of such
Securitization Transaction:
(1) the
sponsor;
(2) the
depositor;
(3) the
issuing entity;
(4) any
servicer;
(5) any
trustee;
(6) any
originator;
(7) any
significant obligor;
(8) any
enhancement or support provider; and
(9) any
other material transaction party.
(ii) If
so requested by the Purchaser or any Depositor, and required by Regulation
AB or
as otherwise agreed upon by the Company, the Purchaser and/or the Depositor,
the
Company shall provide (or, as applicable, cause each Third-Party Originator
to
provide) Static Pool Information with respect to the mortgage loans (of a
similar type as the Mortgage Loans, as reasonably identified by the Purchaser
as
provided below) originated by (a) the Company, if the Company is an originator
of Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified
Correspondent, if applicable), and/or (b) as applicable, each Third-Party
Originator. Such Static Pool Information shall be prepared by the
Company (or, if applicable, the Third-Party Originator) on the basis of its
reasonable, good faith interpretation of the requirements of Item 1105(a)(1)-(3)
of Regulation AB. To the extent that there is reasonably available to
the Company (or Third-Party Originator, as applicable) Static Pool Information
with respect to more than one mortgage loan type, the Purchaser or any Depositor
shall be entitled to specify whether some or all of such information shall
be
provided pursuant to this paragraph. The content of such Static Pool
Information may be in the form customarily provided by the Company, and need
not
be customized for the Purchaser or any Depositor. Such Static Pool
Information for each vintage origination year or prior securitized pool, as
applicable, shall be presented in increments no less frequently than quarterly
over the life of the mortgage loans included in the vintage origination year
or
prior securitized pool. The most recent periodic increment must be as
of a date no later than 135 days prior to the date of the prospectus or other
offering document in which the Static Pool Information is to be included or
incorporated by reference. The Static Pool Information shall be
provided in an electronic format that provides a permanent record of the
information provided, such as a portable document format (pdf) file, or other
such electronic format.
Promptly
following notice or discovery of a material error (as determined in Company’s
sole discretion), in Static Pool Information provided pursuant to the
immediately preceding paragraph (including an omission to include therein
information required to be provided pursuant to such paragraph), the Company
shall provide corrected Static Pool Information to the Purchaser or any
Depositor, as applicable, in the same format in which Static Pool Information
was previously provided to such party by the Company.
If
so requested by the Purchaser or any
Depositor, the Company shall provide (or, as applicable, cause each Third-Party
Originator to provide), at the expense of the requesting party (to the extent
of
any additional incremental expense associated with delivery pursuant to this
Agreement), agreed-upon procedures letters of certified public accountants
pertaining to Static Pool Information relating to prior securitized pools for
securitizations closed on or after January 1, 2006 or, in the case of Static
Pool Information with respect to the Company’s or, if applicable, Third-Party
Originator’s originations or purchases, to calendar months commencing January 1,
2006, as the Purchaser or such Depositor shall reasonably
request. Such statements and letters shall be addressed to and be for
the benefit of such parties as the Purchaser or such Depositor shall designate,
which shall be limited to any Sponsor, any Depositor, any broker dealer acting
as underwriter, placement agent or initial purchaser with respect to a
Securitization Transaction or any other party that is reasonably and customarily
entitled to receive such statements and letters in a Securitization
Transaction. Any such statement or letter may take the form of a
standard, generally applicable document accompanied by a reliance letter
authorizing reliance by the addressees designated by the Purchaser or such
Depositor.
(iii) If
reasonably requested by the Purchaser or any Depositor, the Company shall
provide such information regarding the Company, as servicer of the Mortgage
Loans, and each Subservicer (each of the Company and each Subservicer, for
purposes of this paragraph, a “Servicer”), as is reasonably requested for the
purpose of compliance with Item 1108 of Regulation AB. Such
information shall include, at a minimum:
(A) the
Servicer’s form of organization;
(B) a
description of how long the Servicer has been servicing residential mortgage
loans; a general discussion of the Servicer’s experience in servicing assets of
any type as well as a more detailed discussion of the Servicer’s experience in,
and procedures for, the servicing function it will perform under this Agreement
and any Reconstitution Agreements; information regarding the size, composition
and growth of the Servicer’s portfolio of residential mortgage loans of a type
similar to the Mortgage Loans and information on factors related to the Servicer
that may be material, in the reasonable determination of the Purchaser or any
Depositor, to any analysis of the servicing of the Mortgage Loans or the related
asset-backed securities, as applicable, including, without
limitation:
(1) whether
any prior securitizations of mortgage loans of a type similar to the Mortgage
Loans involving the Servicer have defaulted or experienced an early amortization
or other performance triggering event because of servicing during the three-year
period immediately preceding the related Securitization
Transaction;
(2) the
extent of outsourcing the Servicer utilizes;
(3) whether
there has been previous disclosure of material noncompliance with the applicable
servicing criteria with respect to other securitizations of residential mortgage
loans involving the Servicer as a servicer during the three-year period
immediately preceding the related Securitization Transaction;
(4) whether
the Servicer has been terminated as servicer in a residential mortgage loan
securitization, either due to a servicing default or to application of a
servicing performance test or trigger; and
(5) such
other information as the Purchaser or any Depositor may reasonably request
for
the purpose of compliance with Item 1108(b)(2) of Regulation AB;
(C) a
description of any material changes during the three-year period immediately
preceding the related Securitization Transaction to the Servicer’s policies or
procedures with respect to the servicing function it will perform under this
Agreement and any Reconstitution Agreements for mortgage loans of a type similar
to the Mortgage Loans;
(D) information
regarding the Servicer’s financial condition, to the extent that there is a
material risk that an adverse financial event or circumstance involving the
Servicer could have a material adverse effect on the performance by the Company
of its servicing obligations under this Agreement or any Reconstitution
Agreement;
(E) information
regarding advances made by the Servicer on the Mortgage Loans and the Servicer’s
overall servicing portfolio of residential mortgage loans for the three-year
period immediately preceding the related Securitization Transaction, which
may
be limited to a statement by an authorized officer of the Servicer to the effect
that the Servicer has made all advances required to be made on residential
mortgage loans serviced by it during such period, or, if such statement would
not be accurate, information regarding the percentage and type of advances
not
made as required, and the reasons for such failure to advance;
(F) a
description of the Servicer’s processes and procedures designed to address any
special or unique factors involved in servicing loans of a similar type as
the
Mortgage Loans;
(G) a
description of the Servicer’s processes for handling delinquencies, losses,
bankruptcies and recoveries, such as through liquidation of mortgaged
properties, sale of defaulted mortgage loans or workouts; and
(H) information
as to how the Servicer defines or determines delinquencies and charge-offs,
including the effect of any grace period, re-aging, restructuring, partial
payments considered current or other practices with respect to delinquency
and
loss experience.
(iv) For
the purpose of satisfying its reporting obligation under the Exchange Act with
respect to any class of asset-backed securities, the Company shall (or shall
cause each Subservicer and, if applicable, any Third-Party Originator to) (a)
provide notice within two (2) Business Days to the Purchaser, any Master
Servicer and any Depositor in writing of (1) any merger, consolidation or sale
of substantially all of the assets of the Company, (2) the Company’s entry into
an agreement with a Subservicer to perform or assist in the performance of
any
of the Company’s obligations under the Agreement or any Reconstitution Agreement
that qualifies as an “entry into a material definitive agreement” under Item
1.01 of the form 8-K, and (b) provide prompt notice to the Purchaser, the Master
Servicer and the Depositor of (1) any Event of Default under the terms of the
Agreement or any Reconstitution Agreement to the extent not known by such
Purchaser, Master Servicer or Depositor, and (2) any material litigation or
governmental proceedings involving the Company, any Subservicer or any Third
Party Originator.
(v) To
the extent the Purchaser or any Depositor does not itself have an affiliation
or
relationship required to be disclosed under Item 1119 of Regulation AB that
develops following the closing date of a Securitization Transaction, the Company
shall provide to the Purchaser and any Depositor a description of any such
affiliation or relationship involving the Company, any Subservicer or any
Third-Party Originator no later than 15 calendar days prior to the date the
Depositor is required to file its Form 10-K disclosing such affiliation or
relationship. For purposes of the foregoing, the Company (1) shall be
entitled to assume that the parties to the Securitization Transaction with
whom
affiliations or relations must be disclosed are the same as on the closing
date
if it provides a written request (which may be by e-mail) to the Depositor
or
Master Servicer, as applicable, requesting such confirmation and either obtains
such confirmation or receives no response within three (3) Business Days, (2)
shall not be obligated to disclose any affiliations or relationships that may
develop after the closing date for the Securitization Transaction with any
parties not identified to the Company pursuant to clause (D) of paragraph (i)
of
this Section 2(c), and (3) shall be entitled to rely upon any written
identification of parties provided by the Depositor, the Purchaser or any master
servicer.
(v) As
a condition to the succession to the Company or any Subservicer as servicer
or
subservicer under this Agreement or any applicable Reconstitution Agreement
related thereto by any Person (i) into which the Company or such Subservicer
may
be merged or consolidated, or (ii) which may be appointed as a successor to
the
Company or any Subservicer, the Company shall provide to the Purchaser, any
Master Servicer, and any Depositor, at least 15 calendar days prior to the
effective date of such succession or appointment, (x) written notice to the
Purchaser and any Depositor of such succession or appointment and (y) in
writing, all information reasonably requested by the Purchaser or any Depositor
in order to comply with its reporting obligation under Item 6.02 of Form 8-K
with respect to any class of asset-backed securities.
(vi) Not
later than ten days prior to the deadline for the filing of any distribution
report on Form 10-D in respect of any Securitization Transaction that includes
any of the Mortgage Loans serviced by the Company, the Company shall, to the
extent the Company has knowledge, provide to the party responsible for filing
such report (including, if applicable, the Master Servicer) notice of the
occurrence of any of the following events along with all information, data,
and
materials related thereto as may be required to be included in the related
distribution report on Form 10-D (as specified in the provisions of Regulation
AB referenced below):
(a) any
material modifications, extensions or waivers of Mortgage Loan terms, fees,
penalties or payments during the distribution period or that have cumulatively
become material over time (Item 1121(a)(11) of Regulation AB);
(b) material
breaches of Mortgage Loan representations or warranties or transaction covenants
under the Existing Agreement, as amended herein (Item 1121(a)(12) of Regulation
AB): and
(c) information
regarding any Mortgage Loan changes (such as, additions, substitutions or
repurchases) and any material changes in origination,
underwriting, or other criteria for acquisition or selection of pool assets
(Item 1121(a)(14) of Regulation AB).
(vii) In
addition to such information as the Company, as servicer, is obligated to
provide pursuant to other provisions of this Agreement, if reasonably requested
by the Purchaser or any Depositor, the Company shall provide such information
which is available to the Company, regarding the servicing of the Mortgage
Loans
as is reasonably required to facilitate preparation of distribution reports
in
accordance with Item 1121 of Regulation AB.
(d) Servicer
Compliance Statement.
On
or
before March 5 of each calendar year, commencing in 2007, the Company shall
deliver to the Purchaser and any Depositor a statement of compliance addressed
to the Purchaser and such Depositor and signed by an authorized officer of
the
Company, to the effect that (i) a review of the Company’s servicing activities
during the immediately preceding calendar year (or applicable portion thereof)
and of its performance under the servicing provisions of this Agreement and
any
applicable Reconstitution Agreement during such period has been made under
such
officer’s supervision, and (ii) to the best of such officers’ knowledge, based
on such review, the Company has fulfilled all of its servicing obligations
under
this Agreement and any applicable Reconstitution Agreement in all material
respects throughout such calendar year (or applicable portion thereof) or,
if
there has been a failure to fulfill any such obligation in any material respect,
specifically identifying each such failure known to such officer and the nature
and the status thereof.
(e) Report
on Assessment of Compliance and Attestation.
(i) On
or before March 5 of each calendar year, commencing in 2007, the Company
shall:
(A) deliver
to the Purchaser and any Depositor a report regarding the Company’s assessment
of compliance with the Servicing Criteria during the immediately preceding
calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act
and
Item 1122 of Regulation AB. Such report shall be addressed to the
Purchaser and such Depositor and signed by an authorized officer of the Company,
and shall address each of the applicable Servicing Criteria specified on a
certification substantially in the form of Exhibit A hereto (wherein “investor”
shall mean the Master Servicer) delivered to the Purchaser concurrently with
the
execution of this Agreement;
(B) deliver
to the Purchaser and any Depositor a report of a registered public accounting
firm that attests to, and reports on, the assessment of compliance made by
the
Company and delivered pursuant to the preceding paragraph. Such
attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of
Regulation S-X under the Securities Act and the Exchange Act;
(C) if
required by Regulation AB, cause each Subservicer and each Subcontractor
determined by the Company pursuant to Section 2(f)(ii) to be “participating in
the servicing function” within the meaning of Item 1122 of Regulation AB (each,
a “Participating Entity”), to deliver to the Purchaser and any Depositor an
assessment of compliance and accountants’ attestation as and when provided in
paragraphs (A) and (B) of this Section 2(e)(i); and
(D) deliver
or, if required by Regulation AB, cause each Subservicer and Subcontractor
described in Section 2(e)(i)(C) above to deliver to the Purchaser, Depositor
or
any other Person that will be responsible for signing the certification (a
“Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the
Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on
behalf of an asset-backed issuer with respect to a Securitization Transaction
a
certification, signed by the appropriate officer of the Company, in the form
attached hereto as Exhibit B; provided that such certification delivered by
the
Company may not be filed as an exhibit to, or included in, any filing with
the
Commission.
The
Company acknowledges that the party identified in clause (i)(D) above may rely
on the certification provided by the Company pursuant to such clause in signing
a Sarbanes Certification and filing such with the Commission. Neither
the Purchaser nor any Depositor will request deliver of a certification under
clause (D) above unless the Purchaser, Depositor or any other Person is required
under the Exchange Act to file an annual report on Form 10-K with respect to
an
issuing entity whose asset pool includes Mortgage Loans.
(ii) Each
assessment of compliance provided by a Subservicer pursuant to Section
2(e)(i)(A) shall address each of the applicable Servicing Criteria specified
on
a certification substantially in the form of Exhibit A hereto delivered to
the
Purchaser concurrently with the execution of this Agreement or, in the case
of a
Subservicer subsequently appointed as such, on or prior to the date of such
appointment. An assessment of compliance provided by a Participating
Entity pursuant to Section 2(e)(i)(C) need not address any elements of the
Servicing Criteria other than those specified by the Company pursuant to Section
2(f).
(iii) If
reasonably requested by the Purchaser or any Depositor, the Company shall
provide to the Purchaser, any Master Servicer or any Depositor, evidence of
the
authorization of the person signing any certification or statement pursuant
to
Section 2(d) or 2(e) of this Agreement.
(f) Use
of Subservicers and Subcontractors.
The
Company shall not hire or otherwise utilize the services of any Subservicer
to
fulfill any of the obligations of the Company as servicer under this Agreement
or any related Reconstitution Agreement unless the Company complies with the
provisions of paragraph (i) of this Subsection (f). The Company shall
not hire or otherwise utilize the services of any Subcontractor, and shall
not
permit any Subservicer to hire or otherwise utilize the services of any
Subcontractor, to fulfill any of the obligations of the Company as servicer
under this Agreement or any related Reconstitution Agreement unless the Company
complies with the provisions of paragraph (ii) of this Subsection
(f).
(i) It
shall not be necessary for the Company to seek the consent of the Purchaser
or
any Depositor to the utilization of any Subservicer. If required by
Regulation AB, the Company shall cause any Subservicer used by the Company
(or
by any Subservicer) for the benefit of the Purchaser and any Depositor to comply
with the provisions of this Section and with Sections 2(b), 2(c)(iii), 2(c)(v),
2(d), and 2(e) of this Agreement , and to provide the information required
with
respect to such Subservicer under Section 2(c)(iv) of this
Agreement. The Company shall be responsible for obtaining from each
Subservicer and delivering to the Purchaser and any Depositor any servicer
compliance statement required to be delivered by such Subservicer under Section
2(d), any assessment of compliance and attestation required to be delivered
by
such Subservicer under Section 2(e) and any certification required to be
delivered to the Person that will be responsible for signing the Sarbanes
Certification under Section 2(e) as and when required to be
delivered.
(ii) It
shall not be necessary for the Company to seek the consent of the Purchaser
or
any Depositor to the utilization of any Subcontractor. If required by
Regulation AB, the Company shall promptly upon request provide to the Purchaser
and any Depositor (or any designee of the Depositor, such as a master servicer
or administrator) a written description of the role and function of
each Subcontractor utilized by the Company or any Subservicer, specifying (A)
the identity of each such Subcontractor, (B) which (if any) of such
Subcontractors are Participating Entities, and (C) which elements of the
Servicing Criteria will be addressed in assessments of compliance provided
by
each Participating Entity identified pursuant to clause (B) of this
paragraph.
The
Company shall cause any such Participating Entity used by the Company (or by
any
Subservicer) for the benefit of the Purchaser and any Depositor to comply with
the provisions of Section 2(e) of this Agreement. The Company shall
be responsible for obtaining from each Participating Entity and delivering
to
the Purchaser and any Depositor any assessment of compliance and attestation
and
certificate required to be delivered by such Participating Entity under Section
2(e), in each case as and when required to be delivered.
(g) Indemnification;
Remedies.
(i) The
Company shall indemnify the Purchaser and each of the following parties
participating in a Securitization Transaction: each sponsor and issuing entity;
each Person responsible for the execution or filing of any report required
to be
filed with the Commission with respect to such Securitization Transaction,
or
for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d)
under the Exchange Act with respect to such Securitization Transaction; 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 and employees of each of the foregoing and of
the
Depositor, 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)(1) any
untrue statement of a material fact contained or alleged to be contained in
any
written information, written report, certification or other material provided
under this Amendment Reg AB by or on behalf of the Company, or provided under
this Amendment Reg AB by or on behalf of any Subservicer, Participating Entity
or, if applicable, Third-Party Originator (collectively, the “Company
Information”), or (2) the omission or alleged omission to state in the Company
Information a material fact required to be stated in the Company Information
or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, by way
of clarification, that clause (2) of this paragraph shall be construed
solely by reference to the Company Information and not to any other information
communicated in connection with a sale or purchase of securities, without regard
to whether the Company Information or any portion thereof is presented together
with or separately from such other information;
(B) any
failure by the Company, any Subservicer, any Participating Entity or any
Third-Party Originator to deliver any information, report, certification,
accountants’ letter or other material when and as required under this Amendment
Reg AB, including any failure by the Company to identify pursuant to Section
2(f)(ii) any Participating Entity; or
(C) any
breach by the Company of a representation or warranty set forth in Section
2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii) and made as
of a
date prior to the closing date of the related Securitization Transaction, to
the
extent that such breach is not cured by such closing date, or any breach by
the
Company of a representation or warranty in a writing furnished pursuant to
Section 2(b)(ii) to the extent made as of a date subsequent to such closing
date.
In
the
case of any failure of performance described in clause (i)(B) of this Section,
the Company shall promptly reimburse the Purchaser, any Depositor, as
applicable, and each Person responsible for the execution or filing of any
report required to be filed with the Commission with respect to such
Securitization Transaction, or for execution of a certification pursuant to
Rule
13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
Securitization Transaction, for all costs reasonably incurred by each such
party
in order to obtain the information, report, certification, accountants’ letter
or other material not delivered as required by the Company, any Subservicer,
any
Participating Entity or any Third-Party Originator.
(ii) (A) Any
failure by the Company, any Subservicer, any Participating Entity or any
Third-Party Originator to deliver any information, report, certification,
accountants’ letter or other material when and as required under this Amendment
Reg AB , which continues unremedied for three Business Days after receipt by
the
Company and the applicable Subservicer, Subcontractor, or Third-Party Originator
of written notice of such failure from the Purchaser or Depositor shall, except
as provided in clause (B) of this paragraph, constitute an Event of Default
with
respect to the Company under this Agreement and any applicable Reconstitution
Agreement, and shall entitle the Purchaser or Depositor, as applicable, in
its
sole discretion to terminate the rights and obligations of the Company as
servicer under this Agreement and/or any applicable Reconstitution Agreement
related thereto without payment (notwithstanding anything in this Agreement
or
any applicable Reconstitution Agreement related thereto to the contrary) of
any
compensation to the Company (and if the Company is servicing any of the Mortgage
Loans in a Securitization Transaction, appoint a successor servicer reasonably
acceptable to any Master Servicer for such Securitization Transaction);
provided, however it is understood that the Company shall retain any
rights pursuant to which it may be entitled to receive reimbursement for
unreimbursed Monthly Advances and Servicing Advances made by the Company under
this Agreement and/or any applicable Reconstitution
Agreement. Notwithstanding anything to the contrary set forth herein,
to the extent that any provision of this Agreement and/or any applicable
Reconstitution Agreement expressly provides for the survival of certain rights
or obligations following termination of the Company as servicer, such provision
shall be given effect.
(B) Any
failure by the Company, any Subservicer or any Participating Entity to deliver
any information, report, certification or accountants’ letter required under
Regulation AB when and as required under Section 2(d) or 2(e), including any
failure by the Company to identify a Participating Entity, which continues
unremedied for ten calendar days after the date on which such information,
report, certification or accountants’ letter was required to be delivered shall
constitute an Event of Default with respect to the Company under this Agreement
and any applicable Reconstitution Agreement, and shall entitle the Purchaser
or
Depositor, as applicable, in its sole discretion to terminate the rights and
obligations of the Company as servicer under this Agreement and/or any
applicable Reconstitution Agreement without payment (notwithstanding anything
in
this Agreement to the contrary) of any compensation to the Company;
provided,however it is understood that the Company shall
retain any rights pursuant to which it may be entitled to receive reimbursement
for unreimbursed Monthly Advances and Servicing Advances made by the Company
under this Agreement and/or any applicable Reconstitution
Agreement. Notwithstanding anything to the contrary set forth herein,
to the extent that any provision of this Agreement and/or any applicable
Reconstitution Agreement expressly provides for the survival of certain rights
or obligations following termination of the Company as servicer, such provision
shall be given effect.
(C) The
Company shall promptly reimburse the Purchaser (or any affected designee of
the
Purchaser, such as a master servicer) and any Depositor, as applicable, for
all
reasonable expenses incurred by the Purchaser (or such designee) or such
Depositor as such are incurred, in connection with the termination of the
Company as servicer and the transfer of servicing of the Mortgage Loans to
a
successor servicer. The provisions of this paragraph shall not limit
whatever rights the Company, the Purchaser or any Depositor may have under
other
provisions of this Agreement and/or any applicable Reconstitution Agreement
or
otherwise, whether in equity or at law, such as an action for damages, specific
performance or injunctive relief.
(iii) The
Purchaser agrees to indemnify and hold harmless the Company, any Subservicer,
any Participating Entity, and, if applicable, any Third-Party Originator, 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 and employees of each of the foregoing 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 any untrue statement
or alleged untrue statement of any material fact contained in any filing with
the Commission with respect to a Securitization Transaction or the omission
or
alleged omission to state in any filing with the Commission with respect to
a
Securitization Transaction a material fact required to be stated or necessary
to
be stated in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, in each case to the
extent, but only to the extent, that such untrue statement, alleged untrue
statement, omission, or alleged omission relates to any filing with the
Commission with respect to a Securitization Transaction other than the Company
Information.
(iv) If
the indemnification provided for herein is unavailable or insufficient to hold
harmless the indemnified party, then the indemnifying party agrees that it
shall
contribute to the amount paid or payable by such indemnified party as a result
of any claims, losses, damages or liabilities uncured by such indemnified party
in such proportion as is appropriate to reflect the relative fault of such
indemnified party on the one hand and the indemnifying party on the
other.
(v) This
indemnification shall survive the termination of this Amendment Reg AB or the
termination of any party to this Amendment Reg AB.
3. Notwithstanding
any other provision of this Amendment Reg AB, the Company shall seek the consent
of the Purchaser for the utilization of all Subservicers and Participating
Entities, when required by and in accordance with the terms of the Existing
Agreement.
4. The
Existing Agreement is hereby amended by adding the Exhibits attached hereto
as
Exhibit A and Exhibit B to the end thereto. References in this
Amendment Reg AB to “this Agreement” or words of similar import (including
indirect references to the Agreement) shall be deemed to be references to the
Existing Agreement as amended by this Amendment Reg AB. Except as
expressly amended and modified by this Amendment Reg AB, the Agreement shall
continue to be, and shall remain, in full force and effect in accordance with
its terms. In the event of a conflict between this Amendment Reg AB
and any other document or agreement, including without limitation the Existing
Agreement, this Amendment Reg AB shall control.
5. All
notification pursuant to Section 2(c)(iv) should be sent to:
EMC
Mortgage Corporation
0000
Xxxx
Xxxxx Xxxxx
Xxxxxxxxxx,
XX 00000-0000
Attention: Conduit
Seller Approval Dept.
Facsimile: (000)
000-0000
Email: xxxxxxxxxxxxxx@xxxx.xxx
With
a
copy to:
Bear,
Xxxxxxx & Co. Inc.
000
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx,
Xxxx, XX 00000
Attention: Global
Credit Administration
Facsimile: (000)
000-0000
All
notification pursuant to Section 2(c)(iv)(4) should be sent to:
EMC
Mortgage Corporation
Two
Mac
Xxxxxx Xxxxx
000
Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxx,
XX 00000
Attention: Associate
General Counsel for Loan Administration
Facsimile: (000)
000-0000
With
copies to:
Bear,
Xxxxxxx & Co. Inc.
000
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx,
Xxxx, XX 00000
Attention: Global
Credit Administration
Facsimile: (000)
000-0000
EMC
Mortgage Corporation
0000
Xxxx
Xxxxx Xxxxx
Xxxxxxxxxx,
XX 00000-0000
Attention: Conduit
Seller Approval Dept.
Facsimile: (000)
000-0000
Email: xxxxxxxxxxxxxx@xxxx.xxx
All
notifications to any Master Servicer, to the extent such “Master Servicer” is
Xxxxx Fargo, should be sent to:
UPS/FedEx
Delivery:
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
XX 00000
Attention:
Corporate Trust Group, [Insert Deal Name]
USPS
Delivery:
X.X.
Xxx
00
Xxxxxxxx,
XX 00000
Attention:
Corporate Trust Group, [Insert Deal Name]
6. This
Amendment Reg AB shall be governed by and construed in accordance with the
laws
of the State of New York without reference to its conflict of laws provisions
(other than Section 5-1401 of the General Obligation Law), and the obligations,
rights and remedies of the parties hereunder shall be determined accordance
with
such laws.
7. This
Amendment Reg AB may be executed in one or more counterparts and by different
parties hereto on separate counterparts, each of which, when so executed, shall
constitute one and the same agreement. This Amendment Reg AB will
become effective as of the date first mentioned above. This Amendment Reg AB shall
bind and
inure to the benefit of and be enforceable by the Company and the Purchaser
and
the respective permitted successors and assigns of the Company and the
successors and assigns of the Purchaser.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the parties have caused their names to be signed hereto by
their respective officers thereunto duly authorized as of the day and year
first
above written.
EMC
MORTGAGE CORPORATION
Purchaser
|
|||
|
By:
|
||
Name: | |||
Title: | |||
COUNTRYWIDE
HOME LOANS, INC.
Company
|
|||
|
By:
|
||
Name: | |||
Title: | |||
EXHIBIT
A
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The
assessment of compliance to be delivered by [the Company] [Name of Subservicer]
shall address, at a minimum, the applicable 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.
|
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
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the mortgage loans 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
|
|
Cash
Collection and Administration
|
|
1122(d)(2)(i)
|
Payments
on mortgage loans are deposited into the appropriate custodial bank
accounts and related bank clearing accounts no more than two business
days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
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
|
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
|
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.
|
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
|
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.
|
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 mortgage loans serviced by the
Servicer.
|
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
|
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
|
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
|
|
Pool
Asset Administration
|
|
1122(d)(4)(i)
|
Collateral
or security on mortgage loans is maintained as required by the transaction
agreements or related mortgage loan documents.
|
X
|
1122(d)(4)(ii)
|
Mortgage
loan and related documents are safeguarded as required by the transaction
agreements
|
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
|
1122(d)(4)(iv)
|
Payments
on mortgage loans, including any payoffs, made in accordance with
the
related mortgage loan 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 mortgage loan documents.
|
X
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the mortgage loans 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 mortgage loans
(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
|
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
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period a
mortgage
loan 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 mortgage loans 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 mortgage loans with variable
rates are computed based on the related mortgage loan
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 mortgage loan
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 mortgage loan
documents and state laws; and (C) such funds are returned to the
obligor
within 30 calendar days of full repayment of the related mortgage
loans,
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
|
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.
|
[NAME
OF COMPANY] [NAME OF SUBSERVICER]
|
|||
Date: | |||
|
By:
|
||
Name: | |||
Title: | |||
EXHIBIT
B
FORM
OF
ANNUAL CERTIFICATION
Re:
|
The
[ ]
agreement dated as of [ ], 200[
] (the “Agreement”), among [IDENTIFY
PARTIES]
|
I,
________________________________, the _______________________ of Countrywide
Home Loans, Inc., certify to [the Purchaser], [the Depositor], [Master
Servicer], [Securities Administrator] or [Trustee], and its 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] [Master Servicer] [Securities Administrator]
or [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 the 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]
[Master Servicer] [Securities Administrator] or [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; and
[Intentionally
Left Blank]
(5) The
Compliance Statement required to be delivered by the Company pursuant to this
Agreement, and the Servicing Assessment and Attestation Report required to
be
provided by the Company and by each Subservicer and Participating Entity
pursuant to the Agreement, have been provided to the [Depositor] [Master
Servicer]. Any material instances of noncompliance described in such
reports have been disclosed to the [Depositor] [Master Servicer]. Any
material instance of noncompliance with the Servicing Criteria has been
disclosed in such reports.
Date: | |||
|
By:
|
||
Name: | |||
Title: | |||
EXHIBIT
H-2
EMC
SERVICING AGREEMENT
THIS
IS A
SERVICING AGREEMENT, dated as of August 1, 2007, and is executed between
Structured Asset Mortgage Investments II Inc. (the "Owner") and EMC Mortgage
Corporation (the "Servicer").
W
I T N E
S S E T H :
WHEREAS,
the Owner is the owner of the Mortgage Loans;
WHEREAS,
the Owner and the Servicer wish to prescribe the permanent management, servicing
and control of the Mortgage Loans;
NOW,
THEREFORE, in consideration of the mutual agreements hereinafter set forth,
and
for other good and valuable consideration, the receipt and adequacy of which
is
hereby acknowledged, the Owner and the Servicer agree as follows:
ARTICLE
I
DEFINITIONS
Section
1.01. Defined Terms.
Whenever
used in this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meaning specified in this
Article:
Accepted
Servicing Practices: The procedures, including prudent
collection and loan administration procedures, and the standard of care (i)
employed by prudent mortgage servicers which service mortgage loans of the
same
type as the Mortgage Loans in the jurisdictions in which the related Mortgage
Properties are located or (ii) in accordance with the Xxxxxx Xxx Guide or
Xxxxxxx Mac Guide, subject to any variances negotiated with Xxxxxx Xxx or
Xxxxxxx Mac and subject to the express provisions of this
Agreement. Such standard of care shall not be lower than that the
Servicer customarily employs and exercises in servicing and administering
similar mortgage loans for its own account and shall be in full compliance
with
all federal, state, and local laws, ordinances, rules and
regulations.
Adjustment
Date: As to each ARM Loan, the date on which the Mortgage
Interest Rate is adjusted in accordance with the terms of the related Mortgage
Note.
Agreement: This
Servicing Agreement including all exhibits hereto, amendments hereof and
supplements hereto.
Amounts
Held for Future Distribution: As to any Remittance Date shall be
the total of the amounts held in the Custodial Account on any date of
determination which were received after the Cut-off Date on account of (i)
Liquidation Proceeds and Insurance Proceeds received or made in the month
of
such Remittance Date and Principal Prepayments received after the related
Prepayment Period, and (ii) payments which represent early receipt of scheduled
payments of principal and interest due on a date or dates subsequent to the
related Due Date.
ARM
Loans: First lien, conventional, 1-4 family residential Mortgage Loans with
interest rates which adjust from time to time in accordance with the related
Index and are subject to Periodic Rate Caps and Lifetime Rate Caps and which
may
permit conversion to fixed interest rates.
Business
Day: Any day other than (i) a Saturday or Sunday, or (ii) a
legal holiday in the States of Maryland, Minnesota, New York or the jurisdiction
in which the Servicer conducts its servicing activities, or (iii) a day on
which
banks in the States of Maryland, Minnesota, New York or the jurisdiction
in
which the Servicer conducts its servicing activities are authorized or obligated
by law or executive order to be closed.
Capitalization
Reimbursement Amount: For any Remittance Date, the aggregate of the amounts
added to the Stated Principal Balances of the Mortgage Loans during the
preceding calendar month in connection with the modification of such Mortgage
Loans pursuant to Section 4.01 which amounts represent unreimbursed Monthly
Advances or Servicing Advances owed to the Servicer.
Code: The
Internal Revenue Code of 1986, as it may be amended from time to time, or
any
successor statute thereto, and applicable U.S. Department of the Treasury
regulations issued pursuant thereto.
Commission
or SEC: The Securities and Exchange Commission.
Condemnation
Proceeds: All awards or settlements in respect of a Mortgaged
Property, whether permanent or temporary, partial or entire, by exercise
of the
power of eminent domain or condemnation, to the extent not required to be
released to a Mortgagor in accordance with the terms of the related Mortgage
Loan Documents.
Custodial
Account: One or more demand account or accounts created and
maintained pursuant to Section 4.04 which shall be entitled "BSARM 2007-5
Custodial Account in trust for XXXX XX, Owner of Whole Loan Mortgages and
various Mortgagors" established at a Qualified Depository, each of which
accounts shall be held by such Qualified Depository in a fiduciary capacity,
separate and apart from its funds and general assets.
Custodians: Xxxxx
Fargo Bank, N.A. and Treasury Bank, a Division of Countrywide Bank, FSB,
or such
other custodian as Owner shall designate.
Cut-off
Date: With respect to any Mortgage Loan, the opening of business
on the first day of the month in which the related closing date with respect
to
such Mortgage Loan occurs.
Delinquent: As
defined in the related pooling and servicing agreement.
Depositor:
The depositor, as such term is defined in Regulation AB, with respect to
any
Pass-Through Transfer.
Determination
Date: The 15th day (or if such 15th day is not a Business Day, the Business
Day immediately preceding such 15th day) of the month of the Remittance
Date.
Due
Date: Each day on which payments of principal and interest
are required to be paid in accordance with the terms of the related Mortgage
Note, exclusive of any days of grace.
Due
Period: With respect to each Remittance Date, the period
commencing on the second day of the month preceding the month of such Remittance
Date and ending on the first day of the month of the Remittance
Date.
Escrow
Account: The separate trust account or accounts created and
maintained pursuant to Section 4.06 which shall be entitled "BSARM 2007-5
Escrow
Account, in trust for XXXX XX, Owner of Whole Loan Mortgages and various
Mortgagors" and shall be established at a Qualified Depository, each of which
accounts shall in no event contain funds in excess of the FDIC insurance
limits.
Escrow
Payments: With respect to any Mortgage Loan, the amounts
constituting ground rents, taxes, assessments, water rates, sewer rents,
municipal charges, mortgage insurance premiums, fire and hazard insurance
premiums, condominium charges, and any other payments required to be escrowed
by
the Mortgagor with the mortgagee pursuant to the Mortgage or any other
document.
Event
of Default: Any one of the conditions or circumstances
enumerated in Section 9.01.
Exchange
Act: The Securities Exchange Act of 1934, as
amended.
Xxxxxx
Mae: Xxxxxx Xxx, or any successor thereto.
Xxxxxx
Mae Guide: The Xxxxxx Xxx Selling Guide and the Xxxxxx Mae
Servicing Guide and all amendments or additions thereto.
Fidelity
Bond: A fidelity bond to be maintained by the Servicer pursuant
to Section 4.12.
FIRREA: The
Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as
amended
from time to time.
Xxxxxxx
Mac: Xxxxxxx Mac, or any successor thereto.
Xxxxxxx
Mac Guide: The Xxxxxxx Mac Selling Guide and the Xxxxxxx
Mac Servicing Guide and all amendments or additions thereto.
Full
Principal Prepayment: A Principal Prepayment made by a Mortgagor
of the entire principal balance of a Mortgage Loan.
GAAP: Generally
accepted accounting procedures, consistently applied.
HUD: The
United States Department of Housing and Urban Development or any
successor.
Index: With
respect to each ARM Loan, on the related Adjustment Date, the index used
to
determine the Mortgage Interest Rate on each such ARM Loan.
Insurance
Proceeds: With respect to each Mortgage Loan, proceeds of
insurance policies insuring the Mortgage Loan or the related Mortgaged
Property.
Lifetime
Rate Cap: With respect to each ARM Loan, the maximum
Mortgage Interest Rate over the term of such Mortgage Loan, as specified
in the
related Mortgage Note.
Liquidation
Proceeds: Amounts, other than Insurance Proceeds and
Condemnation Proceeds, received in connection with the liquidation of a
defaulted Mortgage Loan, whether through the sale or assignment of such Mortgage
Loan, trustee's sale, foreclosure sale or otherwise, and any other amounts
received with respect to an REO Property pursuant to Section 4.13.
Margin: With
respect to each ARM Loan, the fixed percentage amount set forth in each related
Mortgage Note which is added to the Index in order to determine the related
Mortgage Interest Rate.
Master
Servicer: EMC Mortgage Corporation, its successors in interest
and assigns, or any successor thereto designated by the Owner.
Monthly
Advance: The aggregate of the advances made by the Servicer
on any Remittance Date pursuant to Section 5.03.
Monthly
Payment: With respect to each Mortgage Loan, the scheduled
monthly payment of principal and interest thereon which is payable by the
related Mortgagor under the related Mortgage Note.
Mortgage: The
mortgage, deed of trust or other instrument securing a Mortgage Note which
creates a first lien on an unsubordinated estate in fee simple in real property
securing the Mortgage Note.
Mortgage
Interest Rate: The annual rate at which interest accrues on
any Mortgage Loan in accordance with the provisions of the related Mortgage
Note, and in the case of an ARM Loan, as adjusted from time to time on each
Adjustment Date for such Mortgage Loan to equal the Index for such Mortgage
Loan
plus the Margin for such Mortgage Loan, and subject to the limitations on
such
interest rate imposed by the Periodic Rate Cap and the Lifetime Rate
Cap.
Mortgage
Loan: An individual Mortgage Loan described herein and as
further identified on the Mortgage Loan Schedule, which Mortgage Loan includes
without limitation the Mortgage Loan Documents, the Monthly Payments, Principal
Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds,
REO Disposition Proceeds, and all other rights, benefits, proceeds and
obligations arising from or in connection with such Mortgage Loan.
Mortgage
Loan Documents: The original mortgage loan legal documents held
by the Custodian.
Mortgage
Loan Remittance Rate: With respect to each Mortgage Loan,
the annual rate of interest remitted to the Owner, which shall be equal to
the
related Mortgage Interest Rate minus the Servicing Fee Rate.
Mortgage
Loan Schedule: The schedule of Mortgage Loans attached hereto as
Exhibit A, such schedule being acceptable to the Owner and the
Servicer.
Mortgage
Note: The note or other evidence of the indebtedness of a
Mortgagor secured by a Mortgage.
Mortgaged
Property: The underlying real property securing repayment of a
Mortgage Note.
Mortgagor: The
obligor on a Mortgage Note.
Net
Liquidation Proceeds: As to any Mortgage Loan, Liquidation
Proceeds net of unreimbursed Servicing Advances, Servicing Fees and Monthly
Advances and expenses incurred by the Servicer in connection with the
liquidation of the Mortgage Loan and the related Mortgaged
Property.
Nonrecoverable
Advance: Any advance previously made by the Servicer pursuant to
Section 5.03 or any Servicing Advance proposed to be made by the Servicer
in
respect of a Mortgage Loan or REO Property which, in the good faith judgment
of
the Servicer, may not be ultimately recoverable by the Servicer from Liquidation
Proceeds or Insurance Proceeds on such Mortgage Loan or REO Property as provided
herein. The determination by the Servicer that it has made a
Nonrecoverable Advance, or that a proposed advance may constitute a
Nonrecoverable Advance, shall be evidenced by an Officer's Certificate of
the
Servicer delivered to the Owner and detailing the reasons for such
determination.
Officer's
Certificate: A certificate signed by the Chairman of the Board,
the Vice Chairman of the Board, the President, a Senior Vice President or
a Vice
President or by the Treasurer or the Secretary or one of the Assistant
Treasurers or Assistant Secretaries of the Servicer, and delivered to the
Owner
as required by this Agreement.
Opinion
of Counsel: A written opinion of counsel, who may be an employee
of the party on behalf of whom the opinion is being given, reasonably acceptable
to the Owner.
Owner: Structured
Asset Mortgage Investments II Inc., its successors in interest and assigns
(including the Trustee in connection with a Pass-Through Transfer).
Partial
Principal Prepayment: A Principal Prepayment by a Mortgagor of a
partial principal balance of a Mortgage Loan.
Pass-Through
Transfer: Any transaction involving either (1) a sale or other transfer of
some or all of the Mortgage Loans directly or indirectly to an issuing entity
in
connection with an issuance of publicly offered or privately placed, rated
or
unrated mortgage-backed securities or (2) an issuance of publicly offered
or
privately placed, rated or unrated securities, the payments on which are
determined primarily by reference to one or more portfolios of residential
mortgage loans consisting, in whole or in part, of some or all of the Mortgage
Loans.
Periodic
Rate Cap: With respect to each ARM Loan, the maximum
increase or decrease in the Mortgage Interest Rate on any Adjustment
Date.
Permitted
Investments: Any one or more of the following obligations or
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)
|
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
any
Trustee or the Master Servicer) and subject to supervision and
examination
by federal and/or state banking authorities, provided that the
commercial
paper and/or the short-term deposit rating and/or the long-term
unsecured
debt obligations or deposits of such depository institution or
trust
company at the time of such investment or contractual commitment
providing
for such investment are rated in one of the two highest rating
categories
by each Rating Agency;
|
|
(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;
|
|
(iv)
|
securities
bearing interest or sold at a discount issued by any corporation
(including any Trustee or the Master Servicer) incorporated under
the laws
of the United States of America or any state thereof that are rated
in one
of the two highest rating categories by 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 Permitted
Investments to exceed 10% of the aggregate outstanding principal
balances and amounts of all the Permitted
Investments;
|
|
(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) which are
rated in one of the two highest rating categories by each Rating
Agency at
the time of such investment;
|
|
(vi)
|
any
other demand, money market or time deposit, obligation, security
or
investment as may be acceptable to each Rating Agency;
and
|
|
(vii)
|
any
money market funds the collateral of which consists of obligations
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 (which may include repurchase obligations secured
by
collateral described in clause (i)) and other securities (including
money
market or common trust funds for which any Trustee or the Master
Servicer
or any affiliate thereof acts as a manager or an advisor) and which
money
market funds are rated in one of the two highest rating categories
by each
Rating Agency;
|
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.
Person: Any
individual, corporation, partnership, joint venture, association, joint-stock
company, limited liability company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Prepayment
Charge: Any prepayment premium, penalty or charge payable by a Mortgagor in
connection with any Principal Prepayment on a Mortgage Loan pursuant to the
terms of the related Mortgage Note.
Prepayment
Interest Excess: With respect to any Remittance Date, for each Mortgage Loan
that was the subject of a Principal Prepayment in full or in part during
the
portion of the related Prepayment Period occurring between the first day
of the
calendar month in which such Remittance Date occurs and the Determination
Date
of the calendar month in which such Remittance Date occurs, an amount equal
to
interest (to the extent received) at the applicable Mortgage Loan Remittance
Rate on the amount of such Principal Prepayment for the number of days
commencing on the first day of the calendar month in which such Remittance
Date
occurs and ending on the last date through which interest is collected from
the
related Mortgagor.
Prepayment
Interest Shortfall: With respect to any Remittance Date, for each such
Mortgage Loan that was the subject of a Principal Prepayment during the portion
of the related Prepayment Period occurring between the first day of the related
Prepayment Period and the last day of the calendar month preceding the month
in
which such Remittance Date occurs, an amount equal to interest (to be paid
by
the Servicer out of its own funds without reimbursement therefor) at the
applicable Mortgage Loan Remittance Rate on the amount of such Principal
Prepayment for the number of days commencing on the date on which the prepayment
is applied and ending on the last day of the calendar month preceding such
Remittance Date.
Prepayment
Period: As to any Remittance Date, (a) in the case of Full Principal
Prepayments, the period commencing on the 16th day of
the month
prior to the month in which the related Remittance Date occurs and ending
on the
15th day of
the
month in which such Remittance Date occurs, and (b) in the case of Partial
Principal Prepayments or other recoveries, the preceding calendar
month.
Primary
Mortgage Insurance Policy: Each primary policy of mortgage
insurance, or any replacement policy therefor obtained by the Servicer pursuant
to Section 4.08.
Prime
Rate: The prime rate of U.S. money center banks as published from time to
time in The Wall Street Journal.
Principal
Prepayment: Any payment or other recovery of principal on a
Mortgage Loan full or partial which is received in advance of its scheduled
Due
Date, including any Prepayment Charge and which is not accompanied by an
amount
of interest representing scheduled interest due on any date or dates in any
month or months subsequent to the month of prepayment. Partial
Principal Prepayments shall be applied in accordance with the terms of the
related Mortgage Note.
Qualified
Appraiser: An appraiser, duly appointed by the Servicer,
who had no interest, direct or indirect in the Mortgaged Property or in any
loan
made on the security thereof, and whose compensation is not affected by the
approval or disapproval of the Mortgage Loan, which appraiser and the appraisal
made by such appraiser both satisfy the requirements of Title XI of FIRREA
and
the regulations promulgated thereunder, all as in effect on the date the
Mortgage Loan was originated.
Qualified
Depository: The Custodian or another depository, the
accounts of which are (i) an 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; provided, that following a downgrade, withdrawal, or suspension
of such
institution's rating above, each account shall promptly (and in any case
within
not more than 30 calendar days) be moved to one or more segregated trust
accounts in the trust department of such institution, or to an account at
another institution that complies with the above requirements, or (ii) a
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
(iii)
any other account acceptable to the Rating Agencies, as evidenced in writing.
Each such account may bear interest unless otherwise specified
herein. This Agreement may be amended to reduce the rating
requirements in clause (i) above pursuant to Section 11.02, provided that,
the
Person requesting such amendment obtains a letter from each Rating Agency
stating that such amendment would not result in the downgrading or withdrawal
of
the respective ratings then assigned to the related securities.
Qualified
Insurer: An insurance company duly qualified as such under
the laws of the states in which the Mortgaged Properties are located, duly
authorized and licensed in such states to transact the applicable insurance
business and to write the insurance provided, approved as an insurer by Xxxxxx
Xxx and Xxxxxxx Mac.
Rating
Agency: Standard & Poor's, a division of The XxXxxx-Xxxx
Companies, Inc., and Fitch Ratings.
Reconstitution
Agreement: Any agreement involving any Pass-Through Transfer or
Whole Loan Transfer.
Regulation
AB: Subpart 229.1100 – Asset Backed Securities (Regulation AB),
17 C.F.R. §§229.1100-229.1123, as 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.
Relief
Act: The Servicemembers
Civil Relief Act,
or similar state or local law.
REMIC: A
"real estate mortgage investment conduit" within the meaning of Section 860D
of
the Code.
REMIC
Provisions: The provisions of the Federal income tax law relating
to a REMIC, which appear at Section 860A through 860G of the Code, and related
provisions, and regulations, rulings or pronouncements promulgated thereunder,
as the foregoing may be in effect from time to time.
Remittance
Date: The Remittance Date shall be the 18th day of any month, or
if such 18th day is not a Business Day, the first Business Day immediately
preceding such 18th day.
REO
Disposition: The final sale by the Servicer of any REO
Property.
REO
Disposition Proceeds: Amounts received by the Servicer in
connection with a related REO Disposition.
REO
Property: A Mortgaged Property acquired by the Servicer on
behalf of the Owner as described in Section 4.13.
XXXX
XX: Structured Asset Mortgage Investments II Inc.
Sarbanes
Certification: A certification required pursuant to The Xxxxxxxx-Xxxxx Act
of 2002 and the rules and regulations of the Commission promulgated thereunder
(including any interpretations or amendments thereof by the Commission’s
staff).
Securities
Act: The Securities Act of 1933, as amended.
Servicer: EMC
Mortgage Corporation, or any of its successors in interest or any successor
under this Agreement appointed as herein provided.
Servicing
Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses (including reasonable attorneys' fees and
disbursements) incurred in the performance by the Servicer of its servicing
obligations relating to each Mortgage Loan, including, but not limited to,
the
cost of (a) the preservation, restoration and protection of the Mortgaged
Property, (b) any enforcement, administrative or judicial proceedings, or
any
legal work or advice specifically related to servicing the Mortgage Loans,
including but not limited to, foreclosures, bankruptcies, condemnations,
drug
seizures, elections, foreclosures by subordinate or superior lienholders,
and
other legal actions incidental to the servicing of the Mortgage Loans (provided
that such expenses are reasonable and that the Servicer specifies the Mortgage
Loan(s) to which such expenses relate), (c) the management and liquidation
of
the Mortgaged Property if the Mortgaged Property is acquired in full or partial
satisfaction of the Mortgage, (d) taxes, assessments, water rates, sewer
rates
and other charges which are or may become a lien upon the Mortgaged Property,
and Primary Mortgage Insurance Policy premiums and fire and hazard insurance
coverage and (e) compliance with the obligations under Section
4.08.
Servicing
Criteria: As of any date of determination, the “servicing
criteria” set forth in Item 1122(d) of Regulation AB, or any amendments thereto,
a summary of the requirements of which as of the date hereof is attached
hereto
as Exhibit H for convenience of reference only. In the event of a
conflict or inconsistency between the terms of Exhibit H and the text of
Item
1122(d) of Regulation AB, the text of Item 1122(d) of Regulation AB shall
control (or those Servicing Criteria otherwise mutually agreed to by the
Owner,
the Servicer and any Person that will be responsible for signing any Sarbanes
Certification with respect to a Pass-Through Transfer in response to evolving
interpretations of Regulation AB and incorporated into a revised Exhibit
H).
Servicing
Fee: With respect to each Mortgage Loan, the amount of the annual
servicing fee the Owner shall pay to the Servicer, which shall, for a period
of
one full month, be equal to one-twelfth of the product of (a) the
applicable Servicing Fee Rate and (b) the outstanding principal balance of
the
Mortgage Loan. Such fee shall be payable monthly, computed on the
basis of the same principal amount and period respecting which any related
interest payment on a Mortgage Loan is computed. The obligation of
the Owner to pay the Servicing Fee is limited to, and the Servicing Fee is
payable from the interest portion of such Monthly Payment collected by the
Servicer or as otherwise provided under Section 4.05.
Servicing
Fee Rate: The Servicing Fee Rate shall be a rate per annum equal
to 0.25%.
Servicing
File: The documents, records and other items pertaining to a
particular Mortgage Loan and any additional documents relating to such Mortgage
Loan as are in, or as may from time to time come into, the Servicer's
possession.
Servicing
Modification: With respect to
any Mortgage Loan that is in default or imminent default or as otherwise
set
forth in Section 4.01, any modification which is effected by the Servicer
in
accordance with the terms of this Agreement that results in any change to
the
payment terms of the Mortgage Loan.
Servicing
Officer: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name appears on a list of servicing officers furnished by the Servicer to
the
Owner upon request, as such list may from time to time be amended.
Stated
Principal Balance: As to each Mortgage Loan as of any date of
determination, (i) the sum of (a) the principal balance of such Mortgage
Loan
after giving effect to payments of principal due and received or for which
a
Monthly Advance has been made and (b) the amount by which the Stated Principal
Balance of the Mortgage Loan has been increased pursuant to a Servicing
Modification, minus (ii) all amounts previously distributed to the Owner
with
respect to the Mortgage Loan representing Principal Prepayments.
Subcontractor:
Any vendor, subcontractor or other Person that is not responsible for the
overall servicing (as “servicing” is commonly understood by participants in the
mortgage-backed securities market) of Mortgage Loans but performs one or
more
discrete functions identified in Item 1122(d) of Regulation AB with respect
to
Mortgage Loans under the direction or authority of the Servicer or a
Subservicer.
Subservicer:
Any Person that services Mortgage Loans on behalf of the Servicer or any
Subservicer and is responsible for the performance (whether directly or through
Subservicers or Subcontractors) of a substantial portion of the material
servicing functions required to be performed by the Servicer under this
Agreement or any Reconstitution Agreement that are identified in Item 1122(d)
of
Regulation AB.
Trustee: The
Person appointed as trustee in connection with any Pass-Through
Transfer.
Whole
Loan Transfer: The sale or transfer of some or all of the
ownership interest in the Mortgage Loans by the Owner to one or more third
parties in whole loan or participation format, which third party may be Xxxxxx
Xxx or Xxxxxxx Mac.
ARTICLE
II
SERVICING
OF MORTGAGE LOANS; POSSESSION OF SERVICING FILES; BOOKS AND RECORDS; DELIVERY
OF
MORTGAGE LOAN DOCUMENTS
Section
2.01. Servicing of Mortgage Loans.
The
Servicer does hereby agree to service the Mortgage Loans in accordance with
the
terms of this Agreement. The rights of the Owner to receive payments
with respect to the Mortgage Loans shall be as set forth in this
Agreement.
Section
2.02. Maintenance of Servicing Files.
The
Servicer shall maintain a Servicing File consisting of all documents necessary
to service the Mortgage Loans. The possession of each Servicing File
by the Servicer is for the sole purpose of servicing the Mortgage Loan, and
such
retention and possession by the Servicer is in a custodial capacity
only. The Servicer acknowledges that the ownership of each Mortgage
Loan, including the Note, the Mortgage, all other Mortgage Loan Documents
and
all rights, benefits, proceeds and obligations arising therefrom or in
connection therewith, has been vested in the Owner. All rights
arising out of the Mortgage Loans including, but not limited to, all funds
received on or in connection with the Mortgage Loans and all records or
documents with respect to the Mortgage Loans prepared by or which come into
the
possession of the Servicer shall be received and held by the Servicer in
trust
for the exclusive benefit of the Owner as the owner of the related Mortgage
Loans. Any portion of the related Servicing Files retained by the
Servicer shall be appropriately identified in the Servicer's computer system
to
clearly reflect the ownership of the related Mortgage Loans by the
Owner. The Servicer shall release its custody of the contents of the
related Servicing Files only in accordance with written instructions of the
Owner, except when such release is required as incidental to the Servicer's
servicing of the Mortgage Loans, such written instructions shall not be
required.
Section
2.03. Books and Records.
The
Servicer shall be responsible for maintaining, and shall maintain, a complete
set of books and records for the Mortgage Loans which shall be appropriately
identified in the Servicer's computer system to clearly reflect the ownership
of
the Mortgage Loan by the Owner. In particular, the Servicer shall
maintain in its possession, available for inspection by the Owner, or its
designee and shall deliver to the Owner upon demand, evidence of compliance
with
all federal, state and local laws, rules and regulations, and requirements
of
Xxxxxx Mae or Xxxxxxx Mac, as applicable, including but not limited to
documentation as to the method used in determining the applicability of the
provisions of the Flood Disaster Protection Act of 1973, as amended, to the
Mortgaged Property, documentation evidencing insurance coverage and eligibility
of any condominium project for approval by Xxxxxx Mae and periodic inspection
reports as required by Section 4.13. To the extent that original
documents are not required for purposes of realization of Liquidation Proceeds
or Insurance Proceeds, documents maintained by the Servicer may be in the
form
of microfilm or microfiche or such other reliable means of recreating original
documents, including but not limited to, optical imagery techniques so long
as
the Servicer complies with the requirements of the Xxxxxx Xxx
Guide.
The
Servicer shall maintain with respect to each Mortgage Loan and shall make
available for inspection by any Owner or its designee the related Servicing File
(or copies thereof) during the time the Owner retains ownership of a Mortgage
Loan and thereafter in accordance with applicable laws and
regulations.
Section
2.04. Transfer of Mortgage Loans.
No
transfer of a Mortgage Loan may be made unless such transfer is in compliance
with the terms hereof. For the purposes of this Agreement, the Servicer shall
be
under no obligation to deal with any person with respect to this Agreement
or
any Mortgage Loan unless a notice of the transfer of such Mortgage Loan has
been
delivered to the Servicer in accordance with this Section 2.04. The
Owner may, subject to the terms of this Agreement, sell and transfer one
or more
of the Mortgage Loans in accordance with Sections 10.02 and 11.12,
provided, however, that the transferee will not be deemed to be an Owner
hereunder binding upon the Servicer unless such transferee shall agree in
writing to be bound by the terms of this Agreement and an assignment and
assumption of this Agreement reasonably acceptable to the
Servicer. The Owner shall advise the Servicer in writing of the
transfer. Upon receipt of notice of the permitted transfer, the
Servicer shall xxxx its books and records to reflect the ownership of the
Mortgage Loans of such assignee, and shall release the previous Owner from
its
obligations hereunder with respect to the Mortgage Loans sold or
transferred.
Section
2.05. Delivery of Mortgage Loan Documents.
The
Servicer shall forward to the Custodian on behalf of the Owner original
documents evidencing an assumption, modification, consolidation or extension
of
any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within
4
week(s) of their execution; provided, however, that the Servicer shall provide
the Custodian on behalf of the Owner with a certified true copy of any such
document submitted for recordation within 4 week(s) after its execution,
and
shall provide the original of any document submitted for recordation or a
copy
of a recorded document if the original is not
available. If delivery is not completed within 180 days solely due to
delays in making such delivery by reason of the fact that such documents
shall
not have been returned by the appropriate recording office, the Servicer
shall
continue to use its best efforts to effect delivery as soon as possible
thereafter.
From
time
to time the Servicer may have a need for Mortgage Loan Documents to be released
by the Custodian. If the Servicer shall require any of the Mortgage
Loan Documents, the Servicer shall notify the Custodian in writing of such
request in the form of the request for release attached hereto as Exhibit
D. The Custodian shall deliver to the Servicer within five (5)
Business Days, any requested Mortgage Loan Document previously delivered
to the
Custodian, provided that such documentation is promptly returned to the
Custodian when the Servicer no longer requires possession of the document,
and
provided that during the time that any such documentation is held by the
Servicer, such possession is in trust for the benefit of the Owner.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES OF THE SERVICER
The
Servicer represents, warrants and covenants to the Owner that as of the date
hereof or as of such date specifically provided herein:
(a) (a)
The Servicer is a validly existing corporation in good standing under the
laws
of the State of its organization and is qualified to transact business in,
is in
good standing under the laws of, and possesses all licenses necessary for
the
conduct of its business in, each state in which any Mortgaged Property is
located or is otherwise exempt or not required under applicable law to effect
such qualification or license and no demand for such qualification or license
has been made upon the Servicer by any such state, and in any event the Servicer
is in compliance with the laws of each such State to the extent necessary
to
ensure the enforceability of each Mortgage Loan and the servicing of the
Mortgage Loans in accordance with the terms of this Agreement;
(b) (b)
The Servicer has full power and authority to execute, deliver and perform,
and
to enter into and consummate all transactions contemplated by this Agreement
and
to conduct its business as presently conducted, has duly authorized the
execution, delivery and performance of this Agreement, has duly executed
and
delivered this Agreement, and this Agreement constitutes a legal, valid and
binding obligation of the Servicer, enforceable against it in accordance
with
its terms subject to bankruptcy laws and other similar laws of general
application affecting rights of creditors and subject to the application
of the
rules of equity, including those respecting the availability of specific
performance;
(c) (c)
None of the execution and delivery of this Agreement, the consummation of
the
transactions contemplated thereby and hereby, or the fulfillment of or
compliance with the terms and conditions of this Agreement will conflict
with
any of the terms, conditions or provisions of the Servicer's articles of
incorporation or by-laws or materially conflict with or result in a breach
of
any of the terms, conditions or provisions of any legal restriction or any
agreement or instrument to which the Servicer is now a party or by which
it is
bound, or constitute a default or result in an acceleration under any of
the
foregoing, or result in the material violation of any law, rule, regulation,
order, judgment or decree to which the Servicer or its property is
subject;
(d) (d)
There is no litigation pending or, to the Servicer's knowledge, threatened
with
respect to the Servicer which is reasonably likely to have a material adverse
effect on the execution, delivery or enforceability of this Agreement, or
which
is reasonably likely to have a material adverse effect on the financial
condition of the Servicer;
(e) (e)
No consent, approval, authorization or order of any court or governmental
agency
or body is required for the execution, delivery and performance by the Servicer
of or compliance by the Servicer with this Agreement or the consummation
of the
transactions contemplated by this Agreement except for consents, approvals,
authorizations and orders which have been obtained;
(f) (f)
The Servicer is an approved seller/servicer of residential mortgage loans
for
Xxxxxx Xxx and Xxxxxxx Mac. The Servicer is in good standing to
service mortgage loans for Xxxxxx Mae and Xxxxxxx Mac and no event has occurred
which would make the Servicer unable to comply with eligibility requirements
or
which would require notification to either Xxxxxx Mae or Xxxxxxx
Mac;
(g) (g) As
of the date of each Pass-Through Transfer, and except as has been otherwise
disclosed to the Owner, the Master Servicer and any Depositor, or disclosed
in
any public filing: (1) no default or servicing related performance trigger
has
occurred as to any other Pass-Through Transfer due to any act or failure
to act
of the Servicer; (2) no material noncompliance with applicable servicing
criteria as to any other Pass-Through Transfer has occurred, been disclosed
or
reported by the Servicer; (3) the Servicer has not been terminated as servicer
in a residential mortgage loan Pass-Through Transfer, either due to a servicing
default or to application of a servicing performance test or trigger; (4)
no
material changes to the Servicer’s servicing policies and procedures for similar
loans have occurred in the preceding three years; (5) there are no aspects
of
the Servicer’s financial condition that could have a material adverse impact on
the performance by the Servicer of its obligations hereunder; (6) there are
no
legal proceedings pending, or known to be contemplated by governmental
authorities, against the Servicer that could be material to investors in
the
securities issued in such Pass-Through Transfer; and (7) there are no
affiliations, relationships or transactions relating to the Servicer of a
type
that are described under Item 1119 of Regulation AB;
(h) (h) If
so requested by the Owner, the Master Servicer or any Depositor on any date,
the
Servicer shall, within five Business Days following such request, confirm
in
writing the accuracy of the representations and warranties set forth in clause
(g) of this Article or, if any such representation and warranty is not accurate
as of the date of such request, provide reasonably adequate disclosure of
the
pertinent facts, in writing, to the requesting party;
(i) (i) Notwithstanding
anything to the contrary in the Agreement, the Servicer shall (or shall cause
each Subservicer) (i) immediately notify the Owner, the Master Servicer and
any
Depositor in writing of (A) any material litigation or governmental proceedings
pending against the Servicer or any Subservicer, (B) any affiliations or
relationships that develop following the closing date of a Pass-Through Transfer
between the Servicer or any Subservicer and any of the parties specified
in
clause (7) of paragraph (g) of this Article (and any other parties identified
in
writing by the requesting party) with respect to such Pass-Through Transfer,
(C)
any Event of Default under the terms of this Agreement or any Reconstitution
Agreement, (D) any merger, consolidation or sale of substantially all
of the assets of the Servicer, and (E) the Servicer’s entry into an agreement
with a Subservicer to perform or assist in the performance of any of the
Servicer’s obligations under this Agreement or any Reconstitution Agreement and
(ii) provide to the Owner and any Depositor a description of such proceedings,
affiliations or relationships;
(j) (j) As
a condition to the succession to the Servicer or any Subservicer as servicer
or
subservicer under this Agreement or any Reconstitution Agreement by any Person
(i) into which the Servicer or such Subservicer may be merged or consolidated,
or (ii) which may be appointed as a successor to the Servicer or any
Subservicer, the Servicer shall provide to the Owner, the Master Servicer
and
any Depositor, at least 15 calendar days prior to the effective date of such
succession or appointment, (x) written notice to the Owner, the Master Servicer
and any Depositor of such succession or appointment and (y) in writing and
in
form and substance reasonably satisfactory to the Owner, the Master Servicer
and
such Depositor, all information reasonably requested by the Owner, the Master
Servicer or any Depositor in order to comply with its reporting obligation
under
Item 6.02 of Form 8-K with respect to any class of asset-backed securities;
and
(k) (k) Servicer
has delivered to the Owner and the
Master Servicer financial statements of its parent, for its last two complete
fiscal years. All such financial information fairly presents the pertinent
results of operations and financial position for the period identified and
has
been prepared in accordance with GAAP consistently applied throughout the
periods involved, except as set forth in the notes thereto. There has
been no change in the servicing policies and procedures, business, operations,
financial condition, properties or assets of the Servicer since the date
of the
Servicer’s financial information that would have a material adverse effect on
its ability to perform its obligations under this Agreement.
ARTICLE
IV
ADMINISTRATION
AND SERVICING OF MORTGAGE LOANS
Section
4.01. Servicer to Act as Servicer.
The
Servicer, as independent contract servicer, shall service and administer
the
Mortgage Loans in accordance with this Agreement and with Accepted Servicing
Practices (giving due consideration to the Owner's reliance on the Servicer),
and shall have full power and authority, acting alone, to do or cause to
be done
any and all things in connection with such servicing and administration which
the Servicer may deem necessary or desirable and consistent with the terms
of
this Agreement and with Accepted Servicing Practices and shall exercise the
same
care that it customarily employs for its own account. In addition,
the Servicer shall furnish information regarding the borrower credit files
related to such Mortgage Loan to credit reporting agencies in compliance
with
the provisions of the Fair Credit Reporting Act and the applicable implementing
regulations. Except as set forth in this Agreement, the Servicer shall service
the Mortgage Loans in accordance with Accepted Servicing Practices in compliance
with the servicing provisions of the Xxxxxx Xxx Guide, which include, but
are
not limited to, provisions regarding the liquidation of Mortgage Loans, the
collection of Mortgage Loan payments, the payment of taxes, insurance and
other
charges, the maintenance of hazard insurance with a Qualified Insurer, the
maintenance of fidelity bond and errors and omissions insurance, inspections,
the restoration of Mortgaged Property, the maintenance of Primary Mortgage
Insurance Policies, insurance claims, and title insurance, management of
REO
Property, permitted withdrawals with respect to REO Property, liquidation
reports, and reports of foreclosures and abandonments of Mortgaged Property,
the
transfer of Mortgaged Property, the release of Mortgage Loan Documents, annual
statements, and examination of records and facilities. In the event
of any conflict, inconsistency or discrepancy between any of the servicing
provisions of this Agreement and any of the servicing provisions of the Xxxxxx
Mae Guide, the provisions of this Agreement shall control and be binding
upon
the Owner and the Servicer. The Owner may, at its option, deliver
powers-of-attorney to the Servicer sufficient to allow the Servicer as servicer
to execute all documentation requiring execution on behalf of Owner with
respect
to the servicing of the Mortgage Loans, including satisfactions, partial
releases, modifications and foreclosure documentation or, in the alternative,
shall as promptly as reasonably possible, execute and return such documentation
to the Servicer.
Consistent
with and in addition to the terms set forth in this Agreement, if a Mortgage
Loan is in default or such default is reasonably foreseeable, the Servicer
may
waive, modify or vary any term of any Mortgage Loan or consent to the
postponement of strict compliance with any such term or in any manner grant
indulgence to any Mortgagor, including without limitation, to (1) capitalize
any
amounts owing on the Mortgage Loan by adding such amount to the outstanding
principal balance of the Mortgage Loan, (2) defer such amounts to a later
date
or the final payment date of such Mortgage Loan, (3) extend the maturity
of any
such Mortgage Loan, (4) amend the related Mortgage Loan to reduce the related
Mortgage Interest Rate with respect to any Mortgage Loan, (5) convert the
Mortgage Interest Rate on any Mortgage Loan from a fixed rate to an adjustable
rate or vice versa, (6) with respect to a Mortgage Loan with an initial fixed
rate period followed by an adjustable rate period, extend the fixed period
and
reduce the adjustable rate period, and/or (7) forgive the amount of any
interest, principal or servicing advances owed by the related Mortgagor;
provided that, in the Servicer's reasonable and prudent determination, such
waiver, modification, postponement or indulgence: (A) is not materially adverse
to the interests of the Owner on a present value basis using reasonable
assumptions (including taking into account any estimated realized loss (as
defined in the related pooling and servicing agreement) that might result
absent
such action); and (B) does not amend the related Mortgage Note to extend
the
maturity thereof later than the date of the Latest Possible Maturity Date
(as
such term is defined in the related pooling and servicing agreement); provided,
further, with respect to any Mortgage Loan that is not in default or if default
is not reasonably foreseeable, unless the Servicer has provided to the Owner
a
certification addressed to the Owner, based on the advice of counsel or
certified public accountants that have a national reputation with respect
to
taxation of REMICs that a modification of such Mortgage Loan will not result
in
the imposition of taxes on or disqualify from REMIC status any of the REMICs
and
has obtained the prior written consent of the Owner, the Servicer shall not
permit any modification with respect to any Mortgage
Loan. Notwithstanding the foregoing, for any waiver, modification,
postponement or indulgence (not including any partial releases, assumptions
of
mortgages or modifications of any Mortgage Loan that is done in connection
with
compliance with the Relief Act) which the Servicer reasonably anticipates
may
result in a realized loss of 20% or more of the outstanding principal balance
of
a Mortgage Loan, the Servicer shall present such proposed waiver, modification,
postponement or indulgence, together with any supporting documentation, to
the
Master Servicer for consideration and approval. The Servicer shall
submit all waivers, modifications or variances of the terms of any Mortgage
Loan
with respect to partial releases, assumptions of mortgages or for modifications
done in furtherance of compliance with Relief Act, together with any supporting
documentation, to the Master Servicer for consideration and approval.
In
connection with any such Servicing Modification, the Servicer may reimburse
itself from the Trust for any outstanding Monthly Advances and Servicing
Advances in the same calendar month as the Servicing Modification to the
extent
that such Monthly Advances or Servicing Advances are reimbursable to the
Servicer and to the extent of the related principal portion of funds available
for the related Distribution Date (as defined in the related pooling and
servicing agreement). To the extent there are not sufficient principal funds
available on the related Distribution Date to reimburse the Servicer for
such
Monthly Advances and Servicing Advances, the Servicer may reimburse itself
on a
first priority basis from related principal funds that are available on future
Distribution Dates. If any mortgagor’s obligation to repay any outstanding
amounts due under the terms of the related Mortgage Loan for which a Monthly
Advance or Servicing Advance has been made by the Servicer is forgiven, any
such
Monthly Advance or Servicing Advance will be treated as a realized loss which
will be incurred on the Distribution Date related to the calendar month during
which the Servicing Modification occurred.
In
the
event of any such waiver, modification, postponement or indulgence which
has
been agreed to in writing by the Owner and which permits the deferral of
interest or principal payments on any Mortgage Loan, the Servicer shall,
on the
Business Day immediately preceding the related Remittance Date in any month
in
which any such principal or interest payment has been deferred, deposit in
the
Custodial Account from its own funds, in accordance with Section 4.04 and
Section 5.03, the difference between (a) such month's principal and one month's
interest at the related Mortgage Loan Remittance Rate on the unpaid principal
balance of such Mortgage Loan and (b) the amount paid by the
Mortgagor. The Servicer shall be entitled to reimbursement for
Monthly Advances and Servicing Advances pursuant to Section 4.05. Without
limiting the generality of the foregoing, the Servicer shall continue, and
is
hereby authorized and empowered, to prepare, execute and deliver, all
instruments of satisfaction or cancellation, or of partial or full release,
discharge and all other comparable instruments, with respect to the Mortgage
Loans and with respect to the Mortgaged Properties.
The
Servicer shall perform all of its servicing responsibilities hereunder or
may
cause a subservicer to perform any such servicing responsibilities on its
behalf, but the use by the Servicer of a subservicer shall not release the
Servicer from any of its obligations hereunder and the Servicer shall remain
responsible hereunder for all acts and omissions of each subservicer as fully
as
if such acts and omissions were those of the Servicer. Any such
subservicer must be a Xxxxxx Xxx approved seller/servicer or a Xxxxxxx Mac
seller/servicer in good standing and no event shall have occurred, including
but
not limited to, a change in insurance coverage, which would make it unable
to
comply with the eligibility requirements for lenders imposed by Xxxxxx Xxx
or
for seller/servicers by Xxxxxxx Mac, or which would require notification
to
Xxxxxx Xxx or Xxxxxxx Mac. The Servicer shall pay all fees and
expenses of each subservicer from its own funds, and a subservicer's fee
shall
not exceed the Servicing Fee.
At
the
cost and expense of the Servicer, without any right of reimbursement from
the
Custodial Account, the Servicer shall be entitled to terminate the rights
and
responsibilities of a subservicer and arrange for any servicing responsibilities
to be performed by a successor subservicer meeting the requirements in the
preceding paragraph, provided, however, that nothing contained herein shall
be
deemed to prevent or prohibit the Servicer, at the Servicer's option, from
electing to service the related Mortgage Loans itself. In the event
that the Servicer's responsibilities and duties under this Agreement are
terminated pursuant to Section 8.04, 9.01 or 10.01, and if requested to do
so by
the Owner, the Servicer shall at its own cost and expense terminate the rights
and responsibilities of each subservicer effective as of the date of termination
of the Servicer. The Servicer shall pay all fees, expenses or
penalties necessary in order to terminate the rights and responsibilities
of
each subservicer from the Servicer's own funds without reimbursement from
the
Owner.
Notwithstanding
any of the provisions of this Agreement relating to agreements or arrangements
between the Servicer and a subservicer or any reference herein to actions
taken
through a subservicer or otherwise, the Servicer shall not be relieved of
its
obligations to the Owner and shall be obligated to the same extent and under
the
same terms and conditions as if it alone were servicing and administering
the
Mortgage Loans. The Servicer shall be entitled to enter into an
agreement with a subservicer for indemnification of the Servicer by the
subservicer and nothing contained in this Agreement shall be deemed to limit
or
modify such indemnification.
Any
subservicing agreement and any other transactions or services relating to
the
Mortgage Loans involving a subservicer shall be deemed to be between such
subservicer and Servicer alone, and the Owner shall have no obligations,
duties
or liabilities with respect to such Subservicer including no obligation,
duty or
liability of Owner to pay such subservicer's fees and expenses. For
purposes of distributions and advances by the Servicer pursuant to this
Agreement, the Servicer shall be deemed to have received a payment on a Mortgage
Loan when a subservicer has received such payment.
Section
4.02. Collection of Mortgage Loan
Payments.
Continuously
from the date hereof until the date each Mortgage Loan ceases to be subject
to
this Agreement, the Servicer will proceed with diligence to collect all payments
due under each Mortgage Loan when the same shall become due and payable and
shall, to the extent such procedures shall be consistent with this Agreement
and
the terms and provisions of related Primary Mortgage Insurance Policy, follow
such collection procedures as it follows with respect to mortgage loans
comparable to the Mortgage Loans and held for its own
account. Further, the Servicer will take reasonable care in
ascertaining and estimating annual ground rents, taxes, assessments, water
rates, fire and hazard insurance premiums, mortgage insurance premiums, and
all
other charges that, as provided in the Mortgage, will become due and payable
to
the end that the installments payable by the Mortgagors will be sufficient
to
pay such charges as and when they become due and payable.
The
Servicer shall not waive any Prepayment Charge unless: (i) the enforceability
thereof shall have been limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors’ rights generally,
(ii) the enforcement thereof is illegal, or any local, state or federal agency
has threatened legal action if the prepayment penalty is enforced, (iii)
the
mortgage debt has been accelerated in connection with a foreclosure or other
involuntary payment or (iv) such waiver is standard and customary in servicing
similar Mortgage Loans and relates to a default or a reasonably foreseeable
default and would, in the reasonable judgment of the Servicer, maximize recovery
of total proceeds taking into account the value of such Prepayment Charge
and
the related Mortgage Loan.
Section
4.03. Realization Upon Defaulted Mortgage
Loans.
The
Servicer shall use its reasonable efforts, consistent with the procedures
that
the Servicer would use in servicing loans for its own account and the
requirements of the Xxxxxx Xxx Guide, to foreclose upon or otherwise comparably
convert the ownership of properties securing such of the Mortgage Loans as
come
into and continue in default and as to which no satisfactory arrangements
can be
made for collection of delinquent payments pursuant to Section 4.01. In
determining the delinquency status of any Mortgage Loan, the Servicer will
apply
the definition of Delinquent as such term is defined under the related pooling
and servicing agreement. The Servicer shall use its reasonable
efforts to realize upon defaulted Mortgage Loans in such manner as will maximize
the receipt of principal and interest by the Owner, taking into account,
among
other things, the timing of foreclosure proceedings. The foregoing is
subject to the provisions that, in any case in which Mortgaged Property shall
have suffered damage, the Servicer shall not be required to expend its own
funds
toward the restoration of such property unless it shall determine in its
discretion (i) that such restoration will increase the proceeds of liquidation
of the related Mortgage Loan to the Owner after reimbursement to itself for
such
expenses, and (ii) that such expenses will be recoverable by the Servicer
through Insurance Proceeds or Liquidation Proceeds from the related Mortgaged
Property, as contemplated in Section 4.05. The Servicer shall be
responsible for all costs and expenses incurred by it in any such proceedings
or
functions as Servicing Advances; provided, however, that it shall be entitled
to
reimbursement therefor as provided in Section 4.05. Notwithstanding
anything to the contrary contained herein, in connection with a foreclosure
or
acceptance of a deed in lieu of foreclosure, in the event the Servicer has
reasonable cause to believe that a Mortgaged Property is contaminated by
hazardous or toxic substances or wastes, or if the Owner otherwise requests
an
environmental inspection or review of such Mortgaged Property, such an
inspection or review is to be conducted by a qualified
inspector. Upon completion of the inspection, the Servicer shall
promptly provide the Owner with a written report of the environmental
inspection. After reviewing the environmental inspection report, the
Owner shall determine how the Servicer shall proceed with respect to the
Mortgaged Property.
Section
4.04.
Establishment
of Custodial Accounts; Deposits in Custodial Accounts.
The
Servicer shall segregate and hold all funds collected and received pursuant
to
each Mortgage Loan separate and apart from any of its own funds and general
assets and shall establish and maintain one or more Custodial
Accounts. Each Custodial Account shall be established with a
Qualified Depository. To the extent such funds are not deposited in a
Custodial Account, such funds may be invested in Permitted Investments for
the
benefit of the Owner (with any income earned thereon for the benefit of the
Servicer). Custodial Accounts will be reconciled within 45 calendar
days after the bank statement cut-off date. Funds deposited in the
Custodial Account may be drawn on by the Servicer in accordance with Section
4.05. The creation of any Custodial Account shall be evidenced by a letter
agreement in the form shown in Exhibit B hereto. The original
of such letter agreement shall be furnished to the Owner upon request. The
Servicer acknowledges and agrees that the Servicer shall bear any losses
incurred with respect to Permitted Investments. The amount of any
such losses shall be immediately deposited by the Servicer in the Custodial
Account, out of the Servicer's own funds, with no right to reimbursement
therefor.
The
Servicer shall deposit in a mortgage clearing account on a daily basis, and
in
the Custodial Account or Accounts no later than 48 hours after receipt and
identification of funds and retain therein the following payments and
collections:
(i) all
payments on account of principal, including Principal Prepayments (exclusive
of
Prepayment Charges) and penalties, on the Mortgage Loans received after the
Cut-off Date;
(ii) all
payments on account of interest on the Mortgage Loans adjusted to the related
Mortgage Loan Remittance Rate received after the Cut-off Date;
(iii) all
Liquidation Proceeds received after the Cut-off Date;
(iv) any
net amounts received by the Servicer after the Cut-off Date in connection
with
any REO Property pursuant to Section 4.13;
(v) all
Insurance Proceeds received after the Cut-off Date including amounts required
to
be deposited pursuant to Sections 4.08 and 4.10, other than proceeds to be
held
in the Escrow Account and applied to the restoration or repair of the Mortgaged
Property or released to the Mortgagor in accordance with the Servicer's normal
servicing procedures, the loan documents or applicable law;
(vi) all
Condemnation Proceeds affecting any Mortgaged Property received after the
Cut-off Date other than proceeds to be held in the Escrow Account and applied
to
the restoration or repair of the Mortgaged Property or released to the Mortgagor
in accordance with the Servicer's normal servicing procedures, the loan
documents or applicable law;
(vii) any
Monthly Advances as provided in Section 5.03;
(viii) any
amounts received after the Cut-off Date and required to be deposited in the
Custodial Account pursuant to Section 6.02; and
(ix) with
respect to each full or partial Principal Prepayment received after the Cut-off
Date, any Prepayment Interest Shortfalls, to the extent of the Servicer's
aggregate Servicing Fee received with respect to the related Due
Period.
The
foregoing requirements for deposit in the Custodial Account shall be exclusive,
it being understood and agreed that, without limiting the generality of the
foregoing, payments in the nature of late payment charges, Prepayment Charges
and assumption fees, to the extent permitted by Section 6.01, and all Prepayment
Interest Excess need not be deposited by the Servicer in the Custodial
Account.
Section
4.05. Permitted Withdrawals From the Custodial
Account.
The
Servicer may, from time to time, make withdrawals from the Custodial Account
for
the following purposes:
(i) to
make payments to the Owner in the amounts and in the manner provided for
in
Section 5.01;
(ii) to
reimburse itself for Monthly Advances, the Servicer's right to reimburse
itself
pursuant to this subclause (ii) being limited to (1) amounts received on
the
related Mortgage Loan which represent late collections (net of the related
Servicing Fees) of principal and/or interest respecting which any such advance
was made and (2) to the extent of
Amounts Held for Future Distributions; provided, however, any such Amounts
Held
For Future Distribution so applied to reimburse the Servicer shall be replaced
by the
Servicer by deposit in the
Custodial Account, no later than the close of business on the Remittance
Date
immediately preceding the Distribution Date on which such funds are required
to
be distributed pursuant to this Agreement and only to the extent there are
not
funds otherwise available in the Custodial Account to make a required
distribution on such Distribution Date;
(iii) to
reimburse itself for unreimbursed Servicing Advances and Monthly Advances,
the
Servicer's right to reimburse itself pursuant to this subclause (iii) with
respect to any Mortgage Loan being limited to (1) Liquidation Proceeds,
Condemnation Proceeds and Insurance Proceeds received after the Cut-off Date
related to such Mortgage Loan; provided, however, the Servicer must provide
documentation to the Master Servicer supporting Servicing Advances related
to
Liquidation Proceeds prior to withdrawing such amounts from the Custodial
Account and (2) to the extent of
Amounts Held for Future Distributions; provided, however, any such Amounts
Held
For Future Distribution so applied to reimburse the Servicer shall be replaced
by the
Servicer by deposit in the
Custodial Account, no later than the close of business on the Remittance
Date
immediately preceding the Distribution Date on which such funds are required
to
be distributed pursuant to this Agreement and only to the extent there are
not
funds otherwise available in the Custodial Account to make a required
distribution on such Distribution Date;
(iv) to
pay to itself as servicing compensation (a) any interest earned on funds
in the
Custodial Account (all such interest to be withdrawn monthly not later than
each
Remittance Date) and (b) the Servicing Fee from that portion of any payment
recovery attributable to interest on a particular Mortgage Loan;
(v) to
reimburse itself for any Nonrecoverable Advances;
(vi) to
transfer funds to another Qualified Depository in accordance with Section
4.09
hereof;
(vii) to
reimburse itself as provided in Section 8.03 hereof;
(viii) to
remove funds inadvertently placed in the Custodial Account in error by the
Servicer;
(ix)
to
reimburse itself for any unreimbursed Monthly Advance or Servicing Advance
made
with respect to a Mortgage Loan for which a Servicing Modification was made
and
any unreimbursed Capitalization Reimbursement Amount, in each case only to
the
extent of any principal funds for any loan group related to such Mortgage
Loans
that are on deposit in the Custodial Account; and
(x) to
clear and terminate the Custodial Account upon the termination of this
Agreement.
Section
4.06. Establishment of Escrow Accounts; Deposits in Escrow
Accounts.
The
Servicer shall segregate and hold all funds collected and received pursuant
to
each Mortgage Loan which constitute Escrow Payments separate and apart from
any
of its own funds and general assets and shall establish and maintain one
or more
Escrow Accounts. Each Escrow Account shall be established with a
Qualified Depository. To the extent such funds are not deposited in
an Escrow Account, such funds may be invested in Permitted
Investments. Funds deposited in an Escrow Account may be drawn on by
the Servicer in accordance with Section 4.07. The creation of any Escrow
Account
shall be evidenced by a letter agreement in the form shown in Exhibit C.
The original of such letter agreement shall be furnished to the Owner upon
request. The Servicer acknowledges and agrees that the Servicer shall
bear any losses incurred with respect to Permitted Investments. The
amount of any such losses shall be immediately deposited by the Servicer
in the
Escrow Account, as appropriate, out of the Servicer's own funds, with no
right
to reimbursement therefor.
The
Servicer shall deposit in a mortgage clearing account on a daily basis, and
in
the Escrow Account or Accounts no later than 48 hours after receipt of funds
and
retain therein:
(i) all
Escrow Payments collected on account of the Mortgage Loans, for the purpose
of
effecting timely payment of any items as are required under the terms of
this
Agreement;
(ii) all
Insurance Proceeds which are to be applied to the restoration or repair of
any
Mortgaged Property; and
(iii) all
Servicing Advances for Mortgagors whose Escrow Payments are insufficient
to
cover escrow disbursements.
The
Servicer shall make withdrawals from an Escrow Account only to effect such
payments as are required under this Agreement, and for such other purposes
as
shall be as set forth in and in accordance with Section 4.07. Except
as provided in Section 4.07, the Servicer shall be entitled to retain any
interest paid on funds deposited in an Escrow Account by the Qualified
Depository.
Section
4.07. Permitted Withdrawals From Escrow
Account.
Withdrawals
from the Escrow Account may be made by the Servicer only:
(i) to
effect timely payments of ground rents, taxes, assessments, water rates,
fire
and hazard insurance premiums, Primary Mortgage Insurance Policy premiums, if
applicable, and comparable items;
(ii) to
reimburse Servicer for any Servicing Advance made by Servicer with respect
to a
related Mortgage Loan but only from amounts received on the related Mortgage
Loan which represent late payments or collections of Escrow Payments
thereunder;
(iii) to
refund to the Mortgagor any funds as may be determined to be
overages;
(iv) for
transfer to the Custodial Account in connection with an acquisition of REO
Property;
(v) for
application to restoration or repair of the Mortgaged Property;
(vi) to
pay to the Servicer, or to the Mortgagor to the extent required by law, any
interest paid on the funds deposited in the Escrow Account;
(vii) to
pay to the Mortgagors or other parties Insurance Proceeds deposited in
accordance with Section 4.06;
(viii) to
remove funds inadvertently placed in an Escrow Account in error by the Servicer;
and
(ix) to
clear and terminate the Escrow Account on the termination of this
Agreement.
As
part
of its servicing duties, the Servicer shall pay to the Mortgagors interest
on
funds in an Escrow Account, to the extent required by law, and to the extent
that interest earned on funds in the Escrow Account is insufficient, shall
pay
such interest from its own funds, without any reimbursement
therefor.
Section
4.08. Payment of Taxes, Insurance and Other Charges,
Maintenance of Primary Mortgage Insurance Policies, Collections
Thereunder.
With
respect to each Mortgage Loan, the Servicer shall maintain accurate records
reflecting the status of ground rents, taxes, assessments, water rates and
other
charges which are or may become a lien upon the Mortgaged Property and the
status of Primary Mortgage Insurance Policy premiums and fire and hazard
insurance coverage and shall obtain, from time to time, all bills for the
payment of such charges, including renewal premiums and shall effect payment
thereof prior to the applicable penalty or termination date and at a time
appropriate for securing maximum discounts allowable, employing for such
purpose
deposits of the Mortgagor in the Escrow Account which shall have been estimated
and accumulated by the Servicer in amounts sufficient for such purposes,
as
allowed under the terms of the Mortgage or applicable law. To the
extent that the Mortgage does not provide for Escrow Payments, the Servicer
shall determine that any such payments are made by the Mortgagor when
due. The Servicer assumes full responsibility for the timely payment
of all such bills and shall effect timely payments of all such bills
irrespective of the Mortgagor's faithful performance in the payment of same
or
the making of the Escrow Payments and shall make advances from its own funds
to
effect such payments.
The
Servicer will maintain in full force and effect Primary Mortgage Insurance
Policies issued by a Qualified Insurer with respect to each Mortgage Loan
for
which such coverage is herein required. Such coverage will be
maintained until the ratio of the current outstanding principal balance of
the
related Mortgage Loan to the appraised value of the related Mortgaged Property,
based on the most recent appraisal of the Mortgaged Property performed by
a
Qualified Appraiser, such appraisal to be included in the Servicing File,
is
reduced to an amount for which Xxxxxx Mae no longer requires such insurance
to
be maintained. The Servicer will not cancel or refuse to renew any
Primary Mortgage Insurance Policy that is required to be kept in force under
this Agreement unless a replacement Primary Mortgage Insurance Policy for
such
canceled or nonrenewed policy is obtained from and maintained with a Qualified
Insurer. The Servicer shall not take any action which would result in
noncoverage under any applicable Primary Mortgage Insurance Policy of any
loss which, but for the actions of the Servicer would have been covered
thereunder. In connection with any assumption or substitution
agreement entered into or to be entered into pursuant to Section 6.01, the
Servicer shall promptly notify the insurer under the related Primary Mortgage
Insurance Policy, if any, of such assumption or substitution of liability
in
accordance with the terms of such policy and shall take all actions which
may be
required by such insurer as a condition to the continuation of coverage under
the Primary Mortgage Insurance Policy. If such Primary Mortgage
Insurance Policy is terminated as a result of such assumption or substitution
of
liability, the Servicer shall obtain a replacement Primary Mortgage Insurance
Policy as provided above.
In
connection with its activities as servicer, the Servicer agrees to prepare
and
present, on behalf of itself and the Owner, claims to the insurer under any
Primary Mortgage Insurance Policy in a timely fashion in accordance with
the
terms of such Primary Mortgage Insurance Policy and, in this regard, to take
such action as shall be necessary to permit recovery under any Primary Mortgage
Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to
Section 4.04, any amounts collected by the Servicer under any Primary Mortgage
Insurance Policy shall be deposited in the Custodial Account, subject to
withdrawal pursuant to Section 4.05.
Section
4.09. Transfer of Accounts.
The
Servicer may transfer the Custodial Account or the Escrow Account to a different
Qualified Depository from time to time. The Servicer shall notify the
Owner of any such transfer within 15 Business Days of transfer. If any one
of
the investment ratings of a Qualified Depository holding funds or Eligible
Investments in the Custodial Account or Escrow Account is downgraded by the
issuing rating agency, the Servicer shall, within three (3) Business Days
of
receipt of notice of the downgrading, transfer all such accounts, funds and
Permitted Investments to a different Qualified Depository in accordance with
this Agreement.
Section
4.10. Maintenance of Hazard Insurance.
The
Servicer shall cause to be maintained for each Mortgage Loan fire and hazard
insurance with extended coverage as is customary in the area where the Mortgaged
Property is located in an amount which is equal to the lesser of (i) the
maximum
insurable value of the improvements securing such Mortgage Loan or (ii) the
greater of (a) the outstanding principal balance of the Mortgage Loan, and
(b)
the percentage such that the proceeds thereof shall be sufficient to prevent
the
Mortgagor and/or the Mortgagee from becoming a co-insurer. If the
Mortgaged Property is in an area identified in the Federal Register by the
Federal Emergency Management Agency as being a special flood hazard area
that
has federally-mandated flood insurance requirements, the Servicer will cause
to
be maintained a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration with a generally acceptable
insurance carrier, in an amount representing coverage not less than the least
of
(i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum
insurable value of the improvements securing such Mortgage Loan or (iii)
the
maximum amount of insurance which is available under the Flood Disaster
Protection Act of 1973, as amended. The Servicer shall also maintain
on the REO Property, fire and hazard insurance with extended coverage in
an
amount which is at least equal to the maximum insurable value of the
improvements which are a part of such property, liability insurance and,
to the
extent required and available under the Flood Disaster Protection Act of
1973,
as amended, flood insurance in an amount as provided above. Any
amounts collected by the Servicer under any such policies other than amounts
to
be deposited in the Escrow Account and applied to the restoration or repair
of
the Mortgaged Property or REO Property, or released to the Mortgagor in
accordance with the Servicer's normal servicing procedures, shall be deposited
in the Custodial Account, subject to withdrawal pursuant to Section
4.05. It is understood and agreed that no other additional insurance
need be required by the Servicer or the Mortgagor or maintained on property
acquired in respect of the Mortgage Loans, other than pursuant to the Xxxxxx
Xxx
Guide or such applicable state or federal laws and regulations as shall at
any
time be in force and as shall require such additional insurance. All
such policies shall be endorsed with standard mortgagee clauses with loss
payable to the Servicer and its successors and/or assigns and shall provide
for
at least thirty days prior written notice of any cancellation, reduction
in the
amount or material change in coverage to the Servicer. The Servicer
shall not interfere with the Mortgagor's freedom of choice in selecting either
his insurance carrier or agent, provided, however, that the Servicer shall
not
accept any such insurance policies from insurance companies unless such
companies currently reflect a General Policy Rating in Best's Key Rating
Guide
currently acceptable to Xxxxxx Mae and are licensed to do business in the
state
wherein the property subject to the policy is located.
Section
4.11 Maintenance
of Mortgage Impairment Insurance Policy.
In
the
event that the Servicer shall obtain and maintain a mortgage impairment or
blanket policy issued by an issuer that has a Best rating of A:VI insuring
against hazard losses on all of Mortgaged Properties securing the Mortgage
Loans, then, to the extent such policy provides coverage in an amount equal
to
the amount required pursuant to Section 4.10 and otherwise complies with
all
other requirements of Section 4.10, the Servicer shall conclusively be deemed
to
have satisfied its obligations as set forth in Section 4.10, it being understood
and agreed that such policy may contain a deductible clause, in which case
the
Servicer shall, in the event that there shall not have been maintained on
the
related Mortgaged Property or REO Property a policy complying with Section
4.10,
and there shall have been one or more losses which would have been covered
by
such policy, deposit in the Custodial Account the amount not otherwise payable
under the blanket policy because of such deductible clause. In connection
with
its activities as Servicer of the Mortgage Loans, the Servicer agrees to
prepare
and present, on behalf of the Owner, claims under any such blanket policy
in a
timely fashion in accordance with the terms of such policy. Upon request
of the
Owner, the Servicer shall cause to be delivered to the Owner a certified
true
copy of such policy and a statement from the insurer thereunder that such
policy
shall in no event be terminated or materially modified without thirty (30)
days
prior written notice to the Owner.
Section
4.12. Fidelity Bond, Errors and Omissions
Insurance.
The
Servicer shall maintain, at its own expense, a blanket fidelity bond and
an
errors and omissions insurance policy, with broad coverage with responsible
companies that would meet the requirements of Xxxxxx Xxx or Xxxxxxx Mac on
all
officers, employees or other persons acting in any capacity with regard to
the
Mortgage Loans and who handle funds, money, documents and papers relating
to the
Mortgage Loans. The Fidelity Bond and errors and omissions insurance
shall be in the form of the Mortgage Banker's Blanket Bond and shall protect
and
insure the Servicer against losses, including forgery, theft, embezzlement,
fraud, errors and omissions and negligent acts of such persons. Such
Fidelity Bond and errors and omissions insurance shall also protect and insure
the Servicer against losses in connection with the failure to maintain any
insurance policies required pursuant to this Agreement and the release or
satisfaction of a Mortgage Loan without having obtained payment in full of
the
indebtedness secured thereby. No provision of this Section 4.12
requiring the Fidelity Bond and errors and omissions insurance shall diminish
or
relieve the Servicer from its duties and obligations as set forth in this
Agreement. The minimum coverage under any such Fidelity Bond and
insurance policy shall be at least equal to the corresponding amounts required
by Xxxxxx Mae in the Xxxxxx Xxx Guide or by Xxxxxxx Mac in the Xxxxxxx Mac
Guide. The Servicer shall, upon request of Owner, deliver to the
Owner a certificate from the surety and the insurer as to the existence of
the
Fidelity Bond and errors and omissions insurance policy and shall obtain
a
statement from the surety and the insurer that such Fidelity Bond or insurance
policy shall in no event be terminated or materially modified without thirty
days prior written notice to the Owner. The Servicer shall notify the
Owner within five Business Days of receipt of notice that such Fidelity Bond
or
insurance policy will be, or has been, materially modified or
terminated. The Owner and its successors or assigns as their
interests may appear must be named as loss payees on the Fidelity Bond and
as
additional insured on the errors and omissions policy.
Section
4.13. Title, Management and Disposition of REO
Property.
In
the
event that title to any Mortgaged Property is acquired in foreclosure or
by deed
in lieu of foreclosure, the deed or certificate of sale shall be taken in
the
name of the Owner or its designee. Any such Person or Persons holding
such title other than the Owner shall acknowledge in writing that such title
is
being held as nominee for the benefit of the Owner.
The
Servicer shall assume the responsibility for marketing each REO Property
in
accordance with Accepted Servicing Practices. Thereafter, the Servicer shall
continue to provide certain administrative services to the Owner relating
to
such REO Property as set forth in this Section 4.13. The REO Property must
be
sold within three years following the end of the calendar year of the date
of
acquisition, unless a REMIC election has been made with respect to the
arrangement under which the Mortgage Loans and REO Property are held and
(i) the
Owner shall have been supplied with an Opinion of Counsel (at the Servicer's
expense) to the effect that the holding by the related trust of such Mortgaged
Property subsequent to such three-year period (and specifying the period
beyond
such three-year period for which the Mortgaged Property may be held) will
not
result in the imposition of taxes on "prohibited transactions" of the related
trust as defined in Section 860F of the Code, or cause the related REMIC
to fail
to qualify as a REMIC, in which case the related trust may continue to hold
such
Mortgaged Property (subject to any conditions contained in such Opinion of
Counsel), or (ii) the Owner (at the Servicer's expense) or the Servicer shall
have applied for, prior to the expiration of such three-year period, an
extension of such three-year period in the manner contemplated by Section
856(e)(3) of the Code, in which case the three-year period shall be extended
by
the applicable period. If a period longer than three years is
permitted under the foregoing sentence and is necessary to sell any REO
Property, the Servicer shall report monthly to the Owner as to progress being
made in selling such REO Property.
Notwithstanding
any other provision of this Agreement, if a REMIC election has been made,
no
Mortgaged Property held by a REMIC shall be rented (or allowed to continue
to be
rented) or otherwise used for the production of income by or on behalf of
the
related trust or sold or managed in such a manner or pursuant to any terms
that
would (i) cause such Mortgaged Property to fail to qualify at any time as
"foreclosure property" within a meaning of Section 860G(a)(8) of the Code,
(ii)
subject the related trust to the imposition of any federal or state income
taxes
on "net income from foreclosure property" with respect to such Mortgaged
Property within the meaning of Section 860G(c) of the Code, or (iii) cause
the
sale of such Mortgaged Property to result in the receipt by the related trust
or
any income from non-permitted assets as described in Section 860F(a) (2)(B)
of
the Code, unless the Servicer has agreed to indemnify and hold harmless the
related trust with respect to the imposition of any such taxes.
The
Servicer shall deposit or cause to be deposited, on a daily basis in each
Custodial Account all revenues received with respect to the related REO Property
and shall withdraw therefrom funds necessary for the proper operation,
management and maintenance of the REO Property, including the cost of
maintaining any hazard insurance pursuant to Section 4.10 hereof. The
Servicer shall maintain separate records with respect to each REO Property
identifying all deposits and withdrawals from the Custodial Account for each
REO
Property.
The
Servicer shall furnish to the Owner on each Remittance Date, an operating
statement for each REO Property covering the operation of each REO Property
for
the previous month. Such operating statement shall be accompanied by
such other information as the Owner shall reasonably request.
The
Servicer shall, either itself or through an agent selected by the Servicer,
and
in accordance with the Xxxxxx Xxx Guide, manage, conserve, protect and operate
each REO Property in the same manner that it manages, conserves, protects
and
operates other foreclosed property for its own account, and in the same manner
that similar property in the same locality as the REO Property is managed.
Each
REO Disposition shall be carried out by the Servicer at such price and upon
such
terms and conditions as the Servicer deems to be in the best interest of
the
Owner. The REO Disposition Proceeds from the sale of the REO Property
shall be promptly deposited in the Custodial Account. As soon as
practical thereafter, the expenses of such sale shall be paid and the Servicer
shall be entitled to reimburse itself for any related unreimbursed Servicing
Advances, unpaid Servicing Fees or Monthly Advances made. Such
reimbursement will be subject to Master Servicer approval of claims submitted
within 90 days of liquidation (such approval will be rendered within 30 days
of
the Master Servicer’s receipt of the complete claim of loss notification
package), and on the Remittance Date immediately following the Principal
Prepayment Period in which such sale proceeds are received the proceeds of
such
sale deposited in the Custodial Account shall be distributed to the
Purchaser.
The
Servicer shall cause each REO Property to be inspected promptly upon the
acquisition of title thereto and shall cause each REO Property to be inspected
at least monthly thereafter or more frequently as may be required by the
circumstances. The Servicer shall make or cause the inspector to make a written
report of each such inspection. Such reports shall be retained in the
Servicing File and copies thereof shall be forwarded by the Servicer to the
Owner.
Section
4.14. Notification of Adjustments.
With
respect to each Mortgage Loan, the Servicer shall adjust the Mortgage Interest
Rate on the related Interest Rate Adjustment Date in compliance with
requirements of applicable law and the related Mortgage and Mortgage
Note. The Servicer shall execute and deliver any and all necessary
notices required under applicable law and the terms of the related Mortgage
Note
and Mortgage regarding the Mortgage Interest Rate adjustments. The
Servicer shall promptly, upon written request therefor, deliver to the Owner
such notifications and any additional applicable data regarding such adjustments
and the methods used to calculate and implement such
adjustments. Upon the discovery by the Servicer or the receipt of
notice from the Owner that the Servicer has failed to adjust a Mortgage Interest
Rate in accordance with the terms of the related Mortgage Note and Mortgage,
the
Servicer shall immediately deposit in the Custodial Account from its own
funds
the amount of any interest loss or deferral caused to the Owner
thereby.
ARTICLE
V
PAYMENTS
TO THE OWNER
Section
5.01. Remittances.
On
each
Remittance Date, the Servicer shall remit to the Owner (i) all amounts credited
to the Custodial Account as of the close of business on the last day of the
calendar month preceding the Determination Date, net of charges against or
withdrawals from the Custodial Account pursuant to Section 4.05, except (a)
Full
Principal Prepayments received on or before the 15th day of the month in
which a
Remittance Date occurs shall be remitted to the Owner on the Remittance Date
of
such month, and (b) Full Principal Prepayments received after the 15th day
of
the month in which a Remittance Date occurs shall be remitted to the Owner
on
the next following Remittance Date, plus, to the extent not already deposited
in
the Custodial Account, the sum of (ii) all Monthly Advances, if any, which
the
Servicer is obligated to distribute pursuant to Section 5.03 and (iii) all
Prepayment Interest Shortfalls the Servicer is required to make up pursuant
to
Section 4.04, minus (iv) any amounts attributable to Monthly Payments collected
after the Cut-off Date but due on a Due Date or Dates subsequent to the last
day
of the related Due Period, which amounts shall be remitted on the related
Remittance Date next succeeding the Due Period for such amounts.
With
respect to any remittance received by the Owner after the Business Day on
which
such payment was due, the Servicer shall pay to the Owner interest on any
such
late payment at an annual rate equal to the Prime Rate, adjusted as of the
date
of each change, plus two percentage points, but in no event greater than
the
maximum amount permitted by applicable law. Such interest shall be
remitted to the Owner by the Servicer on the date such late payment is made
and
shall cover the period commencing with the day following such Business Day
and
ending with the Business Day on which such payment is made, both
inclusive. The payment by the Servicer of any such interest shall not
be deemed an extension of time for payment or a waiver of any Event of Default
by the Servicer.
Section
5.02 Statements to the Owner and the Master
Servicer.
The
Servicer shall furnish to the Owner and the Master Servicer an individual
Mortgage Loan accounting report (a ”Report”), as of the last Business Day of
each month and the end of the related Prepayment Period, as applicable, in
the
Servicer's assigned loan number order to document Mortgage Loan payment activity
on an individual Mortgage Loan basis. With respect to each month,
such Report shall be received by the Owner and the Master Servicer no later
than
the fifth Business Day of the month of the related Remittance Date (or, with
respect to information as to Full Principal Prepayments and prepayment penalties
no later than one (1) Business Day after the end of each Prepayment Period),
a
report in an Excel (or compatible) electronic format, in such format as may
be
mutually agreed upon by both the Owner and the Servicer, and which shall
provide
the information required to be contained in the monthly statements to
certificateholders as specified in the related pooling and servicing agreement,
to the extent applicable to the Servicer.
In
addition, the Servicer shall provide to the Master Servicer and the Owner
such
other information known or available to the Servicer that is necessary in
order
to provide the distribution and pool performance information as required
under
Regulation AB, as amended from time to time, as determined by the Owner in
its
sole discretion. The Servicer shall also provide a monthly report, in
the form of Exhibit E and Exhibit F hereto, or such other form as
is mutually acceptable to the Servicer, the Owner and the Master Servicer,
Exhibit K and Exhibit L with respect to defaulted mortgage loans,
Exhibit M with respect to realized losses and gains, Exhibit N
with respect to modified mortgage loans, Exhibit O with respect to claims
submitted and Exhibit P with respect to loss severity, with each such
report.
The
Servicer shall prepare and file any and all information statements or other
filings required to be delivered to any governmental taxing authority or
to
Owner or the Master Servicer pursuant to any applicable law with respect
to the
Mortgage Loans and the transactions contemplated hereby. In addition,
the Servicer shall provide the Owner and the Master Servicer with such
information concerning the Mortgage Loans as is necessary for the Owner and
the
Master Servicer to prepare its federal income tax return as Owner and the
Master
Servicer may reasonably request from time to time.
In
addition, not more than 60 days after the end of each calendar year, the
Servicer shall furnish to each Person who was an Owner and the Master Servicer
at any time during such calendar year an annual statement in accordance with
the
requirements of applicable federal income tax law as to the aggregate of
remittances of principal and interest for the applicable portion of such
year.
Section
5.03. Monthly Advances by the Servicer.
Not
later
than the close of business on the Business Day preceding each Remittance
Date,
the Servicer shall deposit in the Custodial Account an amount equal to all
payments not previously advanced by the Servicer, whether or not deferred
pursuant to Section 4.01, of Monthly Payments, adjusted to the related Mortgage
Loan Remittance Rate, which are delinquent at the close of business on the
related Determination Date; provided, however, that the amount of any such
deposit may be reduced by the Amounts Held for Future Distribution (as defined
below) then on deposit in the Custodial Account. Any portion of the
Amounts Held for Future Distribution used to pay Monthly Advances shall be
replaced by the Servicer by deposit into the Custodial Account on any future
Remittance Date to the extent that the funds that are available in the Custodial
Account for remittance to the Owner on such Remittance Date are less than
the
amount of payments required to be made to the Owner on such Remittance
Date.
The
Servicer's obligation to make such Monthly Advances as to any Mortgage Loan
will
continue through the final disposition or liquidation of the Mortgaged Property,
unless the Servicer deems such advance to be nonrecoverable from Liquidation
Proceeds, REO Disposition Proceeds or Insurance Proceeds with respect to
the
applicable Mortgage Loan. In such latter event, the Servicer shall
deliver to the Owner an Officer's Certificate of the Servicer to the effect
that
an officer of the Servicer has reviewed the related Servicing File and has
obtained a recent appraisal and has made the reasonable determination that
any
additional advances are nonrecoverable from Liquidation or Insurance Proceeds
with respect to the applicable Mortgage Loan.
Section
5.04. Liquidation Reports.
Upon
the
foreclosure sale of any Mortgaged Property or the acquisition thereof by
the
Owner pursuant to a deed-in-lieu of foreclosure, the Servicer shall submit
to the Owner a liquidation report with respect to such Mortgaged Property
in
such form as the Servicer and the Owner shall agree. The Servicer
shall also provide reports on the status of REO Property containing such
information as Owner may reasonably require.
ARTICLE
VI
GENERAL
SERVICING PROCEDURES
Section
6.01. Assumption Agreements.
The
Servicer will, to the extent it has knowledge of any conveyance or prospective
conveyance by any Mortgagor of a Mortgaged Property (whether by absolute
conveyance or by contract of, sale, and whether or not the Mortgagor remains
or
is to remain liable under the Mortgage Note and/or the Mortgage), exercise
its
rights to accelerate the maturity of such Mortgage Loan under any "due-on-sale"
clause to the extent permitted by law; provided, however, that the Servicer
shall not exercise any such rights if prohibited by law or the terms of the
Mortgage Note from doing so or if the exercise of such rights would impair
or
threaten to impair any recovery under the related Primary Mortgage Insurance
Policy, if any. If the Servicer reasonably believes it is unable
under applicable law to enforce such "due-on-sale" clause, the Servicer,
will
enter into an assumption agreement with the person to whom the Mortgaged
Property has been conveyed or is proposed to be conveyed, pursuant to which
such
person becomes liable under the Mortgage Note and, to the extent permitted
by
applicable state law, the Mortgagor remains liable thereon. Where an
assumption is allowed pursuant to this Section 6.01, the Servicer, with the
prior consent of the primary mortgage insurer, if any, is authorized to enter
into a substitution of liability agreement with the person to whom the Mortgaged
Property has been conveyed or is proposed to be conveyed pursuant to which
the
original mortgagor is released from liability and such Person is substituted
as
mortgagor and becomes liable under the related Mortgage Note. Any
such substitution of liability agreement shall be in lieu of an assumption
agreement.
In
connection with any such assumption or substitution of liability, the Servicer
shall follow the underwriting practices and procedures of the Xxxxxx Mae
Guide. With respect to an assumption or substitution of liability,
the Mortgage Interest Rate borne by the related Mortgage Note and the amount
of
the Monthly Payment may not be changed. The Servicer shall notify the
Owner that any such substitution of liability or assumption agreement has
been
completed by forwarding to the Owner the original of any such substitution
of
liability or assumption agreement, which document shall be added to the related
Mortgage Loan Documents and shall, for all purposes, be considered a part
of
such related mortgage file to the same extent as all other documents and
instruments constituting a part thereof. All fees collected by the
Servicer for entering into an assumption or substitution of liability agreement
shall belong to the Servicer.
Notwithstanding
the foregoing paragraphs of this section or any other provision of this
Agreement, the Servicer shall not be deemed to be in default, breach or any
other violation of its obligations hereunder by reason of any assumption
of a
Mortgage Loan by operation of law or any assumption which the Servicer may
be
restricted by law from preventing, for any reason whatsoever. For
purposes of this Section 6.01, the term "assumption" is deemed to also include
a
sale of the Mortgaged Property subject to the Mortgage that is not accompanied
by an assumption or substitution of liability agreement.
Section
6.02. Satisfaction of Mortgages and Release of Mortgage
Loan Documents.
Upon
the
payment in full of any Mortgage Loan, the Servicer will immediately notify
the
Custodian with a certification and request for release by a Servicing Officer,
which certification shall include a statement to the effect that all amounts
received in connection with such payment which are required to be deposited
in
the Custodial Account pursuant to Section 4.04 have been so deposited, and
a
request for delivery to the Servicer of the portion of the Mortgage Loan
Documents held by the Custodian. Upon receipt of such certification
and request, the Owner shall promptly release or cause the Custodian to promptly
release the related Mortgage Loan Documents to the Servicer and the Servicer
shall prepare and deliver for execution by the Owner or at the Owner's option
execute under the authority of a power of attorney delivered to the Servicer
by
the Owner any satisfaction or release. No expense incurred in
connection with any instrument of satisfaction or deed of reconveyance shall
be
chargeable to the Custodial Account.
In
the
event the Servicer satisfies or releases a Mortgage without having obtained
payment in full of the indebtedness secured by the Mortgage or should it
otherwise prejudice any right the Owner may have under the mortgage instruments,
the Servicer, upon written demand, shall remit within one Business Day to
the
Owner the then outstanding principal balance of the related Mortgage Loan
by
deposit thereof in the Custodial Account. The Servicer shall maintain
the Fidelity Bond insuring the Servicer against any loss it may sustain with
respect to any Mortgage Loan not satisfied in accordance with the procedures
set
forth herein.
From
time
to time and as appropriate for the servicing or foreclosure of the Mortgage
Loans, including for the purpose of collection under any Primary Mortgage
Insurance Policy, upon request of the Servicer and delivery to the Custodian
of
a servicing receipt signed by a Servicing Officer, the Custodian shall release
the portion of the Mortgage Loan Documents held by the Custodian to the
Servicer. Such servicing receipt shall obligate the Servicer to promptly
return
the related Mortgage Loan Documents to the Custodian, when the need therefor
by
the Servicer no longer exists, unless the Mortgage Loan has been liquidated
and
the Liquidation Proceeds relating to the Mortgage Loan have been deposited
in
the Custodial Account or such documents have been delivered to an attorney,
or
to a public trustee or other public official as required by law, for purposes
of
initiating or pursuing legal action or other proceedings for the foreclosure
of
the Mortgaged Property either judicially or non-judicially, and the Servicer
has
promptly delivered to the Owner or the Custodian a certificate of a Servicing
Officer certifying as to the name and address of the Person to which such
documents were delivered and the purpose or purposes of such
delivery. Upon receipt of a certificate of a Servicing Officer
stating that such Mortgage Loan was liquidated, the servicing receipt shall
be
released by the Owner or the Custodian, as applicable, to the
Servicer.
Section
6.03. Servicing Compensation.
As
compensation for its services hereunder, the Servicer shall be entitled to
withdraw from the Custodial Account or to retain from interest payments on
the
Mortgage Loans the amounts provided for as the Servicer's Servicing
Fee. Additional servicing compensation in the form of assumption
fees, as provided in Section 6.01, late payment charges and other ancillary
fees
shall be retained by the Servicer to the extent not required to be deposited
in
the Custodial Account. The Servicer shall be required to pay all
expenses incurred by it in connection with its servicing activities hereunder
and shall not be entitled to reimbursement therefor except as specifically
provided for.
Section
6.04. Annual Statement as to Compliance; Annual
Certification.
(a) The
Servicer will deliver to the Owner and the Master Servicer, not later than
March
15th of each calendar year beginning in 2008, an Officer’s Certificate (an
“Annual Statement of Compliance”) stating, as to each signatory thereof, that
(i) a review of the activities of the Servicer during the preceding calendar
year and of performance under this Agreement or other applicable servicing
agreement has been made under such officer’s supervision and (ii) to the best of
such officer’s knowledge, based on such review, the Servicer has fulfilled all
of its obligations under this Agreement or other applicable servicing 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 cure provisions
thereof. Such Annual Statement of Compliance shall contain no
restrictions or limitations on its use. Copies of such statement
shall be provided by the Servicer to the Owner upon request and by the Owner
to
any Person identified as a prospective purchaser of the Mortgage
Loans. In the event that the Servicer has delegated any servicing
responsibilities with respect to the Mortgage Loans to a Subservicer, the
Servicer shall deliver an Annual Statement of Compliance of the Subservicer
as
described above as to each Subservicer as and when required with respect
to the
Servicer.
(b) With
respect to the Mortgage Loans, by March 15th of each calendar year beginning
in
2008, an officer of the Servicer shall execute and deliver an Officer’s
Certificate (an “Annual Certification”) to the Owner, the Master Servicer, the
Trustee, and any related Depositor for the benefit of each such entity and
such
entity’s affiliates and the officers, directors and agents of any such entity
and such entity’s affiliates, in the form attached hereto as Exhibit
G. In the event that the Servicer has delegated any servicing
responsibilities with respect to the Mortgage Loans to a Subservicer or a
Subcontractor, to the extent such Subcontractor is “participating in the
servicing function” pursuant to Item 1122 of Regulation AB, the Servicer shall
deliver an Annual Certification as to each such Subservicer and Subcontractor,
as and when required with respect to the Servicer.
In
the
event the Servicer or any Subservicer or Subcontractor engaged by it is
terminated, assigns its rights and obligations under, or resigns pursuant
to the
terms of this Agreement, or any other applicable agreement in the case of
a
Subservicer or Subcontractor, as the case may be, such party shall provide
an
Annual Statement of Compliance pursuant to this Section 6.04 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, assignment or resignation.
The
Servicer shall indemnify and hold harmless the Master Servicer and its officers,
directors, agents and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments and other costs and expenses arising out of or based upon a breach
by
the Servicer or any of its officers, directors, agents or affiliates of its
obligations under this Section 6.04 or Section 6.09 or the negligence, bad
faith
or willful misconduct of the Servicer in connection therewith. If the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Master Servicer, then the Servicer agrees that it shall contribute
to the amount paid or payable by the Master Servicer as a result of the losses,
claims, damages or liabilities of the Master Servicer in such proportion
as is
appropriate to reflect the relative fault of the Master Servicer on the one
hand
and the Servicer on the other in connection with a breach of the Servicer’s
obligations under this Section 6.04 or Section 6.09 or the Servicer’s
negligence, bad faith or willful misconduct in connection
therewith.
Upon
request by the Owner or the Master Servicer, the Servicer will deliver to
such
requesting party a copy of the audited (if such financial statements are
available, otherwise unaudited) financial statements of the Servicer for
the
most recent fiscal year of the Servicer.
Section
6.05. [Reserved]
Section
6.06. Owner's Right to Examine Servicer
Records.
The
Owner
shall have the right to examine and audit, at its expense, upon reasonable
notice to the Servicer, during business hours or at such other times as might
be
reasonable under applicable circumstances, any and all of the books, records,
documentation or other information of the Servicer, or held by another for
the
Servicer or on its behalf or otherwise, which relate to the performance or
observance by the Servicer of the terms, covenants or conditions of this
Agreement.
The
Servicer shall provide to the Owner and any supervisory agents or examiners
representing a state or federal governmental agency having jurisdiction over
the
Owner access to any documentation regarding the Mortgage Loans in the possession
of the Servicer which may be required by any applicable
regulations. Such access shall be afforded without charge, upon
reasonable request, during normal business hours and at the offices of the
Servicer, and in accordance with the applicable federal or state government
regulations.
Section
6.07. Compliance
with REMIC
Provisions.
If
a
REMIC election has been made with respect to the arrangement under which
the
Mortgage Loans and REO Property are held, the Servicer shall not take any
action, cause the REMIC to take any action or fail to take (or fail to cause
to
be taken) any action that, under the REMIC Provisions, if taken or not taken,
as
the case may be could (i) endanger the status of the REMIC as a REMIC or
(ii)
result in the imposition of a tax upon the REMIC (including but not limited
to
the tax on "prohibited transactions" as defined in Section 860F(a)(2) of
the
Code and the tax on "contribution" to a REMIC set forth in Section 860G(d)
of
the Code unless the Servicer has received an Opinion of Counsel (at the expense
of the party seeking to take such actions) to the effect that the contemplated
action will not endanger such REMIC status or result in the imposition of
any
such tax.
Section
6.08. Non-solicitation.
The
Servicer shall not knowingly conduct any solicitation exclusively targeted
to
the Mortgagors for the purpose of inducing or encouraging the early prepayment
or refinancing of the related Mortgage Loans. It is understood and
agreed that promotions undertaken by the Servicer or any agent or affiliate
of
the Servicer which are directed to the general public at large, including,
without limitation, mass mailings based on commercially acquired mailing
lists,
newspaper, radio and television advertisements shall not constitute solicitation
under this section. Nothing contained herein shall prohibit the
Servicer from (i) distributing to Mortgagors any general advertising including
information brochures, coupon books, or other similar documentation which
indicates services the Servicer offers, including refinances or (ii) providing
financing of home equity loans to Mortgagors at the Mortgagor's
request.
Section
6.09. Assessment of Compliance with Servicing
Criteria.
On
and
after January 1, 2007, the Servicer shall service and administer, and shall
cause each subservicer to service or administer, the Mortgage Loans in
accordance with all applicable requirements of the Servicing
Criteria.
With
respect to the Mortgage Loans, the Servicer shall deliver to the Owner or
its
designee, the Master Servicer, the Trustee, and any Depositor on or before
March
15th of each calendar year beginning in 2008, a report (an “Assessment of
Compliance”) regarding the Servicer’s assessment of compliance with the
Servicing Criteria during the preceding calendar year as required by Rules
13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, or
as
otherwise required by the Master Servicer, which as of the date hereof, require
a report by an authorized officer of the Servicer that contains the
following:
(a) A
statement by such officer of its responsibility for assessing compliance
with
the Servicing Criteria applicable to the Servicer;
(b) A
statement by such officer that such officer used the Servicing Criteria to
assess compliance with the Servicing Criteria applicable to the
Servicer;
(c) An
assessment by such officer of the Servicer’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
it
performs with respect to asset-backed securities transactions taken as a
whole
involving the Servicer, 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 Servicer’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 Servicer, which statement shall be based on the activities it performs
with
respect to asset-backed securities transactions taken as a whole involving
the
Servicer, 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 J hereto.
With
respect to the Mortgage Loans, on or before March 15th of each calendar year
beginning in 2008, the Servicer shall furnish to the Owner or its designee,
the
Master Servicer, the Trustee and any Depositor a report (an “Attestation
Report”) by a registered public accounting firm that attests to, and reports on,
the Assessment of Compliance made by the Servicer, as required by Rules 13a-18
and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, or as
otherwise required by the Master Servicer, which Attestation Report must
be made
in accordance with standards for attestation reports issued or adopted by
the
Public Company Accounting Oversight Board.
The
Servicer shall cause each Subservicer, and each Subcontractor determined
by the
Servicer pursuant to Section 11.15 to be “participating in the servicing
function” within the meaning of Item 1122 of Regulation AB, to deliver to the
Owner, the Master Servicer, the Trustee and any Depositor an assessment of
compliance and accountants’ attestation as and when provided in Section
6.09.
In
the event the Servicer or any
Subservicer or Subcontractor engaged by it is terminated, assigns its rights
and
obligations under, or resigns pursuant to, the terms of this 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 6.09 or to the
related section of such other applicable agreement, as the case may be,
notwithstanding any such termination, assignment or
resignation.
Section
6.10. Intent of the Parties;
Reasonableness.
The
Owner
and the Servicer acknowledge and agree that a purpose of clause (g) of Article
III, Sections 5.02, 6.04, 6.09 and 10.02 of this Agreement is to facilitate
compliance by the Owner and any Depositor with the provisions of Regulation
AB
and related rules and regulations of the Commission. None of the Owner, the
Master Servicer or any Depositor shall 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 thereunder.
The
Servicer 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 asset-backed
securities markets, advice of counsel, or otherwise, and agrees to comply
with
requests made by the Owner or any Depositor in good faith for delivery of
information under these provisions on the basis of evolving interpretations
of
Regulation AB. In connection with any Pass-Through Transfer, the Servicer
shall
cooperate fully with the Owner to deliver to the Owner (including any of
its
assignees or designees) and any Depositor, any and all statements, reports,
certifications, records and any other information necessary in the good faith
determination of the Owner or any Depositor to permit the Owner or such
Depositor to comply with the provisions of Regulation AB, together with such
disclosures relating to the Servicer, any Subservicer and the Mortgage Loans,
or
the servicing of the Mortgage Loans, reasonably believed by the Owner or
any
Depositor to be necessary in order to effect such compliance.
ARTICLE
VII
REPORTS
TO BE PREPARED BY SERVICER
Section
7.01. Servicer Shall Provide Information as Reasonably
Required.
The
Servicer shall furnish to the Owner upon request, during the term of this
Agreement, such periodic, special or other reports or information, whether
or
not provided for herein, as shall be necessary, reasonable or appropriate
with
respect to the purposes of this Agreement. The Servicer may negotiate
with the Owner for a reasonable fee for providing such report or information,
unless (i) the Servicer is required to supply such report or information
pursuant to any other section of this Agreement, or (ii) the report or
information has been requested in connection with Internal Revenue Service
or
other regulatory agency requirements. All such reports or information
shall be provided by and in accordance with all reasonable instructions and
directions given by the Owner. The Servicer agrees to execute and deliver
all
such instruments and take all such action as the Owner, from time to time,
may
reasonably request in order to effectuate the purpose and to carry out the
terms
of this Agreement.
ARTICLE
VIII
THE
SERVICER
Section
8.01. Indemnification; Third Party Claims.
The
Servicer agrees to indemnify the Owner, its successors and assigns, any agent
of
the Owner, and the Master Servicer, and hold each of such Persons harmless
from
and against any and all claims, losses, damages, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, fees and expenses
that such Person may sustain in any way related to the failure of the Servicer
to perform in any way its duties and service the Mortgage Loans in strict
compliance with the terms of this Agreement and for breach of any representation
or warranty of the Servicer contained herein. The Servicer shall
immediately notify the Owner or other indemnified Person if a claim is made
by a
third party with respect to this Agreement or the Mortgage Loans, assume
(with
the consent of the Owner and such other Indemnified Person and with counsel
reasonably satisfactory to the Owner and such Person) the defense of any
such
claim and pay all expenses in connection therewith, including counsel fees,
and
promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or such other indemnified Person in respect of such claim but
failure
to so notify the Owner and such other indemnified Person shall not limit
its
obligations hereunder. The Servicer agrees that it will not enter
into any settlement of any such claim without the consent of the Owner and
such
other indemnified Person unless such settlement includes an unconditional
release of the Owner and such other indemnified Person from all liability
that
is the subject matter of such claim. The provisions of this Section
8.01 shall survive termination of this Agreement.
Section
8.02. Merger or Consolidation of the
Servicer.
The
Servicer will keep in full effect its existence, rights and franchises as
a
corporation under the laws of the state of its incorporation except as permitted
herein, 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
or any
of the Mortgage Loans and to perform its duties under this
Agreement.
Any
Person into which the Servicer may be merged or consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Servicer
shall be a party, or any Person succeeding to the business of the Servicer
whether or not related to loan servicing, shall be the successor of the Servicer
hereunder, without the execution or filing of any paper or any further act
on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person
shall
be an institution (i) having a GAAP net worth of not less than $25,000,000,
(ii)
the deposits of which are insured by the FDIC, or which is a HUD-approved
mortgagee whose primary business is in origination and servicing of first
lien
mortgage loans, and (iii) which is a Xxxxxx Xxx or Xxxxxxx Mac approved
seller/servicer in good standing.
Section
8.03. Limitation on Liability of the Servicer and
Others.
Neither
the Servicer nor any of the officers, employees or agents of the Servicer
shall
be under any liability to the Owner for any action taken or for refraining
from
the taking of any action in good faith pursuant to this Agreement, or for
errors
in judgment made in good faith; provided, however, that this provision shall
not
protect the Servicer or any such person against any breach of warranties
or
representations made herein, or failure to perform in any way its obligations
in
compliance with any standard of care set forth in this Agreement, or any
liability which would otherwise be imposed by reason of gross negligence
or any
breach of the terms and conditions of this Agreement. The Servicer
and any officer, employee or agent of the Servicer may rely in good faith
on any
document of any kind prima facie properly executed and submitted by the Owner
respecting any matters arising hereunder. The Servicer shall not be
under any obligation to appear in, prosecute or defend any legal action which
is
not incidental to its duties to service the Mortgage Loans in accordance
with
this Agreement and which in its opinion may involve it in any expenses or
liability; provided, however, that the Servicer may, with the consent of
the
Owner, 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. In such event, the
reasonable legal expenses and costs of such action and any liability resulting
therefrom shall be expenses, costs and liabilities for which the Owner will
be
liable, and the Servicer shall be entitled to be reimbursed therefor from
the
Custodial Account pursuant to Section 4.05.
Section
8.04. Servicer Not to Resign.
The
Servicer shall not resign from the obligations and duties hereby imposed
on it
except by mutual consent of the Servicer and the Owner or upon the determination
that its duties hereunder are no longer permissible under applicable law
and
such incapacity cannot be cured by the Servicer. Any such
determination permitting the resignation of the Servicer shall be evidenced
by
an Opinion of Counsel to such effect delivered to the Owner which Opinion
of
Counsel shall be in form and substance acceptable to the Owner. No
such resignation shall become effective until a successor shall have assumed
the
Servicer's responsibilities and obligations hereunder in the manner provided
in
Section 11.01.
Section
8.05. No Transfer of Servicing.
With
respect to the retention of the Servicer to service the Mortgage Loans
hereunder, the Servicer acknowledges that the Owner has acted in reliance
upon
the Servicer's independent status, the adequacy of its servicing facilities,
plan, personnel, records and procedures, its integrity, reputation and financial
standing and the continuance thereof. Without in any way limiting the
generality of this section, the Servicer shall not either assign this Agreement
or the servicing hereunder or delegate its rights or duties hereunder or
any
portion thereof, or sell or otherwise dispose of all or substantially all
of its
property or assets, without the prior written approval of the Owner, which
approval shall not be unreasonably withheld; provided that the Servicer may
assign the Agreement and the servicing hereunder without the consent of Owner
to
an affiliate of the Servicer to which all servicing of the Servicer is assigned
so long as (i) such affiliate is a Xxxxxx Xxx and Xxxxxxx Mac approved servicer
and (ii) if it is intended that such affiliate be spun off to the shareholders
of the Servicer, such affiliate have a GAAP net worth of at least $25,000,000
and (iii) such affiliate shall deliver to the Owner a certification pursuant
to
which such affiliate shall agree to be bound by the terms and conditions
of this
Agreement and shall certify that such affiliate is a Xxxxxx Mae and Xxxxxxx
Mac
approved servicer in good standing.
ARTICLE
IX
DEFAULT
Section
9.01. Events of Default.
In
case
one or more of the following Events of Default by the Servicer shall occur
and
be continuing, that is to say:
(i) any
failure by the Servicer to remit to the Owner any payment required to be
made
under the terms of this Agreement which continues unremedied for one (1)
Business Day after written notice thereof (it being understood that this
subparagraph shall not affect Servicer's obligation pursuant to Section 5.01
to
pay default interest on any remittance received by the Owner after the Business
Day on which such payment was due); or
(ii) any
failure on the part of the Servicer duly to observe or perform in any material
respect any other of the covenants or agreements on the part of the Servicer
set
forth in this Agreement (other than those described in clause (ix) hereof),
the
breach of which has a material adverse effect and which continue unremedied
for
a period of thirty days (except that such number of days shall be fifteen
in the
case of a failure to pay any premium for any insurance policy required to
be
maintained under this Agreement and such failure shall be deemed to have
a
material adverse effect) after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Servicer
by the
Owner; or
(iii) a
decree or order of a court or agency or supervisory authority having
jurisdiction for the appointment of a conservator or receiver or