BEAR STEARNS ASSET BACKED SECURITIES I LLC, Depositor EMC MORTGAGE CORPORATION, Sponsor and Company WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer and Securities Administrator and Trustee AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT...
BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC,
Depositor
EMC
MORTGAGE CORPORATION,
Sponsor
and Company
XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
Master
Servicer and Securities Administrator
and
U.S.
BANK
NATIONAL ASSOCIATION,
Trustee
____________________
AMENDED
AND RESTATED POOLING AND SERVICING AGREEMENT
Dated
as
of August 24, 2006
________________________________________
BEAR
XXXXXXX ASSET BACKED SECURITIES I TRUST 2006-AC3
ASSET-BACKED
CERTIFICATES, SERIES 2006-AC3
TABLE
OF CONTENTS
ARTICLE
I
DEFINITIONS
|
|
Section
1.01
|
Defined
Terms.
|
Section
1.02
|
Allocation
of Certain Interest Shortfalls.
|
ARTICLE
II
CONVEYANCE
OF TRUST FUND REPRESENTATIONS AND WARRANTIES
|
|
Section
2.01
|
Conveyance
of Trust Fund.
|
Section
2.02
|
Acceptance
of the Mortgage Loans.
|
Section
2.03
|
Representations,
Warranties and Covenants of the Company, the Master Servicer and
the
Sponsor.
|
Section
2.04
|
Representations
and Warranties of the Depositor.
|
Section
2.05
|
Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases.
|
Section
2.06
|
Countersignature
and Delivery of Certificates.
|
Section
2.07
|
Reserved.
|
ARTICLE
III
ADMINISTRATION
AND SERVICING OF EMC MORTGAGE LOANS BY COMPANY
|
|
Section
3.01
|
The
Company.
|
Section
3.02
|
Due-on-Sale
Clauses; Assumption Agreements.
|
Section
3.03
|
Subservicers.
|
Section
3.04
|
Documents,
Records and Funds in Possession of Company To Be Held for
Trustee.
|
Section
3.05
|
Maintenance
of Hazard Insurance.
|
Section
3.06
|
Presentment
of Claims and Collection of Proceeds.
|
Section
3.07
|
Maintenance
of the Primary Mortgage Insurance Policies.
|
Section
3.08
|
Fidelity
Bond, Errors and Omissions Insurance.
|
Section
3.09
|
Realization
Upon Defaulted Mortgage Loans; Determination of Excess Liquidation
Proceeds and Realized Losses; Repurchases of Certain Mortgage
Loans.
|
Section
3.10
|
Servicing
Compensation.
|
Section
3.11
|
REO
Property.
|
Section
3.12
|
Liquidation
Reports.
|
Section
3.13
|
Reserved.
|
Section
3.14
|
Reserved.
|
Section
3.15
|
Books
and Records.
|
ARTICLE
IV
ADMINISTRATION
AND MASTER SERVICING OF MORTGAGE LOANS BY MASTER SERVICER
|
|
Section
4.01
|
Master
Servicer
|
Section
4.02
|
REMIC-Related
Covenants
|
Section
4.03
|
Monitoring
of Company and Servicer
|
Section
4.04
|
Fidelity
Bond.
|
Section
4.05
|
Power
to Act; Procedures
|
Section
4.06
|
Due-on-Sale
Clauses; Assumption Agreements
|
Section
4.07
|
Release
of Mortgage Files
|
Section
4.08
|
Documents,
Records and Funds in Possession of Master Servicer, Company and Servicer
To Be Held for Trustee.
|
Section
4.09
|
Standard
Hazard Insurance and Flood Insurance Policies.
|
Section
4.10
|
Presentment
of Claims and Collection of Proceeds.
|
Section
4.11
|
Maintenance
of the Primary Mortgage Insurance Policies.
|
Section
4.12
|
Trustee
to Retain Possession of Certain Insurance Policies and
Documents.
|
Section
4.13
|
Realization
Upon Defaulted Mortgage Loans.
|
Section
4.14
|
Compensation
for the Master Servicer.
|
Section
4.15
|
REO
Property.
|
Section
4.16
|
Annual
Statement as to Compliance.
|
Section
4.17
|
Assessments
of Compliance and Attestation Reports.
|
Section
4.18
|
Section
4.18 Reports Filed with Securities and Exchange
Commission.
|
Section
4.19
|
Intention
of the Parties and Interpretation
|
Section
4.20
|
UCC
|
Section
4.21
|
Optional
Purchase of Certain Mortgage Loans.
|
ARTICLE
V
ACCOUNTS
|
|
Section
5.01
|
Collection
of Mortgage Loan Payments; Protected Account.
|
Section
5.02
|
Permitted
Withdrawals From the Protected Account.
|
Section
5.03
|
Reports
to Master Servicer.
|
Section
5.04
|
Collection
of Taxes; Assessments and Similar Items; Escrow
Accounts.
|
Section
5.05
|
Servicer
Protected Accounts
|
Section
5.06
|
Reserved.
|
Section
5.07
|
Reserved.
|
Section
5.08
|
Distribution
Account.
|
Section
5.09
|
Permitted
Withdrawals and Transfers from the Distribution
Account.
|
Section
5.10
|
Reserved.
|
Section
5.11
|
Reserved.
|
ARTICLE
VI
DISTRIBUTIONS
AND ADVANCES
|
|
Section
6.01
|
Advances.
|
Section
6.02
|
Compensating
Interest Payments.
|
Section
6.03
|
REMIC
Distributions.
|
Section
6.04
|
Distributions.
|
Section
6.05
|
Allocation
of Realized Losses.
|
Section
6.06
|
Monthly
Statements to Certificateholders.
|
Section
6.07
|
REMIC
Designations and REMIC I Distributions.
|
Section
6.08
|
Net
WAC Reserve Fund.
|
Section
6.09
|
Class
I-A-1/I-A-2 Net WAC Pass-Through Amount; Class I-A-1/I-A-2 Net WAC
Reserve
Account.
|
Section
6.10
|
Class
II-A-1/II-A-2 Net WAC Pass-Through Amount; Class II-A-1/II-A-2 Net
WAC
Reserve Account.
|
Section
6.11
|
Class
P Certificate Account
|
ARTICLE
VII
THE
CERTIFICATES
|
|
Section
7.01
|
The
Certificates.
|
Section
7.02
|
Certificate
Register; Registration of Transfer and Exchange of
Certificates.
|
Section
7.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
Section
7.04
|
Persons
Deemed Owners.
|
Section
7.05
|
Access
to List of Certificateholders’ Names and Addresses.
|
Section
7.06
|
Book-Entry
Certificates.
|
Section
7.07
|
Notices
to Depository.
|
Section
7.08
|
Definitive
Certificates.
|
Section
7.09
|
Maintenance
of Office or Agency.
|
ARTICLE
VIII
THE
COMPANY AND THE MASTER SERVICER
|
|
Section
8.01
|
Liabilities
of the Depositor, the Company and the Master Servicer
|
Section
8.02
|
Merger
or Consolidation of the Depositor, the Company or the Master
Servicer.
|
Section
8.03
|
Indemnification
of the Trustee, the Master Servicer and the Securities
Administrator.
|
Section
8.04
|
Limitations
on Liability of the Depositor, the Company, the Master Servicer and
Others
|
Section
8.05
|
Master
Servicer and Company Not to Resign
|
Section
8.06
|
Successor
Master Servicer
|
Section
8.07
|
Sale
and Assignment of Master Servicing
|
ARTICLE
IX
DEFAULT;
TERMINATION OF MASTER SERVICER; TERMINATION OF COMPANY
|
|
Section
9.01
|
Events
of Default.
|
Section
9.02
|
Trustee
to Act; Appointment of Successor.
|
Section
9.03
|
Notification
to Certificateholders.
|
Section
9.04
|
Waiver
of Defaults.
|
Section
9.05
|
Company
Default.
|
Section
9.06
|
Waiver
of Company Defaults.
|
ARTICLE
X
CONCERNING
THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
|
|
Section
10.01
|
Duties
of Trustee and Securities Administrator.
|
Section
10.02
|
Certain
Matters Affecting the Trustee and the Securities
Administrator.
|
Section
10.03
|
Trustee
and Securities Administrator Not Liable for Certificates or Mortgage
Loans.
|
Section
10.04
|
Trustee
and Securities Administrator May Own Certificates.
|
Section
10.05
|
Trustee’s
and Securities Administrator’s Fees and Expenses.
|
Section
10.06
|
Eligibility
Requirements for Trustee and Securities Administrator.
|
Section
10.07
|
Insurance.
|
Section
10.08
|
Resignation
and Removal of Trustee and Securities Administrator.
|
Section
10.09
|
Successor
Trustee or Securities Administrator.
|
Section
10.10
|
Merger
or Consolidation of Trustee or Securities
Administrator.
|
Section
10.11
|
Appointment
of Co-Trustee or Separate Trustee.
|
Section
10.12
|
Tax
Matters.
|
ARTICLE
XI
TERMINATION
|
|
Section
11.01
|
Termination
upon Liquidation or Repurchase of all Mortgage Loans.
|
Section
11.02
|
Final
Distribution on the Certificates.
|
Section
11.03
|
Additional
Termination Requirements.
|
ARTICLE
XII
MISCELLANEOUS
PROVISIONS
|
|
Section
12.01
|
Amendment.
|
Section
12.02
|
Recordation
of Agreement; Counterparts.
|
Section
12.03
|
Governing
Law.
|
Section
12.04
|
Intention
of Parties.
|
Section
12.05
|
Notices.
|
Section
12.06
|
Severability
of Provisions.
|
Section
12.07
|
Assignment.
|
Section
12.08
|
Limitation
on Rights of Certificateholders.
|
Section
12.09
|
Inspection
and Audit Rights
|
Section
12.10
|
Certificates
Nonassessable and Fully Paid.
|
Exhibits
|
|
Exhibit
A-1
|
Form
of Class [__]-A-[1][2] Certificates
|
Exhibit
A-2
|
Form
of Class M-[1][2][3] Certificates
|
Exhibit
A-3
|
Form
of Class B-[1][2][3][4] Certificates
|
Exhibit
A-4
|
Form
of Class C Certificates
|
Exhibit
A-5
|
Form
of Class P Certificates
|
Exhibit
A-6
|
Form
of Class R-[1][2][3] Certificates
|
Exhibit
B
|
Mortgage
Loan Schedule
|
Exhibit
C
|
Form
of Transfer Affidavit
|
Exhibit
D
|
Form
of Transferor Certificate
|
Exhibit
E
|
Form
of Investment Letter (Non-Rule 144A)
|
Exhibit
F
|
Form
of Rule 144A Investment Letter
|
Exhibit
G
|
Form
of Request for Release
|
Exhibit
H
|
DTC
Letter of Representations
|
Exhibit
I
|
Schedule
of Mortgage Loans with Lost Notes
|
Exhibit
J
|
Form
of Custodial Agreement
|
Exhibit
K
|
Form
of Back-Up Certification
|
Exhibit
L
|
Form
of Mortgage Loan Purchase Agreement
|
Exhibit
M
|
Class
I-A-1 Corridor Contract Confirmation
|
Exhibit
N
|
Class
II-A-1 Corridor Contract Confirmation
|
Exhibit
O
|
Servicing
Criteria to be Addressed in Assessment of Compliance
|
Exhibit
P
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
Exhibit
Q
|
Additional
Disclosure Notification
|
Exhibit
R-1 to R-8
|
Servicing
Agreements
|
Exhibit
S-1 to S-8
|
Assignment,
Assumption and Recognition Agreements
|
Exhibit
T
|
Form
of Securities Administrator Certification
|
Exhibit
U
|
Reporting
Data for Monthly Report
|
Exhibit
V
|
Reporting
Data for Defaulted Loans
|
Exhibit
W
|
Reporting
Data for Realized Losses and Gains
|
AMENDED
AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of August 24, 2006,
among
BEAR XXXXXXX ASSET BACKED SECURITIES I LLC, a Delaware limited liability
company, as depositor (the “Depositor”), EMC MORTGAGE CORPORATION, a Delaware
corporation, as seller (in such capacity, the “Sponsor”) and as company (in such
capacity, the “Company”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national
banking association, as master servicer (in such capacity, the “Master
Servicer”) and as securities administrator (in such capacity, the “Securities
Administrator”) and U.S. BANK NATIONAL ASSOCIATION, a national banking
association, as trustee (the “Trustee”).
PRELIMINARY
STATEMENT
The
Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
in return for the Certificates.
REMIC
I
As
provided herein, the Trustee will make an election to treat the segregated
pool
of assets consisting of the Mortgage Loans and certain other related assets
subject to this Agreement (other than the Net WAC Reserve Fund, the Class
A-1/A-2 Net WAC Reserve Account, the Class A-3/A-4 Net WAC Reserve Account,
the
Corridor Contracts and any Prepayment Charge Waiver Amounts) as a REMIC (as
defined herein) for federal income tax purposes, and such segregated pool of
assets will be designated as “REMIC I.” The Class R-1 Certificates will
represent the sole class of Residual Interests in REMIC I for purposes of the
REMIC Provisions (as defined herein). The following table irrevocably sets
forth
the designation, the Uncertificated REMIC I Pass-Through Rate, the initial
Uncertificated Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
each of the REMIC I Regular Interests (as defined herein). None of the REMIC
I
Regular Interests will be certificated.
Designation
|
Initial
Uncertificated Principal Balance
|
Uncertificated
REMIC I
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|||
AA
|
$
261,928,138.27
|
Variable(2)
|
May
25, 2036
|
|||
I-A-1
|
$
1,158,420.00
|
Variable(2)
|
May
25, 2036
|
|||
II-A-1
|
$
883,550.00
|
Variable(2)
|
May
25, 2036
|
|||
M-1
|
$
156,355.00
|
Variable(2)
|
May
25, 2036
|
|||
M-2
|
$
105,575.00
|
Variable(2)
|
May
25, 2036
|
|||
M-3
|
$
90,870.00
|
Variable(2)
|
May
25, 2036
|
|||
B-1
|
$
78,845.00
|
Variable(2)
|
May
25, 2036
|
|||
B-2
|
$
66,820.00
|
Variable(2)
|
May
25, 2036
|
|||
B-3
|
$
53,455.00
|
Variable(2)
|
May
25, 2036
|
|||
B-4
|
$
54,790.00
|
Variable(2)
|
May
25, 2036
|
|||
ZZ
|
$
2,696,792.21
|
Variable(2)
|
May
25, 2036
|
|||
P
|
$
100.00
|
0.00%
|
May
25, 2036
|
|||
1-Sub
|
$
7,156.72
|
Variable(2)
|
May
25, 2036
|
|||
1-Grp
|
$
30,325.12
|
Variable(2)
|
May
25, 2036
|
|||
2-Sub
|
$
5,458.60
|
Variable(2)
|
May
25, 2036
|
|||
2-Grp
|
$
23,129.60
|
Variable(2)
|
May
25, 2036
|
|||
XX
|
$
267,207,540.43
|
Variable(2)
|
May
25, 2036
|
___________________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each of the REMIC I Regular
Interests.
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC I Pass-Through
Rate” herein.
|
REMIC
II
As
provided herein, the Trustee will make an election to treat the segregated
pool
of assets consisting of the REMIC I Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated
as
“REMIC II.” The Class R-2 Certificates will represent the sole class of Residual
Interests in REMIC II for purposes of the REMIC Provisions. The following table
irrevocably sets forth the designation, the Uncertificated REMIC II Pass-Through
Rate, the initial Uncertificated Principal Balance and, for purposes of
satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each of the REMIC II Regular Interests (as defined herein).
None of the REMIC II Regular Interests will be certificated.
Designation
|
Initial
Uncertificated
Principal
Balance
|
Uncertificated
REMIC II
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|||
I-A-1
|
$
231,684,000.00
|
(2)
|
May
25, 2036
|
|||
II-A-1
|
$
176,710,000.00
|
(2)
|
May
25, 2036
|
|||
M-1
|
$
31,271,000.00
|
(2)
|
May
25, 2036
|
|||
M-2
|
$
21,115,000.00
|
(2)
|
May
25, 2036
|
|||
M-3
|
$
18,174,000.00
|
(2)
|
May
25, 2036
|
|||
B-1
|
$
15,769,000.00
|
(2)
|
May
25, 2036
|
|||
B-2
|
$
13,364,000.00
|
(2)
|
May
25, 2036
|
|||
B-3
|
$
10,691,000.00
|
(2)
|
May
25, 2036
|
|||
B-4
|
$
10,958,000.00
|
(2)
|
May
25, 2036
|
|||
C
|
$
4,811,220.95
|
(2)
|
May
25, 2036
|
|||
P
|
$
100.00
|
0.00%
|
May
25, 2036
|
___________________
(1)
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date in the month following the maturity date for the Mortgage
Loan
with the latest maturity date has been designated as the “latest possible
maturity date” for each of the REMIC II Regular Interests.
(2)
Calculated
in accordance with the definition of “Uncertificated REMIC II Pass-Through Rate”
herein.
(3)
REMIC
II
Regular Interest C will not accrue interest on its Uncertificated Principal
Balance, but will accrue interest at the related Uncertificated REMIC II
Pass-Through Rate on its Uncertificated Notional Amount which shall equal the
aggregate Uncertificated Principal Balance of the REMIC I Regular Interests
other than REMIC I Regular Interest P.
REMIC
III
As
provided herein, the Trustee will make an election to treat the segregated
pool
of assets consisting of the REMIC II Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated
as
“REMIC III.” The Class R-3 Certificates will represent the sole class of
Residual Interests in REMIC III for purposes of the REMIC
Provisions.
The
following table irrevocably sets forth the Class designation, Pass-Through
Rate
and Initial Certificate Principal Balance for each Class of Certificates that
represents one or more of the Regular Interests in REMIC III created
hereunder.
Class
Designation
|
Initial
Certificate
Principal
Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|||
Class
I-A-1(2)
|
$
231,684,000.00
|
Class
I-A-1 Pass-Through Rate
|
May
25, 2036
|
|||
Class
I-A-2(3)
|
N/A(4)
|
Class
I-A-2 Pass-Through Rate
|
May
25, 2036
|
|||
Class
II-A-1(5)
|
$
176,710,000.00
|
Class
II-A-1 Pass-Through Rate
|
May
25, 2036
|
|||
Class
II-A-2(6)
|
N/A(7)
|
Class
II-A-2 Pass-Through Rate
|
May
25, 2036
|
|||
Class
M-1
|
$
31,271,000.00
|
Class
M-1 Pass-Through Rate
|
May
25, 2036
|
|||
Class
M-2
|
$
21,115,000.00
|
Class
M-2 Pass-Through Rate
|
May
25, 2036
|
|||
Class
M-3
|
$
18,174,000.00
|
Class
M-3 Pass-Through Rate
|
May
25, 2036
|
|||
Class
B-1
|
$
15,769,000.00
|
Class
B-1 Pass Through Rate
|
May
25, 2036
|
|||
Class
B-2
|
$
13,364,000.00
|
Class
B-2 Pass-Through Rate
|
May
25, 2036
|
|||
Class
B-3
|
$
10,691,000.00
|
Class
B-3 Pass Through Rate
|
May
25, 2036
|
|||
Class
B-4
|
$
10,958,000.00
|
Class
B-4 Pass Through Rate
|
May
25, 2036
|
|||
Class
C
|
$ 534,547,220.95
|
(8)
|
May
25, 2036
|
|||
Class
P
|
$
100.00
|
0.00%
|
May
25, 2036
|
___________________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as
the
“latest possible maturity date” for each Class of Certificates that
represents a Regular Interest in REMIC III.
|
(2)
|
The
Class I-A-1 Certificates represent ownership of a Regular Interest
in
REMIC III, as well as the obligation to make payments in respect
of the
Class I-A-1/I-A-2 Net WAC Pass-Through Amount to the Class I-A-1/I-A-2
Net
WAC Reserve Account for distribution in respect of the Class I-A-2
Certificates, which obligation shall not be an interest in any REMIC
but a
contractual obligation of the holders of the Class I-A-1 Certificates.
For
federal income tax purposes, the Regular Interest the ownership of
which
is represented by this Certificate shall accrue interest at the related
Uncertificated REMIC III Pass-Through Rate instead of the Pass-Through
Rate applicable to such Certificate. Any amount accrued on each
Distribution Date by Holders of this Certificate in excess of, or
less
than, the amount specified in the foregoing sentence for the Regular
Interest the ownership of which is represented by this Certificate
shall
be treated in accordance with the provisions relating to Class I-A-1/I-A-2
Net WAC Pass-Through Amounts in Section 6.09.
|
(3)
|
The
Class I-A-2 Certificates represent ownership of a Regular Interest
in
REMIC III, as well as the right to receive payments from the Class
I-A-1/I-A-2 Net WAC Reserve Account in respect of Class I-A-1/I-A-2
Net
WAC Pass-Through Amount, which payments shall not be in respect of
an
interest in any REMIC. For federal income tax purposes, the Regular
Interest the ownership of which is represented by this Certificate
shall
accrue interest at the related Uncertificated REMIC III Pass-Through
Rate
instead of the Pass-Through Rate applicable to such Certificate.
Any
amount accrued on each Distribution Date by Holders of this Certificate
in
excess of, or less than, the amount specified in the foregoing sentence
for the Regular Interest the ownership of which is represented by
this
Certificate shall be treated in accordance with the provisions relating
to
Class I-A-1/I-A-2 Net WAC Pass-Through Amounts in Section
6.09.
|
(4)
|
The
Class I-A-2 Certificates will accrue interest at the Class I-A-2
Pass-Through Rate on a notional amount calculated in accordance with
the
definition of “Certificate Notional Amount” herein. The Class I-A-2
Certificates will not be entitled to distributions in respect of
principal.
|
(5)
|
The
Class II-A-1 Certificates represent ownership of a Regular Interest
in
REMIC III, as well as the obligation to make payments in respect
of the
Class II-A-1/II-A-2 Net WAC Pass-Through Amount to the Class II-A-1/II-A-2
Net WAC Reserve Account for distribution in respect of the Class
II-A-2
Certificates, which obligation shall not be an interest in any REMIC
but a
contractual obligation of the holders of the Class II-A-1 Certificates.
For federal income tax purposes, the Regular Interest the ownership
of
which is represented by this Certificate shall accrue interest at
the
related Uncertificated REMIC III Pass-Through Rate instead of the
Pass-Through Rate applicable to such Certificate. Any amount accrued
on
each Distribution Date by Holders of this Certificate in excess of,
or
less than, the amount specified in the foregoing sentence for the
Regular
Interest the ownership of which is represented by this Certificate
shall
be treated in accordance with the provisions relating to Class
II-A-1/II-A-2 Net WAC Pass-Through Amounts in Section 6.10.
|
(6)
|
The
Class II-A-2 Certificates represent ownership of a Regular Interest
in
REMIC III, as well as the right to receive payments from the Class
II-A-1/II-A-2 Net WAC Reserve Account in respect of Class II-A-1/II-A-2
Net WAC Pass-Through Amount, which payments shall not be in respect
of an
interest in any REMIC. For federal income tax purposes, the Regular
Interest the ownership of which is represented by this Certificate
shall
accrue interest at the related Uncertificated REMIC III Pass-Through
Rate
instead of the Pass-Through Rate applicable to such Certificate.
Any
amount accrued on each Distribution Date by Holders of this Certificate
in
excess of, or less than, the amount specified in the foregoing sentence
for the Regular Interest the ownership of which is represented by
this
Certificate shall be treated in accordance with the provisions relating
to
Class II-A-1/II-A-2 Net WAC Pass-Through Amounts in Section
6.10.
|
(7)
|
The
Class II-A-2 Certificates will accrue interest at the Class II-A-2
Pass-Through Rate on a notional amount calculated in accordance with
the
definition of “Certificate Notional Amount” herein. The Class II-A-2
Certificates will not be entitled to distributions in respect of
principal.
|
(8)
|
The
Class C Certificate will not accrue interest on its Certificate Principal
Balance, but will be entitled to 100% of amount distributed on REMIC
II
Regular Interest C.
|
The
Trust
Fund shall be named, and may be referred to as, the “Bear Xxxxxxx Asset Backed
Securities I Trust 2006-AC3.” The Certificates issued hereunder may be referred
to as “Asset-Backed Certificates Series 2006-AC3” (including for purposes of any
endorsement or assignment of a Mortgage Note or Mortgage).
In
consideration of the mutual agreements herein contained, the Depositor, the
Master Servicer, the Securities Administrator, the Sponsor, the Company and
the
Trustee agree as follows:
ARTICLE
I
DEFINITIONS
Section
1.01 Defined
Terms.
In
addition to those terms defined in Section 1.02, whenever used in this
Agreement, the following words and phrases, unless the context otherwise
requires, shall have the following meanings:
20%
Clean-up Call Date:
Shall
mean the first Distribution Date upon which the aggregate Stated Principal
Balance of the Mortgage Loans as of the end of the related Due Period is less
than or equal to 20% of the aggregate Cut-off Date Principal Balance of the
Mortgage Loans.
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
or the Master Servicer (except in its capacity as successor to the Company
or
the related Servicer).
Accepted
Servicing Practices:
With
respect to each EMC Mortgage Loan, those mortgage servicing practices (including
collection procedures) that are in accordance with all applicable statutes,
regulations and prudent mortgage banking practices for similar mortgage
loans.
Accounts:
The
Distribution Account, the Net WAC Reserve Fund, the Class I-A-1/I-A-2 Net WAC
Reserve Account, the Class II-A-1/II-A-2 Net WAC Reserve Account and any
Protected Account.
Additional
Disclosure: As defined in Section 4.18.
Additional
Interest Amount:
As to
the Class I-A-1 Certificates, the amount paid to the Holders of the Class I-A-1
Certificates from amounts received from the Corridor Contract Counterparty
in
respect of the Class I-A-1 Interest Rate Corridor Contract, to the extent
One-Month LIBOR exceeds 6.100% per annum, subject to a ceiling of 9.100% per
annum.
As
to the
Class II-A-1 Certificates, the amount paid to the Holders of the Class II-A-1
Certificates from amounts received from the Corridor Contract Counterparty
in
respect of the Class II-A-1 Interest Rate Corridor Contract, to the extent
One-Month LIBOR exceeds 6.000% per annum, subject to a ceiling of 9.000% per
annum.
Additional
Master Servicing Compensation:
The
meaning specified in Section 4.14.
Additional
Disclosure:
As
defined in Section 4.18.
Additional
Form 10-D Disclosure:
As
defined in Section 4.18.
Additional
Form 10-K Disclosure:
As
defined in Section 4.18.
Advance:
An
advance of delinquent payments of principal or interest in respect of a Mortgage
Loan required to be made by the Company as provided in Section 6.01(a) hereof,
by the related Servicer in accordance with the related Servicing Agreement
or by
the Master Servicer as provided in Section 6.01(b) hereof.
Agreement:
This
Pooling and Servicing Agreement and any and all amendments or supplements hereto
made in accordance with the terms herein.
American
Home:
American Home Mortgage Servicing, Inc., and any successor thereto.
American
Home Assignment Agreement:
The
Assignment, Assumption and Recognition Agreement, dated as of April 28, 2006,
by
and among the Sponsor, American Home and the Trustee evidencing the assignment
of the American Home Servicing Agreement to the Trust, attached hereto as
Exhibit S-1.
American
Home Mortgage Loans:
Those
Mortgage Loans subject to this Agreement which were purchased by the Sponsor
from American Home pursuant to the American Home Servicing
Agreement.
American
Home Servicing Agreement:
The
Purchase, Warranties and Servicing Agreement, dated as of March 1, 2006, between
Sponsor and American Home, attached hereto as Exhibit R-1, as modified by the
American Home Assignment Agreement.
Amount
Held for Future Distribution:
As to
any Distribution Date, the aggregate amount held in the Company’s or the related
Servicer’s Protected Account at the close of business on the immediately
preceding Determination Date on account of (i) all Scheduled Payments or
portions thereof received in respect of the Mortgage Loans due after the related
Due Period and (ii) Principal Prepayments, Liquidation Proceeds and Insurance
Proceeds received in respect of such Mortgage Loans after the last day of the
related Prepayment Period.
Annual
Statement of Compliance: As defined in Section 4.16.
Applied
Realized Loss Amount:
With
respect to any Distribution Date and a Class of Subordinate Certificates, the
sum of the Realized Losses with respect to the Mortgage Loans which have been
applied in reduction of the Certificate Principal Balance of that Class of
Certificates pursuant to Section 6.05 of this Agreement, which have not
previously been reimbursed.
Appraised
Value:
With
respect to any Mortgage Loan originated in connection with a refinancing, the
appraised value of the Mortgaged Property based upon the appraisal made at
the
time of such refinancing or, with respect to any other Mortgage Loan, the lesser
of (x) the appraised value of the Mortgaged Property based upon the appraisal
made by a fee appraiser at the time of the origination of the related Mortgage
Loan, and (y) the sales price of the Mortgaged Property at the time of such
origination.
Assignment
Agreement:
Shall
mean any of the National City Assignment Agreement, Chevy Chase Assignment
Agreement, CitiMortgage Assignment Agreement, Harbourside Assignment Agreement,
Wachovia Assignment Agreement, Xxxxx Fargo Assignment Agreement or the American
Home Assignment Agreement.
Assessment
of Compliance:
As
defined in Section 4.17.
Attesting
Party:
As
defined in Section 4.17.
Attestation
Report:
As
defined in Section 4.17.
Available
Funds:
The sum
of Interest Funds and Principal Funds with respect to the Mortgage
Loans.
Bankruptcy
Code:
Title
11 of the United States Code.
Basic
Principal Distribution Amount:
Shall
mean, with respect to any Distribution Date, the lesser of (a) the excess of
(i)
the Available Funds for such Distribution Date over (ii) the aggregate Monthly
Interest Distributable Amount for the Certificates (other than the Class P,
Class C and Class R Certificates) for such Distribution Date and (b) the excess
of (i) the Principal Remittance Amount for such Distribution Date over (ii)
the
Overcollateralization Release Amount, if any, for such Distribution
Date.
BSABS
I:
Bear
Xxxxxxx Asset Backed Securities I LLC.
Book-Entry
Certificates:
Any of
the Certificates that shall be registered in the name of the Depository or
its
nominee, the ownership of which is reflected on the books of the Depository
or
on the books of a person maintaining an account with the Depository (directly,
as a “Depository Participant”, or indirectly, as an indirect participant in
accordance with the rules of the Depository and as described in Section 7.06).
As of the Closing Date, each Class of Offered Certificates constitutes a Class
of Book-Entry Certificates.
Business
Day:
Any day
other than (i) a Saturday or a Sunday, or (ii) a day on which banking
institutions in The City of New York, New York, Minneapolis, Minnesota,
Columbia, Maryland or the city in which the Corporate Trust Office of the
Trustee or the principal office of the Company or the Master Servicer is located
are authorized or obligated by law or executive order to be closed.
Certificate:
Any one
of the certificates of any Class executed and authenticated by the Securities
Administrator in substantially the forms attached hereto as Exhibits A-1 through
A-6.
Certificate
Notional Amount:
As to
the Class C Certificates and any Distribution Date, an amount equal to the
aggregate Stated Principal Balance of the Mortgage Loans. The initial
Certificate Notional Amount of the Class C Certificates shall be
$534,547,220.95. As to the Class I-A-2 Certificates and any Distribution Date,
an amount equal to the Certificate Principal Balance of the Class I-A-1
Certificate for such Distribution Date. The initial Certificate
Notional Amount of the Class I-A-2 Certificates shall be $231,684,000.00.
As to the Class II-A-2 Certificates and any Distribution Date, an amount equal
to the Certificate Principal Balance of the Class II-A-1 Certificate for such
Distribution Date. The initial Certificate Notional Amount of the Class
II-A-2 Certificates shall be $176,710,000.00. For federal income tax purposes,
however, the Class I-A-2 Certificates will have a Certificate Notional Amount
equal to the Uncertificated Principal Balance of REMIC II Regular I-A-1, the
Class II-A-2 Certificates will have a Certificate Notional Amount equal to
the
Uncertificated Principal Balance of REMIC II Regular II-A-1, and the Class
C
Certificates will have a Certificate Notional Amount equal to the Uncertificated
Notional Amount of REMIC II Regular Interest C.
Certificate
Owner:
With
respect to a Book-Entry Certificate, the Person that is the beneficial owner
of
such Book-Entry Certificate.
Certificate
Principal Balance:
As to
any Certificate (other than any Class R Certificate) and as of any Distribution
Date, the Initial Certificate Principal Balance of such Certificate plus any
Subsequent Recoveries added to the Certificate Principal Balance of such
Certificate pursuant to Section 6.05 less the sum of (i) all amounts distributed
with respect to such Certificate in reduction of the Certificate Principal
Balance thereof on previous Distribution Dates pursuant to Section 6.04 and
(ii)
any Applied Realized Loss Amounts allocated to such Certificate on previous
Distribution Dates. As to the Class C Certificates and as of any Distribution
Date, an amount equal to the Uncertificated Principal Balance of REMIC II
Regular Interest C.
Certificate
Register:
The
register maintained pursuant to Section 7.02 hereof.
Certificateholder
or Holder:
The
person in whose name a Certificate is registered in the Certificate Register
(initially, Cede & Co., as nominee for the Depository, in the case of any
Book-Entry Certificates).
Chevy
Chase:
Chevy
Chase Bank, F.S.B.
Chevy
Chase Assignment Agreement:
The
Assignment, Assumption and Recognition Agreement, dated as of April 28, 2006,
by
and among the Sponsor, Chevy Chase, the Trustee and BSABS I evidencing the
assignment of the Chevy Chase Servicing Agreement to the Trust, attached hereto
as Exhibit S-2.
Chevy
Chase Servicing Agreement:
The
Purchase, Warranties and Servicing Agreement, dated as of July 1, 2001, between
the Sponsor and Chevy Chase, as amended, attached hereto as Exhibit R-2, as
modified by the Chevy Chase Assignment Agreement.
CitiMortgage:
CitiMortgage,
Inc., fka Citicorp Mortgage, Inc.
CitiMortgage
Assignment Agreement:
The
Assignment, Assumption and Recognition Agreement, dated as of May 1, 2006,
by
and among the Sponsor, CitiMortgage and the Trustee evidencing the assignment
of
the CitiMortgage Servicing Agreement to the Trust, attached hereto as Exhibit
S-3.
CitiMortgage
Servicing Agreement:
The
Mortgage Loan
Purchase and Servicing Agreement, dated as of August 1, 2003, between the
Assignor and CitiMortgage,
attached
hereto as Exhibit R-3, as
modified by the CitiMortgage Assignment Agreement.
Class:
All
Certificates bearing the same Class designation as set forth in Section 7.01
hereof.
Class
A Certificates:
Any of
Class I-A-1, Class I-A-2, Class II-A-1 and Class II-A-2
Certificates.
Class
I-A-1 Certificate:
Any
Certificate designated as a “Class I-A-1 Certificate” on the face thereof, in
the form of Exhibit A-1 hereto, representing the right to the Percentage
Interest of distributions provided for the Class I-A-1 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC III, (ii) the right to
receive Net WAC Rate Carryover Amounts, (iii) the obligation to pay Class
I-A-1/I-A-2 Net WAC Pass-Through Amounts and (iv) the right to receive payments
under the related Corridor Contract.
Class
I-A-1 Pass-Through Rate:
Shall
mean on any Distribution Date, One-Month LIBOR plus 0.40% per annum, with a
maximum rate of 6.50% per annum and a minimum rate of 0.40% per annum, subject
to the applicable Interest Rate Cap.
Class
I-A-1 Interest Rate Corridor Contract:
With
respect to the Class I-A-1 Certificates, the transaction evidenced by the
Confirmation, a form of which is attached hereto as Exhibit M.
Class
I-A-2 Certificate:
Any
Certificate designated as a “Class I-A-2 Certificate” on the face thereof, in
the form of Exhibit A-1 hereto, representing the right to the Percentage
Interest of distributions provided for the Class I-A-2 Certificates as set
forth
herein and evidencing (i) a Regular Interest in REMIC III, (ii) the right to
receive Net WAC Rate Carryover Amounts and (iii) the right to receive Class
I-A-1/I-A-2 Net WAC Pass-Through Amounts.
Class
I-A-2 Pass-Through Rate:
Shall
mean (i) on any Distribution Date which occurs on or prior to the Optional
Termination Date, 6.10% per annum minus One-Month LIBOR, with a maximum rate
of
6.10% per annum and a minimum rate of 0.00% per annum and (ii) for each
Distribution Date thereafter, 6.60% per annum minus One-Month LIBOR, with a
maximum rate of 6.60% per annum and a minimum rate of 0.50% per annum, in each
case subject to the applicable Interest Rate Cap.
Class
I-A-1/I-A-2 Net WAC Reserve Account:
Shall
mean the separate trust account or subaccount created and maintained by the
Securities Administrator pursuant to Section 6.09(a) hereof.
Class
I-A-1/I-A-2 Net WAC Reserve Account Deposit:
Shall
mean, with respect to the Class I-A-1/I-A-2 Net WAC Reserve Account, an amount
equal to $5,000, which the Depositor shall deposit initially into the Class
I-A-1/I-A-2 Net WAC Reserve Account pursuant to Section 6.09(a)
hereof.
Class
I-A-1/I-A-2 Net WAC Pass-Through Amount:
Shall
mean, with respect to the Class I-A-1 Certificates and any Distribution Date,
the excess, if any, of (A) the amount of interest payable on such Distribution
Date to the Regular Interest the ownership of which is represented by the Class
I-A-1 Certificates at the related Uncertificated REMIC III Pass-Through Rate,
over (B) the amount of interest payable on such Distribution Date to the Class
I-A-1 Certificates at the Class I-A-1 Pass-Through Rate.
Class
I-A-1/I-A-2 Target Rate:
Shall
mean (A) for Distribution Dates on or prior to the Optional Termination Date,
6.50% per annum and (B) for Distribution Dates thereafter, 7.00% per
annum.
Class
II-A-1 Certificate:
Any
Certificate designated as a “Class II-A-1 Certificate” on the face thereof, in
the form of Exhibit A-1 hereto, representing the right to the Percentage
Interest of distributions provided for the Class II-A-1 Certificates as set
forth herein and evidencing (i) a Regular Interest in REMIC III, (ii) the right
to receive Net WAC Rate Carryover Amounts, (iii) the obligation to pay Class
II-A-1/II-A-2 Net WAC Pass-Through Amounts and (iv) the right to receive
payments under the related Corridor Contract.
Class
II-A-1 Interest Rate Corridor Contract:
With
respect to the Class II-A-1 Certificates, the transaction evidenced by the
Confirmation, a form of which is attached hereto as Exhibit N.
Class
II-A-1 Pass-Through Rate:
Shall
mean on any Distribution Date, One-Month LIBOR plus 0.50% per annum, with a
maximum rate of 6.50% per annum and a minimum rate of 0.50% per annum, subject
to the applicable Interest Rate Cap.
Class
II-A-2 Pass-Through Rate:
Shall
mean (i) on any Distribution Date which occurs on or prior to the Optional
Termination Date, 6.00% per annum minus One-Month LIBOR, with a maximum rate
of
6.00% per annum and a minimum rate of 0.00% per annum and (ii) for each
Distribution Date thereafter, 6.50% per annum minus One-Month LIBOR, with a
maximum rate of 6.50% per annum and a minimum rate of 0.50% per annum, in each
case subject to the applicable Interest Rate Cap.
Class
II-A-1/II-A-2 Net WAC Reserve Account:
Shall
mean the separate trust account or subaccount created and maintained by the
Securities Administrator pursuant to Section 6.10(a) hereof.
Class
II-A-1/II-A-2 Net WAC Reserve Account Deposit:
Shall
mean, with respect to the Class I-A-1/I-A-2 Net WAC Reserve Account, an amount
equal to $5,000, which the Depositor shall deposit initially into the Class
I-A-1/I-A-2 Net WAC Reserve Account pursuant to Section 6.10(a)
hereof.
Class
II-A-1/II-A-2 Net WAC Pass-Through Amount:
Shall
mean, with respect to the Class II-A-1 Certificates and any Distribution Date,
the excess, if any, of (A) the amount of interest payable on such Distribution
Date to the Regular Interest the ownership of which is represented by the Class
II-A-1 Certificates at the related Uncertificated REMIC III Pass-Through Rate,
over (B) the amount of interest payable on such Distribution Date to the Class
II-A-1 Certificates at the Class II-A-1 Pass-Through Rate.
Class
II-A-1/II-A-2 Target Rate:
Shall
mean
(A)
for Distributions Dates on or prior to the Optional Termination Date, 6.50%
per
annum and (B) for Distribution Dates thereafter, 7.00% per annum.
Class
B Certificates:
Any of
the Class B-1, Class B-2, Class B-3 and Class B-4 Certificates.
Class
B-1 Certificate:
Any
Certificate designated as a “Class B-1 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to the Percentage Interest
of
distributions provided for the Class B-1 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
Net
WAC Rate Carryover Amounts.
Class
B-1 Pass-Through Rate:
Shall
mean (i) on any Distribution Date which occurs on or prior to the Optional
Termination Date, the lesser of (a) 11.00% per annum and (b) One-Month LIBOR
plus 1.050% per annum and (ii) for each Distribution Date thereafter, the lesser
of (a) 11.00% and (b) One-Month LIBOR plus 1.575% per annum, in each case
subject to a cap equal to the related Interest Rate Cap for such Distribution
Date.
Class
B-2 Certificate:
Any
Certificate designated as a “Class B-2 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to the Percentage Interest
of
distributions provided for the Class B-2 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
Net
WAC Rate Carryover Amounts.
Class
B-2 Pass-Through Rate:
Shall
mean (i) on any Distribution Date which occurs on or prior to the Optional
Termination Date, the lesser of (a) 11.00% per annum and (b) One-Month LIBOR
plus 1.150% per annum and (ii) for each Distribution Date thereafter,
the
lesser of (a) 11.00% and (b)
One-Month LIBOR plus 1.725% per annum, in each case subject to a cap equal
to
the related Interest Rate Cap for such Distribution Date.
Class
B-3 Certificate:
Any
Certificate designated as a “Class B-3 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to the Percentage Interest
of
distributions provided for the Class B-3 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
Net
WAC Rate Carryover Amounts.
Class
B-3 Pass-Through Rate:
Shall
mean (i) on any Distribution Date which occurs on or prior to the Optional
Termination Date, the lesser of (a) 11.00% and (b) One-Month LIBOR plus 2.000%
per annum and (ii) for each Distribution Date thereafter, the lesser of (a)
11.00% and (b) One-Month LIBOR plus 3.000% per annum, in each case subject
to a
cap equal to the related Interest Rate Cap for such Distribution
Date.
Class
B-4 Certificate:
Any
Certificate designated as a “Class B-4 Certificate” on the face thereof, in the
form of Exhibit A-3 hereto, representing the right to the Percentage Interest
of
distributions provided for the Class B-4 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
Net
WAC Rate Carryover Amounts.
Class
B-4 Pass-Through Rate:
Shall
mean (i) on any Distribution Date which occurs on or prior to the Optional
Termination Date, the lesser of (a) 11.00% and (b) One-Month LIBOR plus 3.000%
per annum and (ii) for each Distribution Date thereafter, the lesser of (a)
11.00% and (b) One-Month LIBOR plus 4.500% per annum, in each case subject
to a
cap equal to the related Interest Rate Cap for such Distribution
Date.
Class
C Certificate:
Any
Certificate designated as a “Class C Certificate” on the face thereof, in the
form of Exhibit A-4 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class C Certificates herein and evidencing (i)
a
Regular Interest in REMIC III and (ii) the obligation to pay Net WAC Rate
Carryover Amounts.
Class
C Distribution Amount:
With
respect to any Distribution Date, the sum of (i) the Monthly Interest
Distributable Amount for the Class C Certificates for such Distribution Date,
(ii) any Overcollateralization Release Amount for such Distribution Date and
(iii) without duplication, any Subsequent Recoveries not distributed to the
Class A, Class M and Class B Certificates on such Distribution Date; provided,
however, that on and after the Distribution Date on which the Certificate
Principal Balances of the Offered Certificates and Class B-4 Certificates have
been reduced to zero, the Class C Distribution Amount shall include the
Overcollateralized Amount. For federal income tax purposes, the Class C
Distribution Amount for the Class C Certificates for any Distribution Date
shall
be an amount equal to 100% of the amount distributed in respect of REMIC II
Regular Interest C on such Distribution Date.
Class
M Certificates:
Any of
the Class M-1, Class M-2 and Class M-3 Certificates.
Class
M-1 Certificate:
Any
Certificate designated as a “Class M-1 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to the Percentage Interest
of
distributions provided for the Class M-1 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III and (ii) the obligation to pay
Net WAC Rate Carryover Amounts.
Class
M-1 Pass-Through Rate:
Shall
mean (i) on any Distribution Date which occurs on or prior to the Optional
Termination Date, the lesser of (a) 11.00% and (b) One-Month LIBOR plus 0.350%
per annum and (ii) for each Distribution Date thereafter, the lesser of (a)
11.00% and (b) One-Month LIBOR plus 0.525% per annum, in each case subject
to a
cap equal to the related Interest Rate Cap for such Distribution
Date.
Class
M-2 Certificate:
Any
Certificate designated as a “Class M-2 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to the Percentage Interest
of
distributions provided for the Class M-2 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III and (ii) the obligation to pay
Net WAC Rate Carryover Amounts.
Class
M-2 Pass-Through Rate:
Shall
mean (i) on any Distribution Date which occurs on or prior to the Optional
Termination Date, the lesser of (a) 11.00% and (b) One-Month LIBOR plus 0.450%
per annum and (ii) for each Distribution Date thereafter, the lesser of (a)
11.00% and (b) One-Month LIBOR plus 0.675% per annum, in each case subject
to a
cap equal to the related Interest Rate Cap for such Distribution
Date.
Class
M-3 Certificate:
Any
Certificate designated as a “Class M-3 Certificate” on the face thereof, in the
form of Exhibit A-2 hereto, representing the right to the Percentage Interest
of
distributions provided for the Class M-3 Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III and (ii) the obligation to pay
Net WAC Rate Carryover Amounts.
Class
M-3 Pass-Through Rate:
Shall
mean (i) on any Distribution Date which occurs on or prior to the Optional
Termination Date, the lesser of (a) 11.00% and (b) One-Month LIBOR plus 0.550%
per annum and (ii) for each Distribution Date thereafter, the lesser of (a)
11.00% and (b) One-Month LIBOR plus 0.825% per annum, in each case subject
to a
cap equal to the related Interest Rate Cap for such Distribution
Date.
Class
P Certificate:
Any
Certificate designated as a “Class P Certificate” on the face thereof, in the
form of Exhibit A-5 hereto, representing the right to its Percentage Interest
of
distributions provided for the Class P Certificates as set forth herein and
evidencing (i) a Regular Interest in REMIC III and (ii) the right to receive
Prepayment Charge Waiver Amounts.
Class
P Certificate Account:
The
account established and maintained by the Securities Administrator pursuant
to
Section 6.11 hereof.
Class
R Certificates:
Any of
the Class R-1, Class R-2 and Class R-3 Certificates.
Class
R-1 Certificate:
Any
Certificate designated a “Class R-1 Certificate” on the face thereof, in
substantially the form set forth in Exhibit A-6 hereto, evidencing the Residual
Interest in REMIC I and representing the right to the Percentage Interest of
distributions provided for the Class R-1 Certificates as set forth
herein.
Class
R-2 Certificate:
Any
Certificate designated a “Class R-2 Certificate” on the face thereof, in
substantially the form set forth in Exhibit A-6 hereto, evidencing the Residual
Interest in REMIC II and representing the right to the Percentage Interest
of
distributions provided for the Class R-2 Certificates as set forth
herein.
Class
R-3 Certificate:
Any
Certificate designated a “Class R-3 Certificate” on the face thereof, in
substantially the form set forth in Exhibit A-6 hereto, evidencing the Residual
Interest in REMIC III and representing the right to the Percentage Interest
of
distributions provided for the Class R-3 Certificates as set forth
herein.
Closing
Date:
April
28, 2006.
Code:
The
Internal Revenue Code of 1986, including any successor or amendatory
provisions.
Company:
EMC.
Company
Information:
As
defined in Section 4.18(b).
Compensating
Interest:
An
amount, not to exceed the Servicing Fee, to be deposited in the Distribution
Account by the Company or the related Servicer to the payment of a Prepayment
Interest Shortfall on a Mortgage Loan subject to this Agreement; provided that
in the event the Company or the related Servicer fails to make such payment,
the
Master Servicer shall be obligated to do so to the extent provided in Section
6.02(c) hereof.
Corporate
Trust Office:
The
designated office of the Trustee where at any particular time its corporate
trust business with respect to this Agreement shall be administered, which
office at the date of the execution of this Agreement is located at US Bank
Corporate Trust Services, Xxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000, Attention: Corporate Trust Services/BSABS I 2006-AC3, or at such other
address as the Trustee may designate from time to time; and with respect to
the
Securities Administrator, the designated office of the Securities Administrator
at which at any particular time its corporate trust business with respect to
this Agreement shall be administered, which office at the date of the execution
of this Agreement is located at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, XX 00000,
Attention: Corporate Trust Services, BSABS 2006-AC3 except for purposes of
certificate transfer purposes, such term shall mean the office or agency of
the
Securities Administrator located at Xxxxx Fargo Bank, N.A., Xxxxx Xxxxxx xxx
Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust
Services, BSABS 2006-AC3.
Corresponding
Certificate:
With
respect to each REMIC II Regular Interest, the Certificate with the
corresponding designation.
Corresponding
Interest:
With
respect to each REMIC I Regular Interest (other than REMIC I Regular Interests
AA, ZZ, 1-Sub, 2-Sub, 1-Grp, 2-Grp, XX, C and P), the REMIC II Regular Interest
with the corresponding designation.
Corridor
Contracts:
Any of
the Class I-A-1 Interest Rate Corridor Contract and the Class II-A-1 Interest
Rate Corridor Contract.
Corridor
Contract Counterparty:
Bear
Xxxxxxx Financial Products, Inc.
Corridor
Contract Scheduled Termination Date:
With
respect to each of the Class I-A-1 Certificates and Class II-A-1 Certificates,
the Distribution Date in July 2013.
Cross-Over
Date:
The
first Distribution Date on which the aggregate Certificate Principal Balance
of
the related Subordinate Certificates has been reduced to zero (giving effect
to
all related distributions on such Distribution Date).
Current
Report:
The
Current Report pursuant to Section 13 or 15(d) of the Exchange Act.
Custodial
Agreement:
An
agreement, dated as of April 28, 2006, among the Depositor, the Sponsor, the
Trustee, the Master Servicer and the Custodian in substantially the form of
Exhibit J hereto.
Custodian:
Xxxxx
Fargo Bank, National Association, or any successor custodian appointed pursuant
to the provisions hereof and the Custodial Agreement.
Cut-off
Date:
The
close of business on April 1, 2006.
Cut-off
Date Principal Balance:
As to
any Mortgage Loan, the unpaid principal balance thereof as of the close of
business on the Cut-off Date after application of all Principal Prepayments
received prior to the Cut-off Date and scheduled payments of principal due
on or
before the Cut-off Date, whether or not received, but without giving effect
to
any installments of principal received in respect of Due Dates after the Cut-off
Date. The aggregate Cut-off Date Principal Balance of the Mortgage Loans is
$534,547,220.95.
Debt
Service Reduction:
With
respect to any Mortgage Loan, a reduction by a court of competent jurisdiction
in a proceeding under the Bankruptcy Code in the Scheduled Payment for such
Mortgage Loan that became final and non-appealable, except such a reduction
resulting from a Deficient Valuation or any other reduction that results in
a
permanent forgiveness of principal.
Deficient
Valuation:
With
respect to any Mortgage Loan, a valuation by a court of competent jurisdiction
of the Mortgaged Property in an amount less than the then outstanding
indebtedness under such Mortgage Loan, or any reduction in the amount of
principal to be paid in connection with any Scheduled Payment that results
in a
permanent forgiveness of principal, which valuation or reduction results from
an
order of such court that is final and non-appealable in a proceeding under
the
Bankruptcy Code.
Definitive
Certificates:
As
defined in Section 7.06.
Deleted
Mortgage Loan:
A
Mortgage Loan replaced or to be replaced by a Replacement Mortgage
Loan.
Delinquent:
A
Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant to
the terms of such Mortgage Loan by the close of business on the day such payment
is scheduled to be due. A Mortgage Loan is “30 days delinquent” if such payment
has not been received by the close of business on the corresponding day of
the
month immediately succeeding the month in which such payment was due, or, if
there is no such corresponding day (e.g., as when a 30-day month follows a
31-day month in which a payment was due on the 31st day of such month), then
on
the last day of such immediately succeeding month. Similarly for “60 days
delinquent,” “90 days delinquent” and so on. Delinquent as described in this
definition is also described as the OTS method.
Denomination:
With
respect to each Certificate, the amount set forth on the face thereof as the
“Initial Principal Balance or Initial Notional Amount”.
Depositor:
Bear
Xxxxxxx Asset Backed Securities I LLC, a Delaware limited liability company,
or
its successor in interest.
Depositor
Information:
As
defined in Section 4.18(b).
Depository:
The
initial Depository shall be The Depository Trust Company (“DTC”), the nominee of
which is Cede & Co., or any other organization registered as a “clearing
agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. The Depository shall initially be the registered Holder of the
Book-Entry Certificates. The Depository shall at all times be a “clearing
corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of
the State of New York.
Depository
Agreement:
With
respect to the Class of Book-Entry Certificates, the agreement among the
Depositor, the Trustee and the initial Depository, dated as of the Closing
Date,
substantially in the form of Exhibit H.
Depository
Participant:
A
broker, dealer, bank or other financial institution or other Person for whom
from time to time a Depository effects book-entry transfers and pledges of
securities deposited with the Depository.
Determination
Date:
With
respect to any Distribution Date, the 15th day of the month of such Distribution
Date or, if such 15th day is not a Business Day, the immediately preceding
Business Day.
Distribution
Account:
The
separate Eligible Account created and maintained by the Securities Administrator
pursuant to Section 5.08 in the name of the Trustee for the benefit of the
Certificateholders and designated “U.S. Bank National Association, in trust for
registered Holders of Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed
Certificates, Series 2006-AC3” shall be held in trust for the Certificateholders
for the uses and purposes set forth in this Agreement.
Distribution
Account Deposit Date:
As to
any Distribution Date, the Business Day immediately preceding such Distribution
Date.
Distribution
Date:
The
25th day of each calendar month after the initial issuance of the Certificates,
or if such 25th day is not a Business Day, the next succeeding Business Day,
commencing in May 2006.
Distribution
Report:
The
Asset-Backed Issuer Distribution Report pursuant to Section 13 or 15(d) of
the
Exchange Act.
Due
Date:
As to
any Mortgage Loan, the date in each month on which the related Scheduled Payment
is due, as set forth in the related Mortgage Note.
Due
Period:
With
respect to any Distribution Date, the period from the second day of the calendar
month preceding the calendar month in which such Distribution Date occurs
through close of business on the first day of the calendar month in which such
Distribution Date occurs.
Early
Turbo Payment Date:
The
Distribution Date in April 2016.
XXXXX:
As
defined in Section 4.18.
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, or (ii) an account or
accounts in a depository institution or trust company in which such accounts
are
insured by the FDIC (to the limits established by the FDIC) and the uninsured
deposits in which accounts are otherwise secured such that, as evidenced by
an
Opinion of Counsel delivered to the Trustee and to each Rating Agency, the
Certificateholders have a claim with respect to the funds in such account or
a
perfected first priority security interest against any collateral (which shall
be limited to Permitted Investments) securing such funds that is superior to
claims of any other depositors or creditors of the depository institution or
trust company in which such account is maintained, or (iii) a trust account
or
accounts maintained with the corporate trust department of a federal or state
chartered depository institution or trust company having capital and surplus
of
not less than $50,000,000, acting in its fiduciary capacity or (iv) any other
account acceptable to the Rating Agencies. Eligible Accounts may bear interest,
and may include, if otherwise qualified under this definition, accounts
maintained with the Trustee.
EMC:
EMC
Mortgage Corporation, a Delaware corporation.
EMC
Mortgage Loans:
Those
Mortgage Loans serviced by the Company pursuant to the terms of this
Agreement.
ERISA:
The
Employee Retirement Income Security Act of 1974, as amended.
ERISA
Restricted Certificates:
Any of
the Class C, Class P and Residual Certificates.
Event
of Default:
As
defined in Section 9.01 hereof.
Excess
Liquidation Proceeds:
To the
extent not required by law to be paid to the related Mortgagor, the excess,
if
any, of any Liquidation Proceeds with respect to a Mortgage Loan over the Stated
Principal Balance of such Mortgage Loan and accrued and unpaid interest at
the
related Mortgage Rate through the last day of the month in which the Mortgage
Loan has been liquidated.
Excess
Spread:
With
respect to any Distribution Date is the excess, if any, of the Interest Funds
for such Distribution Date over the Monthly Interest Distributable Amounts
payable to the Offered Certificates on such Distribution Date.
Exemption:
Prohibited Transaction Exemption 90-30, as amended from time to
time.
Exchange
Act:
Securities Exchange Act of 1934, as amended.
Exchange
Act Reports:
Any
reports required to be filed pursuant to Section 4.18 of this
Agreement.
Extra
Principal Distribution Amount:
With
respect to any Distribution Date (a) on or prior to the earlier of (1) the
20%
Clean-Up Call Date and (2) the Distribution Date in April 2016, the lesser
of
(x) the Excess Spread for such Distribution Date and (y) the
Overcollateralization Increase Amount for such Distribution Date; and (b)
thereafter, the Excess Spread for such Distribution Date; provided that, the
Excess Spread in clause (b) will be used first to pay the Overcollateralization
Increase Amount, any Unpaid Interest Shortfalls and any Net WAC Rate Carryover
Amounts on such Distribution Date.
Xxxxxx
Mae:
Xxxxxx
Xxx (formerly, Federal National Mortgage Association), or any successor
thereto.
FDIC:
The
Federal Deposit Insurance Corporation, or any successor thereto.
Final
Recovery Determination:
With
respect to any defaulted Mortgage Loan or any REO Property (other than a
Mortgage Loan or REO Property purchased by the Sponsor or the Class C
Certificateholder pursuant to or as contemplated by Section 2.03(c) or Section
11.01), a determination made by the Company pursuant to this Agreement or the
applicable Servicer pursuant to the related Servicing Agreement that all
Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which
the Company or such Servicer, in its reasonable good faith judgment, expects
to
be finally recoverable in respect thereof have been so recovered. The Master
Servicer shall maintain records, based solely on information provided by each
Servicer, of each Final Recovery Determination made thereby.
Final
Scheduled Distribution Date:
With
respect to the Group I Certificates and the Group II Certificates, May 25,
2036.
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 to November 30, as applicable.
Form
8-K Disclosure Information:
As
defined in Section 3.18(a)(ii)(A).
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).
Group
I Certificates:
The
Class I-A-1 Certificates and Class I-A-2 Certificates.
Group
I Loans:
The
Mortgage Loans identified as such on the Mortgage Loan Schedule.
Group
I Principal Distribution Amount:
With
respect to any Distribution Date, the product of the Principal Distribution
Amount for such Distribution Date and a fraction, the numerator of which is
the
Principal Funds for Loan Group I for such Distribution Date and the denominator
of which is the Principal Funds for both Loan Groups for such Distribution
Date.
Group
II Certificates:
The
Class II-A-1 Certificates and Class II-A-2 Certificates.
Group
II Loans:
The
Mortgage Loans identified as such on the Mortgage Loan Schedule.
Group
II Principal Distribution Amount:
With
respect to any Distribution Date, the product of the Principal Distribution
Amount for such Distribution Date and a fraction, the numerator of which is
the
Principal Funds for Loan Group II for such Distribution Date and the denominator
of which is the Principal Funds for both Loan Groups for such Distribution
Date.
Harbourside:
Savannah Bank, NA dba Harbourside Mortgage Corporation.
Harbourside
Assignment Agreement:
The
Assignment, Assumption and Recognition Agreement, dated as of April 28, 2006,
by
and among the Sponsor, Harbourside and the Trustee evidencing the assignment
of
the Harbourside Servicing Agreement to the Trust, attached hereto as Exhibit
S-5.
Harbourside
Servicing Agreement:
The
Purchase, Warranties and Servicing Agreement, dated as of April 1, 2005, between
the Sponsor and Harbourside, as amended, attached hereto as Exhibit R-5, as
modified by the Harbourside Assignment Agreement.
Indemnified
Persons:
The
Trustee, the Master Servicer, the Company, the Trust Fund and the Securities
Administrator and their officers, directors, agents and employees and, with
respect to the Trustee, any separate co-trustee and its officers, directors,
agents and employees.
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 Custodial
Agreement.
Initial
Certificate Principal Balance:
With
respect to any Certificate, the Certificate Principal Balance of such
Certificate or any predecessor Certificate 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 included in the Trust Fund, any insurance policy
or
LPMI Policy, including all riders and endorsements thereto in effect with
respect to such Mortgage Loan, including any replacement policy or policies
for
any Insurance Policies.
Insurance
Proceeds:
Proceeds paid in respect of the Mortgage Loans pursuant to any Insurance Policy
or any other insurance policy covering a Mortgage Loan, to the extent such
proceeds are payable to the mortgagee under the Mortgage, the Company, the
related Servicer or the trustee under the deed of trust and are not applied
to
the restoration of the related Mortgaged Property or released to the Mortgagor
in accordance with the procedures that the Company or the related Servicer
would
follow in servicing mortgage loans held for its own account, in each case other
than any amount included in such Insurance Proceeds in respect of Insured
Expenses.
Insured
Expenses:
Expenses covered by an Insurance Policy or any other insurance policy with
respect to the Mortgage Loans.
Interest
Accrual Period:
With
respect to the Class A, Class B and Class M Certificates and any Distribution
Date, the period from and including the 25th day of the calendar month preceding
the calendar month in which the Distribution Date occurs (or, with respect
to
the first Interest Accrual Period for the Class M Certificates and Class B
Certificates, the Closing Date), to and including the 24th day of the calendar
month in which such Distribution Date occurs. All calculations of interest
on
the Class A Certificates and Class C Certificates will be made on the basis
of a
360-day year consisting of twelve 30-day months. All calculations of interest
on
the Class M Certificates and Class B Certificates will be made on the basis
of
the actual number of days elapsed in the related Interest Accrual
Period.
Interest
Determination Date:
Shall
mean the second LIBOR Business Day preceding the commencement of each Interest
Accrual Period.
Interest
Funds:
For any
Distribution Date, (i) the sum, without duplication, of (a) all scheduled
interest during the related Due Period with respect to the related Mortgage
Loans less the Servicing Fee, the Master Servicing Fee and the LPMI Fee, if
any,
(b) all Advances relating to interest with respect to the related Mortgage
Loans
made on or prior to the related Distribution Account Deposit Date, (c) all
Compensating Interest with respect to the related Mortgage Loans required to
be
remitted by the Company or the Master Servicer pursuant to this Agreement or
the
related Servicer pursuant to the related Servicing Agreement with respect to
such Distribution Date, (d) Liquidation Proceeds and Subsequent Recoveries
with
respect to the related Mortgage Loans collected during the related Prepayment
Period (to the extent such Liquidation Proceeds and Subsequent Recoveries relate
to interest), (e) all amounts relating to interest with respect to each Mortgage
Loan repurchased by the Sponsor pursuant to Sections 2.02 and 2.03 and by EMC
pursuant to Section 4.20 and (f) all amounts in respect of interest paid by
the
Master Servicer pursuant to Section 11.01, in each case to the extent remitted
by the Company or the related Servicer, as applicable, to the Distribution
Account pursuant to this Agreement or the related Servicing Agreement, minus
(ii) all amounts required to be reimbursed pursuant to Sections 5.02, 5.05
and
5.09 or as otherwise set forth in this Agreement.
Interest
Rate Cap:
With
respect to the Class I-A-1 Certificates and Class I-A-2 Certificates, will
be
calculated based on an assumed certificate with a Certificate Principal Balance
equal to the Certificate Principal Balance of the Class I-A-1 Certificates
and a
fixed pass-through rate of 6.50% per annum and a rate increase of 0.50% per
annum after the Optional Termination Date. If the weighted average of the Net
Mortgage Rates on the Group I Loans is less than 6.50% per annum (or, after
the
Optional Termination Date, 7.00% per annum), the amount of the shortfall which
would occur with respect to the assumed certificate will be allocated between
the Class I-A-1 Certificates and Class I-A-2 Certificates in proportion to
their
current entitlements to interest calculated without regard to this cap, and
the
Interest Rate Cap for each such Class for such Distribution Date will be equal
to the Pass-Through Rate for such Class for such Distribution Date (determined
without regard to the related Interest Rate Cap) reduced by the shortfall for
such Distribution Date allocable to such Class as determined pursuant to this
sentence. For the avoidance of doubt, the Interest Rate Cap will not be
applicable to the Class I-A-1 Certificates and Class I-A-2 Certificates for
any
Distribution Date on which the weighted average of the Net Mortgage Rates on
the
Mortgage Loans is equal to or greater than 6.50% per annum (or, after the
Optional Termination Date, 7.00% per annum).
With
respect to the Class II-A-1 Certificates and Class II-A-2 Certificates, will
be
calculated based on an assumed certificate with a Certificate Principal Balance
equal to the Certificate Principal Balance of the Class II-A-1 Certificates
and
a fixed pass-through rate of 6.50% per annum and a rate increase of 0.50% per
annum after the Optional Termination Date. If the weighted average of the Net
Mortgage Rates on the Mortgage Loans in Loan Group II is less than 6.50% per
annum (or, after the Optional Termination Date, 7.00% per annum), the amount
of
the shortfall which would occur with respect to the assumed certificate will
be
allocated between the Class II-A-1 Certificates and Class II-A-2 Certificates
in
proportion to their current entitlements to interest calculated without regard
to this cap, and the Interest Rate Cap for each such Class for such Distribution
Date will be equal to the Pass-Through Rate for such Class for such Distribution
Date (determined without regard to the related Interest Rate Cap) reduced by
the
shortfall for such Distribution Date allocable to such Class as determined
pursuant to this sentence. For the avoidance of doubt, the Interest Rate Cap
will not be applicable to the Class II-A-1 Certificates and Class II-A-2
Certificates for any Distribution Date on which the weighted average of the
Net
Mortgage Rates on the Mortgage Loans is equal to or greater than 6.50% per
annum
(or, after the Optional Termination Date, 7.00% per annum).
With
respect to the Class M Certificates and Class B Certificates, a per annum rate
equal to the weighted average of the weighted average of the Net Mortgage Rates
on the Mortgage Loans in each Loan Group as of the first day of the month
preceding the month in which such Distribution Date occurs, weighted in
proportion to the results of subtracting from the aggregate Stated Principal
Balance of the Mortgage Loans in each Loan Group, the aggregate Certificate
Principal Balance of the related Senior Certificates, adjusted for the actual
numbers of days elapsed in the Interest Accrual Period.
For
federal income tax purposes, the Interest Rate Cap with respect to each of
the
Class A Certificates and any Distribution Date shall be equal to the
Uncertificated REMIC III Pass-Through Rate for such Distribution Date for the
Regular Interest the ownership of which is represented by such Certificate.
For
federal income tax purposes, the Interest Rate Cap with respect to each Class
M
Certificate and Class B Certificate and any Distribution Date shall be a rate
equal to the weighted average of the Uncertificated REMIC II Pass-Through Rate
for such Distribution Date for the REMIC II Regular Interest for which such
Certificate is the Corresponding Certificate.
Interest
Shortfall:
With
respect to any Distribution Date, means the aggregate shortfall, if any, in
collections of interest (adjusted to the related Net Mortgage Rates) on Mortgage
Loans resulting from (a) Principal Prepayments in full received during the
related Prepayment Period, (b) the partial Principal Prepayments received during
the related Prepayment Period to the extent applied prior to the Due Date in
the
month of the Distribution Date and (c) interest payments on certain of the
Mortgage Loans being limited pursuant to the provisions of the Relief Act or
similar state laws.
Last
Scheduled Distribution Date:
May 25,
2036.
Issuing
Entity:
Bear
Xxxxxxx Asset Backed Securities I Trust 2006-AC3.
Latest
Possible Maturity Date:
The
Distribution Date following the final scheduled maturity date of the Mortgage
Loan in the Trust Fund having the latest scheduled maturity date as of the
Cut-off Date. For purposes of the Treasury regulations under Code Section 860A
through 860G, the latest possible maturity date of each Regular Interest issued
by REMIC I, REMIC II and REMIC III shall be the Latest Possible Maturity
Date.
LIBOR
Business Day:
Shall
mean a day on which banks are open for dealing in foreign currency and exchange
in London and New York City.
LIBOR
Certificates:
Any of
the Offered Certificates and Private Certificates.
Liquidated
Loan:
With
respect to any Distribution Date, a defaulted Mortgage Loan that has been
liquidated through deed-in-lieu of foreclosure, foreclosure sale, trustee’s sale
or other realization as provided by applicable law governing the real property
subject to the related Mortgage and any security agreements and as to which
the
Company or the related Servicer has made a Final Recovery Determination with
respect thereto.
Liquidation
Proceeds:
Amounts, other than Insurance Proceeds, received in connection with the partial
or complete liquidation of a Mortgage Loan, whether through trustee’s sale,
foreclosure sale or otherwise, or in connection with any condemnation or partial
release of a Mortgaged Property and any other proceeds received with respect
to
an REO Property, less the sum of related unreimbursed Advances, Servicing Fees
and Servicing Advances and all expenses of liquidation, including property
protection expenses and foreclosure and sale costs, including court and
reasonable attorneys fees.
Loan
Group:
Any of
Loan Group I and Loan Group II.
Loan
Group I:
The
group of Mortgage Loans included as such on the Mortgage Loan
Schedule.
Loan
Group II:
The
group of Mortgage Loans included as such on the Mortgage Loan
Schedule.
Loan-to-Value
Ratio:
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 Appraised Value of the related Mortgaged Property.
Loss
Allocation Limitation:
The
meaning specified in Section 6.05(c)
hereof.
LPMI
Fee:
Shall
mean the fee payable to the insurer for each Mortgage Loan subject to an LPMI
Policy as set forth in such LPMI Policy.
LPMI
Policy:
A
policy of mortgage guaranty insurance issued by an insurer meeting the
requirements of Xxxxxx Mae and Xxxxxxx Mac in which the Company or the related
Servicer of the related Mortgage Loan is responsible for the payment of the
LPMI
Fee thereunder from collections on the related Mortgage Loan.
Majority
Class C Certificateholder:
Shall
mean the Holder of a 50.01% or greater Percentage Interest in the Class C
Certificates.
Marker
Rate:
With
respect to REMIC II Regular Interest C and any Distribution Date, a per annum
rate equal to two (2) times the weighted average of the Uncertificated REMIC
I
Pass-Through Rates for the REMIC I Regular Interests (other than REMIC I Regular
Interests AA, 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and P), with the rate on each
such
REMIC I Regular Interest (other than REMIC I Regular Interest ZZ) subject to
a
cap equal to the the Uncertificated REMIC II Pass-Through Rate for the
Corresponding Interest for the purpose of this calculation for such Distribution
Date, and with the rate on REMIC I Regular Interest ZZ subject to a cap of
zero
for the purpose of this calculation; provided, however, that solely for this
purpose, the related cap with respect to each REMIC I Regular Interest (other
than REMIC I Regular Interests AA, ZZ, 1-Sub, 1-Grp, 2-Sub, 2-Grp and P) shall
be multiplied by a fraction, the numerator of which is 30 and the denominator
of
which is the actual number of days in the related Accrual Period.
Master
Servicer:
Xxxxx
Fargo Bank, National Association, in its capacity as master servicer, and its
successors and assigns.
Master
Servicing Compensation:
For any
Distribution Date, the Master Servicing Fee for such Distribution Date and
any
amounts earned on Permitted Investments in the Distribution
Account.
Master
Servicing Fee:
As to
each Mortgage Loan and any Distribution Date, an amount equal to 1/12th of
the
Master Servicing Fee Rate multiplied by the Stated Principal Balance of such
Mortgage Loan as of the last day of the related Due Period.
Master
Servicing Fee Rate:
0.0085%
per annum.
Master
Servicing Information:
As
defined in Section 4.18(b).
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.
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.
Monthly
Interest Distributable Amount:
With
respect to the Certificates (other than the Class P Certificates and Class
R
Certificates) for any Distribution Date, means an amount equal to the interest
accrued during the related Interest Accrual Period at the applicable
Pass-Through Rate on the Certificate Principal Balance or Certificate Notional
Amount of such Certificate, or otherwise distributable thereto, immediately
prior to such Distribution Date less such Certificate’s share of any Unpaid
Interest Shortfall and the interest portion of any Realized Losses on the
Mortgage Loans allocated to such Certificate pursuant to Section 1.02. The
Monthly Interest Distributable Amount with respect to the Class A Certificates
and Class C Certificates is calculated on the basis of a 360-day year consisting
of twelve 30-day months. The Monthly Interest Distributable Amount with respect
to the Subordinate Certificates is calculated on the basis of a 360-day year
and
the actual number of days elapsed during the related Interest Accrual Period.
No
Monthly Interest Distributable Amount will be payable with respect to any Class
of Certificates after the Distribution Date on which the outstanding Certificate
Principal Balance or Certificate Notional Amount of such Certificate has been
reduced to zero.
Monthly
Statement:
The
statement delivered to the Certificateholders pursuant to Section
6.06.
Moody’s:
Xxxxx’x
Investors Service, Inc.
Mortgage:
The
mortgage, deed of trust or other instrument creating a first lien on or first
priority ownership interest in an estate in fee simple in real property securing
a Mortgage Note.
Mortgage
File:
The
mortgage documents listed in Section 2.01 hereof pertaining to a particular
Mortgage Loan and any additional documents delivered to the Trustee or the
Custodian on its behalf to be added to the Mortgage File pursuant to this
Agreement.
Mortgage
Loans:
Such of
the Mortgage Loans transferred and assigned to the Trustee pursuant to the
provisions hereof, as from time to time are held as a part of the Trust Fund
(including any REO Property), the mortgage loans so held being identified in
the
Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of
title of the related Mortgaged Property. Any mortgage loan that was intended
by
the parties hereto to be transferred to the Trust Fund as indicated by such
Mortgage Loan Schedule which is in fact not so transferred for any reason
including, without limitation, a breach of the representation contained in
Section 2.03(b)(v) hereof, shall continue to be a Mortgage Loan hereunder until
the Purchase Price with respect thereto has been paid to the Trust
Fund.
Mortgage
Loan Purchase Agreement:
Shall
mean the Mortgage Loan Purchase Agreement, dated as of April 28, 2006, between
the Sponsor, as seller and the Depositor, as purchaser.
Mortgage
Loan Purchase Price:
The
price, calculated as set forth in Section 11.01, to be paid in connection with
the repurchase of the Mortgage Loans pursuant to Section 11.01.
Mortgage
Loan Schedule:
The
list of Mortgage Loans (as from time to time amended by the Seller to reflect
the deletion of Deleted Mortgage Loans and the addition of Replacement Mortgage
Loans pursuant to the provisions of this Agreement) transferred to the Trustee
as part of the Trust Fund and from time to time subject to this Agreement,
the
initial Mortgage Loan Schedule being attached hereto as Exhibit B, setting
forth
the following information with respect to each Mortgage Loan:
(i)
|
the
loan number;
|
(ii)
|
the
Loan Group;
|
(iii)
|
the
Mortgage Rate in effect as of the Cut-off
Date;
|
(iv)
|
the
Servicer (or the Company, if it services the Mortgage Loan), the
Servicing
Fee Rate;
|
(v)
|
the
LPMI Fee, if applicable;
|
(vi)
|
the
Net Mortgage Rate in effect as of the Cut-off
Date;
|
(vii)
|
the
maturity date;
|
(viii)
|
the
original principal balance;
|
(ix)
|
the
Cut-off Date Principal Balance;
|
(x)
|
the
original term;
|
(xi)
|
the
remaining term;
|
(xii)
|
the
property type; and
|
(xiii)
|
the
MIN with respect to each Mortgage
Loan.
|
Such
schedule shall also set forth the aggregate Cut-off Date Principal Balance
for
all of the Mortgage Loans in each Loan Group.
Mortgage
Note:
The
original executed note or other evidence of indebtedness of a Mortgagor under
a
Mortgage Loan.
Mortgage
Rate:
The
annual rate of interest borne by a Mortgage Note.
Mortgaged
Property:
The
underlying property securing a Mortgage Loan.
Mortgagor:
The
obligors on a Mortgage Note.
National
City:
Savannah Bank, NA dba Harbourside Mortgage Corporation.
National
City Assignment Agreement:
The
Assignment, Assumption and Recognition Agreement, dated as of April 28, 2006,
by
and among the Sponsor, National City, BSABS I and the Trustee evidencing the
assignment of the National City Servicing Agreement to the Trust, attached
hereto as Exhibit S-6.
National
City Servicing Agreement:
The
Purchase, Warranties and Servicing Agreement, dated as of October
1, 2001,
between
the Sponsor and National City, as amended, attached hereto as Exhibit R-6,
as
modified by the National City Assignment Agreement.
Net
Interest Shortfalls:
Shall
mean Interest Shortfalls net of payments by the Company, the Servicer or the
Master Servicer in respect of Compensating Interest.
Net
Monthly Excess Cashflow:
With
respect to any Distribution Date, the sum of (a) any Overcollateralization
Release Amount for such Distribution Date and (b) the Remaining Excess Spread
for such Distribution Date.
Net
Mortgage Rate:
As to
each Mortgage Loan, and at any time, the per annum rate equal to the related
Mortgage Rate less the sum of (i) the Servicing Fee Rate, (ii) the Master
Servicing Fee Rate and (iii) the rate at which the LPMI Fee is calculated,
if
any.
Net
WAC Rate Carryover Amount:
With
respect to each Class of Offered Certificates and the Class B-4 Certificates
and
any Distribution Date, an amount equal to the sum of (i) the excess, if any,
of
(x) the amount of interest such Class would have been entitled to receive on
such Distribution Date at the Pass-Through Rate applicable to such Class if
such
Pass-Through Rate would not have been reduced by the applicable Interest Rate
Cap on such Distribution Date over (y) the amount of interest paid to such
Class
on such Distribution Date plus (ii) the related Net WAC Rate Carryover Amount
for the previous Distribution Date for such Class not previously distributed
together with interest thereon at a rate equal to the Pass-Through Rate for
such
Class for the most recently ended Interest Accrual Period.
Net
WAC Reserve Fund:
Shall
mean the separate trust account created and maintained by the Securities
Administrator pursuant to Section 6.08 hereof.
Net
WAC Reserve Fund Deposit:
With
respect to the Net
WAC
Reserve
Fund, an amount equal to $5,000, which the Depositor shall deposit initially
into the Net WAC Reserve Fund pursuant to Section 6.08 hereof.
Non-Book-Entry
Certificate:
Any
Certificate other than a Book-Entry Certificate.
Nonrecoverable
Advance:
Any
portion of an Advance previously made or proposed to be made by the Company
or
the Master Servicer pursuant to this Agreement or the related Servicer pursuant
to the related Servicing Agreement, that, in the good faith judgment of the
Company, the Master Servicer or the related Servicer, will not or, in the case
of a proposed advance, would not, be ultimately recoverable by it from the
related Mortgagor, related Liquidation Proceeds, Insurance Proceeds or
otherwise.
Offered
Certificates:
Any of
the Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2, Class M-1, Class
M-2,
Class M-3, Class B-1, Class B-2 and Class B-3 Certificates.
Officer’s
Certificate:
A
certificate (i) signed by the Chairman of the Board, the Vice Chairman of the
Board, the President, a Vice President (however denominated), an Assistant
Vice
President, the Treasurer, the Secretary, or one of the assistant treasurers
or
assistant secretaries of the Depositor or the Master Servicer (or any other
officer customarily performing functions similar to those performed by any
of
the above designated officers and also to whom, with respect to a particular
matter, such matter is referred because of such officer’s knowledge of and
familiarity with a particular subject) or (ii), if provided for in this
Agreement, signed by a Servicing Officer, as the case may be, and delivered
to
the Depositor, the Sponsor, the Securities Administrator, the Master Servicer
and/or the Trustee, as the case may be, as required by this
Agreement.
One-Month
LIBOR:
With
respect to any Interest Accrual Period and the LIBOR Certificates, the rate
determined by the Securities Administrator on the related Interest Determination
Date on the basis of the rate for U.S. dollar deposits for one month that
appears on Telerate Screen Page 3750 as of 11:00 a.m. (London time) on such
Interest Determination Date. If
such
rate does not appear on such page (or such other page as may replace that page
on that service, or if such service is no longer offered, such other service
for
displaying One-Month LIBOR or comparable rates as may be reasonably selected
by
the Securities Administrator), One-Month LIBOR for the applicable Interest
Accrual Period will be the Reference Bank Rate. If no such quotations can be
obtained by the Securities Administrator and no Reference Bank Rate is
available, One-Month LIBOR shall be One-Month LIBOR applicable to the preceding
Interest Accrual Period. The establishment of One-Month LIBOR on each Interest
Determination Date by the Securities Administrator and the Securities
Administrator’s calculation of the rate of interest applicable to the LIBOR
Certificates for the related Interest Accrual Period shall, in the absence
of
manifest error, be final and binding. One-Month LIBOR for the Class I-A-1
Certificates and Class I-A-2 Certificates and the first Interest Accrual Period
will be approximately 4.88% per annum and 4.92% with regard to the Class II-A-1
Certificates and Class II-A-2 Certificates. One-Month LIBOR for the other LIBOR
Certificates and any Interest Accrual Period shall be calculated as described
above.
Opinion
of Counsel:
A
written opinion of counsel, who may be counsel for the Sponsor, the Depositor,
the Company or the Master Servicer, reasonably acceptable to each addressee
of
such opinion; provided that with respect to Section 2.05, 8.05, 8.07 or 12.01,
or the interpretation or application of the REMIC Provisions, such counsel
must
(i) in fact be independent of the Sponsor, Depositor, the Company and the Master
Servicer, (ii) not have any direct financial interest in the Sponsor, Depositor,
the Company or the Master Servicer or in any affiliate of either, and (iii)
not
be connected with the Sponsor, Depositor, the Company or the Master Servicer
as
an officer, employee, promoter, underwriter, trustee, partner, director or
person performing similar functions.
Optional
Termination:
The
termination of the Trust Fund created hereunder as a result of the purchase
of
all of the Mortgage Loans and any REO Property pursuant to the last sentence
of
Section 11.01 hereof.
Optional
Termination Date:
The
first Distribution Date on which the Trust Fund may be terminated at the option
of the Majority Class C Certificateholder as described under Section
11.01.
Original
Value:
The
value of the property underlying a Mortgage Loan based, in the case of the
purchase of the underlying Mortgaged Property, on the lower of an appraisal
or
the sales price of such property or, in the case of a refinancing, on an
appraisal.
Originator:
With
respect to each Mortgage Loan, shall mean the originator set forth in the
Mortgage Loan Schedule for such Mortgage Loan.
OTS:
The
Office of Thrift Supervision.
Outstanding:
With
respect to the Certificates as of any date of determination, all Certificates
theretofore executed and authenticated under this Agreement except:
(a) Certificates
theretofore canceled by the Securities Administrator or delivered to the
Securities Administrator for cancellation; and
(b) Certificates
in exchange for which or in lieu of which other Certificates have been executed
and delivered by the Securities Administrator pursuant to this
Agreement.
Outstanding
Mortgage Loan:
As of
any date of determination, a Mortgage Loan with a Stated Principal Balance
greater than zero that was not the subject of a Principal Prepayment in full,
and that did not become a Liquidated Loan, prior to the end of the related
Prepayment Period.
Overcollateralization
Increase Amount:
As of
any Distribution Date, the lesser of (a) the excess, if any, of (i) the
Overcollateralization Target Amount over (ii) the Overcollateralized Amount
on
such Distribution Date (after taking into account payments to the Offered
Certificates of the Basic Principal Distribution Amount on such Distribution
Date) and (b) the Excess Spread for such Distribution Date.
Overcollateralization
Release Amount:
With
respect to any Distribution Date, the lesser of (x) the Principal Remittance
Amount for such Distribution Date and (y) the excess, if any, of (i) the
Overcollateralized Amount for such Distribution Date (assuming that 100% of
the
Principal Remittance Amount is applied as a principal payment on such
Distribution Date) over (ii) the Overcollateralization Target Amount for such
Distribution Date (with the amount pursuant to clause (y) deemed to be $0 if
the
Overcollateralized Amount is less than or equal to the Overcollateralization
Target Amount on that Distribution Date).
Overcollateralization
Target Amount:
With
respect to any Distribution Date, $4,810,924.99.
Overcollateralized
Amount:
With
respect to any Distribution Date, is the excess, if any, of (a) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period over (b) the aggregate Certificate Principal Balance of the Offered
Certificates and the Class B-4 Certificates on such Distribution Date (after
taking into account the payment of principal other than any Extra Principal
Distribution Amount on such Certificates).
Ownership
Interest:
As to
any Certificate, any ownership interest in such Certificate including any
interest in such Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or beneficial.
Pass-Through
Rate:
With
respect to each Class of Certificates (other than the Class C, Class P and
Class
R Certificates), the Class I-A-1 Pass-Through Rate, Class I-A-2 Pass-Through
Rate, Class II-A-1 Pass-Through Rate, Class II-A-2 Pass-Through Rate, Class
M-1
Pass-Through Rate, Class M-2 Pass-Through Rate, Class M-3 Pass-Through Rate,
Class B-1 Pass-Through Rate, Class B-2 Pass-Through Rate, Class B-3 Pass-Through
Rate or Class B-4 Pass-Through Rate, as applicable.
With
respect to the Class C Certificate, the Class C Certificate shall not have
a
Pass-Through Rate, but the Monthly Interest Distribuable Amount for such
Certificate and each Distribution Date shall be an amount equal to 100% of
the
amounts distributable to REMIC II Regular Interest C for such Distribution
Date.
With
respect to the Class P Certificate, 0.00% per annum.
Pass-Through
Transfer:
Any
transaction involving either (1) a sale or other transfer of 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.
Paying
Agent:
The
Securities Administrator will act as the initial paying agent, and its
successors and assigns.
Percentage
Interest:
With
respect to any Certificate of a specified Class, the Percentage Interest set
forth on the face thereof or the percentage obtained by dividing the
Denomination of such Certificate by the aggregate of the Denominations of all
Certificates of such Class.
Permitted
Investments:
At any
time, any one or more of the following obligations and securities:
(i) obligations
of
the United States or any agency thereof, provided such obligations are backed
by
the full faith and credit of the United States;
(ii) general
obligations of or obligations guaranteed by any state of the United States
or
the District of Columbia receiving the highest long-term debt rating of each
Rating Agency, 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;
(iii) commercial
or finance company paper which is then receiving the highest commercial or
finance company paper rating of each Rating Agency, 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;
(iv) certificates
of deposit, demand or time deposits, or bankers’ acceptances issued by any
depository institution or trust company incorporated under the laws of the
United States or of any state thereof and subject to supervision and examination
by federal and/or state banking authorities (including the Trustee in its
commercial banking capacity), provided that the commercial paper and/or long
term unsecured debt obligations of such depository institution or trust company
are then rated one of the two highest long-term and the highest short-term
ratings of each such Rating Agency for such securities, or such lower ratings
as
will not result in the downgrading or withdrawal of the rating then assigned
to
the Certificates by any Rating Agency;
(v) demand
or
time deposits or certificates of deposit issued by any bank or trust company
or
savings institution to the extent that such deposits are fully insured by the
FDIC;
(vi) guaranteed
reinvestment agreements issued by any bank, insurance company or other
corporation containing, at the time of the issuance of such agreements, such
terms and conditions as will not result in the downgrading or withdrawal of
the
rating then assigned to the Certificates by any such Rating Agency;
(vii) repurchase
obligations with respect to any security described in clauses (i) and (ii)
above, in either case entered into with a depository institution or trust
company (acting as principal) described in clause (iv) above;
(viii) securities
(other than stripped bonds, stripped coupons or instruments sold at a purchase
price in excess of 115% of the face amount thereof) bearing interest or sold
at
a discount issued by any corporation incorporated under the laws of the United
States or any state thereof which, at the time of such investment, have one
of
the two highest long term ratings of each Rating Agency (except if the Rating
Agency is Moody’s, such rating shall be the highest commercial paper rating of
Moody’s for any such securities), or such lower rating as will not result in the
downgrading or withdrawal of the rating then assigned to the Certificates by
any
Rating Agency, as evidenced by a signed writing delivered by each Rating
Agency;
(ix) interests
in any money market fund (including any such fund managed or advised by the
Trustee or Master Servicer 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 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;
(x) short
term investment funds sponsored by any trust company or banking association
incorporated under the laws of the United States or any state thereof (including
any such fund managed or advised by the Trustee or any affiliate thereof) which
on the date of acquisition has been rated by each Rating Agency in their
respective highest applicable rating category 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; and
(xi) such
other investments having a specified stated maturity and bearing interest or
sold at a discount acceptable to each Rating Agency as will not result in the
downgrading or withdrawal of the rating then assigned to the Certificates by
any
Rating Agency, as evidenced by a signed writing delivered by each Rating
Agency;
provided,
that no such instrument shall be a Permitted Investment if such instrument
(i)
evidences the right to receive interest only payments with respect to the
obligations underlying such instrument, (ii) is purchased at a premium or (iii)
is purchased at a deep discount; provided further that no such instrument shall
be a Permitted Investment (A) if such instrument evidences principal and
interest payments derived from obligations underlying such instrument and the
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, or (B) if it may be redeemed at a price below the purchase price
(the foregoing clause (B) not to apply to investments in units of money market
funds pursuant to clause (vi) above); provided further that no amount
beneficially owned by any REMIC may be invested in investments (other than
money
market funds) treated as equity interests for federal income tax purposes,
unless the Master Servicer shall receive an Opinion of Counsel, at the expense
of the Master Servicer, to the effect that such investment will not adversely
affect the status of any such REMIC as a REMIC under the Code or result in
imposition of a tax on any such REMIC. Permitted Investments that are subject
to
prepayment or call may not be purchased at a price in excess of
par.
Permitted
Transferee:
Any
Person (x) other than (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, (ii) a foreign government, International Organization
or
any agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers’ cooperatives described in Section 521 of the Code) that
is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income) on any excess
inclusions (as defined in Section 860E(c)(1) of the Code) with respect to any
Residual Certificate, (iv) rural electric and telephone cooperatives described
in Section 1381(a)(2)(C) of the Code or (v) an electing large partnership within
the meaning of Section 775(a) of the Code, (y) that is a citizen or resident
of
the United States, a corporation, partnership (other than a partnership that
has
any direct or indirect foreign partners) or other entity (treated as a
corporation or a partnership for federal income tax purposes) created or
organized in or under the laws of the United States, any State thereof or the
District of Columbia, an estate whose income from sources without the United
States is includible in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States, or a trust if a court within the United States is
able
to exercise primary supervision over the administration of the trust and one
or
more United States persons have authority to control all substantial decisions
of the trust or if it has a valid election in effect under applicable U.S.
Treasury regulations to be treated as a United States person and (z) other
than
any other Person so designated by the Trustee based upon an Opinion of Counsel
addressed to the Trustee (which shall not be an expense of the Trustee) that
states that the Transfer of an Ownership Interest in a Residual Certificate
to
such Person may cause REMIC I, REMIC II or REMIC III to fail to qualify as
a
REMIC at any time that any Certificates are Outstanding. The terms “United
States,” “State” and “International Organization” shall have the meanings set
forth in Section 7701 of the Code or successor provisions. A corporation will
not be treated as an instrumentality of the United States or of any State or
political subdivision thereof for these purposes if all of its activities are
subject to tax and, with the exception of Xxxxxxx Mac, a majority of its board
of directors is not selected by such government unit.
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
Assumption:
The
applicable rate of prepayment, as described in the Prospectus Supplement
relating to each Class of Offered Certificates.
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
Charge Waiver Amount:
Any
amount paid by the Company or related Servicer to the Master Servicer in respect
of waived Prepayment Charges pursuant to Section 5.01(a).
Prepayment
Interest Excess:
With
respect to any Distribution Date, for each EMC 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 Distribution Date occurs and the Determination Date of the
calendar month in which such Distribution Date occurs, an amount equal to
interest (to the extent received) at the applicable Net Mortgage Rate on the
amount of such Principal Prepayment for the number of days commencing on the
first day of the calendar month in which such Distribution Date occurs and
ending on the last date through which interest is collected from the related
Mortgagor.
Prepayment
Interest Shortfall:
With
respect to any Distribution Date, for each Mortgage Loan that was the subject
of
a partial Principal Prepayment, a Principal Prepayment in full, or that became
a
Liquidated Loan during the related Prepayment Period, (other than a Principal
Prepayment in full resulting from the purchase of a Mortgage Loan pursuant
to
Section 2.02, 2.03, 4.20 or 11.01 hereof), the amount, if any, by which (i)
one
month’s interest at the applicable Net Mortgage Rate on the Stated Principal
Balance of such Mortgage Loan immediately prior to such prepayment (or
liquidation), or in the case of a partial Principal Prepayment, on the amount
of
such prepayment (or liquidation proceeds) exceeds (ii) the amount of interest
paid or collected in connection with such Principal Prepayment or such
liquidation proceeds less the sum of (a) the related Servicing Fee, (b) the
Master Servicing Fee and (c) the LPMI Fee, if any.
Prepayment
Period:
As to
any Distribution Date and (i) each EMC Mortgage Loan, the period commencing
on
the 16th
day of
the month prior to the month in which the related Distribution Date occurs
and
ending on the 15th
day of
the month in which such Distribution Date occurs and (ii) any other Mortgage
Loan, 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
Distribution Amount:
With
respect to each Distribution Date, the sum of (a) the Basic Principal
Distribution Amount for such Distribution Date and (b) any Extra Principal
Distribution Amount for such Distribution Date.
Principal
Funds:
With
respect to any Distribution Date, (i) the sum, without duplication, of (a)
all
scheduled principal collected during the related Due Period, (b) all Advances
relating to principal made on or prior to the Distribution Account Deposit
Date,
(c) Principal Prepayments exclusive of Prepayment Charges or penalties collected
during the related Prepayment Period, (d) the Stated Principal Balance of each
Mortgage Loan in the related Loan Group that was repurchased by the Sponsor
pursuant to Sections 2.02 or 2.03, by EMC pursuant to Section 4.20 or the
related Servicer (e) the aggregate of all Substitution Adjustment Amounts for
the related Determination Date in connection with the substitution of Mortgage
Loans pursuant to Section 2.03(c), (f) all Liquidation Proceeds and Subsequent
Recoveries collected during the related Prepayment Period (to the extent such
Liquidation Proceeds and Subsequent Recoveries relate to principal), less all
non-recoverable advances relating to principal reimbursed during the related
Due
Period, and remitted by the Company or the related Servicer to the Distribution
Account pursuant to this Agreement or the related Servicing Agreement and (g)
amounts in respect of principal paid by the Majority Class C Certificateholder
pursuant to Section 11.01, minus (ii) all amounts required to be reimbursed
pursuant to Sections 5.02, 5.05 and 5.09 or as otherwise set forth in this
Agreement.
Principal
Remittance Amount:
With
respect to each Distribution Date, the sum of the amounts listed in clauses
(a)
through (e) of the definition of Principal Funds.
Principal
Prepayment:
Any
Mortgagor payment or other recovery of (or proceeds with respect to) principal
on a Mortgage Loan (including loans purchased or repurchased under Sections
2.02, 2.03, 4.20 and 11.01 hereof) that is received in advance of its scheduled
Due Date and 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. Partial Principal Prepayments shall be applied by
the
Company or the related Servicer, as appropriate, in accordance with the terms
of
the related Mortgage Note.
Private
Certificate:
Any of
the Class B-4, Class P, Class C and Residual Certificates.
Prospectus
Supplement:
The
Prospectus Supplement dated April 27, 2006 relating to the public offering
of
the Offered Certificates.
Protected
Account:
Each
account established and maintained by the Company with respect to receipts
on
the Mortgage Loans and REO Property in accordance with Section 5.01 hereof
or by
the related Servicer in accordance with the related Servicing
Agreement.
PUD:
A
Planned Unit Development.
Purchase
Price:
With
respect to any Mortgage Loan required to be repurchased by the Sponsor pursuant
to Section 2.02 or 2.03 hereof, an amount equal to the sum of (i) 100% of the
outstanding principal balance of the Mortgage Loan as of the date of such
purchase plus (ii) accrued interest thereon at the applicable Mortgage Rate
through the first day of the month in which the Purchase Price is to be
distributed to Certificateholders, reduced by any portion of the Servicing
Fee,
Servicing Advances and Advances payable to the purchaser of the Mortgage Loan
plus and (iii) any costs and damages (if any) incurred by the Trust in
connection with any violation of such Mortgage Loan of any predatory lending
laws.
Rating
Agency:
Each of
Moody’s and S&P. If any such organization or its successor is no longer in
existence, “Rating Agency” shall be a nationally recognized statistical rating
organization, or other comparable Person, designated by the Depositor, notice
of
which designation shall be given to the Trustee. References herein to a given
rating category of a Rating Agency shall mean such rating category without
giving effect to any modifiers.
Realized
Loss:
With
respect to each Mortgage Loan as to which a Final Recovery Determination has
been made, an amount (not less than zero) equal to (i) the unpaid principal
balance of such Mortgage Loan as of the commencement of the calendar month
in
which the Final Recovery Determination was made, plus (ii) accrued interest
from
the Due Date as to which interest was last paid by the Mortgagor through the
end
of the calendar month in which such Final Recovery Determination was made,
calculated in the case of each calendar month during such period (A) at an
annual rate equal to the annual rate at which interest was then accruing on
such
Mortgage Loan and (B) on a principal amount equal to the Stated Principal
Balance of such Mortgage Loan as of the close of business on the Distribution
Date during such calendar month, minus (v) the proceeds, if any, received in
respect of such Mortgage Loan during the calendar month in which such Final
Recovery Determination was made, net of amounts that are payable therefrom
to
the Company pursuant to this Agreement or the applicable Servicer pursuant
to
the related Servicing Agreement. In addition, to the extent the Master Servicer
receives Subsequent Recoveries with respect to any Mortgage Loan, the amount
of
the Realized Loss with respect to that Mortgage Loan will be reduced to the
extent such recoveries are distributed to any Class of Subordinate Certificates
or applied to increase Excess Spread on any Distribution Date.
With
respect to any REO Property as to which a Final Recovery Determination has
been
made, an amount (not less than zero) equal to (i) the unpaid principal balance
of the related Mortgage Loan as of the date of acquisition of such REO Property
on behalf of REMIC I, plus (ii) accrued interest from the Due Date as to which
interest was last paid by the Mortgagor in respect of the related Mortgage
Loan
through the end of the calendar month immediately preceding the calendar month
in which such REO Property was acquired, calculated in the case of each calendar
month during such period (A) at an annual rate equal to the annual rate at
which
interest was then accruing on the related Mortgage Loan and (B) on a principal
amount equal to the Stated Principal Balance of the related Mortgage Loan as
of
the close of business on the Distribution Date during such calendar month,
plus
(iii) REO Imputed Interest for such REO Property for each calendar month
commencing with the calendar month in which such REO Property was acquired
and
ending with the calendar month in which such Final Recovery Determination was
made, minus (iv) the aggregate of all unreimbursed Advances and Servicing
Advances.
With
respect to each Mortgage Loan which has become the subject of a Deficient
Valuation, the difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the principal
balance of the Mortgage Loan as reduced by the Deficient Valuation.
With
respect to each Mortgage Loan which has become the subject of a Debt Service
Reduction, the portion, if any, of the reduction in each affected Monthly
Payment attributable to a reduction in the Mortgage Rate imposed by a court
of
competent jurisdiction. Each such Realized Loss shall be deemed to have been
incurred on the Due Date for each affected Monthly Payment.
In
addition, to the extent the Master Servicer receives Subsequent Recoveries
with
respect to any Mortgage Loan, the amount of the Realized Loss with respect
to
that Mortgage Loan will be reduced to the extent such Subsequent Recoveries
are
applied to reduce the Certificate Principal Balance of any Class of Certificates
on any Distribution Date.
Record
Date:
With
respect to any Distribution Date and the Class I-A-1, Class I-A-2, Class II-A-1,
Class II-A-2, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class
B-3
Certificates, so long as such Certificates are Book-Entry Certificates, the
Business Day preceding such Distribution Date, and otherwise, the close of
business on the last Business Day of the month preceding the month in which
such
Distribution Date occurs. With respect to the Class B-4, Class C, Class P and
Class R Certificates and any Distribution Date, the close of business on the
last Business Day of the month preceding the month in which such Distribution
Date occurs.
Reference
Banks:
Shall
mean leading banks selected by the Securities Administrator and engaged in
transactions in Eurodollar deposits in the international Eurocurrency market
(i)
with an established place of business in London, (ii) which have been designated
as such by the Securities Administrator and (iii) which are not controlling,
controlled by, or under common control with, the Depositor, the Sponsor or
the
Master Servicer.
Reference
Bank Rate:
With
respect to any Interest Accrual Period shall mean the arithmetic mean, rounded
upwards, if necessary, to the nearest whole multiple of 0.03125%, of the offered
rates for United States dollar deposits for one month that are quoted by the
Reference Banks as of 11:00 a.m., New York City time, on the related Interest
Determination Date to prime banks in the London interbank market for a period
of
one month in an amount approximately equal to the aggregate Certificate
Principal Balance of the LIBOR Certificates for such Interest Accrual Period,
provided that at least two such Reference Banks provide such rate. If fewer
than
two offered rates appear, the Reference Bank Rate will be the arithmetic mean,
rounded upwards, if necessary, to the nearest whole multiple of 0.03125%, of
the
rates quoted by one or more major banks in New York City, selected by the
Securities Administrator, as of 11:00 a.m., New York City time, on such date
for
loans in United States dollars to leading European banks for a period of one
month in amounts approximately equal to the aggregate Certificate Principal
Balance of the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class
B-3
and Class B-4 Certificates for such Interest Accrual Period.
Regular
Certificate:
Any
Certificate other than a Residual Certificate.
Regular
Interest:
A
“regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the
Code.
Regulation
AB:
Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as 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.
Relief
Act:
The
Servicemembers Civil Relief Act, as amended or any similar state
law.
Remaining
Excess Spread:
With
respect to any Distribution Date is the Excess Spread less any Extra Principal
Distribution Amount, in each case for such Distribution Date.
REMIC:
A “real
estate mortgage investment conduit” within the meaning of Section 860D of the
Code.
REMIC
I:
The
segregated pool of assets described in Section 6.07(a).
REMIC
I Interest Loss Allocation Amount:
With
respect to any Distribution Date, an amount (subject to adjustment based on
the
actual number of days elapsed in the respective Accrual Period) equal to (a)
the
product of (i) 50% of the aggregate Stated Principal Balance of the Mortgage
Loans and REO Properties then outstanding and (ii) the Uncertificated REMIC
I
Pass-Through Rate for REMIC I Regular Interest AA minus the Marker Rate, divided
by (b) 12.
REMIC
I Interests:
The
REMIC I Regular Interests and the Class R-1 Certificates.
REMIC
I Marker Allocation Percentage:
50% of
any amount payable or loss allocable from the Mortgage Loans, which shall be
allocated to REMIC I Regular Interest AA, REMIC I Regular Interest ZZ and each
REMIC I Regular Interest for which a REMIC II Regular Interest is a
Corresponding Interest.
REMIC
I Overcollateralization Amount:
With
respect to any date of determination, (i) 0.50% of the aggregate Uncertificated
Principal Balance of the REMIC I Regular Interests (other than REMIC I Regular
Interest P) minus (ii) the aggregate Uncertificated Principal Balance of each
REMIC I Regular Interest for which a REMIC II Regular Interest is a
Corresponding Interest, in each case, as of such date of
determination.
REMIC
I Overcollateralization Target Amount:
0.50%
of the Overcollateralization Target Amount.
REMIC
I Principal Loss Allocation Amount:
With
respect to any Distribution Date, an amount equal to the product of (i) 50%
of
the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties
then outstanding and (ii) 1 minus a fraction, the numerator of which is two
(2)
times the aggregate Uncertificated Principal Balance of each REMIC I Regular
Interest for which a REMIC II Regular Interest is a Corresponding Interest,
and
the denominator of which is the aggregate Uncertificated Principal Balance
of
each REMIC I Regular Interest for which a REMIC II Regular Interest is a
Corresponding Interest and REMIC II Regular Interest ZZ.
REMIC
I Sub WAC Allocation Percentage:
50% of
any amount payable or loss allocable from the Mortgage Loans, which shall be
allocated to REMIC I Regular Interest 1-Sub, REMIC I Regular Interest 1-Grp,
REMIC I Regular Interest 2-Sub, REMIC I Regular Interest 2-Grp and REMIC I
Regular Interest XX.
REMIC
I Subordinated Balance Ratio:
The
ratio among the Uncertificated Principal Balances of each REMIC I Regular
Interest 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
Stated Principal Balance of the Mortgage Loans in Loan Group I or the Mortgage
Loans in Loan Group II, as applicable, over (y) the current Certificate
Principal Balance of the related Class A Certificates.
REMIC
I Regular Interest ZZ Maximum Interest Deferral Amount:
With
respect to any Distribution Date, the excess of (i) accrued interest at the
Uncertificated REMIC I Pass-Through Rate applicable to REMIC I Regular Interest
ZZ for such Distribution Date on a balance equal to the Uncertificated Principal
Balance of REMIC I Regular Interest ZZ minus the REMIC I Overcollateralization
Amount, in each case for such Distribution Date, over (ii) the Uncertificated
Accrued Interest on each REMIC I Regular Interest for which a REMIC II Regular
Interest is a Corresponding Interest for the purpose of this calculation for
such Distribution Date, with the rate on each such REMIC I Regular Interest
subject to a cap equal to the Uncertificated REMIC II Pass-Through Rate for
the
Corresponding Interest; provided, however, that solely for this purpose, the
related cap with respect to each REMIC I Regular Interest for which a REMIC
II
Regular Interest is a Corresponding Interest shall be multiplied by a fraction,
the numerator of which is 30 and the denominator of which is the actual number
of days in the related Accrual Period.
REMIC
I Regular Interests:
REMIC I
Regular Interest AA, REMIC I Regular Interest I-A-1, REMIC I Regular Interest
II-A-1, REMIC I Regular Interest M-1, REMIC I Regular Interest M-2, REMIC I
Regular Interest M-3, REMIC I Regular Interest B-1, REMIC I Regular Interest
B-2, REMIC I Regular Interest B-3, REMIC I Regular Interest B-4, REMIC I Regular
Interest ZZ, REMIC I Regular Interest P, REMIC I Regular Interest 1-Sub, REMIC
I
Regular Interest 1-Grp, REMIC I Regular Interest 2-Sub, REMIC I Regular Interest
2-Grp and REMIC I Regular Interest XX.
REMIC
I Regular Interest AA:
One of
the separate non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
Interest AA shall accrue interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
I Regular Interest I-A-1:
One of
the separate non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
Interest I-A-1 shall accrue interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
I Regular Interest II-A-1:
One of
the separate non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
Interest II-A-1 shall accrue interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
I Regular Interest 1-Grp:
One of
the separate non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
Interest 1-Grp shall accrue interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
I Regular Interest 1-Sub:
One of
the separate non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
Interest 1-Sub shall accrue interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
I Regular Interest 2-Grp:
One of
the separate non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
Interest 2-Grp shall accrue interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
I Regular Interest 2-Sub:
One of
the separate non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
Interest 2-Sub shall accrue interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
I Regular Interest B-1:
One of
the separate non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
Interest B-1 shall accrue interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
I Regular Interest B-2:
One of
the separate non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
Interest B-2 shall accrue interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
I Regular Interest B-3:
One of
the separate non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
Interest B-3 shall accrue interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
I Regular Interest B-4:
One of
the separate non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
Interest B-4 shall accrue interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
I Regular Interest M-1:
One of
the separate non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
Interest M-1 shall accrue interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
I Regular Interest M-2:
One of
the separate non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
Interest M-2 shall accrue interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
I Regular Interest M-3:
One of
the separate non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
Interest M-3 shall accrue interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
I Regular Interest P:
One of
the separate non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
Interest P will not accrue interest and shall be entitled to distributions
of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.
REMIC
I Regular Interest XX:
One of
the separate non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
Interest XX shall accrue interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
I Regular Interest ZZ:
One of
the separate non-certificated beneficial ownership interests in REMIC I issued
hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
Interest ZZ shall accrue interest at the related Uncertificated REMIC I
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
II:
The
segregated pool of assets described in the Preliminary Statement consisting
of
the REMIC I Regular Interests.
REMIC
II Interests:
The
REMIC II Regular Interests and the Class R-2 Certificates.
REMIC
II Regular Interests:
REMIC
II Regular Interest I-A-1, REMIC II Regular Interest II-A-1, REMIC II Regular
Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3,
REMIC II Regular Interest B-1, REMIC II Regular Interest B-2, REMIC II Regular
Interest B-3, REMIC II Regular Interest B-4 and REMIC II Regular Interest
X.
XXXXX
XX Regular Interest I-A-1:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
Interest AA shall accrue interest at the related Uncertificated REMIC II
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
II Regular Interest II-A-1:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
Interest AA shall accrue interest at the related Uncertificated REMIC II
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
II Regular Interest B-1:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
Interest B-1 shall accrue interest at the related Uncertificated REMIC II
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
II Regular Interest B-2:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
Interest B-2 shall accrue interest at the related Uncertificated REMIC II
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
II Regular Interest B-3:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
Interest B-3 shall accrue interest at the related Uncertificated REMIC II
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
II Regular Interest B-4:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
Interest B-4 shall accrue interest at the related Uncertificated REMIC II
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
II Regular Interest C:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
Interest C shall accrue interest at the related Uncertificated REMIC II
Pass-Through Rate in effect from time to time.
REMIC
II Regular Interest C Distribution Amount:
With
respect to any Distribution Date, the sum of (i) the Uncertificated Accrued
Interest for REMIC II Regular Interest C for such Distribution Date, (ii) any
Overcollateralization Release Amount for such Distribution Date and (iii)
without duplication, any Subsequent Recoveries not distributed to the Class
A,
Class M and Class B Certificates on such Distribution Date; provided, however,
that on and after the Distribution Date on which the Certificate Principal
Balance of the Offered Certificates and Class B-4 Certificates has been reduced
to zero, the REMIC II Regular Interest C Distribution Amount shall include
the
Overcollateralized Amount.
REMIC
II Regular Interest M-1:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
Interest M-1 shall accrue interest at the related Uncertificated REMIC II
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
II Regular Interest M-2:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
Interest M-2 shall accrue interest at the related Uncertificated REMIC II
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
II Regular Interest M-3:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
Interest M-3 shall accrue interest at the related Uncertificated REMIC II
Pass-Through Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto.
REMIC
II Regular Interest P:
One of
the separate non-certificated beneficial ownership interests in REMIC II issued
hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
Interest P will not accrue interest and shall be entitled to distributions
of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.
REMIC
III:
The
segregated pool of assets described in the Preliminary Statement consisting
of
the REMIC II Regular Interests.
REMIC
Opinion:
Shall
mean an Opinion of Counsel to the effect that the proposed action will not
have
an adverse affect on any REMIC created hereunder.
REMIC
Provisions:
Provisions of the federal income tax law relating to real estate mortgage
investment conduits, which appear at Sections 860A through 860G of the Code,
and
related provisions, and proposed, temporary and final regulations and published
rulings, notices and announcements promulgated thereunder, as the foregoing
may
be in effect from time to time as well as provisions of applicable state
laws.
REMIC
Regular Interests:
The
REMIC I Regular Interests and REMIC II Regular Interests.
Remittance
Date:
Shall
mean (i) with respect to the Company, the Business Day immediately preceding
the
Distribution Account Deposit Date and (ii) with respect to the related Servicer,
the date specified in the related Servicing Agreement.
Remittance
Report:
As
defined in Section 6.04(e).
REO
Imputed Interest:
As to
any REO Property, for any calendar month during which such REO Property was
at
any time part of REMIC I, one month’s interest at the applicable Net Mortgage
Rate on the Stated Principal Balance of such REO Property (or, in the case
of
the first such calendar month, of the related Mortgage Loan, if appropriate)
as
of the close of business on the Distribution Date in such calendar
month.
REO
Property:
A
Mortgaged Property acquired by the Company or the related Servicer through
foreclosure or deed-in-lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Replacement
Mortgage Loan:
A
Mortgage Loan or Mortgage Loans in the aggregate substituted by the Sponsor
for
a Deleted Mortgage Loan, which must, on the date of such substitution, as
confirmed in a Request for Release, (i) have a Stated Principal Balance, after
deduction of the principal portion of the Scheduled Payment due in the month
of
substitution, not in excess of, and not less than 90% of, the Stated Principal
Balance of the Deleted Mortgage Loan; (ii) have a fixed Mortgage Rate not less
than or more than 1% per annum higher than the Mortgage Rate of the Deleted
Mortgage Loan; (iii) have the same or higher credit quality characteristics
than
that of the Deleted Mortgage Loan; (iv) have a Loan-to-Value Ratio no higher
than that of the Deleted Mortgage Loan; (v) have a remaining term to maturity
no
greater than (and not more than one year less than) that of the Deleted Mortgage
Loan; (vi) not permit conversion of the Mortgage Rate from a fixed rate to
a
variable rate; (vii) have the same lien priority as the Deleted Mortgage Loan;
(viii) constitute the same occupancy type as the Deleted Mortgage Loan or be
owner occupied; and (ix) comply with each representation and warranty set forth
in Section 2.03 hereof.
Reportable
Event:
As
defined in Section 4.18.
Repurchase
Price:
With
respect to each Mortgage Loan, a price equal to (i) the outstanding principal
balance of such Mortgage Loan, plus (ii) interest on such outstanding principal
balance at the Mortgage Rate (net of the Servicing Fee Rate) from the last
date
through which interest has been paid to the end of the month of repurchase,
less
(iii) amounts advanced by the Company or the related Servicer in respect of
such
repurchased Mortgage Loan which are being held in the Distribution Account
for
remittance to the Securities Administrator plus (iv) 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.
Request
for Release:
The
Request for Release to be submitted by the Sponsor, the Company, the related
Servicer or the Master Servicer to the Custodian substantially in the form
of
Exhibit G. Each Request for Release furnished to the Custodian by the Sponsor,
the Company, the related Servicer or the Master Servicer shall be in duplicate
and shall be executed by an officer of such Person or a Servicing Officer (or,
if furnished electronically to the Custodian, shall be deemed to have been
sent
and executed by an officer of such Person or a Servicing Officer) of the Company
or the related Servicer, as applicable.
Required
Insurance Policy:
With
respect to any Mortgage Loan, any insurance policy that is required to be
maintained from time to time under this Agreement or the related Servicing
Agreement.
Residual
Certificates:
Any of
the Class R Certificates, each evidencing the sole class of Residual Interests
in the related REMIC.
Residual
Interest:
The
sole class of “residual interests” in a REMIC within the meaning of Section
860G(a)(2) of the Code.
Responsible
Officer:
With
respect to the Trustee, any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, or any Trust Officer with specific
responsibility for the transactions contemplated hereby, any other officer
customarily performing functions similar to those performed by any of the above
designated officers or other officers of the Trustee specified by the Trustee,
as to whom, with respect to a particular matter, such matter is referred because
of such officer’s knowledge of and familiarity with the particular
subject.
Rolling
Three Month Delinquency Rate:
With
respect to any Distribution Date, the average of the Delinquency Rates for
each
of the three (or one and two, in the case of the first and second Distribution
Dates, respectively) immediately preceding months.
S&P:
Standard & Poor’s, a division of The XxXxxx-Xxxx Companies,
Inc.
Scheduled
Payment:
The
scheduled monthly payment on a Mortgage Loan due on any Due Date allocable
to
principal and/or interest on such Mortgage Loan.
Securities
Act:
The
Securities Act of 1933, as amended.
Securities
Administrator:
Xxxxx
Fargo Bank, National Association, in its capacity as securities administrator,
transfer agent and paying agent hereunder, and its successors and
assigns.
Securities
Administrator Information:
As
defined in Section 4.18(b).
Significance
Estimate:
With
respect to any Distribution Date, and in accordance with Item 1115 of Regulation
AB, shall be an amount determined based on the reasonable good-faith estimate
by
the Sponsor or its affiliate of the aggregate maximum probable exposure of
the
outstanding Certificates to the Corridor Contracts.
Significance
Percentage:
With
respect to any Distribution Date, and in accordance with Item 1115 of Regulation
AB, shall be an percentage equal to the Significance Estimate divided by the
aggregate outstanding Certificate Principal Balance of the Adjustable Rate
Certificates, prior to the distribution of the Principal Distribution Amount
on
such Distribution Date.
Sponsor:
EMC
Mortgage Corporation, a Delaware corporation, and its successors and assigns,
in
its capacity as seller of the Mortgage Loans to the Depositor.
Senior
Certificates:
Any of
the Class I-A-1, Class I-A-2, Class II-A-1 and Class II-A-2
Certificates.
Servicer:
Shall
mean any of American Home, National City, Chevy Chase, CitiMortgage, EMC,
Harbourside, Union Federal, Wachovia or Xxxxx Fargo.
Servicing
Trigger Event:
A
Servicing Trigger Event is in effect with respect to American Home as a Servicer
and with respect to any Distribution Date if either:
(a) the
Rolling Three Month Delinquency Rate for the Group II Loans is greater than
6%;
or
(b) the
cumulative amount of Realized Losses incurred on the Group II Loans from the
Cut-off Date through the end of the calendar month immediately preceding such
Distribution Date exceeds the applicable percentage set forth below of the
aggregate balance Group II Loans as of the Cut-off Date:
0.75%
with respect to each month up to April 2009,
|
0.75%
with respect to May 2009, plus an additional 1/12th of 0.55% for
each
month thereafter until April 2010,
|
1.30%
with respect to May 2010, plus an additional 1/12th of 0.55% for
each
month thereafter until April 2011,
|
1.85%
with respect to May 2011, plus an additional 1/12th of 0.30% for
each
month thereafter until April 2012,
|
2.15%
with respect to May 2012, plus an additional 1/12th of 0.05% for
each
month thereafter until April 2013, and
|
2.20%
with respect to May 2013, and each month
thereafter
|
provided,
however, if American Home as a servicer is rated “SQ2-” or better by Xxxxx’x on
any date, the Servicing Trigger Event will no longer be in effect with respect
to any Distribution Date thereafter.
Servicing
Advances:
All
customary, reasonable and necessary “out of pocket” costs and expenses
(including reasonable legal fees) incurred in the performance by the Company
or
the related Servicer of its servicing obligations hereunder or under the related
Servicing Agreement, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, and including
any
expenses incurred in relation to any such proceedings that result from the
Mortgage Loan being registered in the MERS® System, (iii) the management and
liquidation of any REO Property (including, without limitation, realtor’s
commissions) and (iv) compliance with any obligations under Section 3.07 hereof
to cause insurance to be maintained.
Servicing
Agreement:
Shall
mean either the Amercian Home Servicing Agreement, National City Servicing
Agreement, Chevy Chase Servicing Agreement, CitiMortgage Servicing Agreement,
Harbourside Servicing Agreement, Wachovia Servicing Agreement or Xxxxx Fargo
Servicing Agreement.
Servicing
Criteria:
The
“servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be
amended from time to time, or those Servicing Criteria otherwise mutually agreed
to by EMC, the Master Servicer, the Trustee and the applicable Servicer in
response to evolving interpretations of Regulation AB and incorporated into
a
revised Exhibit O.
Servicing
Fee:
As to
each Mortgage Loan and any Distribution Date, an amount equal to 1/12th of
the
Servicing Fee Rate multiplied by the Stated Principal Balance of such Mortgage
Loan as of the last day of the related Due Period.
Servicing
Fee Rate:
0.250%
per annum.
Servicing
Modification:
With
respect to any Mortgage Loan that is in default or, in the reasonable judgment
of the Company or the related Servicer, as to which default is reasonably
foreseeable, any modification which is effected by the Company or the related
Servicer in accordance with the terms of this Agreement or the related Servicing
Agreement which results in any change in the outstanding Stated Principal
Balance, any change in the Mortgage Rate or any extension of the term of such
Mortgage Loan.
Servicing
Officer:
Any
officer of the Company or the related Servicer involved in, or responsible
for,
the administration and servicing of the Mortgage Loans (i) in the case of the
Company, whose name and facsimile signature appear on a list of servicing
officers furnished to the Trustee by the Company on the Closing Date pursuant
to
this Agreement, as such list may from time to time be amended and (ii) in the
case of the related Servicer, as to which evidence reasonably acceptable to
the
Trustee, as applicable, of due authorization, by such party has been furnished
from time to time to the Trustee.
Startup
Day:
The
Startup Day for each REMIC formed hereunder shall be the Closing
Date.
Stated
Principal Balance:
With
respect to any Mortgage Loan or related REO Property and any Distribution Date,
the Cut-off Date Principal Balance thereof minus the sum of (i) the principal
portion of the Scheduled Payments due with respect to such Mortgage Loan during
each Due Period ending prior to such Distribution Date (and irrespective of
any
delinquency in their payment), (ii) all Principal Prepayments with respect
to
such Mortgage Loan received prior to or during the related Prepayment Period,
and all Liquidation Proceeds to the extent applied by the Company or the related
Servicer as recoveries of principal in accordance with Section 3.09 or the
related Servicing Agreement with respect to such Mortgage Loan, that were
received by the Company or the related Servicer as of the close of business
on
the last day of the Prepayment Period related to such Distribution Date and
(iii) any Realized Losses on such Mortgage Loan incurred during the related
Prepayment Period. The Stated Principal Balance of a Liquidated Loan equals
zero.
Subordinate
Certificates:
Any of
the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class
B-4 Certificates.
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 Sponsor pursuant to the Mortgage
Loan
Purchase Agreement) specifically related to a Liquidated Mortgage Loan 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.
Subservicing
Agreement:
Any
agreement entered into between the Company and a subservicer with respect to
the
subservicing of any Mortgage Loan hereunder by such subservicer.
Substitution
Adjustment Amount:
The
meaning ascribed to such term pursuant to Section 2.03(d).
Successor
Master Servicer:
The
meaning ascribed to such term pursuant to Section 9.01.
Tax
Matters Person:
The
person designated as “tax matters person” in the manner provided under Treasury
Regulation Sections 1.860F-4(d) and 301.6231(a)(7)-1T. The holder of the
greatest Percentage Interest in a Class of Residual Certificates shall be the
Tax Matters Person for the related REMIC. The Securities Administrator, or
any
successor thereto or assignee thereof, shall serve as tax administrator
hereunder and as agent for the related Tax Matters Person.
Transfer
Affidavit:
As
defined in Section 7.02(c).
Transfer:
Any
direct or indirect transfer or sale of any Ownership Interest in a
Certificate.
Trust
Fund:
The
corpus of the trust created hereunder consisting of (i) the Mortgage Loans
and
all interest accruing and principal due with respect thereto after the Cut-off
Date to the extent not applied in computing the Cut-off Date Principal Balance
thereof; (ii) the Class P Certificate Account, the Net WAC Reserve Fund, the
Class I-A-1/I-A-2 Net WAC Reserve Account, the Class II-A-1/II-A-2 Net WAC
Reserve Account, the Distribution Account maintained by the Securities
Administrator and the Protected Accounts maintained by the Company and the
Servicers and all amounts deposited therein pursuant to the applicable
provisions of this Agreement and the Servicing Agreements; (iii) property that
secured a Mortgage Loan and has been acquired by foreclosure, deed in lieu
of
foreclosure or otherwise; (iv) the mortgagee’s rights under the Insurance
Policies with respect to the Mortgage Loans; (v) the Servicing Agreements and
the Assignment Agreements; (vi) the rights under the Mortgage Loan Purchase
Agreement, and (vii) all proceeds of the foregoing, including proceeds of
conversion, voluntary or involuntary, of any of the foregoing into cash or
other
liquid property. The Net WAC Reserve Fund, the Class I-A-1/I-A-2 Net WAC Reserve
Account, the Class II-A-1/II-A-2 Net WAC Reserve Account and the Prepayment
Charge Waiver Amounts shall constitute assets of the Trust Fund but will not
be
included in REMIC I, REMIC II or REMIC III.
Trustee:
U.S.
Bank National Association, a national banking association, not in its individual
capacity, but solely in its capacity as trustee for the benefit of the
Certificateholders under this Agreement, and any successor thereto, and any
corporation or national banking association resulting from or surviving any
consolidation or merger to which it or its successors may be a party and any
successor trustee as may from time to time be serving as successor trustee
hereunder.
Uncertificated
Accrued Interest:
With
respect to each REMIC Regular Interest on each Distribution Date, an amount
equal to one month’s interest at the related Uncertificated REMIC I Pass-Through
Rate or Uncertificated REMIC II Pass-Through Rate on the Uncertificated
Principal Balance or Uncertificated Notional Amount, as applicable, of such
REMIC Regular Interest. In each case, Uncertificated Accrued Interest will
be
reduced by any Unpaid Interest Shortfalls and interest portion of Realized
Losses (allocated to such REMIC Regular Interests as set forth in Sections
1.02
and 6.05).
Uncertificated
Notional Amount:
With
respect to REMIC II Regular Interest C, the aggregate Uncertificated Principal
Balance of the REMIC I Regular Interests (other than REMIC I Regular Interest
P).
Uncertificated
Principal Balance:
With
respect to each REMIC Regular Interest, the principal amount of such REMIC
Regular Interest outstanding as of any date of determination. As of the Closing
Date, the Uncertificated Principal Balance of each REMIC Regular Interest shall
equal the amount set forth in the Preliminary Statement hereto as its initial
Uncertificated Principal Balance. On each Distribution Date, the Uncertificated
Principal Balance of each REMIC Regular Interest shall be reduced by all
distributions of principal made on such REMIC Regular Interest on such
Distribution Date pursuant to Section 6.07 and, if and to the extent necessary
and appropriate, shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 6.05, and the Uncertificated Principal Balance
of
REMIC I Regular Interest ZZ shall be increased by interest deferrals as provided
in Section 6.07(b)(i). The Uncertificated Principal Balance of each REMIC
Regular Interest shall never be less than zero. With respect to REMIC II Regular
Interest C as of any date of determination, an amount equal to the excess,
if
any, of (A) the then aggregate Uncertificated
Principal Balance of
the
REMIC I Regular Interests over (B) the then aggregate Certificate Principal
Balance of the Class A, Class M, Class B and Class P Certificates then
outstanding.
Uncertificated
REMIC I Pass-Through Rate:
With
respect to any REMIC I Regular Interest other than REMIC I Regular Interest
P,
REMIC I Regular Interest 1-Grp and REMIC I Regular Interest 2-Grp, and any
Distribution Date, a per annum rate equal to the weighted average of the Net
Mortgage Rates of the Mortgage Loans as of the first day of the related Due
Period, weighted on the basis of the Stated Principal Balances thereof as of
the
first day of the related Due Period. With respect to REMIC I Regular Interest
P
and any Distribution Date, 0.00% per annum. With respect to REMIC I Regular
Interest 1-Grp, a per annum rate equal to the weighted average of the Net
Mortgage Rates of the Mortgage Loans in Loan Group I as of the first day of
the
related Due Period, weighted on the basis of the Stated Principal Balances
thereof as of the first day of the related Due Period. With respect to REMIC
I
Regular Interest 2-Grp, a per annum rate equal to the weighted average of the
Net Mortgage Rates of the Mortgage Loans in Loan Group II as of the first day
of
the related Due Period, weighted on the basis of the Stated Principal Balances
thereof as of the first day of the related Due Period.
Uncertificated
REMIC II Pass-Through Rate:
With
respect to any Distribution Date and each REMIC II Regular Interest other than
REMIC II Regular Interest C, REMIC II Regular Interest I-A-1 and REMIC II
Regular Interest II-A-1, a rate per annum equal to the Pass-Through Rate
indicated for the Class of Corresponding Certificates for such Distribution
Date; provided, however, that for this purpose the Interest Rate Cap with
respect to each such Class of Corresponding Certificates shall be equal to
the
weighted average of the Uncertificated REMIC I Pass-Through Rates for the REMIC
I Regular Interests (other than REMIC I Regular Interests 1-Sub, 2-Sub, 1-Grp,
2-Grp, XX and P), weighted on the basis of the Uncertificated Principal Balances
of each such REMIC I Regular Interest, for such Distribution Date.
With
respect to REMIC II Regular Interest I-A-1 and (i) any Distribution Date which
occurs on or prior to the Optional Termination Date, the lesser of (a) 6.50%
per
annum and (b) the weighted average of the Uncertificated REMIC I Pass-Through
Rate on REMIC I Regular Interest 1-Grp, weighted on the basis of the
Uncertificated Principal Balance of such REMIC I Regular Interest, for such
Distribution Date, and (ii) any Distribution Date thereafter, the lesser of
(a)
7.00% per annum and (b) the weighted average of the REMIC I Pass-Through Rate
on
REMIC I Regular Interest 1-Grp, weighted on the basis of the Uncertificated
Principal Balance of such REMIC I Regular Interest, for such Distribution
Date.
With
respect to REMIC II Regular Interest II-A-1 and (i) any Distribution Date which
occurs on or prior to the Optional Termination Date, the lesser of (a) 6.50%
per
annum and (b) the weighted average of the Uncertificated REMIC I Pass-Through
Rate on REMIC I Regular Interest 2-Grp, weighted on the basis of the
Uncertificated Principal Balance of such REMIC I Regular Interest, for such
Distribution Date, and (ii) any Distribution Date thereafter, the lesser of
(a)
7.00% per annum and (b) the weighted average of the REMIC I Pass-Through Rate
on
REMIC I Regular Interest 2-Grp, weighted on the basis of the Uncertificated
Principal Balance of such REMIC I Regular Interest, for such Distribution
Date.
With
respect to REMIC II Regular Interest C, a rate per annum equal to the percentage
equivalent of a fraction, the numerator of which is the sum of the amount
determined for each REMIC I Regular Interest (other than REMIC I Regular
Interests 1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and P) equal to the product of (a)
the
excess, if any, of the Uncertificated REMIC I Pass-Through Rate for such REMIC
I
Regular Interest over the Marker Rate and (y) a notional amount equal to the
Uncertificated Principal Balance of such REMIC I Regular Interest, and the
denominator of which is the aggregate Uncertificated Principal Balance of such
REMIC I Regular Interests.
Uncertificated
REMIC III Pass-Through Rate:
With
respect to the Regular Interest the ownership of which is represented by the
Class I-A-1 Certificates and any Distribution Date, a per annum rate equal
to
One-Month LIBOR plus 0.40% per annum, subject to a cap equal to the weighted
average Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest
I-A-1, weighted on the basis of the Uncertificated Principal Balance thereof
immediately prior to such Distribution Date.
With
respect to the Regular Interest the ownership of which is represented by the
Class I-A-2 Certificates and any Distribution Date, a per annum rate equal
to
the excess, if any, of (A) the Uncertificated REMIC II Pass-Through Rate for
REMIC II Regular Interest I-A-1 over (B) the lesser of (x) One-Month LIBOR
plus
0.40% per annum and (y) the weighted average Uncertificated REMIC II
Pass-Through Rate for REMIC II Regular Interest I-A-1, weighted on the basis
of
the Uncertificated Principal Balance thereof immediately prior to such
Distribution Date.
With
respect to the Regular Interest the ownership of which is represented by the
Class II-A-1 Certificates and any Distribution Date, a per annum rate equal
to
One-Month LIBOR plus 0.50% per annum, subject to a cap equal to the weighted
average Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest
II-A-1, weighted on the basis of the Uncertificated Principal Balance thereof
immediately prior to such Distribution Date.
With
respect to the Regular Interest the ownership of which is represented by the
Class II-A-2 Certificates and any Distribution Date, a per annum rate equal
to
the excess, if any, of (A) the Uncertificated REMIC II Pass-Through Rate for
REMIC II Regular Interest II-A-1 over (B) the lesser of (x) One-Month LIBOR
plus
0.50% per annum and (y) the weighted average Uncertificated REMIC II
Pass-Through Rate for REMIC II Regular Interest II-A-1, weighted on the basis
of
the Uncertificated Principal Balance thereof immediately prior to such
Distribution Date.
Union
Federal:
Union
Federal Bank of Indianapolis.
Unpaid
Interest Shortfalls:
Shall
mean Interest Shortfalls net of payments by the Company, the related Servicer
or
the Master Servicer in respect of Compensating Interest.
Voting
Rights:
The
portion of the voting rights of all the Certificates that is allocated to any
Certificate for purposes of the voting provisions hereunder. Voting Rights
shall
be allocated (i) 94.50% to the Certificates (other than the Class C, Class
P and
the Residual Certificates), (ii) 1% to the Class P Certificates, (iii) 3% to
the
Class C Certificates and (iv) 0.50% to each Class of Residual Certificates,
with
the allocation among the Certificates other than the Class C, Class P and
Residual Certificates to be in proportion to the Certificate Principal Balance
of each Class relative to the Certificate Principal Balance of all other such
Classes. Voting Rights will be allocated among the Certificates of each such
Class in accordance with their respective Percentage Interests.
Wachovia:
Wachovia
Mortgage Corporation.
Wachovia
Assignment Agreement:
The
Assignment, Assumption and Recognition Agreement, dated as of April 28, 2006,
by
and among the Sponsor, Wachovia and the Trustee evidencing the assignment of
the
Wachovia Servicing Agreement to the Trust, attached hereto as Exhibit
S-7.
Wachovia
Servicing Agreement:
Seller’s
Purchase, Warranties and Servicing Agreement, dated as of July 1, 2005, between
the Sponsor and Wachovia,
as
amended, attached hereto as Exhibit R-7, as modified by the Wachovia Assignment
Agreement.
Xxxxx
Fargo:
Xxxxx
Fargo Bank, X.X.
Xxxxx
Fargo Assignment Agreement:
The
Assignment, Assumption and Recognition Agreement, dated as of April 28, 2006,
by
and among the Sponsor, Xxxxx Fargo and the Trustee evidencing the assignment
of
the Xxxxx Fargo Servicing Agreement to the Trust, attached hereto as Exhibit
S-8.
Xxxxx
Fargo Servicing Agreement:
Amended
and Restated Master Seller’s Warranties and Servicing Agreement dated as of
November 1, 2005,
between
the Sponsor and Xxxxx Fargo,
as
amended, attached hereto as Exhibit R-8, as modified by the Xxxxx Fargo
Assignment Agreement.
Section
1.02 Allocation
of Certain Interest Shortfalls.
For
purposes of calculating the amount of the Monthly Interest Distributable Amount
for the Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2, Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2, Class B-3, Class B-4 and Class C
Certificates for any Distribution Date, (1) the aggregate amount of any Unpaid
Interest Shortfalls in respect of the Mortgage Loans for any Distribution Date
shall be allocated first, in reduction of amounts otherwise distributable to
the
Class C Certificates, and thereafter, among the Offered Certificates and the
Class B-4 Certificates in proportion to the amount of the Monthly Interest
Distributable Amount that would have been allocated to such Certificates in
the
absence of such Unpaid Interest Shortfalls, and (2) the interest portion of
Realized Losses for the Mortgage Loans will be allocated first, to the Class
C
Certificates, based on, and to the extent of, one month’s interest at the then
applicable Pass-Through Rate on the Certificate Notional Amount thereof, second
to the Class B-4 Certificates, third to the Class B-3 Certificates, fourth
to
the Class B-2 Certificates, fifth to the Class B-1 Certificates, sixth to the
Class M-3 Certificates, seventh to the Class M-2 Certificates, eighth to the
Class M-1 Certificates, and following the Cross-Over Date, ninth to the Senior
Certificates in each case, based on, and to the extent of, one month’s interest
at the then applicable respective Pass-Through Rates on the respective
Certificate Principal Balances of each such Certificate.
The
REMIC
I Marker Allocation Percentage of the aggregate amount of any Unpaid Interest
Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date
shall be allocated first,
to
Uncertificated Accrued Interest payable to REMIC I Regular Interest AA and
REMIC
I Regular Interest ZZ up to an aggregate amount equal to the REMIC I Interest
Loss Allocation Amount, 98% and 2%, respectively, and thereafter among REMIC
I
Regular Interest AA, each REMIC I Regular Interest for which a REMIC II Regular
Interest is the Corresponding Interest and REMIC I Regular Interest ZZ, in
proportion to the amount of the Uncertificated Accrued Interest that would
have
been allocated to such REMIC I Regular Interests in the absence of such Unpaid
Interest Shortfalls.
The
REMIC
I Sub WAC Allocation Percentage of the aggregate amount of any Unpaid Interest
Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date
shall be allocated to Uncertificated Accrued Interest payable to REMIC I Regular
Interest 1-Sub, REMIC I Regular Interest 1-Grp, REMIC I Regular Interest 2-Sub,
REMIC I Regular Interest 2-Grp and REMIC I Regular Interest XX, in proportion
to
the amount of the Uncertificated Accrued Interest that would have been allocated
to such REMIC I Regular Interests in the absence of such Unpaid Interest
Shortfalls.
The
aggregate amount of any Unpaid Interest Shortfalls incurred in respect of the
Mortgage Loans for any Distribution Date shall be allocated among the REMIC
II
Regular Interests in the same manner and priority as such amounts are allocable
to the Corresponding Certificates; provided, however, that solely for purposes
of the foregoing, any shortfalls allocable to the Class I-A-2 Certificates
and
Class II-A-2 shall be deemed to be allocated to the Class I-A-1 Certificates
and
Class II-A-1 Certificates, respectively.
ARTICLE
II
CONVEYANCE
OF TRUST FUND
REPRESENTATIONS
AND WARRANTIES
Section
2.01 Conveyance
of Trust Fund.
Pursuant
to the Mortgage Loan Purchase Agreement, the Sponsor sold, transferred,
assigned, set over and otherwise conveyed to the Depositor, without recourse,
all the right, title and interest of the Sponsor in and to the assets in the
Trust Fund.
The
Sponsor has entered into this Agreement in consideration for the purchase of
the
Mortgage Loans by the Depositor pursuant to the Mortgage Loan Purchase Agreement
and has agreed to take the actions specified herein.
The
Depositor, concurrently with the execution and delivery hereof, hereby sells,
transfers, assigns, sets over and otherwise conveys to the Trustee for the
use
and benefit of the Certificateholders, without recourse, all the right, title
and interest of the Depositor in and to the Trust Fund.
In
connection with such sale, the Depositor has delivered to, and deposited with,
the Trustee or the Custodian, as its agent, the following documents or
instruments with respect to each Mortgage Loan so assigned: (i) the original
Mortgage Note, including any riders thereto, endorsed without recourse (A)
to
the order of “U.S. Bank National Association, as Trustee for certificateholders
of Bear Xxxxxxx Asset Backed Securities I LLC, Asset Backed Certificates, Series
2006-AC3,” or (B) in the case of a loan registered on the MERS system, in blank,
and in each case showing to the extent available to the Sponsor an unbroken
chain of endorsements from the original payee thereof to the Person endorsing
it
to the Trustee, (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 if the original
is not available, a copy), with evidence of such recording indicated thereon
(or
if clause (x) in the proviso below applies, shall be in recordable form), (iii)
unless the Mortgage Loan is a MOM Loan, the assignment (either an original
or a
copy, which may be in the form of a blanket assignment if permitted in the
jurisdiction in which the Mortgaged Property is located) to the Trustee of
the
Mortgage with respect to each Mortgage Loan in the name of “U.S. Bank National
Association, as Trustee for certificateholders of Bear Xxxxxxx Asset Backed
Securities I LLC, Asset Backed Certificates, Series 2006-AC3,” which shall have
been recorded (or if clause (x) in the proviso below applies, shall be in
recordable form) (iv) an original or a copy of all intervening assignments
of
the Mortgage, if any, to the extent available to the Sponsor, with evidence
of
recording thereon, (v) the original policy of title insurance or mortgagee’s
certificate of title insurance or commitment or binder for title insurance,
if
available, or a copy thereof, or, in the event that such original title
insurance policy is unavailable, a photocopy thereof, or in lieu thereof, a
current lien search on the related Mortgaged Property and (vi) originals or
copies of all available assumption, modification or substitution agreements,
if
any; provided, however, that in lieu of the foregoing, the Sponsor may deliver
the following documents, under the circumstances set forth below: (x) if any
Mortgage, assignment thereof to the Trustee or intervening assignments thereof
have been delivered or are being delivered to recording offices for recording
and have not been returned in time to permit their delivery as specified above,
the Depositor may deliver a true copy thereof with a certification by the
Sponsor or the title company issuing the commitment for title insurance, on
the
face of such copy, substantially as follows: “Certified to be a true and correct
copy of the original, which has been transmitted for recording”; and (y) in lieu
of the Mortgage Notes relating to the Mortgage Loans identified in the list
set
forth in Exhibit I, the Depositor may deliver a lost note affidavit and
indemnity and a copy of the original note, if available; 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 and its Custodian
a
certification of a Servicing Officer to such effect and in such case shall
deposit all amounts paid in respect of such Mortgage Loans, in the Distribution
Account on the Closing Date. In the case of the documents referred to in clause
(x) above, the Depositor shall deliver such documents to the Trustee or its
Custodian promptly after they are received. The Sponsor shall cause, at its
expense, the Mortgage and intervening assignments, if any, and to the extent
required in accordance with the foregoing, the assignment of the Mortgage to
the
Trustee to be submitted for recording promptly after the Closing Date; provided
that the Sponsor need not cause to be recorded any assignment (a) in any
jurisdiction under the laws of which, as evidenced by an Opinion of Counsel
addressed to the Trustee delivered by the Sponsor to the Trustee and the Rating
Agencies, the recordation of such assignment is not necessary to protect the
Trustee’s interest in the related Mortgage Loan or (b) if MERS is identified on
the Mortgage or on a properly recorded assignment of the Mortgage as mortgagee
of record solely as nominee for Sponsor and its successors and assigns. In
the
event that the Sponsor, the Depositor or the Master Servicer gives written
notice to the Trustee that a court has recharacterized the sale of the Mortgage
Loans as a financing, the Sponsor shall submit or cause to be submitted for
recording as specified above or, should the Sponsor fail to perform such
obligations, the Master Servicer shall cause each such previously unrecorded
assignment to be submitted for recording as specified above at the expense
of
the Trust. In the event a Mortgage File is released to the Company or the
Servicer as a result of such Person having completed a Request for Release,
the
Custodian shall, if not so completed, complete the assignment of the related
Mortgage in the manner specified in clause (iii) above.
In
connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Sponsor further agrees that it will cause, at the Sponsor’s own
expense, within 30 days after the Closing Date, the MERS® System to indicate
that such Mortgage Loans have been assigned by the Sponsor to the Depositor
and
by the Depositor to the Trustee in accordance with this Agreement for the
benefit of the Certificateholders by including (or deleting, in the case of
Mortgage Loans which are repurchased in accordance with this Agreement) in
such
computer files (a) the code in the field which identifies the specific Trustee
and (b) the code in the field “Pool Field” which identifies the series of the
Certificates issued in connection with such Mortgage Loans. The Sponsor further
agrees that it will not, and will not permit the Company, any Servicer or the
Master Servicer to, and the Master Servicer agrees that it will not, alter
the
codes referenced in this paragraph with respect to any Mortgage Loan during
the
term of this Agreement unless and until such Mortgage Loan is repurchased in
accordance with the terms of this Agreement or the Mortgage Loan Purchase
Agreement.
The
Depositor shall not be required to deliver intervening assignments or Mortgage
Note endorsements between the related Underlying Sponsor and the Sponsor,
between the Sponsor 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 Custodian, as its agent, a certification to such effect
and
shall deposit all amounts paid in respect of such Mortgage Loans in the
Distribution Account on the Closing Date.
Section
2.02 Acceptance
of the Mortgage Loans.
(a) Based
on
the Initial Certification received by it from the Custodian, the Trustee
acknowledges receipt of, subject to the further review and exceptions reported
by the Custodian pursuant to the procedures described below, the documents
(or
certified copies thereof) delivered to the Trustee or the Custodian on its
behalf pursuant to Section 2.01 and declares that it holds and will continue
to
hold directly or through a custodian those documents and any amendments,
replacements or supplements thereto and all other assets of the Trust Fund
delivered to it in trust for the use and benefit of all present and future
Holders of the Certificates. On the Closing Date, with respect to the Mortgage
Loans, the Trustee or the Custodian on its behalf will deliver to the Sponsor
and the Trustee an Initial Certification confirming whether or not it has
received the Mortgage File for each Mortgage Loan, but without review of such
Mortgage File, except to the extent necessary to confirm whether such Mortgage
File contains the original Mortgage Note or a lost note affidavit and indemnity
in lieu thereof. No later than 90 days after the Closing Date, the Trustee
or
the Custodian on its behalf shall, for the benefit of the Certificateholders,
review each Mortgage File delivered to it and execute and deliver to the Sponsor
and, if reviewed by the Custodian, the Trustee, an Interim Certification. In
conducting such review, the Trustee or the Custodian on its behalf will
ascertain whether all required documents have been executed and received and
whether those documents relate, determined on the basis of the Mortgagor name,
original principal balance and loan number, to the Mortgage Loans identified
in
Exhibit B to this Agreement, (provided, however, that with respect to those
documents described in subclauses (iv) and (vi) of Section 2.01, such
obligations shall extend only to documents actually delivered pursuant to such
subclauses). In performing any such review, the Trustee and the Custodian may
conclusively rely on the purported due execution and genuineness of any such
document and on the purported genuineness of any signature thereon. If the
Trustee or the Custodian on its behalf finds any document constituting part
of
the Mortgage File not to have been executed or received, or to be unrelated
to
the Mortgage Loans identified in Exhibit B or to appear to be defective on
its
face, the Trustee or the Custodian on its behalf shall include such information
in the exception report. The Sponsor shall correct or cure any such defect
or,
if prior to the end of the second anniversary of the Closing Date, the Sponsor
may substitute for the related Mortgage Loan a Replacement Mortgage Loan, which
substitution shall be accomplished in the manner and subject to the conditions
set forth in Section 2.03 or shall deliver to the Trustee an Opinion of Counsel
addressed to the Trustee to the effect that such defect does not materially
or
adversely affect the interests of the Certificateholders in such Mortgage Loan
within 60 days from the date of notice from the Trustee of the defect and if
the
Sponsor fails to correct or cure the defect or deliver such opinion within
such
period, the Sponsor will, subject to Section 2.03, within 90 days from the
notification of the Trustee purchase such Mortgage Loan at the Purchase Price;
provided, however, that if such defect relates solely to the inability of the
Sponsor to deliver the Mortgage, assignment thereof to the Trustee, or
intervening assignments thereof with evidence of recording thereon because
such
documents have been submitted for recording and have not been returned by the
applicable jurisdiction, the Sponsor shall not be required to purchase such
Mortgage Loan if the Sponsor delivers such documents promptly upon receipt,
but
in no event later than 360 days after the Closing Date.
(b) No
later
than 180 days after the Closing Date, the Trustee or the Custodian on its behalf
will review, for the benefit of the Certificateholders, the Mortgage Files
and
will execute and deliver or cause to be executed and delivered to the Sponsor
and, if reviewed by the Custodian, the Trustee, a Final Certification. In
conducting such review, the Trustee or the Custodian on its behalf will
ascertain whether each document required to be recorded has been returned from
the recording office with evidence of recording thereon and the Trustee or
the
Custodian on its behalf has received either an original or a copy thereof,
as
required in Section 2.01 (provided, however, that with respect to those
documents described in subclauses (iv) and (vi) of Section 2.01, such
obligations shall extend only to documents actually delivered pursuant to such
subclauses). If the Trustee or the Custodian on its behalf finds any document
with respect to a Mortgage Loan has not been received, or to be unrelated,
determined on the basis of the Mortgagor name, original principal balance and
loan number, to the Mortgage Loans identified in Exhibit B or to appear
defective on its face, the Trustee or the Custodian on its behalf shall note
such defect in the exception report attached to the Final Certification and
shall promptly notify the Sponsor. The Sponsor shall correct or cure any such
defect or, if prior to the end of the second anniversary of the Closing Date,
the Sponsor may substitute for the related Mortgage Loan a Replacement Mortgage
Loan, which substitution shall be accomplished in the manner and subject to
the
conditions set forth in Section 2.03 or shall deliver to the Trustee an Opinion
of Counsel addressed to the Trustee to the effect that such defect does not
materially or adversely affect the interests of Certificateholders in such
Mortgage Loan within 60 days from the date of notice from the Trustee of the
defect and if the Sponsor is unable within such period to correct or cure such
defect, or to substitute the related Mortgage Loan with a Replacement Mortgage
Loan or to deliver such opinion, the Sponsor shall, subject to Section 2.03,
within 90 days from the notification of the Trustee, purchase such Mortgage
Loan
at the Purchase Price; provided, however, that if such defect relates solely
to
the inability of the Sponsor to deliver the Mortgage, assignment thereof to
the
Trustee or intervening assignments thereof with evidence of recording thereon,
because such documents have not been returned by the applicable jurisdiction,
the Sponsor shall not be required to purchase such Mortgage Loan, if the Sponsor
delivers such documents promptly upon receipt, but in no event later than 360
days after the Closing Date.
(c) In
the
event that a Mortgage Loan is purchased by the Sponsor in accordance with
Subsections 2.02(a) or (b) above or Section 2.03, the Sponsor shall remit the
applicable Purchase Price to the Securities Administrator for deposit in the
Distribution Account and shall provide written notice to the Trustee detailing
the components of the Purchase Price, signed by a Servicing Officer. Upon
deposit of the Purchase Price in the Distribution Account and upon receipt
of a
Request for Release with respect to such Mortgage Loan, the Trustee or the
Custodian will release to the Sponsor 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 Sponsor, as are
necessary to vest in the Sponsor title to and rights under the Mortgage Loan.
Such purchase shall be deemed to have occurred on the date on which the deposit
into the Distribution Account was made. The Trustee shall promptly notify the
Rating Agencies of such repurchase. The obligation of the Sponsor to cure,
repurchase or substitute for any Mortgage Loan as to which a defect in a
constituent document exists shall be the sole remedies respecting such defect
available to the Certificateholders or to the Trustee on their
behalf.
(d) The
Sponsor shall deliver to the Trustee or the Custodian on its behalf, and Trustee
agrees to accept the Mortgage Note and other documents constituting the Mortgage
File with respect to any Replacement Mortgage Loan, which the Trustee or the
Custodian will review as provided in Subsections 2.02(a) and 2.02(b), provided,
that the Closing Date referred to therein shall instead be the date of delivery
of the Mortgage File with respect to each Replacement Mortgage
Loan.
Section
2.03 Representations,
Warranties and Covenants of the Company, the Master Servicer and the
Sponsor.
(a) The
Company hereby represents and warrants to the Master Servicer, the Depositor,
the Securities Administrator and the Trustee as follows, as of the Closing
Date:
(i) It
is
duly organized and is validly existing and in good standing under the laws
of
the State of Delaware and is duly authorized and qualified to transact any
and
all business contemplated by this Agreement to be conducted by it in any state
in which a Mortgaged Property related to an EMC Mortgage Loan is located or
is
otherwise not required under applicable law to effect such qualification and,
in
any event, is in compliance with the doing business laws of any such state,
to
the extent necessary to ensure its ability to enforce each EMC Mortgage Loan,
to
master service the EMC Mortgage Loans in accordance with the terms of this
Agreement and to perform any of its other obligations under this Agreement
in
accordance with the terms hereof.
(ii) It
has
the full corporate power and authority to service each EMC Mortgage Loan, and
to
execute, deliver and perform, and to enter into and consummate the transactions
contemplated by this Agreement and has duly authorized by all necessary
corporate action on its part the execution, delivery and performance of this
Agreement; and this Agreement, assuming the due authorization, execution and
delivery hereof by the other parties hereto, constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms, except
that (a) the enforceability hereof may be limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors’ rights
generally and (b) the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may be
brought.
(iii) The
execution and delivery of this Agreement by it, the servicing of the EMC
Mortgage Loans by it under this Agreement, the consummation of any other of
the
transactions contemplated by this Agreement, and the fulfillment of or
compliance with the terms hereof are in its ordinary course of business and
will
not (A) result in a material breach of any term or provision of its charter
or
by-laws or (B) materially conflict with, result in a material breach, violation
or acceleration of, or result in a material default under, the terms of any
other material agreement or instrument to which it is a party or by which it
may
be bound, or (C) constitute a material violation of any statute, order or
regulation applicable to it of any court, regulatory body, administrative agency
or governmental body having jurisdiction over it; and it is not in breach or
violation of any material indenture or other material agreement or instrument,
or in violation of any statute, order or regulation of any court, regulatory
body, administrative agency or governmental body having jurisdiction over it
which breach or violation may materially impair its ability to perform or meet
any of its obligations under this Agreement.
(iv) It
is an
approved servicer of conventional mortgage loans for Xxxxxx Xxx or Xxxxxxx
Mac
and is a mortgagee approved by the Secretary of Housing and Urban Development
pursuant to Sections 203 and 211 of the National Housing Act.
(v) No
litigation is pending or, to the best of its knowledge, threatened, against
it
that would materially and adversely affect the execution, delivery or
enforceability of this Agreement or its ability to service the EMC Mortgage
Loans or to perform any of its other obligations under this Agreement in
accordance with the terms hereof.
(vi) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for its execution, delivery and performance of, or compliance
with, this Agreement or the consummation of the transactions contemplated
hereby, or if any such consent, approval, authorization or order is required,
it
has obtained the same.
(vii) The
Company has delivered to the Depositor 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 (outside of the normal changes warranted by regulatory and
product type changes in the portfolio), business, operations, financial
condition, properties or assets of the Company since the date of the Company’s
financial information that would have a material adverse effect on its ability
to perform its obligations under this Agreement.
(b) The
Company hereby covenants to the Master Servicer, the Depositor, the Securities
Administrator and the Trustee as follows, as of the Closing Date:
(i) As
of the
Closing Date and except as has been otherwise disclosed to the Master Servicer
and the 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 Company; (2) no material
noncompliance with applicable servicing criteria as to any other Pass-Through
Transfer has occurred, been disclosed or reported by the Company; (3) the
Company 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 Company’s
servicing policies and procedures for similar loans have occurred in the
preceding three years; (5) there are no aspects of the Company’s financial
condition that could have a material adverse impact on the performance by the
Company of its obligations hereunder; (6) there are no legal proceedings
pending, or known to be contemplated by governmental authorities, against the
Company 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 Company of a type that are described under Item
1119 of Regulation AB.
(ii) If
so
requested by the Depositor or the Master Servicer on any date, the Company
shall, within five Business Days following such request, confirm in writing
the
accuracy of the representations and warranties set forth in clause (b)(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.
(iii) As
a
condition to the succession to the Company or any subservicer as servicer or
subservicer under this Agreement 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 Master Servicer and the Depositor, at least 15 calendar days prior to the
effective date of such succession or appointment, (x) written notice to the
Master Servicer and the Depositor of such succession or appointment and (y)
in
writing and in form and substance reasonably satisfactory to the Master Servicer
and the Depositor, all information reasonably requested by the Master Servicer
or the 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.
(c) Xxxxx
Fargo Bank, National Association, in its capacity as Master Servicer and
Securities Administrator hereby represents and warrants to the Sponsor, the
Depositor and the Trustee as follows, as of the Closing Date:
(i) It
is a
national banking association duly formed, validly existing and in good standing
under the laws of the United States of America and is duly authorized and
qualified to transact any and all business contemplated by this Agreement to
be
conducted by the Master Servicer and the Securities Administrator in any state
in which a Mortgaged Property is located or is otherwise not required under
applicable law to effect such qualification and, in any event, is in compliance
with the doing business laws of any such state, to the extent necessary to
ensure its ability to enforce each Mortgage Loan, to service the Mortgage Loans
in accordance with the terms of this Agreement and to perform any of its other
obligations under this Agreement in accordance with the terms
hereof;
(ii) It
has
the full corporate power and authority to execute, deliver and perform, and
to
enter into and consummate the transactions contemplated by this Agreement and
has duly authorized by all necessary corporate action on its part the execution,
delivery and performance of this Agreement; and this Agreement, assuming the
due
authorization, execution and delivery hereof by the other parties hereto,
constitutes its legal, valid and binding obligation, enforceable against it
in
accordance with its terms, except that (a) the enforceability hereof may be
limited by bankruptcy, insolvency, moratorium, receivership and other similar
laws relating to creditors’ rights generally and (b) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject
to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.
(iii) The
execution and delivery of this Agreement by it, the consummation of any other
of
the transactions contemplated by this Agreement, and the fulfillment of or
compliance with the terms hereof are in its ordinary course of business and
will
not (A) result in a material breach of any term or provision of its charter
or
by-laws or (B) materially conflict with, result in a material breach, violation
or acceleration of, or result in a material default under, the terms of any
other material agreement or instrument to which it is a party or by which it
may
be bound, or (C) constitute a material violation of any statute, order or
regulation applicable to it of any court, regulatory body, administrative agency
or governmental body having jurisdiction over it; and it is not in breach or
violation of any material indenture or other material agreement or instrument,
or in violation of any statute, order or regulation of any court, regulatory
body, administrative agency or governmental body having jurisdiction over it
which breach or violation may materially impair its ability to perform or meet
any of its obligations under this Agreement.
(iv) No
litigation is pending or, to the best of its knowledge, threatened, against
it
that would materially and adversely affect the execution, delivery or
enforceability of this Agreement or its ability to perform any of its other
obligations under this Agreement in accordance with the terms
hereof.
(v) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for its execution, delivery and performance of, or compliance
with, this Agreement or the consummation of the transactions contemplated
hereby, or if any such consent, approval, authorization or order is required,
it
has obtained the same.
(d) The
Sponsor hereby represents and warrants to the Depositor, the Securities
Administrator, the Master Servicer and the Trustee as follows, as of the Closing
Date:
(i) The
Sponsor is duly organized as a Delaware corporation and is validly existing
and
in good standing under the laws of the State of Delaware and is duly authorized
and qualified to transact any and all business contemplated by this Agreement
to
be conducted by the Sponsor in any state in which a Mortgaged Property is
located or is otherwise not required under applicable law to effect such
qualification and, in any event, is in compliance with the doing business laws
of any such state, to the extent necessary to ensure its ability to enforce
each
Mortgage Loan, to sell the Mortgage Loans in accordance with the terms of this
Agreement and to perform any of its other obligations under this Agreement
in
accordance with the terms hereof.
(ii) The
Sponsor has the full corporate power and authority to sell each Mortgage Loan,
and to execute, deliver and perform, and to enter into and consummate the
transactions contemplated by this Agreement and has duly authorized by all
necessary corporate action on the part of the Sponsor the execution, delivery
and performance of this Agreement; and this Agreement, assuming the due
authorization, execution and delivery hereof by the other parties hereto,
constitutes a legal, valid and binding obligation of the Sponsor, enforceable
against the Sponsor in accordance with its terms, except that (a) the
enforceability hereof may be limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors’ rights generally and
(b) the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the discretion
of
the court before which any proceeding therefor may be brought.
(iii) The
execution and delivery of this Agreement by the Sponsor, the sale of the
Mortgage Loans by the Sponsor under the Mortgage Loan Purchase Agreement, the
consummation of any other of the transactions contemplated by this Agreement,
and the fulfillment of or compliance with the terms hereof and thereof are
in
the ordinary course of business of the Sponsor and will not (A) result in a
material breach of any term or provision of the charter or by-laws of the
Sponsor or (B) materially conflict with, result in a material breach, violation
or acceleration of, or result in a material default under, the terms of any
other material agreement or instrument to which the Sponsor is a party or by
which it may be bound, or (C) constitute a material violation of any statute,
order or regulation applicable to the Sponsor of any court, regulatory body,
administrative agency or governmental body having jurisdiction over the Sponsor;
and the Sponsor is not in breach or violation of any material indenture or
other
material agreement or instrument, or in violation of any statute, order or
regulation of any court, regulatory body, administrative agency or governmental
body having jurisdiction over it which breach or violation may materially impair
the Sponsor’s ability to perform or meet any of its obligations under this
Agreement.
(iv) The
Sponsor is an approved seller of conventional mortgage loans for Xxxxxx Xxx
or
Xxxxxxx Mac and is a mortgagee approved by the Secretary of Housing and Urban
Development pursuant to Sections 203 and 211 of the National Housing
Act.
(v) No
litigation is pending or, to the best of the Sponsor’s knowledge, threatened,
against the Sponsor that would materially and adversely affect the execution,
delivery or enforceability of this Agreement or the ability of the Sponsor
to
sell the Mortgage Loans or to perform any of its other obligations under this
Agreement in accordance with the terms hereof.
(vi) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Sponsor
of,
or compliance by the Sponsor with, this Agreement or the consummation of the
transactions contemplated hereby, or if any such consent, approval,
authorization or order is required, the Sponsor has obtained the
same.
(vii) As
of the
Closing Date, the representations and warranties concerning the Mortgage Loans
set forth in Section 7 of the Mortgage Loan Purchase Agreement are true and
correct in all material respects.
(e) Upon
discovery by any of the parties hereto of a breach of a representation or
warranty set forth in Section 7 of the Mortgage Loan Purchase Agreement that
materially and adversely affects the interests of the Certificateholders in
any
Mortgage Loan, the party discovering such breach shall give prompt written
notice thereof to the other parties. The Sponsor hereby covenants with respect
to the representations and warranties set forth in Section 7 of the Mortgage
Loan Purchase Agreement, that within 90 days of the discovery of a breach of
any
representation or warranty set forth therein that materially and adversely
affects the interests of the Certificateholders in any Mortgage Loan, it shall
cure such breach in all material respects and, if such breach is not so cured,
(i) if such 90-day period expires prior to the second anniversary of the Closing
Date, remove such Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund
and substitute in its place a Replacement Mortgage Loan, in the manner and
subject to the conditions set forth in this Section; or (ii) repurchase the
affected Mortgage Loan or Mortgage Loans from the Trustee at the Purchase Price
in the manner set forth below; provided that any such substitution pursuant
to
(i) above or repurchase pursuant to (ii) above shall not be effected prior
to
the delivery to the Trustee of an Opinion of Counsel if required by Section
2.05
hereof and any such substitution pursuant to (i) above shall not be effected
prior to the additional delivery to the Custodian of a Request for Release.
The
Sponsor shall, or cause the related Servicer to, furnish to the Securities
Administrator and the Trustee the Officer’s Certificate required under Section
2.03(e) relating to such cure. If the Trustee has received (or has given, as
the
case may be) written notice of such a breach of a representation or warranty,
the Trustee shall give prompt written notice to the Master Servicer, the
Securities Administrator and the Sponsor, if within 90 days of its receipt
(or
giving, as the case may be) of such notice of breach, the Trustee does not
receive an Officer’s Certificate as described in the preceding sentence
certifying as to the cure of such breached representation or warranty. The
Sponsor shall promptly reimburse the Trustee for any expenses reasonably
incurred by the Trustee in respect of enforcing the remedies for such breach.
To
enable the Sponsor to amend the Mortgage Loan Schedule, the Sponsor shall,
unless it cures such breach in a timely fashion pursuant to this Section 2.03,
promptly notify the Trustee whether it intends either to repurchase, or to
substitute for, the Mortgage Loan affected by such breach. With respect to
the
representations and warranties in Section 7 of the Mortgage Loan Purchase
Agreement that are made to the best of the Sponsor’s knowledge, if it is
discovered by any of the Depositor, the Master Servicer, the Sponsor, the
Securities Administrator or the Trustee that the substance of such
representation and warranty is inaccurate and such inaccuracy materially and
adversely affects the value of the related Mortgage Loan, notwithstanding the
Sponsor’s lack of knowledge with respect to the substance of such representation
or warranty, the Sponsor shall nevertheless be required to cure, substitute
for
or repurchase the affected Mortgage Loan in accordance with the
foregoing.
With
respect to any Replacement Mortgage Loan or Loans, the Sponsor shall deliver
to
the Trustee (or the Custodian on its behalf) for the benefit of the
Certificateholders such documents and agreements as are required by Section
2.01. No substitution will be made in any calendar month after the Determination
Date for such month. Scheduled Payments due with respect to Replacement Mortgage
Loans in the Due Period related to the Distribution Date on which such proceeds
are to be distributed shall not be part of the Trust Fund and will be retained
by the Sponsor. For the month of substitution, distributions to
Certificateholders will include the Scheduled Payment due on any Deleted
Mortgage Loan for the related Due Period and thereafter the Sponsor shall be
entitled to retain all amounts received in respect of such Deleted Mortgage
Loan. The Sponsor shall amend the Mortgage Loan Schedule for the benefit of
the
Certificateholders to reflect the removal of such Deleted Mortgage Loan and
the
substitution of the Replacement Mortgage Loan or Loans and the Sponsor shall
deliver the amended Mortgage Loan Schedule to the Trustee, the Master Servicer,
the Securities Administrator and the Custodian. Upon such substitution, the
Replacement Mortgage Loan or Loans shall be subject to the terms of this
Agreement in all respects, and the Sponsor shall be deemed to have made with
respect to such Replacement Mortgage Loan or Loans, as of the date of
substitution, the representations and warranties set forth in Section 7 of
the
Mortgage Loan Purchase Agreement with respect to such Mortgage Loan. Upon any
such substitution and the deposit into the Distribution Account of the amount
required to be deposited therein in connection with such substitution as
described in the following paragraph and receipt by the Trustee of a Request
for
Release for such Mortgage Loan, the Trustee or the Custodian shall release
to
the Sponsor the Mortgage File relating to such Deleted Mortgage Loan and held
for the benefit of the Certificateholders and the Trustee shall execute and
deliver at the Sponsor’s direction such instruments of transfer or assignment as
have been prepared by the Sponsor, in each case without recourse, representation
or warranty as shall be necessary to vest in the Sponsor, or its respective
designee, title to the Trustee’s interest in any Deleted Mortgage Loan
substituted for pursuant to this Section 2.03.
For
any
month in which the Sponsor substitutes one or more Replacement Mortgage Loans
for a Deleted Mortgage Loan, the Master Servicer will determine the amount
(if
any) by which the aggregate principal balance of all the Replacement Mortgage
Loans as of the date of substitution is less than the Stated Principal Balance
(after application of the principal portion of the Scheduled Payment due in
the
month of substitution) of such Deleted Mortgage Loan. An amount equal to the
aggregate of such deficiencies, described in the preceding sentence for any
Distribution Date (such amount, the “Substitution Adjustment Amount”) shall be
deposited into the Distribution Account, by the Securities Administrator upon
receipt from the Sponsor delivering such Replacement Mortgage Loan on the
Determination Date for the Distribution Date relating to the Prepayment Period
during which the related Mortgage Loan became required to be purchased or
replaced hereunder.
In
the
event that the Sponsor shall have repurchased a Mortgage Loan, the Purchase
Price therefor shall be deposited into the Distribution Account maintained
by
the Securities Administrator, on the Determination Date for the Distribution
Date in the month following the month during which the Sponsor became obligated
to repurchase or replace such Mortgage Loan and upon such deposit of the
Purchase Price, the delivery of an Opinion of Counsel if required by Section
2.05 and the receipt of a Request for Release, the Trustee or the Custodian
shall release the related Mortgage File held for the benefit of the
Certificateholders to the Sponsor, and the Trustee shall execute and deliver
at
such Person’s direction the related instruments of transfer or assignment
prepared by the Sponsor, in each case without recourse, representation or
warranty as shall be necessary to transfer title from the Trustee for the
benefit of the Certificateholders and transfer the Trustee’s interest to the
Sponsor to any Mortgage Loan purchased pursuant to this Section 2.03. In
connection with any repurchase or substitution of a Mortgage Loan or the cure
of
a breach of a representation or warranty set forth in Section 7 of the Mortgage
Loan Purchase Agreement pursuant to this Section 2.03, the Seller shall promptly
furnish to the Securities Administrator and the Trustee an officer’s
certificate, signed by a duly authorized officer of the Seller to the effect
that such repurchase, substitution or cure has been made in accordance with
the
terms and conditions of this Agreement and that all conditions precedent to
such
repurchase, substitution or cure have been satisfied, including the delivery
to
the Securities Administrator of the Purchase Price or Substitution Adjustment
Amount, as applicable, for deposit into the Distribution Account, together
with
copies of any Opinion of Counsel required to be delivered pursuant to this
Agreement and the related Request for Release, in which the Securities
Administrator and the Trustee may rely. Solely for purposes of the Securities
Administrator providing an Assessment of Compliance, upon receipt of such
documentation, the Securities Administrator shall approve such repurchase,
substitution or cure, as applicable, and which approval shall consist solely
of
the Securities Administrator’s receipt of such documentation and deposits. It is
understood and agreed that the obligation under this Agreement of the Sponsor
to
cure, the breach of a representation or warranty set forth in Section 7 of
the
Mortgage Loan Purchase Agreement or to repurchase or replace any Mortgage Loan
as to which a breach has occurred and is continuing shall constitute the sole
remedies against the Sponsor respecting such breach available to
Certificateholders, the Depositor or the Trustee.
(f) The
representations and warranties set forth in Section 2.03 hereof shall survive
delivery of the respective Mortgage Loans and Mortgage Files to the Trustee
or
the Custodian for the benefit of the Certificateholders.
Section
2.04 Representations
and Warranties of the Depositor.
The
Depositor hereby represents and warrants to the Master Servicer, the Securities
Administrator and the Trustee as follows, as of the date hereof and as of the
Closing Date:
(i) The
Depositor is duly organized and is validly existing as limited liability company
in good standing under the laws of the State of Delaware and has full power
and
authority necessary to own or hold its properties and to conduct its business
as
now conducted by it and to enter into and perform its obligations under this
Agreement.
(ii) The
Depositor has the full power and authority to execute, deliver and perform,
and
to enter into and consummate the transactions contemplated by, this Agreement
and has duly authorized, by all necessary action on its part, the execution,
delivery and performance of this Agreement; and this Agreement, assuming the
due
authorization, execution and delivery hereof by the other parties hereto,
constitutes a legal, valid and binding obligation of the Depositor, enforceable
against the Depositor in accordance with its terms, subject, as to
enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting creditors’ rights generally and (ii) general
principles of equity, regardless of whether enforcement is sought in a
proceeding in equity or at law.
(iii) The
execution and delivery of this Agreement by the Depositor, the consummation
of
the transactions contemplated by this Agreement, and the fulfillment of or
compliance with the terms hereof are in the ordinary course of business of
the
Depositor and will not (A) result in a material breach of any term or provision
of the organizational documents of the Depositor or (B) materially conflict
with, result in a material breach, violation or acceleration of, or result
in a
material default under, the terms of any other material agreement or instrument
to which the Depositor is a party or by which it may be bound or (C) constitute
a material violation of any statute, order or regulation applicable to the
Depositor of any court, regulatory body, administrative agency or governmental
body having jurisdiction over the Depositor; and the Depositor is not in breach
or violation of any material indenture or other material agreement or
instrument, or in violation of any statute, order or regulation of any court,
regulatory body, administrative agency or governmental body having jurisdiction
over it which breach or violation may materially impair the Depositor’s ability
to perform or meet any of its obligations under this Agreement.
(iv) No
litigation is pending, or, to the best of the Depositor’s knowledge, threatened,
against the Depositor that would materially and adversely affect the execution,
delivery or enforceability of this Agreement or the ability of the Depositor
to
perform its obligations under this Agreement in accordance with the terms
hereof.
(v) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Depositor
of, or compliance by the Depositor with, this Agreement or the consummation
of
the transactions contemplated hereby, or if any such consent, approval,
authorization or order is required, the Depositor has obtained the
same.
(vi) 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.
The
Depositor hereby represents and warrants to the Trustee as of the Closing Date,
following the transfer of the Mortgage Loans to it by the Sponsor, the Depositor
had good title to the Mortgage Loans and the related Mortgage Notes were subject
to no offsets, claims, defenses or counterclaims.
It
is
understood and agreed that the representations and warranties set forth in
the
immediately preceding paragraph shall survive delivery of the Mortgage Files
to
the Trustee or the Custodian for the benefit of the Certificateholders. Upon
discovery by the Depositor or the Trustee of a breach of such representations
and warranties, the party discovering such breach shall give prompt written
notice to the others and to each Rating Agency.
Section
2.05 Delivery
of Opinion of Counsel in Connection with Substitutions and
Repurchases.
(a) Notwithstanding
any contrary provision of this Agreement, with respect to any Mortgage Loan
that
is not in default or as to which default is not imminent, no repurchase or
substitution pursuant to Sections 2.02 or 2.03 shall be made unless the Sponsor
delivers to the Trustee and Securities Administrator an Opinion of Counsel,
addressed to the Trustee and Securities Administrator, 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 Closing 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 or 2.03) upon the earlier of (a)
the
occurrence of a default or imminent default with respect to such Mortgage Loan
and (b) receipt by the Trustee of an Opinion of Counsel addressed to the Trustee
to the effect that such repurchase or substitution, as applicable, will not
result in the events described in clause (i) or clause (ii) of the preceding
sentence.
(b) Upon
discovery by the Depositor, the Sponsor, the Custodian or the Master Servicer
that any Mortgage Loan does not constitute a “qualified mortgage” within the
meaning of Section 860G(a)(3) of the Code, the party discovering such fact
shall
promptly (and in any event within 5 Business Days of discovery) give written
notice thereof to the other parties and the Trustee. In connection therewith,
the Trustee, or the Custodian on its behalf, shall require the Sponsor, at
the
Sponsor’s option, to either (i) substitute, if the conditions in Section 2.03(c)
with respect to substitutions are satisfied, a Replacement Mortgage Loan for
the
affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within
90
days of such discovery in the same manner as it would a Mortgage Loan for a
breach of representation or warranty contained in Section 2.03. The Trustee,
or
the Custodian on its behalf, shall reconvey to the Sponsor the Mortgage Loan
to
be released pursuant hereto (and the Custodian shall deliver the related
Mortgage File) in the same manner, and on the same terms and conditions, as
it
would a Mortgage Loan repurchased for breach of a representation or warranty
contained in Section 2.03.
Section
2.06 Countersignature
and Delivery of Certificates.
(a) The
Trustee acknowledges the sale, transfer and assignment to it of the Trust Fund
and, concurrently with such transfer and assignment, the Securities
Administrator has executed, countersigned and delivered, to or upon the order
of
the Depositor, the Certificates in authorized denominations evidencing the
entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund
and exercise the rights referred to above for the benefit of all present and
future Holders of the Certificates and to perform the duties set forth in this
Agreement in accordance with its terms.
(b) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
I Regular Interests and the other assets of REMIC II for the benefit of the
holders of the 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.
(c) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
II Regular Interests and the other assets of REMIC III for the benefit of the
holders of the Regular Certificates and Class R-3 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 Regular Certificates and Class R-3 Certificates.
Section
2.07 Reserved.
ARTICLE
III
ADMINISTRATION
AND SERVICING OF EMC MORTGAGE LOANS BY COMPANY
Section
3.01 The
Company.
The
Company shall service and administer the EMC Mortgage Loans in accordance with
customary and usual standards of practice of prudent mortgage loan servicers
in
the respective states in which the related Mortgaged Properties are located.
In
connection with such servicing and administration, the Company shall have full
power and authority, acting alone and/or through subservicers as provided in
Section 3.03, to do or cause to be done any and all things that it may deem
necessary or desirable in connection with such servicing and administration,
including but not limited to, the power and authority, subject to the terms
hereof (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 related Mortgaged Property and assumptions of
the
Mortgage Notes and related Mortgages (but only in the manner provided herein),
(iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and
(iv)
subject to Section 3.09, to effectuate foreclosure or other conversion of the
ownership of the Mortgaged Property securing any EMC Mortgage Loan; provided
that the Company shall take no action that is inconsistent with or prejudices
the interests of the Trust Fund or the Certificateholders in any EMC Mortgage
Loan or the rights and interests of the Depositor and the Trustee under this
Agreement.
Without
limiting the generality of the foregoing, the Company, in its own name or in
the
name of the Trust, the Depositor or the Trustee, is hereby authorized and
empowered by the Trust, the Depositor and the Trustee, when the Company believes
it appropriate in its reasonable judgment, to execute and deliver, on behalf
of
the Trustee, the Depositor, the Certificateholders or any of them, any and
all
instruments of satisfaction or cancellation, or of partial or full release
or
discharge and all other comparable instruments, with respect to the EMC Mortgage
Loans, and with respect to the related Mortgaged Properties held for the benefit
of the Certificateholders. The Company shall prepare and deliver to the
Depositor and/or the Trustee such documents requiring execution and delivery
by
any or all of them as are necessary or appropriate to enable the Company to
service and administer the EMC Mortgage Loans. Upon receipt of such documents,
the Depositor and/or the Trustee shall execute such documents and deliver them
to the Company.
In
accordance with the standards of the first paragraph of this Section 3.01,
the
Company shall advance or cause to be advanced funds as necessary for the purpose
of effecting the payment of taxes and assessments on the Mortgaged Properties
relating to the EMC Mortgage Loans, which advances shall be reimbursable in
the
first instance from related collections from the Mortgagors pursuant to Section
5.04, and further as provided in Section 5.02. All costs incurred by the
Company, if any, in effecting the timely payments of taxes and assessments
on
the Mortgaged Properties relating to the EMC Mortgage Loans and related
insurance premiums shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the Stated Principal
Balance under the related EMC Mortgage Loans, notwithstanding that the terms
of
such Mortgage Loans so permit.
Section
3.02 Due-on-Sale
Clauses; Assumption Agreements.
(a) Except
as
otherwise provided in this Section 3.02, when any property subject to a Mortgage
has been or is about to be conveyed by the Mortgagor, the Company shall to
the
extent that it has knowledge of such conveyance, enforce any due-on-sale clause
contained in any Mortgage Note or Mortgage, to the extent permitted under
applicable law and governmental regulations, but only to the extent that such
enforcement will not adversely affect or jeopardize coverage under any Required
Insurance Policy. Notwithstanding the foregoing, the Company is not required
to
exercise such rights with respect to an EMC Mortgage Loan if the Person to
whom
the related Mortgaged Property has been conveyed or is proposed to be conveyed
satisfies the terms and conditions contained in the Mortgage Note and Mortgage
related thereto and the consent of the mortgagee under such Mortgage Note or
Mortgage is not otherwise so required under such Mortgage Note or Mortgage
as a
condition to such transfer. In the event that the Company is prohibited by
law
from enforcing any such due-on-sale clause, or if coverage under any Required
Insurance Policy would be adversely affected, or if nonenforcement is otherwise
permitted hereunder, the Company is authorized, subject to Section 3.02(b),
to
take or enter into an assumption and modification agreement from or with the
person to whom such property has been or is about to be conveyed, pursuant
to
which such person becomes liable under the Mortgage Note and, unless prohibited
by applicable state law, the Mortgagor remains liable thereon, provided that
the
Mortgage Loan shall continue to be covered (if so covered before the Company
enters such agreement) by the applicable Required Insurance Policies. The
Company, subject to Section 3.02(b), is also authorized with the prior approval
of the insurers under any Required Insurance Policies to enter into a
substitution of liability agreement with such Person, pursuant to which the
original Mortgagor is released from liability and such Person is substituted
as
Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the
foregoing, the Company shall not be deemed to be in default under this Section
3.02(a) by reason of any transfer or assumption that the Company reasonably
believes it is restricted by law from preventing.
(b) Subject
to the Company’s duty to enforce any due-on-sale clause to the extent set forth
in Section 3.02(a), in any case in which a Mortgaged Property has been conveyed
to a Person by a Mortgagor, and such Person is to enter into an assumption
agreement or modification agreement or supplement to the Mortgage Note or
Mortgage that requires the signature of the Trustee, or if an instrument of
release signed by the Trustee is required releasing the Mortgagor from liability
on the related EMC Mortgage Loan, the Company shall prepare and deliver or
cause
to be prepared and delivered to the Trustee for signature and shall direct,
in
writing, the Trustee to execute the assumption agreement with the Person to
whom
the Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person. In connection with any such
assumption, no material term of the Mortgage Note (including, but not limited
to, the Mortgage Rate, the amount of the Scheduled Payment and any other term
affecting the amount or timing of payment on the EMC Mortgage Loan) may be
changed. In addition, the substitute Mortgagor and the Mortgaged Property must
be acceptable to the Company in accordance with its servicing standards as
then
in effect. The Company shall notify the Trustee that any such substitution
or
assumption agreement has been completed by forwarding to the Trustee the
original of such substitution or assumption agreement, which in the case of
the
original shall be added to the related Mortgage File and shall, for all
purposes, be considered a part of such Mortgage File to the same extent as
all
other documents and instruments constituting a part thereof. Any fee collected
by the Company for entering into an assumption or substitution of liability
agreement will be retained by the Company as additional servicing
compensation.
Section
3.03 Subservicers.
The
Company 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 Company of a 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 each subservicer as fully
as
if such acts and omissions were those of the Company. The Company shall pay
all
fees of each subservicer from its own funds, and a subservicer’s fee shall not
exceed the Servicing Fee payable to the Company hereunder.
At
the
cost and expense of the Company, without any right of reimbursement from its
Protected Account, the Company 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; 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 EMC Mortgage Loans
itself. In the event that the Company’s responsibilities and duties under this
Agreement are terminated pursuant to Section 9.05, the Company shall at its
own
cost and expense terminate the rights and responsibilities of each subservicer
effective as of the date of termination of the Company. The Company shall pay
all fees, expenses or penalties necessary in order to terminate the rights
and
responsibilities of each subservicer from the Company’s own funds without
reimbursement from the Trust Fund.
Notwithstanding
the foregoing, the Company shall not be relieved of its obligations hereunder
and shall be obligated to the same extent and under the same terms and
conditions as if it alone were servicing and administering the EMC Mortgage
Loans. The Company shall be entitled to enter into an agreement with a
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
EMC Mortgage Loans involving a subservicer shall be deemed to be between such
subservicer and the Company alone, and neither the Master Servicer nor the
Trustee shall have any obligations, duties or liabilities with respect to such
subservicer including any obligation, duty or liability of either the Master
Servicer or the Trustee to pay such subservicer’s fees and expenses. For
purposes of remittances to the Master Servicer pursuant to this Agreement,
the
Company shall be deemed to have received a payment on an EMC Mortgage Loan
when
a subservicer has received such payment.
Section
3.04 Documents,
Records and Funds in Possession of Company To Be Held for
Trustee.
Notwithstanding
any other provisions of this Agreement, the Company shall transmit to the
Trustee as required by this Agreement all documents and instruments in respect
of an EMC Mortgage Loan coming into the possession of the Company from time
to
time and shall account fully to the Trustee for any funds received by the
Company or that otherwise are collected by the Company as Liquidation Proceeds
or Insurance Proceeds in respect of any such Mortgage Loan. All Mortgage Files
and funds collected or held by, or under the control of, the Company in respect
of any EMC Mortgage Loans, whether from the collection of principal and interest
payments or from Liquidation Proceeds, including but not limited to, any funds
on deposit in the Protected Account maintained by the Company, shall be held
by
the Company for and on behalf of the Trustee and shall be and remain the sole
and exclusive property of the Trustee, subject to the applicable provisions
of
this Agreement. The Company also agrees that it shall not create, incur or
subject any Mortgage File or any funds that are deposited in the Protected
Account maintained by the Company or the Distribution Account or in any Escrow
Account, or any funds that otherwise are or may become due or payable to the
Trustee for the benefit of the Certificateholders, to any claim, lien, security
interest, judgment, levy, writ of attachment or other encumbrance, or assert
by
legal action or otherwise any claim or right of set off against any Mortgage
File or any funds collected on, or in connection with, an EMC Mortgage Loan,
except, however, that the Company shall be entitled to set off against and
deduct from any such funds any amounts that are properly due and payable to
the
Company under this Agreement.
Section
3.05 Maintenance
of Hazard Insurance.
The
Company shall cause to be maintained, for each EMC Mortgage Loan, hazard
insurance on buildings upon, or comprising part of, the Mortgaged Property
against loss by fire, hazards of extended coverage and such other hazards as
are
customary in the area where the related Mortgaged Property is located with
an
insurer which is licensed to do business in the state where the related
Mortgaged Property is located. Each such policy of standard hazard insurance
shall contain, or have an accompanying endorsement that contains, a standard
mortgagee clause. The Company shall also cause flood insurance to be maintained
on property acquired upon foreclosure or deed in lieu of foreclosure of any
EMC
Mortgage Loan, to the extent described below. Pursuant to Section 5.01, any
amounts collected by the Company under any such policies (other than the amounts
to be applied to the restoration or repair of the related Mortgaged Property
or
property thus acquired or amounts released to the Mortgagor in accordance with
the Company’s normal servicing procedures) shall be deposited in the Protected
Account maintained by the Company. Any cost incurred by the Company in
maintaining any such insurance shall not, for the purpose of calculating monthly
distributions to the Certificateholders or remittances to the Securities
Administrator for their benefit, be added to the principal balance of the
Mortgage Loan, notwithstanding that the terms of the EMC Mortgage Loan so
permit. Such costs shall be recoverable by the Company out of late payments
by
the related Mortgagor or out of Liquidation Proceeds to the extent permitted
by
Section 5.02. It is understood and agreed that no earthquake or other additional
insurance is to be required of any Mortgagor or maintained on property acquired
in respect of a Mortgage other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance. If the Mortgaged Property is located at the time of
origination of the related EMC Mortgage Loan in a federally designated special
flood hazard area and such area is participating in the national flood insurance
program, the Company shall cause flood insurance to be maintained with respect
to such EMC Mortgage Loan. Such flood insurance shall be in an amount equal
to
the least of (i) the Stated Principal Balance of the related EMC Mortgage Loan,
(ii) minimum amount required to compensate for damage or loss on a replacement
cost basis or (iii) the maximum amount of such insurance available for the
related Mortgaged Property under the Flood Disaster Protection Act of 1973,
as
amended.
In
the
event that the Company shall obtain and maintain a blanket policy insuring
against hazard losses on all of the EMC Mortgage Loans, it shall conclusively
be
deemed to have satisfied its obligations as set forth in the first sentence
of
this Section 3.05, it being understood and agreed that such policy may contain
a
deductible clause on terms substantially equivalent to those commercially
available and maintained by comparable servicers. If such policy contains a
deductible clause, the Company shall, in the event that there shall not have
been maintained on the related Mortgaged Property a policy complying with the
first sentence of this Section 3.05, and there shall have been a loss that
would
have been covered by such policy, deposit in the Protected Account maintained
by
the Company the amount not otherwise payable under the blanket policy because
of
such deductible clause. Such deposit shall be from the Company’s own funds
without reimbursement therefor. In connection with its activities as
administrator and servicer of the EMC Mortgage Loans, the Company agrees to
present, on behalf of itself, the Depositor and the Trustee for the benefit
of
the Certificateholders, claims under any such blanket policy.
Section
3.06 Presentment
of Claims and Collection of Proceeds.
The
Company shall prepare and present on behalf of the Trustee and the
Certificateholders all claims under the Insurance Policies relating to the
EMC
Mortgage Loans 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 Insurance Policies. Any proceeds disbursed to the
Company in respect of such Insurance Policies shall be promptly deposited in
the
Protected Account maintained by the Company upon receipt, except that any
amounts realized that are to be applied to the repair or restoration of the
related Mortgaged Property as a condition precedent to the presentation of
claims on the related EMC Mortgage Loan to the insurer under any applicable
Insurance Policy need not be so deposited (or remitted).
Section
3.07 Maintenance
of the Primary Mortgage Insurance Policies.
(a) The
Company shall not 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 Company would have been covered thereunder. The Company shall
use
its best efforts to keep in force and effect (to the extent that the EMC
Mortgage Loan requires the Mortgagor to maintain such insurance), Primary
Mortgage Insurance applicable to each EMC Mortgage Loan. The Company shall
not
cancel or refuse to renew any such Primary Mortgage Insurance Policy that is
in
effect at the date of the initial issuance of the related Mortgage Note and
is
required to be kept in force hereunder.
(b) The
Company agrees to present on behalf of the Trustee and the Certificateholders,
claims to the insurer under any Primary Mortgage Insurance Policies relating
to
the EMC Mortgage Loans and, in this regard, to take such reasonable action
as
shall be necessary to permit recovery under any Primary Mortgage Insurance
Policies respecting defaulted EMC Mortgage Loans. Pursuant to Section 5.01,
any
amounts collected by the Company under any Primary Mortgage Insurance Policies
shall be deposited in the Protected Account maintained by the Company, subject
to withdrawal pursuant to Section 5.02 hereof.
Section
3.08 Fidelity
Bond, Errors and Omissions Insurance.
The
Company shall maintain, at its own expense, a blanket fidelity bond and an
errors and omissions insurance policy, with broad coverage with responsible
companies on all officers, employees or other persons acting in any capacity
with regard to the EMC Mortgage Loans and who handle funds, money, documents
and
papers relating to the EMC 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 Company against losses, including forgery,
theft, embezzlement, fraud, errors and omissions and negligent acts of such
persons. Such fidelity bond shall also protect and insure the Company against
losses in connection with the failure to maintain any insurance policies
required pursuant to this Agreement and the release or satisfaction of an EMC
Mortgage Loan which is not in accordance with Accepted Servicing Practices.
No
provision of this Section 3.08 requiring the fidelity bond and errors and
omissions insurance 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 at least equal to the corresponding amounts
required by Accepted Servicing Practices. The Company shall deliver to the
Master Servicer 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 Master Servicer and the Trustee.
The Company shall notify the Master Servicer and the Trustee 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 Trustee for the
benefit of the Certificateholders must be named as loss payees on the fidelity
bond and as additional insured on the errors and omissions policy.
The
Company shall provide to the Master Servicer and the Depositor evidence of
the
authorization of the person signing any certification or statement, copies
or
other evidence of fidelity bond and errors and omissions insurance, financial
information and reports, and such other information related to the Company
or
any subservicer engaged by it or the Company’s or such subservicer’s performance
hereunder or under the related Subservicing Agreement as may be reasonably
requested by the Master Servicer or the Depositor.
Section
3.09 Realization
Upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds
and
Realized Losses; Repurchases of Certain Mortgage Loans.
(a) The
Company shall use reasonable efforts to foreclose upon or otherwise comparably
convert the ownership of properties securing such of the EMC Mortgage Loans
as
come into and continue in default and as to which no satisfactory arrangements
can be made for collection of delinquent payments. In connection with such
foreclosure or other conversion, the Company shall follow such practices and
procedures as it shall deem necessary or advisable and as shall be normal and
usual in its general mortgage servicing activities and the requirements of
the
insurer under any Required Insurance Policy; provided that the Company shall
not
be required to expend its own funds in connection with any foreclosure or
towards the restoration of any property unless it shall determine (i) that
such
restoration and/or foreclosure will increase the proceeds of liquidation of
the
EMC Mortgage Loan after reimbursement to itself of such expenses and (ii) that
such expenses will be recoverable to it through Insurance Proceeds or
Liquidation Proceeds (respecting which it shall have priority for purposes
of
withdrawals from the Protected Account maintained by the Company pursuant to
Section 5.02). If the Company reasonably believes that Liquidation Proceeds
with
respect to any such EMC Mortgage Loan would not be increased as a result of
such
foreclosure or other action, such EMC Mortgage Loan will be charged-off and
will
become a Liquidated Loan. The Company will give notice of any such charge-off
to
the Trustee and the Securities Administrator. The Company shall be responsible
for all other costs and expenses incurred by it in any such proceedings;
provided that such costs and expenses shall be Servicing Advances and that
it
shall be entitled to reimbursement thereof from the proceeds of liquidation
of
the related Mortgaged Property, as contemplated in Section 5.02. If the Company
has knowledge that a Mortgaged Property that the Company is contemplating
acquiring in foreclosure or by deed- in-lieu of foreclosure is located within
a
one-mile radius of any site with environmental or hazardous waste risks known
to
the Company, the Company will, prior to acquiring the related Mortgaged
Property, consider such risks and only take action in accordance with its
established environmental review procedures.
With
respect to any REO Property relating to an EMC Mortgage Loan, the deed or
certificate of sale shall be taken in the name of the Trustee for the benefit
of
the Certificateholders (or the Trustee’s nominee on behalf of the
Certificateholders). The Trustee’s name shall be placed on the title to such REO
Property solely as the Trustee hereunder and not in its individual capacity.
The
Company shall ensure that the title to such REO Property references this
Agreement and the Trustee’s capacity hereunder. 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
Certificateholders, rent the same, or any part thereof, as the Company deems
to
be in the best interest of the Company and the Certificateholders for the period
prior to the sale of such REO Property. The Company shall prepare for and
deliver to the Trustee and the Securities Administrator a statement with respect
to each such REO Property that has been rented showing the aggregate rental
income received and all expenses incurred in connection with the management
and
maintenance of such REO Property at such times as is necessary to enable the
Trustee to comply with the reporting requirements of the REMIC Provisions.
The
net monthly rental income, if any, from such REO Property shall be deposited
in
the Protected Account maintained by the Company no later than the close of
business on each Determination Date. The Company shall perform the tax reporting
and withholding related to foreclosures, abandonments and cancellation of
indebtedness income as specified by Sections 1445, 6050J and 6050P of the Code
by preparing and filing such tax and information returns, as may be
required.
In
the
event that the Trust Fund acquires any Mortgaged Property as aforesaid or
otherwise in connection with a default or imminent default on an EMC Mortgage
Loan, the Company shall dispose of such Mortgaged Property prior to three years
after its acquisition by the Trust Fund or, at the expense of the Trust Fund,
request more than 60 days prior to the day on which such three-year period
would
otherwise expire, an extension of the three-year grace period unless the Trustee
shall have been supplied with an Opinion of Counsel addressed to the Trustee
(such opinion not to be an expense of the Trustee) to the effect that the
holding by the Trust Fund of such Mortgaged Property subsequent to such
three-year period will not result in the imposition of taxes on “prohibited
transactions” of REMIC I, REMIC II or REMIC III as defined in Section 860F of
the Code or cause either REMIC I, REMIC II or REMIC III to fail to qualify
as a
REMIC at any time that any Certificates are outstanding, in which case the
Trust
Fund may continue to hold such Mortgaged Property (subject to any conditions
contained in such Opinion of Counsel). Notwithstanding any other provision
of
this Agreement, no Mortgaged Property acquired by the Trust Fund shall be rented
(or allowed to continue to be rented) or otherwise used for the production
of
income by or on behalf of the Trust Fund in such a manner or pursuant to any
terms that would (i) cause such Mortgaged Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code or
(ii) subject any of REMIC I, REMIC II or REMIC III to the imposition of any
federal, state or local income taxes on the income earned from such Mortgaged
Property under Section 860G(c) of the Code or otherwise, unless the Company
has
agreed to indemnify and hold harmless the Trust Fund with respect to the
imposition of any such taxes.
The
decision of the Company to foreclose on a defaulted EMC Mortgage Loan shall
be
subject to a determination by the Company that the proceeds of such foreclosure
would exceed the costs and expenses of bringing such a proceeding. The income
earned from the management of any Mortgaged Properties acquired through
foreclosure or other judicial proceeding, net of reimbursement to the Company
for expenses incurred (including any property or other taxes) in connection
with
such management and net of unreimbursed Servicing Fees, Advances, Servicing
Advances and any management fee paid or to be paid with respect to the
management of such Mortgaged Property, shall be applied to the payment of
principal of, and interest on, the related defaulted EMC Mortgage Loans (with
interest accruing as though such Mortgage Loans were still current) and all
such
income shall be deemed, for all purposes in the Agreement, to be payments on
account of principal and interest on the related Mortgage Notes and shall be
deposited into the Protected Account maintained by the Company. To the extent
the income received during a Prepayment Period is in excess of the amount
attributable to amortizing principal and accrued interest at the related
Mortgage Rate on the related EMC Mortgage Loan, such excess shall be considered
to be a partial Principal Prepayment for all purposes hereof.
The
Liquidation Proceeds from any liquidation of an EMC Mortgage Loan, net of any
payment to the Company as provided above, shall be deposited in the Protected
Account maintained by the Company on the next succeeding Determination Date
following receipt thereof for distribution on the related Distribution Date,
except that any Excess Liquidation Proceeds shall be retained by the Company
as
additional servicing compensation.
The
proceeds of any Liquidated Loan, as well as any recovery resulting from a
partial collection of Liquidation Proceeds or any income from an REO Property,
will be applied in the following order of priority: first, to reimburse the
Company for any related unreimbursed Servicing Advances and Servicing Fees,
pursuant to Section 5.02 or this Section 3.09; second, to reimburse the Company
for any unreimbursed Advances, pursuant to Section 5.02 or this Section 3.09;
third, to accrued and unpaid interest (to the extent no Advance has been made
for such amount) on the EMC Mortgage Loan or related REO Property, at the Net
Mortgage Rate to the first day of the month in which such amounts are required
to be distributed; and fourth, as a recovery of principal of the EMC Mortgage
Loan.
(b) On
each
Determination Date, the Company shall determine the respective aggregate amounts
of Excess Liquidation Proceeds and Realized Losses, if any, for the related
Prepayment Period.
(c) The
Company has no intent to foreclose on any EMC Mortgage Loan based on the
delinquency characteristics as of the Closing Date; provided, that the foregoing
does not prevent the Company from initiating foreclosure proceedings on any
date
hereafter if the facts and circumstances of such EMC Mortgage Loans including
delinquency characteristics in the Company’s discretion so warrant such
action.
Section
3.10 Servicing
Compensation.
As
compensation for its activities hereunder, the Company shall be entitled to
retain or withdraw from its Protected Account out of each payment of interest
on
an EMC Mortgage Loan included in the Trust Fund an amount equal to the Servicing
Fee.
Additional
servicing compensation in the form of any Excess Liquidation Proceeds,
assumption fees, late payment charges, all Prepayment Interest Excess on any
EMC
Mortgage Loan, all income and gain net of any losses realized from Permitted
Investments with respect to funds in or credited to the Protected Account
maintained by the Company shall be retained by the Company to the extent not
required to be deposited in the Protected Account maintained by the Company
pursuant to Section 5.02. The Company shall be required to pay all expenses
incurred by it in connection with its servicing activities hereunder (including
payment of any premiums for hazard insurance, as required by Section 3.05 and
maintenance of the other forms of insurance coverage required by Section 3.07)
and shall not be entitled to reimbursement therefor except as specifically
provided in Section 5.02.
EMC
will
be entitled to retain any Prepayment Interest Excess pursuant to Section
5.02(a).
Section
3.11 REO
Property.
(a) In
the
event the Trust Fund acquires ownership of any REO Property in respect of any
related EMC 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
Company shall sell any such REO Property as expeditiously as possible and in
accordance with the provisions of this Agreement. Pursuant to its efforts to
sell such REO Property, the Company shall protect and conserve such REO Property
in the manner and to the extent required herein, 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
Company shall deposit all funds collected and received in connection with the
operation of any REO Property in respect of any EMC Mortgage Loan into the
Protected Account maintained by the Company.
(c) The
Company, upon the final disposition of any REO Property in respect of any EMC
Mortgage Loan, shall be entitled to reimbursement for any related unreimbursed
Advances, unreimbursed Servicing Advances or Servicing Fees from Liquidation
Proceeds received in connection with the final disposition of such REO Property;
provided, that any such unreimbursed Advances or Servicing Fees 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.
Section
3.12 Liquidation
Reports.
Upon
the
foreclosure of any Mortgaged Property relating to an EMC Mortgage Loan or the
acquisition thereof by the Trust Fund pursuant to a deed-in-lieu of foreclosure,
the Company shall submit a liquidation report to the Master Servicer containing
such information as shall be mutually acceptable to the Company and the Master
Servicer with respect to such Mortgaged Property.
Section
3.13 Reserved.
Section
3.14 Reserved.
Section
3.15 Books
and
Records.
The
Company shall be responsible for maintaining, and shall maintain, a complete
set
of books and records for the EMC Mortgage Loans which shall be appropriately
identified in the Company’s computer system to clearly reflect the ownership of
the EMC Mortgage Loans by the Trust. In particular, the Company shall maintain
in its possession, available for inspection by the Master Servicer and the
Trustee and shall deliver to Master Servicer and the Trustee upon demand,
evidence of compliance with all federal, state and local laws, rules and
regulations. 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 Accepted Servicing Practices.
The
Company shall maintain with respect to each EMC Mortgage Loan and shall make
available for inspection by the Master Servicer and the Trustee the related
servicing file during the time such EMC Mortgage Loan is subject to this
Agreement and thereafter in accordance with applicable law.
ARTICLE
IV
ADMINISTRATION
AND MASTER SERVICING OF MORTGAGE LOANS BY MASTER SERVICER
Section
4.01 Master
Servicer.
The
Master Servicer shall, beginning on the Closing Date, supervise, monitor and
oversee the obligation of the Company and the related Servicer to service and
administer their respective Mortgage Loans in accordance with the terms of
this
Agreement and the related Servicing Agreement and shall have full power and
authority to do any and all things which it may deem necessary or desirable
in
connection with such master servicing and administration. In performing its
obligations hereunder, the Master Servicer shall act in a manner consistent
with
Accepted Master Servicing Practices. Furthermore, the Master Servicer shall
oversee and consult with the Company and the related 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 the Company and the related Servicer and shall cause
the
Company and related Servicer to perform and observe the covenants, obligations
and conditions to be performed or observed by such Person under this Agreement
and the related Servicing Agreement. The Master Servicer shall independently
and
separately monitor the Company and the related 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 Company’s, the related
Servicer’s and Master Servicer’s records, and based on such reconciled and
corrected information, the Master Servicer shall provide such information to
the
Securities Administrator as shall be necessary in order for it to prepare the
statements specified in Section 6.06 and any other information and statements
required hereunder. The Master Servicer shall reconcile the results of its
Mortgage Loan monitoring with the actual remittances of the Company to the
Securities Administrator and each Servicer pursuant to this Agreement and the
related Servicing Agreement.
In
addition to the foregoing, in connection with a modification of any Mortgage
Loan by a Servicer, if the Master Servicer is unable to enforce the obligations
of the Servicer with respect to such modification, the Master Servicer shall
notify the Depositor of such Servicer’s failure to comply with the terms of the
Servicing Agreement or this Agreement. If the Servicing Agreement or this
Agreement (in the case of the Company, as Servicer) 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 or this
Agreement (in the case of the Company, as Servicer) and that any conditions
to
such modification set forth in the Servicing Agreement or this Agreement have
been satisfied. Furthermore, if the Servicing Agreement or this Agreement (in
the case of the Company, as Servicer) 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 or this
Agreement (in the case of the Company, as Servicer), and the Master Servicer
shall notify the Depositor in any case in which the Master Servicer believes
that the related Servicer is not complying with such timeframes and/or other
requirements.
The
Trustee shall furnish the Company, the Servicers and the Master Servicer with
any powers of attorney and other documents in form as provided to it necessary
or appropriate to enable the Company, the Servicer and the Master Servicer
to
service and administer the related Mortgage Loans and REO Property.
The
Trustee or the Custodian on its behalf, the Company or the related Servicer
shall provide access to the records and documentation in possession of the
Trustee or the Custodian on its behalf, the Company or the related Servicer
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 Trustee, the Custodian,
the Company or the related Servicer; provided, however, that, unless otherwise
required by law, neither the Trustee, the Custodian, the Company nor the related
Servicer shall 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, the Custodian, the Company and 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 Custodian’s, the Company’s or the related
Servicer’s actual costs.
The
Trustee shall execute and deliver to the Company or the related Servicer and
the
Master Servicer any court pleadings, requests for trustee’s sale or other
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
4.02 REMIC-Related
Covenants.
For as
long as each REMIC shall exist, the Trustee and the Securities Administrator
shall act in accordance herewith to assure continuing treatment of such REMIC
as
a REMIC, and the Trustee and the Securities Administrator shall comply with
any
directions of the Sponsor, the Company, the Servicers 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 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; and (b) other than with respect to a substitution pursuant to the
Mortgage Loan Purchase Agreement or Section 2.03 of this Agreement, as
applicable, accept any contribution to any REMIC after the Startup Day without
receipt of a REMIC Opinion.
Section
4.03 Monitoring
of Company and Servicer. (a)
The
Master Servicer shall be responsible for reporting to the Trustee and the
Sponsor the compliance by the Company and the related Servicer with its duties
under this Agreement and the related Servicing Agreement. In the review of
the
Company’s and the related Servicer’s activities, the Master Servicer may rely
upon an Officer’s Certificate of the Company and the related Servicer with
regard to such Person’s compliance with the terms of this Agreement or the
related Servicing Agreement. In the event that the Master Servicer, in its
judgment, determines that the Company or the related Servicer (other than Xxxxx
Fargo) should be terminated in accordance with this Agreement or the related
Servicing Agreement, or that a notice should be sent pursuant to this Agreement
or the related 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 Sponsor and the Trustee thereof and the Master
Servicer shall issue such notice or take such other action as it deems
appropriate. In the event that the Master Servicer, in its judgment, determines
that Xxxxx Fargo should be terminated in accordance with the Xxxxx Fargo
Servicing Agreement, or that a notice should be sent pursuant to the Xxxxx
Fargo
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 Sponsor and the Trustee thereof in writing. Pursuant to its receipt
of such written notification from the Master Servicer, the Trustee shall issue
such notice of termination to Xxxxx Fargo or take such other action as it deems
appropriate.
(b) The
Master Servicer, for the benefit of the Trustee and the Certificateholders,
shall enforce the obligations of the Company under this Agreement and the
related Servicer under the related Servicing Agreement, and shall, in the event
that the Company or the related Servicer other than Xxxxx Fargo fails to perform
its obligations in accordance with this Agreement or the related Servicing
Agreement, subject to the preceding paragraph, terminate the rights and
obligations of such Person thereunder and act as servicer of the related
Mortgage Loans or to cause the Trustee to enter into a new Servicing Agreement
with a successor Servicer selected by the Master Servicer; provided, however,
it
is understood and acknowledged by the parties hereto that there will be a period
of transition (not to exceed 90 days) before the actual servicing functions
can
be fully transferred to such successor Servicer. In the event that Xxxxx Fargo
fails to perform its obligations in accordance with the Xxxxx Fargo Servicing
Agreement, subject to the preceeding paragraph, the Master Servicer shall notify
the Trustee in writing of such failure. Pursuant to its receipt of such
notification from the Master Servicer, the Trustee shall terminate the rights
and obligations of Xxxxx Fargo under the Xxxxx Fargo Servicing Agreement and
enter into a new servicing agreement with a successor servicer selected by
the
Trustee or, in the case where it cannot find a successor servicer, it shall
become the successor servicer; provided, however, it is understood and
acknowledged by the parties hereto that there will be a period of transition
(not to exceed 90 days) before the actual servicing functions can be fully
transferred to such successor servicer. In either event, 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 (or in the case Xxxxx Fargo is terminated as the Servicer,
the
Successor Servicer or the Trustee, as applicable) in its good faith business
judgment, would require were it the owner of the 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. In the event that Xxxxx Fargo is
terminated as the Servicer, the Trustee shall pay the costs of such enforcement
at its own expense, subject to its right to be reimbursed for such costs from
the Distribution Account pursuant to Section 5.09; provided that, the Trustee
shall not be required to prosecute or defend any legal action except to the
extent that the Trustee shall have received reasonable indemnity for its costs
and expenses in pursuing such action. Nothing herein shall impose any obligation
on the part of the Trustee to assume or succeed to the duties or obligations
of
Xxxxx Fargo as Servicer or the Master Servicer, unless the Trustee has not
been
able to find a successor servicer or a successor master servicer.
(c) 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 of related claims, rights or remedies or the appointment of a
successor Servicer or the transfer and assumption of servicing by the Master
Servicer or the Trustee, as applicable, with respect to this Agreement or the
related Servicing Agreement (including, without limitation, (i) all legal costs
and expenses and all due diligence costs and expenses associated with an
evaluation of the potential termination of the Company or the related Servicer
as a result of an event of default by such Person 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 service to service the Mortgage Loans in accordance with
this Agreement or 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 5.09.
(d) The
Master Servicer shall require the Company and the related Servicer to comply
with the remittance requirements and other obligations set forth in this
Agreement or the related Servicing Agreement, as applicable.
(e) If
the
Master Servicer acts as a servicer, it will not assume liability for the
representations and warranties of the Company or the related Servicer, if any,
that it replaces.
Section
4.04 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
4.05 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 XI 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 4.03, shall
not authorize the Company or the related 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 REMIC I, REMIC II or REMIC III 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, or failure to take action, will not cause REMIC I,
REMIC II or REMIC III to fail to qualify as a REMIC or result in the imposition
of a tax upon REMIC I, REMIC II or REMIC III, as the case may be. The Trustee
shall furnish the Master Servicer, upon written request from a Servicing
Officer, with any powers of attorney empowering the Master Servicer, the Company
or the related Servicer to execute and deliver instruments of satisfaction
or
cancellation, or of partial or full release or discharge, and to foreclose
upon
or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend
in
any court action relating to the Mortgage Loans or the Mortgaged Property,
in
accordance with the related Servicing Agreement and this Agreement, and the
Trustee shall execute and deliver such other documents, as the Master Servicer
may request, to enable the Master Servicer to master service and administer
the
Mortgage Loans and carry out its duties hereunder, in each case in accordance
with Accepted Master Servicing Practices (and the Trustee shall have no
liability for misuse of any such powers of attorney by the Master Servicer,
the
Company or the related 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 10.11
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
4.06 Due-on-Sale
Clauses; Assumption Agreements.
To the
extent provided in this Agreement or the related Servicing Agreement, to the
extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
Servicer shall cause the Company and the related Servicer to enforce such
clauses in accordance with this Agreement or the related Servicing Agreement.
If
applicable law prohibits the enforcement of a due-on-sale clause or such clause
is otherwise not enforced in accordance with this Agreement or the related
Servicing Agreement, and, as a consequence, a Mortgage Loan is assumed, the
original Mortgagor may be released from liability in accordance with this
Agreement or the related Servicing Agreement.
Section
4.07 Release
of Mortgage Files.
(a)
Upon
becoming aware of the payment in full of any Mortgage Loan, or the receipt
by
the Company or the related 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 Company or the related
Servicer will, if required under the related Servicing Agreement (or if the
Company or the related Servicer does not, the Master Servicer may), promptly
furnish to the Custodian, on behalf of the Trustee, two copies of a
certification substantially in the form of Exhibit G (or as otherwise provided
in the Custodian 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 Company or the Servicer pursuant to Article V or by the related Servicer
pursuant to the related Servicing Agreement have been or will be so deposited)
and shall request that the Custodian, on behalf of the Trustee, deliver to
the
Company or the related Servicer the related Mortgage File. Upon receipt of
such
certification and request, the Custodian, on behalf of the Trustee, shall
promptly release the related Mortgage File to the Company or the related
Servicer and the Trustee and Custodian shall have no further responsibility
with
regard to such Mortgage File. Upon any such payment in full, the Company or
the
related 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, representation or
warranty) 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 this Agreement or the related 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 the Company, the related Servicer or the Master Servicer (in form reasonably
acceptable to the Trustee) and as are necessary to the prosecution of any such
proceedings. The Custodian, on behalf of the Trustee, shall, upon the request
of
the Company, the related Servicer or the Master Servicer, and delivery to the
Custodian, on behalf of the Trustee, of two copies of a request for release
signed by a Servicing Officer substantially in the form of Exhibit G (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 Company, the related Servicer or the
Master Servicer, as applicable. Such trust receipt shall obligate the Company,
the related Servicer or the Master Servicer to return the Mortgage File to
the
Custodian on behalf of the Trustee, when the need therefor by such Person no
longer exists unless the Mortgage Loan shall be liquidated, in which case,
upon
receipt of a certificate of a Servicing Officer similar to that hereinabove
specified, the Mortgage File shall be released by the Custodian, on behalf
of
the Trustee, to the Company, the related Servicer or the Master
Servicer.
Section
4.08 Documents,
Records and Funds in Possession of Master Servicer, Company and Servicer To
Be
Held for Trustee.
(a) The
Master Servicer shall transmit and the Company or the related Servicer (to
the
extent required by this Agreement or the related Servicing Agreement) shall
transmit to the Trustee or Custodian such documents and instruments coming
into
the possession of such Person from time to time as are required by the terms
hereof, or in the case of the related Servicer, the related Servicing Agreement,
to be delivered to the Trustee or Custodian. Any funds received by the Master
Servicer, the Company or by the related Servicer in respect of any Mortgage
Loan
or which otherwise are collected by the Master Servicer, the Company or by
the
related 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 Distribtution Account, the Master Servicing Compensation and other
amounts provided in this Agreement, and to the right of the Company and the
related Servicer to retain its Servicing Fee and other amounts as provided
in
this Agreement or the related Servicing Agreement. The Master Servicer shall,
and (to the extent provided in this Agreement or the related Servicing
Agreement) shall cause the Company and the related Servicer to, 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, the
Company and the related 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 related Servicing
Agreement.
Section
4.09 Standard
Hazard Insurance and Flood Insurance Policies.
(a) For
each
Mortgage Loan, the Master Servicer shall enforce any obligation of the Company
and the related Servicer under this Agreement or the related Servicing Agreement
to maintain or cause to be maintained standard fire and casualty insurance
and,
where applicable, flood insurance, all in accordance with the provisions of
this
Agreement or the related Servicing Agreement. It is understood and agreed that
such insurance shall be with insurers meeting the eligibility requirements
set
forth in this Agreement and the related 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 Sections 5.01, 5.04 and 5.05 any amounts collected by the Company, the
Servicers or the Master Servicer, or by the Company or the Servicers, 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 this Agreement or the Servicing Agreements) shall
be deposited by the Company in its Protected Account or by the related Servicer
or the Master Servicer into the Distribution Account, subject to withdrawal
pursuant to Sections 5.02, 5.04, 5.05 and 5.09, as applicable. Any cost incurred
by the Master Servicer, the Company or the related 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 authorize; 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, the Company or the related Servicer pursuant to Sections 5.02,
5.04, 5.05 and 5.09, as applicable.
Section
4.10 Presentment
of Claims and Collection of Proceeds.
The
Master Servicer shall (to the extent provided in this Agreement and the related
Servicing Agreement) cause the Company or the 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 the Company or the related Servicer and remitted
to
the Master Servicer) in respect of such policies, bonds or contracts shall
be
promptly deposited in the Distribution Account upon receipt, except that any
amounts realized that are to be applied to the repair or restoration of the
related Mortgaged Property 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
4.11 Maintenance
of the Primary Mortgage Insurance Policies.
(a) The
Master Servicer shall not take, or authorize the Company or the related Servicer
(to the extent such action is prohibited under this Agreement or the related
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, the Company or the related Servicer, would
have
been covered thereunder. The Master Servicer shall use its best reasonable
efforts to cause the Company and the related Servicer (to the extent required
under this Agreement and 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
(including any LPMI Policy) in accordance with the provisions of this Agreement
and the related Servicing Agreement, as applicable. The Master Servicer shall
not, and shall not authorize the Company or the related Servicer (to the extent
required under this Agreement or 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 cause the Company and the related Servicer (to the
extent required under this Agreement and 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 Sections 5.01, 5.04 and 5.05, any amounts collected by the Company
or the related Servicer under any Primary Mortgage Insurance Policies shall
be
deposited by the Company in its Protected Account or by the related Servicer
in
the Distribution Account, subject to withdrawal pursuant to Section 5.04 or
5.05, as applicable.
Section
4.12 Trustee
to Retain Possession of Certain Insurance Policies and
Documents.
The
Trustee (or the Custodian, as directed by the Trustee), shall retain possession
and custody of the originals (to the extent available) of any Primary Mortgage
Insurance Policies, or certificate of insurance if applicable, and any
certificates of renewal as to the foregoing as may be issued from time to time
as contemplated by this Agreement. Until all amounts distributable in respect
of
the Certificates have been distributed in full and the Master Servicer otherwise
has fulfilled its obligations under this Agreement, the Trustee (or its
Custodian, if any, as directed by the Trustee) shall also retain possession
and
custody of each Mortgage File in accordance with and subject to the terms and
conditions of this Agreement. The Master Servicer shall promptly deliver or
cause to be delivered to the Trustee (or the Custodian, as directed by the
Trustee), upon the execution or receipt thereof the originals of any Primary
Mortgage Insurance Policies, any certificates of renewal, and such other
documents or instruments that constitute portions of the Mortgage File that
come
into the possession of the Master Servicer from time to time.
Section
4.13 Realization
Upon Defaulted Mortgage Loans.
The
Master Servicer shall cause the Company and the related Servicer (to the extent
required under this Agreement and 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 this Agreement or the related
Servicing Agreement.
Section
4.14 Compensation
for the Master Servicer.
The
Master Servicer will be entitled to receive the Master Servicing Fee as
compensation for its activities under this Agreement; provided, that the
aggregate Master Servicing Fee with respect to any Distribution Date shall
be
reduced by an amount equal to the Compensating Interest to the extent payable
by
the Master Servicer for such Distribution Date pursuant to Section 6.02 hereof.
The Master Servicer will also be entitled to all income and gain realized from
any investment of funds in the Distribution 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
4.15 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 this Agreement or the related
Servicing Agreement, cause the Company or the related 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
Company or the related Servicer to protect and conserve, such REO Property
in
the manner and to the extent required by this Agreement or the related 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 this Agreement or the related
Servicing Agreement, cause the Company or the related Servicer to deposit all
funds collected and received in connection with the operation of any REO
Property in the Protected Account.
(c) The
Master Servicer and the Company or the related Servicer, upon the final
disposition of any REO Property, shall be entitled to reimbursement for any
related unreimbursed Advances and other unreimbursed advances as well as any
unpaid Master Servicing Fees and 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
Master Servicing Fees and 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 this Agreement or 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 Company or the related Servicer as
provided above shall be deposited in the 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 Securities Administrator
for
deposit into the Distribution Account on the next succeeding Remittance
Date.
Section
4.16 Annual
Statement
as to Compliance.
The
Company as a Servicer, the Master Servicer and the Securities Administrator
shall deliver (or otherwise make available) to the Depositor, the Securities
Administrator not later than March 15th of each calendar year beginning in
2007,
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, the Securities Administrator
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 Company, the Master Servicer, the Securities
Administrator or a Servicer to a subservicer or subcontractor, each such entity
shall cause such subservicer or subcontractor (and with respect to each
Servicer, the Master Servicer shall enforce the obligation of such Servicer
to
the extent required under the related Servicing Agreement) to deliver a similar
Annual Statement of Compliance by such subservicer or subcontractor to the
Depositor, the Securities Administrator as described above as and when required
with respect to the Master Servicer or the related Servicer (as the case may
be).
Failure
of the Company to comply with this Section 4.16 (including with respect to
the
timeframes required herein) shall be deemed a Company Default, and the Master
Servicer shall, in addition to whatever rights the Master Servicer 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 Company under this Agreement and in and to the
Mortgage Loans and the proceeds thereof without compensating the Company for
the
same. Failure of the Master Servicer to comply with this Section 4.16 (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. Failure
of the Securities Administrator to comply with this Section 4.16 (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 Securities
Administrator under this Agreement and in and to the Mortgage Loans and the
proceeds thereof without compensating the Securities Administrator for the
same.
This paragraph shall supersede any other provision in this Agreement or any
other agreement to the contrary.
Section
4.17 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 Company as a Servicer, the Master Servicer, the Securities
Administrator and the Custodian (to the extent set forth in this Section) (each,
an “Attesting Party”) shall deliver (or otherwise make available) to the Master
Servicer, the Securities Administrator and the Depositor on or before March
15th
of each
calendar year beginning in 2007, 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 O 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 O hereto which are indicated as applicable to the related Attesting
Party.
On
or
before March 15th
of each
calendar year beginning in 2007, each Attesting Party shall furnish to the
Master Servicer, the Depositor and the Securities Administrator 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
Securities Administrator, the Master Servicer and the Depositor an Assessment
of
Compliance and Attestation Report as and when provided in the related Servicing
Agreement. Each of the Company, the Master Servicer and the Securities
Administrator 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 Company, the Master Servicer or the Securities
Administrator, as applicable, to be “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB) that is engaged by the
Company, such Servicer, the Master Servicer or the Securities Administrator,
as
applicable, to deliver to the Securities Administrator, the Master Servicer
and
the Depositor an Assessment of Compliance and Attestation Report as and when
provided above. Such Assessment of Compliance, as to any subservicer or
subcontractor, shall at a minimum address the applicable Servicing Criteria
specified on Exhibit O 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 Securities Administrator 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 O and notify the
Depositor of any exceptions. Notwithstanding the foregoing, as to any
subcontractor, an Assessment of Compliance is not required to be delivered
unless it is required as part of a Form 10-K with respect to the Trust
Fund.
In
addition, for the avoidance of doubt and without duplication, the Company as
a
Servicer shall (and shall cause each subservicer engaged by it to) provide
the
following information to the Depositor and the Securities Administrator: (A)
any
Company Default hereunder and any subservicer event of default under the terms
of the related Subservicing Agreement, (B) any merger, consolidation or sale
of
substantially all of the assets of the Company or, to the best of the Company’s
knowledge, any such subservicer, and (C) the Company’s entry into an agreement
with a subservicer to perform or assist in the performance of any of the
Company’s obligations as Servicer.
In
addition, the Company as a Servicer, shall cause each subservicer engaged by
it
to provide the following information to the Depositor and the Securities
Administrator, to the extent applicable, within the timeframes that the Company
would otherwise have to provide such information:
(A) any
material modifications, extensions or waivers of pool asset 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 pool asset representations or warranties or transaction covenants
(Item 1121(a)(12) of Regulation AB); and
(C) information
regarding new asset-backed securities issuances backed by the same pool assets,
any pool asset 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).
The
Custodian shall deliver to the Master Servicer, the Securities Administrator
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 O 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 Company to comply with this Section 4.17 (including with respect to
the
timeframes required herein) shall be deemed a Company Default, and the Master
Servicer shall, in addition to whatever rights the Master Servicer 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 Company under this Agreement and in and to the
Mortgage Loans and the proceeds thereof without compensating the Company for
the
same. Failure of the Master Servicer to comply with this Section 4.17 (including
with respect to the timeframes required herein) shall, constitute an Event
of
Default, and at the written direction of the Depositor the Trustee shall, in
addition to whatever rights the Trustee may have under this Agreement and at
law
or equity or to damages, including injunctive relief and specific performance,
upon notice immediately terminate all of the rights and obligations of the
Master Servicer under this Agreement and in and to the Mortgage Loans and the
proceeds thereof without compensating the Master Servicer for the same (but
subject to the Master Servicer’s rights to payment of any Master Servicing
Compensation and reimbursement of all amounts for which it is entitled to be
reimbursed prior to the date of termination). Failure of the Securities
Administrator to comply with this Section 4.17 (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, constitute a 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 Securities
Administrator under this Agreement and in and to the Mortgage Loans and the
proceeds thereof without compensating the Securities Administrator for the
same
(but subject to the Securities Administrator’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
4.18 Section
4.18Reports
Filed with Securities and Exchange Commission.
(a) (i)
(A)
Within 15 days after each Distribution Date, the Securities Administrator 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 Securities Administrator to the
Certificateholders for such Distribution Date; provided that, the Securities
Administrator shall have received no later than five (5) calendar days after
the
related Distribution Date, all information required to be provided to the
Securities Administrator 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 Q to the Securities Administrator and the Depositor and approved
for
inclusion by the Depositor, and the Securities Administrator 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
Securities Administrator is the reporting party as set forth in Exhibit P)
and
approval.
(B) Within
five (5) calendar days after the related Distribution Date, (i) the parties
set
forth in Exhibit P 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 4.18(a)(iv) below, to
the
Securities Administrator 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 Securities Administrator 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. The Depositor shall be responsible for any reasonable fees and expenses
assessed or incurred by the Securities Administrator 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 Securities Administrator 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 Securities
Administrator forwards a copy of the Form 10-D no later than the 10th calendar
after the Distribution Date), the Depositor shall notify the Securities
Administrator 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 Securities Administrator shall be entitled to assume
that such Form 10-D is in final form and the Securities Administrator may
proceed with the execution and filing of 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, in the case where the Master
Servicer and the Securities Administrator are not affiliated, 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 Securities Administrator. If a Form
10-D cannot be filed on time or if a previously filed Form 10-D needs to be
amended, the Securities Administrator shall follow the procedures set forth
in
Section 4.18(a)(v)(B). Promptly (but no later than one (1) Business Day) after
filing with the Commission, the Securities Administrator shall make available
on
its internet website identified in Section 6.06 a final executed copy of each
Form 10-D filed by the Securities Administrator. The signing party at the Master
Servicer can be contacted as set forth in Section 12.05. 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 Securities
Administrator 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 Securities Administrator shall be
entitled to rely on the representations in Section 2.04(vi) 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
Securities Administrator of their respective duties under Sections 4.18(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 Securities Administrator 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 Securities
Administrator 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 O to the Securities
Administrator and the Depositor and approved for inclusion by the Depositor,
and
the Securities Administrator 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 Securities Administrator is
the
reporting party as set forth in Exhibit O) 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 O shall be required
pursuant to Section 4.18(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 Securities Administrator 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
Securities Administrator 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 Securities Administrator 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 Securities Administrator 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, or in the case where the Master
Servicer and Securities Administrator are affiliated, no later than noon New
York City time on the 4th Business Day after the Reportable Event, a duly
authorized officer of the Master Servicer shall sign the Form 8-K and, in the
case where the Master Servicer and the Securities Administrator are not
affiliated, 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 Securities
Administrator. Promptly, but no later than the close of business on the 3rd
Business Day after the Reportable Event (provided that, the Securities
Administrator 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 Securities Administrator 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 Securities Administrator
shall be entitled to assume that such Form 8-K is in final form and the
Securities Administrator may proceed with the execution and filing of the Form
8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K
needs to be amended, the Securities Administrator shall follow the procedures
set forth in Section 4.18(a)(v)(B). Promptly (but no later than one (1) Business
Day) after filing with the Commission, the Securities Administrator shall,
make
available on its internet website a final executed copy of each Form 8-K filed
by the Securities Administrator. The signing party at the Master Servicer can
be
contacted as set forth in Section 12.05. The parties to this Agreement
acknowledge that the performance by Master Servicer and the Securities
Administrator of their respective duties under this Section 4.18(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 4.18(a)(ii). Neither the Master Servicer nor
the
Securities Administrator shall have any liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare, execute
and/or timely file such Form 8-K, where such failure results from a party’s
failure to deliver on a timely basis, any information from such party needed
to
prepare, arrange for execution or file such Form 8-K, not resulting from its
own
negligence, bad faith or willful misconduct.
(iii)
(A)
Within 90 days after the end of each fiscal year of the Trust or such earlier
date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it
being understood that the fiscal year for the Trust ends on December 31st of
each year), commencing in March 2007, the Securities Administrator 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 Securities Administrator
within the applicable time frames set forth in this Agreement, (I) an annual
compliance statement for the Company as a Servicer, each Servicer, the Master
Servicer, the Securities Administrator and any subservicer or subcontractor,
as
applicable, as described under Section 4.16, (II)(A) the annual reports on
assessment of compliance with Servicing Criteria for the Company as a Servicer,
each Servicer, the Master Servicer, each subservicer and subcontractor
participating in the servicing function, the Securities Administrator and the
Custodian, as described under Section 4.17, and (B) if any such report on
assessment of compliance with Servicing Criteria described under Section 4.17
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 4.17 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 Company, the Master Servicer, each
Servicer, the Securities Administrator, each subservicer, each subcontractor,
as
applicable, and the Custodian, as described under Section 4.17, and (B) if
any
registered public accounting firm attestation report described under Section
4.17 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
4.18(a)(iii)(D) below (provided, however, that the Securities Administrator,
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 O to the
Securities Administrator and the Depositor and approved for inclusion by the
Depositor, and the Securities Administrator 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 Securities
Administrator is the reporting party as set forth in Exhibit O) and
approval.
(B) No
later
than March 15th of each year that the Trust is subject to the Exchange Act
reporting requirements, commencing in 2007, (i) the parties set forth in Exhibit
O 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 4.18(a)(iv) below to the Securities
Administrator 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 Securities Administrator 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 Securities Administrator 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 Securities Administrator 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 Securities Administrator forwards a copy of the Form 10-K no later
than the third Business Day prior to March 25th), the Depositor shall notify
the
Securities Administrator 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 Securities Administrator shall be entitled
to
assume that such Form 10-K is in final form and the Securities Administrator
may
proceed with the execution and filing of the Form 10-K. No later than the close
of business Eastern Standard time on the 4th Business Day prior to the 10-K
Filing Deadline, an officer of the Master Servicer in charge of the master
servicing function shall sign the Form 10-K and, in the case where the Master
Servicer and the Securities Administrator are unaffiliated, 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 Securities Administrator. If a Form 10-K cannot
be filed on time or if a previously filed Form 10-K needs to be amended, the
Securities Administrator will follow the procedures set forth in Section
4.18(a)(v)(B). Promptly (but no later than one (1) Business Day) after filing
with the Commission, the Securities Administrator shall make available on its
internet website a final executed copy of each Form 10-K filed by the Securities
Administrator. The signing party at the Master Servicer can be contacted as
set
forth in Section 12.05. 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 Securities Administrator in writing, no later than
March 15th of each year in which the Trust is subject to the reporting
requirements of the Exchange Act with respect to the filing of a report on
Form
10-K, if the answer to the questions should be “no”. The Securities
Administrator shall be entitled to rely on the representations in Section
2.04(vi) 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 Securities Administrator of their respective duties
under Sections 4.18(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 4.16 and Section 4.17. Neither the Master Servicer nor the Securities
Administrator 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 Securities Administrator’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 Securities Administrator
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 K, upon which the Certifying Person, the entity for which
the
Certifying Person acts as an officer, and such entity’s officers, directors and
Affiliates (collectively with the Certifying Person, “Certification Parties”)
can reasonably rely. In addition, the Company as a Servicer and, in the case
where the Master Servicer and Securities Administrator are not affiliated,
the
Securities Administrator shall sign a Back-Up Certification substantially in
the
form of Exhibit T; provided, however, that the Company and the Securities
Administrator 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 12.05.
(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 Securities Administrator’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 O
as
the responsible party for providing that information, if other than the
Securities Administrator, as and when required as described in Section
4.18(a)(i) through (iii) above. Such Additional Disclosure shall be accompanied
by a notice substantially in the form of Exhibit P. Each of the Company as
a
Servicer, the Master Servicer, the Sponsor, the Securities Administrator 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
Company as a Servicer, the Master Servicer, the Sponsor, the Securities
Administrator and the Depositor all Additional Disclosure relating to the Trust
Fund, with respect to which such party is indicated in Exhibit O as the
responsible party for providing that information. Within five Business Days
of
each Distribution Date of each year that the Trust is subject to the Exchange
Act reporting requirements, the Depositor shall make available to the Securities
Administrator the related Significance Estimate and the Securities Administrator
shall use such information to calculate the related Significance Percentage.
If
the Significance Percentage meets either of the threshold levels detailed in
Item 1115(b)(1) or 1115(b)(2) of Regulation AB, the Securities Administrator
shall deliver written notification to the Depositor and the Corridor Contract
Counterparty to that effect, which notification shall include a request that
the
Corridor Contract Counterparty provide Regulation AB information to the
Depositor in accordance with the Corridor Contract. The Depositor shall be
obligated to obtain from the Corridor Contract Counterparty any information
required under Regulation AB to the extent required under the Corridor Contracts
and to provide to the Securities Administrator any information that may be
required to be included in any Form 10-D, Form 8-K or Form 10-K relating to
the
Corridor Contract Counterparty or written notification instructing the
Securities Administrator that such Additional Disclosure regarding the Corridor
Contract Counterparty is not necessary for such Distribution Date. The Depositor
shall be responsible for any reasonable fees and expenses assessed or incurred
by the Securities Administrator 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 Securities Administrator
and 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 4.18. In addition, the Trustee
shall notify the Securities Administrator and the Depositor of any affiliations
or relationships that develop after the Closing Date between the Trustee and
the
Depositor, the Sponsor, the Securities Administrator, the Master Servicer or
the
Custodian 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 2007. Should
the identification of any of the Depositor, the Sponsor, the Securities
Administrator, the Master Servicer or the Custodian change, the Depositor shall
promptly notify the Trustee.
(v)
(A)
On or prior to January 30th of the first year in which the Securities
Administrator is able to do so under applicable law, the Securities
Administrator 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 Securities Administrator 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 Securities Administrator 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 Securities Administrator
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 Securities Administrator 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 Securities Administrator shall notify
the Depositor and the parties affected thereby and such parties will cooperate
to prepare any necessary Form 8-K, 10-DA or 10-KA. Any Form 15, Form 12b-25
or
any amendment to Form 8-K, 10-D or 10-K shall be signed by an appropriate
officer of the Master Servicer. The parties hereto acknowledge that the
performance by the Master Servicer and the Securities Administrator of their
respective duties under this Section 4.18(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 Securities Administrator 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 Securities Administrator, 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
Securities Administrator reasonably deems appropriate to prepare and file all
necessary reports with the Commission. The Securities Administrator shall have
no responsibility to file any items other than those specified in this Section
4.18; provided, however, the Securities Administrator 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 Securities Administrator in connection with this Section 4.18
shall not be reimbursable from the Trust Fund.
The
Securities Administrator shall indemnify and hold harmless, the Company, 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 Securities
Administrator’s obligations under Sections 4.16, 4.17 and 4.18 or the Securities
Administrator’s negligence, bad faith or willful misconduct in connection
therewith. In addition, the Securities Administrator 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 Securities
Administrator on its behalf or on behalf of any subservicer or subcontractor
engaged by the Securities Administrator pursuant to Section 4.16, 4.17 or 4.18
(the “Securities Administrator 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 Securities Administrator
Information and not to any other information communicated in connection with
the
Certificates, without regard to whether the Securities Administrator Information
or any portion thereof is presented together with or separately from such other
information.
The
Depositor shall indemnify and hold harmless the Securities Administrator 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 4.16, 4.17 and 4.18 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 Securities Administrator 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 4.18 (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.
(b) The
Master Servicer shall indemnify and hold harmless the Company, the Securities
Administrator 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 4.16, 4.17 and 4.18 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 4.16, 4.17 or 4.18 (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.
The
Company shall indemnify and hold harmless the Depositor, the Securities
Administrator 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
Company under Sections 4.16, 4.17 and 4.18 or the Company’s negligence, bad
faith or willful misconduct in connection therewith including any failure by
the
Company to identify any subcontractor “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB. In addition, the Company
shall
indemnify and hold harmless the Depositor and the Master Servicer and each
of
their respective officers, directors and affiliates and the Master Servicer
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 Company on its behalf or on behalf of any subservicer
or subcontractor pursuant to Section 4.16, 4.17 or 4.18 (the “Company
Information”), (ii) any breach by the Company of a representation, warranty or
covenant set forth in Section 2.03(a)(vii) and Section 2.03(b)(i-iii) or (iii)
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
Company Information and not to any other information communicated in connection
with the Certificates, without regard to whether the Company 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 Company, the Depositor, the Securities Administrator or the Master
Servicer, as applicable, then the defaulting party, in connection with any
conduct for which it is providing indemnification under this Section 4.18(b),
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 4.18(b) shall survive
the
termination of this Agreement or the termination of any party to this
Agreement.
(c) Failure
of the Company to comply with this Section 4.18 (including with respect to
the
timeframes required herein) shall be deemed a Company Default, and the Master
Servicer shall, in addition to whatever rights the Master Servicer 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 Company under this Agreement and in and to the
Mortgage Loans and the proceeds thereof without compensating the Company for
the
same. Failure of the Master Servicer to comply with this Section 4.18 (including
with respect to the timeframes required herein) shall, constitute an Event
of
Default, and at the written direction of the Depositor the Trustee shall, in
addition to whatever rights the Trustee may have under this Agreement and at
law
or equity or to damages, including injunctive relief and specific performance,
upon notice immediately terminate all of the rights and obligations of the
Master Servicer under this Agreement and in and to the Mortgage Loans and the
proceeds thereof without compensating the Master Servicer for the same (but
subject to the Master Servicer 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 Securities
Administrator to comply with this Section 4.18 (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, 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 Securities
Administrator under this Agreement and in and to the Mortgage Loans and the
proceeds thereof without compensating the Securities Administrator for the
same
(but subject to the Securities Administrator’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 Securities Administrator pursuant
to
this Section 4.18(d), the Trustee shall be entitled to reimbursement of all
costs and expenses associated with such termination to the extent set forth
in
Section 10.05. Notwithstanding anything to the contrary in this Agreement,
no
Event of Default by the Master Servicer or default by the Securities
Administrator shall have occurred with respect to any failure to properly
prepare, execute and/or timely file any report on Form 8-K, Form 10-D or Form
10-K, any Form 15 or Form 12b-25 or any amendments to Form 8-K, 10-D or 10-K,
where such failure results from any party’s failure to deliver, on a timely
basis, any information from such party needed to prepare, arrange for execution
or file any such report, Form or amendment, and does not result from its own
negligence, bad faith or willful misconduct.
In
the
case of any failure of performance described above, the Company shall promptly
reimburse the Depositor, the Master Servicer and the Securities Administrator
for all costs reasonably incurred by each such party in order to obtain the
information, report, certification, accountants’ letter or other material not
delivered pursuant to this Section 4.18 as required by the Company, any
subservicer or any subcontractor.
(d) Notwithstanding
the provisions of Section 12.01, this Section 4.18 may be amended without the
consent of the Certificateholders.
(e) Any
report, notice or notification to be delivered by the Company, the Master
Servicer or the Securities Administrator to the Depositor pursuant to this
Section 4.18, 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
4.19 Intention
of the Parties and Interpretation.
Each
of
the parties acknowledges and agrees that the purpose of Sections 4.16, 4.17
and
4.18 of this Agreement is to facilitate compliance by the Sponsor, the Depositor
and the Master Servicer with the provisions of Regulation AB. Therefore, each
of
the parties agrees that (a) the obligations of the parties hereunder shall
be
interpreted in such a manner as to accomplish that purpose, (b) the parties’
obligations hereunder will be supplemented and modified as necessary to be
consistent with any such amendments, interpretive advice or guidance, convention
or consensus among active participants in the asset-backed securities markets,
advice of counsel, or otherwise in respect of the requirements of Regulation
AB,
(c) the parties shall comply with reasonable requests made by the Sponsor,
the
Depositor, the Master Servicer or the Securities Administrator for delivery
of
additional or different information as the Sponsor, the Depositor, the Master
Servicer or the Securities Administrator may determine in good faith is
necessary to comply with the provisions of Regulation AB, and (d) no amendment
of this Agreement shall be required to effect any such changes in the
obligations of the parties to this transaction as are necessary to accommodate
evolving interpretations of the provisions of Regulation AB.
Section
4.20 UCC.
The
Sponsor shall file any financing statements, continuation statements or
amendments thereto required by any change in the Uniform Commercial
Code.
Section
4.21 Optional
Purchase of Certain Mortgage Loans.
With
respect to any Mortgage Loans 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 to purchase any Mortgage Loan from the Trust which becomes 90 days
or
more delinquent or becomes an REO Property at a price equal to the Repurchase
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.
In
addition, EMC shall, at its option, purchase any Mortgage Loan from the Trust
if
the first Due Date for such Mortgage Loan is subsequent to the Cut-off Date
and
the initial Monthly Payment is not made within thirty (30) days of such Due
Date. Such purchase shall be made at a price equal to the Repurchase Price.
If
at any
time EMC remits to the Securities Administrator a payment for deposit in the
Distribution
Account
covering the amount of the Repurchase Price for such a Mortgage Loan, 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 Distribution
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 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.
ARTICLE
V
ACCOUNTS
Section
5.01 Collection
of Mortgage Loan Payments; Protected Account.
(a) The
Company shall make reasonable efforts in accordance with customary and usual
standards of practice of prudent mortgage lenders in the respective states
in
which the Mortgaged Properties related to the EMC Mortgage Loans are located
to
collect all payments called for under the terms and provisions of the EMC
Mortgage Loans to the extent such procedures shall be consistent with this
Agreement and the terms and provisions of any related Required Insurance Policy.
Consistent with the foregoing, the Company may in its discretion (i) waive
any
late payment charge and (ii) extend the due dates for payments due on a Mortgage
Note related to an EMC Mortgage Loan for a period not greater than 125 days.
In
the event of any such arrangement, the Company shall make Advances on the
related EMC Mortgage Loan during the scheduled period in accordance with the
amortization schedule of such EMC Mortgage Loan without modification thereof
by
reason of such arrangements, and shall be entitled to reimbursement therefor
in
accordance with Section 6.01. The Company shall not be required to institute
or
join in litigation with respect to collection of any payment (whether under
a
Mortgage, Mortgage Note or otherwise or against any public or governmental
authority with respect to a taking or condemnation) if it reasonably believes
that enforcing the provision of the Mortgage or other instrument pursuant to
which such payment is required is prohibited by applicable law. In addition,
if
(x) an EMC Mortgage Loan is in default or default is imminent or (y) the Company
delivers to the Trustee a certification addressed to the Trustee, based on
the
advice of counsel or certified public accountants, in either case, that have
a
national reputation with respect to taxation of REMICs, that a modification
of
such EMC Mortgage Loan will not result in the imposition of taxes on or
disqualify any of REMIC I, REMIC II or REMIC III, the Company may, (A) amend
the
related Mortgage Note to reduce the Mortgage Rate applicable thereto, provided
that such reduced Mortgage Rate shall in no event be lower than 5.00% with
respect to any EMC Mortgage Loan and (B) amend any Mortgage Note related to
an
EMC Mortgage Loan to extend the maturity thereof.
With
respect to Mortgage Loans affected by Hurricane Xxxxxxx, if the Mortgaged
Property is located in public and individual assistance counties as designated
by FEMA (as set forth on its website xxx.xxxx.xxx),
the
Company may cease charging of late fees and credit reporting activity for
Mortgators in such counties until May 1, 2006 and if reasonably prudent, may
extend such period as long as necessary. In addition, the Company may
suspend foreclosure and bankruptcy activity relating to certain Mortgage Loans
and if reasonably prudent, may extend such period as long as
necessary.
In
accordance with the standards of the first paragraph of Section 3.01, the
Company shall not waive (or permit a sub-servicer to waive) any Prepayment
Charge related to an EMC Mortgage Loan 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 collectability thereof
shall have been limited due to acceleration 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 Company,
maximize recovery of total proceeds taking into account the value of such
Prepayment Charge and the related EMC Mortgage Loan. If a Prepayment Charge
is
waived, but does not meet the standards described above, then the Company is
required to pay the amount of such waived Prepayment Charge, for the benefit
of
the related Class P Certificates, by remitting such amount the Securities
Administrator (or to the Master Servicer, if the Securities Administrator is
no
longer related to the Master Servicer) by the Remittance Date.
(b) The
Company shall establish and maintain a Protected Account (which shall at all
times be an Eligible Account) with a depository institution in the name of
the
Company for the benefit of the Trustee on behalf of the Certificateholders
and
designated “U.S. Bank National Association, in trust for registered Holders of
Bear Xxxxxxx Asset Backed Securities I LLC, Asset-Backed Certificates Series
2006-AC3”. The Company shall deposit or cause to be deposited into the Protected
Account on a daily basis within one Business Day of receipt, except as otherwise
specifically provided herein, the following payments and collections remitted
by
subservicers or received by it in respect of the EMC Mortgage Loans subsequent
to the Cut-off Date (other than in respect of principal and interest due on
the
EMC Mortgage Loans on or before the Cut-off Date) and the following amounts
required to be deposited hereunder:
(i) all
payments on account of principal, including Principal Prepayments, on the EMC
Mortgage Loans;
(ii) all
payments on account of interest on the EMC Mortgage Loans net of the related
Servicing Fee permitted under Section 3.10 and LPMI Fees, if any;
(iii) all
Liquidation Proceeds and Insurance Proceeds with respect to any EMC Mortgage
Loans, other than proceeds to be applied to the restoration or repair of the
Mortgaged Property or released to the Mortgagor in accordance with the Company’s
normal servicing procedures;
(iv) any
amount required to be deposited by the Company pursuant to Section 5.01(c)
in
connection with any losses on Permitted Investments;
(v) any
amounts required to be deposited by the Company pursuant to Section
3.05;
(vi) any
Prepayment Charges collected on the EMC Mortgage Loans; and
(vii) any
other
amounts required to be deposited hereunder.
The
foregoing requirements for remittance by the Company into the Protected 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
or
assumption fees, if collected, need not be remitted by the Company. In the
event
that the Company shall remit any amount not required to be remitted and not
otherwise subject to withdrawal pursuant to Section 5.02, it may at any time
withdraw or direct the institution maintaining the Protected Account, to
withdraw such amount from the Protected Account, any provision herein to the
contrary notwithstanding. Such withdrawal or direction may be accomplished
by
delivering written notice thereof to the institution maintaining the Protected
Account, that describes the amounts deposited in error in the Protected Account.
The Company shall maintain adequate records with respect to all withdrawals
made
pursuant to this Section. All funds deposited in the Protected Account shall
be
held in trust for the Certificateholders until withdrawn in accordance with
Section 5.02.
(c) The
institution that maintains the Protected Account shall invest the funds in
the
Protected Account, in the manner directed by the Company, in Permitted
Investments which shall mature not later than the Remittance Date and shall
not
be sold or disposed of prior to its maturity. All such Permitted Investments
shall be made in the name of the Trustee, for the benefit of the
Certificateholders. All income and gain net of any losses realized from any
such
investment shall be for the benefit of the Company as servicing compensation
and
shall be remitted to it monthly as provided herein. The amount of any losses
incurred in the Protected Account in respect of any such investments shall
be
deposited by the Company into the Protected Account, out of the Company’s own
funds.
(d) The
Company shall give at least 30 days advance notice to the Trustee, the Sponsor,
the Master Servicer, each Rating Agency and the Depositor of any proposed change
of location of the Protected Account prior to any change thereof.
(e) In
the
event that the Master Servicer and Securities Administrator are no longer
affiliated, the Master Servicer shall establish and maintain an account separate
from the Distribution Account into which any funds remitted by the Company
and
Servicers will be deposited. No later than noon New York time on the Business
Day prior to each Distribution Date, the Master Servicer shall remit any such
funds to the Paying Agent for deposit in the Distribution Account. The Master
Servicer shall make the following permitted withdrawals and transfers from
such
account:
(i) The
Master Servicer will, from time to time on demand of the Company, a Servicer
or
the Securities Administrator, 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 11.01 and remove amounts from time to time deposited in
error.
(ii) On
an
ongoing basis, the Master Servicer shall withdraw from the account (i) any
expenses, costs and liabilities recoverable by the Trustee, the Master Servicer
or the Securities Administrator or the Custodian pursuant to Sections 4.03,
8.04
and 10.05 and (ii) any amounts payable to the Master Servicer as set forth
in
Section 4.14; provided, however, that the Master Servicer shall be obligated
to
pay from its own funds any amounts which it is required to pay under Section
8.03(a).
(iii) In
addition, on or before each 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.
(iv) No
later
than noon New York time on each Business Day prior to each Distribution Date,
the Master Servicer will transfer all Available Funds on deposit in the account
with respect to the related Distribution Date to the Paying Agent for deposit
in
the Distribution Account.
Section
5.02 Permitted
Withdrawals From the Protected Account.
(a) The
Company may from time to time make withdrawals from the Protected Account for
the following purposes:
(i) to
pay
itself (to the extent not previously paid to or withheld by the Company), as
servicing compensation in accordance with Section 3.10, that portion of any
payment of interest that equals the Servicing Fee for the period with respect
to
which such interest payment was made, and, as additional servicing compensation,
those other amounts set forth in Section 3.10;
(ii) to
reimburse the Company for Advances made by it with respect to the Mortgage
Loans, provided, however, that the Company’s right of reimbursement pursuant to
this subclause (ii) shall be limited to amounts received on particular EMC
Mortgage Loan(s) (including, for this purpose, Liquidation Proceeds and
Insurance Proceeds) that represent late recoveries of payments of principal
and/or interest on such particular EMC Mortgage Loan(s) in respect of which
any
such Advance was made;
(iii) to
reimburse the Company for any previously made portion of a Servicing Advance
or
an Advance made by the Company that, in the good faith judgment of the Company,
will not be ultimately recoverable by it from the related Mortgagor, any related
Liquidation Proceeds, Insurance Proceeds or otherwise (a “Nonrecoverable
Advance”), to the extent not reimbursed pursuant to clause (ii) or clause
(v);
(iv) to
reimburse the Company from Insurance Proceeds for Insured Expenses covered
by
the related Insurance Policy;
(v) to
pay
the Company any unpaid Servicing Fees and to reimburse it for any unreimbursed
Servicing Advances, provided, however, that the Company’s right to reimbursement
for Servicing Advances pursuant to this subclause (v) with respect to any EMC
Mortgage Loan shall be limited to amounts received on particular EMC Mortgage
Loan(s) (including, for this purpose, Liquidation Proceeds, Insurance Proceeds
and purchase and repurchase proceeds) that represent late recoveries of the
payments for which such Servicing Advances were made;
(vi) to
pay to
the Sponsor, the Depositor or itself, as applicable, with respect to each EMC
Mortgage Loan or property acquired in respect thereof that has been purchased
pursuant to Section 2.02, 2.03 or 4.21 of this Agreement, all amounts received
thereon and not taken into account in determining the related Stated Principal
Balance of such repurchased EMC Mortgage Loan;
(vii) to
pay
any expenses recoverable by the Company pursuant to Section 8.04 of this
Agreement;
(viii) to
withdraw pursuant to Section 5.01 any amount deposited in the Protected Account
and not required to be deposited therein; and
(ix) to
clear
and terminate the Protected Account upon termination of this Agreement pursuant
to Section 11.01 hereof.
In
addition, no later than 1:00 p.m. Eastern time on the Remittance Date, the
Company shall withdraw from the Protected Account and remit to the Securities
Administrator the amount required to be withdrawn therefrom pursuant to Section
5.05 hereof. With respect to any remittance received by the Securities
Administrator from EMC after the date on which such remittance was due, EMC
shall pay to the Securities Administrator interest on any such late remittance
at an annual rate equal to the prime rate announced to be in effect from time
to
time as published as the average rate in The Wall Street Journal (Northeast
Edition), plus two percentage points, but in no event greater than the maximum
amount permitted by applicable law. Such interest shall be deposited in EMC’s
Protected Account by EMC on the date such late payment is made and shall cover
the period commencing with the day following the date on which such remittance
was due and ending with the Business Day on which such remittance is made,
both
inclusive. Such interest shall be remitted along with the distribution payable
on the next succeeding Remittance Date. The payment by EMC of any such interest
shall not be deemed an extension of time for payment or a waiver of any Event
of
Default with respect to EMC.
The
Company shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Protected Account pursuant to subclauses (i), (ii), (iv), (v) and (vi) above.
Prior to making any withdrawal from the Protected Account pursuant to subclause
(iii), the Company shall deliver to the Trustee an Officer’s Certificate of a
Servicing Officer indicating the amount of any previous Advance or Servicing
Advance determined by the Company to be a Nonrecoverable Advance and identifying
the related EMC Mortgage Loan(s), and their respective portions of such
Nonrecoverable Advance.
Section
5.03 Reports
to Master Servicer.
On
or
before the tenth calendar day of each month, the Company shall furnish to the
Master Servicer electronically in a format acceptable to the Master Servicer
loan accounting reports in the investor’s assigned loan number order to document
the payment activity on each EMC Mortgage Loan on an individual mortgage loan
basis and containing the data required by the forms attached hereto as Exhibit
U, Exhibit V and Exhibit W or in a format mutually agreed upon between the
Company and the Master Servicer.
Section
5.04 Collection
of Taxes; Assessments and Similar Items; Escrow Accounts.
With
respect to each EMC Mortgage Loan, to the extent required by the related
Mortgage Note, the Company shall establish and maintain one or more accounts
(each, an “Escrow Account”) and deposit and retain therein all collections from
the Mortgagors (or advances by the Company) for the payment of taxes,
assessments, hazard insurance premiums or comparable items for the account
of
the Mortgagors. Nothing herein shall require the Company to compel a Mortgagor
to establish an Escrow Account in violation of applicable law.
Withdrawals
of amounts so collected from the Escrow Accounts may be made only to effect
timely payment of taxes, assessments, hazard insurance premiums, condominium
or
PUD association dues, or comparable items, to reimburse the Company out of
related collections for any payments made with respect to each EMC Mortgage
Loan
pursuant to Section 3.01 (with respect to taxes and assessments and insurance
premiums) and Section 3.05 (with respect to hazard insurance), to refund to
any
Mortgagors for any EMC Mortgage Loans any sums as may be determined to be
overages, to pay interest, if required by law or the terms of the related
Mortgage or Mortgage Note, to such Mortgagors on balances in the Escrow Account
or to clear and terminate the Escrow Account at the termination of this
Agreement in accordance with Section 11.01 thereof. The Escrow Account shall
not
be a part of the Trust Fund.
Section
5.05 Servicer
Protected Accounts.
(a)
The
Master Servicer shall enforce the obligation of the Company and the Servicers
to
establish and maintain a Protected Account in accordance with this Agreement
and
the Servicing Agreements, with records to be kept with respect thereto on a
Mortgage Loan by Mortgage Loan basis, into which accounts shall be deposited
within one Business Day (or as of such other time specified in the Servicing
Agreements) of receipt all collections of principal and interest on any Mortgage
Loan and with respect to any REO Property received by the Company or the related
Servicer, including Principal Prepayments, Insurance Proceeds, Liquidation
Proceeds, and advances made from the Company’s or such Servicer’s own funds
(less servicing compensation as permitted by this Agreement or the related
Servicing Agreement) and all other amounts to be deposited in the Protected
Accounts. Each of the Company and the Servicers are hereby authorized to make
withdrawals from and deposits to the related Protected Account for purposes
required or permitted by this Agreement. To the extent provided in this
Agreement or any Servicing Agreement, the Protected Account shall be held in
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 this Agreement or any 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 to mature, or to 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 5.05
shall be paid to the Company or the related Servicer under this Agreement or
the
related 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 Company or the related Servicer, as the case
may
be. The Company or the related Servicer (to the extent provided in this
Agreement or the related 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 this Agreement or the related Servicing Agreement and subject
to this Article V, on or before each Remittance Date, the Company or the related
Servicer shall withdraw or shall cause to be withdrawn from its Protected
Account and shall immediately deposit or cause to be deposited in the
Distribution Account amounts representing the following collections and payments
(other than with respect to principal of or interest on the Mortgage Loans
due
on or before the Cut-off Date):
(i) Scheduled
Payments on the Mortgage Loans received or any related portion thereof advanced
by the Company or the related Servicer pursuant to the related Servicing
Agreement which were due on or before the related Due Date, net of the amount
thereof comprising the Servicing Fees;
(ii) Full
Principal Prepayments and any Liquidation Proceeds received by the Company
or
the related Servicer with respect to such Mortgage Loans in the related
Prepayment Period, with interest to the date of prepayment or liquidation,
net
of the amount thereof comprising the Servicing Fees and LPMI Fees, if
any;
(iii) Partial
Principal Prepayments received by the Company or the related Servicer for such
Mortgage Loans in the related Prepayment Period;
(iv) Any
amount to be used as an Advance or any Compensating Interest required to paid
to
the Company or related Servicer; and
(v) The
amount of any Prepayment Charges collected with respect to the Mortgage Loans
and the amount of any Prepayment Charges paid by the Company or the related
Servicer in connection with the waiver of a Prepayment Charge in a manner that
is not permitted under this Agreement or the related Servicing
Agreement.
(d) Withdrawals
may be made from a Protected Account by the Company as described in Section
5.02
hereof and by the Master Servicer or the related Servicer only to make
remittances as provided in Section 5.05(c), 5.08 and 5.09; to reimburse the
Master Servicer or the Servicer for Advances which have been recovered by
subsequent collection 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 11.01. As provided in Section 5.05(c)
certain amounts otherwise due to the related Servicer may be retained by the
related Servicer and need not be deposited in the Distribution
Account.
Section
5.06 Reserved.
Section
5.07 Reserved.
Section
5.08 Distribution
Account.
(a) The
Securities Administrator shall establish and maintain in the name of the
Trustee, for the benefit of the Certificateholders, the Distribution Account
as
a segregated trust account or accounts. The Distribution Account shall be an
Eligible Account. The Master Servicer or Servicer, as the case may be, will
remit to the Securities Administrator for deposit in the Distribution Account
the following amounts:
(i) with
respect to each Loan Group, any Advance and any Compensating Interest
Payments;
(ii) with
respect to each Loan Group, any Insurance Proceeds, Liquidation Proceeds or
Subsequent Recoveries received by or on behalf of the Master Servicer or which
were not deposited in a Protected Account;
(iii) with
respect to each Loan Group, the Repurchase Price with respect to any Mortgage
Loans purchased by the Sponsor or Section 2.02 or 2.03, any amounts which are
to
be treated pursuant to Section 5.09 of this Agreement as the payment of such
a
Repurchase Price, the Repurchase Price with respect to any Mortgage Loans
purchased by EMC pursuant to Section 4.20, and all proceeds of any Mortgage
Loans or property acquired with respect thereto repurchased by the Sponsor
or
its designee pursuant to Section 11.01;
(iv) with
respect to each Loan Group, any amounts required to be deposited with respect
to
losses on investments of deposits in an Account; and
(v) with
respect to each Loan Group, any other amounts received by or on behalf of the
Master Servicer or the Trustee and required to be deposited in the Distribution
Account pursuant to this Agreement.
(b) All
amounts deposited to the Distribution Account shall be held by the Securities
Administrator 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 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 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 Securities Administrator, 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 an Eligible Account of the Trust Fund
segregated on the books of the Securities Administrator and held by the
Securities Administrator 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 Securities Administrator
(whether made directly, or indirectly through a liquidator or receiver of the
Securities Administrator). The amount at any time credited to the Distribution
Account may be, as directed by the Master Servicer, held either uninvested
in a
trust or deposit account of the Securities Administrator with no liability
for
interest or other compensation thereof, except as otherwise agreed in writing
with the Master Servicer, or invested in the name of the Trustee, in such
Permitted Investments as may be selected by the Master Servicer on such
direction which mature not later than the Business Day next preceding the
succeeding Distribution Date, except if such Permitted Investment is an
obligation of or is managed by the institution that maintains such fund or
account, then such Permitted Investment shall mature not later than such
Distribution Date. Permitted Investments in respect of the Distribution Account
shall not be sold or disposed of prior to their maturity. 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 Master
Servicer. The Master Servicer shall be permitted to receive distribution of
any
and all investment earnings from the Distribution Account on each Distribution
Date. If there is any loss on a Permitted Investment or demand deposit, the
Master Servicer shall deposit the amount of the loss in the Distribution
Account. With respect to the Distribution Account and the funds deposited
therein, the Securities Administrator 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 Securities Administrator) as provided by 12 U.S.C. § 92a(e), and applicable
regulations pursuant thereto, if applicable, or any applicable comparable state
statute applicable to state chartered banking corporations.
Section
5.09 Permitted
Withdrawals and Transfers from the Distribution Account.
(a) The
Securities Administrator will, from time to time on demand of the Master
Servicer, make or cause to be made such withdrawals or transfers from the
Distribution Account as the Master Servicer has designated for such transfer
or
withdrawal pursuant to this Agreement or any Servicing Agreement (limited in
the
case of amounts due the Master Servicer to those not withdrawn from the
Distribution Account in accordance with the terms of this Agreement; provided
that the Securities Administrator shall not be responsible for such
determination and may rely on the Master Servicer’s instructions under this
Section 5.09):
(i) to
reimburse the Master Servicer, the Company or the related Servicer for any
Advance or Servicing Advance of its own funds, the right of the Master Servicer,
the Company or the related Servicer to reimbursement pursuant to this subclause
(i) being limited to amounts received on a particular Mortgage Loan (including,
for this purpose, the Repurchase 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, the Company or the related Servicer from
Insurance Proceeds or Liquidation Proceeds relating to a particular Mortgage
Loan for amounts expended by the Master Servicer, the Company 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, the Company 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, the Company 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, the Company 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 Repurchase 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, the Company 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) and (iv);
(vi) to
pay
the Master Servicer as set forth in Section 4.14;
(vii) to
reimburse the Master Servicer for expenses, costs and liabilities incurred
by
and reimbursable to it pursuant to Sections 4.03, 8.04(c) and (d) and 12.02
or
otherwise reimbursable to it pursuant to this Agreement;
(viii) to
pay to
the Master Servicer, as additional servicing compensation, any Excess
Liquidation Proceeds to the extent not retained by the Company or the related
Servicer;
(ix) to
reimburse or pay the Company or 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 Company or the related Servicer, to the extent
provided herein and in the related Servicing Agreement;
(x) to
reimburse the Trustee, the Custodian or the Securities Administrator for
expenses, costs and liabilities incurred by or reimbursable to it pursuant
to
this Agreement;
(xi) to
remove
amounts deposited in error; and
(xii) to
clear
and terminate the Distribution Account pursuant to Section 11.01.
(b) The
Master Servicer shall keep and maintain separate accounting, on a Mortgage
Loan
by Mortgage Loan basis, for the purpose of accounting for any reimbursement
from
the Distribution Account pursuant to subclauses (i) through (iv), 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 Distribution Account under Section 5.08.
(c) On
each
Distribution Date, the Securities Administrator shall distribute the Available
Funds to the extent of funds on deposit in the Distribution Account to the
Holders of the Certificates in accordance with the Remittance Report upon which
the Securities Administrator may conclusively rely.
Section
5.10 Reserved.
Section
5.11 Reserved.
ARTICLE
VI
DISTRIBUTIONS
AND ADVANCES
Section
6.01 Advances.
(a) The
Company shall make an Advance with respect to any EMC Mortgage Loan and remit
such Advance to the Securities Administrator for deposit in the Distribution
Account no later than 1:00 p.m. Eastern time on the Remittance Date in
immediately available funds. The Master Servicer shall cause the related
Servicer to remit any such Advance required pursuant to the terms of the related
Servicing Agreement. The Company or the related Servicer, as applicable, shall
be obligated to make any such Advance only to the extent that such advance
would
not be a Nonrecoverable Advance. If the Company or 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 Company or the related Servicer, as the case may be, shall deliver
(i) to the Securities Administrator 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 (other than Xxxxx Fargo) fails to make a required Advance, the Master
Servicer, as successor servicer, shall be required to remit the amount of such
Advance to the Distribution Account. Subject to the Securities Administrator’s
recoverability determination, in the event that the Master Servicer fails to
make a required Advance, the Securities Administrator shall be required to
remit
the amount of such Advance to the Distribution Account. If Xxxxx Fargo, as
a
Servicer, the Master Servicer or the Securities Administrator was required
to
make an Advance but failed to do so, the Trustee upon receiving notice or
becoming aware of the such failure, and pursuant to the applicable terms of
this
Agreement, shall appoint a successor 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 shall have
determined that such Advance is a Nonrecoverable Advance. If the Trustee cannot
find a successor servicer to replace Xxxxx Fargo as Servicer the Trustee shall
become the successor servicer and shall be required to remit the amount of
such
Advance to the Distribution Account, unless the Trustee shall have determined
that such Advance is a Nonrecoverable Advance.
In
lieu
of making all or a portion of such Advance from its own funds, the Company
may
(i) cause to be made an appropriate entry in its records relating to the
Protected Account that any Amounts Held for Future Distribution has been used
by
the Company in discharge of its obligation to make any such Advance and (ii)
transfer such funds from the Protected Account to the Distribution Account.
Any
funds so applied and transferred shall be replaced by the Company by deposit
in
the Distribution 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.
The
Company shall be entitled to be reimbursed from the Protected Account for all
Advances of its own funds made pursuant to this Section as provided in Section
5.02. The obligation to make Advances with respect to any EMC Mortgage Loan
shall continue until such EMC Mortgage Loan is paid in full or the related
Mortgaged Property or related REO Property has been liquidated or until the
purchase or repurchase thereof (or substitution therefor) from the Trust Fund
pursuant to any applicable provision of this Agreement, except as otherwise
provided in this Section 6.01.
(b) If
the
Company or the related Servicer was required to make an Advance pursuant to
this
Agreement or the related Servicing Agreement and fails to make any required
Advance, in whole or in part, the Master Servicer, as successor servicer, or
an
other successor servicer appointed by it, will remit to the Securities
Administrator, who in turn will deposit in the Distribution Account not later
than the Distribution Account Deposit Date immediately preceeding the related
Distribution Date an amount equal to such required Advance to the extent not
otherwise paid by the related Servicer, net of the Servicing Fee for such
Mortgage Loan except to the extent the Master Servicer determines any such
Advance to be nonrecoverable from Liquidation Proceeds, Insurance Proceeds
or
future payments on the Mortgage Loan for which such Advance was made. Subject
to
the foregoing, the Master Servicer shall continue to make such Advances through
the date that the Company or the related Servicer is required to do so under
this Agreement or the related Servicing Agreement, as applicable. If applicable,
on the Distribution Account Deposit Date, the Master Servicer shall present
an
Officer’s Certificate to the Trustee (i) stating that the Master Servicer elects
not to make an Advance in a stated amount and (ii) detailing the reason it
deems
the advance to be nonrecoverable.
Subject
to and in accordance with the provisions of Article IX hereof, in the event
the
Master Servicer fails to make such Advance, then the Trustee, as Successor
Master Servicer, shall be obligated to make such Advance, subject to the
provisions of this Section 6.01, in accordance with and subject to the terms
of
this Agreement (including its rights of reimbursement hereunder).
Section
6.02 Compensating
Interest Payments.
(a) In
the
event that there is a Prepayment Interest Shortfall arising from a voluntary
Principal Prepayment in part or in full by the Mortgagor with respect to any
EMC
Mortgage Loan, the Company shall, to the extent of the Servicing Fee for such
Distribution Date, deposit into the Distribution Account, as a reduction of
the
Servicing Fee for such Distribution Date, no later than the close of business
on
the Remittance Date immediately preceding such Distribution Date, an amount
equal to the Prepayment Interest Shortfall; and in case of such deposit, the
Company shall not be entitled to any recovery or reimbursement from the
Depositor, the Trustee, the Sponsor, the Master Servicer, the Securities
Administrator, the Trust Fund or the Certificateholders.
(b) 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.
(c) The
Master Servicer shall be required to remit the amount of any such Prepayment
Interest Shortfalls required to be paid by the related Servicer pursuant to
Section 6.02(a), to the extent of the Master Servicing Compensation for such
Distribution Date, in the event the Company or the related Servicer fails to
do
so.
Section
6.03 REMIC
Distributions.
On
each
Distribution Date the Securities Administrator, as agent for the Trustee, shall
be deemed to make distributions to the REMIC Regular Interests and each Regular
Interest the ownership of which is represented by the Class A Certificates
in
accordance with Section 6.07 hereof.
Section
6.04 Distributions.
(a) On
each
Distribution Date, the Available Funds for such Distribution Date shall be
withdrawn by the Securities Administrator to the extent of funds on deposit
in
the Distribution Account and distributed as directed in accordance with the
Remittance Report for such Distribution Date, in the following order of
priority:
first,
(a)
Interest Funds in respect of the Group I Loans, to the holders of the Class
I-A
Certificates, concurrently on a pro rata basis, the Monthly Interest
Distributable Amount for such classes for such distribution date and (b)
Interest Funds in respect of the Group II Loans, to the holders of the Class
II-A Certificates, concurrently on a pro rata basis, the Monthly Interest
Distributable Amount for such classes for such distribution date;
(i) to
the
holders of the Class M-1 Certificates, the Monthly Interest Distributable Amount
for such class for such distribution date;
(ii) to
the
holders of the Class M-2 Certificates, the Monthly Interest Distributable Amount
for such class for such distribution date;
(iii) to
the
holders of the Class M-3 Certificates, the Monthly Interest Distributable Amount
for such class for such distribution date;
(iv) to
the
holders of the Class B-1 Certificates, the Monthly Interest Distributable Amount
for such class for such distribution date;
(v) to
the
holders of the Class B-2 Certificates, the Monthly Interest Distributable Amount
for such class for such distribution date;
(vi) to
the
holders of the Class B-3 Certificates, the Monthly Interest Distributable Amount
for such class for such distribution date; and
(vii) to
the
holders of the Class B-4 Certificates, the Monthly Interest Distributable Amount
for such class for such distribution date.
On
each
distribution date, any shortfalls resulting from the application of the Relief
Act and any Prepayment Interest Shortfalls to the extent not covered by
Compensating Interest will reduce the amount of the interest payable to the
Offered Certificates and Class B-4 Certificates on such distribution date as
described in the definition of Monthly Interest Distributable Amount. The
holders of the Offered Certificates and Class B-4 Certificates will be entitled
to reimbursement for any such interest shortfalls with interest thereon solely
from the Net Monthly Excess Cashflow to the extent of funds available
pursuant
to clause third
below.
On
any
Distribution Date, any Unpaid Interest Shortfalls will be allocated to the
Certificates (other than the Class P Certificates) as set forth in the
definition of “Monthly Interest Distributable Amount” in Section 1.01 and in
Section 1.02.
Any
Excess Spread to the extent necessary to restore or maintain a level of
overcollateralization equal to the Overcollateralization Target Amount will
be
the Overcollateralization Increase Amount and will be included as part of the
Principal Distribution Amount for the Offered Certificates and Class B-4
Certificates and distributed pursuant to the second
and
third clause
below.
second,
the
Principal Distribution Amount for any Distribution Date shall be distributed
concurrently
as follows:
(i) with
respect to the Class I-A (other than the Class I-A-2 Certificates), Class M
and
Class B Certificates, the Group I Principal Distribution Amount for such
distribution date, on a pro rata basis, based on the Certificate Principal
Balance of each such Class, until the Certificate Principal Balances thereof
have been reduced to zero; and
(ii) with
respect to the Class II-A (other than the Class II-A-2 Certificates), Class
M
and Class B Certificates, the Group II Principal Distribution Amount for such
distribution date, on a pro rata basis, based on the Certificate Principal
Balance of each such Class, until the Certificate Principal Balances thereof
have been reduced to zero.
third, On
each
distribution date, Excess Spread will be required to be applied as a Extra
Principal Distribution Amount and distributed as part of the Principal
Distribution Amount with respect to the Offered Certificates and Class B-4
Certificates whenever the Overcollateralized Amount is less than the
Overcollateralization Target Amount; provided that, after the earlier of (1)
the
20% Clean-Up Call Date and (2) the Early Turbo Payment Date, such Excess Spread
will be used first to pay the Overcollateralization Increase Amount, any Net
Interest Shortfalls and any Net WAC Rate Carryover Amounts, in that order,
on
such distribution date, and the remainder will be applied as part of the Extra
Principal Distribution Amount. The amount of any Net Monthly Excess Cashflow
in
loan with respect to each distribution date will be distributed as
follows:
(i) to
the
Holders of the Senior Certificates, on a pro rata basis, based on the
entitlement of each such Class, then to the Holders of the Class M-1
Certificates, then to the holders of the Class M-2 Certificates, then to the
holders of the Class M-3 Certificates, then to the holders of the Class B-1
Certificates, then to the holders of the Class B-2 Certificates, then to the
holders of the Class B-3 Certificates and then to the holders of the Class
B-4
Certificates, any Unpaid Interest Shortfall for such Classes of Certificates
on
such Distribution Date, to the extent not previously reimbursed;
(ii) from
remaining Net Monthly Excess Cashflow, to the holders of the Class M-1
Certificates, in an amount equal to the Applied Realized Loss Amount for such
class;
(iii) from
remaining Net Monthly Excess Cashflow, to the holders of the Class M-2
Certificates, in an amount equal to the Applied Realized Loss Amount for such
class;
(iv) from
remaining Net Monthly Excess Cashflow, to the holders of the Class M-3
Certificates, in an amount equal to the Applied Realized Loss Amount for such
class;
(v) from
remaining Net Monthly Excess Cashflow, to the holders of the Class B-1
Certificates, in an amount equal to the Applied Realized Loss Amount for such
class;
(vi) from
remaining Net Monthly Excess Cashflow, to the holders of the Class B-2
Certificates, in an amount equal to the Applied Realized Loss Amount for such
class;
(vii) from
remaining Net Monthly Excess Cashflow, to the holders of the Class B-3
Certificates, in an amount equal to the Applied Realized Loss Amount for such
class;
(viii) from
remaining Net Monthly Excess Cashflow, to the holders of the Class B-4
Certificates, in an amount equal to the Applied Realized Loss Amount for such
class;
(ix) from
amounts otherwise distributable to the Class C Certificates, to the Net WAC
Reserve Fund, in respect of the Senior Certificates, on a pro rata basis, based
on the entitlement of each such Class, the Net WAC Rate Carryover Amount for
each such Class for such Distribution Date to the extent such amount exceeds
the
amount then on deposit in the Net WAC Reserve Fund;
(x) from
amounts otherwise distributable to the Class C Certificates, to the Net WAC
Reserve Fund, in respect of the Class M-1 Certificates, the Net WAC Rate
Carryover Amount for such Class for such Distribution Date to the extent such
amount exceeds the amount then on deposit in the Net WAC Reserve
Fund;
(xi) from
amounts otherwise distributable to the Class C Certificates, to the Net WAC
Reserve Fund, in respect of the Class M-2 Certificates, the Net WAC Rate
Carryover Amount for such Class for such Distribution Date to the extent such
amount exceeds the amount then on deposit in the Net WAC Reserve
Fund;
(xii) from
amounts otherwise distributable to the Class C Certificates, to the Net WAC
Reserve Fund, in respect of the Class M-3 Certificates, the Net WAC Rate
Carryover Amount for such Class for such Distribution Date to the extent such
amount exceeds the amount then on deposit in the Net WAC Reserve
Fund;
(xiii) from
amounts otherwise distributable to the Class C Certificates, to the Net WAC
Reserve Fund, in respect of the Class B-1 Certificates, the Net WAC Rate
Carryover Amount for such Class for such Distribution Date to the extent such
amount exceeds the amount then on deposit in the Net WAC Reserve
Fund;
(xiv) from
amounts otherwise distributable to the Class C Certificates, to the Net WAC
Reserve Fund, in respect of the Class B-2 Certificates, the Net WAC Rate
Carryover Amount for such Class for such Distribution Date to the extent such
amount exceeds the amount then on deposit in the Net WAC Reserve
Fund;
(xv) from
amounts otherwise distributable to the Class C Certificates, to the Net WAC
Reserve Fund, in respect of the Class B-3 Certificates, the Net WAC Rate
Carryover Amount for such Class for such Distribution Date to the extent such
amount exceeds the amount then on deposit in the Net WAC Reserve
Fund;
(xvi) from
amounts otherwise distributable to the Class C Certificates, to the Net WAC
Reserve Fund, in respect of the Class B-4 Certificates, the Net WAC Rate
Carryover Amount for such Class for such Distribution Date to the extent such
amount exceeds the amount then on deposit in the Net WAC Reserve
Fund;
(xvii) from
amounts otherwise distributable to the Class C Certificates, to the Net WAC
Reserve Fund, to maintain a balance equal to the Net WAC Reserve Fund
Deposit;
(xviii) to
the
Holders of the Class C Certificates, the Class C Distribution Amount less
amounts distributed pursuant to items (ix) through (xvii) of this clause
third;
and
(xix) to
the
Holders of the Class R Certificates, any amounts of Net Monthly Excess Cashflow
remaining after distributions pursuant to items (i) through (xviii) of this
clause third,
based
on the related REMIC in which such amounts remain.
(b) In
addition, notwithstanding the foregoing, on any distribution date after the
distribution date on which the Certificate Principal Balance of a class of
certificates has been reduced to zero, that class of certificates will be
retired and will no longer be entitled to distributions, including distributions
in respect of Net Interest Shortfalls or Net WAC Rate Carryover
Amounts.
(c) On
each
Distribution Date, all amounts representing Prepayment Charges in respect of
the
Mortgage Loans received during the related Prepayment Period and deposited
in
the Distribution Account will be withdrawn from the Distribution Account and
distributed by the Securities Administrator in accordance with the Remittance
Report to the Class P Certificates and shall not be available for distribution
to the Holders of any other Class of Certificates. The payment of such
Prepayment Charges shall not reduce the Certificate Principal Balance of the
Class P Certificates.
(d) Subject
to Section 11.02 hereof respecting the final distribution, on each Distribution
Date the Securities Administrator shall make distributions to each
Certificateholder of record on the preceding Record Date either by wire transfer
in immediately available funds to the account of such Holder at a bank or other
entity having appropriate facilities therefor, if (i) such Holder has so
notified the Securities Administrator at least 5 Business Days prior to the
related Record Date and (ii) such Holder shall hold Regular Certificates with
aggregate principal denominations of not less than $1,000,000 or evidencing
a
Percentage Interest aggregating 10% or more with respect to such Class or,
if
not, by check mailed by first class mail to such Certificateholder at the
address of such Holder appearing in the Certificate Register. Notwithstanding
the foregoing, but subject to Section 11.02 hereof respecting the final
distribution, distributions with respect to Certificates registered in the
name
of a Depository shall be made to such Depository in immediately available
funds.
(e) Prior
to
each Distribution Date, or if the Master Servicer and the Securities
Administrator are no linger affiliated, on or before 5:00 p.m. Eastern time
on
the fifth Business Day immediately preceding each Distribution Date, the Master
Servicer shall deliver a report to the Securities Administrator in the form
of a
computer readable magnetic tape (or by such other means as the Master Servicer
and the Securities Administrator may agree from time to time) containing such
data and information, as agreed to by the Master Servicer and the Securities
Administrator such as to permit the Securities Administrator to prepare the
Monthly Statement to Certificateholders and to direct the Securities
Administrator in writing to make the required distributions for the related
Distribution Date (the “Remittance Report”).
Section
6.05 Allocation
of Realized 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.
(b) The
interest portion of Realized Losses shall be allocated to the Certificates
(other than the Class P Certificates) as described in Section 1.02
hereof.
(c) The
principal portion of all Realized Losses on the Mortgage Loans shall be
allocated on each Distribution Date as follows: first, to Net Monthly Excess
Cashflow as part of the payment of the Extra Principal Distribution Amount,
second, in reduction of the Overcollateralization Amount, until reduced to
zero;
third, to the Class B-4 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero; fourth, to the Class B-3 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero; fifth,
to
the Class B-2 Certificates, until the Certificate Principal Balance thereof
has
been reduced to zero; sixth, to the Class B-1 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; seventh, to
the
Class M-3 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero; eighth, to the Class M-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and ninth, to the Class
M-1
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero. All such Realized Losses to be allocated to the Certificate Principal
Balances of all Classes on any Distribution Date shall be so allocated after
the
actual distributions to be made on such date as provided above. All references
above to the Certificate Principal Balance of any Class of Certificates shall
be
to the Certificate Principal Balance of such Class immediately prior to the
relevant Distribution Date, before reduction thereof by any Realized Losses,
in
each case to be allocated to such Class of Certificates, on such Distribution
Date.
Any
allocation of the principal portion of Realized Losses to a Subordinate
Certificate on any Distribution Date shall be made by reducing the Certificate
Principal Balance thereof by the amount so allocated; any allocation of Realized
Losses to the Net Monthly Excess Cashflow shall be made by reducing the amount
otherwise payable in respect of the Class C Certificates pursuant to Section
6.04(a) clause third;
and any
allocation of Realized Losses to the Overcollateralized Amount shall be made
by
reducing the Certificate Principal Balance of the Class C Certificates. No
allocations of any Realized Losses shall be made to the Certificate Principal
Balances of the Senior Certificates or the Class P Certificates.
All
such
Realized Losses and all other losses allocated to a Class of Certificates
hereunder will be allocated among the Certificates of such Class in proportion
to the Percentage Interests evidenced thereby.
Notwithstanding
the foregoing, no such allocation of any Realized Loss shall be made on a
Distribution Date to any Class of Subordinate Certificates to the extent that
such allocation would result in the reduction of the aggregate Certificate
Principal Balance of all the Certificates (other than the Class P 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 Stated 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”). In
addition in no event will the Certificate Principal Balance of any Subordinate
Certificate be reduced more than once in respect of any particular amount both
(i) allocable to such Certificate in respect of Realized Losses and (ii) payable
as principal to the Holder of such Certificate from Remaining Excess
Spread.
In
addition, in the event that the Master Servicer receives any Subsequent
Recoveries from the Company or the related Servicer, the Master Servicer shall
deposit such funds into the Distribution Account pursuant to Section 5.08.
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 Certificate Principal Balance 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
6.05 and not previously reimbursed to such Class of Subordinate Certificates
with Net Monthly Excess Cashflow pursuant to clause third
of
Section 6.04(a); provided, however, to the extent that no reductions to a
Certificate Principal Balance of any Class of Subordinate Certificates currently
exists as the result of a prior allocation of a Realized Loss, such Subsequent
Recoveries will be applied as Excess Spread. The amount of any remaining
Subsequent Recoveries will be applied to sequentially increase the Certificate
Principal Balance 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 Subordinate
Certificates pursuant to this Section 6.05 and not previously reimbursed to
such
Class of Subordinate Certificates with Net Monthly Excess Cashflow pursuant
to
clause third
of
Section 6.04(a). 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 Certificate Principal Balance
of each Subordinate Certificate of such Class in accordance with its respective
Percentage Interest.
(d) (i)
The
REMIC
I Marker Allocation Percentage of the aggregate amount of any interest portion
of Realized Losses on the Mortgage Loans shall be allocated on each Distribution
Date first, to Uncertificated Accrued Interest payable to REMIC I Regular
Interest AA and REMIC I Regular Interest ZZ up to an aggregate amount equal
to
the REMIC I Interest Loss Allocation Amount (without duplication of any such
amount attributable to allocations of Unpaid Interest Shortfalls on such
Distribution Date pursuant to Section 1.02), 98% and 2%, respectively, and
thereafter, to Uncertificated Accrued Interest payable to the REMIC I Regular
Interests (other than REMIC I Regular Interests P, 1-Sub, 1-Grp, 2-Sub, 2-Grp
and XX), pro rata, based on the Uncertificated Accrued Interest for each such
REMIC I Regular Interest prior to such allocation. The REMIC I Marker Allocation
Percentage of the aggregate amount of any principal portion of Realized Losses
on the Mortgage Loans shall be allocated on each Distribution Date to the
following REMIC I Regular Interests in the specified percentages, as follows:
first, to Uncertificated Accrued Interest payable to REMIC I Regular Interest
AA
and REMIC I Regular Interest ZZ up to an aggregate amount equal to the REMIC
I
Interest Loss Allocation Amount (without duplication of any such amount
attributable to allocations of Unpaid Interest Shortfalls or the interest
portion of Realized Losses on such Distribution Date pursuant to Section 1.02
or
the preceding sentence), 98% and 2%, respectively; second, to the Uncertificated
Principal Balances of the REMIC I Regular Interest AA and REMIC I Regular
Interest ZZ up to an aggregate amount equal to the REMIC I Principal Loss
Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated
Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest
B-4
and REMIC I Regular Interest ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC I Regular Interest B-4 has been
reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC
I
Regular Interest AA, REMIC I Regular Interest B-3 and REMIC I Regular Interest
ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
of
REMIC I Regular Interest B-3 has been reduced to zero; fifth, to the
Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC I
Regular Interest B-2 and REMIC I Regular Interest ZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC I Regular
Interest B-2 has been reduced to zero; sixth, to the Uncertificated Principal
Balances of REMIC I Regular Interest AA, REMIC I Regular Interest B-1 and REMIC
I Regular Interest ZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Principal Balance of REMIC I Regular Interest B-1 has been reduced to zero;
seventh, to the Uncertificated Principal Balances of REMIC I Regular Interest
AA, REMIC I Regular Interest M-3 and REMIC I Regular Interest ZZ, 98%, 1% and
1%, respectively, until the Uncertificated Principal Balance of REMIC I Regular
Interest M-3 has been reduced to zero; eighth, to the Uncertificated Principal
Balances of REMIC I Regular Interest AA, REMIC I Regular Interest M-2 and REMIC
I Regular Interest ZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Principal Balance of REMIC I Regular Interest M-2 has been reduced to zero;
and
ninth, to the Uncertificated Principal Balances of REMIC I Regular Interest
AA,
REMIC I Regular Interest M-1 and REMIC I Regular Interest ZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC I Regular
Interest M-1 has been reduced to zero.
(ii) The
REMIC
I Sub WAC Allocation Percentage of the aggregate amount of any interest portion
of Realized Losses on the Mortgage Loans shall be allocated on each Distribution
Date to Uncertificated Accrued Interest payable to the REMIC I Regular Interests
1-Sub, 1-Grp, 2-Sub, 2-Grp and XX, pro rata, based on the Uncertificated Accrued
Interest for each such REMIC I Regular Interest prior to such allocation. The
REMIC I Marker Allocation Percentage of the aggregate amount of any principal
portion of Realized Losses on the Mortgage Loans shall be allocated 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 Stated 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 Stated Principal
Balance of the Mortgage Loans in the related Loan Group over (y) the current
aggregate Certificate Principal Balance of the Class A Certificates related
to
such Loan Group (except that if any such excess is a larger number than in
the
preceding distribution period, the least amount of 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 shall
be
allocated to REMIC I Regular Interest XX.
(e) All
Realized Losses on the Mortgage Loans shall be allocated on each Distribution
Date to the REMIC II Regular Interests in the same manner and priority as
Realized Losses are allocated to the Corresponding Certificates pursuant to
Sections 1.02, 6.05(b) and 6.05(c);
provided, however, that solely for purposes of allocating such Realized Losses
to the REMIC II Regular Interests, any such losses allocable to the Class I-A-2
Certificates and Class II-A-2 Certificates shall be deemed to be allocated
to
the Class I-A-1 Certificates and Class II-A-1 Certificates,
respectively.
Section
6.06 Monthly
Statements to Certificateholders.
(a) Not
later
than each Distribution Date, the Securities Administrator shall prepare and
make
available to each Holder of Certificates, the Trustee, the Master Servicer
and
the Depositor a statement setting forth for the Certificates:
(i) with
respect to each loan group, the amount of the related distribution to holders
of
the offered certificates (by class), other than the Class I-A-2 Certificates
and
Class II-A-2 Certificates, allocable to principal, separately identifying (A)
the aggregate amount of any principal prepayments included therein, (B) the
aggregate of all scheduled payments of principal included therein and (C) any
Extra Principal Distribution Amount included therein;
(ii) with
respect to each loan group, the total cash flows received and the general
sources thereof;
(iii) with
respect to each loan group, the amount of such distribution to Holders of each
Class allocable to interest and with respect to the Class I-A-1 Certificates
and
the Class II-A-1 Certificates, the amount allocable to interest and the portion
thereof, if any, provided by the related interest rate corridor
contract;
(iv) the
applicable accrual periods for calculating distributions and general
distribution dates;
(v) with
respect to each loan group, the Net WAC Rate Carryover Amount and any accrued
but unpaid interest for each Class of Certificates and the amount on deposit
in
the Net WAC Reserve Fund;
(vi) with
respect to each loan group, the Certificate Principal Balance or Certificate
Notional Amount of each Class after giving effect (i) to all distributions
allocable to principal on such Distribution Date and (ii) the allocation of
any
Applied Realized Loss Amounts for such Distribution Date;
(vii) with
respect to each loan group, the aggregate of the Stated Principal Balances
of
all of the Mortgage Loans for the following Distribution Date;
(viii) the
Pass-Through Rate for each Class of Certificates with respect to the current
Interest Accrual Period, and, if applicable, whether such Pass-Through Rate
was
limited by the related Interest Rate Cap;
(ix) with
respect to each loan group, the cumulative amount of Applied Realized Loss
Amounts to date;
(x) with
respect to each loan group, whether a stepdown date or a trigger event is in
effect;
(xi) with
respect to each loan group and any Mortgage Loan that was liquidated during
the
preceding calendar month, the loan number and Stated Principal Balance of,
and
Realized Loss on, such Mortgage Loan as of the end of the related Prepayment
Period;
(xii) with
respect to each loan group, the total number and principal balance of any real
estate owned or REO Properties as of the end of the related Prepayment
Period;
(xiii) with
respect to each loan group and if applicable, material modifications, extensions
or waivers to pool asset terms, fees, penalties or payments during the
distribution period or that have become material over time;
(xiv) with
respect to each loan group, the amount of the Prepayment Charges remitted by
each Servicer and the amount on deposit in the related reserve
fund;
(xv) with
respect to each loan group, the Realized Losses during the related Prepayment
Period and the cumulative Realized Losses through the end of the preceding
month; and
(xvi) the
special hazard amount, fraud loss amount and bankruptcy amount, if applicable,
as of the close of business on the applicable distribution date.
The
Securities Administrator may make the foregoing Monthly Statement (and, at
its
option, any additional files containing the same information in an alternative
format) available each month to Certificateholders via the Securities
Administrator’s internet website. The Securities Administrator’s internet
website shall initially be located at “xxx.xxxxxxx.xxx”. Assistance in using the
website can be obtained by calling the Securities Administrator’s customer
service desk at (000) 000-0000. Parties that are unable to use the above
distribution options are entitled to have a paper copy mailed to them via first
class mail by calling the customer service desk and indicating such. The
Securities Administrator may change the way Monthly Statements are distributed
in order to make such distributions more convenient or more accessible to the
above parties.
(b) The
Securities Administrator’s responsibility for making the above information
available to the Certificateholders is limited to the availability, timeliness
and accuracy of the information derived from the Master Servicer, the Company
and the Servicers. The Securities Administrator will make available a copy
of
each statement provided pursuant to this Section 6.05 to each Rating
Agency.
(c) Within
a
reasonable period of time after the end of each calendar year, the Securities
Administrator shall furnish upon request to each Person who at any time during
the calendar year was a Certificateholder, the information set forth in clauses
(a)(i) and (a)(ii) of this Section 6.06 aggregated for such calendar year or
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Securities Administrator shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Trustee or the Securities Administrator pursuant to any
requirements of the Code as from time to time in effect.
(d) Upon
filing with the Internal Revenue Service, the Securities Administrator shall
furnish to the Holders of the Residual Certificates the applicable Form 1066
and
each applicable Form 1066Q and shall respond promptly to written requests made
not more frequently than quarterly by any Holder of a Residual Certificate
with
respect to the following matters:
(i) The
original projected principal and interest cash flows on the Closing Date on
each
class of Regular Interests and Residual Interests created hereunder and on
the
Mortgage Loans, based on the Prepayment Assumption;
(ii) The
projected remaining principal and interest cash flows as of the end of any
calendar quarter with respect to each class of Regular Interests and Residual
Interests created hereunder and the Mortgage Loans, based on the Prepayment
Assumption;
(iii) The
applicable Prepayment Assumption and any interest rate assumptions used in
determining the projected principal and interest cash flows described
above;
(iv) The
original issue discount (or, in the case of the Mortgage Loans, market discount)
or premium accrued or amortized through the end of such calendar quarter with
respect to each class of Regular Interests created hereunder and to the Mortgage
Loans, together with each constant yield to maturity used in computing the
same;
(v) The
treatment of losses realized with respect to the Mortgage Loans or the Regular
Interests created hereunder, including the timing and amount of any cancellation
of indebtedness income of a REMIC with respect to such Regular Interests or
bad
debt deductions claimed with respect to the Mortgage Loans;
(vi) The
amount and timing of any non-interest expenses of a REMIC; and
(vii) Any
taxes
(including penalties and interest) imposed on the REMIC, including, without
limitation, taxes on “prohibited transactions,” “contributions” or “net income
from foreclosure property” or state or local income or franchise
taxes.
The
information pursuant to clauses (i), (ii), (iii) and (iv) above shall be
provided by the Depositor pursuant to Section 10.12.
Section
6.07 REMIC
Designations and REMIC I Distributions.
(a) The
Trustee shall elect that each of REMIC I, REMIC II and REMIC III shall be
treated as a REMIC under Section 860D of the Code. Any inconsistencies or
ambiguities in this Agreement or in the administration of this Agreement shall
be resolved in a manner that preserves the validity of such REMIC elections.
The
assets of REMIC I shall include the Mortgage Loans and all interest owing in
respect of and principal due thereon, the Distribution Account, the Protected
Accounts maintained by the Company and the Servicers, any REO Property, any
proceeds of the foregoing and any other assets subject to this Agreement (other
than the Net WAC Reserve Fund, the Class I-A-1/I-A-2 Net WAC Reserve Account,
the Class II-A-1/II-A-2 Net WAC Reserve Account and any Prepayment Charge Waiver
Amounts). The
REMIC
I Regular Interests shall constitute the assets of REMIC II.
The
REMIC II Regular Interests shall constitute the assets of REMIC
III.
(b) On
each
Distribution Date, the Available Funds, in the following order of priority
and
in accordance with the Remittance Report, shall be deemed distributed by REMIC
I
to REMIC II on account of the REMIC I Regular Interests (other than REMIC I
Regular Interest P) or withdrawn from the Distribution Account and distributed
to the Holders of the Class R-1 Certificates, as the case may be:
(i) to
the
extent of the REMIC I Marker Allocation Percentage of the Interest Funds, to
the
holders of REMIC I Regular Interests (other than REMIC I Regular Interests
1-Sub, 1-Grp, 2-Sub, 2-Grp, XX and P), pro rata, in an amount equal to (A)
the
Uncertificated Accrued Interest for each such REMIC I Regular Interest for
such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest
in respect of REMIC I Regular Interest ZZ shall be reduced and deferred when
the
REMIC I Overcollateralization Amount is less than the REMIC I
Overcollateralization Target Amount by the lesser of (x) the amount of such
difference and (y) the REMIC I Regular Interest ZZ Maximum Interest Deferral
Amount, and such amount will be payable to the holders of each REMIC I Regular
Interest for which a REMIC II Regular Interest is the Corresponding Interest
in
the same proportion as the Extra Principal Distribution Amount is allocated
to
the Corresponding Certificates for the Corresponding Interests, and the
Uncertificated Principal Balance of REMIC I Regular Interest ZZ shall be
increased by such amount;
(ii) to
the
extent of the REMIC I Sub WAC Allocation Percentage of the Interest Funds,
to
the holders of REMIC I Regular Interest 1-Sub, REMIC I Regular Interest 1-Grp,
REMIC I Regular Interest 2-Sub, REMIC I Regular Interest 2-Grp and REMIC I
Regular Interest XX, pro rata, an amount equal to (A) the Uncertificated Accrued
Interest for such Distribution Date, plus (B) any amounts in respect thereof
remaining unpaid from previous Distribution Dates;
(iii) to
the
holders of REMIC I Regular Interests, in an amount equal to the REMIC I Marker
Allocation Percentage of the remainder of the Available Funds for such
Distribution Date after the distributions made pursuant to clauses (i) and
(ii)
above, allocated as follows:
(A) 98.00%
of
such remainder to the holders of REMIC I Regular Interest AA, until the
Uncertificated Principal Balance of such REMIC I Regular Interest is reduced
to
zero;
(B) 2.00%
of
such remainder, first, to the holders of each REMIC I Regular Interest for
which
a REMIC II Regular Interest is the Corresponding Interest, in an aggregate
amount equal to 1.00% of and in the same proportion as principal payments are
allocated to the Corresponding Certificates for the Corresponding Interests,
until the Uncertificated Principal Balances of such REMIC I Regular Interests
are reduced to zero, and second, to the holders of REMIC I Regular Interest
ZZ,
until the Uncertificated Principal Balance of such REMIC I Regular Interest
is
reduced to zero; then
(C) any
remaining amount to the Holders of the Class R-1 Certificates; and
(iv) to
the
holders of REMIC I Regular Interest 1-Sub, REMIC I Regular Interest 1-Grp,
REMIC
I Regular Interest 2-Sub, REMIC I Regular Interest 2-Grp and REMIC I Regular
Interest XX, in an amount equal to the REMIC I Sub WAC Allocation Percentage
of
the remainder of the Available Funds for such Distribution Date after the
distributions made pursuant to clauses (i) and (ii) above, 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 Stated 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 Stated Principal Balance of the Mortgage Loans
in
the related Loan Group over (y) the current aggregate Certificate Principal
Balance of the Class A Certificates related to such Loan Group (except that
if
any such excess is a larger number than in the preceding distribution period,
the least amount of principal shall be distributed to such REMIC I Regular
Interests such that the REMIC I Subordinated Balance Ratio is maintained);
and
third, any remaining amount to REMIC I Regular Interest XX.
(c) On
each
Distribution Date, all amounts representing Prepayment Charges deemed
distributed in respect of Class P Certificates shall be deemed distributed
in
respect of REMIC I Regular Interest P, provided that such amounts shall not
reduce the Uncertificated Principal Balance of REMIC I Regular Interest P.
On
the Distribution Date immediately following the expiration of the latest
Prepayment Charge term as identified on the Mortgage Loan Schedule, $100 shall
be deemed distributed in respect of REMIC I Regular Interest P in reduction
of
the Uncertificated Principal Balance thereof.
(d) On
each
Distribution Date, the Available Funds related to each Loan Group, in the
following order of priority and in accordance with the Remittance Report, shall
be deemed distributed by REMIC II to REMIC III on account of the REMIC II
Regular Interests (other than REMIC II Regular Interest P) or withdrawn from
the
Distribution Account and distributed to the Holders of the Class R-2
Certificates:
(i) (i)to
the
holders of the REMIC II Regular Interests (other than REMIC II Regular Interest
P), in the same manner and priority as paid to the Corresponding
Certificates,
(A)
|
the
Uncertificated Accrued Interest (or, in the case of REMIC II Regular
Interest C, the REMIC II Regular Interest C Distribution Amount)
for such
Distribution Date, plus
|
(B)
|
any
amounts in respect thereof remaining unpaid from previous Distribution
Dates; and
|
(ii) (ii)to
the
holders of the REMIC II Regular Interests (other than REMIC II Regular Interest
P), in an amount equal to the remainder of the Available Funds related to each
Loan Group for such Distribution Date after the distributions made pursuant
to
clause (i) above, allocated in the same manner and priority as paid to the
Corresponding Certificates, and any remaining amount to the Holders of the
Class
R-2 Certificates.
(e) On
each
Distribution Date, all amounts representing Prepayment Charges distributed
in
respect of the Class P Certificates shall be deemed distributed in respect
of
REMIC II Regular Interest P, provided that such amounts shall not reduce the
Uncertificated Principal Balance of REMIC II Regular Interest P. On the
Distribution Date immediately following the expiration of the latest Prepayment
Charge term as identified on the Mortgage Loan Schedule, $100 shall be deemed
distributed in respect of REMIC II Regular Interest P in reduction of the
Uncertificated Principal Balance thereof.
(f) On
each
Distribution Date, for federal income tax purposes, (1) (i) each of the Regular
Interests the ownership of which is represented by the Class I-A-1 Certificates
and Class II-A-1 Certificates shall be deemed to receive (x) accrue interest
at
the related Uncertificated REMIC III Pass-Through Rate on an amount equal to
the
then current Certificate Principal Balances of the Class I-A-1 and Class II-A-1
Certificates, respectively, and (y) any amounts in respect thereof remaining
unpaid from previous Distribution Dates for each such Regular Interest, (ii)
each of the Regular Interests the ownership of which is represented by the
Class
I-A-2 Certificates and Class II-A-2 Certificates shall be deemed to receive
(x)
accrue interest at the related Uncertificated REMIC III Pass-Through Rate on
an
amount equal to the then current Certificate Notional Amounts of the Class
I-A-2
and Class II-A-2 Certificates, respectively, and (y) any amounts in respect
thereof remaining unpaid from previous Distribution Dates for each such Regular
Interest, and (2) amounts distributable in reduction of the Certificate
Principal Balance of the Class I-A-1 Certificates and Class II-A-1 Certificates
shall be deemed distributed to each of the Regular Interests the ownership
of
which is represented by such Certificates in reduction of the related principal
balance thereof. Any amounts received on each Distribution Date by Holders
of
the Class A Certificates at a rate equal to the related Pass-Through Rate which
is in excess of, or less than, the amounts above in the related clauses (x)
for
the Regular Interests the ownership of which is represented by such Certificates
shall be treated in accordance with the provisions relating to Class I-A-1/I-A-2
Net WAC Pass-Through Amounts and Class II-A-1/II-A-2 Net WAC Pass-Through
Amounts in Sections 6.09 and 6.10, as applicable.
Section
6.08 Net
WAC Reserve Fund.
(a) The
Securities Administrator shall establish a Net WAC Reserve Fund on behalf of
the
holders of the Offered Certificates and the Class B-4 Certificates. The Net
WAC
Reserve Fund shall be an Eligible Account. The Net WAC Reserve Fund shall be
entitled “Net WAC Reserve Fund, U.S. Bank National Association as Trustee for
the benefit of Holders of Bear Xxxxxxx Asset Backed Securities I LLC,
Asset-Backed Certificates, Series 2006-AC3, Class I-A-1, Class I-A-2, Class
II-A-1, Class II-A-2, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2,
Class B-3 and Class B-4”. On the Closing Date, the Depositor will deposit, or
cause to be deposited, into the Net WAC Reserve Fund an amount equal to the
Net
WAC Reserve Fund Deposit. On each Distribution Date as to which there is a
Net
WAC Rate Carryover Amount payable to any Class of Certificates, the Securities
Administrator shall, in accordance with the Remittance Report for such
Distribution Date, deposit the amounts pursuant to paragraphs (ix) through
(xvii) of clause third
of
Section 6.04(a) into the Net WAC Reserve Fund, and the Securities Administrator
has been directed by the Class C Certificateholder to distribute any amounts
then on deposit in the Net WAC Reserve Fund to the Holders of the Offered
Certificates and Class B-4 Certificates in respect of the Net WAC Rate Carryover
Amount for each such Class in the priorities set forth in clause third
of
Section 6.04(a).
(b) The
Net
WAC Reserve Fund is an “outside reserve fund” within the meaning of Treasury
Regulation Section 1.860G-2(h) and shall be an asset of the Trust Fund but
not
an asset of any REMIC. The Trustee on behalf of the Trust shall be the nominal
owner of the Net WAC Reserve Fund. The Class C Certificateholders shall be
the
beneficial owners of the Net WAC Reserve Fund, subject to the power of the
Securities Administrator to transfer amounts under Section 6.04(a). Amounts
in
the Net WAC Reserve Fund shall be held either uninvested in a trust or deposit
account of the Securities Administrator with no liability for interest or other
compensation thereof or, at the direction of the Majority Class C
Certificateholder, be invested in Permitted Investments that mature no later
than the Business Day prior to the next succeeding Distribution Date. All net
income and gain from such investments shall be distributed to the Majority
Class
C Certificateholder, not as a distribution in respect of any interest in any
REMIC, on such Distribution Date. All amounts earned on amounts on deposit
in
the Net WAC Reserve Fund shall be taxable to the Majority Class C
Certificateholder. Any losses on such investments shall be deposited in the
Net
WAC Reserve Fund by the Majority Class C Certificateholder out of its own funds
immediately as realized. In the event that the Majority Class C
Certificateholder shall fail to provide investment instructions to the
Securities Administrator, the amounts on deposit in the Net WAC Reserve Fund
shall be held uninvested.
(c) For
federal tax return and information reporting, the right of the Holders of the
Offered Certificates and Class B-4 Certificates to receive payments from the
Net
WAC Reserve Fund in respect of any Net WAC Rate Carryover Amount shall be
assigned a value of zero.
Section
6.09 Class
I-A-1/I-A-2 Net WAC Pass-Through Amount; Class I-A-1/I-A-2 Net WAC Reserve
Account.
(a) The
Securities Administrator shall establish a Class I-A-1/I-A-2 Net WAC Reserve
Account on behalf of the Holders of the Class I-A-1 Certificates and Class
I-A-2
Certificates. The Class I-A-1/I-A-2 Net WAC Reserve Account shall be an Eligible
Account. The Class I-A-1/I-A-2 Net WAC Reserve Account shall be entitled “Class
I-A-1/I-A-2 Net WAC Reserve Account, U.S. Bank National Association, as Trustee
for the benefit of Holders of Bear Xxxxxxx Asset Backed Securities I LLC,
Asset-Backed Certificates, Series 2006-AC3, Class I-A-1 Certificates and Class
I-A-2 Certificates”. On the Closing Date, the Depositor will deposit, or cause
to be deposited, into the Class I-A-1/I-A-2 Net WAC Reserve Account an amount
equal to the Class I-A-1/I-A-2 Net WAC Reserve Account Deposit.
(b) On
each
Distribution Date on which the weighted average of the Net Mortgage Rates on
the
Mortgage Loans is less than the Class I-A-1/I-A-2 Target Rate, the
Uncertificated Accrued Interest in respect of the REMIC III Regular Interest
the
ownership of which is represented by the Class I-A-1 Certificates will include
the Class I-A-1/I-A-2 Net WAC Pass-Through Amount for such Distribution Date.
On
each such Distribution Date, the Securities Administrator shall deposit into
the
Class I-A-1/I-A-2 Net WAC Reserve Account the Class I-A-1/I-A-2 Net WAC
Pass-Through Amount rather than distributing such amount to the Class I-A-1
Certificateholders. Notwithstanding the foregoing, such Class I-A-1/I-A-2Net
WAC
Pass-Through Amount shall for federal, state and local tax purposes be deemed
distributed to the Class I-A-1 Certificateholders in respect of the Regular
Interest the ownership of which is represented by the Class I-A-1 Certificates.
On each such Distribution Date, the Securities Administrator shall hold the
Class I-A-1/I-A-2A Net WAC Pass-Through Amount for the benefit of the Holders
of
the Class I-A-2 Certificates, and shall distribute such amount to the Holders
of
the Class A-2 Certificates. Payments to the Holders of the Class A-2
Certificates of any Class I-A-1/I-A-2 Net WAC Pass-Through Amount will not
be
payments with respect to a Regular Interest in a REMIC within the meaning of
Code Section 860G(a)(1).
(c) By
accepting a Class A-1 Certificate, each Class I-A-1
Certificateholder thereby agrees to direct the Securities
Administrator,
and the
Securities
Administrator
is
hereby directed, to deposit into the Class
I-A-1/I-A-2 Net WAC Reserve Account any
Class
I-A-1/I-A-2
Net
WAC
Pass-Through Amount rather than distributing such amounts to the Class A-1
Certificateholders and further agrees that such direction is given for good
and
valuable consideration, the receipt and sufficiency of which is acknowledged
by
such acceptance. By accepting a Class I-A-1
Certificate, each Class I-A-1
Certificateholder acknowledges that any such Class I-A-1/I-A-2
Net
WAC
Pass-Through Amount shall for federal, state and local tax purposes be deemed
distributed in respect of the
Regular Interest the ownership of which is represented by the Class A-1
Certificates. By
accepting a Class I-A-2
Certificate, each Class I-A-2
Certificateholder acknowledges that for federal, state and local tax purposes
any payments of such Class I-A-1/I-A-2
Net
WAC
Pass-Through Amount shall not be payments with respect to a Regular Interest
in
a REMIC within the meaning of Code Section 860G(a)(1).
(d) The
Class
I-A-1/I-A-2 Net WAC Reserve Account is an “outside reserve fund” within the
meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of
the
Trust Fund but not an asset of any REMIC. The Securities Administrator on behalf
of the Trust shall be the nominal owner of the Class I-A-1/I-A-2 Net WAC Reserve
Account. The Class I-A-1 Certificateholder shall be the beneficial owner of
the
Class
I-A-1/I-A-2 Net WAC Reserve Account,
subject
to the power of the Securities Administrator to transfer amounts under clause
(b) above. Amounts in the Class I-A-1/I-A-2 Net WAC Reserve Account shall be
held uninvested.
(e)
The
Securities Administrator, on behalf of the Trustee, shall demand payment of
all
money payable by the Corridor Contract Counterparty under the Class I-A-1
Interest Rate Corridor Contract. The Securities Administrator shall deposit
in
the Net WAC Reserve Fund all payments received by the Corridor Contract
Counterparty pursuant to the Class I-A-1 Interest Rate Corridor Contract. On
each Distribution Date the Securities Administrator shall remit amounts received
from the Corridor Contract Counterparty to the Holders of the Class I-A-1
Certificates and Class C Certificates in the following manner and order of
priority:
first,
to
the
Class I-A-1 Certificates, any Additional Interest Amount for
such
Class of Certificates for such Distribution Date; and
second,
any
remaining amounts received under the Class I-A-1 Interest Rate Corridor
Contract, to the Class C Certificates.
Section
6.10 Class
II-A-1/II-A-2 Net WAC Pass-Through Amount; Class II-A-1/II-A-2 Net WAC Reserve
Account.
(a) The
Securities Administrator shall establish a Class II-A-1/II-A-2 Net WAC Reserve
Account on behalf of the Holders of the Class II-A-1 Certificates and Class
II-A-2 Certificates. The Group I Carryover Shortfall Reserve Fund shall be
an
Eligible Account. The Class II-A-1/II-A-2 Net WAC Reserve Account shall be
entitled “Class II-A-1/II-A-2 Net WAC Reserve Account, U.S. Bank National
Association, as Trustee for the benefit of Holders of Bear Xxxxxxx Asset Backed
Securities I LLC, Asset-Backed Certificates, Series 2006-AC1, Class II-A-1
Certificates and Class II-A-2 Certificates”. On the Closing Date, the Depositor
will deposit, or cause to be deposited, into the Class II-A-1/II-A-2 Net WAC
Reserve Account an amount equal to the Class II-A-1/II-A-2 Net WAC Reserve
Account Deposit.
(b) On
each
Distribution Date on which the weighted average of the Net Mortgage Rates on
the
Mortgage Loans is less than the Class II-A-1/Class II-A-2 Target Rate, the
Uncertificated Accrued Interest in respect of the REMIC III Regular Interest
the
ownership of which is represented by the Class II-A-1 Certificates will include
the Class II-A-1/II-A-2 Net WAC Pass-Through Amount for such Distribution Date.
On each such Distribution Date, the Securities Administrator shall deposit
into
the Class II-A-1/II-A-2 Net WAC Reserve Account the Class II-A-1/II-A-2 Net
WAC
Pass-Through Amount rather than distributing such amount to the Class II-A-1
Certificateholders. Notwithstanding the foregoing, such Class II-A-1/II-A-2
Net
WAC Pass-Through Amount shall for federal, state and local tax purposes be
deemed distributed to the Class II-A-1 Certificateholders in respect of the
Regular Interest the ownership of which is represented by the Class II-A-1
Certificates. On each such Distribution Date, the Securities Administrator
shall
hold the Class II-A-1/II-A-2 Net WAC Pass-Through Amount for the benefit of
the
Holders of the Class II-A-2 Certificates, and shall distribute such amount
to
the Holders of the Class II-A-2 Certificates. Payments to the Holders of the
Class II-A-2 Certificates of any Class II-A-1/II-A-2 Net WAC Pass-Through Amount
will not be payments with respect to a Regular Interest in a REMIC within the
meaning of Code Section 860G(a)(1).
(c) By
accepting a Class II-A-1 Certificate, each Class II-A-1 Certificateholder
thereby agrees to direct the Securities
Administrator,
and the
Securities
Administrator
is
hereby directed, to deposit into the Class
II-A-1/II-A-2 Net WAC Reserve Account any
Class
II-A-1/II-A-2 Net
WAC
Pass-Through Amount rather than distributing such amounts to the Class II-A-1
Certificateholders and further agrees that such direction is given for good
and
valuable consideration, the receipt and sufficiency of which is acknowledged
by
such acceptance. By accepting a Class II-A-1 Certificate, each Class II-A-1
Certificateholder acknowledges that any such Class II-A-1/II-A-2 Net
WAC
Pass-Through Amount shall for federal, state and local tax purposes be deemed
distributed in respect of the
Regular Interest the ownership of which is represented by the Class II-A-1
Certificates. By
accepting a Class II-A-2 Certificate, each Class II-A-2 Certificateholder
acknowledges that for federal, state and local tax purposes any payments of
such
Class II-A-1/II-A-2 Net
WAC
Pass-Through Amount shall not be payments with respect to a Regular Interest
in
a REMIC within the meaning of Code Section 860G(a)(1).
(d) The
Class
II-A-1/II-A-2 Net WAC Reserve Account is an “outside reserve fund” within the
meaning of Treasury Regulation Section 1.860G-2(h) and shall be an asset of
the
Trust Fund but not an asset of any REMIC. The Securities Administrator on behalf
of the Trust shall be the nominal owner of the Class II-A-1/II-A-2 Net WAC
Reserve Account. The Class II-A-1 Certificateholder shall be the beneficial
owner of the Class II-A-1/II-A-2 Net WAC Reserve Account, subject to the power
of the Securities Administrator to transfer amounts under clause (b) above.
Amounts in the Class II-A-1/II-A-2 Net WAC Reserve Account shall be held
uninvested.
(e) The
Securities Administrator, on behalf of the Trustee, shall demand payment of
all
money payable by the Corridor Contract Counterparty under the Class II-A-1
Interest Rate Corridor Contract. The Securities Administrator shall deposit
in
the Net WAC Reserve Fund all payments received by the Corridor Contract
Counterparty pursuant to the Class II-A-1 Interest Rate Corridor Contract.
On
each Distribution Date the Securities Administrator shall remit amounts received
from the Corridor Contract Counterparty to the Holders of the Class II-A-1
Certificates and Class C Certificates in the following manner and order of
priority:
first,
to
the
Class II-A-1 Certificates, any Additional Interest Amount for
such
Class of Certificates for such Distribution Date; and
second,
any
remaining amounts received under the Class II-A-1 Interest Rate Corridor
Contract, to the Class C Certificates.
Section
6.11 Class
P Certificate Account.
The
Securities Administrator shall establish and maintain with itself a separate,
segregated trust account titled “Bear Xxxxxxx Asset-Backed Securities I Trust
2006-AC3 Class P Certificate Account”. On the Closing Date, the Depositor will
deposit, or cause to be deposited, in the Class P Certificate Account $100.00.
The amount on deposit in the Class P Certificate Account shall be held
uninvested. On the Distribution Date immediately following the expiration of
the
latest Prepayment Charge term as identified on the Mortgage Loan Schedule,
the
Securities Administrator shall withdraw the amount on deposit in the Class
P
Certificate Account and remit such amount to the Holders of the Class P
Certificates in reduction of the Certificate Principal Balance
thereof.
ARTICLE
VII
THE
CERTIFICATES
Section
7.01 The
Certificates.
The
Certificates shall be substantially in the forms attached hereto as Exhibits
A-1
through A-6. The Certificates shall be issuable in registered form, in the
minimum dollar denominations, integral dollar multiples in excess thereof
(except that one Certificate of each Class may be issued in a different amount
which must be in excess of the applicable minimum dollar denomination) and
aggregate dollar denominations as set forth in the following table:
Class
|
Minimum
Denomination
|
Integral
Multiple in
Excess
of Minimum
|
Original
Certificate Principal
Balance
or Notional Amount
|
Pass-Through
Rate
|
|||||||
I-A-1
|
$
|
100,000
|
$
|
1
|
$
|
231,684,000.00
|
Class
I-A-1 Pass—Through Rate
|
||||
I-A-2
|
$
|
100,000
|
$
|
1
|
$
|
N/A
|
Class
I-A-2 Pass—Through Rate
|
||||
II-A-1
|
$
|
100,000
|
$
|
1
|
$
|
176,710,000.00
|
Class
II-A-1 Pass—Through Rate
|
||||
II-A-2
|
$
|
100,000
|
$
|
1
|
$
|
N/A
|
Class
II-A-2 Pass—Through Rate
|
||||
M-1
|
$
|
100,000
|
$
|
1
|
$
|
31,271,000.00
|
Class
M-1 Pass—Through Rate
|
||||
M-2
|
$
|
100,000
|
$
|
1
|
$
|
21,115,000.00
|
Class
M-2 Pass—Through Rate
|
||||
M-3
|
$
|
100,000
|
$
|
1
|
$
|
18,174,000.00
|
Class
M-3 Pass—Through Rate
|
||||
B-1
|
$
|
100,000
|
$
|
1
|
$
|
15,769,000.00
|
Class
B-1 Pass—Through Rate
|
||||
B-2
|
$
|
100,000
|
$
|
1
|
$
|
13,364,000.00
|
Class
B-2 Pass—Through Rate
|
||||
B-3
|
$
|
100,000
|
$
|
1
|
$
|
10,691,000.00
|
Class
B-3 Pass—Through Rate
|
||||
B-4
|
$
|
100,000
|
$
|
1
|
$
|
10,958,000.00
|
Class
B-4 Pass—Through Rate
|
||||
C
|
$
|
100,000
|
$
|
1
|
$
|
534,547,220.95(1)
|
Defined
in “Pass-Through Rate”
|
||||
P
|
$
|
100
|
N/A
|
$
|
100.00
|
0.00%
|
|||||
R-1
|
100
|
%
|
N/A
|
N/A
|
N/A
|
||||||
R-2
|
100
|
%
|
N/A
|
N/A
|
N/A
|
||||||
R-3
|
100
|
%
|
N/A
|
N/A
|
N/A
|
(1)
This
is a
notional amount.
The
Certificates shall be executed by manual or facsimile signature on behalf of
the
Securities Administrator by an authorized officer. Certificates bearing the
manual or facsimile signatures of individuals who were, at the time when such
signatures were affixed, authorized to sign on behalf of the Securities
Administrator shall bind the Securities Administrator, notwithstanding that
such
individuals or any of them have ceased to be so authorized prior to the
authentication and delivery of such Certificates or did not hold such offices
at
the date of such authentication and delivery. No Certificate shall be entitled
to any benefit under this Agreement, or be valid for any purpose, unless there
appears on such Certificate the countersignature of the Securities Administrator
by manual signature, and such countersignature upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been
duly
countersigned and delivered hereunder. All Certificates shall be dated the
date
of their countersignature. On the Closing Date, the Securities Administrator
shall authenticate the Certificates to be issued at the written direction of
the
Depositor, or any affiliate thereof.
The
Depositor shall provide, or cause to be provided, to the Securities
Administrator on a continuous basis, an adequate inventory of Certificates
to
facilitate transfers.
Section
7.02 Certificate
Register; Registration of Transfer and Exchange of Certificates.
(a) The
Securities Administrator shall maintain, or cause to be maintained in accordance
with the provisions of Section 7.09 hereof, a Certificate Register for the
Trust
Fund in which, subject to the provisions of Subsections (b) and (c) below and
to
such reasonable regulations as it may prescribe, the Securities Administrator
shall provide for the registration of Certificates and of Transfers and
exchanges of Certificates as herein provided. Upon surrender for registration
of
Transfer of any Certificate, the Securities Administrator shall authenticate
and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of the same Class and of like aggregate Percentage
Interest.
At
the
option of a Certificateholder, Certificates may be exchanged for other
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest upon surrender of the Certificates to be
exchanged at the office or agency of the Securities Administrator. Whenever
any
Certificates are so surrendered for exchange, the Securities Administrator
shall
execute, authenticate, and deliver the Certificates that the Certificateholder
making the exchange is entitled to receive. Every Certificate presented or
surrendered for registration of Transfer or exchange shall be accompanied by
a
written instrument of Transfer in form satisfactory to the Securities
Administrator duly executed by the Holder thereof or his attorney duly
authorized in writing.
No
service charge to the Certificateholders shall be made for any registration
of
Transfer or exchange of Certificates, but 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 may be required.
All
Certificates surrendered for registration of Transfer or exchange shall be
canceled and subsequently destroyed by the Securities Administrator in
accordance with the Securities Administrator’s customary
procedures.
(b) No
Transfer of a Private Certificate shall be made unless such Transfer is made
pursuant to an effective registration statement under the Securities Act and
any
applicable state securities laws or is exempt from the registration requirements
under the Securities Act and such state securities laws. In the event that
a
Transfer is to be made in reliance upon an exemption from the Securities Act
and
such laws, in order to assure compliance with the Securities Act and such laws,
the Certificateholder desiring to effect such Transfer and such
Certificateholder’s prospective transferee shall each certify to the Securities
Administrator in writing the facts surrounding the Transfer in substantially
the
forms set forth in Exhibit D (the “Transferor Certificate”) and (x) deliver a
letter in substantially the form of either Exhibit E (the “Investment Letter”)
or Exhibit F (the “Rule 144A Letter”) or (y) there shall be delivered to the
Securities Administrator an Opinion of Counsel addressed to the Securities
Administrator that such Transfer may be made pursuant to an exemption from
the
Securities Act, which Opinion of Counsel shall not be an expense of the
Depositor, the Sponsor, the Master Servicer, the Securities Administrator or
the
Trustee. The Depositor shall provide to any Holder of a Private Certificate
and
any prospective transferee designated by any such Holder, information regarding
the related Certificates and the Mortgage Loans and such other information
as
shall be necessary to satisfy the condition to eligibility set forth in Rule
144A(d)(4) for Transfer of any such Certificate without registration thereof
under the Securities Act pursuant to the registration exemption provided by
Rule
144A. The Securities Administrator and the Master Servicer shall cooperate
with
the Depositor in providing the Rule 144A information referenced in the preceding
sentence, including providing to the Depositor such information regarding the
Certificates, the Mortgage Loans and other matters regarding the Trust Fund
as
the Depositor shall reasonably request to meet its obligation under the
preceding sentence. Each Holder of a Private Certificate desiring to effect
such
Transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor,
the Sponsor, the Securities Administrator and the Master Servicer against any
liability that may result if the Transfer is not so exempt or is not made in
accordance with such federal and state laws.
No
Transfer of a Private Certificate shall be made unless either (i) the Master
Servicer and the Securities Administrator shall have received a representation
from the transferee of such Certificate acceptable to and in form and substance
satisfactory to the Master Servicer and the Securities Administrator, to the
effect that such transferee is not an employee benefit plan subject to Section
406 of ERISA and/or a plan subject to Section 4975 of the Code, or a Person
acting on behalf of any such plan or using the assets of any such plan, or
(ii)
in the case of any such Private Certificate presented for registration in the
name of an employee benefit plan subject to ERISA, or a plan subject to Section
4975 of the Code (or comparable provisions of any subsequent enactments), or
a
trustee of any such plan or any other person acting on behalf of any such plan,
the Securities
Administrator
shall
have received an Opinion of Counsel for the benefit of the Trustee, the Master
Servicer and the Securities Administrator and on which they may rely,
satisfactory to the Securities
Administrator,
to the
effect that the purchase and holding of such Private Certificate is permissible
under applicable law, will not constitute or result in any prohibited
transactions under ERISA or Section 4975 of the Code and will not subject the
Trustee, the Master Servicer, the Depositor or the Securities Administrator
to
any obligation in addition to those expressly undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Trustee, the Master
Servicer, the Depositor or the Securities Administrator or, in the case of
a
Class B-4 Certificate, the transferee provides a representation, or deemed
representation in the case of the Global Certificate or an Opinion of Counsel
to
the effect that the proposed transfer and holding of such Certificate and the
servicing, management and operation of the Trustee 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 Securities Administrator, the
Master Servicer or the Trustee. Notwithstanding anything else to the contrary
herein, any purported transfer of a Private Certificate to or on behalf of
an
employee benefit plan subject to Section 406 of ERISA and/or a plan subject
to
Section 4975 of the Code without a representation, deemed representation or
the
delivery of the Opinion of Counsel as described above shall be void and of
no
effect. None of the Trustee, the Securities Administrator or the Master Servicer
shall be required to monitor, determine or inquire as to compliance with the
transfer restrictions with respect to any Private Certificate that is a
Book-Entry Certificate, and none of the Trustee, the Securities Administrator
or
the Master Servicer shall have any liability for transfers of any such
Book-Entry Certificates made through the book-entry facilities of any Depository
or between or among participants of the Depository or Certificate Owners made
in
violation of the transfer restrictions set forth herein. None of the Trustee,
the Securities Administrator or the Master Servicer shall be under any liability
to any Person for any registration of transfer of any Private Certificate that
is in fact not permitted by this Section 7.02(b) or for making any payments
due
on such Certificate to the Holder thereof or taking any other action with
respect to such Holder under the provisions of this Agreement. The Trustee
and
the Securities Administrator shall each be entitled, but not obligated, to
recover from any Holder of any Private Certificate that was in fact an employee
benefit plan subject to Section 406 of ERISA or a plan subject to Section 4975
of the Code or a Person acting on behalf of any such plan at the time it became
a Holder or, at such subsequent time as it became such a plan or Person acting
on behalf of such a plan, all payments made on such Private Certificate at
and
after either such time. Any such payments so recovered by the Trustee or the
Securities Administrator shall be paid and delivered by the Trustee or the
Securities Administrator to the last preceding Holder of such Certificate that
is not such a plan or Person acting on behalf of a plan.
Each
beneficial owner of a Subordinate Certificate or any interest therein shall
be
deemed to have represented, by virtue of its acquisition or holding of that
certificate or interest therein, that either (i) it is not a Plan or investing
with “Plan Assets”, (ii) it has acquired and is holding such certificate in
reliance on the Exemption, and that it understands that there are certain
conditions to the availability of the Exemption, including that the certificate
must be rated, at the time of purchase, not lower than “BBB-” (or its
equivalent) by S&P, Fitch Ratings or Xxxxx’x, and the certificate is so
rated or (iii) (1) it is an insurance company, (2) the source of funds used
to
acquire or hold the certificate or interest therein is an “insurance company
general account,” as such term is defined in Prohibited Transaction Class
Exemption (“PTCE”) 95-60, and (3) the conditions in Sections I and III of PTCE
95-60 have been satisfied.
(c) Each
Person who has or who acquires any Ownership Interest in a Residual Certificate
shall be deemed by the acceptance or acquisition of such Ownership Interest
to
have agreed to be bound by the following provisions, and the rights of each
Person acquiring any Ownership Interest in a Residual Certificate are expressly
subject to the following provisions:
(i) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall be a Permitted Transferee and shall promptly notify the Securities
Administrator of any change or impending change in its status as a Permitted
Transferee.
(ii) No
Ownership Interest in a Residual Certificate may be registered on the Closing
Date or thereafter transferred, and the Securities Administrator shall not
register the Transfer of any Residual Certificate unless, in addition to the
certificates required to be delivered to the Securities Administrator under
subparagraph (b) above, the Securities Administrator shall have been furnished
with an affidavit (a “Transfer Affidavit”) of the initial owner or the proposed
transferee in the form attached hereto as Exhibit C.
(iii) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall agree (A) to obtain a Transfer Affidavit from any other Person to whom
such Person attempts to Transfer its Ownership Interest in a Residual
Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such
Person is acting as nominee, trustee or agent in connection with any Transfer
of
a Residual Certificate and (C) not to Transfer its Ownership Interest in a
Residual Certificate or to cause the Transfer of an Ownership Interest in a
Residual Certificate to any other Person if it has actual knowledge that such
Person is not a Permitted Transferee.
(iv) Any
attempted or purported Transfer of any Ownership Interest in a Residual
Certificate in violation of the provisions of this Section 7.02(c) shall be
absolutely null and void and shall vest no rights in the purported Transferee.
If any purported transferee shall become a Holder of a Residual Certificate
in
violation of the provisions of this Section 7.02(c), then the last preceding
Permitted Transferee shall be restored to all rights as Holder thereof
retroactive to the date of registration of Transfer of such Residual
Certificate. The Trustee and Securities Administrator shall be under no
liability to any Person for any registration of Transfer of a Residual
Certificate that is in fact not permitted by Section 7.02(b) and this Section
7.02(c) or for making any payments due on such Certificate to the Holder thereof
or taking any other action with respect to such Holder under the provisions
of
this Agreement so long as the Transfer was registered after receipt of the
related Transfer Affidavit. The Trustee and the Securities Administrator shall
be entitled but not obligated to recover from any Holder of a Residual
Certificate that was in fact not a Permitted Transferee at the time it became
a
Holder or, at such subsequent time as it became other than a Permitted
Transferee, all payments made on such Residual Certificate at and after either
such time. Any such payments so recovered by the Securities Administrator shall
be paid and delivered by the Securities Administrator to the last preceding
Permitted Transferee of such Certificate.
(v) The
Master Servicer shall make available within 60 days of written request from
the
Securities Administrator, all information necessary to compute any tax imposed
under Section 860E(e) of the Code as a result of a Transfer of an Ownership
Interest in a Residual Certificate to any Holder who is not a Permitted
Transferee.
The
restrictions on Transfers of a Residual Certificate set forth in this Section
7.02(c) shall cease to apply (and the applicable portions of the legend on
a
Residual Certificate may be deleted) with respect to Transfers occurring after
delivery to the Securities
Administrator
of an
Opinion of Counsel addressed to the Securities
Administrator,
which
Opinion of Counsel shall not be an expense of the Trustee, the Securities
Administrator, the Sponsor or the Master Servicer to the effect that the
elimination of such restrictions will not cause REMIC I, REMIC II and/or REMIC
III, as applicable, to fail to qualify as a REMIC at any time that the
Certificates are outstanding or result in the imposition of any tax on the
Trust
Fund, a Certificateholder or another Person. Each Person holding or acquiring
any ownership Interest in a Residual Certificate hereby consents to any
amendment of this Agreement that, based on an Opinion of Counsel addressed
to
the
Securities Administrator
and
furnished to the Securities
Administrator,
is
reasonably necessary (a) to ensure that the record ownership of, or any
beneficial interest in, a Residual Certificate is not transferred, directly
or
indirectly, to a Person that is not a Permitted Transferee and (b) to provide
for a means to compel the Transfer of a Residual Certificate that is held by
a
Person that is not a Permitted Transferee to a Holder that is a Permitted
Transferee.
(d) The
preparation and delivery of all certificates and opinions referred to above
in
this Section 7.02 shall not be an expense of the Trust Fund, the Trustee, the
Depositor, the Sponsor, the Securities Administrator or the Master
Servicer.
Section
7.03 Mutilated,
Destroyed, Lost or Stolen Certificates.
If
(a)
any mutilated Certificate is surrendered to the Securities
Administrator,
or the
Securities
Administrator
receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate and of the ownership thereof and (b) there is delivered to the
Securities Administrator and the Securities Administrator such security or
indemnity as may be required by them to save each of them harmless, then, in
the
absence of notice to the Securities Administrator that such Certificate has
been
acquired by a bona fide purchaser, the Securities Administrator shall execute,
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like Class, tenor
and Percentage Interest. In connection with the issuance of any new Certificate
under this Section 7.03, the Securities Administrator 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 Securities Administrator) connected therewith. Any replacement
Certificate issued pursuant to this Section 7.03 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. All Certificates surrendered to the Securities Administrator under the
terms of this Section 7.03 shall be canceled and destroyed by the Securities
Administrator in accordance with its standard procedures without liability
on
its part.
Section
7.04 Persons
Deemed Owners.
The
Securities Administrator, the Trustee and any agent of the Securities
Administrator 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 as provided in this Agreement and for all other purposes
whatsoever, and neither the Securities Administrator, the Trustee nor any agent
of the Securities Administrator or the Trustee shall be affected by any notice
to the contrary.
Section
7.05 Access
to List of Certificateholders’ Names and Addresses.
If
three
or more Certificateholders (a) request such information in writing from the
Securities Administrator, (b) state that such Certificateholders desire to
communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates, and (c) provide a copy of the
communication that such Certificateholders propose to transmit or if the
Depositor or the Master Servicer shall request such information in writing
from
the Securities Administrator, then the Securities Administrator shall, within
ten Business Days after the receipt of such request, provide the Depositor,
the
Master Servicer or such Certificateholders at such recipients’ expense the most
recent list of the Certificateholders of the Trust Fund held by the Securities
Administrator, if any. The Depositor and every Certificateholder, by receiving
and holding a Certificate, agree that the Securities Administrator shall not
be
held accountable by reason of the disclosure of any such information as to
the
list of the Certificateholders hereunder, regardless of the source from which
such information was derived.
Section
7.06 Book-Entry
Certificates.
The
Regular Certificates, upon original issuance, shall be issued in the form of
one
or more typewritten Certificates representing the Book-Entry Certificates,
to be
delivered to the Depository by or on behalf of the Depositor. Such Certificates
shall initially be registered on the Certificate Register in the name of the
Depository or its nominee, and no Certificate Owner of such Certificates will
receive a definitive certificate representing such Certificate Owner’s interest
in such Certificates, except as provided in Section 7.08. Unless and until
definitive, fully registered Certificates (“Definitive Certificates”) have been
issued to the Certificate Owners of such Certificates pursuant to Section
7.08:
(a) the
provisions of this Section shall be in full force and effect;
(b) the
Depositor, the Securities Administrator and the Trustee may deal with the
Depository and the Depository Participants for all purposes (including the
making of distributions) as the authorized representative of the respective
Certificate Owners of such Certificates;
(c) registration
of the Book-Entry Certificates may not be transferred by the Securities
Administrator except to another Depository;
(d) the
rights of the respective Certificate Owners of such Certificates shall be
exercised only through the Depository and the Depository Participants and shall
be limited to those established by law and agreements between the Owners of
such
Certificates and the Depository and/or the Depository Participants. Pursuant
to
the Depository Agreement, unless and until Definitive Certificates are issued
pursuant to Section 7.08, the Depository will make book-entry transfers among
the Depository Participants and receive and transmit distributions of principal
and interest on the related Certificates to such Depository
Participants;
(e) the
Depository may collect its usual and customary fees, charges and expenses from
its Depository Participants;
(f) the
Securities Administrator may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its Depository
Participants; and
(g) to
the
extent that the provisions of this Section conflict with any other provisions
of
this Agreement, the provisions of this Section shall control.
For
purposes of any provision of this Agreement requiring or permitting actions
with
the consent of, or at the direction of, Certificateholders evidencing a
specified percentage of the aggregate unpaid principal amount of any Class
of
Certificates, such direction or consent may be given by Certificate Owners
(acting through the Depository and the Depository Participants) owning
Book-Entry Certificates evidencing the requisite percentage of principal amount
of such Class of Certificates.
Section
7.07 Notices
to Depository.
Whenever
any notice or other communication is required to be given to Certificateholders
of a Class with respect to which Book-Entry Certificates have been issued,
unless and until Definitive Certificates shall have been issued to the related
Certificate Owners, the Securities Administrator shall give all such notices
and
communications to the Depository.
Section
7.08 Definitive
Certificates.
If,
after
Book-Entry Certificates have been issued with respect to any Certificates,
(a)
the Depositor or the Depository advises the Securities Administrator that the
Depository is no longer willing or able to discharge properly its
responsibilities under the Depository Agreement with respect to such
Certificates and the Depositor is unable to locate a qualified successor, (b)
the Depositor, at its sole option, advises the Securities Administrator that
it
elects to terminate the book-entry system with respect to such Certificates
through the Depository or (c) after the occurrence and continuation of an Event
of Default, Certificate Owners of such Book-Entry Certificates having not less
than 51% of the Voting Rights evidenced by any Class of Book-Entry Certificates
advise the Securities Administrator and the Depository in writing through the
Depository Participants that the continuation of a book-entry system with
respect to Certificates of such Class through the Depository (or its successor)
is no longer in the best interests of the Certificate Owners of such Class,
then
the Securities Administrator shall notify all Certificate Owners of such
Certificates, through the Depository, of the occurrence of any such event and
of
the availability of Definitive Certificates to applicable Certificate Owners
requesting the same. The Depositor shall provide the Securities Administrator
with an adequate inventory of certificates to facilitate the issuance and
transfer of Definitive Certificates. Upon surrender to the Securities
Administrator of any such Certificates by the Depository, accompanied by
registration instructions from the Depository for registration, the Securities
Administrator shall countersign and deliver such Definitive Certificates.
Neither the Depositor nor the Securities Administrator shall be liable for
any
delay in delivery of such instructions and each may conclusively rely on, and
shall be protected in relying on, such instructions. Upon the issuance of such
Definitive Certificates, all references herein to obligations imposed upon
or to
be performed by the Depository shall be deemed to be imposed upon and performed
by the Securities Administrator, to the extent applicable with respect to such
Definitive Certificates and the Securities Administrator shall recognize the
Holders of such Definitive Certificates as Certificateholders
hereunder.
Section
7.09 Maintenance
of Office or Agency.
The
Securities Administrator will maintain or cause to be maintained at its expense
an office or offices or agency or agencies at Xxxxx
Fargo Bank, National Association, Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxx 00000
where
Certificates may be surrendered for registration of transfer or exchange. The
Securities Administrator will give prompt written notice to the
Certificateholders of any change in such location of any such office or
agency.
ARTICLE
VIII
THE
COMPANY AND THE MASTER SERVICER
Section
8.01 Liabilities
of the Depositor, the Company and the Master Servicer.
Each of
the Depositor, the Company and 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
8.02 Merger
or
Consolidation of the Depositor, the Company or the Master Servicer.
(a) Each
of
the Depositor, the Company and 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 Depositor, the Company or the Master Servicer may be
merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Depositor, the Company or the Master Servicer shall
be a party, or any Person succeeding to the business of the Depositor, the
Company or the Master Servicer, shall be the successor of the Depositor, the
Company or 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
8.03 Indemnification
of the Trustee, the Master Servicer and the Securities
Administrator.
(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, including the powers of attorney delivered pursuant to Sections
4.01 and 4.05 hereof, the Assignment Agreements, the Custodial Agreement or
the
Certificates (i) related to the Master Servicer’s failure to perform its duties
in compliance with this Agreement (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) or (ii) incurred
by
reason of the Master Servicer’s willful misfeasance, bad faith or gross
negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder, provided, in each case, that
with
respect to any such claim or legal action (or pending or threatened claim or
legal action), the Trustee shall have given the Master Servicer and the Sponsor
written notice thereof promptly after a responsible officer of the Trustee
shall
have with respect to such claim or legal action actual knowledge thereof;
provided, however the failure to give such notice shall not relieve the Master
Servicer of its indemnification obligations hereunder. This indemnity shall
survive the resignation or removal of the Trustee, Master Servicer or the
Securities Administrator and the termination of this Agreement.
(b) The
Company agrees to indemnify the Indemnified Persons and to hold them 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 Indemnified Persons may sustain in any way related to
the
failure of the Company to perform in any way its duties and service the EMC
Mortgage Loans in strict compliance with the terms of this Agreement and for
breach of any representation or warranty of the Company contained herein. The
Company shall immediately notify the Master Servicer and the Trustee if a claim
is made by a third party with respect to this Agreement or the EMC Mortgage
Loans, assume (with the consent of the Master Servicer and the Trustee and
with
counsel reasonably satisfactory to the Master Servicer and the Trustee) 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 any Indemnified Person in respect
of
such claim but failure to so notify the Company shall not limit its obligations
hereunder. The Company agrees that it will not enter into any settlement of
any
such claim without the consent of the Indemnified Persons unless such settlement
includes an unconditional release of such Indemnified Persons from all liability
that is the subject matter of such claim. The provisions of this Section 8.03(b)
shall survive termination of this Agreement.
(c) The
Sponsor will indemnify any Indemnified Person for any loss, liability or expense
of any Indemnified Person not otherwise paid or covered pursuant to Subsections
(a) or (b) above.
Section
8.04 Limitations
on Liability of the Depositor, the Company, the Master Servicer and
Others.
Subject
to the obligation of the Sponsor, the Company and the Master Servicer to
indemnify the Indemnified Persons pursuant to Section 8.03:
(a) Neither
the Depositor, the Company, the Master Servicer nor any of the directors,
officers, employees or agents of the Depositor, the Company and the Master
Servicer shall be under any liability to the Indemnified Persons, 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 Depositor, the
Company, 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
Depositor, the Company, the Master Servicer and any director, officer, employee
or agent of the Depositor, the Company and 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
Depositor, the Company, the Master Servicer the Securities Administrator, the
Trustee, the Custodian and any director, officer, employee or agent of the
Depositor, the Company, the Master Servicer, the Securities Administrator,
the
Trustee or the Custodian 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 Assignment Agreements, the Custodial Agreement, the Certificates
or the Servicing Agreements (except with respect to the Master Servicer only,
to
the extent that the Master Servicer is indemnified by the Company under this
Agreement or by the related Servicer under the related Servicing Agreement),
other than (i) any such loss, liability or expense related to the Company’s or
the Master Servicer’s failure to perform its respective duties in compliance
with this Agreement (except as any such loss, liability or expense shall be
otherwise reimbursable pursuant to this Agreement), or to the Custodian’s
failure to perform its duties under the Custodial Agreement, or (ii) any such
loss, liability or expense incurred by reason of the Company’s, the Master
Servicer’s or the Custodian’s willful misfeasance, bad faith or gross negligence
in the performance of duties hereunder or under the Custodial Agreement, as
applicable, or by reason of reckless disregard of obligations and duties
hereunder or under the Custodial Agreement, as applicable.
(d) Neither
the Depositor, the Company nor the Master Servicer shall 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 5.05. Nothing in this Subsection
8.04(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 4.01(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 the Company
or
the Servicers, except as otherwise expressly provided herein.
Section
8.05 Master
Servicer and Company Not to Resign.
(a)
Except
as provided in Section 8.07, the Master Servicer shall not resign from the
obligations and duties hereby imposed on it except (i) with the prior written
consent of the Trustee (which consent shall not be unreasonably withheld) or
(ii) 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 Counsel to such effect, addressed to and 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 9.02 hereof.
The Trustee shall notify the Rating Agencies of the resignation of the Master
Servicer.
(b) The
Company shall not resign from the obligations and duties hereby imposed on
it
except (i) upon the assignment of its servicing duties with respect to all
or a
portion of the EMC Mortgage Loans to an institution that is a Xxxxxx Xxx and
Xxxxxxx Mac approved seller/servicer in good standing that has a net worth
of
not less than $10,000,000 and with the prior written consent of the Master
Servicer (which consent shall not be unreasonably withheld) or (ii) upon the
determination that its duties hereunder are no longer permissible under
applicable law and such incapacity cannot be cured by the Company. Any
determination permitting the resignation of the Company shall be evidenced
by an
Opinion of Counsel to such effect addressed to and delivered, to the Master
Servicer and the Trustee which Opinion of Counsel shall be in form and substance
acceptable to the Master Servicer and the Trustee. No appointment of a successor
to the Company shall be effective hereunder unless (a) the Rating Agencies
have
confirmed in writing that such appointment will not result in a downgrade,
qualification or withdrawal of the then current ratings assigned to the
Certificates, (b) such successor shall have represented that it is meets the
eligibility criteria set forth in clause (i) above and (c) such successor has
agreed to assume the obligations of the Company hereunder to the extent of
the
EMC Mortgage Loans to be serviced by such successor. The Company shall provide
a
copy of the written confirmation of the Rating Agencies and the agreement
executed by such successor to the Master Servicer and the Trustee. No such
resignation shall become effective until a Qualified Successor or the Master
Servicer shall have assumed the Company’s responsibilities and obligations
hereunder. The Company shall notify the Master Servicer, the Trustee and the
Rating Agencies of the resignation of the Company or the assignment of all
or a
portion of its servicing duties hereunder in accordance with this Section
8.05.
Section
8.06 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
such 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. In no event shall the compensation of any
successor master servicer exceed that permitted the Master Servicer without
the
consent of all of the Certificateholders.
Section
8.07 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 and EMC
may
terminate the Master Servicer without cause and select a new Master Servicer;
provided, however, that: (i) the purchaser or transferee accepting such
assignment and delegation (a) shall be a Person which (or an Affiliate thereof
the primary business of which is the servicing of conventional residential
mortgage loans) shall be qualified to service mortgage loans for Xxxxxx Mae
or
Xxxxxxx Mac; (b) shall have a net worth of not less than $10,000,000 (unless
otherwise approved by each Rating Agency pursuant to clause (ii) below); (c)
shall be reasonably satisfactory to the Trustee (as evidenced in a writing
signed by the Trustee); and (d) shall execute and deliver to the Trustee an
agreement, in form and substance reasonably satisfactory to the Trustee, which
contains an assumption by such Person of the due and punctual performance and
observance of each covenant and condition to be performed or observed by it
as
master servicer under this Agreement, any custodial agreement from and after
the
effective date of such agreement; (ii) each Rating Agency shall be given prior
written notice of the identity of the proposed successor to the Master Servicer
and each Rating Agency’s rating of the Certificates in effect immediately prior
to such assignment, sale and delegation will not be downgraded, qualified or
withdrawn as a result of such assignment, sale and delegation, as evidenced
by a
letter to such effect delivered to the Master Servicer and the Trustee; (iii)
the Master Servicer assigning and selling the master servicing shall deliver
to
the Trustee an Officer’s Certificate and an Opinion of 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; and (iv) in the event the Master Servicer is
terminated without cause by EMC, EMC shall pay, from its own funds and without
any right of reimbursement, the terminated Master Servicer a termination fee
equal to 0.25% of the aggregate Stated Principal Balance of the Mortgage Loans
at the time the master servicing of the Mortgage Loans is transferred to the
successor Master Servicer. No such assignment or delegation shall affect any
liability of the Master Servicer arising prior to the effective date
thereof.
ARTICLE
IX
DEFAULT;
TERMINATION OF MASTER SERVICER;
TERMINATION
OF COMPANY
Section
9.01 Events
of Default.
“Event
of
Default,” wherever used herein, means any one of the following
events:
(i) any
failure by the Master Servicer to remit to the Securities Administrator any
amounts received or collected by the Master Servicer in respect of the Mortgage
Loans and required to be remitted by it (other than any Advance) pursuant to
this Agreement, which failure shall continue unremedied for one Business Day
after the date on which written notice of such failure shall have been given
to
the Master Servicer by the Trustee or the Depositor, or to the Trustee and
the
Master Servicer by the Holders of Certificates evidencing not less than 25%
of
the Voting Rights evidenced by the Certificates; or
(ii) any
failure by the Master Servicer to observe or perform in any material respect
any
other of the covenants or agreements on the part of the Master Servicer
contained in this Agreement or any breach of a representation or warranty by
the
Master Servicer, which failure or breach shall continue unremedied for a period
of 60 days after the date on which written notice of such failure shall have
been given to 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
(iii) a
decree
or order of a court or agency or supervisory authority having jurisdiction
in
the premises for the appointment of a receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have
been entered against the Master Servicer and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 consecutive days;
or
(iv) the
Master Servicer shall consent to the appointment of a receiver or liquidator
in
any insolvency, readjustment of debt, marshalling of assets and liabilities
or
similar proceedings of or relating to the Master Servicer or all or
substantially all of the property of the Master Servicer; or
(v) the
Master Servicer shall admit in writing its inability to pay its debts generally
as they become due, file a petition to take advantage of, or commence a
voluntary case under, any applicable insolvency or reorganization statute,
make
an assignment for the benefit of its creditors, or voluntarily suspend payment
of its obligations; or
(vi) 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 8.05 or 8.07.
If
an
Event of Default shall occur, then, and in each and every such case, so long
as
such Event of Default shall not have been remedied, the Trustee may, and at
the
direction of the Holders of Certificates evidencing not less than 25% of the
Voting Rights evidenced by the Certificates, the Trustee shall, by notice in
writing to the Master Servicer,
with a
copy to the Rating Agencies, and with the consent of the Company, may terminate
all of the rights and obligations (but not the liabilities)
of the
Master Servicer (and the Securities Administrator if the Master Servicer and
the
Securities Administrator are the same entity) under this Agreement and in and
to
the Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder. On or after the receipt by the Master Servicer
of
such written notice, all authority and power of the Master Servicer (and, if
applicable, the Securities Administrator) hereunder, whether with respect to
the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee, or
any
successor appointed pursuant to Section 9.02 (a “Successor Master Servicer” and,
if applicable, “Successor Securities Administrator”). Such Successor Master
Servicer shall thereupon if such Successor Master Servicer is a successor to
the
Master Servicer, make any Advance required by Article VI, subject, in the case
of the Trustee, to Section 9.02. The Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the terminated Master Servicer and, if
applicable, the terminated Securities Administrator, 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 any Mortgage Loans and related documents, or otherwise. Unless
expressly provided in such written notice, no such termination shall affect
any
obligation of the Master Servicer to pay amounts owed pursuant to Article VIII
or Article X. The Master Servicer and, if applicable, the Securities
Administrator agrees to cooperate with the Trustee in effecting the termination
of the Master Servicer’s and, if applicable, the Securities Administrator’s
responsibilities and rights hereunder, including, without limitation, the
transfer to the applicable Successor Master Servicer of all cash amounts which
shall at the time be credited to the Distribution Account maintained pursuant
to
Section 5.08, or thereafter be received with respect to the applicable Mortgage
Loans. The Trustee shall promptly notify the Rating Agencies of the occurrence
of an Event of Default known to the Trustee. The Securities Administrator shall
promptly notify the Trustee in writing of the occurrence of an Event of Default
under clauses (i) or (vii) above.
Notwithstanding
any termination of the activities of the Master Servicer hereunder, the Master
Servicer shall be entitled to receive, out of any late collection of a Scheduled
Payment on a Mortgage Loan that was due prior to the notice terminating the
Master Servicer’s rights and obligations as Master Servicer hereunder and
received after such notice, that portion thereof to which the Master Servicer
would have been entitled pursuant to Sections 5.05 and to receive any other
amounts payable to the Master Servicer hereunder the entitlement to which arose
prior to the termination of its activities hereunder.
Section
9.02 Trustee
to Act; Appointment of Successor.
On
and
after the time the Master Servicer receives a notice of termination pursuant
to
Section 9.01 hereof the Trustee shall automatically become the successor to
the
Master Servicer with respect to the transactions set forth or provided for
herein and after a transition period (not to exceed 90 days), shall have all
the
rights and powers of, and be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Master Servicer by the terms and
provisions hereof; provided,
however, that the Company shall have the right to either (a) immediately assume
the duties of the Master Servicer or (b) select a successor Master
Servicer;
provided, further, however that, pursuant to Article VI hereof, the Trustee
in
its capacity as successor Master Servicer shall be responsible for making any
Advances required to be made by the Master Servicer immediately upon the
termination of the Master Servicer and any such Advance shall be made on the
Distribution Date on which such Advance was required to be made by the
predecessor Master Servicer. Effective on the date of such notice of
termination, as compensation therefor, the Trustee shall be entitled to all
compensation, reimbursement of expenses and indemnifications that the Master
Servicer would have been entitled to if it had continued to act hereunder,
provided, however, that the Trustee shall not be (i) liable for any acts or
omissions of the Master Servicer, (ii) obligated to make Advances if it is
prohibited from doing so under applicable law, (iii) responsible for expenses
of
the Master Servicer pursuant to Section 2.03 or (iv) obligated to deposit losses
on any Permitted Investment directed by the Master Servicer. Notwithstanding
the
foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if
it
is prohibited by applicable law from making Advances pursuant to Article VI
or
if it is otherwise unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established mortgage loan servicing institution
the
appointment of which does not adversely affect the then current rating of the
Certificates by each Rating Agency 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. Any Successor Master Servicer
shall (i) be an institution that is a Xxxxxx Xxx and Xxxxxxx Mac approved
seller/servicer in good standing, that has a net worth of at least $15,000,000
and (ii) be willing to act as successor servicer of any Mortgage Loans under
this Agreement or the related Servicing Agreement with respect to which the
Company or the original Servicer has been terminated as servicer, and shall
have
executed and delivered to the Depositor and the Trustee an agreement accepting
such delegation and assignment, that contains an assumption by such Person
of
the rights, powers, duties, responsibilities, obligations and liabilities of
the
Master Servicer (other than any liabilities of the Master Servicer hereof
incurred prior to termination of the Master Servicer under Section 9.01 or
as
otherwise set forth herein), with like effect as if originally named as a party
to this Agreement, provided that each Rating Agency shall have acknowledged
in
writing that its rating of the Certificates in effect immediately prior to
such
assignment and delegation will not be qualified or reduced as a result of such
assignment and delegation. If the Trustee assumes the duties and
responsibilities of the Master Servicer in accordance with this Section 9.02,
the Trustee shall not resign as Master Servicer until a Successor Master
Servicer has been appointed and has accepted such appointment. Pending
appointment of a successor to the Master Servicer hereunder, the Trustee, unless
the Trustee is prohibited by law from so acting, shall, subject to Section
4.04
hereof, 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 Mortgage Loans or otherwise
as
it and such successor shall agree; provided that no such compensation unless
agreed to by the Certificateholders shall be in excess of that permitted the
Master Servicer hereunder. The Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate
any
such succession. Neither the Trustee nor any other Successor Master Servicer
shall be deemed to be in default hereunder by reason of any failure to make,
or
any delay in making, any distribution hereunder or any portion thereof or any
failure to perform, or any delay in performing, any duties or responsibilities
hereunder, in either case caused by the failure of the Master Servicer and
the
Securities Administrator to deliver or provide, or any delay in delivering
or
providing, any cash, information, documents or records to it.
The
costs
and expenses of the Trustee in connection with the termination of the Master
Servicer, appointment of a Successor Master Servicer and, if applicable, any
transfer of servicing, including, without limitation, all costs and expenses
associated with the complete transfer of all servicing data and the completion,
correction or manipulation of such servicing data as may be required by the
Trustee to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Trustee or the Successor Master Servicer to service
the
related Mortgage Loans properly and effectively, to the extent not paid by
the
terminated Master Servicer, shall be payable to the Trustee pursuant to Section
10.05. Any successor to the Master Servicer as successor servicer under any
Subservicing Agreement shall give notice to the applicable Mortgagors of such
change of servicer and shall, during the term of its service as successor
servicer maintain in force the policy or policies that the Master Servicer
is
required to maintain pursuant to Section 4.04.
Section
9.03 Notification
to Certificateholders.
(a) Upon
any
termination of or appointment of a successor to the Master Servicer, the Trustee
shall give prompt written notice thereof to Certificateholders and to each
Rating Agency.
(b) Within
60
days after the occurrence of any Event of Default, the Trustee shall transmit
by
mail to all Certificateholders notice of each such Event of Default hereunder
actually known to a Responsible Officer of the Trustee, unless such Event of
Default shall have been cured or waived.
Section
9.04 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 hereunder known to the Trustee. The Holders of
Certificates evidencing not less than 51% of the Voting Rights 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 of any required distribution
on the Certificates. 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
9.05 Company
Default.
In
case
one or more of the following events of default by the Company (each, a “Company
Default”) shall occur and be continuing, that is to say:
(i) any
failure by the Company to remit to the Securities Administrator any payment
required to be made under the terms of this Agreement on any Remittance Date;
or
(ii) failure
on the part of the Company duly to observe or perform in any material respect
any other of the covenants or agreements (other than Section 3.13, Section
3.14
and Section 4.16) on the part of the Company set forth in this Agreement, the
breach of which has a material adverse effect and which continue unremedied
for
a period of sixty 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 Company by
the
Master Servicer; 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 liquidator in any insolvency,
bankruptcy, readjustment of debt, 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 sixty days;
or
(iv) the
Company shall consent to the appointment of a conservator or receiver or
liquidator in any insolvency, bankruptcy, 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
(v) 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
or
reorganization statute, make an assignment for the benefit of its creditors,
or
voluntarily suspend payment of its obligations; or
(vi) the
Company attempts to assign its right to servicing compensation hereunder or
the
Company attempts 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 except
as
otherwise permitted herein; or
(vii) the
Company ceases to be qualified to transact business in any jurisdiction where
it
is currently so qualified, but only to the extent such non-qualification
materially and adversely affects the Company’s ability to perform its
obligations hereunder;
(viii) failure
by the Company to duly perform, within the required time period, its obligations
under Section 4.16, 4.17 or Section 4.18.
then,
and
in each and every such case, so long as a Company Default shall not have been
remedied, the Master Servicer, by notice in writing to the Company may, in
addition to whatever rights the Master Servicer and the Trustee on behalf of
the
Certificateholders may have under Section 8.03 and at law or equity to damages,
including injunctive relief and specific performance, terminate all the rights
and obligations of the Company under this Agreement and in and to the EMC
Mortgage Loans and the proceeds thereof without compensating the Company for
the
same. On or after the receipt by the Company of such written notice, all
authority and power of Company under this Agreement, whether with respect to
the
EMC Mortgage Loans or otherwise, shall pass to and be vested in the Master
Servicer. Upon written request from the Master Servicer, the Company shall
prepare, execute and deliver, any and all documents and other instruments,
place
in the Master Servicer’s possession all Mortgage Files relating to the EMC
Mortgage Loans, and 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 EMC Mortgage Loans
and related documents, or otherwise, at the Company’s sole expense. The Company
agrees to pay any costs and expenses incurred by the Master Servicer in
accordance with Section 4.03(c) and to cooperate with the Master Servicer 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 its Protected Account or Escrow Account or thereafter received
with respect to the EMC Mortgage Loans or any related REO Property.
Section
9.06 Waiver
of Company Defaults.
The
Master Servicer, with the consent of the Trustee, may waive only by written
notice any default by the Company in the performance of its obligations
hereunder and its consequences. Upon any such waiver of a past default, such
default shall cease to exist, and any Company 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 in writing.
ARTICLE
X
CONCERNING
THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
Section
10.01 Duties
of Trustee and Securities Administrator.
(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, and the Securities
Administrator each undertake to perform such duties and only such duties as
are
specifically set forth in this Agreement as duties of the Trustee and the
Securities Administrator, respectively. 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 the same degree of care and skill
in
their exercise, as a prudent person would exercise under the circumstances
in
the conduct of such Person’s 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 or the Securities Administrator pursuant to any
provision of this Agreement, the Trustee or the Securities Administrator,
respectively, shall examine them to determine whether they are, on their face,
in the form required by this Agreement; provided, however, that neither the
Trustee nor the Securities Administrator shall be responsible for the accuracy
or content of any resolution, certificate, statement, opinion, report, document,
order or other instrument furnished by the Master Servicer; provided, further,
that neither the Trustee nor the Securities Administrator shall be responsible
for the accuracy or verification of any calculation provided to it pursuant
to
this Agreement.
(c) On
each
Distribution Date, the Securities Administrator shall make monthly distributions
and the final distribution to the Certificateholders from funds in the
Distribution Account as provided in Sections 6.04 and 11.01 herein based solely
on the applicable Remittance Report.
No
provision of this Agreement shall be construed to relieve the Trustee or the
Securities Administrator 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 with respect to the Trustee
and
at all times with respect to the Securities Administrator, the duties and
obligations of the Trustee and the Securities Administrator shall be determined
solely by the express provisions of this Agreement, neither the Trustee nor
the
Securities Administrator shall be liable except for the performance of their
respective duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into this Agreement
against the Trustee or the Securities Administrator and, in the absence of
bad
faith on the part of the Trustee or the Securities Administrator, respectively,
the Trustee or the Securities Administrator, respectively, 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
or
the Securities Administrator, respectively, and conforming to the requirements
of this Agreement;
(ii) Neither
the Trustee nor the Securities Administrator shall 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 or an officer or officers of the Securities
Administrator, respectively, unless it shall be proved that the Trustee or
the
Securities Administrator, respectively, was negligent in ascertaining the
pertinent facts;
(iii) Neither
the Trustee nor the Securities Administrator shall 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 not less than
25%
of the aggregate Voting Rights of the Certificates, if such action or non-action
relates to the time, method and place of conducting any proceeding for any
remedy available to the Trustee or the Securities Administrator, respectively,
or exercising any trust or other power conferred upon the Trustee or the
Securities Administrator, respectively, 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 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
Securities Administrator shall not in any way be liable by reason of any
insufficiency in any Account held by or in the name of Securities Administrator
unless it is determined by a court of competent jurisdiction in a non-appealable
judgment that the Securities Administrator’s gross negligence or willful
misconduct was the primary cause of such insufficiency (except to the extent
that the Securities Administrator is obligor and has defaulted
thereon);
(vi) Anything
in this Agreement to the contrary notwithstanding, in no event shall the Trustee
or the Securities Administrator 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 or the Securities Administrator, respectively,
has
been advised of the likelihood of such loss or damage and regardless of the
form
of action; and
(vii) None
of
the Securities Administrator, the Master Servicer, the Sponsor, 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.
Neither
the Trustee nor the Securities Administrator shall be required to expend or
risk
its own funds or otherwise incur financial liability in the performance of
any
of its duties hereunder, or in the exercise of any of its rights or powers,
if
there is reasonable ground for believing that the repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured
to
it, and none of the provisions contained in this Agreement shall in any event
require the Trustee or the Securities Administrator to perform, or be
responsible for the manner of performance of, any of the obligations of the
Master Servicer or the Company hereunder or any Servicer under the related
Servicing Agreement.
(d) All
funds
received by the Securities Administrator and required to be deposited in the
Distribution Account pursuant to this Agreement will be promptly so deposited
by
the Securities Administrator.
Section
10.02 Certain
Matters Affecting the Trustee and the Securities Administrator.
(a) Except
as
otherwise provided in Section 10.01:
(i) The
Trustee and the Securities Administrator may rely and shall be protected in
acting or refraining from acting in reliance on any resolution or certificate
of
the Sponsor, the Company, the Master Servicer or the related Servicer, any
certificates 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 and the Securities Administrator 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) Neither
the Trustee nor the Securities Administrator shall 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 or the Securities Administrator, as applicable, 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 with respect to the Trustee
and
at all times with respect to the Securities Administrator, neither the Trustee
nor the Securities Administrator shall 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) Neither
the Trustee nor the Securities Administrator shall 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 not less than 25% of the aggregate Voting
Rights of the Certificates and provided that the payment within a reasonable
time to the Trustee or the Securities Administrator, as applicable, 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 or the Securities Administrator,
as applicable, reasonably assured to the Trustee or the Securities
Administrator, as applicable, by the security afforded to it by the terms of
this Agreement. The Trustee or the Securities Administrator 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 and the Securities Administrator 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
paying agent other than the Securities Administrator to perform any paying
agent
functions under this Agreement without the express written consent of the Master
Servicer, which consent will not be unreasonably withheld. Neither the Trustee
nor the Securities Administrator shall be liable or responsible for the
misconduct or negligence of any of the Trustee’s or the Securities
Administrator’s agents or attorneys or paying agent appointed hereunder by the
Trustee or the Securities Administrator with due care and, when required, with
the consent of the Master Servicer;
(vii) Should
the Trustee or the Securities Administrator deem the nature of any action
required on its part to be unclear, the Trustee or the Securities Administrator,
respectively, may require prior to such action that it be provided by the
Depositor with reasonable further instructions; the right of the Trustee or
the
Securities Administrator to perform any discretionary act enumerated in this
Agreement shall not be construed as a duty, and neither the Trustee nor the
Securities Administrator shall be accountable for other than its negligence
or
willful misconduct in the performance of any such act;
(viii) Neither
the Trustee nor the Securities Administrator shall 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 10.07;
and
(ix) Neither
the Trustee nor the Securities Administrator shall have any duty to conduct
any
affirmative investigation as to the occurrence of any condition requiring the
repurchase of any Mortgage Loan by any Person pursuant to this Agreement, or
the
eligibility of any Mortgage Loan for purposes of this Agreement.
Section
10.03 Trustee
and Securities Administrator Not Liable for Certificates or Mortgage
Loans.
The
recitals contained herein and in the Certificates (other than the signature
and
countersignature of the Securities
Administrator on
the
Certificates) shall be taken as the statements of the Depositor, and neither
the
Trustee nor the Securities Administrator shall have any responsibility for
their
correctness. Neither the Trustee nor the Securities Administrator makes any
representation as to the validity or sufficiency of the Certificates (other
than
the signature and countersignature of the Securities
Administrator on
the
Certificates) or of any Mortgage Loan except as expressly provided in Sections
2.02 and 2.06 hereof; provided, however, that the foregoing shall not relieve
the Trustee, or the Custodian on its behalf, of the obligation to review the
Mortgage Files pursuant to Section 2.02 of this Agreement. Neither the Trustee
or the Securities Administrator shall 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 Section 2.06, neither the Trustee
nor the Securities Administrator shall 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. Neither the Trustee nor the Securities Administrator
shall 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. Neither the Trustee nor the Securities
Administrator shall have any responsibility for filing any financing or
continuation statement in any public office at any time or to otherwise perfect
or maintain the perfection of any security interest or lien granted to it
hereunder or to record this Agreement.
Section
10.04 Trustee
and Securities Administrator May Own Certificates.
Each
of
the Trustee and the Securities Administrator in its individual capacity or
in
any capacity other than as Trustee or Securities Administrator hereunder may
become the owner or pledgee of any Certificates with the same rights it would
have if it were not the Trustee or the Securities Administrator, as applicable,
and may otherwise deal with the parties hereto.
Section
10.05 Trustee’s
and Securities Administrator’s Fees and Expenses.
The
fees
and expenses of the Trustee and the Securities Administrator shall be paid
in
accordance with a side letter agreement with the Master Servicer and at the
expense of the Master Servicer. In addition, the Trustee and the Securities
Administrator will be entitled to recover from the Distribution Account pursuant
to Section 5.09 all reasonable out-of-pocket expenses, disbursements and
advances and the expenses of the Trustee and the Securities Administrator,
respectively, 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) incurred or made by the Trustee or the Securities
Administrator, respectively, 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 or the Trust Fund hereunder. If funds in the Distribution
Account are insufficient therefor, the Trustee and the Securities Administrator
shall recover such expenses, disbursements or advances 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
10.06 Eligibility
Requirements for Trustee and Securities Administrator.
The
Trustee and any successor Trustee and the Securities Administrator and any
successor Securities Administrator 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 a 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 Fitch, Inc. Ratings with respect to their long-term rating
and rated “BBB” or higher by Standard & Poor’s and “Baa2” or higher by
Moody’s with respect to any outstanding long-term unsecured unsubordinated debt,
and, in the case of a successor Trustee or successor Securities Administrator
other than pursuant to Section 10.10, rated in one of the two highest long-term
debt categories of, or otherwise acceptable to, each of the Rating Agencies.
The
Trustee shall not be an Affiliate of the Master Servicer. 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 10.06 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 or the Securities Administrator, as applicable,
shall cease to be eligible in accordance with the provisions of this Section
10.06, the Trustee or the Securities Administrator shall resign immediately
in
the manner and with the effect specified in Section 10.08.
Section
10.07 Insurance.
The
Trustee and the Securities Administrator, at their 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 or the Securities
Administrator as to the Trustee’s or the Securities Administrator’s,
respectively, compliance with this Section 10.07 shall be furnished to any
Certificateholder upon reasonable written request.
Section
10.08 Resignation
and Removal of Trustee and Securities Administrator.
The
Trustee and the Securities Administrator may at any time resign (including,
in
the case of the Securities Administrator, in connection with the resignation
or
termination of the Master Servicer) and be discharged from the Trust hereby
created by giving written notice thereof to the Depositor, the Sponsor, the
Securities Administrator (or the Trustee, if the Securities Administrator
resigns) 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 or successor securities administrator, as applicable, by
written instrument, in triplicate, one copy of which instrument shall be
delivered to each of the resigning trustee or securities administrator, as
applicable, and the successor trustee or securities administrator, as
applicable. If no successor trustee or successor securities administrator shall
have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee or Securities
Administrator may petition any court of competent jurisdiction for the
appointment of a successor trustee or securities administrator.
If
at any
time (i) the Trustee or the Securities Administrator shall cease to be eligible
in accordance with the provisions of Section 10.06 hereof and shall fail to
resign after written request thereto by the Depositor, (ii) the Trustee or
the
Securities Administrator shall become incapable of acting, or shall be adjudged
as bankrupt or insolvent, or a receiver of the Trustee or the Securities
Administrator or of its property shall be appointed, or any public officer
shall
take charge or control of the Trustee or the Securities Administrator or of
its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, or (iii)(A) a tax is imposed with respect to the Trust Fund by
any
state in which the Trustee or the Securities Administrator or the Trust Fund
is
located, (B) the imposition of such tax would be avoided by the appointment
of a
different trustee or securities administrator and (C) the Trustee or the
Securities Administrator, as applicable fails to indemnify the Trust Fund
against such tax, then the Depositor or the Master Servicer may remove the
Trustee or the Securities Administrator, as applicable, and appoint a successor
trustee or successor securities administrator, as applicable, by written
instrument, in multiple copies, a copy of which instrument shall be delivered
to
the Trustee, the Securities Administrator, each Master Servicer and the
successor trustee or successor securities administrator, as
applicable.
The
Holders evidencing at least 51% of the Voting Rights of each Class of
Certificates may at any time remove the Trustee or Securities Administrator
and
appoint a successor trustee or securities administrator by written instrument
or
instruments, in multiple copies, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall
be delivered by the successor trustee or successor securities administrator
to
each of the Master Servicer, the Trustee or Securities Administrator so removed
and the successor trustee or securities administrator so appointed. Notice
of
any removal of the Trustee or Securities Administrator shall be given to each
Rating Agency by the Trustee or successor trustee.
Any
resignation or removal of the Trustee or Securities Administrator and
appointment of a successor trustee or securities administrator pursuant to
any
of the provisions of this Section 10.08 shall become effective upon acceptance
of appointment by the successor trustee or securities administrator as provided
in Section 10.09 hereof.
Section
10.09 Successor
Trustee or Securities Administrator.
Any
successor trustee or securities administrator appointed as provided in Section
10.08 hereof shall execute, acknowledge and deliver to the Depositor and to
its
predecessor trustee or predecessor securities administrator, as applicable,
and
the Master Servicer an instrument accepting such appointment hereunder and
thereupon the resignation or removal of the predecessor trustee or securities
administrator shall become effective and such successor trustee or securities
administrator, without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as trustee or securities
administrator herein.
No
successor trustee or securities administrator shall accept appointment as
provided in this Section 10.09 unless at the time of such acceptance such
successor trustee or securities administrator shall be eligible under the
provisions of Section 10.06 hereof and its appointment shall not adversely
affect the then current rating of the Certificates.
Upon
acceptance of appointment by a successor trustee or securities administrator
as
provided in this Section 10.09, the successor trustee or securities
administrator shall mail notice of the succession of such trustee or securities
administrator hereunder to all Holders of Certificates. If the successor trustee
or securities administrator fails to mail such notice within ten days after
acceptance of appointment, the Depositor shall cause such notice to be mailed
at
the expense of the Trust Fund.
Section
10.10 Merger
or Consolidation of Trustee or Securities Administrator.
Any
corporation, state bank or national banking association into which the Trustee
or the Securities Administrator may be merged or converted or with which it
may
be consolidated or any corporation, state bank or national banking association
resulting from any merger, conversion or consolidation to which the Trustee
or
the Securities Administrator shall be a party, or any corporation, state bank
or
national banking association succeeding to substantially all of the corporate
trust business of the Trustee or of the business of the Securities
Administrator, shall be the successor of the Trustee or the Securities
Administrator hereunder, provided that such corporation shall be eligible under
the provisions of Section 10.06 hereof 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
10.11 Appointment
of Co-Trustee or Separate Trustee.
Notwithstanding
any other provisions of this Agreement, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any part of the Trust Fund
or property securing any Mortgage Note may at the time be located, the Master
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee 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 Fund,
and
to vest in such Person or Persons, in such capacity and for the benefit of
the
Certificateholders, such title to the Trust Fund or any part thereof, whichever
is applicable, and, subject to the other provisions of this Section 10.11,
such
powers, duties, obligations, rights and trusts as the Master Servicer and the
Trustee may consider necessary or desirable. If the Master Servicer shall not
have joined in such appointment within 15 days after the receipt by it of a
request to do so, or in the case an Event of Default shall have occurred and
be
continuing, the Trustee alone shall have the power to make such appointment.
No
co-trustee or separate trustee hereunder shall be required to meet the terms
of
eligibility as a successor trustee under Section 10.06 and no notice to
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 10.09.
Every
separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and
conditions:
(i) All
rights, powers, duties and obligations conferred or imposed upon the Trustee,
except for the obligation of the Trustee under this Agreement to advance funds
on behalf of the Master Servicer, shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly (it being understood that such separate trustee or co-trustee is not
authorized to act separately without the Trustee joining in such act), except
to
the extent that under any law of any jurisdiction in which any particular act
or
acts are to be performed (whether a Trustee hereunder or as a Successor 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 Fund or any portion thereof in
any
such jurisdiction) shall be exercised and performed singly by such separate
trustee or co-trustee, but solely at the direction of the Trustee;
(ii) No
trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder; and
(iii) The
Trustee may at any time accept the resignation of or remove any separate trustee
or co-trustee.
Any
notice, request or other writing given to the Trustee shall be deemed to have
been given to each of the then separate trustees and co-trustees, as effectively
as if given to each of them. Every instrument appointing any separate trustee
or
co-trustee shall refer to this Agreement and the conditions of this Article
X.
Each separate trustee and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately, as
may
be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to
the
Master Servicer and the Depositor.
Any
separate trustee or co-trustee may, at any time, constitute the Trustee its
agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement
on
its behalf and in its name. If any separate trustee or co- trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section
10.12 Tax
Matters.
It
is
intended that the Trust Fund shall constitute, and that the affairs of the
Trust
Fund shall be conducted so that each REMIC formed hereunder qualifies as, a
“real estate mortgage investment conduit” as defined in and in accordance with
the REMIC Provisions. In furtherance of such intention, the Securities
Administrator covenants and agrees that it shall act as agent for so long as
it
is also Master Servicer (and the Securities Administrator is hereby appointed
to
act as agent) on behalf of the Trust Fund. The Trustee and/or the Securities
Administrator, as agent on behalf of the Trust Fund, shall do or refrain from
doing, as applicable, the following: (a) the Securities Administrator shall
prepare and file, or cause to be prepared and filed, in a timely manner, U.S.
Real Estate Mortgage Investment Conduit Income Tax Returns (Form 1066 or any
successor form adopted by the Internal Revenue Service) and prepare and file
or
cause to be prepared and filed with the Internal Revenue Service and applicable
state or local tax authorities income tax or information returns for each
taxable year with respect to each such REMIC containing such information and
at
the times and in the manner as may be required by the Code or state or local
tax
laws, regulations, or rules, and furnish or cause to be furnished to
Certificateholders the schedules, statements or information at such times and
in
such manner as may be required thereby; (b) the Securities Administrator shall
apply for an employer identification number with the Internal Revenue Service
via a Form SS-4 or other comparable method for each REMIC that is or becomes
a
taxable entity, and within thirty days of the Closing Date, furnish or cause
to
be furnished to the Internal Revenue Service, on Form 8811 or as otherwise
may
be required by the Code, the name, title, address, and telephone number of
the
person that the Holders of the Certificates may contact for tax information
relating thereto, together with such additional information as may be required
by such form, and update such information at the time or times in the manner
required by the Code for the Trust Fund; (c) the Trustee shall make or cause
to
be made elections, on behalf of each REMIC formed hereunder to be treated as
a
REMIC on the federal tax return of such REMIC for its first taxable year (and,
if necessary, under applicable state law); (d) the Securities Administrator
shall prepare and forward, or cause to be prepared and forwarded, to the
Certificateholders and to the Internal Revenue Service and, if necessary, state
tax authorities, all information returns and reports as and when required to
be
provided to them in accordance with the REMIC Provisions, including without
limitation, the calculation of any original issue discount using the Prepayment
Assumption; (e) the Securities Administrator shall provide information necessary
for the computation of tax imposed on the transfer of a Residual Certificate
to
a Person that is not a Permitted Transferee, or an agent (including a broker,
nominee or other middleman) of a Person that is not a Permitted Transferee,
or a
pass-through entity in which a Person that is not a Permitted Transferee is
the
record holder of an interest (the reasonable cost of computing and furnishing
such information may be charged to the Person liable for such tax); (f) each
of
the Securities Administrator and the Trustee shall, to the extent under its
control, conduct the affairs of the Trust Fund at all times that any
Certificates are outstanding so as to maintain the status of each REMIC formed
hereunder as a REMIC under the REMIC Provisions; (g) neither the Trustee nor
the
Securities Administrator shall knowingly or intentionally take any action or
omit to take any action that would cause the termination of the REMIC status
of
any REMIC formed hereunder; (h) the Securities
Administrator shall
pay, from the sources specified in the penultimate paragraph of this Section
10.12, the amount of any federal, state and local taxes, including prohibited
transaction taxes as described below, imposed on any REMIC formed hereunder
prior to the termination of the Trust Fund when and as the same shall be due
and
payable (but such obligation shall not prevent the Trustee, the Securities
Administrator at the written request of the Trustee, or any other appropriate
Person from contesting any such tax in appropriate proceedings and shall not
prevent the Securities Administrator from withholding payment of such tax,
if
permitted by law, pending the outcome of such proceedings); (i) the Trustee
shall sign or cause to be signed federal, state or local income tax or
information returns or any other document prepared by the Securities
Administrator pursuant to this Section 10.12 requiring a signature thereon
by
the Trustee; (j) the Securities Administrator shall maintain records relating
to
each REMIC formed hereunder including but not limited to the income, expenses,
assets and liabilities of each such REMIC and adjusted basis of the Trust Fund
property determined at such intervals as may be required by the Code, as may
be
necessary to prepare the foregoing returns, schedules, statements or
information; (k) the Securities Administrator shall, for federal income tax
purposes, maintain books and records with respect to the REMICs on a calendar
year and on an accrual basis; (l) neither the Trustee nor the Master Servicer
shall enter into any arrangement not otherwise provided for in this Agreement
by
which the REMICs will receive a fee or other compensation for services nor
permit the REMICs to receive any income from assets other than “qualified
mortgages” as defined in Section 860G(a)(3) of the Code or “permitted
investments” as defined in Section 860G(a)(5) of the Code; and (m) as and when
necessary and appropriate, the Trustee, or at the written request of the
Trustee, the Securities Administrator, shall represent the Trust Fund in any
administrative or judicial proceedings relating to an examination or audit
by
any governmental taxing authority, request an administrative adjustment as
to
any taxable year of any REMIC formed hereunder, enter into settlement agreements
with any governmental taxing agency, extend any statute of limitations relating
to any tax item of the Trust Fund, and otherwise act on behalf of each REMIC
formed hereunder in relation to any tax matter involving any such
REMIC.
In
order
to enable each of the Trustee and the Securities Administrator to perform its
duties as set forth herein, the Depositor shall provide, or cause to be
provided, to the Trustee or the Securities Administrator within 10 days after
the Closing Date all information or data that the Trustee or the Securities
Administrator requests in writing and determines to be relevant for tax purposes
to the valuations and offering prices of the Certificates, including, without
limitation, the price, yield, Prepayment Assumption and projected cash flows
of
the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide
to the Trustee or the Securities Administrator promptly upon written request
therefor, any such additional information or data that the Trustee or the
Securities Administrator may, from time to time, request in order to enable
the
Trustee or the Securities Administrator to perform its duties as set forth
herein. The Depositor hereby indemnifies each of Trustee and the Securities
Administrator for any losses, liabilities, damages, claims or expenses of the
Trustee or the Securities Administrator arising from any errors or
miscalculations of the Trustee or the Securities Administrator, as applicable,
that result from any failure of the Depositor to provide, or to cause to be
provided, accurate information or data to the Trustee or the Securities
Administrator, as applicable, on a timely basis.
In
the
event that any tax is imposed on “prohibited transactions” of any of REMIC I,
REMIC II, REMIC III as defined in Section 860F(a)(2) of the Code, on the “net
income from foreclosure property” of the Trust Fund as defined in Section
860G(c) of the Code, on any contribution to any of REMIC I, REMIC II, REMIC
III
as after the Startup Day pursuant to Section 860G(d) of the Code, or any other
tax is imposed, including, without limitation, any federal, state or local
tax
or minimum tax imposed upon any of REMIC I, REMIC II, REMIC III as, and is
not
paid as otherwise provided for herein, such tax shall be paid by (i) the Trustee
or the Securities Administrator, if any such other tax arises out of or results
from a breach by the Trustee or the Securities Administrator, respectively,
of
any of its obligations under this Agreement, (ii) any party hereto (other than
the Trustee or the Securities Administrator) to the extent any such other tax
arises out of or results from a breach by such other party of any of its
obligations under this Agreement or (iii) in all other cases, or in the event
that any liable party hereto fails to honor its obligations under the preceding
clauses (i) or (ii), any such tax will be paid first with amounts otherwise
to
be distributed to the Class R Certificateholders, and second with amounts
otherwise to be distributed to the following other Certificates in the following
order of priority: first, to the Class B-4 Certificates, second, to the Class
B-3 Certificates, third, to the Class B-2 Certificates, fourth, to the Class
B-1
Certificates, fifth, to the Class M-3 Certificates, sixth, to the Class M-2
Certificates, seventh, to the Class M-1 Certificates, and eighth, to the Class
A
Certificates, pro rata, 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 Certificates, the Securities Administrator is
hereby authorized to retain on any Distribution Date, from the Holders of the
Class R Certificates (and, if necessary, second, from the Holders of the other
Certificates in the priority specified in the preceding sentence), funds
otherwise distributable to such Holders in an amount sufficient to pay such
tax.
The Securities Administrator shall include in its Remittance Report instructions
as to distributions to such parties taking into account the priorities described
in the second preceding sentence. The Securities Administrator, on written
request by the Trustee, agrees to promptly notify in writing the party liable
for any such tax of the amount thereof and the due date for the payment
thereof.
The
Trustee and the Securities Administrator each agree that, in the event it should
obtain any information necessary for the other party to perform its obligations
pursuant to this Section 10.12, it will promptly notify and provide such
information to such other party. Notwithstanding anything in this Agreement
to
the contrary, the Trustee agrees that, in the event that the Trustee obtains
actual knowledge that the Securities Administrator has breached any of its
obligations pursuant to this Section 10.12, the Trustee shall perform such
obligations on its behalf to the extent that the Trustee possesses all documents
necessary to so perform and receives reasonable compensation therefor, provided,
however, that the Trustee shall not be liable for any losses resulting from
any
such breach.
ARTICLE
XI
TERMINATION
Section
11.01 Termination
upon Liquidation or Repurchase of all Mortgage Loans.
Subject
to Section 11.03, the obligations and responsibilities of the Depositor, the
Master Servicer, the Securities Administrator, the Sponsor and the Trustee
created hereby with respect to the Trust Fund shall terminate upon the earlier
of (a) the purchase by the Majority Class C Certificateholder of all of the
Mortgage Loans (and REO Properties) remaining in the Trust Fund at a price
(the
“Mortgage Loan Purchase Price”) equal to the sum of (i) 100% of the Stated
Principal Balance of each Mortgage Loan (other than in respect of REO Property),
(ii) accrued interest thereon at the applicable Mortgage Rate to, but not
including, the first day of the month of such purchase, (iii) the appraised
value of any REO Property in the Trust Fund (up to the Stated Principal Balance
of the related Mortgage Loan), such appraisal to be conducted by an appraiser
mutually agreed upon by the Master Servicer and the Trustee and (iv)
unreimbursed out-of pocket costs of the Company, the Servicers or the Master
Servicer, including unreimbursed servicing advances and the principal portion
of
any unreimbursed Advances, made on the Mortgage Loans prior to the exercise
of
such repurchase right and (v) any unreimbursed costs and expenses of the Trustee
and the Securities Administrator payable pursuant to Section 10.05 and (b)
the
later of (i) the maturity or other liquidation (or any Advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Fund and the
disposition of all REO Property and (ii) the distribution to Certificateholders
of all amounts required to be distributed to them pursuant to this Agreement,
as
applicable. In no event shall the trusts created hereby continue beyond the
earlier of (i) the expiration of 21 years from the death of the last survivor
of
the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States
to the Court of St. Xxxxx, living on the date hereof and (ii) the Latest
Possible Maturity Date.
The
right
to repurchase all Mortgage Loans and REO Properties pursuant to clause (a)
in
the preceding paragraph shall be exercisable on or after the earlier of (i)
the
20% Clean-Up Call Date and (ii) the Distribution Date in April
2016.
Section
11.02 Final
Distribution on the Certificates.
If
on any
Determination Date, (i) the Master Servicer determines that there are no
Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other
than the funds in the Distribution
Account,
the Master Servicer shall direct the Securities Administrator to send a final
distribution notice promptly to each Certificateholder or (ii) the Securities
Administrator determines that a Class of Certificates shall be retired after
a
final distribution on such Class, the Securities Administrator shall notify
the
Certificateholders within five (5) Business Days after such Determination Date
that the final distribution in retirement of such Class of Certificates is
scheduled to be made on the immediately following Distribution Date. Any final
distribution made pursuant to the immediately preceding sentence will be made
only upon presentation and surrender of the related Certificates at the office
of the Securities
Administrator
specified in the final distribution notice to Certificateholders. If the Class
C
Certificateholder elects to terminate the Trust Fund pursuant to Section 11.01,
at least 20 days prior to the date notice is to be mailed to the
Certificateholders, the Majority Class C Certificateholder shall notify the
Depositor, the Securities Administrator, the Trustee of the date the Majority
Class C Certificateholder intends to terminate the Trust Fund. The Majority
Class C Certificateholder or EMC or its designee, as applicable, shall remit
the
Mortgage Loan Purchase Price to the Securities
Administrator
on the
Business Day prior to the Distribution Date for such Optional Termination by
the
Majority Class C Certificateholder.
Notice
of
any termination of the Trust Fund, specifying the Distribution Date on which
Certificateholders may surrender their Certificates for payment of the final
distribution and cancellation, shall be given promptly by the Securities
Administrator by letter to Certificateholders mailed not earlier than the 10th
day and no later than the 15th day of the month immediately preceding the month
of such final distribution. Any such notice shall specify (a) the Distribution
Date upon which final distribution on the Certificates will be made upon
presentation and surrender of Certificates at the office therein designated,
(b)
the amount of such final distribution, (c) the location of the office or agency
at which such presentation and surrender must be made and (d) that the Record
Date otherwise applicable to such Distribution Date is not applicable,
distributions being made only upon presentation and surrender of the
Certificates at the office therein specified. The Securities Administrator
will
give such notice to each Rating Agency at the time such notice is given to
Certificateholders.
In
the
event such notice is given, the Master Servicer shall cause all related funds
to
be remitted to the Securities Administrator for deposit in the Distribution
Account on the Business Day prior to the applicable Distribution Date in an
amount equal to the final distribution in respect of the Certificates. Upon
such
final deposit with respect to the Trust Fund and the receipt by the Trustee
of a
Request for Release therefor, the Trustee or the Custodian shall promptly
release to the Master Servicer, as applicable the Mortgage Files for the
Mortgage Loans and the Trustee shall execute and deliver any documents prepared
and delivered to it which are necessary to transfer any REO
Property.
Upon
presentation and surrender of the Certificates, the Securities
Administrator
shall
cause to be distributed to Certificateholders of each Class in accordance with
the Remittance Report the amounts allocable to such Certificates held in the
Distribution Account in the order and priority set forth in Section 6.04 hereof
on the final Distribution Date and in proportion to their respective Percentage
Interests.
In
the
event that any affected Certificateholders shall not surrender Certificates
for
cancellation within six months after the date specified in the above mentioned
written notice, the Securities Administrator 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 all the applicable Certificates shall not
have been surrendered for cancellation, the Securities Administrator may take
appropriate steps, or may appoint an 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 that remain
a
part of the Trust Fund. If within one year after the second notice all
Certificates shall not have been surrendered for cancellation, the Class R
Certificateholders shall be entitled to all unclaimed funds and other assets
of
the Trust Fund that remain subject hereto.
Section
11.03 Additional
Termination Requirements.
Upon
exercise by the Majority Class C Certificateholder of its purchase option as
provided in Section 11.01, the Trust Fund shall be terminated in accordance
with
the following additional requirements, unless each of the Trustee and the
Securities Administrator have been supplied with an Opinion of Counsel addressed
to the Trustee, at the expense of the Majority Class C Certificateholder, to
the
effect that the failure of the Trust Fund to comply with the requirements of
this Section 11.03 will not (i) result in the imposition of taxes on “prohibited
transactions” of a REMIC, or (ii) cause a REMIC to fail to qualify as a REMIC at
any time that any Certificates are outstanding:
(1) The
Majority Class C Certificateholder shall establish a 90-day liquidation period
and notify the Trustee and Securities Administrator thereof, and the Securities
Administrator shall in turn specify the first day of such period in a statement
attached to the tax return for each of REMIC I, REMIC II and REMIC III as
pursuant to Treasury Regulation Section 1.860F-1. The Majority Class C
Certificateholder shall satisfy all the requirements of a qualified liquidation
under Section 860F of the Code and any regulations thereunder, as evidenced
by
an Opinion of Counsel addressed to the Trustee obtained at the expense of the
Majority Class C Certificateholder;
(2) During
such 90-day liquidation period, and at or prior to the time of making the final
payment on the Certificates, the Securities Administrator, as agent of the
Trustee, shall sell all of the assets of REMIC I for cash;
(3) At
the
time of the making of the final payment on the Certificates, the Securities
Administrator, as agent for the Trustee, shall distribute or credit, or cause
to
be distributed or credited, to the Holders of the Residual Certificates all
cash
on hand (other than cash retained to meet claims), and REMIC I shall terminate
at that time;
(4) By
their
acceptance of the Certificates, the Holders thereof hereby authorize the
adoption of a
90-day
liquidation period for REMIC
I,
REMIC II and REMIC III,
which
authorization shall be binding upon all successor Certificateholders;
and
(5) The
Securities Administrator, as agent for each REMIC, hereby agrees to adopt and
sign such a plan of complete liquidation upon the written request of the
Majority Class C Certificateholder and the receipt of the Opinion of Counsel
referred to in Section 11.03(a)(1), and to take such other action in connection
therewith as may be reasonably requested by the Majority Class C
Certificateholder.
ARTICLE
XII
MISCELLANEOUS
PROVISIONS
Section
12.01 Amendment.
This
Agreement may be amended from time to time by parties hereto, without the
consent of any of the Certificateholders to cure any ambiguity, to correct
or
supplement any provisions herein (including to give effect to the expectations
of investors), 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
maintained by the Securities Administrator or the Protected Account maintained
by the Company is maintained or to make such other provisions with respect
to
matters or questions arising under this Agreement as shall not be inconsistent
with any other provisions herein if such action shall not, as evidenced by
an
Opinion of Counsel addressed to the Trustee, adversely affect in any material
respect the interests of any 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.
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 each of REMIC I, REMIC II and
REMIC
III as a REMIC under the Code or to avoid or minimize the risk of the imposition
of any tax on any of REMIC I, REMIC II or REMIC III pursuant to the Code that
would be a claim against any of REMIC
I,
REMIC II or REMIC III at
any
time prior to the final redemption of the Certificates, provided that the
Trustee and Securities Administrator has been provided an Opinion of Counsel
addressed to the Trustee and the Securities Administrator, which opinion shall
be an expense of the party requesting such opinion but in any case shall not
be
an expense of the Trustee, the Securities Administrator 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.
This
Agreement may also be amended from time to time by the parties hereto and the
Holders of each Class of Certificates affected thereby evidencing over 50%
of
the Voting Rights of 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 Holders of
Certificates; provided that no such amendment shall (i) reduce in any manner
the
amount of, or delay the timing of, payments required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii) cause
any of REMIC I, REMIC II or REMIC III to cease to qualify as a REMIC or (iii)
reduce the aforesaid percentages of Certificates of each Class the Holders
of
which are required to consent to any such amendment without the consent of
the
Holders of all Certificates of such Class then outstanding.
Notwithstanding
any contrary provision of this Agreement, the Trustee shall not consent to
any
amendment to this Agreement unless it shall have first received an Opinion
of
Counsel addressed to the Trustee , which opinion shall be an expense of the
party requesting such amendment but in any case shall not be an expense of
the
Trustee or the Securities Administrator, to the effect that such amendment
will
not (other than an amendment pursuant to clause (ii) of, and in accordance
with,
the preceding paragraph) cause the imposition of any tax on REMIC I, REMIC
II,
REMIC III or the Certificateholders or cause REMIC I, REMIC II or REMIC III
to
cease to qualify as a REMIC at any time that any Certificates are outstanding.
Further, nothing in this Agreement shall require the Trustee to enter into
an
amendment without receiving an Opinion of Counsel, satisfactory to the Trustee
(i) that such amendment is permitted and is not prohibited by this Agreement
and
(ii) that all requirements for amending this Agreement (including any consent
of
the applicable Certificateholders) have been complied with.
Promptly
after the execution of any amendment to this Agreement requiring the consent
of
Certificateholders, the Trustee shall furnish written notification of the
substance of such amendment to each Certificateholder and each Rating
Agency.
It
shall
not be necessary for the consent of Certificateholders under this Section to
approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The manner
of
obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable regulations
as
the Trustee may prescribe.
Section
12.02 Recordation
of Agreement; Counterparts.
To
the
extent permitted by applicable law, this Agreement is subject to recordation
in
all appropriate public offices for real property records in all of 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 Master Servicer shall effect such recordation at the Trust’s
expense 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.
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
12.03 Governing
Law.
THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER THAN
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS).
Section
12.04 Intention
of Parties.
It
is the
express intent of the parties hereto that the conveyance of the Mortgage Notes,
Mortgages, assignments of Mortgages, title insurance policies and any
modifications, extensions and/or assumption agreements and private mortgage
insurance policies relating to the Mortgage Loans by the Sponsor to the
Depositor, and by the Depositor to the Trustee be, and be construed as, an
absolute sale thereof to the Depositor or the Trustee, as applicable. It is,
further, not the intention of the parties that such conveyance be deemed a
pledge thereof by the Sponsor to the Depositor, or by the Depositor to the
Trustee. However, in the event that, notwithstanding the intent of the parties,
such assets are held to be the property of the Sponsor or the Depositor, as
applicable, or if for any other reason the Mortgage Loan Purchase Agreement
or
this Agreement is held or deemed to create a security interest in such assets,
then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each
be
deemed to be a security agreement within the meaning of the Uniform Commercial
Code of the State of New York and (ii) the conveyance provided for in the
Mortgage Loan Purchase Agreement from the Sponsor to the Depositor, and the
conveyance provided for in this Agreement from the Depositor to the Trustee,
shall be deemed to be an assignment and a grant by the Sponsor or the Depositor,
as applicable, for the benefit of the Certificateholders, of a security interest
in all of the assets that constitute the Trust Fund, whether now owned or
hereafter acquired.
The
Depositor for the benefit of the Certificateholders shall, to the extent
consistent with this Agreement, take such actions as may be necessary to ensure
that, if this Agreement were deemed to create a security interest in the assets
of the Trust Fund, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of the Agreement.
Section
12.05 Notices.
(a) The
Trustee shall use its best efforts to 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:
(i) Any
material change or amendment to this Agreement;
(ii) The
occurrence of any Event of Default that has not been cured;
(iii) The
resignation or termination of the Master Servicer, the Securities Administrator
or the Trustee and the appointment of any successor;
(iv) The
repurchase or substitution of Mortgage Loans pursuant to Sections 2.02, 2.03,
4.20 and 11.01; and
(v) The
final
payment to Certificateholders.
(b) All
directions, demands and notices hereunder shall be in writing and shall be
deemed to have been duly given when delivered at or mailed by registered mail,
return receipt requested, postage prepaid, or by recognized overnight courier,
or by facsimile transmission to a number provided by the appropriate party
if
receipt of such transmission is confirmed to (i) in the case of the Depositor,
Bear Xxxxxxx Asset Backed Securities I LLC, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Attention: Chief Counsel; (ii) in the case of the Sponsor or the
Company, EMC Mortgage Corporation, 000 Xxxxxx Xxxxx Xxxxx, Xxxxxx, Xxxxx 00000,
Attention: Xxxxxx Xxxxx or such other address as may be hereafter furnished
to
the other parties hereto by the Master Servicer in writing; (iv) in the case
of
the Trustee, at each Corporate Trust Office or such other address as the Trustee
may hereafter furnish to the other parties hereto; (v) in the case of the Master
Servicer or the Securities Administrator, P. O. Xxx 00, Xxxxxxxx, Xxxxxxxx
00000
(or, for overnight deliveries, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx
00000), Attention: BSABS I 2006-AC3 or such other address as may be hereafter
furnished to the other parties hereto by the Securities Administrator in writing
and (vi) in the case of the Rating Agencies, (x) Xxxxx’x Investors Service,
Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Home Equity
Monitoring and (y) Standard & Poor’s, 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx,
Xxx Xxxx 00000, Attention: Mortgage Surveillance Group. Any notice delivered
to
the Sponsor, the Master Servicer, the Securities Administrator 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, whether or not the Certificateholder receives
such notice.
Section
12.06 Severability
of Provisions.
If
any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no
way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Holders thereof.
Section
12.07 Assignment.
Notwithstanding
anything to the contrary contained herein, except as provided pursuant to
Section 8.07, this Agreement may not be assigned by the Master Servicer, the
Sponsor or the Depositor.
Section
12.08 Limitation
on Rights of Certificateholders.
The
death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
representative or heirs to claim an accounting or to take any action or commence
any proceeding in any court for a petition or winding up of the Trust Fund,
or
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
No
Certificateholder shall have any right to vote (except as provided herein)
or in
any manner otherwise control the operation and management of the Trust Fund,
or
the obligations of the parties hereto, nor shall anything herein set forth
or
contained in the terms of the Certificates be construed so as to constitute
the
Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to any third party by
reason of any action taken by the parties to this Agreement pursuant to any
provision hereof.
No
Certificateholder shall have any right by virtue or by availing itself of any
provisions of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee or the Securities
Administrator, as appropriate, a written notice of an Event of Default and
of
the continuance thereof, as hereinbefore provided, the Holders of Certificates
evidencing not less than 25% of the Voting Rights evidenced by the Certificates
shall also have made written request to the Trustee or the Securities
Administrator, as appropriate to institute such action, suit or proceeding
in
its own name as Trustee or the Securities Administrator, as appropriate,
hereunder and shall have offered to the Trustee or the Securities Administrator,
as appropriate, such reasonable indemnity as it may require against the costs,
expenses, and liabilities to be incurred therein or thereby, and the Trustee
or
the Securities Administrator, as appropriate, 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; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself
or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or
seek
to obtain priority over or preference to any other such Holder or to enforce
any
right under this Agreement, except in the manner herein provided and for the
common benefit of all Certificateholders. For the protection and enforcement
of
the provisions of this Section 12.08, each and every Certificateholder, the
Trustee or the Securities Administrator shall be entitled to such relief as
can
be given either at law or in equity.
Section
12.09 Inspection
and Audit Rights.
The
Master Servicer agrees that, on reasonable prior notice, it will permit any
representative of the Depositor or the Trustee during the Master Servicer’s
normal business hours, to examine all the books of account, records, reports
and
other papers of the Master Servicer relating to the Mortgage Loans, to make
copies and extracts therefrom, to cause such books to be audited by independent
certified public accountants selected by the Depositor or the Trustee and to
discuss its affairs, finances and accounts relating to such Mortgage Loans
with
its officers, employees and independent public accountants (and by this
provision the Master Servicer hereby authorizes such accountants to discuss
with
such representative such affairs, finances and accounts), all at such reasonable
times and as often as may be reasonably requested. Any out-of-pocket expense
incident to the exercise by the Depositor or the Trustee of any right under
this
Section 12.09 shall be borne by the party requesting such inspection, subject
to
such party’s right to reimbursement hereunder (in the case of the Trustee,
pursuant to Section 10.05 hereof).
Section
12.10 Certificates
Nonassessable and Fully Paid.
It
is the
intention of the Depositor that Certificateholders shall not be personally
liable for obligations of the Trust Fund, that the interests in the Trust Fund
represented by the Certificates shall be nonassessable for any reason
whatsoever, and that the Certificates, upon due authentication thereof by the
Securities Administrator pursuant to this Agreement, are and shall be deemed
fully paid.
*
*
*
IN
WITNESS WHEREOF, the Depositor, the Master Servicer, the Sponsor, the Company,
the Securities Administrator and the Trustee have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of
the
day and year first above written.
BEAR
XXXXXXX ASSET BACKED SECURITIES I LLC,
as
Depositor
|
|||||||||||||
By:
|
|||||||||||||
Name:
|
|||||||||||||
Title:
|
|||||||||||||
EMC
MORTGAGE CORPORATION,
as
Sponsor and Company
|
|||||||||||||
By:
|
|||||||||||||
Name:
|
|||||||||||||
Title:
|
|||||||||||||
XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
as
Securities Administrator and Master Servicer
|
|||||||||||||
By:
|
|||||||||||||
Name:
|
|||||||||||||
Title:
|
|||||||||||||
U.S.
BANK NATIONAL ASSOCIATION,
as
Trustee
|
|||||||||||||
By:
|
|||||||||||||
Name:
|
|||||||||||||
Title:
|
STATE
OF
NEW YORK
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF
NEW YORK
|
)
|
On
this
24th
day of
August, 2006,
before
me, a notary public in and for said State, appeared ____________________,
personally known to me on the basis of satisfactory evidence to be an authorized
representative of Bear Xxxxxxx Asset Backed Securities I LLC, one of the
companies that executed the within instrument, and also known to me to be the
person who executed it on behalf of such limited liability company and
acknowledged to me that such limited liability company 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
BALTIMORE
|
)
|
On
this
24th
day of
August, 2006, before me, a notary public in and for said State, appeared
____________________, personally known to me on the basis of satisfactory
evidence to be an authorized representative of Xxxxx Fargo Bank, National
Association, one of the national banking associations that executed the within
instrument, and also known to me to be the person who executed it on behalf
of
such 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
|
[Notarial
Seal]
STATE
OF
TEXAS
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF
DALLAS
|
)
|
On
this
24th
day of
August, 2006, before me, a notary public in and for said State, appeared
________________________, personally known to me on the basis of satisfactory
evidence 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 such 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
|
____________________________
Notary
Public
[Notarial
Seal]
STATE
OF
MASSACHUSETTS
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF
SUFFOLK
|
)
|
On
this
24th
day of
August, 2006, before me, a notary public in and for said State, appeared
_______________________, personally known to me on the basis of satisfactory
evidence to be an authorized representative of U.S. Bank National Association,
one of the national banking associations that executed the within instrument,
and also known to me to be the person who executed it on behalf of such 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
|
____________________________
Notary
Public
[Notarial
Seal]
EXHIBIT
A-1
FORM
OF CLASS [_]-A-[1][2] CERTIFICATES
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986 (THE “CODE”).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF
THE
CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL
BE
DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES
ADMINISTRATOR NAMED HEREIN.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS 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 IS 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-[1][2] Senior
|
|
Date
of Pooling and Servicing Agreement and
Cut-off
Date:
April
1, 2006
|
Aggregate
Initial Certificate [Principal
Balance]
[Notional Amount] of this Certificate
as
of the Cut-off Date:
$[_____________]
|
First
Distribution Date:
May
25, 2006
|
Initial
Certificate [Principal Balance] [Notional
Amount]
of this Certificate as of the Cut-off
Date:
$[_____________]
|
Master
Servicer:
Xxxxx
Fargo Bank, National Association
|
CUSIP:
[___________]
|
Assumed
Final Distribution Date:
May
25, 2036
|
ASSET-BACKED
CERTIFICATE
SERIES
2006-AC3
evidencing
a percentage interest in the distributions allocable to the Class [_]-A-[1][2]
Certificates with respect to a Trust Fund consisting primarily of a pool
of
conventional, one- to four-family, fixed interest rate mortgage loans sold
by
BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer, the Trustee or the Securities Administrator 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 Bear Xxxxxxx Asset Backed Securities I LLC, the
Master
Servicer, the Trustee or the Securities Administrator or any of their affiliates
or any other person. None of Bear Xxxxxxx Asset Backed Securities I LLC,
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 Percentage Interest
evidenced hereby in the beneficial ownership interest of Certificates of
the
same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, first lien, fixed rate mortgage loans secured
by
one- to four- family residences (collectively, the “Mortgage Loans”) sold by
Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were
sold by EMC Mortgage Corporation (“EMC”) to BSABS X. Xxxxx Fargo Bank, National
Association 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 BSABS I, as depositor (the “Depositor”), EMC Mortgage
Corporation, as sponsor and company, Xxxxx Fargo Bank, National Association,
as
Master Servicer and securities administrator (the “Securities Administrator”)
and U.S. Bank National Association, as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
Interest
on this Certificate will accrue from and including the 25th day of the calendar
month preceding the month in which a Distribution Date (as hereinafter defined)
occurs to and including the 24th day of the calendar month in which that
Distribution Date occurs on the [For Class I-A-1 and Class II-A-1] [Certificate
Principal Balance] [For Class I-A-2 and Class II-A-2] [Notional Amount] hereof
at a per annum rate equal to the Pass-Through Rate set forth above. The
Securities Administrator will distribute on the 25th day of each month, or,
if
such 25th day is not a Business Day, the immediately following Business Day
(each, a “Distribution Date”), commencing on the First Distribution Date
specified above, to the Person in whose name this Certificate is registered
at
the close of business on the Business Day immediately preceding such
Distribution Date, an amount equal to the product of the Percentage 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 following the latest scheduled maturity date of any Mortgage
Loan
[For Class I-A-1 and Class II-A-1] [and is not likely to be the date on which
the Certificate Principal Balance of this Class of Certificates will be reduced
to zero.]
Distributions
on this Certificate will be made by the Securities Administrator 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 Securities Administrator in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Securities Administrator of the pendency of
such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Securities Administrator for that purpose
and
designated in such notice. [For Class I-A-1 and Class II-A-1] [The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal hereon and any Realized Losses allocable
thereto.] [For
Class I-A-2 and Class II-A-2]
[The
Initial Notional Amount of this Certificate is set forth above.]
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that the Trustee
or the
Securities Administrator 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 and the Securities Administrator.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Class or Classes
of
Certificates affected thereby evidencing over 50% of the Voting Rights of
such
Class or Classes. 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 Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator 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 Percentage 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 Percentage 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 Securities Administrator 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 Securities Administrator,
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
Depositor, the Master Servicer, the Securities Administrator, 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 (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) 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 related assets of the Trust Fund in accordance with
the
terms of the Agreement. Such optional repurchase may be made only on or after
the earlier of (i) the first Distribution Date on which the aggregate Stated
Principal Balance of the Mortgage Loans is less than or equal to 20% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date
and (ii) the Distribution Date in April 2016. 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 specified in the
Agreement.
Unless
this Certificate has been countersigned by an authorized signatory of the
Securities Administrator 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 Securities Administrator has caused this
Certificate
to be duly executed.
Dated: April 28, 2006 |
XXXXX
FARGO BANK,
NATIONAL
ASSOCIATION,
as
Securities Administrator
|
|
|
|
|
By: | ||
|
||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class
[_]-A-[1][2] Certificates referred to in the within-mentioned
Agreement.
XXXXX
FARGO BANK,
NATIONAL
ASSOCIATION,
as
Securities Administrator
|
||
|
|
|
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 Percentage Interest evidenced by
the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
|
|
Dated: | ||
|
||
Signature
by or on behalf of assignor
|
|
|
|
|
||
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
This
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available
funds
to
|
,
|
||||
for
the account of
|
,
|
||||
account
number___________, or, if mailed by check, to
|
,
|
||||
Applicable
statements should be mailed to
|
,
|
||||
.
|
This
information is provided by
|
,
|
|||
the
assignee named above, or
|
,
|
|||
as
its agent.
|
EXHIBIT
A-2
FORM
OF CLASS M-[1][2][3] CERTIFICATES
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
[,]
[AND] [CLASS M-1 CERTIFICATES] [,] [AND] [CLASS M-2 CERTIFICATES] AS DESCRIBED
IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986 (THE “CODE”).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED
IN
THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES,
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM
THE
DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR
NAMED
HEREIN.
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS 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 IS 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.
EACH
HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE
THE
REPRESENTATIONS SET FORTH IN SECTION 7.02(b) OF THE
AGREEMENT.
Certificate
No.1
|
Variable
Pass-Through Rate
|
Class
M-[1][2][3] Subordinate
|
|
Date
of Pooling and Servicing Agreement and
Cut-off
Date:
April
1, 2006
|
Aggregate
Initial Certificate Principal Balance
of
this Certificate as of the Cut-off Date:
$[________________]
|
First
Distribution Date:
May
25, 2006
|
Initial
Certificate Principal Balance of this
Certificate
as of the Cut-off Date:
$[________________]
|
Master
Servicer:
Xxxxx
Fargo Bank, National Association
|
CUSIP:
[_______________]
|
Assumed
Final Distribution Date:
May
25, 2036
|
ASSET-BACKED
CERTIFICATE
SERIES
2006-AC3
evidencing
a percentage interest in the distributions allocable to the Class M-[1][2][3]
Certificates with respect to a Trust Fund consisting primarily of a pool
of
conventional, one- to four-family, fixed interest rate mortgage loans sold
by
BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer, the Trustee or the Securities Administrator 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 Bear Xxxxxxx Asset Backed Securities I LLC, the
Master
Servicer, the Trustee or the Securities Administrator or any of their affiliates
or any other person. None of Bear Xxxxxxx Asset Backed Securities I LLC,
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 Percentage Interest
evidenced hereby in the beneficial ownership interest of Certificates of
the
same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, first lien, fixed rate mortgage loans secured
by
one- to four- family residences (collectively, the “Mortgage Loans”) sold by
Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were
sold by EMC Mortgage Corporation (“EMC”) to BSABS X. Xxxxx Fargo Bank, National
Association 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 BSABS I, as depositor (the “Depositor”), EMC Mortgage
Corporation, as sponsor and company, Xxxxx Fargo Bank, National Association,
as
Master Servicer and securities administrator (the “Securities Administrator”)
and U.S. Bank National Association as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
Interest
on this Certificate will accrue from and including the 25th day of the calendar
month preceding the month in which a Distribution Date (as hereinafter defined)
occurs (or, with respect to the first accrual period, the Closing Date) to
and
including the 24th day of the calendar month in which that Distribution Date
occurs on the Certificate Principal Balance hereof at a per annum rate equal
to
the Pass-Through Rate set forth above and as further described in the Agreement.
The Securities Administrator will distribute on the 25th day of each month,
or,
if such 25th day is not a Business Day, the immediately following Business
Day
(each, a “Distribution Date”), commencing on the First Distribution Date
specified above, to the Person in whose name this Certificate is registered
at
the close of business on the Business Day immediately preceding such
Distribution Date, an amount equal to the product of the Percentage 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
Certificate Principal Balance of this Class of Certificates will be reduced
to
zero.
Distributions
on this Certificate will be made by the Securities Administrator 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 Securities Administrator in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Securities Administrator of the pendency of
such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Securities Administrator for that purpose
and
designated in such notice. The Initial Certificate Principal Balance of this
Certificate is set forth above. The Certificate Principal Balance hereof
will be
reduced to the extent of distributions allocable to principal hereon and
any
Realized Losses allocable hereto.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
Each
holder of a Certificate or beneficial ownership shall be deemed to have made
the
representations set forth in section 7.02(b) of 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
or the
Securities Administrator 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 and the Securities Administrator.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Class or Classes
of
Certificates affected thereby evidencing over 50% of the Voting Rights of
such
Class or Classes. 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 Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator 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 Percentage 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 Percentage 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 Securities Administrator 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 Securities Administrator,
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 Securities Administrator, 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 (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) 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 related assets of the Trust Fund in accordance with
the
terms of the Agreement. Such optional repurchase may be made only on or after
the earlier of (i) the first Distribution Date on which the aggregate Stated
Principal Balance of the Mortgage Loans is less than or equal to 20% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date
and (ii) the Distribution Date in April 2016. 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 specified in the
Agreement.
Unless
this Certificate has been countersigned by an authorized signatory of the
Securities Administrator 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 Securities Administrator has caused this Certificate
to be
duly executed.
Dated: April 28, 2006 |
XXXXX
FARGO BANK, NATIONAL
ASSOCIATION,
as
Securities Administrator
|
|
|
|
|
By: | ||
|
||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class M-[1][2][3] Certificates referred to in the within-mentioned
Agreement.
XXXXX
FARGO BANK, NATIONAL
ASSOCIATION,
as Securities Administrator
|
||
|
|
|
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 Percentage Interest evidenced by
the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
|
|
Dated:
|
||
|
||
Signature
by or on behalf of assignor
|
|
|
|
|
||
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
This
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
|
,
|
||||
for
the account of
|
,
|
||||
account
number___________, or, if mailed by check, to
|
,
|
||||
Applicable
statements should be mailed to
|
,
|
||||
.
|
This
information is provided by
|
,
|
|||
the
assignee named above, or
|
,
|
|||
as
its agent.
|
EXHIBIT
A-3
FORM
OF CLASS B-[1][2][3][4] CERTIFICATES
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
[,]
[AND] [CLASS M-1 CERTIFICATES] [,] [AND] [CLASS M-2 CERTIFICATES] [,] [AND]
[CLASS M-3 CERTIFICATES] [,] [AND] [CLASS B-1 CERTIFICATES] [,] [AND] [CLASS
B-2
CERTIFICATES] [,] [AND] [CLASS B-3 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT
(AS DEFINED BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986 (THE “CODE”).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED
IN
THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES,
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM
THE
DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS
CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR
NAMED
HEREIN.
[For
Class B-1, ClassB-2 and Class B-3] [UNLESS THIS CERTIFICATE IS PRESENTED
BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITOR
OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS 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 IS 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, ClassB-2 and Class B-3] [EACH HOLDER OF A CERTIFICATE OR BENEFICIAL
OWNERSHIP SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION
7.02(b) OF THE AGREEMENT.]
[For
Class B-4] [THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE
SECURITIES ACT OF 1933, AS AMENDED (THE “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 ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO
RULE
144A UNDER THE 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 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) (OR ANY ENTITY IN WHICH
ALL OF
THE EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER THE
ACT
PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE
FORM
PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES ADMINISTRATOR
OF
AN OPINION OF COUNSEL AS TO COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS
OF
THE UNITED STATES. THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY
BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF
1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, UNLESS THE TRANSFEREE CERTIFIES OR REPRESENTS THAT THE PROPOSED
TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT AND
OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED
TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED
TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION
EXEMPTION (“PTE”) 84-14, XXX 00-00, XXX 00-0, XXX 95-60 OR PTE 96-23 AND (II)
WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR,
THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL
BE
DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL
CERTIFICATE, OR PROVIDES AN OPINION OF COUNSEL TO SUCH
EFFECT.]
Certificate
No.1
|
Variable
Pass-Through Rate
|
Class
B-[1][2][3][4] Subordinate
|
|
Date
of Pooling and Servicing Agreement and
Cut-off
Date:
April
1, 2006
|
Aggregate
Initial Certificate Principal Balance
of
this Certificate as of the Cut-off Date:
$[________________]
|
First
Distribution Date:
May
25, 2006
|
Initial
Certificate Principal Balance of this
Certificate
as of the Cut-off Date:
$[________________]
|
Master
Servicer:
Xxxxx
Fargo Bank, National Association
|
CUSIP:
[_______________]
|
Assumed
Final Distribution Date:
May
25, 2036
|
ASSET-BACKED
CERTIFICATE
SERIES
2006-AC3
evidencing
a percentage interest in the distributions allocable to the Class B-[1][2][3][4]
Certificates with respect to a Trust Fund consisting primarily of a pool
of
conventional, one- to four-family, fixed interest rate mortgage loans sold
by
BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer, the Trustee or the Securities Administrator 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 Bear Xxxxxxx Asset Backed Securities I LLC, the
Master
Servicer, the Trustee or the Securities Administrator or any of their affiliates
or any other person. None of Bear Xxxxxxx Asset Backed Securities I LLC,
the
Master Servicer or any of their affiliates will have any obligation with
respect
to any certificate or other obligation secured by or payable from payments
on
the Certificates.
This
certifies that [___________] is the registered owner of the Percentage Interest
evidenced hereby in the beneficial ownership interest of Certificates of
the
same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, first lien, fixed rate mortgage loans secured
by
one- to four- family residences (collectively, the “Mortgage Loans”) sold by
Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were
sold by EMC Mortgage Corporation (“EMC”) to BSABS X. Xxxxx Fargo Bank, National
Association 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 BSABS I, as depositor (the “Depositor”), EMC Mortgage
Corporation, as sponsor and company, Xxxxx Fargo Bank, National Association,
as
Master Servicer and securities administrator (the “Securities Administrator”)
and U.S. Bank National Association as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
[For
Class B-1, Class B-2 and Class B-3] [Interest on this Certificate will accrue
from and including the 25th day of the calendar month preceding the month
in
which a Distribution Date (as hereinafter defined) occurs (or, with respect
to
the first accrual period, the Closing Date) to and including the 24th day
of the
calendar month in which that Distribution Date occurs on the Certificate
Principal Balance hereof at a per annum rate equal to the Pass-Through Rate
set
forth above and as further described in the Agreement. The Securities
Administrator will distribute on the 25th day of each month, or, if such
25th
day is not a Business Day, the immediately following Business Day (each,
a
“Distribution Date”), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the Business Day immediately preceding such Distribution Date,
an
amount equal to the product of the Percentage 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 Certificate
Principal Balance of this Class of Certificates will be reduced to
zero.]
[For
Class B-4] [Interest on this Certificate will accrue from and including the
immediately preceding Distribution Date (or with respect to the First
Distribution Date, the Closing Date) to and including the day prior to the
current Distribution Date on the Certificate Principal Balance hereof at
a per
annum rate equal to the Pass-Through Rate set forth above. The Securities
Administrator 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 month immediately preceding the
month
of such Distribution date so long as this Certificate remains in non book-entry
form (and otherwise, the close of business on the Business Day immediately
preceding such Distribution Date) an amount equal to the product of the
Percentage 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 following the latest scheduled maturity
date
of any Mortgage Loan.]
Distributions
on this Certificate will be made by the Securities Administrator 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 Securities Administrator in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Securities Administrator of the pendency of
such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Securities Administrator for that purpose
and
designated in such notice. The Initial Certificate Principal Balance of this
Certificate is set forth above. The Certificate Principal Balance hereof
will be
reduced to the extent of distributions allocable to principal hereon and
any
Realized Losses allocable hereto.
[For
Class B-4] [No transfer of this Class B-4 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
7.02
of the Agreement. In the event that such transfer is to be made the Securities
Administrator shall register such transfer if, (i) made to a transferee who
has
provided the Securities Administrator with evidence as to its QIB status;
or
(ii) (A) the transferor has advised the Securities Administrator in writing
that
the Certificate is being transferred to an Institutional Accredited Investor
and
(B) prior to such transfer the transferee furnishes to the Securities
Administrator 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 Securities Administrator 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.]
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
Each
holder of a Certificate or beneficial ownership shall be deemed to have made
the
representations set forth in section 7.02(b) of the Agreement.
[For
Class B-4] [This Certificate may not be acquired directly or indirectly by,
or
on behalf of, an employee benefit plan or other retirement arrangement which
is
subject to Title I of the Employee Retirement Income Security Act of 1974,
as
amended, or Section 4975 of the Internal Revenue Code of 1986, as amended,
unless the transferee certifies or represents that the proposed transfer
and
holding of a Certificate and the servicing, management and operation of the
trust and its assets: (i) will not result in any prohibited transaction which
is
not covered under an individual or class prohibited transaction exemption,
including, but not limited to, Prohibited Transaction Exemption (“PTE”) 84-14,
XXX 00-00, XXX 00-0, XXX 95-60 or PTE 96-23 and (ii) will not give rise to
any
additional obligations on the part of the Depositor, the Master Servicer,
the
Securities Administrator or the Trustee, which will be deemed represented
by an
owner of a Book-Entry Certificate or a Global Certificate, or an Opinion
of
Counsel specified in section 7.02 of the Agreement is provided. This Certificate
is one of a duly authorized issue of Certificates designated as set forth
on the
face hereof (the “Certificates”). The Certificates, in the aggregate, evidence
the entire beneficial ownership interest in the Trust Fund formed pursuant
to
the Agreement.]
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that the Trustee
or the
Securities Administrator 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 and the Securities Administrator.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Class or Classes
of
Certificates affected thereby evidencing over 50% of the Voting Rights of
such
Class or Classes. 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 Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator 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 Percentage 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 Percentage 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 Securities Administrator 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 Securities Administrator,
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 Securities Administrator, 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 (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) 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 related assets of the Trust Fund in accordance with
the
terms of the Agreement. Such optional repurchase may be made only on or after
the earlier of (i) the first Distribution Date on which the aggregate Stated
Principal Balance of the Mortgage Loans is less than or equal to 20% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date
and (ii) the Distribution Date in April 2016. 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 specified in the
Agreement.
Unless
this Certificate has been countersigned by an authorized signatory of the
Securities Administrator 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 Securities Administrator has caused this Certificate
to be
duly executed.
Dated: April 28, 2006 |
XXXXX
FARGO BANK, NATIONAL
ASSOCIATION,
as
Securities Administrator
|
|
|
|
|
By: | ||
|
||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class B-[1][2][3][4] Certificates referred to in the within-mentioned
Agreement.
XXXXX
FARGO BANK, NATIONAL
ASSOCIATION,
as Securities Administrator
|
||
|
|
|
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 Percentage Interest evidenced by
the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
|
|
Dated:
|
||
|
||
Signature
by or on behalf of assignor
|
|
|
|
|
||
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
This
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
|
,
|
||||
for
the account of
|
,
|
||||
account
number___________, or, if mailed by check, to
|
,
|
||||
Applicable
statements should be mailed to
|
,
|
||||
.
|
This
information is provided by
|
,
|
|||
the
assignee named above, or
|
,
|
|||
as
its agent.
|
EXHIBIT
A-4
FORM
OF CLASS
C CERTIFICATEs
SOLELY
FOR
U.S.
FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN
A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF
1933, AS AMENDED (THE “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
ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE
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 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) (OR ANY ENTITY IN WHICH ALL OF
THE
EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER THE ACT
PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE
FORM
PROVIDED IN THE AGREEMENT (as defined below) AND (B) THE RECEIPT BY THE
SECURITIES ADMINISTRATOR OF AN OPINION OF COUNSEL AS TO COMPLIANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES.
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER (I) A CERTIFICATION PURSUANT TO SECTION 7.02(b) OF THE AGREEMENT
OR (II) AN OPINION OF COUNSEL PURSUANT TO 7.02(b) OF THE AGREEMENT, SATISFACTORY
TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE AND HOLDING OF THIS
CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR
RESULT
IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF
THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER, THE SECURITIES
ADMINISTRATOR, OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION
TO
THOSE UNDERTAKEN IN THE AGREEMENT.
Certificate
No. 1
|
Percentage
Interest: 100%
|
Class
C
|
Variable
Pass-Through Rate
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
April
1, 2006
|
Aggregate
Certificate Notional Amount of this
Certificate
as of the Cut-off Date:
$[____________]
|
First
Distribution Date:
May
25, 2006
|
Initial
Certificate Notional Amount of this
Certificate
as of the Cut-off Date:
$[____________]
|
Master
Servicer:
Xxxxx
Fargo Bank, National Association
|
CUSIP:
[_______________]
|
Assumed
Final Distribution Date:
May
25, 2036
|
|
ASSET-BACKED
CERTIFICATE
SERIES
2006-AC3
evidencing
a percentage interest in the distributions allocable to the Class C Certificates
with respect to a Trust Fund consisting primarily of a pool of conventional,
one- to four-family, fixed interest rate mortgage loans sold by BEAR XXXXXXX
ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer, the Trustee or the Securities Administrator 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 Bear Xxxxxxx Asset Backed Securities I LLC, the
Master
Servicer, the Trustee or the Securities Administrator or any of their affiliates
or any other person. None of Bear Xxxxxxx Asset Backed Securities I LLC,
the
Master Servicer or any of their affiliates will have any obligation with
respect
to any certificate or other obligation secured by or payable from payments
on
the Certificates.
This
certifies that [________________] is the registered owner of the Percentage
Interest evidenced hereby in the beneficial ownership interest of Certificates
of the same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, first lien, fixed rate mortgage loans secured
by
one- to four- family residences (collectively, the “Mortgage Loans”) sold by
Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were
sold by EMC Mortgage Corporation (“EMC”) to BSABS X. Xxxxx Fargo Bank, National
Association 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 BSABS I, as depositor (the “Depositor”), EMC Mortgage
Corporation, as sponsor and company, Xxxxx Fargo Bank, National Association,
as
Master Servicer and securities administrator (the “Securities Administrator”)
and U.S. Bank National Association, as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
The
Securities Administrator 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 day (or if such last day is not a Business
Day, the Business Day immediately preceding such last day) of the calendar
month
immediately preceding the month in which the Distribution Date occurs, an
amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amounts 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 following the latest scheduled maturity date
of
any Mortgage Loan.
Distributions
on this Certificate will be made by the Securities Administrator 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 Securities Administrator in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Securities Administrator of the pendency of
such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Securities Administrator for that purpose
and
designated in such notice.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933,
as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Securities Administrator shall require receipt of (i) if such transfer is
purportedly being made in reliance upon Rule 144A under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the
transfer, and from such Holder’s prospective transferee, substantially in the
forms attached to the Agreement as Exhibit D and either Exhibit E or Exhibit
F,
as applicable, and (ii) in all other cases, an Opinion of Counsel satisfactory
to it that such transfer may be made without such registration or qualification
(which Opinion of Counsel shall not be an expense of the Trust Fund or of
the
Depositor, the Trustee, the Securities Administrator or the Master Servicer
in
their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder’s prospective transferee upon which such Opinion of
Counsel is based. Neither the Depositor nor the Securities Administrator
is
obligated to register or qualify the Class of Certificates specified on the
face
hereof under the 1933 Act or any other securities law or to take any action
not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Securities Administrator, the Depositor, the Seller and the
Master
Servicer against any liability that may result if the transfer is not so
exempt
or is not made in accordance with such federal and state laws.
No
transfer of this Certificate shall be made to any person, unless the transferee
provides either (i) a certification pursuant to section 7.02(b) of the Agreement
or an (ii) Opinion of Counsel pursuant to section 7.02(b) of the Agreement,
satisfactory to the Securities Administrator that the purchase and holding
of
this Certificate are permissible under applicable law, will not constitute
or
result in any non-exempt prohibited transactions under Section 406 ERISA
or
Section 4975 of the Code and will not subject the Trustee, Master Servicer,
the
Securities Administrator, or the Depositor to any obligation or liability
in
addition to those undertaken in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that the Trustee
or the
Securities Administrator 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 and the Securities Administrator.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Class or Classes
of
Certificates affected thereby evidencing over 50% of the Voting Rights of
such
Class or Classes. 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 Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator 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 Percentage 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 Percentage 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 Securities Administrator 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 Securities Administrator
and
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 Securities Administrator, 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 (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) 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 related assets of the Trust Fund in accordance with
the
terms of the Agreement. Such optional repurchase may be made only on or after
the earlier of (i) the first Distribution Date on which the aggregate Stated
Principal Balance of the Mortgage Loans is less than or equal to 20% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date
and (ii) the Distribution Date in April 2016. 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 specified in the
Agreement.
Unless
this Certificate has been countersigned by an authorized signatory of the
Securities Administrator 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 Securities Administrator has caused this Certificate
to be
duly executed.
Dated:
April 28, 2006
|
XXXXX
FARGO BANK, NATIONAL
ASSOCIATION,
as
Securities Administrator
|
|
|
|
|
By: | ||
|
||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class C Certificates referred to in the within-mentioned
Agreement.
XXXXX
FARGO BANK, NATIONAL
ASSOCIATION,
as
Securities Administrator
|
||
|
|
|
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 Percentage Interest evidenced by
the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
|
|
Dated:
|
||
|
||
Signature
by or on behalf of assignor
|
|
|
|
|
||
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
This
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
|
,
|
||||
for
the account of
|
,
|
||||
account
number___________, or, if mailed by check, to
|
,
|
||||
Applicable
statements should be mailed to
|
,
|
||||
.
|
This
information is provided by
|
,
|
|||
the
assignee named above, or
|
,
|
|||
as
its agent.
|
EXHIBIT
A-5
FORM
OF CLASS P CERTIFICATES
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986 (THE “CODE”).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF
THE
CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL
BE
DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES
ADMINISTRATOR NAMED HEREIN.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF
1933, AS AMENDED (THE “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
ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE
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 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) (OR ANY ENTITY IN WHICH ALL OF
THE
EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER THE ACT
PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE ACT, SUBJECT TO (A) THE
RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY IN THE
FORM
PROVIDED IN THE AGREEMENT (AS DEFINED BELOW) AND (B) THE RECEIPT BY THE
SECURITIES ADMINISTRATOR OF AN OPINION OF COUNSEL AS TO COMPLIANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES.
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER (I) A CERTIFICATION PURSUANT TO SECTION 7.02(b) OF THE AGREEMENT
OR (II) AN OPINION OF COUNSEL PURSUANT TO 7.02(b) OF THE AGREEMENT, SATISFACTORY
TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE AND HOLDING OF THIS
CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR
RESULT
IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF
THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER, THE SECURITIES
ADMINISTRATOR, OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION
TO
THOSE UNDERTAKEN IN THE AGREEMENT.
Certificate
No.1
|
Percentage
Interest: 100%
|
Class
P
|
|
Date
of Pooling and Servicing Agreement and
Cut-off
Date:
April
1, 2006
|
Aggregate
Initial Certificate Principal Balance
of
this Certificate as of the Cut-off Date:
$100.00
|
First
Distribution Date:
May
25, 2006
|
Initial
Certificate Principal Balance of this
Certificate
as of the Cut-off Date:
$100.00
|
Master
Servicer:
Xxxxx
Fargo Bank, National Association
|
CUSIP:
[_________________]
|
Assumed
Final Distribution Date:
May
25, 2036
|
ASSET-BACKED
CERTIFICATE
SERIES
2006-AC3
evidencing
a percentage interest in the distributions allocable to the Class P Certificates
with respect to a Trust Fund consisting primarily of a pool of conventional,
one- to four-family, fixed interest rate mortgage loans sold by BEAR XXXXXXX
ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer, the Trustee or the Securities Administrator 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 Bear Xxxxxxx Asset Backed Securities I LLC, the
Master
Servicer, the Trustee or the Securities Administrator or any of their affiliates
or any other person. None of Bear Xxxxxxx Asset Backed Securities I LLC,
the
Master Servicer or any of their affiliates will have any obligation with
respect
to any certificate or other obligation secured by or payable from payments
on
the Certificates.
This
certifies that [________________] is the registered owner of the Percentage
Interest evidenced hereby in the beneficial ownership interest of Certificates
of the same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, first lien, fixed rate mortgage loans secured
by
one- to four- family residences (collectively, the “Mortgage Loans”) sold by
Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were
sold by EMC Mortgage Corporation (“EMC”) to BSABS X. Xxxxx Fargo Bank, National
Association 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 BSABS I, as depositor (the “Depositor”), EMC Mortgage
Corporation, as sponsor and company, Xxxxx Fargo Bank, National Association,
as
Master Servicer and securities administrator (the “Securities Administrator”)
and U.S. Bank National Association, as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
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
Securities Administrator 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.
The
Securities Administrator 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 day (or if such last day
is
not a Business Day, the Business Day immediately preceding such last day)
of the
calendar month immediately preceding the month in which the Distribution
Date
occurs, an amount equal to the product of the Percentage Interest evidenced
by
this Certificate and the amounts 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 following the latest
scheduled maturity date of any Mortgage Loan.
Distributions
on this Certificate will be made by the Securities Administrator 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 Securities Administrator in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Securities Administrator of the pendency of
such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Securities Administrator for that purpose
and
designated in such notice.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933,
as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Securities Administrator shall require receipt of (i) if such transfer is
purportedly being made in reliance upon Rule 144A under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the
transfer, and from such Holder’s prospective transferee, substantially in the
forms attached to the Agreement as Exhibit D and either E or F, as applicable,
and (ii) in all other cases, an Opinion of Counsel satisfactory to it that
such
transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor,
the
Trustee, the Securities Administrator or the Master Servicer in their respective
capacities as such), together with copies of the written certification(s)
of the
Holder of the Certificate desiring to effect the transfer and/or such Holder’s
prospective transferee upon which such Opinion of Counsel is based. Neither
the
Depositor nor the Securities Administrator is obligated to register or qualify
the Class of Certificates specified on the face hereof under the 1933 Act
or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration
or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Securities Administrator,
the
Depositor, the Sponsor and the Master Servicer against any liability that
may
result if the transfer is not so exempt or is not made in accordance with
such
federal and state laws.
No
transfer of this Certificate shall be made to any person, unless the transferee
provides either (i) a certification pursuant to section 7.02(b) of the Agreement
or an (ii) Opinion of Counsel pursuant to section 7.02(b) of the Agreement,
satisfactory to the Securities Administrator that the purchase and holding
of
this Certificate are permissible under applicable law, will not constitute
or
result in any non-exempt prohibited transactions under Section 406 ERISA
or
Section 4975 of the Code and will not subject the Trustee, Master Servicer,
the
Securities Administrator, or the Depositor to any obligation or liability
in
addition to those undertaken in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that the Trustee
or the
Securities Administrator 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 and the Securities Administrator.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Class or Classes
of
Certificates affected thereby evidencing over 50% of the Voting Rights of
such
Class or Classes. 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 Securities
Administrator
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies maintained by the Securities Administrator for such purposes, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Securities Administrator 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
Percentage 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 Percentage 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 Securities Administrator 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 Securities Administrator,
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 Securities Administrator, 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 (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) 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 related assets of the Trust Fund in accordance with
the
terms of the Agreement. Such optional repurchase may be made only on or after
the earlier of (i) the first Distribution Date on which the aggregate Stated
Principal Balance of the Mortgage Loans is less than or equal to 20% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date
and (ii) the Distribution Date in April 2016. 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 specified in the
Agreement.
Unless
this Certificate has been countersigned by an authorized signatory of the
Securities Administrator 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 Securities Administrator has caused this Certificate
to be
duly executed.
Dated:
April 28, 2006
|
XXXXX
FARGO BANK, NATIONAL
ASSOCIATION,
as
Securities Administrator
|
|
|
|
|
Date: | By: | |
|
||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class P Certificates referred to in the within-mentioned
Agreement.
XXXXX
FARGO BANK, NATIONAL
ASSOCIATION,
as
Securities Administrator
|
||
|
|
|
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 Percentage Interest evidenced by
the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
|
|
Dated:
|
||
|
||
Signature
by or on behalf of assignor
|
|
|
|
|
||
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
This
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
|
,
|
||||
for
the account of
|
,
|
||||
account
number___________, or, if mailed by check, to
|
,
|
||||
Applicable
statements should be mailed to
|
,
|
||||
.
|
This
information is provided by
|
,
|
|||
the
assignee named above, or
|
,
|
|||
as
its agent.
|
EXHIBIT
A-6
FORM
OF CLASS R-[1][2][3] CERTIFICATES
THIS
CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
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”).
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER (I) A CERTIFICATION PURSUANT TO SECTION 7.02(b) OF THE AGREEMENT
(AS DEFINED BELOW) OR (II) AN OPINION OF COUNSEL PURSUANT TO 7.02(b) OF THE
AGREEMENT, SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE
AND
HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION
406
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER,
THE
SECURITIES ADMINISTRATOR, OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY
IN
ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF
THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE SECURITIES
ADMINISTRATOR 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) NO PURPOSE OF SUCH TRANSFER
IS
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, (3) SUCH TRANSFEREE SATISFIES
CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
PROPOSED TRANSFEREE AND (4) SUCH TRANSFEREE IS A UNITED STATES PERSON.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION
OR
AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER
AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON
THIS
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.
Certificate
No.1
|
|
Class
R-[_]
|
|
Percentage
Interest: 100%
|
|
Date
of Pooling and Servicing Agreement and
Cut-off
Date:
April
1, 2006
|
|
First
Distribution Date:
May
25, 2006
|
|
Master
Servicer:
Xxxxx
Fargo Bank, National Association
|
|
CUSIP:
[____________]
|
|
Assumed
Final Distribution Date:
May
25, 2036
|
ASSET-BACKED
CERTIFICATE
SERIES
2006-AC3
evidencing
a percentage interest in the distributions allocable to the Class R-[_]
Certificates with respect to a Trust Fund consisting primarily of a pool
of
conventional, one- to four-family, fixed interest rate mortgage loans sold
by
BEAR XXXXXXX ASSET BACKED SECURITIES I LLC.
This
Certificate is payable solely from the assets of the Trust Fund, and does
not
represent an obligation of or interest in Bear Xxxxxxx Asset Backed Securities
I
LLC, the Master Servicer, the Trustee or the Securities Administrator 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 Bear Xxxxxxx Asset Backed Securities I LLC, the
Master
Servicer, the Trustee or the Securities Administrator or any of their affiliates
or any other person. None of Bear Xxxxxxx Asset Backed Securities I LLC,
the
Master Servicer or any of their affiliates will have any obligation with
respect
to any certificate or other obligation secured by or payable from payments
on
the Certificates.
This
certifies that [________________] is the registered owner of the Percentage
Interest evidenced hereby in the beneficial ownership interest of Certificates
of the same Class as this Certificate in a trust (the “Trust Fund”) generally
consisting of conventional, first lien, fixed rate mortgage loans secured
by
one- to four- family residences (collectively, the “Mortgage Loans”) sold by
Bear Xxxxxxx Asset Backed Securities I LLC (“BSABS I”). The Mortgage Loans were
sold by EMC Mortgage Corporation (“EMC”) to BSABS X. Xxxxx Fargo Bank, National
Association 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 BSABS I, as depositor (the “Depositor”), EMC Mortgage
Corporation, as sponsor and company, Xxxxx Fargo Bank, National Association,
as
Master Servicer and securities administrator (the “Securities Administrator”)
and U.S. Bank National Association, as trustee (the “Trustee”), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein shall have the meaning
ascribed to them in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound.
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
Securities Administrator 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.
The
Securities Administrator 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 day (or if such last day is not a Business
Day, the Business Day immediately preceding such last day) of the calendar
month
immediately preceding the month in which the Distribution Date occurs, an
amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amounts 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 following the latest scheduled maturity date
of
any Mortgage Loan.
Distributions
on this Certificate will be made by the Securities Administrator 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 Securities Administrator in writing as specified in the Agreement.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Securities Administrator of the pendency of
such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Securities Administrator for that purpose
and
designated in such notice.
No
transfer of this Certificate shall be made to any person, unless the transferee
provides either (i) a certification pursuant to section 7.02(b) of the Agreement
or an (ii) Opinion of Counsel pursuant to section 7.02(b) of the Agreement,
satisfactory to the Securities Administrator that the purchase and holding
of
this Certificate are permissible under applicable law, will not constitute
or
result in any non-exempt prohibited transactions under Section 406 ERISA
or
Section 4975 of the Code and will not subject the Trustee, Master Servicer,
the
Securities Administrator, or the Depositor to any obligation or liability
in
addition to those undertaken in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust
Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the Trust Fund for payment hereunder and that the Trustee
or the
Securities Administrator 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 and the Securities Administrator.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of the Class or Classes
of
Certificates affected thereby evidencing over 50% of the Voting Rights of
such
Class or Classes. Any such consent by the 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 Securities
Administrator upon surrender of this Certificate for registration of transfer
at
the offices or agencies maintained by the Securities Administrator for such
purposes, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator 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 Percentage 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 Percentage 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 Securities Administrator 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 Securities Administrator,
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
Depositor, the Master Servicer, the Securities Administrator, 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 (A) the maturity or other liquidation (or Advance with respect thereto)
of
the last Mortgage Loan remaining in the Trust Fund and disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (B) 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 related assets of the Trust Fund in accordance with
the
terms of the Agreement. Such optional repurchase may be made only on or after
the earlier of (i) the first Distribution Date on which the aggregate Stated
Principal Balance of the Mortgage Loans is less than or equal to 20% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date
and (ii) the Distribution Date in April 2016. 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 specified in the
Agreement.
Unless
this Certificate has been countersigned by an authorized signatory of the
Securities Administrator 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 Securities Administrator has caused this Certificate
to be
duly executed.
Dated:
April 28, 2006
|
XXXXX
FARGO BANK, NATIONAL ASSOCIATION,
as
Securities Administrator
|
||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class R-[_] Certificates referred to in the within-mentioned
Agreement.
XXXXX
FARGO BANK, NATIONAL
ASSOCIATION,
as
Securities Administrator
|
|||||||||||||
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 Percentage Interest evidenced by
the
within Asset-Backed Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of
the
Trust Fund.
I
(We)
further direct the Certificate Registrar to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
|
|
|
Dated: | ||
|
||
Signature
by or on behalf of assignor
|
|
|
|
|
||
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
This
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
|
,
|
||||
for
the account of
|
,
|
||||
account
number___________, or, if mailed by check, to
|
,
|
||||
Applicable
statements should be mailed to
|
,
|
||||
.
|
This
information is provided by
|
,
|
|||
the
assignee named above, or
|
,
|
|||
as
its agent.
|
EXHIBIT
B
MORTGAGE
LOAN SCHEDULE
CITY1 STATE ZIP_CODE PROPTYPE --------------------------------------------------------------------------------------------------------------- XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family Seymour IN 47274 Single Family XXXXXX XX 00000 Single Family XXXXXX XXXX XX 00000 Single Family CICERO IN 46034 Single Family XXXXX XXX XXXXX XX 00000 Single Family XXXX XXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXX XXXXX XX 00000 PUD XXXXXXXXXX XX 00000 PUD XXXXXXXXXX XX 00000 PUD XXXXXXX XX 00000 Condominium XXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 PUD XXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family Xxxxx Xxxxxxx XX 00000 PUD XXXXXX XX 00000 Single Family Xxxxxx XX 00000 Single Family XXXXX XX 00000 PUD XXXXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXX XXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 PUD MOUNTAIN TOP PA 18707 Single Family XXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 2-4 Family XXXXXX XX 00000 Single Family Xxxxxxxxx XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXXX XX 00000 PUD XXXXXX XX 00000 Single Family XXX XXXXXXX XX 00000 Single Family XXXXXXXXXXX XX 00000 Single Family Xxxxx Xxxxx XX 00000 Single Family Xxxxxxxxxxxxx XX 00000 Single Family Xxxxxx XX 00000 Single Family Xxxxxx XX 00000 Single Family XXXXXXXXXX XXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 PUD XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Condominium XXXXXX XXXX XX 00000 Single Family Xxxxxxxxx XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXXXXXX XX 00000 PUD Xxx Xxxxxx XX 00000 Single Family XXXXXX XX 00000 Single Family Xxxxxxx Xxxxxxx XX 00000 Single Family XXX XXXXXXX XXXXX XX 00000 Condominium XXXXXXXXX XXXX XX 00000 Single Family XXXXXXXXX XX 00000 Condominium XXXXXXXX XX 00000 Single Family Xxxxxxxx XX 00000 2-4 Family XXXXXXXXXX XX 00000 Condominium XXXXXXXX XXXXXXX XX 00000 Single Family XXX XXXXXXX XX 00000 2-4 Family XXXX XX 00000 2-4 Family XXXXXX XX 00000 PUD XXXXXXX XX 00000 PUD SAFETY XXXXXX XX 00000 Single Family Xxxxxxx XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXX XXXXXX XX 00000 Single Family XXXXXXX XX 00000 Condominium XXXXXXXXX XX 00000 2-4 Family XXXX XXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXX XX 00000 2-4 Family XXXXXXX XX 00000 2-4 Family XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 PUD XXXXXXXX XX 00000 Single Family XXXX XXXX XXXX XX 00000 Single Family XXXXXXXXXXXX XX 00000 2-4 Family XXXX XX 00000 2-4 Family XXXXXX XXXX XX 00000 Condominium XXXXX XX 00000 Single Family XXXXX XX 00000 2-4 Family XXXX XXXX XX 00000 Single Family XXXXX XXXXXXXX XX 00000 Single Family TAKOMA PARK MD 20912 2-4 Family XXXXXXX XX 00000 2-4 Family XXXXXXXX XX 00000 2-4 Family XXXXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 2-4 Family XXXXXXX XX 00000 Condominium XXXXXXXXX XX 00000 CO-OP XXXX XX 00000 2-4 Family XXXXXXX XX 00000 2-4 Family XXXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 PUD XXXXXXXX XX 00000 2-4 Family Xxxxxxxxxx XX 00000 Single Family XXXX XX 00000 PUD XXXXXXX XX 00000 2-4 Family XXXXXXXX XXXXX XX 00000 Single Family XXX XXXXX XX 00000 Single Family XXXXXX XXXX XX 00000 Single Family XXX XXXXX XX 00000 PUD XXXXXXXXX XX 00000 Single Family XXXXXXX XXXXX XX 00000 Single Family XXXX XXXXX XX 00000 Single Family XXXXXXXXX XX 00000 PUD XXXXXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 PUD XXXXXXX XX 00000 Condominium XXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 2-4 Family XXXXXXXXXX XX 00000 PUD BOILING XXXXXXX XX 00000 2-4 Family Xxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 2-4 Family XXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXX XXXXXX XX 00000 PUD XXXXXXX XX 00000 Condominium XXXXXXXX XXXXX XX 00000 Single Family XXXXX XX 00000 PUD XXXXXXXXX XX 00000 PUD XXXXXXXX XXXXXXX XX 00000 Single Family XXXX XXXXX XX 00000 Single Family Xxxxxxxxxxxxxx XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXX XXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 2-4 Family XXXXXX XX 00000 Single Family XXXXXX XXXX XXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family Xxxxxxxxx XX 00000 PUD XXXX XXXXXXXXXX XX 00000 2-4 Family XXXX XX 00000 PUD XXXXXXX XX 00000 2-4 Family XXXXXXX XX 00000 Single Family Xxxxxxxxxxxx XX 00000 Single Family XXXXXXXXXXX XX 00000 Single Family Xxxxxxxxxx XX 00000 Condominium XXXXXXXXXX XX 00000 Condominium XXXXXXXXXX XX 00000 Single Family Xxxxxxxxxxxxx XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXX XX 00000 PUD XXXXXXXX XXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 PUD XXXXXXXXXX XX 00000 PUD XXXXXX XX 00000 Condominium XXXXXX XX 00000 Single Family Xxxxxxxxx XX 00000 2-4 Family XXXX XX 00000 Single Family XXXXXX XXXXX XX 00000 PUD XXXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 PUD XXXXXXXX XX 00000 Single Family Xxxxxxxxx XX 00000 Single Family XXXXX XXXXX XX 00000 PUD XXXXXXXX XX 00000 PUD XXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 PUD XXXXXXXXXXXXX XX 00000 PUD XXXXXXX XX 00000 Single Family XXXX XXXXX XX 00000 PUD XXXXX XXXXX XX 00000 Single Family XXXX XXXXXXXXXX XX 00000 Single Family Flowery Branch GA 30542 PUD XXXXX XXXXX XX 00000 Condominium Xxxxxxxx XX 00000 2-4 Family XXXXXXXX XXXXX XX 00000 PUD XXXXXXX XX 00000 Single Family XXXXX XXXXX XX 00000 2-4 Family XXXXXX XXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family Xxxxxx XX 00000 PUD XXXXXXXX XX 00000 Single Family XXXXXX XXXX XXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXX XX 00000 Condominium XXXXXX XX 00000 2-4 Family XXXXXXXXXX XX 00000 Single Family XXXX XXXXX XXXXX XX 00000 Single Family Xxxxxx XX 00000 2-4 Family XXXXXXXXXX XX 00000 Condominium XXXXXXXXX XX 00000 2-4 Family XXXXXX XX 00000 PUD XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 PUD XXXXX XX 00000 PUD XXXXX XX 00000 PUD XXXXXXX XX 00000 Single Family XXXX XX 00000 2-4 Family XXXXX XX 00000 PUD XXXXXXXXXX XX 00000 2-4 Family XXXXXXX XX 00000 Single Family Xxxxxxx XX 00000 Single Family XXXXXXX XX 00000 2-4 Family XXXXXXX XXXX XX 00000 2-4 Family XXXXXXXXX XX 00000 2-4 Family XXXXXXX XX 00000 2-4 Family XXXXX XX 00000 Single Family XXXXXXX XX 00000 2-4 Family XXXXXXX XX 00000 Single Family XXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXX XXXXXX XX 00000 Condominium XXXXX XXXXX XXXXXX XX 00000 Single Family XXXXX XX 00000 Single Family Xxxx Xxxx XX 00000 2-4 Family XXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 PUD XXXXXXXXXX XX 00000 PUD XXXXX XXXXXXXXXX XX 00000 Single Family XXXXXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 PUD VISTA CA 92083 PUD XXXXX XXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXX XXXXXX XX 00000 PUD XXXXX XX 00000 PUD XXXXXXXXX XX 00000 Single Family XXXXXXX XXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXX XX 00000 2-4 Family XXXXXXXX XX 00000 PUD XXXXXXXXXXXX XX 00000 2-4 Family XXXXXXXXX XX 00000 PUD XXXXXX XX 00000 Single Family XXXXXXXX XX 00000 PUD XXXXXXXX XX 00000 PUD XXXXXXX XX 00000 2-4 Family XXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 PUD XXXXXXXX XX 00000 2-4 Family XXXXXXXXXX XX 00000 Single Family XXXXX XX 00000 Single Family XXXXX XX 00000 Single Family XXXXXXXX XX 00000 2-4 Family Xxxxxxxxx XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXX XXXXXXX XX 00000 2-4 Family Xxxxxxx XX 00000 0-0 Xxxxxx XXXX X XXXXX XX 00000 PUD XXXXXX XXXX XX 00000 Single Family XXXXXX XX 00000 2-4 Family XXXXXX XXXX XX 00000 2-4 Family XXXXXXXXX XXXXX XX 00000 Single Family XXXXXXXXX XX 00000 2-4 Family XXXXXXX XX 00000 Single Family XXXXXX XX 00000 2-4 Family XXX XXXXX XX 00000 PUD XXXXXXX XX 00000 2-4 Family Xxxxxxx XX 00000 2-4 Family Xxxxxxxxxx XX 00000 2-4 Family XXXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXX XXXX XXXX XX 00000 PUD XXXXXXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXX XX 00000 PUD XXXXXXXXX XX 00000 2-4 Family Xxxxxxxxxx XX 00000 Single Family Xxxxxxxxxxx XX 00000 2-4 Family XXXXXXXX XX 00000 PUD XXXXXX XX 00000 PUD XXXXXXX XX 00000 Single Family Xxxxx Xxxxxxxxxx XX 00000 Single Family XXXXXXX XX 00000 Condominium XXX XXXXXXX XX 00000 Single Family XXXXX XXXXXXX XX 00000 2-4 Family XXXXX XX 00000 PUD XXXXXXXXX XX 00000 PUD XXXXXXXXXX XX 00000 2-4 Family XXXXXXXX XX 00000 2-4 Family XXXXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family Xxxxxxx XX 00000 PUD Xxxxxxx XX 00000 Single Family XXXXXXX XX 00000 PUD XXXXX XXXXXXXXXX XX 00000 2-4 Family XXXXXXXXXXXX XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family XXXXXXXXXXX XX 00000 PUD Xxxxxxxx XX 00000 2-4 Family XXXXXXXX XX 00000 2-4 Family XXXXXXXX XX 00000 2-4 Family XXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXX XXXXXX XX 00000 Single Family XXXXX XX 00000 2-4 Family XXXXXXXX XX 00000 PUD Xxxxxxxxxx XX 00000 Single Family XXXXXXXXXX XX 00000 2-4 Family Xxxxxx XX 00000 PUD XXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Condominium XXXXXXX XX 00000 2-4 Family XXXXXXXXXXXX XX 00000 Single Family XXXXX XX 00000 PUD XXXXXXX XX 00000 Single Family XXXXXXXXXXX XX 00000 2-4 Family XXXXX XX 00000 PUD XXXX XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Condominium XXXXXX XXXXXX XX 00000 2-4 Family XXXXXXX XX 00000 2-4 Family Xxxxxxxxx XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 PUD Xxxxxx XX 00000 2-4 Family Xxxxxxx XX 00000 Single Family XXXXXXXXX XX 00000 2-4 Family XXXXXXXXX XX 00000 2-4 Family XXXXXX XXXXXX XX 00000 Single Family XXXXX XXXXX XX 00000 PUD XXXXXX XX 00000 PUD XXXXXXXX XX 00000 PUD XXXXXXXXX XX 00000 PUD XXXXXXX XX 00000 PUD Xxxxxxxxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXX XXX XX 00000 Single Family XXXXXXXXXX XX 00000 Condominium XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXX XXXXX XXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXX XX 00000 Single Family XXXXXX XXXXX XX 00000 Single Family Xxxxxxxxx XX 00000 Single Family Xxxx Xxxxxxxxxxx XX 00000 2-4 Family XXXXXXXXXXXX XX 00000 2-4 Family XXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 2-4 Family XXXXXXX XX 00000 Condominium XXXXXXX XX 00000 PUD XXXXX XXXXXX XX 00000 Single Family XXX XXXXX XX 00000 Single Family XXXXX XX 00000 2-4 Family THE XXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 2-4 Xxxxxx XXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Condominium XXXXXXXXXXXX XX 00000 PUD Xxxxxxx XX 00000 Single Family XXXXXX XX 00000 Condominium XXX XXXX XX 00000 Single Family XXXXXXXXXXX XX 00000 Single Family XXXXXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXX XX 00000 PUD ROYAL XXXX XXXXX XX 00000 Single Family XXXXXXXX XX 00000 PUD XXXXXXXXX XX 00000 2-4 Family XXXXXXX XX 00000 Single Family XXXXX XX 00000 2-4 Family XXXXXXXX XX 00000 2-4 Family XXXXXX XXXXXX XX 00000 Single Family XXXXXXXXXXXX XX 00000 Single Family Xxxxxx XX 00000 2-4 Family XXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family Xxxxxx Xxxxxxx XX 00000 PUD XXXXX XX 00000 Single Family XXXXX XXXXX XX 00000 PUD XXXXX XX 00000 PUD XXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Condominium XXXX XX 00000 Single Family XXXXXXX XX 00000 2-4 Family XXXXXXX XX 00000 2-4 Family XXXXXXXX XX 00000 Condominium XXXXXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Condominium XXXXXXX XX 00000 PUD Xxxxxxxxx XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXXX XX 00000 PUD XXXXX XXXXX XX 00000 PUD XXXXXX XX 00000 PUD XXXXXX XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXXX XXXXX XX 00000 2-4 Family XXXXXXX XX 00000 2-4 Family XXXXXXX XX 00000 Single Family XXXXXXXXXXX XX 00000 PUD XXXXXXXXXX XX 00000 PUD XXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Condominium XXXXXX XXXXXXX XX 00000 Single Family XXXXX XX 00000 Single Family XXXXX XX 00000 2-4 Family XXXXX XXXXX XX 00000 PUD XXXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Condominium XXXXXXXXX XX 00000 Single Family XXXXXX XXXXXX XX 00000 PUD Xxxxx XX 00000 PUD XXXXX XX 00000 2-4 Family roxboro NC 27573 Single Family XXXXXXXXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXX XXXXX XX 00000 Single Family XXXXXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXX XXXXX XX 00000 Single Family XXXXXXXXXXXX XX 00000 PUD XXXXX XX 00000 2-4 Family XXXXXXXXXXXX XX 00000 Single Family XXXX XXXXX XX 00000 Single Family XXXX XXXXXX XX 00000 Single Family XXXX XXXXX XX 00000 PUD XXXXXX XXXXXX XX 00000 Condominium XXXXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXX XXXXXXX XX 00000 Single Family XXXXX XXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXX XX 00000 PUD XXXXXXX XX 00000 PUD XXXXXXXXXXX XX 00000 2-4 Family XXXXXXXX XX 00000 Single Family XXXXXXXXXXX XX 00000 Single Family XXXXXXXXX XXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXX XXXXXX XX 00000 Single Family Xxxxxxxxxx XX 00000 2-4 Family XXXXXXXX XX 00000 2-4 Family XXXXXXX XX 00000 PUD XXXXXXXX XX 00000 2-4 Family XXXXXXX XX 00000 Condominium XXXXXX XXXXXX XX 00000 PUD XXXXXXX XX 00000 PUD XXXXXXX XX 00000 Condominium XXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 2-4 Family XXXXXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family Xxxxxx Xxxxx XX 00000 PUD XXXXXX XXXXXX XX 00000 Single Family XXXXXXXX XXXXXX XX 00000 PUD XXXXXXX XXXXXX XX 00000 PUD XXXXXXXX XX 00000 PUD XXXXXXXXX XX 00000 Single Family Xxxxxxx XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXX XXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXX XXXX XXXXX XX 00000 PUD XXXXXX XX 00000 Single Family XXXXXXXXXXX XX 00000 Single Family XXXXXXXXXXX XX 00000 Single Family XXXXX XXXXX XX 00000 PUD XXXXXXXXXX XX 00000 Single Family XXXXXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXX XX 00000 PUD Xxxxxxxx XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 PUD XXXXXX XX 00000 Single Family XXXX XXXX XXXXX XX 00000 PUD Fall Xxxxx XX 00000 2-4 Family XXXXXX XX 00000 PUD XXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXX XX 00000 2-4 Family XXXXXX XXXX XXXXX XX 00000 Single Family Xxxxxxxxx XX 00000 Single Family XXXXXXXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 PUD XXXXXXX XX 00000 Condominium XXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 PUD XXXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 2-4 Family XXXXXXXXX XX 00000 PUD XXX XXXXXXXX XX 00000 2-4 Family XXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 2-4 Family XXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXX XXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family Xxxxxxxxxxx XX 00000 PUD Xxxxxxxxxxx XX 00000 PUD Xxxxxxxxx XX 00000 PUD XXXX XXXX XXXX XX 00000 Single Family XXXXXXX XX 00000 2-4 Family XXXXXX XXXX XX 00000 Single Family Xxx Xxxxxx XX 00000 Condominium XXXXXXXXXX XX 00000 Single Family XXXX XXXX XX 00000 PUD Xxxxxxx Xxxxx XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXX XXXXX XX 00000 2-4 Family XXXX XXXXX XXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXX XXXXX XX 00000 2-4 Family XXXXX XX 00000 2-4 Family XXXXXXXX XX 00000 Condominium XXXXXX XXXX XX 00000 Single Family XXXXXX XXXX XX 00000 Single Family XXXXXXX XXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXX XXXXXXXXXX XX 00000 Single Family Xxxxxxxxx XX 00000 Single Family XXXXXX XX 00000 Single Family Xxxxxxx Xxxxx XX 00000 Single Family XXXXXXX XX 00000 Single Family Xxxxxxx Xxxxx XX 00000 Condominium Xxxxxxx Xxxxx XX 00000 Condominium XXXXXXXXX XX 00000 2-4 Family XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXX XXXXXX XX 00000 PUD XXXXXXXX XX 00000 2-4 Family XXXXX XXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family Xxxxxxx XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXX XX 00000 PUD Xxxxxxx XX 00000 Single Family Xxxxxxx Xxxxxx XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 2-4 Family XXX XXXXXXX XX 00000 Single Family XXXXX XX 00000 Condominium XXXXXXXXX XXXXX XX 00000 Single Family Xxxxxxxxx Xxxxx XX 00000 Condominium XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 PUD XXXX XXXX XX 00000 Single Family MADRAS OR 97741 PUD XXXXXX XXXX XX 00000 Single Family XXXXXX XX 00000 PUD XXX XXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Condominium XXXXXXX XX 00000 Condominium XXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Condominium XXXXXXX XX 00000 2-4 Family XXXXXX XX 00000 Condominium XXXXXXX XX 00000 PUD XXX XXXXX XX 00000 PUD XXXXXXXXX XX 00000 Condominium XXXXXX XX 00000 PUD XXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXXX XX 00000 PUD XXXXX XXXXXXXX XX 00000 Single Family Xxx Xxxxxxx XX 00000 2-4 Family XXXXXXXXXXX XX 00000 Single Family Xxxxxxx XX 00000 PUD XXXXXXXX XX 00000 Single Family XXX XXXXX XX 00000 PUD XXXXXXXXX XX 00000 Single Family Xxxxxxxxx XX 00000 Single Family XXXXXXXX XX 00000 2-4 Family XXXXXXXXXXX XX 00000 2-4 Family XXXXXX XX 00000 2-4 Family XXXXXXXX XX 00000 2-4 Family XXXXXXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 PUD XXXXX XXXX XX 00000 Single Family Xxxxxxx XX 00000 Single Family XXX XXXXXXX XX 00000 Condominium XXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXX XXXXXXX XX 00000 2-4 Family XXX XXXXXXX XX 00000 Single Family XXX XXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 2-4 Family XXXXXXX XX 00000 2-4 Family XXXXX XXXXX XX 00000 PUD XXXXXX XX 00000 Single Family Xxxxxxx XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXXX XXXX XX 00000 Single Family XXXXXXX XX 00000 Condominium XXXXXXXX XX 00000 PUD XXXXXXX XX 00000 Single Family XXXXXXXXXXX XX 00000 Single Family XXX XXXXX XX 00000 2-4 Family XXXXXXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 2-4 Family XXXXXXXXXX XX 00000 Single Family XXXXXXXXXXX XX 00000 2-4 Family XXXXXXXX XX 00000 Single Family XXXXX XX 00000 Condominium Buckeye AZ 85326 PUD XXXXX XXXXX XX 00000 Single Family XXXX XX 00000 Single Family Xxxxxxx XX 00000 2-4 Family XXXXXXXXXX XX 00000 Single Family Xxxxxxx XX 00000 Single Family Xxxxxxxxxxx XX 00000 Single Family XXXXXXXXXXXX XX 00000 2-4 Family Xxxxx Xxxxxxxx XX 00000 PUD XXXXXXXXX XX 00000 Single Family Xxxxxxxx XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXX XX 00000 Single Family XXXXX XXXXX XX 00000 Condominium XXXXXX XXXX XX 00000 2-4 Family XXXXX XXXXX XX 00000 2-4 Family XXXXXXXX XX 00000 PUD XXXXXX XX 00000 Single Family Xxxxxxxx XX 00000 Single Family XXXXXXXXXXX XX 00000 Single Family XXXXXXXXXXX XX 00000 Single Family XXX XXXX XX 00000 2-4 Family XXXXXXXXXXXXX XX 00000 Single Family Xxxxxxxxxxx XX 00000 Single Family HILTON XXXX XXXXXX XX 00000 Condominium XXXXXXX XX 00000 2-4 Family XXXXXXX XX 00000 Condominium XXXXXXXXXX XX 00000 Single Family XXXX XXXXXXXX XX 00000 2-4 Family XXXXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 2-4 Family XXX XXXXX XX 00000 Single Family XXXX XXXXXXXXXX XX 00000 Single Family XXXXX XXXXXX XX 00000 PUD XXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXX XXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXX XXXXXX XX 00000 Single Family XXXXXXX XXXX XXXXX XX 00000 Single Family Xxxxxxx XX 00000 2-4 Family Xxxxxxxx XX 00000 2-4 Family XXX XXXXXXX XX 00000 PUD XXXXXXXXXX XX 00000 2-4 Family XXXXX XX 00000 Single Family XXXXXXXX XX 00000 PUD XXXXXXX XX 00000 Single Family XXXX XXXXXX XX 00000 Single Family XXXXXXXXXXXX XX 00000 Single Family XXXX XXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 PUD Xxxx Xxx Xxxx XX 00000 2-4 Family XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 2-4 Family XXXXXX XX 00000 Condominium XXXXXXX XX 00000 Single Family XXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 2-4 Family XXXXXXXXX XX 00000 Single Family XXXXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 2-4 Family XXXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 PUD XXXXXXXXXXX XX 00000 Condominium XXXXXX XXXX XX 00000 Single Family XXXXXXXX XX 00000 PUD XXXXXX XXXXX XX 00000 PUD XXXXXXXX XX 00000 PUD RIDGELY MD 21660 Single Family XXXXX XXXXX XX 00000 Condominium XXXXXXXXXXXXXX XX 00000 PUD XXXXXXXXX XX 00000 Single Family XXX XXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family Xxxxxxx XX 00000 Single Family XXXXXXXXXXXX XX 00000 PUD Xxxxxxxxxx XX 00000 2-4 Family BRYANS ROAD MD 20616 PUD XXXXXXX XX 00000 PUD XXXXXXXXXXXX XX 00000 PUD XXXXXXX XX 00000 Single Family XXXXXX XX 00000 PUD XXXXXXXXX XX 00000 2-4 Family XXXXX XXXXX XX 00000 Single Family Xxxxxxx XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXX XX 00000 Single Family XXXXX XXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family ISLE OF PALMS SC 29451 Condominium XXXXXXXXXX XX 00000 Single Family XXXXX XXXXX XX 00000 Single Family XXXXXXXXX XX 00000 2-4 Family XXXXX XXX XXXXX XX 00000 PUD Xxxxxxxxx XX 00000 PUD XXXX XXXXX XX 00000 Condominium XXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family Xxxxxxxx XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXXXXXXXX XX 00000 Single Family Xxxxxxx XX 00000 Single Family Xxxx XX 00000 2-4 Family XXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 2-4 Family XXXXX XX 00000 Single Family XX XXXX XX 00000 Single Family XXXXX XXXXXX XX 00000 PUD XXXXX XX 00000 Single Family XXXXX XXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family Xxxx Xxxxx XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXX XXXXX XX 00000 PUD Xxxxxxxxxxxx XX 00000 Single Family XXXXXXXXXX XX 00000 Condominium XXXXXXX XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXX XXXXX XX 00000 Condominium XXXX XXXXXXXXX XXXXXXX XX 00000 Single Family XXXXXX XX 00000 2-4 Family XXXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 PUD XXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXX XX 00000 2-4 Family XX XXXX XX 00000 Single Family XXXXX XXXXX XXXXXX XX 00000 Condominium XXXXXXXXXX XX 00000 Condominium XXXXXXXXXX XX 00000 Condominium XXXXXXXXXX XX 00000 2-4 Family XXX XXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family XXXXXXXX XX 00000 PUD XXXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 2-4 Family Xxxxxx XX 00000 Single Family XXXX XXXXX XXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXX XXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XX XXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXXXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 2-4 Family XXXXXXXXXXXXX XX 00000 PUD XXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family Xxxxxxxx Xxxxx XX 00000 Condominium Xxxxxxxxx XX 00000 Single Family XXXXXXXXXX XX 00000 PUD XXXXXXX XX 00000 Single Family Xxxx Xxxxxxxxxx XX 00000 Single Family XXXX XXXXX XX 00000 PUD XXXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXX XXXXX XX 00000 2-4 Family XXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family Xxxxxxxx XX 00000 2-4 Family XXXXX XX 00000 PUD Xxxxxx XX 00000 Condominium XXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXX XX 00000 2-4 Family XXXXXXXXX XX 00000 PUD XXXXXXX XX 00000 Single Family XXXX XXXXX XX 00000 PUD XXXXXX XXXX XX 00000 Condominium XXXXXX XXXX XX 00000 Single Family XXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family Toms Xxxxx XX 00000 Single Family XXXXX XXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family Xxxxxx XX 00000 2-4 Family XXXXXXXX XXXXX XX 00000 Single Family XXXXX XXXXXX XX 00000 Single Family XXXXXXX XXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 2-4 Family Xxxxxxxxx XX 00000 Single Family Xxxxxx XX 00000 2-4 Family XXXXXX XX 00000 Condominium Xxxxxx XX 00000 Single Family XXXX XXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 PUD XXXX XXXXXX XX 00000 PUD XXXXXXXX XX 00000 PUD XXXXXX XX 00000 PUD XXXXXXXX XX 00000 PUD XXXXXXXX XX 00000 Single Family SHOW LOW AZ 85901 PUD Xxxxxxxxx XX 00000 PUD XXXXXXXX XXXX XX 00000 Single Family XXXXXXXXX XX 00000 2-4 Family XXXXXXX XX 00000 Single Family XXXXXX XXXXX XX 00000 Single Family EWING NJ 08618 Single Family XXX XXXXXXX XX 00000 Condominium XXXX XXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXXXXXXX XX 00000 Single Family XXXXX XX 00000 PUD XXXXXXXX XX 00000 PUD XXXXXXX XX 00000 Single Family XXXXX XX 00000 2-4 Family XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 PUD Xxxxxxx XX 00000 2-4 Family XXXXXXXXX XX 00000 2-4 Family XXXXXXXXX XX 00000 2-4 Family XXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXX XXXXXX XX 00000 2-4 Family XXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXX XXXXX XX 00000 2-4 Family Xxxxxx XX 00000 2-4 Family XXXXXXXX XX 00000 Single Family XXXXX XXXXX XX 00000 Condominium XXXXXXXX XXXXX XX 00000 Single Family XXXXXX XXXX XX 00000 Single Family XXXXX XX 00000 Single Family XXXXX XXXXX XX 00000 2-4 Family Xxxxxx XX 00000 Single Family XXXXXX XX 00000 2-4 Family XXXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXX XXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 2-4 Family XXXXX XXXXXX XX 00000 Single Family Xxxxxxxxx XX 00000 2-4 Family XXXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXXXXXXX XX 00000 PUD XXXXXXX XX 00000 2-4 Family XXXXXXXXXXXX XX 00000 Single Family XXXXX XXXX XX 00000 Single Family XXXXXXXXXX XX 00000 2-4 Family XXXXXXXXXX XX 00000 2-4 Family XXXXXXXX XX 00000 Single Family XXXXX XXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Condominium Xxxx Xxxxxx XX 00000 2-4 Family XXXXXXX XX 00000 Condominium XXXXXX XX 00000 Single Family XXXXXXX XX 00000 PUD Xxxxxxxxxx XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXX XXXX XX 00000 Single Family XXXXXXXXX XX 00000 PUD XXXX XXXXXX XX 00000 PUD NEW XXXXXX XX 00000 Condominium XXXXXX XXXX XX 00000 Single Family XXXXXX XX 00000 2-4 Family XXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 PUD Xxxxxxxxxx XX 00000 Single Family XXXXXXX XXXX XX 00000 Single Family XXX XXXXXXX XX 00000 Single Family XXXXX XX 00000 Single Family XXXXXXX XXXXXXX XX 00000 Single Family XXXXX XX 00000 PUD XXXXXX XXXXXXX XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXXXXXX XXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family BOILING XXXXXXX XX 00000 Single Family Xxxxxx XX 00000 Single Family XXXXX XX 00000 2-4 Family XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 2-4 Family XXXXX XX 00000 Single Family XXXXXXXXXXXX XX 00000 Single Family Xxxxxxxxxx XX 00000 PUD XXXXXX XX 00000 Single Family XXXXXXX XX 00000 Condominium XXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family X XXXXXXXXXXX XX 00000 PUD XXXX XX 00000 PUD XXXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XX XXXX XX 00000 Single Family Xxxxxxx XX 00000 2-4 Family XXXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXXX XXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXX XXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXX XXXXXXXXXX XX 00000 PUD XXXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 PUD XXXXXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXX XX 00000 PUD XXXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 2-4 Family Xxxxxxxxxxx XX 00000 Single Family XXXX XXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXX XXXXXXXXX XX 00000 Single Family NEW XXXXXX XX 00000 Single Family XXXXXX XXXXX XXXXXX XX 00000 Single Family XXX XXXXXXX XX 00000 Single Family XXXX XXXXX XXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXX XXXX XX 00000 2-4 Family XXXXX XXXXXXXXXX XX 00000 PUD XXXXXXXX XX 00000 2-4 Family XXXXXXXXX XX 00000 Single Family XXXXXXXXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XX XXXXXX XX 00000 Single Family XXXXX XXX XXXXX XX 00000 PUD XXXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family Xxxxxxx XX 00000 PUD XXXXXXXXX XX 00000 Single Family XXXXXXXXXXXX XX 00000 Single Family Xxxxxxxxxx XX 00000 PUD Xxx Xxxxxx XX 00000 2-4 Family XXXXXXX XX 00000 2-4 Family XXXXXXXXX XX 00000 Single Family XXXXX XX 00000 Single Family Xxxxx Xxxxx XX 00000 Single Family XXXXXXXXXXXX XX 00000 Single Family XXXXX XX 00000 Single Family XXXXXXX XX 00000 2-4 Family XXXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 2-4 Family XXXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 2-4 Family XXXXXXXX XX 00000 Single Family Xxxxxx Xxxxxxx XX 00000 PUD XXXXXXX XX 00000 Condominium XXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXX XXXXX XX 00000 PUD XXXXXXX XX 00000 Single Family XXXXX XX 00000 Condominium XXXXX XX 00000 Single Family XXXXXXXXXXX XX 00000 2-4 Family XXXXXXX XX 00000 Single Family XXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXX XXXXXX XX 00000 PUD XXXXXX XXXX XX 00000 2-4 Family XXXXXXX XX 00000 Single Family XXXXXXXXXXX XX 00000 Single Family XXXXXX XXXX XX 00000 2-4 Family XXXX XXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 PUD XXXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 PUD XXXXX XX 00000 Condominium XXX XXXXXX XX 00000 Single Family XXXXXX XXXX XX 00000 2-4 Family Xxxxxxxxxx XX 00000 Condominium XXXXXXXXXX XX 00000 Single Family XXXX XXXXXXXXXX XX 00000 2-4 Family XXXXXXX XXXX XX 00000 Single Family Xxxxxxx XX 00000 Single Family XXXXXX XXXXXX XX 00000 Single Family XXXX XXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family Xxxx XX 00000 PUD XXXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 2-4 Family XXXXXXXXXX XX 00000 PUD XXXX XXXXX XX 00000 Single Family Xxxxxxx XX 00000 Single Family XXXX XX 00000 Single Family XXXXXXXXXXXX XX 00000 Townhouse XXXXXXXX XX 00000 2-4 Family XXXXXXXXXX XX 00000 Single Family Xxxxxx XX 00000 Condominium Xxxxxxxxxx XX 00000 2-4 Family Xxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family Xxxx Xxxxxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 PUD Xxxxxxxx XX 00000 Single Family Xxxx Xxxxxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 PUD Xxxxxxxxxx XX 00000 Hi-Rise Condo Xxxxxx Xxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family Xxxxxxxxxxx XX 00000 PUD Xxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 PUD Xxxxxxxxxxxxxx XX 00000 Townhouse Xxxxxxxx XX 00000 PUD Xxxxxxxxxxxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 PUD Xxxxxxxx XX 00000 Single Family Xxxxxxx Xxxxx XX 00000 PUD Xxxxxx Xxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Condominium Xxxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Condominium Xxxxxxx XX 00000 Single Family Xxxxx Xxxxxxxx XX 00000 PUD Xxxxxxxxxxxx XX 00000 Single Family Xxxxxxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Condominium Xxxxxxxx XX 00000 PUD Xxxxxxxxxx XX 00000 Single Family Xxxxxxx Xxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Condominium Xxxxxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family Takoma Park MD 20912 Single Family Xxxxxxxxxx XX 00000 PUD Xxxxxxxx XX 00000 PUD Xxxxx XX 00000 PUD XXXXXXX XX 00000 PUD Xxxxxx XX 00000 Condominium Xxxxxxxx XX 00000 Townhouse Xxxxxxxxxx XX 00000 Single Family Xxxxx Xxxxxx XX 00000 Single Family Xxxxxxxxx XX 00000 Single Family XXXX XXXXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 2-4 Family Xxxxx XX 00000 Single Family XXXXXXXX XX 00000 PUD XXXXXXXX XX 00000 Townhouse XXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family CARENCRO LA 70520 Single Family XXXXXXXXX XX 00000 Townhouse XXXXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Townhouse Xxxxxxxx XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 2-4 Family XXXXXXXXXXXXX XX 00000 Single Family XXX XXXXXX XX 00000 2-4 Family XXXX XX 00000 2-4 Family XXXXXXXX XXXXX XX 00000 Single Family XXXXXXXX XX 00000 PUD XXXXXXXXXX XX 00000 2-4 Family XXXXXXXXX XX 00000 2-4 Family XXXXXXXXX XX 00000 2-4 Family XXXXXXXXX XX 00000 Single Family Xxxxxxxxx XX 00000 Townhouse XXXXXXXXX XX 00000 2-4 Family Xxxxx XX 00000 Single Family XXXXX XX 00000 2-4 Family XXXX XX 00000 PUD XXXXX XX 00000 2-4 Family Xxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 PUD Xxxx Xxxx Xxxxx XX 00000 2-4 Family XXXXX XXXXXXXX XX 00000 Single Family Xxxxxxxxx XX 00000 2-4 Family Xxxxxxxx XX 00000 2-4 Family Xxxxxxxxx XX 00000 Single Family XXXXXX XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family XXXXXX XXXXXXXX XX 00000 Condominium XXXXX XXXXXX XXXXXXXX XX 00000 2-4 Family XXXXXXXXX XXXXXXXX XX 00000 2-4 Family XXX XXXXXXXXX XX 00000 2-4 Family XXXXXXXX XX 00000 2-4 Family XXXXXXX XX 00000 2-4 Family Xxxxxxx XX 00000 Single Family XXXXXXXXXX XX 00000 0-0 Xxxxxx XX XXXXX XXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 2-4 Family XXXXXX XXXX XX 00000 0-0 Xxxxxx XXXXX XXXXXX XXX XX 00000 2-4 Family XXXXXXX XX 00000 2-4 Family XXXX XXXXXX XX 00000 2-4 Family XXXX XXXXXX XX 00000 2-4 Family XXXXXX XXXX XX 00000 2-4 Family XXXXXXX XXXXXXXX XX 00000 Single Family Xxxxx XX 00000 Single Family Xxxxxxx XX 00000 Condominium Xxxxxxxxxxxx XX 00000 PUD Xxxxxxx Xxxxx Xxxxxxxx XX 00000 Single Family Xxxxxxxxx XX 00000 2-4 Family Xxxxxx XX 00000 2-4 Family Xxxxxxxxx XX 00000 2-4 Family Xxxxxxxx XX 00000 2-4 Family Xxxxxx XX 00000 2-4 Family Xxxxxx XX 00000 2-4 Family Xxxxxx Xxxx XX 00000 Single Family Xxxx XX 00000 2-4 Family Xxxxxxx XX 00000 PUD Xxx Xxxx Xxxxxx XX 00000 PUD Xxxxxx XX 00000 Single Family Xxxxxxxxx XX 00000 PUD Xxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 PUD Xxxxx XX 00000 Hi-Rise Condo Xxxxxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 Condominium Xxxxxxxxxx XX 00000 2-4 Family Xxxxx XX 00000 PUD Xxxxxxxxxx XX 00000 PUD Xxxxxxxxxxx XX 00000 Single Family Xxxxxxxxxxxxxx XX 00000 Single Family Xxxx XX 00000 Single Family Xxxxxx XX 00000 Single Family Xxxx Xxxxx XX 00000 PUD Xxxxxxx XX 00000 2-4 Family Xxxxxxxxxxx XX 00000 PUD Xxxxxxx XX 00000 PUD Xxxx Xxxxxx XX 00000 Single Family Xxxxxxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 PUD XXXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 PUD Xxxxxxxxxx XX 00000 2-4 Family XXXX XXXXXX XX 00000 2-4 Family XXXXX XX 00000 Condominium Xxxxxxxxxx XX 00000 2-4 Family XXXXXXXX XX 00000 Single Family Xxxxxxxx XX 00000 Single Family XXXX XXXXX XX 00000 Single Family XXXX XXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family Xxxx Xxxxxxx XX 00000 2-4 Family Xxxxxxx XX 00000 Condominium Xxxxx Xxxxxxx XX 00000 Single Family Xxxxxxxxxxxx XX 00000 2-4 Family Xxxxxxxxxx XX 00000 Townhouse Xxxxxxxxxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 PUD Xxxxxxxx XX 00000 PUD Xxxxx Xxxx XX 00000 Condominium XXXXXXXX XX 00000 CO-OP Xxxxxxxx XX 00000 2-4 Family Xxxxxxx Xxxxx XX 00000 Single Family Xxxxxx XX 00000 Single Family Xxxxxxx XX 00000 2-4 Family XXXXXX XXXX XX 00000 2-4 Family XXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Condominium XXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XX XXXXXX XX 00000 Single Family XXXX XX 00000 Single Family Xxxxxx XX 00000 Condominium XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXX XXXXXXX XX 00000 Single Family Xxx Xxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 2-4 Family Xxxxxxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 2-4 Family Xxxxxx Xxxx XX 00000 Single Family Xxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 PUD XXXXXXXXXX XX 00000 Single Family Xxxxxxx XX 00000 2-4 Family Xxxxxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 PUD Xxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 Single Family Xxxxx XX 00000 Single Family Xxx Xxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family Xxxxxx XX 00000 Single Family Xxxxx Xxxxx XX 00000 Condominium Xxxx XX 00000 Single Family Xxxxxxxx XX 00000 PUD Xxxxxxx XX 00000 2-4 Family XXXXXXXXXX XX 00000 Single Family XXXXXXXX XXXX XX 00000 Single Family FORKED XXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXX XX 00000 PUD XXXX XX 00000 2-4 Family XXXXXX XX 00000 Single Family XXXXXXX XX 00000 PUD XXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Condominium XXXXXXX XX 00000 PUD XXXXXX XX 00000 PUD XXXXXXX XXXX XX 00000 PUD XXX XXXX XXXX XX 00000 PUD XXXXXXX XX 00000 Single Family XXXXX XXXX XX 00000 PUD XXXXXXX XX 00000 2-4 Family XXXX XXXXX XX 00000 Single Family XXXXXXXX XX 00000 PUD XXXXXXXXX XX 00000 PUD XXXXX XXXXX XX 00000 Single Family XXXXXX XXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXX XXXXXX XX 00000 PUD XXXXXXXXXX XX 00000 Single Family XXXXXXX XXXXXXX XX 00000 Single Family XXXX XX 00000 2-4 Family XXXXX XXXX XX 00000 PUD XXXXXXX XX 00000 Single Family XXXXX XXXX XX 00000 PUD XXXXXXX XX 00000 Single Family XXXX XX 00000 2-4 Family XXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXXX XX 00000 PUD XXX XXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 PUD XXXXXXX XX 00000 Single Family XXXXX XXX XX 00000 Single Family XXX XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXX XXXXX XX 00000 PUD TOMS XXXXX XX 00000 Single Family XXXXXX XXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXXXXXXX XX 00000 2-4 Family XXXXXXXXXXX XX 00000 Condominium XXXXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 PUD XXXXXXX XX 00000 Single Family XXX XXXX XXXX XX 00000 PUD XXXXXXX XX 00000 2-4 Family XXXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family TAKOMA PARK MD 20912 Hi-Rise Condo XXXXXX XX 00000 PUD XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXX XXXX XX 00000 2-4 Family XXXXXXXXXX XX 00000 Single Family XXXX XX 00000 2-4 Family XXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Townhouse XXXXXXXXX XX 00000 Single Family Xxxxxx XX 00000 Single Family Xxx Xxxxxxx XX 00000 Condominium XXX XXXXX XX 00000 PUD Xxxxxx XX 00000 Single Family XXX XXXXX XX 00000 PUD Xxxxxxxxx XX 00000 PUD Xxxxxxxxxxx XX 00000 PUD Xxxxxx XX 00000 PUD Xxxxx XX 00000 Single Family Xxxxxxxxx XX 00000 Single Family Loris SC 29569 Single Family Xxxxx Xxxx XX 00000 PUD Xxxxx XX 00000 Single Family Xxxxxxxxxxx XX 00000 2-4 Family Xxxxxxxx XX 00000 Single Family Xxxxxxxxx XX 00000 2-4 Family Xxxxxx XX 00000 Condominium Xxx Xxxxx XX 00000 Single Family Xxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 Single Family Xxxxxxxxxxxx XX 00000 PUD FT XXXXX XX 00000 PUD Xxxxxx XX 00000 Single Family Xxxxxx XX 00000 PUD Xxx Xxxxx XX 00000 2-4 Family Xxxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family Xxxxxx Xxxx XX 00000 Single Family Xxxxxxxxx XX 00000 PUD Xxx Xxxxxxx XX 00000 Single Family Xxx Xxxxx XX 00000 Single Family Xxxxx Xxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 PUD Xxxxxx XX 00000 PUD Xxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family FATE TX 75132 Single Family Xxxxxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 PUD Xxxxxxxx XX 00000 2-4 Family Xxxxxxx XX 00000 Single Family Xxxxxxxxxxx XX 00000 2-4 Family Xxxxxxxxx XX 00000 Single Family Xxx Xxxxxxx XX 00000 Single Family Xxxxxxxxxxxx XX 00000 PUD Xxxx Xxxx XX 00000 Single Family Xxxxxx Xxxxx XX 00000 2-4 Family Xxxxxxxx XX 00000 Single Family Xxxxxx XX 00000 PUD Xxxxxx XX 00000 PUD Xxxxxx XX 00000 Single Family XXXXXX XX 00000 PUD Xxxxxxxx XX 00000 Single Family Xxxxxx XX 00000 Condominium Xxxx Xxxxxxx XX 00000 Condominium Xxxxxxx XX 00000 PUD Xxxxxxxxxxx XX 00000 PUD XXX XXXXX XX 00000 PUD Xxxxxx XX 00000 Single Family Xxxxxxxxx XX 00000 Single Family Xxxxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 Condominium XXX XXXXX XX 00000 PUD Xxxxxxx Xxxxxx XX 00000 Single Family Xxxxxxxxxxx XX 00000 Single Family Xxxxxxxx Xxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family Xxx Xxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family XXXXXXX XX 00000 Single Family XXX XXXXXX XX 00000 PUD XXXXX X XXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXX XXXXXX XX 00000 Single Family Xxxxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Townhouse XXXXXX XXXXXX XX 00000 Single Family XXXXX XX 00000 Single Family Xxxxxxxxxxxx XX 00000 Single Family XXXXXXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXXXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXXXXXXXX XX 00000 Single Family XXXXXXXXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 2-4 Family XXXXXXXXXXXX XX 00000 Single Family XXXXXXXXXXXX XX 00000 Single Family XXXXXXXXXXXX XX 00000 Single Family XXXXXXXXXXXX XX 00000 Single Family Xxxxxx XX 00000 Single Family Xxxxxxxxx XX 00000 2-4 Family Xxxx Xxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Condominium Xxxxxxx XX 00000 2-4 Family Xxxxxxxxx XX 00000 2-4 Family Xxxxxxx XX 00000 Single Family Xxxxx Xxxxxx XX 00000 Single Family Xxxxxxx XX 00000 Condominium Xxxxxxx Xxxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Hi-Rise Condo Xxxxxxxx XX 00000 Single Family Xxxxxx Xxxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 2-4 Family Xxxxx Xxxxxx XX 00000 Hi-Rise Condo Xxxx Xxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 2-4 Family Xxxxxxxx XX 00000 Single Family XXXXXXXX XXXX XX 00000 2-4 Family XXXXXXXXX XX 00000 PUD Xxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 2-4 Family Xxxxxxx XX 00000 Single Family Xxxx XX 00000 Condominium Xxxxxx XX 00000 Single Family Xxx Xxxx XX 00000 PUD Xxxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family Xxxxx XX 00000 Condominium Xxxxxx XX 00000 Single Family Xxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 PUD Xxxxxx XX 00000 Single Family Xxxxxxxx Xxxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family Xxxxxx Xxxx XX 00000 Single Family Xxxxxxx XX 00000 Single Family Xxxxxx Xxxx XX 00000 Single Family Xxxxxxx XX 00000 Single Family Xxxxxx Xxxxxxxx XX 00000 Single Family Xxxx XX 00000 Single Family Xxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 Single Family XXXX XXXXX XX 00000 Single Family XXXXXX XX 00000 PUD XXXXXXX XX 00000 PUD XXXXXX XX 00000 PUD XXX XXXXXXX XX 00000 Townhouse XXXXXXX XX 00000 Single Family XXXXXX XXXXXX XXXXX XX 00000 Single Family XXXXXX XX 00000 PUD Xxxx Xxx XX 00000 Single Family Xxxxxxxxxx XX 00000 PUD palmbay FL 32935 Single Family Xxx Xxxxx XX 00000 Single Family Xxx Xxxxx XX 00000 2-4 Family Xxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family Xxxx Xxxxxxxxxxx XX 00000 2-4 Family Xxxxxxxx XX 00000 Single Family Xxxxxx XX 00000 Single Family Xxxxxx XX 00000 Single Family Xxxxxxxxxxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Condominium Xxxxxxxxx XX 00000 Single Family Xxxxxxxxxxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family Xxxxx XX 00000 Condominium XXXXXX XX 00000 Single Family Xxxxxxxx XX 00000 Single Family Xxx Xxxxx XX 00000 Single Family XXXXXXXXX XX 00000 Single Family Xxxxxxxx XX 00000 Single Family Xxxxxx XX 00000 Single Family Xxxx Xxxxx XX 00000 Single Family Xxxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family Xxxxxx XX 00000 PUD XXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family Xxxxxx MD 20794 Single Family XXXXXX XXXXXX XX 00000 Single Family Xxxxxxx XX 00000 PUD XXXXXX XX 00000 Condominium Xxxxxxxx XX 00000 Single Family XXXXXXXXXX XX 00000 Condominium Xxxxxxx XX 00000 PUD Xxxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family Xxxxxxxx Xxxxxxxx XX 00000 Condominium Xxxxxxxx XX 00000 2-4 Family Xxxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family Xxxxxxx Xxxx XX 00000 Single Family Xxxxxxx XX 00000 PUD Xxxxx Xxxxxxxxxx XX 00000 2-4 Family Xxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family XXXXXXXXXX XX 00000 PUD Xxxxxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family Xxxxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 2-4 Family Xxxxxx XX 00000 Single Family Xxxxxxx XX 00000 Single Family Xxx Xxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 Single Family Xxx Xxxxxxx XX 00000 PUD Xxxxxxxx XX 00000 0-0 Xxxxxx Xxxxxxxx Xxxx XX 00000 PUD XXXXXXXX XX 00000 Single Family Xxxxxxxx XX 00000 Hi-Rise Condo Xxxxxxxxx XX 00000 PUD Xxxxxxxxxx XX 00000 2-4 Family Xxxxxxxx XX 00000 Single Family Xxxxxx XX 00000 Single Family XXX XXXXXXX XX 00000 Single Family Assonet MA 02702 Single Family Xxxxxx ME 04412 Single Family Xxxxxxx XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family Xxx Xxxxx XX 00000 Condominium Xxx Xxxxx XX 00000 Single Family XXXXXXXX XX 00000 Single Family Xxxxxxxxxx XX 00000 PUD XXXXXXXXXX XX 00000 Single Family XXXXXXXXXXXXXXX XX 00000 Condominium XXXXXX XX 00000 Single Family XXXXXXXXXXXXXXX XX 00000 Condominium XXXXXXXXXXXXXXX XX 00000 Condominium XXXXXXXXXXXXXXX XX 00000 Condominium XXXXXXXXXXXXXXX XX 00000 Condominium XXXXXXX XX 00000 PUD XXXXXXXXXXXXXXX XX 00000 Condominium Xxxxxxxxxxxxxxx XX 00000 Condominium Xxxxxxxxxx XX 00000 Single Family XXXXXXXXXXXXXXX XX 00000 Condominium XXXXX XX 00000 2-4 Family XXXXXXX XX 00000 PUD XXXXXX XX 00000 Single Family Xxxxxx XX 00000 2-4 Family Xxxxxx Xxxxx XX 00000 PUD Xxxxx XX 00000 Single Family Xxxxxxxxxxxx XX 00000 PUD Xxx Xxxxxxxxxx XX 00000 2-4 Family Xxxxx Xxxxxx XX 00000 Single Family Xxxxxxxxxxx XX 00000 Single Family Xxxxx Xxxxxx XX 00000 Single Family Xxxxxx Xxxxx XX 00000 2-4 Family Xxxxxxx XX 00000 Single Family Xxxxxx Xxxx XX 00000 2-4 Family Xxxxx XX 00000 Single Family Xxxxx XX 00000 2-4 Family Xxxxxxxxx XX 00000 2-4 Family Xxxxx Xxxxxxxxx XX 00000 Single Family Xxxxxxxxx Xxxx XX 00000 Single Family XXXXX XXXX XXXXX XX 00000 Single Family XXXX XX 00000 2-4 Family XXXX XXXXXX XX 00000 Single Family KOLOA HI 96756 Condominium XXXX XXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Condominium XXXXXX XX 00000 Single Family XXXXX XXX XX 00000 Single Family N XXX XXXXX XX 00000 PUD XXXXXXXXX XX 00000 PUD XXXXXX XXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family Xxx Xxxxx XX 00000 Single Family Xxxxxxx XX 00000 0-0 Xxxxxx Xxxx Xxxxxxxx XX 00000 2-4 Family Xxxxx Xxxxxx XX 00000 Single Family Xxxx Xxxxxx XX 00000 Single Family Xxxxxxx XX 00000 2-4 Family Xxxxxxx XX 00000 Single Family Xxx Xxxxxxxx XX 00000 2-4 Family Xxxxxxxxxxx XX 00000 Single Family Xxxxxxxxxxx XX 00000 Single Family Xxxxxxxxxxx XX 00000 Single Family Xxxxxx XX 00000 Single Family Xxxxx Xxxxxxx XX 00000 Condominium Xxxxxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family Xxxx Xxxxxx XX 00000 Single Family XXXXXXXXXXX XX 00000 Single Family Xxxxxxxxxxx XX 00000 2-4 Family XXXX XXXXXX XX 00000 PUD XXXXXXX XX 00000 Single Family XXX XXXXXXXXX XX 00000 2-4 Family Xxxxxxx XX 00000 Single Family Xxxx Xxx Xxxx XX 00000 2-4 Family XXX XXXXX XX 00000 Single Family Xxxxx XX 00000 Single Family Xxxxxxx XX 00000 Condominium Xxxxx XX 00000 Condominium Xxxxxxxxx XX 00000 Single Family Xxxxx Xxxxx XX 00000 Hi-Rise Condo XXXXX XX 00000 Single Family XXX XXXXXXX XX 00000 2-4 Family XXXXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXX XXX XX 00000 Condominium XXX XXXX XX 00000 Condominium XXXXXX XXXX XX 00000 PUD Xxxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 2-4 Family Xxxxxxxxxxxx XX 00000 Single Family Xxxxxxxxxxxx XX 00000 Single Family Xxxxxxxxxxxx XX 00000 PUD Xxxxxxxxx XX 00000 2-4 Family Xxxxxx XX 00000 Single Family Xxxxx Xxxxxxxx XX 00000 PUD XXXXXXX XX 00000 PUD XXXXXXXX XX 00000 Single Family XXXXX XXXXX XX 00000 PUD XXXXX XXXXXXXX XX 00000 PUD XXXXXX XX 00000 PUD XXXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family Xxxxx Xxxxx Xxxxx XX 00000 Single Family Xxxxx XX 00000 Condominium Xxxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 PUD Xxxxxxxxx XX 00000 PUD Xxxxx XX 00000 PUD Xxxxxx XX 00000 Single Family Xxxxxx XX 00000 PUD Xxxxxxxx XX 00000 PUD Xxxxxxxxx Xxxx XX 00000 Single Family Xxxxxxx Xxxxx XX 00000 2-4 Family Xxxxxxx Xxxxx XX 00000 2-4 Family Xxxxxxx XX 00000 Single Family Xxxxxxxxxxxxx XX 00000 Single Family Xxxxx XX 00000 Condominium Xxxxxx XX 00000 2-4 Family Xxxxxxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Condominium Xxxx Xxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 PUD Xxxxxx XX 00000 PUD Xxxxxxx XX 00000 Condominium Xxxxxxxxxxxx XX 00000 Condominium Xxxxxxxxx XX 00000 PUD Xxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 Single Family Xxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Condominium Xxxxxxxxx XX 00000 PUD Xxxxxx XX 00000 Single Family Xxxxxxxxxxx XX 00000 Single Family Xxxxxxxx Xxxxx XX 00000 Condominium Xxxxxx XX 00000 Single Family XXXX XXXXX XXXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Condominium Xxxxxxx XX 00000 Single Family Xxxxxxxxxxxx XX 00000 Single Family XXXXXXXXX XX 00000 PUD XXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family Xxxxxxxxx XX 00000 Single Family Glenn Xxxx XX 00000 Single Family XXXX XXX XX 00000 Single Family XXXXX XXXXXXXXX XX 00000 PUD Xxxxxxxxxx XX 00000 Single Family XXXXXXXXX XX 00000 Single Family Benicia CA 94510 Single Family XXXXXXX XX 00000 Single Family XXXX XXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 PUD Xxxxxx XX 00000 Single Family XXX XXXXXXXXXX XX 00000 2-4 Family XXXXX XXXXXX XX 00000 2-4 Family Xxxxxxx XX 00000 PUD XXXXXXXX XX 00000 2-4 Family XXXXXXXX XX 00000 2-4 Family Xxxxxxxxxxx XX 00000 Condominium Xxxxxxxxxxx XX 00000 Condominium XXXXXXXX XX 00000 2-4 Family Xxxx Xxxx Xxxx XX 00000 Single Family Xxxx Xxxx XX 00000 2-4 Family XXXXXX XX 00000 Single Family Xxxx Xxxx XX 00000 Condominium Xxxxxxx XX 00000 Single Family XXXXXXXXX XX 00000 2-4 Family Xxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family Xxxxxx Xxxxx XX 00000 Condominium Xxxxxxxxxxx XX 00000 2-4 Family Xxxxx XX 00000 Single Family Xxxxx XX 00000 Single Family Xxxxxx Xxxxx XX 00000 Condominium Xxxxxxxx XX 00000 Single Family Xxxxx XX 00000 PUD Xxxxx Xxxx XX 00000 Single Family Xxxxxx XX 00000 Single Family Xxxxxx Chapel FL 33543 PUD Xxxxxxx Xxxx XX 00000 Single Family Xxxxxxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 PUD Xxxxxxxxx XX 00000 Single Family Xxxxxxxxxxx XX 00000 Single Family XXXXXX XX 00000 PUD Xxxxxxx XX 00000 Single Family XXXX XX 00000 Single Family XXXXX XXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family Xxxxxxx XX 00000 2-4 Family XXXXXXX XX 00000 Single Family THE XXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXX XXXXX XX 00000 Single Family XXXXX XXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 PUD XXXXXX XX 00000 2-4 Family Xxxxxxx XX 00000 PUD XXXXXXXXXX XX 00000 Single Family The Xxxxxxxxx XX 00000 PUD XXXXXX XXXX XX 00000 PUD XXXXXX XX 00000 Single Family XXXXXXXX XX 00000 PUD XXXXX XXXXXXX XX 00000 Single Family Xxxxxx XX 00000 PUD XXXXXXXXXXXX XX 00000 PUD Xxxxxxxx Xxxxxx XX 00000 Single Family Xxx Xxxxxxx XX 00000 2-4 Family XXXX XX 00000 Single Family Xxxxxxx XX 00000 Single Family Xxxxxx XX 00000 PUD XXXXXX XX 00000 Single Family Xxxxxxxxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family Xxxxxx XX 00000 Single Family Xxxx Xxxxxx XX 00000 Single Family XX XXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXXX XX 00000 2-4 Family XXXXXX XX 00000 Single Family XXXXXXXXXXXX XX 00000 2-4 Family XXXXXXXX XX 00000 2-4 Family XXXXXXXX XX 00000 2-4 Family XXXXXX XX 00000 Single Family XXXXX XX 00000 2-4 Family XXXX XX 00000 PUD XXXXXXXXXXXX XX 00000 2-4 Family XXXXXXXXXXXX XX 00000 2-4 Family XXXXXXX XX 00000 2-4 Family Xxxxxxxxxxx XX 00000 Single Family Xxxxxxxxxxxx XX 00000 PUD Xxxxxxx XX 00000 Single Family Xxxxx XX 00000 Single Family Xxxxxx XX 00000 PUD Xxxxxxxxxxxx XX 00000 Single Family Xxxx Xxxxx XX 00000 Condominium Xxx Xxxxxxx XX 00000 2-4 Family Xxx Xxxxxxx XX 00000 Single Family New Preston Marble Xxxx XX 00000 Single Family Xxxxxxxxx XX 00000 Single Family Xxxxx Xxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 Single Family Xxxxxxxxx XX 00000 Single Family Xxx Xxxxxxx XX 00000 Single Family Xxxxxx Xxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family Xxxxxx Xxxx XX 00000 PUD Xxxxxx Xxxxxx XX 00000 2-4 Family Xxxxxx XX 00000 Condominium Xxxxxxxx XX 00000 Single Family Xxx Xxxxx XX 00000 Single Family Xxxxxxx XX 00000 Single Family Xxxxx Xxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 Single Family Xxxxxxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 Single Family Xx Xxxxxx XX 00000 Single Family Xxxxxxxxxxxx XX 00000 Single Family Xxx Xxxxx XX 00000 2-4 Family Xxxxx Xxxxxx Xxxxxxxxx XX 00000 Single Family Xxxxxx Xxxxx XX 00000 PUD Xxxxxx Xxxxxxx XX 00000 2-4 Family Xxxxxxxx Xxxxxxx[x XX 00000 PUD Xxx Xxxxx XX 00000 Condominium Xxxxx XX 00000 2-4 Family Xxxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 Single Family Xxxxxx XX 00000 Single Family Xxxxx Xxxx XX 00000 Single Family Xxxx Xxxxx XX 00000 2-4 Family Xxxxxxxx XX 00000 Single Family Xxxxxx XX 00000 Single Family Xxxxxxxxx XX 00000 Single Family Xxxxx XX 00000 Single Family Xxxxxxxxxxxx XX 00000 PUD Xxxxxxx XX 00000 PUD Xxxxxx XX 00000 Single Family XXXXX XX 00000 Single Family Xxxxxx XX 00000 PUD Xxxxxxxxxxx XX 00000 PUD Xxxxxxx XX 00000 PUD Xxxxx Xxxxx XX 00000 PUD XXXXXXXX XX 00000 2-4 Family Xxxx Xxx XX 00000 Single Family Xxxx XX 00000 PUD Xxxxx XX 00000 Single Family XXXXXX XX 00000 Single Family Xxxxxxx Xxxx XX 00000 Single Family Xxxxxxxx Xxxx XX 00000 2-4 Family XXXXXXXX XX 00000 Single Family Xxxxxxxxxxxx XX 00000 Single Family Xxxxxxxxxxx XX 00000 Single Family Xxxxxxxxxxxx XX 00000 Single Family Xxxxxxxxx XX 00000 Single Family Xxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family Xxxxxxx Xxxxx XX 00000 Single Family Xxxxxxx XX 00000 Single Family Xx Xxxxxxxxxx XX 00000 Condominium XXXX XXXXX XXXXXXXX XX 00000 Single Family Ball Xxxxxx XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 PUD XXXXXXX XX 00000 Condominium XXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXX XXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 PUD XXX XXXXXX XX 00000 Single Family Xxxxxxxx XX 00000 PUD Xxxxxxxx XX 00000 Single Family Xxx Xxxxxxx XX 00000 2-4 Family Xxxxxxxxx XX 00000 Single Family XXXXXXXXX XX 00000 Condominium Xxxxxx Xxxxx XX 00000 2-4 Family Xxxxxxxxxxxx XX 00000 Single Family Xxxxxx XX 00000 Single Family Xxxxxx Xxxxx XX 00000 2-4 Family Xxxxxx Xxxxx XX 00000 2-4 Family Xxxxxxxxxxxx XX 00000 Single Family Xxxxxx Xxxxx XX 00000 2-4 Family Xxxxxx Xxxxx XX 00000 2-4 Family Xxxxxx Xxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family Xxxxxxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family kyle TX 78640 PUD Xxxxxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family xxxxx XX 00000 Single Family xxxxxxxx XX 00000 Single Family conley GA 30288 Single Family santa fe NM 87505 Single Family yers CO 80103 Single Family Xxxxxxxxx XX 00000 Single Family houston TX 77040 PUD xxxxxxx XX 00000 Single Family houston TX 77502 Single Family post falls ID 83854 Single Family houston TX 77082 PUD cleveland TX 77327 Single Family independence XX 00000 Single Family XXXXX XX 00000 Single Family richmond TX 77469 PUD xxxxx XX 00000 Single Family fort xxxxxx FL 33913 Single Family Xxxxxxxxx XX 00000 Single Family cleveland TX 77327 Single Family XXXXXXX XX 00000 PUD XXXXXX XX 00000 PUD Xxxxxxxx XX 00000 Single Family Xxxxxx XX 00000 Single Family Xxxxxx XX 00000 Single Family Xxxxxxxxxxxx XX 00000 Single Family XXXXXXXX XX 00000 PUD XXXX XXXXXXX XX 00000 Single Family RISING SUN MD 21911 PUD XXXXXXXXX XX 00000 PUD XXXXXXXXX XX 00000 Single Family XXXXXXXX XXXX XX 00000 PUD Xxxxxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 2-4 Family Xxxxxxxxxxx XX 00000 PUD Xxxxxxx XX 00000 PUD Xxxxx XX 00000 PUD Xxxxxxx XX 00000 PUD Xxxxxxxx XX 00000 PUD Xxxx XX 00000 PUD Xxxxxxxxx XX 00000 Single Family Xxxxxxxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 2-4 Family XXXXXXXXX XX 00000 PUD XXXXXXXX XX 00000 PUD XXXXX XXXX XX 00000 PUD Xxxxxx XX 00000 Single Family XXXXXXX XX 00000 Single Family Xxxxxxx XX 00000 Single Family XXXXXXX XX 00000 PUD Xxxxxxx XX 00000 PUD XXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 PUD XXXXXXX XX 00000 Condominium XXXXX XXXX XX 00000 PUD XXXXXXXX XX 00000 PUD XXXXX XXXX XX 00000 PUD XXXXXX XX 00000 PUD Xxxxxx XX 00000 PUD XXXXXXXXX XX 00000 Single Family Xxxxxxxxx XX 00000 Single Family XXXXXX XX 00000 PUD XXXXXXXX XX 00000 PUD XXXXXXXXXX XX 00000 PUD XXXXX XXXX XX 00000 Single Family XxXxxxxxx XX 00000 Single Family XXXXXXXXX XX 00000 PUD XXXXXXX XXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXX XX 00000 PUD XXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Townhouse XXXXXXXX XX 00000 PUD XXXXXX XX 00000 PUD Xxxxxxxx XX 00000 Single Family Lithia Xxxxxxx XX 00000 Single Family Xxxxxx Xxxxxxx XX 00000 PUD XXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 PUD XXXXXX XX 00000 PUD XXXXXXXXXXXX XX 00000 PUD XXXXXXXX XX 00000 Single Family XXXXXXXXX XXXXX XX 00000 Condominium XXXXXX XXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 2-4 Family XXX XXXXX XX 00000 2-4 Family XXX XXXXX XX 00000 Condominium XXX XXXX XX 00000 Single Family XXXXX XXXXXX XXXXXXX XX 00000 Condominium XXXXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXX XXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family Xxx Xxxxx XX 00000 PUD XXXXXXXXX XXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family Xxxxxx XX 00000 Single Family XXXXX XXXXXX XX 00000 Condominium XXXXXXXXXXXX XX 00000 2-4 Family XXXXXXX XX 00000 Single Family XXXXXXX XXXXX XX 00000 Condominium XXXXX XX 00000 Single Family XXX XXXXX XX 00000 Single Family XXXXXXX XXXXX XX 00000 2-4 Family Xxx Xxxxxxx XX 00000 2-4 Family XXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family Xxxxxxxx XX 00000 Condominium XXX XXXXX XX 00000 Condominium XXX XXXXXXX XX 00000 2-4 Family XXXXXXXX XXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 2-4 Family Xxxxxxx Xxxxxxx XX 00000 Single Family Head Xx Xxx Xxxxxx XX 00000 Single Family XXXXX XXXXX XX 00000 Condominium Xxxxx Xxxxx XX 00000 Single Family Xxxxxx XX 00000 PUD XXXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 2-4 Family Xxxxxxx XX 00000 PUD XXXXXXX XX 00000 PUD Xxxx Xxxxx XX 00000 Single Family Xxxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 2-4 Family Xxxxxxxxxxx XX 00000 Single Family XXXXXXX XX 00000 PUD Xxxxxx XX 00000 2-4 Family Xxxxxxxxxx XX 00000 2-4 Family XXXXXXX XX 00000 PUD Xxxxxxxxxx XX 00000 2-4 Family Xxxxxxx Xxxxx XX 00000 Single Family XXXXXX XX 00000 2-4 Family Xxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 PUD XXXXXXXXX XX 00000 Single Family Xxxx TX 76249 Single Family XXXXXX XX 00000 Single Family Sanger TX 76266 PUD Xxxxxxx XX 00000 2-4 Family Xxxxxxx XX 00000 2-4 Family Xxxxxxx XX 00000 2-4 Family Xxxxxxxxxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family Xxxxxx Xxx XX 00000 PUD Xxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family XXXXXXX XX 00000 Single Family burlingame CA 94010 Single Family Xxxxxxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 PUD Xxxxxxx XX 00000 Single Family Xx Xxxxxxxx XX 00000 Single Family Xxxxxx XX 00000 Single Family Xxxxx XX 00000 PUD Xxxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 PUD Xxxxxxx XX 00000 Single Family Xxxxxxxxxxx XX 00000 PUD Xxxx Xxxxxx XX 00000 Single Family XXXXXX XXXXXXXXX XX 00000 Single Family XXXXX XXXXXX XX 00000 Single Family XXXXXXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXX XXXXXX XX 00000 PUD XXXXXXX XX 00000 PUD XXXXXX XX 00000 PUD XXXXXXXXXXXX XX 00000 PUD XXXXX XXX XXXXX XX 00000 PUD XXX XXXXX XX 00000 PUD XXXXXX XX 00000 PUD XXXXXXX XX 00000 Single Family XXXXX XXX XXXXX XX 00000 PUD XXXXXXXXX XX 00000 PUD XXXXXXXXXXXX XX 00000 Condominium XXX XXXXX XX 00000 PUD Xxxxxxxx XX 00000 2-4 Family Xxxxxxxx XX 00000 2-4 Family Xxxxxxxx XX 00000 Single Family Xxxxxxxx Xxxxxxx XX 00000 Single Family XXXX XXXXXX XX 00000 Single Family XXXXXXXX XXXXXXX XX 00000 Single Family XXXX XXXXXX XXXX XX 00000 Single Family XXXXX XXXXXX XX 00000 Single Family Xxxxxxxxx XX 00000 Single Family Xxxxxx XX 00000 Single Family XXXXX XXXXXXXX XX 00000 PUD Xxxxxxx XX 00000 2-4 Family Xxxxxxxx XX 00000 PUD Xxxxxxxx XX 00000 PUD Xxxxxxxx XX 00000 Single Family XXXXXXXXXXX XX 00000 Single Family XXXXXXXXXXX XX 00000 2-4 Family XXXXXXXXXX XX 00000 Condominium Xxxxxxx XX 00000 2-4 Family Xxxxxxxxx XX 00000 Single Family Xxxxxxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family Xxxxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 Single Family Xxxxxx XX 00000 Single Family Xxxxxxx XX 00000 2-4 Family Xxxxxxxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family Xxxxxx XX 00000 Single Family Xxxxxxx XX 00000 Single Family Xxxxxx XX 00000 2-4 Family Xxxxxxxxx XX 00000 PUD Xxxxx Xxxxxx XX 00000 CO-OP XXXXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXXXX XXXX XX 00000 Condominium Xxxxx XX 00000 Single Family Xxxxx Xxxxxx XX 00000 Single Family XXXXXX XX 00000 Condominium XXXXX XXXXXX XX 00000 Single Family XXXXX XXXXXX XX 00000 Single Family XXXXXXXX XXXX XX 00000 Single Family QUARTZ HILL ARE CA 93536 Single Family XXX XXXXXXX XX 00000 Single Family Xxxxxxxxxxxx XX 00000 PUD Ft Xxxxxxxxxx XX 00000 PUD Xxxxxxxxx XX 00000 Single Family Xxxxxxx Xxxx XX 00000 PUD Xxxxxxx Xxxx XX 00000 PUD Xxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family Xxxxx Xxxx XX 00000 PUD Xxxxxxx XX 00000 2-4 Family Xx Xxxxxx XX 00000 PUD Show Low AZ 85901 Single Family Xxxxx Xxx Xxxxx XX 00000 Single Family Xxxxxxxx Xxxxxxx XX 00000 2-4 Family Xxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 Single Family Xxxx Xxxxx XX 00000 Single Family Xxxx Xxxxx XX 00000 Single Family Xxxxxxx Xxx XX 00000 Single Family XXXXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 PUD XXX XXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family Xxxxxxxx XX 00000 Single Family Xxxxxxx XX 00000 Condominium XXXXX XXXXX XX 00000 PUD Xxxxxxxxxxx XX 00000 PUD XXXXXXXXXXX XX 00000 PUD Xxxxxxxxx XX 00000 2-4 Family Xxxxxxx Xxxxx XX 00000 2-4 Family Xxxxxxx Xxxxx XX 00000 Single Family Xxxxxxx XX 00000 PUD Xxxxxxx XX 00000 Single Family Xxxxxxx Xxxxx XX 00000 Single Family Xxxxxxxx XX 00000 PUD Xxxxxxxx XX 00000 Single Family Xxxxx XX 00000 PUD Xxxxxxxxx XX 00000 Single Family Xxxxxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Townhouse Kimberly AL 35091 Single Family Xxxxxx Xxxxxx XX 00000 Condominium XXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 PUD XXXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 PUD XXXXXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXXXXXX XX 00000 PUD XXXXX XXXXX XX 00000 Townhouse XXXXXXXXX XXXXX XX 00000 Single Family XXXXX XX 00000 PUD XXXXXXXX XX 00000 PUD XXXXX XX 00000 Single Family XXXX XXXX XXXXX XX 00000 Single Family XXXXX XX 00000 Condominium XXXXXXX XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 2-4 Family XXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXX XXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXX XX 00000 PUD XXXXXX XX 00000 PUD Xxxxx XX 00000 Single Family XXXXXXX XX 00000 PUD Xxxxxxxxxx XX 00000 Single Family XXXXXXX XX 00000 Hi-Rise Condo XXXXXXXXX XX 00000 PUD XXXX XXXXXXX XX 00000 PUD XXXXX XXXX XX 00000 PUD XXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Condominium XXXXXXXXXX XX 00000 Single Family XXXXXXXXXXXXX XX 00000 PUD XXXXXX XXXXXXX XX 00000 Single Family XXX XXXXXXX XX 00000 Single Family XXXXXXXXXXXXX XX 00000 PUD XXXXXXXXXX XX 00000 Single Family XXXX XX 00000 Single Family XXXXXXXXX XX 00000 PUD XXXXXXX XXXX XX 00000 PUD XXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 PUD Xxxxx XX 00000 Hi-Rise Condo Xxxxxx XX 00000 Condominium XXXXXXX XX 00000 Single Family Xxxxx XX 00000 2-4 Family Xxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family Xxxx Xxxxxxx XX 00000 Single Family Xxxxxxxxxxxx XX 00000 Condominium Xxxxx XX 00000 Single Family Xxxxx XX 00000 Single Family Xxxxxxxxx XX 00000 2-4 Family Bear DE 19701 PUD Xxxxxxxxxxxxx XX 00000 2-4 Family Xxxxxxxxxxxxx XX 00000 Single Family Marcus Xxxx XX 00000 Single Family Xxxx Xxxx XX 00000 Condominium Xxxx Xxxxxxxxxx XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family Xxxxxxxxxxxx XX 00000 2-4 Family Xxxxxxxxxx XX 00000 2-4 Family Xxxxxxxxxx XX 00000 Townhouse XXXXXXXX XX 00000 Single Family Xxxxxxxxxx XX 00000 PUD Xxxxxxxxxxxx XX 00000 Condominium XXXXXXX XX 00000 PUD XXX XXXXX XX 00000 PUD XXXX XXXXXXX XX 00000 2-4 Family XXXXX XXXXXXX XX 00000 PUD XXXXXXX XX 00000 Xxxxxxxxx XXXXXXXX XXX XX 00000 Single Family XXXXXXXXXXXX XX 00000 Single Family XX XXXXXXXXX XX 00000 Single Family Xxxxxxxxxx XX 00000 Single Family XXXXXXXXX XX 00000 Townhouse XXXXXXXX XXXXX XX 00000 Single Family XXXXXXXXX XX 00000 Single Xxxxxx XXX XX 00000 Single Family Xxx Xxxxxx XX 00000 2-4 Family Xxxxxxxx XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXXX XX 00000 Single Family Xxxxxx XX 00000 Single Family XXXXX XXXXXX XX 00000 2-4 Family XXXXXX XX 00000 Townhouse Xxxxxxxxxx XX 00000 Condominium XXXXXX XXXXX XX 00000 PUD XXXXXXX XX 00000 Single Family XXXXX XXXX XX 00000 Single Family Xxxxxxx XX 00000 2-4 Family Xxxxxxx XX 00000 Single Family XXXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXXXXXXX XX 00000 Single Family XXXXXXX XXXX XX 00000 Single Family Xxxxxx XX 00000 Single Family XXXX XXXXX XX 00000 Single Family Xxxxx XX 00000 2-4 Family Xxxxx XX 00000 Condominium XXXXXX XX 00000 PUD XXXXX XX 00000 Single Family Xxxxxx Xxxx XX 00000 Townhouse XXXXXX XXXX XX 00000 Single Family XXXX XXXXX XX 00000 PUD XXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXX XX 00000 2-4 Family Xxxxxx XX 00000 PUD XXXXXXXXXX XX 00000 PUD XXXXXXXX XX 00000 Single Family XXXXX XXXX XX 00000 2-4 Family XXXXXXXX XX 00000 Single Family XXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXXX XXXX XX 00000 Single Family XXXX XX 00000 PUD XXXXX XXXX XX 00000 2-4 Family XXXXXXXX XXXXXXX XX 00000 Condominium XXXXXXX XXXX XX 00000 Single Family XXXXXXXX XX 00000 Single Family XXXXXXXXX XX 00000 PUD XXXXXXXXXXXXXXX XX 00000 Single Family XXXX XXXXXXXXXX XX 00000 PUD XXXXXX XX 00000 2-4 Family XXXXXXXX XX 00000 Single Family XXXXXXXX XXXX XX 00000 Single Family XXXX XXXXXX XX 00000 Condominium XXXXXX XX 00000 Single Family XXXXXXXX XX 00000 Condominium XXXXXXXX XXXXXXX XX 00000 Single Family XXXXXXXXXXX XX 00000 Single Family KERNERSVILLE NC 27284 Condominium CHARLOTTE NC 28208 Single Family SAVANNAH GA 31401 Single Family SAVANNAH GA 31401 Single Family SAVANNAH GA 31401 Single Family MANASSAS VA 20110 2-4 Family NEWBERG OR 97132 Single Family SAVANNAH GA 31405 Single Family LONG BEACH CA 90810 Single Family NEWBERG OR 97132 Single Family DILLSBURG PA 17019 Single Family DILLSBURG PA 17019 Single Family FRANKLINTOWN PA 17323 Single Family SAVANNAH GA 31405 2-4 Family POMPANO BEACH FL 33068 Single Family OKLAHOMA CITY OK 73112 Single Family MIDWEST CITY OK 73110 Single Family VISALIA CA 93277 Single Family DOVER PA 17315 Single Family CHICAGO IL 60620 Single Family LAUDERHILL FL 33319 PUD SEATTLE WA 98136 Single Family CABOT AR 72023 Single Family KAILUA-KONA HI 96740 Condominium BALDWIN PARK CA 91706 Single Family FRESNO CA 93706 Single Family BELGRADE MT 59714 Single Family LANSDOWNE PA 19050 2-4 Family SAN ANTONIO TX 78259 PUD CHICAGO IL 60636 Single Family CHINO HILLS CA 91709 Single Family LINCOLN CITY OR 97367 Single Family LEAGUE CITY TX 77573 Condominium VANCOUVER WA 98662 Single Family INDIANAPOLIS IN 46268 Single Family BELTSVILLE MD 20705 Single Family FT THOMAS KY 41075 Single Family NASHUA NH 03060 2-4 Family ELFRIDA AZ 85617 Single Family HOUSTON TX 77057 Condominium GLENDALE NY 11385 2-4 Family APPLE VALLEY CA 92308 Single Family SUN CITY CA 92585 PUD CONCORD NC 28025 PUD CITY1 CURRENT_GROSS SERV_FEE LPMI MSERV _COUPON ----------------------------------------------------------------------------------------------------------------------------------- HIALEAH 6.7500 0.2500 0.0000 0.0085 MCCLOUD 7.1250 0.2500 0.0000 0.0085 BETHESDA 6.8750 0.2500 0.0000 0.0085 Seymour 8.7500 0.2500 0.0000 0.0085 ARVADA 6.5000 0.2500 0.0000 0.0085 GARDEN CITY 7.8750 0.2500 0.0000 0.0085 CICERO 6.8750 0.2500 0.0000 0.0085 NORTH LAS VEGAS 6.8750 0.2500 0.0000 0.0085 GLEN ALLEN 6.5000 0.2500 0.0000 0.0085 HAMPTON 6.8750 0.2500 0.0000 0.0085 HICKORY CREEK 6.5000 0.2500 0.0000 0.0085 MIDDLEBURG 7.5000 0.2500 0.0000 0.0085 SACRAMENTO 6.0000 0.2500 0.0000 0.0085 ASHBURN 6.1250 0.2500 0.0000 0.0085 PORTLAND 5.8750 0.2500 0.0000 0.0085 SURPRISE 7.2500 0.2500 0.0000 0.0085 MIDLAND 6.8750 0.2500 0.0000 0.0085 PORTLAND 7.2500 0.2500 0.0000 0.0085 Holly Springs 6.5000 0.2500 0.0000 0.0085 MONROE 6.7500 0.2500 0.0000 0.0085 Edison 6.3750 0.2500 0.0000 0.0085 ALLEN 6.0000 0.2500 0.0000 0.0085 PAINESVILLE 7.3750 0.2500 0.0000 0.0085 NEWBERG 6.7500 0.2500 0.0000 0.0085 GOOSE CREEK 7.2500 0.2500 0.0000 0.0085 PLANTATION 6.7500 0.2500 0.0000 0.0085 RALEIGH 7.6250 0.2500 0.0000 0.0085 MARICOPA 6.1250 0.2500 0.0000 0.0085 MOUNTAIN TOP 7.5000 0.2500 0.0000 0.0085 BOISE 6.8750 0.2500 0.0000 0.0085 ALBANY 6.7500 0.2500 0.0000 0.0085 BIRMINGHAM 7.5000 0.2500 0.0000 0.0085 BROOKLYN 7.7500 0.2500 0.0000 0.0085 WARREN 8.1250 0.2500 0.0000 0.0085 Ridgeland 6.7500 0.2500 0.0000 0.0085 MONROE 6.8750 0.2500 0.0000 0.0085 AVONDALE 7.5000 0.2500 0.0000 0.0085 MONROE 7.2500 0.2500 0.0000 0.0085 SAN ANTONIO 7.7500 0.2500 0.0000 0.0085 SPARTANBURG 7.5000 0.2500 0.0000 0.0085 Crown Point 8.5000 0.2500 0.0000 0.0085 Nicholasville 7.5000 0.2500 0.0000 0.0085 Auburn 9.5000 0.2500 0.0000 0.0085 Auburn 8.8750 0.2500 0.0000 0.0085 CHESAPEAKE BEACH 6.8750 0.2500 0.0000 0.0085 WASHINGTON 7.2500 0.2500 0.0000 0.0085 MIAMI 6.8750 0.2500 0.0000 0.0085 WELLINGTON 8.3750 0.2500 0.0000 0.0085 HOUSTON 6.5000 0.2500 0.0000 0.0085 MEMPHIS 8.7500 0.2500 0.0000 0.0085 HAYDEN LAKE 7.5000 0.2500 0.0000 0.0085 Eatontown 6.5000 0.2500 0.0000 0.0085 FAIRFAX 6.8750 0.2500 0.0000 0.0085 SIMPSONVILLE 6.6250 0.2500 0.0000 0.0085 Las Cruces 7.1250 0.2500 0.0000 0.0085 TOLEDO 7.1250 0.2500 0.0000 0.0085 Seaside Heights 7.6250 0.2500 0.0000 0.0085 OLD ORCHARD BEACH 6.8750 0.2500 0.0000 0.0085 LEXINGTON PARK 8.2500 0.2500 0.0000 0.0085 ROCKVILLE 6.8750 0.2500 0.0000 0.0085 RICHMOND 7.0000 0.2500 0.0000 0.0085 Paterson 7.2500 0.2500 0.0000 0.0085 HARRISBURG 6.1250 0.2500 0.0000 0.0085 COLORADO SPRINGS 7.6250 0.2500 0.0000 0.0085 SAN ANTONIO 8.0000 0.2500 0.0000 0.0085 ERIE 8.1250 0.2500 0.0000 0.0085 HAWLEY 8.0000 0.2500 0.0000 0.0085 ORLANDO 7.8750 0.2500 0.0000 0.0085 SAFETY HARBOR 7.6250 0.2500 0.0000 0.0085 Trenton 8.3750 0.2500 0.0000 0.0085 KALAMAZOO 6.5000 0.2500 0.0000 0.0085 RIO RANCHO 7.6250 0.2500 0.0000 0.0085 CHICAGO 7.1250 0.2500 0.0000 0.0085 SILVERTON 6.6250 0.2500 0.0000 0.0085 EAST HAMPTON 6.8750 0.2500 0.0000 0.0085 PIEDMONT 7.6250 0.2500 0.0000 0.0085 AKRON 7.5000 0.2500 0.0000 0.0085 CHICAGO 7.1250 0.2500 0.0000 0.0085 HOUSTON 6.8750 0.2500 0.0000 0.0085 CYPRESS 8.5000 0.2500 0.0000 0.0085 BARTLETT 7.5000 0.2500 0.0000 0.0085 SALT LAKE CITY 6.7500 0.2500 0.0000 0.0085 INDIANAPOLIS 8.7500 0.2500 0.0000 0.0085 WACO 8.5000 0.2500 0.0000 0.0085 WINTER PARK 7.1250 0.2500 0.0000 0.0085 SALEM 7.0000 0.2500 0.0000 0.0085 TAMPA 6.7500 0.2500 0.0000 0.0085 LAKE CITY 7.5000 0.2500 0.0000 0.0085 MOUNT PLEASANT 6.7500 0.2500 0.0000 0.0085 TAKOMA PARK 6.8750 0.2500 0.0000 0.0085 GARDNER 7.2500 0.2500 0.0000 0.0085 SYRACUSE 8.1250 0.2500 0.0000 0.0085 WASHINGTON 6.3750 0.2500 0.0000 0.0085 MUKILTEO 6.6250 0.2500 0.0000 0.0085 CHICAGO 7.5000 0.2500 0.0000 0.0085 MEMPHIS 8.7500 0.2500 0.0000 0.0085 BRIARWOOD 7.2500 0.2500 0.0000 0.0085 WACO 8.5000 0.2500 0.0000 0.0085 BRANDON 8.1250 0.2500 0.0000 0.0085 LOUISVILLE 8.7500 0.2500 0.0000 0.0085 MARGATE 7.8750 0.2500 0.0000 0.0085 SYRACUSE 8.6250 0.2500 0.0000 0.0085 Louisville 8.0000 0.2500 0.0000 0.0085 MESA 8.0000 0.2500 0.0000 0.0085 CHICAGO 8.5000 0.2500 0.0000 0.0085 VIRGINIA BEACH 8.7500 0.2500 0.0000 0.0085 LOS BANOS 6.8750 0.2500 0.0000 0.0085 ORANGE PARK 7.5000 0.2500 0.0000 0.0085 LAS VEGAS 7.8750 0.2500 0.0000 0.0085 CLEVELAND 8.3750 0.2500 0.0000 0.0085 COTTAGE GROVE 6.6250 0.2500 0.0000 0.0085 TWIN FALLS 6.7500 0.2500 0.0000 0.0085 CHANTILLY 6.7500 0.2500 0.0000 0.0085 BOURBONNAIS 7.8750 0.2500 0.0000 0.0085 PASADENA 8.5000 0.2500 0.0000 0.0085 CHICAGO 7.6250 0.2500 0.0000 0.0085 DRAPER 8.1250 0.2500 0.0000 0.0085 CHICAGO 8.5000 0.2500 0.0000 0.0085 CINCINNATI 7.6250 0.2500 0.0000 0.0085 PLAINFIELD 6.8750 0.2500 0.0000 0.0085 BOILING SPRINGS 6.6250 0.2500 0.0000 0.0085 Delhi 8.1250 0.2500 0.0000 0.0085 Montebello 7.5000 0.2500 0.0000 0.0085 CLEVELAND 8.6250 0.2500 0.0000 0.0085 DENVER 7.3750 0.2500 0.0000 0.0085 GARDEN VALLEY 9.1250 0.2500 0.0000 0.0085 CHICAGO 7.7500 0.2500 0.0000 0.0085 PEMBROKE PINES 9.7500 0.2500 0.0000 0.0085 BURKE 8.0000 0.2500 0.0000 0.0085 NASHVILLE 7.3750 0.2500 0.0000 0.0085 GARFIELD HEIGHTS 8.6250 0.2500 0.0000 0.0085 CAPE CORAL 6.8750 0.2500 0.0000 0.0085 Hendersonville 7.7500 0.2500 0.0000 0.0085 EVERETT 7.6250 0.2500 0.0000 0.0085 SILVER SPRING 7.1250 0.2500 0.0000 0.0085 OVIEDO 7.8750 0.2500 0.0000 0.0085 JOHNSTON 7.0000 0.2500 0.0000 0.0085 PORTLAND 7.2500 0.2500 0.0000 0.0085 BROOKLYN 8.0000 0.2500 0.0000 0.0085 PEORIA 7.7500 0.2500 0.0000 0.0085 PANAMA CITY BEACH 8.2500 0.2500 0.0000 0.0085 CHESTER 6.0000 0.2500 0.0000 0.0085 DETROIT 7.8750 0.2500 0.0000 0.0085 Charlotte 6.5000 0.2500 0.0000 0.0085 FORT LAUDERDALE 7.8750 0.2500 0.0000 0.0085 MESA 7.5000 0.2500 0.0000 0.0085 DANBURY 8.5000 0.2500 0.0000 0.0085 MARRERO 7.6250 0.2500 0.0000 0.0085 Indianapolis 8.3750 0.2500 0.0000 0.0085 HYATTSVILLE 7.7500 0.2500 0.0000 0.0085 Louisville 8.8750 0.2500 0.0000 0.0085 LOUISVILLE 6.8750 0.2500 0.0000 0.0085 LINCOLNTON 6.8750 0.2500 0.0000 0.0085 Lawrenceville 6.8750 0.2500 0.0000 0.0085 SANGER 8.0000 0.2500 0.0000 0.0085 PHOENIX 8.0000 0.2500 0.0000 0.0085 STERLING HEIGHTS 6.6250 0.2500 0.0000 0.0085 ABINGDON 6.5000 0.2500 0.0000 0.0085 GERMANTOWN 6.5000 0.2500 0.0000 0.0085 AURORA 8.5000 0.2500 0.0000 0.0085 TUCSON 6.8750 0.2500 0.0000 0.0085 Lafayette 8.1250 0.2500 0.0000 0.0085 MESA 6.7500 0.2500 0.0000 0.0085 WINTER HAVEN 8.0000 0.2500 0.0000 0.0085 NORCROSS 7.8750 0.2500 0.0000 0.0085 KAWKAWLIN 6.8750 0.2500 0.0000 0.0085 CORONA 8.0000 0.2500 0.0000 0.0085 GRAVETTE 7.7500 0.2500 0.0000 0.0085 Charlotte 7.0000 0.2500 0.0000 0.0085 QUEEN CREEK 7.3750 0.2500 0.0000 0.0085 CHANDLER 6.6250 0.2500 0.0000 0.0085 BURTON 7.6250 0.2500 0.0000 0.0085 STREAMWOOD 8.1250 0.2500 0.0000 0.0085 MECHANICSBURG 7.5000 0.2500 0.0000 0.0085 OAKLAND 6.2500 0.2500 0.0000 0.0085 LAKE WORTH 7.3750 0.2500 0.0000 0.0085 SAINT LOUIS 8.3750 0.2500 0.0000 0.0085 FORT LAUDERDALE 8.5000 0.2500 0.0000 0.0085 Flowery Branch 7.2500 0.2500 0.0000 0.0085 MIAMI BEACH 7.6250 0.2500 0.0000 0.0085 Brooklyn 8.5000 0.2500 0.0000 0.0085 ATLANTIC BEACH 8.0000 0.2500 0.0000 0.0085 DETROIT 8.3750 0.2500 0.0000 0.0085 SAINT LOUIS 8.5000 0.2500 0.0000 0.0085 PANAMA CITY 8.5000 0.2500 0.0000 0.0085 COLUMBUS 7.8750 0.2500 0.0000 0.0085 Garner 7.2500 0.2500 0.0000 0.0085 STOCKTON 6.3750 0.2500 0.0000 0.0085 PANAMA CITY BEACH 7.5000 0.2500 0.0000 0.0085 DETROIT 8.5000 0.2500 0.0000 0.0085 NAPLES 8.5000 0.2500 0.0000 0.0085 AURORA 7.6250 0.2500 0.0000 0.0085 WOODBRIDGE 8.1250 0.2500 0.0000 0.0085 PORT SAINT LUCIE 8.5000 0.2500 0.0000 0.0085 Newark 8.7500 0.2500 0.0000 0.0085 SCOTTSDALE 6.6250 0.2500 0.0000 0.0085 GRANDVIEW 9.5000 0.2500 0.0000 0.0085 GARNER 7.0000 0.2500 0.0000 0.0085 PHOENIX 6.8750 0.2500 0.0000 0.0085 ORLANDO 7.3750 0.2500 0.0000 0.0085 MOORE 6.8750 0.2500 0.0000 0.0085 OCOEE 8.2500 0.2500 0.0000 0.0085 MEMPHIS 8.3750 0.2500 0.0000 0.0085 WACO 8.5000 0.2500 0.0000 0.0085 TAMPA 8.2500 0.2500 0.0000 0.0085 PROVIDENCE 8.5000 0.2500 0.0000 0.0085 CHICAGO 8.1250 0.2500 0.0000 0.0085 Raleigh 6.5000 0.2500 0.0000 0.0085 PAHRUMP 7.3750 0.2500 0.0000 0.0085 JOHNSON CITY 8.1250 0.2500 0.0000 0.0085 ROCHESTER 7.6250 0.2500 0.0000 0.0085 KENOSHA 7.5000 0.2500 0.0000 0.0085 DAVIS 7.7500 0.2500 0.0000 0.0085 CHICAGO 9.5000 0.2500 0.0000 0.0085 BURBANK 8.6250 0.2500 0.0000 0.0085 SALEM 7.5000 0.2500 0.0000 0.0085 FLAGSTAFF 8.5000 0.2500 0.0000 0.0085 SILVER SPRING 7.0000 0.2500 0.0000 0.0085 SOUTH PADRE ISLAND 7.8750 0.2500 0.0000 0.0085 TAMPA 8.5000 0.2500 0.0000 0.0085 Hyde Park 7.0000 0.2500 0.0000 0.0085 LAKELAND 8.1250 0.2500 0.0000 0.0085 LONGMONT 7.7500 0.2500 0.0000 0.0085 WOODBRIDGE 8.3750 0.2500 0.0000 0.0085 NORTH CHARLESTON 6.7500 0.2500 0.0000 0.0085 STEVENSVILLE 7.3750 0.2500 0.0000 0.0085 LADSON 8.7500 0.2500 0.0000 0.0085 BROUSSARD 7.5000 0.2500 0.0000 0.0085 GERMANTOWN 7.8750 0.2500 0.0000 0.0085 VISTA 7.5000 0.2500 0.0000 0.0085 MAPLE GLEN 8.5000 0.2500 0.0000 0.0085 VISALIA 8.3750 0.2500 0.0000 0.0085 SAINT JOSEPH 8.0000 0.2500 0.0000 0.0085 TAMPA 7.3750 0.2500 0.0000 0.0085 BALTIMORE 7.8750 0.2500 0.0000 0.0085 POMPANO BEACH 7.7500 0.2500 0.0000 0.0085 CARSON 6.5000 0.2500 0.0000 0.0085 NORFOLK 5.8750 0.2500 0.0000 0.0085 STAFFORD 6.6250 0.2500 0.0000 0.0085 PHILADELPHIA 6.5000 0.2500 0.0000 0.0085 KISSIMMEE 7.8750 0.2500 0.0000 0.0085 DAYTON 8.2500 0.2500 0.0000 0.0085 CHANDLER 8.0000 0.2500 0.0000 0.0085 KENNESAW 7.2500 0.2500 0.0000 0.0085 CHICAGO 7.7500 0.2500 0.0000 0.0085 POQUOSON 7.7500 0.2500 0.0000 0.0085 STERLING 7.0000 0.2500 0.0000 0.0085 BROOKLYN 8.3750 0.2500 0.0000 0.0085 CINCINNATI 7.8750 0.2500 0.0000 0.0085 PASCO 7.2500 0.2500 0.0000 0.0085 ELGIN 7.3750 0.2500 0.0000 0.0085 MISSOULA 7.6250 0.2500 0.0000 0.0085 Pikeville 7.5000 0.2500 0.0000 0.0085 LEWISVILLE 7.8750 0.2500 0.0000 0.0085 WEST WARWICK 7.5000 0.2500 0.0000 0.0085 Passaic 8.1250 0.2500 0.0000 0.0085 LAND O LAKES 6.7500 0.2500 0.0000 0.0085 CARSON CITY 7.7500 0.2500 0.0000 0.0085 EASLEY 7.8750 0.2500 0.0000 0.0085 SPRING HILL 8.5000 0.2500 0.0000 0.0085 DEERFIELD BEACH 7.6250 0.2500 0.0000 0.0085 CLARKSTON 7.6250 0.2500 0.0000 0.0085 SLIDELL 7.1250 0.2500 0.0000 0.0085 NASHUA 7.5000 0.2500 0.0000 0.0085 LAS VEGAS 8.7500 0.2500 0.0000 0.0085 CHICAGO 7.5000 0.2500 0.0000 0.0085 Alameda 6.6250 0.2500 0.0000 0.0085 Bloomfield 7.8750 0.2500 0.0000 0.0085 DETROIT 7.5000 0.2500 0.0000 0.0085 MIDDLETOWN 6.3750 0.2500 0.0000 0.0085 GREENVILLE 8.7500 0.2500 0.0000 0.0085 REYNOLDSBURG 6.5000 0.2500 0.0000 0.0085 CANTON 6.8750 0.2500 0.0000 0.0085 SUN CITY WEST 8.2500 0.2500 0.0000 0.0085 BAKERSFIELD 6.6250 0.2500 0.0000 0.0085 CHICKASAW 9.1250 0.2500 0.0000 0.0085 TAMPA 8.5000 0.2500 0.0000 0.0085 ROCHESTER 8.1250 0.2500 0.0000 0.0085 Greensboro 8.0000 0.2500 0.0000 0.0085 Albuquerque 8.7500 0.2500 0.0000 0.0085 MARICOPA 8.5000 0.2500 0.0000 0.0085 OVIEDO 7.7500 0.2500 0.0000 0.0085 CHICAGO 7.3750 0.2500 0.0000 0.0085 South Plainfield 7.6250 0.2500 0.0000 0.0085 MEMPHIS 8.7500 0.2500 0.0000 0.0085 LOS ANGELES 7.1250 0.2500 0.0000 0.0085 NORTH WEBSTER 8.0000 0.2500 0.0000 0.0085 INDIO 6.7500 0.2500 0.0000 0.0085 HENDERSON 8.2500 0.2500 0.0000 0.0085 SPRINGDALE 7.5000 0.2500 0.0000 0.0085 BROOKLYN 8.2500 0.2500 0.0000 0.0085 SPRINGFIELD 8.1250 0.2500 0.0000 0.0085 CLINTON 7.8750 0.2500 0.0000 0.0085 Hampton 8.0000 0.2500 0.0000 0.0085 Wendell 6.5000 0.2500 0.0000 0.0085 CLINTON 6.5000 0.2500 0.0000 0.0085 SAINT PETERSBURG 6.7500 0.2500 0.0000 0.0085 JACKSONVILLE 8.0000 0.2500 0.0000 0.0085 Louisville 7.6250 0.2500 0.0000 0.0085 SUMMERVILLE 7.5000 0.2500 0.0000 0.0085 Newburgh 7.8750 0.2500 0.0000 0.0085 SYRACUSE 7.8750 0.2500 0.0000 0.0085 SYRACUSE 7.8750 0.2500 0.0000 0.0085 TOPEKA 7.3750 0.2500 0.0000 0.0085 EVANSTON 6.8750 0.2500 0.0000 0.0085 SILVER SPRING 8.3750 0.2500 0.0000 0.0085 BRONX 8.5000 0.2500 0.0000 0.0085 PARKLAND 8.5000 0.2500 0.0000 0.0085 Louisville 8.1250 0.2500 0.0000 0.0085 WOONSOCKET 6.8750 0.2500 0.0000 0.0085 Waxhaw 6.8750 0.2500 0.0000 0.0085 AUBURN 7.2500 0.2500 0.0000 0.0085 CAMDEN 7.7500 0.2500 0.0000 0.0085 BELTSVILLE 6.7500 0.2500 0.0000 0.0085 CHICAGO 8.1250 0.2500 0.0000 0.0085 PHOENIXVILLE 8.5000 0.2500 0.0000 0.0085 MIAMI 8.5000 0.2500 0.0000 0.0085 VALLEJO 7.3750 0.2500 0.0000 0.0085 SPRINGFIELD 9.5000 0.2500 0.0000 0.0085 LARGO 7.5000 0.2500 0.0000 0.0085 PORT TOBACCO 7.3750 0.2500 0.0000 0.0085 HIALEAH 7.0000 0.2500 0.0000 0.0085 MORENO VALLEY 6.3750 0.2500 0.0000 0.0085 CHICAGO 7.7500 0.2500 0.0000 0.0085 Worcester 5.6250 0.2500 0.0000 0.0085 PEORIA 6.8750 0.2500 0.0000 0.0085 DETROIT 6.3750 0.2500 0.0000 0.0085 COLUMBUS 9.7500 0.2500 0.0000 0.0085 BIRCHRUNVILLE 7.2500 0.2500 0.0000 0.0085 OAKTON 6.1250 0.2500 0.0000 0.0085 Newark 7.3750 0.2500 0.0000 0.0085 Atlanta 7.5000 0.2500 0.0000 0.0085 ROCHESTER 6.6250 0.2500 0.0000 0.0085 ROCHESTER 6.6250 0.2500 0.0000 0.0085 BROWNS VALLEY 6.2500 0.2500 0.0000 0.0085 QUEEN CREEK 8.5000 0.2500 0.0000 0.0085 DENVER 6.8750 0.2500 0.0000 0.0085 MAGNOLIA 6.7500 0.2500 0.0000 0.0085 HENDERSON 6.3750 0.2500 0.0000 0.0085 MISSION 7.2500 0.2500 0.0000 0.0085 Lawrenceville 7.7500 0.2500 0.0000 0.0085 Beverly 6.6250 0.2500 0.0000 0.0085 HOUSTON 6.7500 0.2500 0.0000 0.0085 PALM BAY 8.5000 0.2500 0.0000 0.0085 WASHINGTON 7.1250 0.2500 0.0000 0.0085 GARLAND 6.2500 0.2500 0.0000 0.0085 GARLAND 6.2500 0.2500 0.0000 0.0085 GARLAND 6.2500 0.2500 0.0000 0.0085 PORT SAINT LUCIE 8.1250 0.2500 0.0000 0.0085 WYANDANCH 7.1250 0.2500 0.0000 0.0085 CERES 6.3750 0.2500 0.0000 0.0085 DESERT HILLS 8.1250 0.2500 0.0000 0.0085 Nantucket 6.7500 0.2500 0.0000 0.0085 West Springfield 7.7500 0.2500 0.0000 0.0085 PHILADELPHIA 6.8750 0.2500 0.0000 0.0085 LIVERPOOL 7.6250 0.2500 0.0000 0.0085 BOSTON 7.8750 0.2500 0.0000 0.0085 ORLANDO 6.8750 0.2500 0.0000 0.0085 PHOENIX 7.6250 0.2500 0.0000 0.0085 MARCO ISLAND 8.5000 0.2500 0.0000 0.0085 LAS VEGAS 7.5000 0.2500 0.0000 0.0085 TAMPA 6.7500 0.2500 0.0000 0.0085 THE DALLES 6.2500 0.2500 0.0000 0.0085 COLUMBUS 7.1250 0.2500 0.0000 0.0085 CHICAGO 8.3750 0.2500 0.0000 0.0085 BEND 7.2500 0.2500 0.0000 0.0085 CINCINNATI 7.6250 0.2500 0.0000 0.0085 JACKSONVILLE 6.8750 0.2500 0.0000 0.0085 Visalia 7.8750 0.2500 0.0000 0.0085 NAPLES 7.5000 0.2500 0.0000 0.0085 SUN CITY 6.8750 0.2500 0.0000 0.0085 SUMMERVILLE 7.3750 0.2500 0.0000 0.0085 INDIANAPOLIS 8.1250 0.2500 0.0000 0.0085 DETROIT 8.7500 0.2500 0.0000 0.0085 COPIAGUE 6.7500 0.2500 0.0000 0.0085 STUART 7.6250 0.2500 0.0000 0.0085 LEBANON 7.7500 0.2500 0.0000 0.0085 ANTHEM 7.6250 0.2500 0.0000 0.0085 ROYAL PALM BEACH 8.0000 0.2500 0.0000 0.0085 DUMFRIES 8.0000 0.2500 0.0000 0.0085 CLEVELAND 7.7500 0.2500 0.0000 0.0085 CHICAGO 7.2500 0.2500 0.0000 0.0085 BRONX 7.6250 0.2500 0.0000 0.0085 GLENDALE 6.6250 0.2500 0.0000 0.0085 MORENO VALLEY 7.2500 0.2500 0.0000 0.0085 CHESTERFIELD 6.8750 0.2500 0.0000 0.0085 Newark 7.0000 0.2500 0.0000 0.0085 SALEM 7.1250 0.2500 0.0000 0.0085 ANNAPOLIS 6.0000 0.2500 0.0000 0.0085 WAYNESBORO 6.5000 0.2500 0.0000 0.0085 Powder Springs 6.8750 0.2500 0.0000 0.0085 TEMPE 6.8750 0.2500 0.0000 0.0085 QUEEN CREEK 6.6250 0.2500 0.0000 0.0085 TAMPA 7.8750 0.2500 0.0000 0.0085 DELAND 7.5000 0.2500 0.0000 0.0085 WOODBRIDGE 6.7500 0.2500 0.0000 0.0085 FALLON 7.1250 0.2500 0.0000 0.0085 STREAMWOOD 7.5000 0.2500 0.0000 0.0085 MCLEAN 8.7500 0.2500 0.0000 0.0085 YORK 8.1250 0.2500 0.0000 0.0085 VISALIA 8.3750 0.2500 0.0000 0.0085 MIDVALE 6.7500 0.2500 0.0000 0.0085 ANDERSON 8.0000 0.2500 0.0000 0.0085 PROVIDENCE 7.5000 0.2500 0.0000 0.0085 HOLLYWOOD 8.7500 0.2500 0.0000 0.0085 BUCKEYE 7.5000 0.2500 0.0000 0.0085 Charlotte 8.5000 0.2500 0.0000 0.0085 EASTON 7.5000 0.2500 0.0000 0.0085 SARASOTA 7.6250 0.2500 0.0000 0.0085 QUEEN CREEK 7.5000 0.2500 0.0000 0.0085 LITHIA 8.1250 0.2500 0.0000 0.0085 FALLON 7.1250 0.2500 0.0000 0.0085 Louisville 8.5000 0.2500 0.0000 0.0085 PORTLAND 6.8750 0.2500 0.0000 0.0085 RIVIERA BEACH 7.5000 0.2500 0.0000 0.0085 CHICAGO 8.0000 0.2500 0.0000 0.0085 CHICAGO 7.8750 0.2500 0.0000 0.0085 COATESVILLE 6.8750 0.2500 0.0000 0.0085 GREENFIELD 7.2500 0.2500 0.0000 0.0085 KNOXVILLE 6.7500 0.2500 0.0000 0.0085 SEVERN 5.8750 0.2500 0.0000 0.0085 CITRUS HEIGHTS 7.5000 0.2500 0.0000 0.0085 BOWIE 8.1250 0.2500 0.0000 0.0085 BRONX 6.8750 0.2500 0.0000 0.0085 QUEEN CREEK 8.1250 0.2500 0.0000 0.0085 BALTIMORE 8.5000 0.2500 0.0000 0.0085 JOHNSTON 8.1250 0.2500 0.0000 0.0085 PROVIDENCE 8.0000 0.2500 0.0000 0.0085 EDGEWATER 6.5000 0.2500 0.0000 0.0085 SILVER SPRING 7.7500 0.2500 0.0000 0.0085 Provo 7.6250 0.2500 0.0000 0.0085 LACEY 7.7500 0.2500 0.0000 0.0085 roxboro 6.2500 0.2500 0.0000 0.0085 COCKEYSVILLE 6.0000 0.2500 0.0000 0.0085 GERMANTOWN 7.1250 0.2500 0.0000 0.0085 NEILTON 7.0000 0.2500 0.0000 0.0085 COLUMBIA 8.1250 0.2500 0.0000 0.0085 HAZEL CREST 8.1250 0.2500 0.0000 0.0085 SIMPSONVILLE 6.6250 0.2500 0.0000 0.0085 MAYWOOD 6.8750 0.2500 0.0000 0.0085 LAKE WORTH 6.5000 0.2500 0.0000 0.0085 SIMPSONVILLE 8.7500 0.2500 0.0000 0.0085 OGDEN 7.5000 0.2500 0.0000 0.0085 JACKSONVILLE 6.8750 0.2500 0.0000 0.0085 VERO BEACH 6.8750 0.2500 0.0000 0.0085 CASA GRANDE 7.2500 0.2500 0.0000 0.0085 DANA POINT 6.8750 0.2500 0.0000 0.0085 SILVER SPRING 7.1250 0.2500 0.0000 0.0085 LINDENHURST 7.1250 0.2500 0.0000 0.0085 TAYLOR 7.1250 0.2500 0.0000 0.0085 LOS ANGELES 7.5000 0.2500 0.0000 0.0085 MOUNT POCONO 7.3750 0.2500 0.0000 0.0085 WARWICK 6.8750 0.2500 0.0000 0.0085 METAMORA 7.8750 0.2500 0.0000 0.0085 MEMPHIS 8.1250 0.2500 0.0000 0.0085 FRISCO 7.6250 0.2500 0.0000 0.0085 PHOENIX 7.7500 0.2500 0.0000 0.0085 SPARTANBURG 7.3750 0.2500 0.0000 0.0085 COLUMBUS 6.7500 0.2500 0.0000 0.0085 SPARTANBURG 8.0000 0.2500 0.0000 0.0085 TRAVELERS REST 6.3750 0.2500 0.0000 0.0085 ALSTEAD 7.8750 0.2500 0.0000 0.0085 SPRING BRANCH 8.5000 0.2500 0.0000 0.0085 Plainfield 7.1250 0.2500 0.0000 0.0085 BROOKLYN 6.2500 0.2500 0.0000 0.0085 PHOENIX 7.7500 0.2500 0.0000 0.0085 BROOKLYN 6.8750 0.2500 0.0000 0.0085 CHICAGO 7.5000 0.2500 0.0000 0.0085 SPRING BRANCH 7.0000 0.2500 0.0000 0.0085 PHOENIX 7.7500 0.2500 0.0000 0.0085 PHOENIX 7.2500 0.2500 0.0000 0.0085 DETROIT 8.1250 0.2500 0.0000 0.0085 BROOKLYN 8.1250 0.2500 0.0000 0.0085 WASHINGTON 7.8750 0.2500 0.0000 0.0085 COVINGTON 6.5000 0.2500 0.0000 0.0085 PUYALLUP 6.7500 0.2500 0.0000 0.0085 Apollo Beach 6.7500 0.2500 0.0000 0.0085 MORENO VALLEY 6.5000 0.2500 0.0000 0.0085 TREASURE ISLAND 8.1250 0.2500 0.0000 0.0085 MERRITT ISLAND 7.1250 0.2500 0.0000 0.0085 STERLING 6.2500 0.2500 0.0000 0.0085 BALTIMORE 8.3750 0.2500 0.0000 0.0085 Atlanta 8.1250 0.2500 0.0000 0.0085 DERWOOD 7.6250 0.2500 0.0000 0.0085 COOPER CITY 7.0000 0.2500 0.0000 0.0085 MIDLOTHIAN 6.8750 0.2500 0.0000 0.0085 WALTON 7.7500 0.2500 0.0000 0.0085 WEST PALM BEACH 8.1250 0.2500 0.0000 0.0085 JOLIET 7.2500 0.2500 0.0000 0.0085 SPARTANBURG 6.5000 0.2500 0.0000 0.0085 GAINESVILLE 6.7500 0.2500 0.0000 0.0085 BATON ROUGE 6.8750 0.2500 0.0000 0.0085 GREENVILLE 8.0000 0.2500 0.0000 0.0085 PHILADELPHIA 8.1250 0.2500 0.0000 0.0085 CHARDON 6.7500 0.2500 0.0000 0.0085 MESA 6.2500 0.2500 0.0000 0.0085 Billings 7.5000 0.2500 0.0000 0.0085 CINCINNATI 7.5000 0.2500 0.0000 0.0085 GIBSONTON 7.7500 0.2500 0.0000 0.0085 MOBILE 8.1250 0.2500 0.0000 0.0085 WEST PALM BEACH 6.6250 0.2500 0.0000 0.0085 Fall River 8.1250 0.2500 0.0000 0.0085 TUCSON 6.2500 0.2500 0.0000 0.0085 RICHMOND 8.0000 0.2500 0.0000 0.0085 JACKSON 8.7500 0.2500 0.0000 0.0085 HEFLIN 8.2500 0.2500 0.0000 0.0085 PHOENIX 7.3750 0.2500 0.0000 0.0085 PANAMA CITY BEACH 8.5000 0.2500 0.0000 0.0085 Charlotte 6.6250 0.2500 0.0000 0.0085 SPRINGFIELD 7.3750 0.2500 0.0000 0.0085 AMITYVILLE 6.8750 0.2500 0.0000 0.0085 DETROIT 8.1250 0.2500 0.0000 0.0085 BELLINGHAM 6.7500 0.2500 0.0000 0.0085 ORLANDO 8.1250 0.2500 0.0000 0.0085 SARASOTA 6.8750 0.2500 0.0000 0.0085 COLUMBIA 6.7500 0.2500 0.0000 0.0085 WASHINGTON 7.0000 0.2500 0.0000 0.0085 TRENTON 7.8750 0.2500 0.0000 0.0085 RAYTOWN 7.8750 0.2500 0.0000 0.0085 SYRACUSE 8.6250 0.2500 0.0000 0.0085 CHANTILLY 7.8750 0.2500 0.0000 0.0085 SAN CLEMENTE 7.6250 0.2500 0.0000 0.0085 PONTIAC 8.1250 0.2500 0.0000 0.0085 WESTFIELD 8.7500 0.2500 0.0000 0.0085 DETROIT 8.1250 0.2500 0.0000 0.0085 BELTON 6.6250 0.2500 0.0000 0.0085 DETROIT 7.7500 0.2500 0.0000 0.0085 DETROIT 7.7500 0.2500 0.0000 0.0085 KANSAS CITY 7.7500 0.2500 0.0000 0.0085 HOUSTON 7.8750 0.2500 0.0000 0.0085 SUPERIOR 7.6250 0.2500 0.0000 0.0085 LISLE 8.0000 0.2500 0.0000 0.0085 REDFORD 8.7500 0.2500 0.0000 0.0085 Noblesville 6.7500 0.2500 0.0000 0.0085 Noblesville 6.7500 0.2500 0.0000 0.0085 Woodstock 6.7500 0.2500 0.0000 0.0085 SALT LAKE CITY 6.7500 0.2500 0.0000 0.0085 MEMPHIS 8.2500 0.2500 0.0000 0.0085 KANSAS CITY 8.0000 0.2500 0.0000 0.0085 Rio Rancho 8.7500 0.2500 0.0000 0.0085 SCOTTSDALE 6.7500 0.2500 0.0000 0.0085 HORN LAKE 7.3750 0.2500 0.0000 0.0085 Winston Salem 8.2500 0.2500 0.0000 0.0085 BALTIMORE 7.0000 0.2500 0.0000 0.0085 COVINGTON 7.8750 0.2500 0.0000 0.0085 BATON ROUGE 7.2500 0.2500 0.0000 0.0085 PALM BEACH GARDENS 6.7500 0.2500 0.0000 0.0085 CANTON 7.8750 0.2500 0.0000 0.0085 BATON ROUGE 7.2500 0.2500 0.0000 0.0085 OCALA 8.5000 0.2500 0.0000 0.0085 PORTLAND 8.5000 0.2500 0.0000 0.0085 KANSAS CITY 8.0000 0.2500 0.0000 0.0085 KANSAS CITY 8.0000 0.2500 0.0000 0.0085 WINSTON SALEM 8.2500 0.2500 0.0000 0.0085 RAYTOWN 7.8750 0.2500 0.0000 0.0085 SAN BERNARDINO 9.2500 0.2500 0.0000 0.0085 Charlotte 8.3750 0.2500 0.0000 0.0085 DALLAS 6.5000 0.2500 0.0000 0.0085 Winston Salem 8.2500 0.2500 0.0000 0.0085 MEMPHIS 8.3750 0.2500 0.0000 0.0085 Winston Salem 7.8750 0.2500 0.0000 0.0085 Winston Salem 7.8750 0.2500 0.0000 0.0085 GALVESTON 7.2500 0.2500 0.0000 0.0085 MEMPHIS 8.3750 0.2500 0.0000 0.0085 MEMPHIS 8.3750 0.2500 0.0000 0.0085 FALLS CHURCH 8.8750 0.2500 0.0000 0.0085 RICHMOND 6.8750 0.2500 0.0000 0.0085 SOUND BEACH 8.2500 0.2500 0.0000 0.0085 AUGUSTA 7.2500 0.2500 0.0000 0.0085 Trenton 7.8750 0.2500 0.0000 0.0085 TRENTON 7.8750 0.2500 0.0000 0.0085 KANNAPOLIS 8.5000 0.2500 0.0000 0.0085 TRENTON 7.8750 0.2500 0.0000 0.0085 OCOEE 8.0000 0.2500 0.0000 0.0085 Concord 8.7500 0.2500 0.0000 0.0085 Pompton Plains 6.2500 0.2500 0.0000 0.0085 KNOXVILLE 7.0000 0.2500 0.0000 0.0085 COLUMBIA 7.8750 0.2500 0.0000 0.0085 SAN LEANDRO 7.3750 0.2500 0.0000 0.0085 TEMPE 7.1250 0.2500 0.0000 0.0085 ROCHESTER HILLS 8.0000 0.2500 0.0000 0.0085 Bradenton Beach 7.8750 0.2500 0.0000 0.0085 OAKLAND 7.8750 0.2500 0.0000 0.0085 ROSELLE 7.6250 0.2500 0.0000 0.0085 FLAT ROCK 7.8750 0.2500 0.0000 0.0085 MADRAS 6.8750 0.2500 0.0000 0.0085 KANSAS CITY 6.7500 0.2500 0.0000 0.0085 MADRAS 6.8750 0.2500 0.0000 0.0085 ELK GROVE 6.8750 0.2500 0.0000 0.0085 DETROIT 8.5000 0.2500 0.0000 0.0085 PORTSMOUTH 6.3750 0.2500 0.0000 0.0085 HIALEAH 6.7500 0.2500 0.0000 0.0085 MOLINE 7.2500 0.2500 0.0000 0.0085 MANCHESTER 8.5000 0.2500 0.0000 0.0085 ARVERNE 8.1250 0.2500 0.0000 0.0085 WOBURN 7.2500 0.2500 0.0000 0.0085 PHOENIX 7.0000 0.2500 0.0000 0.0085 LAS VEGAS 7.5000 0.2500 0.0000 0.0085 OCEANSIDE 7.0000 0.2500 0.0000 0.0085 SPRING 6.7500 0.2500 0.0000 0.0085 PHOENIX 8.1250 0.2500 0.0000 0.0085 LAREDO 6.5000 0.2500 0.0000 0.0085 ROCKVALE 7.5000 0.2500 0.0000 0.0085 NORTH BELLMORE 6.7500 0.2500 0.0000 0.0085 Los Angeles 7.5000 0.2500 0.0000 0.0085 SPARTANBURG 7.5000 0.2500 0.0000 0.0085 Acworth 8.1250 0.2500 0.0000 0.0085 COLUMBUS 7.8750 0.2500 0.0000 0.0085 LAS VEGAS 7.1250 0.2500 0.0000 0.0085 COACHELLA 7.3750 0.2500 0.0000 0.0085 Lumberton 8.5000 0.2500 0.0000 0.0085 BILLINGS 7.1250 0.2500 0.0000 0.0085 SCHENECTADY 8.0000 0.2500 0.0000 0.0085 BILOXI 7.7500 0.2500 0.0000 0.0085 GULFPORT 7.7500 0.2500 0.0000 0.0085 SPARTANBURG 8.7500 0.2500 0.0000 0.0085 BALTIMORE 8.0000 0.2500 0.0000 0.0085 SPARTANBURG 8.2500 0.2500 0.0000 0.0085 WALDORF 8.2500 0.2500 0.0000 0.0085 ROUND LAKE 7.8750 0.2500 0.0000 0.0085 Decatur 8.3750 0.2500 0.0000 0.0085 DES PLAINES 7.7500 0.2500 0.0000 0.0085 CHICAGO 7.5000 0.2500 0.0000 0.0085 PIEDMONT 8.0000 0.2500 0.0000 0.0085 PORTLAND 7.0000 0.2500 0.0000 0.0085 SAN ANTONIO 8.5000 0.2500 0.0000 0.0085 SAN ANTONIO 8.3750 0.2500 0.0000 0.0085 SAN ANTONIO 8.3750 0.2500 0.0000 0.0085 CRANSTON 7.6250 0.2500 0.0000 0.0085 HOUSTON 7.7500 0.2500 0.0000 0.0085 QUEEN CREEK 8.1250 0.2500 0.0000 0.0085 DAYTON 7.5000 0.2500 0.0000 0.0085 Atlanta 8.1250 0.2500 0.0000 0.0085 EASTPOINTE 7.7500 0.2500 0.0000 0.0085 LITTLE ROCK 8.0000 0.2500 0.0000 0.0085 MILFORD 7.1250 0.2500 0.0000 0.0085 SURPRISE 7.8750 0.2500 0.0000 0.0085 ROEBUCK 8.2500 0.2500 0.0000 0.0085 SEVIERVILLE 6.3750 0.2500 0.0000 0.0085 NEW HAVEN 7.2500 0.2500 0.0000 0.0085 GATLINBURG 6.3750 0.2500 0.0000 0.0085 WASHINGTON 7.0000 0.2500 0.0000 0.0085 SOUTHFIELD 6.7500 0.2500 0.0000 0.0085 LINCOLNWOOD 7.3750 0.2500 0.0000 0.0085 COLUMBUS 7.1250 0.2500 0.0000 0.0085 DOVER 7.6250 0.2500 0.0000 0.0085 Buckeye 6.5000 0.2500 0.0000 0.0085 QUEEN CREEK 6.0000 0.2500 0.0000 0.0085 MESA 8.5000 0.2500 0.0000 0.0085 Everett 5.7500 0.2500 0.0000 0.0085 PROVIDENCE 7.3750 0.2500 0.0000 0.0085 Atlanta 7.7500 0.2500 0.0000 0.0085 Chickamauga 9.3750 0.2500 0.0000 0.0085 JACKSONVILLE 7.7500 0.2500 0.0000 0.0085 North Bethesda 8.2500 0.2500 0.0000 0.0085 BRENTWOOD 6.6250 0.2500 0.0000 0.0085 Glendale 7.8750 0.2500 0.0000 0.0085 PEMBROKE 8.1250 0.2500 0.0000 0.0085 PHOENIX 7.8750 0.2500 0.0000 0.0085 TAMPA 7.2500 0.2500 0.0000 0.0085 MIAMI BEACH 7.2500 0.2500 0.0000 0.0085 JERSEY CITY 6.6250 0.2500 0.0000 0.0085 SIOUX FALLS 8.1250 0.2500 0.0000 0.0085 MARICOPA 8.5000 0.2500 0.0000 0.0085 AURORA 8.1250 0.2500 0.0000 0.0085 Corrales 6.6250 0.2500 0.0000 0.0085 BOLINGBROOK 8.7500 0.2500 0.0000 0.0085 SPARTANBURG 8.7500 0.2500 0.0000 0.0085 NEW YORK 6.8750 0.2500 0.0000 0.0085 DOUGLASSVILLE 7.2500 0.2500 0.0000 0.0085 Albuquerque 6.6250 0.2500 0.0000 0.0085 HILTON HEAD ISLAND 8.7500 0.2500 0.0000 0.0085 ASTORIA 8.1250 0.2500 0.0000 0.0085 WHEATON 7.2500 0.2500 0.0000 0.0085 PLATTSBURG 6.8750 0.2500 0.0000 0.0085 FORT ATKINSON 8.5000 0.2500 0.0000 0.0085 MIDDLETOWN 6.1250 0.2500 0.0000 0.0085 BROOKLYN 8.2500 0.2500 0.0000 0.0085 LAS VEGAS 6.7500 0.2500 0.0000 0.0085 FORT LAUDERDALE 8.0000 0.2500 0.0000 0.0085 FALLS CHURCH 8.1250 0.2500 0.0000 0.0085 OXNARD 7.1250 0.2500 0.0000 0.0085 DETROIT 8.5000 0.2500 0.0000 0.0085 CHESTER 6.5000 0.2500 0.0000 0.0085 NORFOLK 6.8750 0.2500 0.0000 0.0085 SANDPOINT 7.0000 0.2500 0.0000 0.0085 PARADISE 7.3750 0.2500 0.0000 0.0085 CAPE CORAL 8.5000 0.2500 0.0000 0.0085 SEDONA 6.8750 0.2500 0.0000 0.0085 PAWLEYS ISLAND 7.0000 0.2500 0.0000 0.0085 COUNTRY CLUB HILLS 8.3750 0.2500 0.0000 0.0085 Passaic 6.8750 0.2500 0.0000 0.0085 Franklin 8.2500 0.2500 0.0000 0.0085 SAN ANTONIO 8.2500 0.2500 0.0000 0.0085 BRIDGEPORT 7.2500 0.2500 0.0000 0.0085 SANDY 8.3750 0.2500 0.0000 0.0085 SURPRISE 8.2500 0.2500 0.0000 0.0085 CHICAGO 8.5000 0.2500 0.0000 0.0085 LAKE FOREST 7.7500 0.2500 0.0000 0.0085 FARMINGVILLE 7.8750 0.2500 0.0000 0.0085 PALM BAY 8.2500 0.2500 0.0000 0.0085 BIRMINGHAM 8.5000 0.2500 0.0000 0.0085 WALDORF 6.6250 0.2500 0.0000 0.0085 West New York 6.3750 0.2500 0.0000 0.0085 PHOENIX 8.5000 0.2500 0.0000 0.0085 DETROIT 7.8750 0.2500 0.0000 0.0085 CONWAY 7.7500 0.2500 0.0000 0.0085 HUNTLEY 7.3750 0.2500 0.0000 0.0085 INDIO 7.5000 0.2500 0.0000 0.0085 WESTWOOD 9.6250 0.2500 0.0000 0.0085 TEHACHAI 7.8750 0.2500 0.0000 0.0085 CLEVELAND 7.6250 0.2500 0.0000 0.0085 BAKERSFIELD 7.7500 0.2500 0.0000 0.0085 SWANSEA 8.6250 0.2500 0.0000 0.0085 SCOTTSDALE 8.0000 0.2500 0.0000 0.0085 BUCKEYE 6.6250 0.2500 0.0000 0.0085 WILLOWBROOK 7.2500 0.2500 0.0000 0.0085 KANSAS CITY 8.1250 0.2500 0.0000 0.0085 MARICOPA 7.2500 0.2500 0.0000 0.0085 FOREST GROVE 6.8750 0.2500 0.0000 0.0085 MARICOPA 7.3750 0.2500 0.0000 0.0085 RIDGELY 6.7500 0.2500 0.0000 0.0085 CEDAR POINT 7.5000 0.2500 0.0000 0.0085 FREDERICKSBURG 8.7500 0.2500 0.0000 0.0085 BALTIMORE 7.3750 0.2500 0.0000 0.0085 LAS VEGAS 7.8750 0.2500 0.0000 0.0085 PEORIA 6.3750 0.2500 0.0000 0.0085 Ahoskie 8.1250 0.2500 0.0000 0.0085 JACKSONVILLE 8.5000 0.2500 0.0000 0.0085 Evansville 7.7500 0.2500 0.0000 0.0085 BRYANS ROAD 7.2500 0.2500 0.0000 0.0085 WALDORF 7.0000 0.2500 0.0000 0.0085 JACKSONVILLE 8.5000 0.2500 0.0000 0.0085 MEMPHIS 7.8750 0.2500 0.0000 0.0085 LORTON 7.7500 0.2500 0.0000 0.0085 SALISBURY 7.6250 0.2500 0.0000 0.0085 SAINT LOUIS 8.2500 0.2500 0.0000 0.0085 Trenton 7.6250 0.2500 0.0000 0.0085 REDMOND 8.5000 0.2500 0.0000 0.0085 MEMPHIS 7.8750 0.2500 0.0000 0.0085 TOLEDO 8.1250 0.2500 0.0000 0.0085 TAMPA 7.3750 0.2500 0.0000 0.0085 SAINT LOUIS 8.2500 0.2500 0.0000 0.0085 PROVIDENCE 8.1250 0.2500 0.0000 0.0085 RICHMOND 6.7500 0.2500 0.0000 0.0085 ISLE OF PALMS 7.8750 0.2500 0.0000 0.0085 CENTEREACH 6.8750 0.2500 0.0000 0.0085 SAINT LOUIS 8.5000 0.2500 0.0000 0.0085 LANCASTER 7.7500 0.2500 0.0000 0.0085 NORTH LAS VEGAS 6.0000 0.2500 0.0000 0.0085 Woodstock 7.7500 0.2500 0.0000 0.0085 LONG BEACH 7.5000 0.2500 0.0000 0.0085 EVANSTON 7.7500 0.2500 0.0000 0.0085 PEYTON 6.6250 0.2500 0.0000 0.0085 Marietta 8.5000 0.2500 0.0000 0.0085 EVANSTON 7.7500 0.2500 0.0000 0.0085 INDIANAPOLIS 8.3750 0.2500 0.0000 0.0085 Sunbury 7.7500 0.2500 0.0000 0.0085 Rome 7.7500 0.2500 0.0000 0.0085 ORLANDO 7.3750 0.2500 0.0000 0.0085 EVANSTON 7.7500 0.2500 0.0000 0.0085 AMSTERDAM 8.5000 0.2500 0.0000 0.0085 MIAMI 7.7500 0.2500 0.0000 0.0085 EL PASO 7.6250 0.2500 0.0000 0.0085 FALLS CHURCH 8.7500 0.2500 0.0000 0.0085 TYLER 6.8750 0.2500 0.0000 0.0085 LADYS ISLAND 6.7500 0.2500 0.0000 0.0085 JAMAICA 6.8750 0.2500 0.0000 0.0085 CHICAGO 7.2500 0.2500 0.0000 0.0085 Fort Wayne 7.8750 0.2500 0.0000 0.0085 BALTIMORE 6.5000 0.2500 0.0000 0.0085 PALM COAST 7.2500 0.2500 0.0000 0.0085 Hillsborough 7.8750 0.2500 0.0000 0.0085 ALEXANDRIA 8.2500 0.2500 0.0000 0.0085 CRYSTAL SPRINGS 7.7500 0.2500 0.0000 0.0085 PHOENIX 7.3750 0.2500 0.0000 0.0085 VIRGINIA BEACH 7.6250 0.2500 0.0000 0.0085 PORT JEFFERSON STATION 7.2500 0.2500 0.0000 0.0085 DAYTON 8.5000 0.2500 0.0000 0.0085 BAYONNE 6.3750 0.2500 0.0000 0.0085 WELLINGTON 8.5000 0.2500 0.0000 0.0085 AKRON 8.5000 0.2500 0.0000 0.0085 MARYVILLE 8.7500 0.2500 0.0000 0.0085 WARRENTON 7.0000 0.2500 0.0000 0.0085 OGDEN 7.5000 0.2500 0.0000 0.0085 EL PASO 7.5000 0.2500 0.0000 0.0085 SOUTH PADRE ISLAND 7.8750 0.2500 0.0000 0.0085 FARMINGTON 6.6250 0.2500 0.0000 0.0085 FARMINGTON 6.6250 0.2500 0.0000 0.0085 GRANDVILLE 9.5000 0.2500 0.0000 0.0085 BAY SHORE 7.2500 0.2500 0.0000 0.0085 BURNSVILLE 6.3750 0.2500 0.0000 0.0085 Evansville 8.1250 0.2500 0.0000 0.0085 KIRKLAND 7.1250 0.2500 0.0000 0.0085 DUNELLEN 7.6250 0.2500 0.0000 0.0085 HOLLYWOOD 8.1250 0.2500 0.0000 0.0085 Tigard 7.1250 0.2500 0.0000 0.0085 PORT SAINT LUCIE 8.5000 0.2500 0.0000 0.0085 PALISADES 9.7500 0.2500 0.0000 0.0085 MERCED 7.2500 0.2500 0.0000 0.0085 SAINT ALBANS 7.6250 0.2500 0.0000 0.0085 DAYTON 8.1250 0.2500 0.0000 0.0085 EL MONTE 6.8750 0.2500 0.0000 0.0085 SIDNEY 7.2500 0.2500 0.0000 0.0085 JACKSONVILLE 7.0000 0.2500 0.0000 0.0085 BRIDGEPORT 7.3750 0.2500 0.0000 0.0085 LAWRENCEVILLE 8.5000 0.2500 0.0000 0.0085 WATERFORD 7.1250 0.2500 0.0000 0.0085 MONROE 7.2500 0.2500 0.0000 0.0085 Atlantic Beach 7.2500 0.2500 0.0000 0.0085 Kalamazoo 6.5000 0.2500 0.0000 0.0085 WINCHESTER 7.2500 0.2500 0.0000 0.0085 SPOKANE 7.7500 0.2500 0.0000 0.0085 West Sacramento 7.5000 0.2500 0.0000 0.0085 FORT WORTH 7.0000 0.2500 0.0000 0.0085 SUNRISE 7.3750 0.2500 0.0000 0.0085 MARYSVILLE 7.5000 0.2500 0.0000 0.0085 CONCORD 7.2500 0.2500 0.0000 0.0085 SIOUX FALLS 8.1250 0.2500 0.0000 0.0085 COLUMBUS 7.6250 0.2500 0.0000 0.0085 NEWBERG 7.5000 0.2500 0.0000 0.0085 BELLEROSE 7.5000 0.2500 0.0000 0.0085 Paterson 7.8750 0.2500 0.0000 0.0085 LEWES 5.8750 0.2500 0.0000 0.0085 Boston 7.0000 0.2500 0.0000 0.0085 BOOTHWYN 7.7500 0.2500 0.0000 0.0085 TUCSON 6.5000 0.2500 0.0000 0.0085 CHICAGO 7.5000 0.2500 0.0000 0.0085 CHARLOTTE 8.5000 0.2500 0.0000 0.0085 WHEATON 7.7500 0.2500 0.0000 0.0085 FORT MYERS 6.8750 0.2500 0.0000 0.0085 TINLEY PARK 7.6250 0.2500 0.0000 0.0085 GRANTS PASS 7.8750 0.2500 0.0000 0.0085 RIGBY 6.6250 0.2500 0.0000 0.0085 STREAMWOOD 6.8750 0.2500 0.0000 0.0085 MILTON 7.7500 0.2500 0.0000 0.0085 Toms River 7.6250 0.2500 0.0000 0.0085 SAINT GEORGE 8.0000 0.2500 0.0000 0.0085 PATASKALA 7.1250 0.2500 0.0000 0.0085 LOVELAND 7.7500 0.2500 0.0000 0.0085 Boston 7.3750 0.2500 0.0000 0.0085 VIRGINIA BEACH 7.3750 0.2500 0.0000 0.0085 APPLE VALLEY 8.6250 0.2500 0.0000 0.0085 BOYNTON BEACH 8.1250 0.2500 0.0000 0.0085 PONTIAC 6.8750 0.2500 0.0000 0.0085 CHICAGO 8.1250 0.2500 0.0000 0.0085 NEWBURGH 7.0000 0.2500 0.0000 0.0085 Mcdonough 8.0000 0.2500 0.0000 0.0085 Boston 7.3750 0.2500 0.0000 0.0085 CONWAY 7.5000 0.2500 0.0000 0.0085 Durham 7.5000 0.2500 0.0000 0.0085 FORT MYERS 7.3750 0.2500 0.0000 0.0085 DETROIT 7.6250 0.2500 0.0000 0.0085 SURPRISE 6.6250 0.2500 0.0000 0.0085 LEES SUMMIT 7.6250 0.2500 0.0000 0.0085 AVONDALE 6.7500 0.2500 0.0000 0.0085 LITHIA 6.5000 0.2500 0.0000 0.0085 SURPRISE 7.2500 0.2500 0.0000 0.0085 FAIRVIEW 7.7500 0.2500 0.0000 0.0085 SHOW LOW 7.8750 0.2500 0.0000 0.0085 Charlotte 7.5000 0.2500 0.0000 0.0085 OKLAHOMA CITY 7.1250 0.2500 0.0000 0.0085 CLEVELAND 7.1250 0.2500 0.0000 0.0085 ALAMEDA 7.7500 0.2500 0.0000 0.0085 ORMOND BEACH 8.0000 0.2500 0.0000 0.0085 EWING 6.8750 0.2500 0.0000 0.0085 SAN ANTONIO 8.3750 0.2500 0.0000 0.0085 FORT PIERCE 8.1250 0.2500 0.0000 0.0085 RICHMOND 6.8750 0.2500 0.0000 0.0085 DAYTON 7.8750 0.2500 0.0000 0.0085 INDEPENDENCE 7.7500 0.2500 0.0000 0.0085 LARGO 7.5000 0.2500 0.0000 0.0085 SURPRISE 8.0000 0.2500 0.0000 0.0085 HANFORD 7.0000 0.2500 0.0000 0.0085 BRONX 8.1250 0.2500 0.0000 0.0085 BRANSON 6.7500 0.2500 0.0000 0.0085 ASHBURN 7.0000 0.2500 0.0000 0.0085 Belmont 6.6250 0.2500 0.0000 0.0085 LYNCHBURG 8.1250 0.2500 0.0000 0.0085 LYNCHBURG 8.1250 0.2500 0.0000 0.0085 DAYTON 7.5000 0.2500 0.0000 0.0085 HARLINGEN 6.7500 0.2500 0.0000 0.0085 LAWSON 7.8750 0.2500 0.0000 0.0085 EAST DURHAM 7.2500 0.2500 0.0000 0.0085 STOCKTON 7.0000 0.2500 0.0000 0.0085 ODENTON 6.7500 0.2500 0.0000 0.0085 WOODSIDE 8.0000 0.2500 0.0000 0.0085 CANTON 8.0000 0.2500 0.0000 0.0085 SAINT LOUIS 8.7500 0.2500 0.0000 0.0085 Camden 8.1250 0.2500 0.0000 0.0085 COLUMBUS 7.5000 0.2500 0.0000 0.0085 NORTH MIAMI 7.3750 0.2500 0.0000 0.0085 VIRGINIA BEACH 6.7500 0.2500 0.0000 0.0085 KANSAS CITY 7.2500 0.2500 0.0000 0.0085 AKRON 7.8750 0.2500 0.0000 0.0085 SAINT LOUIS 8.7500 0.2500 0.0000 0.0085 Belton 7.5000 0.2500 0.0000 0.0085 TOPEKA 8.8750 0.2500 0.0000 0.0085 GREENVILLE 7.6250 0.2500 0.0000 0.0085 VIENNA 8.6250 0.2500 0.0000 0.0085 OZONE PARK 6.5000 0.2500 0.0000 0.0085 AURORA 6.7500 0.2500 0.0000 0.0085 GOODLETTSVILLE 6.7500 0.2500 0.0000 0.0085 CHICAGO 8.1250 0.2500 0.0000 0.0085 APPLE VALLEY 8.0000 0.2500 0.0000 0.0085 Irvington 7.5000 0.2500 0.0000 0.0085 MURRIETA 8.5000 0.2500 0.0000 0.0085 HENDERSON 6.7500 0.2500 0.0000 0.0085 ZEPHYRHILLS 7.0000 0.2500 0.0000 0.0085 MERIDEN 6.8750 0.2500 0.0000 0.0085 PHILADELPHIA 7.8750 0.2500 0.0000 0.0085 SANTA ROSA 7.3750 0.2500 0.0000 0.0085 PROVIDENCE 7.5000 0.2500 0.0000 0.0085 WASHINGTON 7.2500 0.2500 0.0000 0.0085 GLENDALE 7.1250 0.2500 0.0000 0.0085 UPPER MARLBORO 7.0000 0.2500 0.0000 0.0085 RESTON 7.0000 0.2500 0.0000 0.0085 East Boston 6.2500 0.2500 0.0000 0.0085 CHICAGO 8.2500 0.2500 0.0000 0.0085 AURORA 8.1250 0.2500 0.0000 0.0085 PHOENIX 6.7500 0.2500 0.0000 0.0085 Cottonwood 7.1250 0.2500 0.0000 0.0085 HOMESTEAD 6.5000 0.2500 0.0000 0.0085 KANSAS CITY 8.1250 0.2500 0.0000 0.0085 HILLSBORO 7.0000 0.2500 0.0000 0.0085 LAKE OSWEGO 6.8750 0.2500 0.0000 0.0085 NEW LONDON 7.8750 0.2500 0.0000 0.0085 GRANTS PASS 7.1250 0.2500 0.0000 0.0085 WARREN 6.7500 0.2500 0.0000 0.0085 AIKEN 7.8750 0.2500 0.0000 0.0085 BUFFALO 7.5000 0.2500 0.0000 0.0085 CLERMONT 8.5000 0.2500 0.0000 0.0085 Louisville 8.3750 0.2500 0.0000 0.0085 NEWPORT NEWS 7.0000 0.2500 0.0000 0.0085 LOS ANGELES 6.7500 0.2500 0.0000 0.0085 MIAMI 8.5000 0.2500 0.0000 0.0085 HOFFMAN ESTATES 5.8750 0.2500 0.0000 0.0085 NAMPA 6.5000 0.2500 0.0000 0.0085 POWDER SPRINGS 8.7500 0.2500 0.0000 0.0085 Alpharetta 7.6250 0.2500 0.0000 0.0085 DETROIT 7.5000 0.2500 0.0000 0.0085 JACKSONVILLE BEACH 7.6250 0.2500 0.0000 0.0085 ANGOLA 8.1250 0.2500 0.0000 0.0085 BOILING SPRINGS 7.8750 0.2500 0.0000 0.0085 Apopka 7.6250 0.2500 0.0000 0.0085 BRONX 7.7500 0.2500 0.0000 0.0085 SPOKANE 6.7500 0.2500 0.0000 0.0085 ORLANDO 7.5000 0.2500 0.0000 0.0085 BROOKLYN 6.5000 0.2500 0.0000 0.0085 TYLER 7.3750 0.2500 0.0000 0.0085 PHILADELPHIA 8.1250 0.2500 0.0000 0.0085 Alpharetta 8.2500 0.2500 0.0000 0.0085 TOPEKA 7.3750 0.2500 0.0000 0.0085 CHICAGO 7.7500 0.2500 0.0000 0.0085 TOPEKA 7.3750 0.2500 0.0000 0.0085 TOPEKA 7.3750 0.2500 0.0000 0.0085 E FALLOWFIELD 8.5000 0.2500 0.0000 0.0085 MESA 8.0000 0.2500 0.0000 0.0085 GREENVILLE 7.5000 0.2500 0.0000 0.0085 RENTON 6.5000 0.2500 0.0000 0.0085 LANSING 8.0000 0.2500 0.0000 0.0085 XX XXXX 0.0000 0.0000 0.0000 0.0000 Xxxxxxx 7.5000 0.2500 0.0000 0.0085 BIRMINGHAM 7.7500 0.2500 0.0000 0.0085 BARTOW 7.8750 0.2500 0.0000 0.0085 OKLAHOMA CITY 8.0000 0.2500 0.0000 0.0085 CHICAGO 8.5000 0.2500 0.0000 0.0085 ORMOND BEACH 8.5000 0.2500 0.0000 0.0085 DETROIT 7.6250 0.2500 0.0000 0.0085 HOLLYWOOD 7.5000 0.2500 0.0000 0.0085 NORTH CHARLESTON 6.7500 0.2500 0.0000 0.0085 VANCOUVER 7.8750 0.2500 0.0000 0.0085 AVONDALE 7.6250 0.2500 0.0000 0.0085 JACKSONVILLE 8.1250 0.2500 0.0000 0.0085 SEGUIN 8.5000 0.2500 0.0000 0.0085 SOUTHFIELD 8.5000 0.2500 0.0000 0.0085 KENT 7.7500 0.2500 0.0000 0.0085 ROWESVILLE 7.5000 0.2500 0.0000 0.0085 MASPETH 6.8750 0.2500 0.0000 0.0085 Mutttontown 7.5000 0.2500 0.0000 0.0085 XXXX XXXX 0.0000 0.0000 0.0000 0.0000 XXXXXXXXXX 7.0000 0.2500 0.0000 0.0085 NORTH HOLLYWOOD 7.5000 0.2500 0.0000 0.0085 NEW DURHAM 6.6250 0.2500 0.0000 0.0085 RANCHO PALOS VERDES 5.8750 0.2500 0.0000 0.0085 SAN ANTONIO 8.3750 0.2500 0.0000 0.0085 PORT SAINT LUCIE 7.8750 0.2500 0.0000 0.0085 COLUMBUS 7.8750 0.2500 0.0000 0.0085 KANSAS CITY 6.7500 0.2500 0.0000 0.0085 NORTH CHARLESTON 7.5000 0.2500 0.0000 0.0085 FOUNTAIN 8.0000 0.2500 0.0000 0.0085 BALTIMORE 8.1250 0.2500 0.0000 0.0085 LAWRENCEVILLE 6.8750 0.2500 0.0000 0.0085 HOMESTEAD 6.8750 0.2500 0.0000 0.0085 LA VERGNE 6.5000 0.2500 0.0000 0.0085 NORTH LAS VEGAS 6.0000 0.2500 0.0000 0.0085 WASHINGTON 8.5000 0.2500 0.0000 0.0085 ATLANTA 8.5000 0.2500 0.0000 0.0085 Cumming 7.1250 0.2500 0.0000 0.0085 HILLSBORO 7.5000 0.2500 0.0000 0.0085 JACKSONVILLE 7.8750 0.2500 0.0000 0.0085 Wilmington 5.8750 0.2500 0.0000 0.0085 Las Cruces 7.8750 0.2500 0.0000 0.0085 VISALIA 7.6250 0.2500 0.0000 0.0085 SCAPPOOSE 7.1250 0.2500 0.0000 0.0085 SALEM 7.5000 0.2500 0.0000 0.0085 Santa Xxxxx 6.6250 0.2500 0.0000 0.0085 JACKSONVILLE 8.2500 0.2500 0.0000 0.0085 OZARK 7.2500 0.2500 0.0000 0.0085 CHICAGO 7.2500 0.2500 0.0000 0.0085 SCOTTSDALE 8.1250 0.2500 0.0000 0.0085 HOUSTON 7.8750 0.2500 0.0000 0.0085 ELMHURST 7.7500 0.2500 0.0000 0.0085 WASHINGTON 9.7500 0.2500 0.0000 0.0085 CHICAGO 8.1250 0.2500 0.0000 0.0085 XXXXXXXX 7.8750 0.2500 0.0000 0.0085 Powder Springs 8.0000 0.2500 0.0000 0.0085 PHOENIX 7.7500 0.2500 0.0000 0.0085 GLENDALE 7.2500 0.2500 0.0000 0.0085 MODESTO 7.3750 0.2500 0.0000 0.0085 LAS VEGAS 8.2500 0.2500 0.0000 0.0085 WALDORF 6.8750 0.2500 0.0000 0.0085 LISLE 6.8750 0.2500 0.0000 0.0085 SALEM 8.2500 0.2500 0.0000 0.0085 SPARTANBURG 8.0000 0.2500 0.0000 0.0085 SPOKANE 7.8750 0.2500 0.0000 0.0085 RIDGE 7.2500 0.2500 0.0000 0.0085 PHOENIX 8.0000 0.2500 0.0000 0.0085 WAKE FOREST 7.2500 0.2500 0.0000 0.0085 KANSAS CITY 6.7500 0.2500 0.0000 0.0085 XXXXXXX 6.5000 0.2500 0.0000 0.0085 MINNEAPOLIS 7.5000 0.2500 0.0000 0.0085 SPRING CITY 7.5000 0.2500 0.0000 0.0085 PINE BLUFFS 7.6250 0.2500 0.0000 0.0085 WASHINGTON 9.7500 0.2500 0.0000 0.0085 MARICOPA 8.1250 0.2500 0.0000 0.0085 GIBSONTON 8.1250 0.2500 0.0000 0.0085 CHEYENNE 7.6250 0.2500 0.0000 0.0085 ANNAPOLIS 6.0000 0.2500 0.0000 0.0085 SEAFORD 7.8750 0.2500 0.0000 0.0085 ESSEX 7.2500 0.2500 0.0000 0.0085 XXX XXXXXX 0.0000 0.0000 0.0000 0.0000 XXXXXX XXXX 6.7500 0.2500 0.0000 0.0085 Scottsdale 8.5000 0.2500 0.0000 0.0085 XXXXXXXXXX 0.0000 0.0000 0.0000 0.0000 XXXX XXXXXXXXXX 7.3750 0.2500 0.0000 0.0085 LIBERTY LAKE 7.2500 0.2500 0.0000 0.0085 Raleigh 8.0000 0.2500 0.0000 0.0085 SILVER SPRING 8.6250 0.2500 0.0000 0.0085 MIRA LOMA 7.0000 0.2500 0.0000 0.0085 KATONAH 7.8750 0.2500 0.0000 0.0085 Xxxx 8.7500 0.2500 0.0000 0.0085 XXXXXXX 7.3750 0.2500 0.0000 0.0085 PROVIDENCE 6.6250 0.2500 0.0000 0.0085 WOODBRIDGE 8.0000 0.2500 0.0000 0.0085 CAPE CORAL 7.8750 0.2500 0.0000 0.0085 Atlanta 7.8750 0.2500 0.0000 0.0085 RENO 6.0000 0.2500 0.0000 0.0085 RANDALLSTOWN 5.8750 0.2500 0.0000 0.0085 PERINTON 5.0000 0.2500 0.0000 0.0085 FRAMINGHAM 5.0000 0.2500 0.0000 0.0085 Vienna 6.5000 0.2500 0.0000 0.0085 Phippsburg 7.5000 0.2500 0.0000 0.0085 Detroit 7.5000 0.2500 0.0000 0.0085 Detroit 7.5000 0.2500 0.0000 0.0085 Washington 7.2500 0.2500 0.0000 0.0085 Fort Washington 6.5000 0.2500 0.0000 0.0085 Clermont 7.8750 0.2500 0.0000 0.0085 Manassas 7.3750 0.2500 0.0000 0.0085 Fort Washington 7.5000 0.2500 0.0000 0.0085 Sterling 7.6250 0.2500 0.0000 0.0085 Washington 6.3750 0.2500 0.0000 0.0085 Suisun City 7.1250 0.2500 0.0000 0.0085 Manassas 7.8750 0.2500 0.0000 0.0085 Woodbridge 7.8750 0.2500 0.0000 0.0085 Centreville 7.2500 0.2500 0.0000 0.0085 Fairfax 7.5000 0.2500 0.0000 0.0085 Culpeper 7.7500 0.2500 0.0000 0.0085 Fredericksburg 7.5000 0.2500 0.0000 0.0085 Xxxxxxxx 6.3750 0.2500 0.0000 0.0085 Fredericksburg 8.2500 0.2500 0.0000 0.0085 Cooksville 7.1250 0.2500 0.0000 0.0085 Manassas 7.6250 0.2500 0.0000 0.0085 Manassas 7.7500 0.2500 0.0000 0.0085 Winston Salem 7.1250 0.2500 0.0000 0.0085 Xxxxxx Xxxxx 0.0000 0.0000 0.0000 0.0000 Xxxxxxxxxx 6.8750 0.2500 0.0000 0.0085 Manassas 7.5000 0.2500 0.0000 0.0085 Richmond 7.2500 0.2500 0.0000 0.0085 Alexandria 8.1250 0.2500 0.0000 0.0085 Clinton 7.0000 0.2500 0.0000 0.0085 Upper Marlboro 8.0000 0.2500 0.0000 0.0085 Gaithersburg 6.6250 0.2500 0.0000 0.0085 Arlington 7.2500 0.2500 0.0000 0.0085 Beltsville 8.0000 0.2500 0.0000 0.0085 Manassas 7.5000 0.2500 0.0000 0.0085 Woodbridge 8.2500 0.2500 0.0000 0.0085 Capitol Heights 6.0000 0.2500 0.0000 0.0085 Culpeper 7.8750 0.2500 0.0000 0.0085 Alexandria 7.8750 0.2500 0.0000 0.0085 Woodbridge 7.6250 0.2500 0.0000 0.0085 Manassas 7.5000 0.2500 0.0000 0.0085 Takoma Park 7.5000 0.2500 0.0000 0.0085 Woodbridge 7.0000 0.2500 0.0000 0.0085 Leesburg 7.8750 0.2500 0.0000 0.0085 Aldie 7.2500 0.2500 0.0000 0.0085 TAMARAC 6.7500 0.2500 0.0000 0.0085 Reston 7.5000 0.2500 0.0000 0.0085 Manassas 7.5000 0.2500 0.0000 0.0085 Woodbridge 7.5000 0.2500 0.0000 0.0085 Falls Church 6.3750 0.2500 0.0000 0.0085 Xxxxxxxxx 0.0000 0.0000 0.0000 0.0000 XXXX XXXXXXXX 6.7500 0.2500 0.0000 0.0085 STREAMWOOD 7.3750 0.2500 0.0000 0.0085 LOUISVILLE 7.2500 0.2500 0.0000 0.0085 BALTIMORE 7.3750 0.2500 0.0000 0.0085 Fargo 6.1250 0.2500 0.0000 0.0085 BEALETON 7.2500 0.2500 0.0000 0.0085 COLUMBIA 8.2500 0.2500 0.0000 0.0085 DOVER 7.8750 0.2500 0.0000 0.0085 BALTIMORE 7.6250 0.2500 0.0000 0.0085 CARENCRO 8.1250 0.2500 0.0000 0.0085 BALTIMORE 7.7500 0.2500 0.0000 0.0085 BALTIMORE 7.6250 0.2500 0.0000 0.0085 BALTIMORE 8.3750 0.2500 0.0000 0.0085 WALDORF 6.6250 0.2500 0.0000 0.0085 ARLINGTON 7.6250 0.2500 0.0000 0.0085 Pasadena 6.7500 0.2500 0.0000 0.0085 ARLINGTON 7.6250 0.2500 0.0000 0.0085 BALTIMORE 7.6250 0.2500 0.0000 0.0085 ARLINGTON 6.6250 0.2500 0.0000 0.0085 DAVIDSONVILLE 6.7500 0.2500 0.0000 0.0085 NEW CASTLE 8.6250 0.2500 0.0000 0.0085 YORK 8.0000 0.2500 0.0000 0.0085 VIRGINIA BEACH 6.6250 0.2500 0.0000 0.0085 RICHMOND 6.7500 0.2500 0.0000 0.0085 CUMBERLAND 7.2500 0.2500 0.0000 0.0085 POTTSTOWN 7.3750 0.2500 0.0000 0.0085 POTTSTOWN 7.3750 0.2500 0.0000 0.0085 BALTIMORE 7.2500 0.2500 0.0000 0.0085 Baltimore 7.2500 0.2500 0.0000 0.0085 SOUDERTON 8.6250 0.2500 0.0000 0.0085 Grant 6.8750 0.2500 0.0000 0.0085 MIAMI 7.0000 0.2500 0.0000 0.0085 XXXX 8.2500 0.2500 0.0000 0.0085 TAMPA 7.6250 0.2500 0.0000 0.0085 Romulus 7.2500 0.2500 0.0000 0.0085 Lakeland 7.7500 0.2500 0.0000 0.0085 West Palm Beach 6.8750 0.2500 0.0000 0.0085 XXXXX XXXXXXXX 0.0000 0.0000 0.0000 0.0000 Xxxxxxxxx 8.2500 0.2500 0.0000 0.0085 Brooklyn 7.2500 0.2500 0.0000 0.0085 Wyandanch 7.2500 0.2500 0.0000 0.0085 ALTURA 7.1250 0.2500 0.0000 0.0085 Alexandria 6.8750 0.2500 0.0000 0.0085 APACHE JUNCTION 8.5000 0.2500 0.0000 0.0085 MOUNT LAUREL TOWNSHIP 8.2500 0.2500 0.0000 0.0085 XXXXXXXXX XXXXXXXX 0.0000 0.0000 0.0000 0.0000 XXX XXXXXXXXX 7.5000 0.2500 0.0000 0.0085 PATERSON 8.1250 0.2500 0.0000 0.0085 BAYONNE 7.5000 0.2500 0.0000 0.0085 Trenton 8.6250 0.2500 0.0000 0.0085 WOODBRIDGE 7.1250 0.2500 0.0000 0.0085 MT OLIVE TOWNSHIP 8.7500 0.2500 0.0000 0.0085 TRENTON 8.7500 0.2500 0.0000 0.0085 JERSEY CITY 8.0000 0.2500 0.0000 0.0085 NORTH BERGEN TWP 7.7500 0.2500 0.0000 0.0085 PASSAIC 7.7500 0.2500 0.0000 0.0085 EAST ORANGE 8.1250 0.2500 0.0000 0.0085 EAST ORANGE 7.8750 0.2500 0.0000 0.0085 JERSEY CITY 8.6250 0.2500 0.0000 0.0085 MENDHAM TOWNSHIP 6.1250 0.2500 0.0000 0.0085 Miami 7.1250 0.2500 0.0000 0.0085 Hialeah 8.3750 0.2500 0.0000 0.0085 Hillsborough 6.3750 0.2500 0.0000 0.0085 Xxxxxxx River Township 6.3750 0.2500 0.0000 0.0085 Xxxxxxxxx 7.7500 0.2500 0.0000 0.0085 Newark 8.6250 0.2500 0.0000 0.0085 Fitchburg 7.3750 0.2500 0.0000 0.0085 Xxxxxxxx 8.3750 0.2500 0.0000 0.0085 Orange 8.1250 0.2500 0.0000 0.0085 Newark 7.7500 0.2500 0.0000 0.0085 Jersey City 8.2500 0.2500 0.0000 0.0085 Xxxx 7.3750 0.2500 0.0000 0.0085 Antioch 5.8750 0.2500 0.0000 0.0085 New Port Xxxxxx 6.7500 0.2500 0.0000 0.0085 Mobile 6.8750 0.2500 0.0000 0.0085 Nashville 6.8750 0.2500 0.0000 0.0085 Dunedin 6.8750 0.2500 0.0000 0.0085 Seminole 7.7500 0.2500 0.0000 0.0085 Largo 7.2500 0.2500 0.0000 0.0085 Mandeville 6.5000 0.2500 0.0000 0.0085 Dunedin 6.7500 0.2500 0.0000 0.0085 Clearwater 7.6250 0.2500 0.0000 0.0085 Ocala 7.6250 0.2500 0.0000 0.0085 Clearwater 6.7500 0.2500 0.0000 0.0085 Chattanooga 7.1250 0.2500 0.0000 0.0085 Hendersonville 7.7500 0.2500 0.0000 0.0085 Iuka 7.2500 0.2500 0.0000 0.0085 Auburn 6.1250 0.2500 0.0000 0.0085 Cape Coral 6.0000 0.2500 0.0000 0.0085 Xxxxxxx 7.3750 0.2500 0.0000 0.0085 Celebration 7.1250 0.2500 0.0000 0.0085 Orlando 6.8750 0.2500 0.0000 0.0085 Gulf Breeze 6.7500 0.2500 0.0000 0.0085 Nashville 7.3750 0.2500 0.0000 0.0085 Birmingham 6.0000 0.2500 0.0000 0.0085 JONESBORO 8.0000 0.2500 0.0000 0.0085 LITHONIA 7.0000 0.2500 0.0000 0.0085 Cincinnati 7.5000 0.2500 0.0000 0.0085 XXXX XXXXXX 8.7500 0.2500 0.0000 0.0085 MIAMI 7.5000 0.2500 0.0000 0.0085 Cincinnati 7.5000 0.2500 0.0000 0.0085 MARIETTA 7.7500 0.2500 0.0000 0.0085 Kennesaw 7.5000 0.2500 0.0000 0.0085 BLUE RIDGE 7.6250 0.2500 0.0000 0.0085 HIGH POINT 7.7500 0.2500 0.0000 0.0085 ATLANTA 8.7500 0.2500 0.0000 0.0085 Cincinnati 8.2500 0.2500 0.0000 0.0085 Port Xxxxxxx 6.5000 0.2500 0.0000 0.0085 Bayside 7.2500 0.2500 0.0000 0.0085 Fresh Xxxxxxx 6.8750 0.2500 0.0000 0.0085 Philadelphia 7.8750 0.2500 0.0000 0.0085 Westampton 7.5000 0.2500 0.0000 0.0085 Philadelphia 6.8750 0.2500 0.0000 0.0085 Northfield 7.2500 0.2500 0.0000 0.0085 Woodbury 7.3750 0.2500 0.0000 0.0085 Ocean City 7.5000 0.2500 0.0000 0.0085 BROOKLYN 7.7500 0.2500 0.0000 0.0085 Brooklyn 6.6250 0.2500 0.0000 0.0085 Xxxxxxx Xxxxx 0.0000 0.0000 0.0000 0.0000 Xxxxxx 7.6250 0.2500 0.0000 0.0085 Chicago 7.3750 0.2500 0.0000 0.0085 JERSEY CITY 7.8750 0.2500 0.0000 0.0085 NOGALES 7.5000 0.2500 0.0000 0.0085 PLACENTIA 6.8750 0.2500 0.0000 0.0085 SURPRISE 8.5000 0.2500 0.0000 0.0085 UPLAND 6.8750 0.2500 0.0000 0.0085 CHINO 6.8750 0.2500 0.0000 0.0085 PLACENTIA 6.8750 0.2500 0.0000 0.0085 EL CENTRO 6.1250 0.2500 0.0000 0.0085 YUMA 7.0000 0.2500 0.0000 0.0085 Laredo 6.7500 0.2500 0.0000 0.0085 GREELEY 7.3750 0.2500 0.0000 0.0085 GREELEY 7.3750 0.2500 0.0000 0.0085 GREELEY 7.3750 0.2500 0.0000 0.0085 PALM SPRINGS 7.1250 0.2500 0.0000 0.0085 Rio Rico 7.8750 0.2500 0.0000 0.0085 Xxxxxxxxxx 7.0000 0.2500 0.0000 0.0085 Chicago 6.8750 0.2500 0.0000 0.0085 Minneapolis 7.7500 0.2500 0.0000 0.0085 Chicago 6.8750 0.2500 0.0000 0.0085 Little Rock 7.2500 0.2500 0.0000 0.0085 Xxxxxx 7.2500 0.2500 0.0000 0.0085 Brighton 6.8750 0.2500 0.0000 0.0085 KINGSVILLE 6.6250 0.2500 0.0000 0.0085 Chicago 6.8750 0.2500 0.0000 0.0085 Florissant 7.5000 0.2500 0.0000 0.0085 Atlanta 7.7500 0.2500 0.0000 0.0085 Orlando 7.0000 0.2500 0.0000 0.0085 Orlando 7.1250 0.2500 0.0000 0.0085 Ellijay 7.8750 0.2500 0.0000 0.0085 Tampa 7.1250 0.2500 0.0000 0.0085 New River 7.0000 0.2500 0.0000 0.0085 Millington 7.2500 0.2500 0.0000 0.0085 Savannah 7.1250 0.2500 0.0000 0.0085 Arvada 7.5000 0.2500 0.0000 0.0085 Davie Beach 7.8750 0.2500 0.0000 0.0085 York 8.1250 0.2500 0.0000 0.0085 Granbury 7.7500 0.2500 0.0000 0.0085 Chicago 6.8750 0.2500 0.0000 0.0085 WASHINGTON 7.5000 0.2500 0.0000 0.0085 ELLICOTT CITY 6.8750 0.2500 0.0000 0.0085 FORKED RIVER 7.8750 0.2500 0.0000 0.0085 EASTON 9.6250 0.2500 0.0000 0.0085 LAREDO 6.5000 0.2500 0.0000 0.0085 MESA 6.2500 0.2500 0.0000 0.0085 XXXXXX 7.2500 0.2500 0.0000 0.0085 MISSION 8.0000 0.2500 0.0000 0.0085 PHOENIX 6.1250 0.2500 0.0000 0.0085 BELLEVUE 7.0000 0.2500 0.0000 0.0085 ORANGE 6.6250 0.2500 0.0000 0.0085 MCALLEN 7.6250 0.2500 0.0000 0.0085 XXXXXX 8.2500 0.2500 0.0000 0.0085 SEVERNA PARK 7.5000 0.2500 0.0000 0.0085 SUN CITY WEST 6.8750 0.2500 0.0000 0.0085 WESLACO 7.6250 0.2500 0.0000 0.0085 CEDAR PARK 7.2500 0.2500 0.0000 0.0085 DECATUR 8.6250 0.2500 0.0000 0.0085 FORT WORTH 6.8750 0.2500 0.0000 0.0085 LEESBURG 6.8750 0.2500 0.0000 0.0085 XXXXXXXXX 7.1250 0.2500 0.0000 0.0085 GREAT FALLS 7.1250 0.2500 0.0000 0.0085 SILVER SPRING 5.7500 0.2500 0.0000 0.0085 ATHENS 7.7500 0.2500 0.0000 0.0085 SILVER SPRING 6.8750 0.2500 0.0000 0.0085 MIDDLETOWN 6.7500 0.2500 0.0000 0.0085 CAPITOL HEIGHTS 7.7500 0.2500 0.0000 0.0085 MESA 6.2500 0.2500 0.0000 0.0085 ROUND ROCK 7.0000 0.2500 0.0000 0.0085 MCALLEN 8.2500 0.2500 0.0000 0.0085 XXXXX XXXX 0.0000 0.0000 0.0000 0.0000 XXXXXXX 7.6250 0.2500 0.0000 0.0085 MESA 7.7500 0.2500 0.0000 0.0085 CLAREMONT 5.8750 0.2500 0.0000 0.0085 ORANGE 8.1250 0.2500 0.0000 0.0085 XXXXXXXX 7.0000 0.2500 0.0000 0.0085 SAN FRANCISCO 6.7500 0.2500 0.0000 0.0085 XXXXXX 7.0000 0.2500 0.0000 0.0085 MISSION 8.6250 0.2500 0.0000 0.0085 SANTA XXX 7.0000 0.2500 0.0000 0.0085 SAN ANTONIO 6.2500 0.2500 0.0000 0.0085 PHOENIX 7.3750 0.2500 0.0000 0.0085 GREAT FALLS 6.1250 0.2500 0.0000 0.0085 TOMS RIVER 7.2500 0.2500 0.0000 0.0085 SPRING LAKE 6.6250 0.2500 0.0000 0.0085 HOLLYWOOD 7.3750 0.2500 0.0000 0.0085 HILLSDALE 6.8750 0.2500 0.0000 0.0085 MINNEAPOLIS 7.3750 0.2500 0.0000 0.0085 BROWNSVILLE 7.0000 0.2500 0.0000 0.0085 MINNEAPOLIS 7.5000 0.2500 0.0000 0.0085 LAREDO 7.3750 0.2500 0.0000 0.0085 PHOENIX 6.0000 0.2500 0.0000 0.0085 BIG BEAR LAKE 7.2500 0.2500 0.0000 0.0085 YONKERS 7.5000 0.2500 0.0000 0.0085 WASHINGTON 7.1250 0.2500 0.0000 0.0085 TOTOWA 6.8750 0.2500 0.0000 0.0085 BELLINGHAM 7.1250 0.2500 0.0000 0.0085 RICHMOND 7.2500 0.2500 0.0000 0.0085 TAKOMA PARK 6.6250 0.2500 0.0000 0.0085 CORONA 7.2500 0.2500 0.0000 0.0085 WESLACO 7.3750 0.2500 0.0000 0.0085 MCALLEN 9.7500 0.2500 0.0000 0.0085 ARIZONA CITY 6.8750 0.2500 0.0000 0.0085 WASHINGTON 6.6250 0.2500 0.0000 0.0085 MESA 6.2500 0.2500 0.0000 0.0085 REMINGTON 6.2500 0.2500 0.0000 0.0085 PHOENIX 6.8750 0.2500 0.0000 0.0085 BALTIMORE 6.3750 0.2500 0.0000 0.0085 Encino 7.6250 0.2500 0.0000 0.0085 San Antonio 8.2500 0.2500 0.0000 0.0085 OAK POINT 7.6250 0.2500 0.0000 0.0085 Dallas 7.1250 0.2500 0.0000 0.0085 OAK POINT 7.6250 0.2500 0.0000 0.0085 Bethlehem 7.5000 0.2500 0.0000 0.0085 Stockbridge 7.5000 0.2500 0.0000 0.0085 Frisco 7.2500 0.2500 0.0000 0.0085 Xxxxx 7.8750 0.2500 0.0000 0.0085 Ellenwood 6.8750 0.2500 0.0000 0.0085 Loris 6.5000 0.2500 0.0000 0.0085 Round Rock 6.8750 0.2500 0.0000 0.0085 Plano 6.5000 0.2500 0.0000 0.0085 Stockbridge 7.8750 0.2500 0.0000 0.0085 Rockport 7.7500 0.2500 0.0000 0.0085 Hapeville 8.2500 0.2500 0.0000 0.0085 Dallas 7.8750 0.2500 0.0000 0.0085 San Diego 6.7500 0.2500 0.0000 0.0085 Dallas 7.5000 0.2500 0.0000 0.0085 Prescott 6.7500 0.2500 0.0000 0.0085 Lincoln 7.5000 0.2500 0.0000 0.0085 Pflugerville 6.8750 0.2500 0.0000 0.0085 FT WORTH 7.0000 0.2500 0.0000 0.0085 Dacula 7.7500 0.2500 0.0000 0.0085 Xxxxxx 7.3750 0.2500 0.0000 0.0085 San Diego 7.0000 0.2500 0.0000 0.0085 Xxxxxxxx 7.2500 0.2500 0.0000 0.0085 Mesquite 8.0000 0.2500 0.0000 0.0085 Midway City 6.8750 0.2500 0.0000 0.0085 Xxxxxxxxx 6.3750 0.2500 0.0000 0.0085 Los Angeles 6.8750 0.2500 0.0000 0.0085 San Diego 6.2500 0.2500 0.0000 0.0085 Grand Prairie 8.5000 0.2500 0.0000 0.0085 Houston 7.8750 0.2500 0.0000 0.0085 Dallas 7.7500 0.2500 0.0000 0.0085 Vista 7.1250 0.2500 0.0000 0.0085 Marietta 7.0000 0.2500 0.0000 0.0085 FATE 6.2500 0.2500 0.0000 0.0085 Lewisville 7.8750 0.2500 0.0000 0.0085 Abingdon 7.3750 0.2500 0.0000 0.0085 Valdosta 7.7500 0.2500 0.0000 0.0085 Mcallen 7.6250 0.2500 0.0000 0.0085 Albuquerque 7.5000 0.2500 0.0000 0.0085 Riverdale 8.2500 0.2500 0.0000 0.0085 San Antonio 7.2500 0.2500 0.0000 0.0085 Douglasville 6.5000 0.2500 0.0000 0.0085 Deer Park 7.8750 0.2500 0.0000 0.0085 Myrtle Beach 7.3750 0.2500 0.0000 0.0085 Valdosta 7.8750 0.2500 0.0000 0.0085 Spring 6.7500 0.2500 0.0000 0.0085 Xxxxxx 7.8750 0.2500 0.0000 0.0085 Xxxxxx 6.1250 0.2500 0.0000 0.0085 XXXXXX 7.5000 0.2500 0.0000 0.0085 Mesquite 7.8750 0.2500 0.0000 0.0085 Irving 7.2500 0.2500 0.0000 0.0085 Eden Prairie 6.8750 0.2500 0.0000 0.0085 Houston 7.6250 0.2500 0.0000 0.0085 Stockbridge 6.7500 0.2500 0.0000 0.0085 OAK POINT 7.5000 0.2500 0.0000 0.0085 Dallas 7.0000 0.2500 0.0000 0.0085 Jefferson 6.8750 0.2500 0.0000 0.0085 Arlington 7.2500 0.2500 0.0000 0.0085 Houston 6.8750 0.2500 0.0000 0.0085 OAK POINT 7.5000 0.2500 0.0000 0.0085 Farmers Branch 7.5000 0.2500 0.0000 0.0085 Albuquerque 7.0000 0.2500 0.0000 0.0085 Oklahoma City 6.5000 0.2500 0.0000 0.0085 Honolulu 7.6250 0.2500 0.0000 0.0085 Las Vegas 6.8750 0.2500 0.0000 0.0085 Pasadena 6.5000 0.2500 0.0000 0.0085 ANTIOCH 6.3750 0.2500 0.0000 0.0085 SAN MARCOS 6.7500 0.2500 0.0000 0.0085 COEUR D ALENE 7.2500 0.2500 0.0000 0.0085 XXXXXX 7.5000 0.2500 0.0000 0.0085 SPOKANE 7.2500 0.2500 0.0000 0.0085 CARMEL VALLEY 6.7500 0.2500 0.0000 0.0085 Xxxxxxx 6.8750 0.2500 0.0000 0.0085 Carrollton 7.0000 0.2500 0.0000 0.0085 ALPINE FOREST 7.5000 0.2500 0.0000 0.0085 CERES 7.6250 0.2500 0.0000 0.0085 Indianapolis 7.3750 0.2500 0.0000 0.0085 HOPKINSVILLE 7.5000 0.2500 0.0000 0.0085 XXXXXXXX 7.8750 0.2500 0.0000 0.0085 INDIANAPOLIS 7.3750 0.2500 0.0000 0.0085 COSHOCTON 7.6250 0.2500 0.0000 0.0085 HOPKINSVILLE 7.5000 0.2500 0.0000 0.0085 INDIANAPOLIS 7.6250 0.2500 0.0000 0.0085 LOUISVILLE 7.2500 0.2500 0.0000 0.0085 HOPKINSVILLE 7.5000 0.2500 0.0000 0.0085 HOPKINSVILLE 7.5000 0.2500 0.0000 0.0085 HOPKINSVILLE 7.5000 0.2500 0.0000 0.0085 HOPKINSVILLE 7.5000 0.2500 0.0000 0.0085 Aurora 7.5000 0.2500 0.0000 0.0085 Milwaukee 7.3750 0.2500 0.0000 0.0085 Cape Coral 7.6250 0.2500 0.0000 0.0085 Keystone 7.0000 0.2500 0.0000 0.0085 Kenosha 7.5000 0.2500 0.0000 0.0085 Milwaukee 7.3750 0.2500 0.0000 0.0085 Xxxxxxx 7.7500 0.2500 0.0000 0.0085 Coral Gables 6.7500 0.2500 0.0000 0.0085 Ashburn 7.8750 0.2500 0.0000 0.0085 Shelter Island 6.6250 0.2500 0.0000 0.0085 Alexandria 7.5000 0.2500 0.0000 0.0085 Manassas 7.2500 0.2500 0.0000 0.0085 Silver Spring 7.3750 0.2500 0.0000 0.0085 Alexandria 6.7500 0.2500 0.0000 0.0085 Alexandria 7.7500 0.2500 0.0000 0.0085 Falls Church 7.5000 0.2500 0.0000 0.0085 Cape Coral 6.7500 0.2500 0.0000 0.0085 Washington 6.7500 0.2500 0.0000 0.0085 Manassas 7.1250 0.2500 0.0000 0.0085 CLEVELAND 8.0000 0.2500 0.0000 0.0085 KAILUA 6.7500 0.2500 0.0000 0.0085 PINEVILLE 8.2500 0.2500 0.0000 0.0085 Honolulu 6.3750 0.2500 0.0000 0.0085 PLEASANT HILL 7.1250 0.2500 0.0000 0.0085 XXXXXXXXX 7.6250 0.2500 0.0000 0.0085 Xxxxxx 7.3750 0.2500 0.0000 0.0085 Elberton 7.0000 0.2500 0.0000 0.0085 Ventura 6.5000 0.2500 0.0000 0.0085 Xxxxxxx 7.3750 0.2500 0.0000 0.0085 Mesa 6.8750 0.2500 0.0000 0.0085 Tucson 7.3750 0.2500 0.0000 0.0085 Sun City 6.5000 0.2500 0.0000 0.0085 Myrtle 8.6250 0.2500 0.0000 0.0085 Scottsdale 6.8750 0.2500 0.0000 0.0085 Tempe 7.5000 0.2500 0.0000 0.0085 Olathe 8.7500 0.2500 0.0000 0.0085 Phoenix 8.0000 0.2500 0.0000 0.0085 Phoenix 7.3750 0.2500 0.0000 0.0085 Tucson 7.5000 0.2500 0.0000 0.0085 Paradise Valley 7.3750 0.2500 0.0000 0.0085 Cottonwood 7.5000 0.2500 0.0000 0.0085 Kansas City 8.0000 0.2500 0.0000 0.0085 Xxxxxxx 0.0000 0.0000 0.0000 0.0000 Xxxxxx Xxxx 8.0000 0.2500 0.0000 0.0085 Phoenix 6.5000 0.2500 0.0000 0.0085 Apache Junction 7.2500 0.2500 0.0000 0.0085 Yuma 6.3750 0.2500 0.0000 0.0085 Phoenix 6.7500 0.2500 0.0000 0.0085 Phoenix 8.2500 0.2500 0.0000 0.0085 WEST FARGO 7.6250 0.2500 0.0000 0.0085 SPRING 7.8750 0.2500 0.0000 0.0085 HOUSTON 7.7500 0.2500 0.0000 0.0085 SPRING 7.8750 0.2500 0.0000 0.0085 SAN ANTONIO 7.0000 0.2500 0.0000 0.0085 HOUSTON 7.8750 0.2500 0.0000 0.0085 XXXXXX XXXXXX XXXXX 0.0000 0.2500 0.0000 0.0085 SPRING 7.8750 0.2500 0.0000 0.0085 Palm Bay 7.2500 0.2500 0.0000 0.0085 Titusville 7.5000 0.2500 0.0000 0.0085 palmbay 7.3750 0.2500 0.0000 0.0085 San Diego 6.5000 0.2500 0.0000 0.0085 San Diego 6.5000 0.2500 0.0000 0.0085 Xxxxx 6.6250 0.2500 0.0000 0.0085 Cincinnati 7.7500 0.2500 0.0000 0.0085 West Springfield 8.0000 0.2500 0.0000 0.0085 Columbus 7.2500 0.2500 0.0000 0.0085 Xxxxxx 8.2500 0.2500 0.0000 0.0085 Newark 6.3750 0.2500 0.0000 0.0085 Fredericktown 7.8750 0.2500 0.0000 0.0085 Pittsburgh 7.3750 0.2500 0.0000 0.0085 Columbus 7.5000 0.2500 0.0000 0.0085 Pennsburg 6.6250 0.2500 0.0000 0.0085 Fredericktown 7.0000 0.2500 0.0000 0.0085 Harrisburg 8.6250 0.2500 0.0000 0.0085 Union 7.8750 0.2500 0.0000 0.0085 BETHEL 8.6250 0.2500 0.0000 0.0085 Xxxxxxxx 0.0000 0.0000 0.0000 0.0000 Xxx Xxxxx 6.2500 0.2500 0.0000 0.0085 WATERTOWN 7.1250 0.2500 0.0000 0.0085 Freeport 6.8750 0.2500 0.0000 0.0085 Elmont 7.7500 0.2500 0.0000 0.0085 Fort Worth 7.7500 0.2500 0.0000 0.0085 Xxxxxx 7.0000 0.2500 0.0000 0.0085 Kellyville 8.7500 0.2500 0.0000 0.0085 Lithia 6.8750 0.2500 0.0000 0.0085 XXXXXXX 7.0000 0.2500 0.0000 0.0085 BETHESDA 7.8750 0.2500 0.0000 0.0085 Xxxxxx 7.2500 0.2500 0.0000 0.0085 SILVER SPRING 6.7500 0.2500 0.0000 0.0085 Xxxxxxx 7.7500 0.2500 0.0000 0.0085 LAUREL 7.3750 0.2500 0.0000 0.0085 Leesburg 6.3750 0.2500 0.0000 0.0085 GERMANTOWN 7.3750 0.2500 0.0000 0.0085 Xxxxxxx 6.8750 0.2500 0.0000 0.0085 Lewiston 6.5000 0.2500 0.0000 0.0085 Portland 6.6250 0.2500 0.0000 0.0085 Xxxxxxxx Township 7.8750 0.2500 0.0000 0.0085 Chicopee 7.8750 0.2500 0.0000 0.0085 Highland 7.0000 0.2500 0.0000 0.0085 Converse 7.0000 0.2500 0.0000 0.0085 Emerald Isle 7.3750 0.2500 0.0000 0.0085 Xxxxxxx 7.2500 0.2500 0.0000 0.0085 Saint Petersburg 7.1250 0.2500 0.0000 0.0085 Derby 7.7500 0.2500 0.0000 0.0085 Washington 6.5000 0.2500 0.0000 0.0085 PERRYVILLE 7.5000 0.2500 0.0000 0.0085 Waukegan 8.0000 0.2500 0.0000 0.0085 Wilmington 6.8750 0.2500 0.0000 0.0085 Charlotte 7.2500 0.2500 0.0000 0.0085 Lebanon 6.6250 0.2500 0.0000 0.0085 Denver 7.2500 0.2500 0.0000 0.0085 Raynham 6.6250 0.2500 0.0000 0.0085 San Antonio 7.5000 0.2500 0.0000 0.0085 Freedom 6.2500 0.2500 0.0000 0.0085 San Antonio 7.8750 0.2500 0.0000 0.0085 Chicopee 7.8750 0.2500 0.0000 0.0085 Pleasant View 6.8750 0.2500 0.0000 0.0085 XXXXXXXX 7.2500 0.2500 0.0000 0.0085 Weymouth 6.8750 0.2500 0.0000 0.0085 Charlotte 7.0000 0.2500 0.0000 0.0085 Dorchester 6.8750 0.2500 0.0000 0.0085 Xxxxxxxx 6.2500 0.2500 0.0000 0.0085 Elkton 7.5000 0.2500 0.0000 0.0085 SAN ANTONIO 7.6250 0.2500 0.0000 0.0085 Assonet 6.8750 0.2500 0.0000 0.0085 Xxxxxx 6.5000 0.2500 0.0000 0.0085 Mashpee 6.7500 0.2500 0.0000 0.0085 GOSHEN 8.7500 0.2500 0.0000 0.0085 TULARE 8.8750 0.2500 0.0000 0.0085 VISALIA 8.6250 0.2500 0.0000 0.0085 FRESNO 8.6250 0.2500 0.0000 0.0085 Las Vegas 8.1250 0.2500 0.0000 0.0085 Las Vegas 7.3750 0.2500 0.0000 0.0085 MURRIETA 7.2500 0.2500 0.0000 0.0085 Maineville 7.0000 0.2500 0.0000 0.0085 HAGERSTOWN 6.2500 0.2500 0.0000 0.0085 CHARLOTTESVILLE 6.0000 0.2500 0.0000 0.0085 LAUREL 8.3750 0.2500 0.0000 0.0085 CHARLOTTESVILLE 6.5000 0.2500 0.0000 0.0085 CHARLOTTESVILLE 6.0000 0.2500 0.0000 0.0085 CHARLOTTESVILLE 6.2500 0.2500 0.0000 0.0085 CHARLOTTESVILLE 6.3750 0.2500 0.0000 0.0085 WICHITA 7.3750 0.2500 0.0000 0.0085 CHARLOTTESVILLE 7.0000 0.2500 0.0000 0.0085 Charlottesville 6.2500 0.2500 0.0000 0.0085 Washington 7.3750 0.2500 0.0000 0.0085 CHARLOTTESVILLE 6.3750 0.2500 0.0000 0.0085 MIAMI 7.7500 0.2500 0.0000 0.0085 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N LAS VEGAS 7.2500 0.2500 0.0000 0.0085 XXXXXXXXX 7.5000 0.2500 0.0000 0.0085 XXXXXX XXXX 0.0000 0.0000 0.0000 0.0000 XXXXXXXX 7.3750 0.2500 0.0000 0.0085 Bay Shore 7.0000 0.2500 0.0000 0.0085 Xxxxxxx 7.2500 0.2500 0.0000 0.0085 East Elmhurst 7.0000 0.2500 0.0000 0.0085 North Bergen 6.8750 0.2500 0.0000 0.0085 West Orange 7.2500 0.2500 0.0000 0.0085 Jamaica 7.0000 0.2500 0.0000 0.0085 Passaic 7.2500 0.2500 0.0000 0.0085 Far Rockaway 6.7500 0.2500 0.0000 0.0085 Hyattsville 7.2500 0.2500 0.0000 0.0085 Hyattsville 7.2500 0.2500 0.0000 0.0085 Hyattsville 7.2500 0.2500 0.0000 0.0085 Hahira 7.1250 0.2500 0.0000 0.0085 Coral Springs 7.7500 0.2500 0.0000 0.0085 Beulaville 8.1250 0.2500 0.0000 0.0085 Columbus 7.8750 0.2500 0.0000 0.0085 Lake Oswego 9.5000 0.2500 0.0000 0.0085 WILLINGBORO 7.0000 0.2500 0.0000 0.0085 Minneapolis 8.6250 0.2500 0.0000 0.0085 DOVE CANYON 6.5000 0.2500 0.0000 0.0085 VISALIA 7.3750 0.2500 0.0000 0.0085 SAN FRANCISCO 6.8750 0.2500 0.0000 0.0085 Concord 8.1250 0.2500 0.0000 0.0085 West New York 6.2500 0.2500 0.0000 0.0085 LAS VEGAS 7.7500 0.2500 0.0000 0.0085 Miami 6.7500 0.2500 0.0000 0.0085 Hialeah 7.5000 0.2500 0.0000 0.0085 Tampa 7.8750 0.2500 0.0000 0.0085 Melbourne 7.1250 0.2500 0.0000 0.0085 Miami Beach 6.8750 0.2500 0.0000 0.0085 MIAMI 7.5000 0.2500 0.0000 0.0085 LOS ANGELES 6.8750 0.2500 0.0000 0.0085 MILPITAS 6.6250 0.2500 0.0000 0.0085 GREENFIELD 6.6250 0.2500 0.0000 0.0085 SANTA XXX 6.8750 0.2500 0.0000 0.0085 XXX XXXX 0.0000 0.0000 0.0000 0.0000 XXXXXX XXXX 7.1250 0.2500 0.0000 0.0085 Columbia 8.5000 0.2500 0.0000 0.0085 Savannah 7.8750 0.2500 0.0000 0.0085 Jacksonville 7.1250 0.2500 0.0000 0.0085 Jacksonville 7.0000 0.2500 0.0000 0.0085 Jacksonville 7.2500 0.2500 0.0000 0.0085 Baltimore 7.0000 0.2500 0.0000 0.0085 Xxxxxx 7.6250 0.2500 0.0000 0.0085 Xxxxx Xxxxxxxx 0.0000 0.0000 0.0000 0.0000 XXXXXXX 6.8750 0.2500 0.0000 0.0085 CULPEPER 6.8750 0.2500 0.0000 0.0085 QUEEN CREEK 6.7500 0.2500 0.0000 0.0085 UPPER MARLBORO 6.2500 0.2500 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Monroe 7.1250 0.2500 0.0000 0.0085 Orlando 7.0000 0.2500 0.0000 0.0085 Jacksonville 7.2500 0.2500 0.0000 0.0085 Bradenton 7.7500 0.2500 0.0000 0.0085 Xxxxxxx 6.6250 0.2500 0.0000 0.0085 Dunedin 6.5000 0.2500 0.0000 0.0085 Tampa 6.3750 0.2500 0.0000 0.0085 Marietta 6.7500 0.2500 0.0000 0.0085 Woodstock 7.8750 0.2500 0.0000 0.0085 Xxxxxx 6.3750 0.2500 0.0000 0.0085 Stockbridge 7.6250 0.2500 0.0000 0.0085 Virginia Beach 8.1250 0.2500 0.0000 0.0085 Cicero 7.5000 0.2500 0.0000 0.0085 PALM BEACH GARDENS 7.6250 0.2500 0.0000 0.0085 ALEXANDRIA 7.6250 0.2500 0.0000 0.0085 Roanoke 7.5000 0.2500 0.0000 0.0085 Reisterstown 6.6250 0.2500 0.0000 0.0085 MELBOURNE 7.3750 0.2500 0.0000 0.0085 SHERWOOD 7.6250 0.2500 0.0000 0.0085 BEDFORD 6.3750 0.2500 0.0000 0.0085 Arlington 7.3750 0.2500 0.0000 0.0085 Xxxxx Xxxx 7.1250 0.2500 0.0000 0.0085 PALM BAY 7.3750 0.2500 0.0000 0.0085 SAINT AUGUSTINE 7.2500 0.2500 0.0000 0.0085 Lauderhill 8.7500 0.2500 0.0000 0.0085 BRENTWOOD 6.7500 0.2500 0.0000 0.0085 Benicia 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8.6250 0.2500 0.0000 0.0085 Orlando 7.5000 0.2500 0.0000 0.0085 Ocean Springs 7.0000 0.2500 0.0000 0.0085 Ventura 7.5000 0.2500 0.0000 0.0085 Albuquerque 7.5000 0.2500 0.0000 0.0085 Phoenix 6.8750 0.2500 0.0000 0.0085 La Quinta 7.2500 0.2500 0.0000 0.0085 Stevensville 7.7500 0.2500 0.0000 0.0085 San Diego 6.7500 0.2500 0.0000 0.0085 Xxxxx Xxxxxx Xxxxxxxxx 0.0000 0.0000 0.0000 0.0000 Xxxxxx Xxxxx 6.8750 0.2500 0.0000 0.0085 Indian Orchard 7.2500 0.2500 0.0000 0.0085 Cashiers Townshi[p 7.5000 0.2500 0.0000 0.0085 Las Vegas 6.8750 0.2500 0.0000 0.0085 Niles 7.5000 0.2500 0.0000 0.0085 Glendale 6.6250 0.2500 0.0000 0.0085 Palmdale 7.2500 0.2500 0.0000 0.0085 Anaheim 7.1250 0.2500 0.0000 0.0085 Xxxxxx 6.8750 0.2500 0.0000 0.0085 Pearl City 6.8750 0.2500 0.0000 0.0085 Long Beach 7.8750 0.2500 0.0000 0.0085 Brockton 6.7500 0.2500 0.0000 0.0085 Dallas 7.2500 0.2500 0.0000 0.0085 Rockville 7.6250 0.2500 0.0000 0.0085 Ocala 8.7500 0.2500 0.0000 0.0085 Chesterfield 7.7500 0.2500 0.0000 0.0085 Cypress 8.1250 0.2500 0.0000 0.0085 Dallas 8.6250 0.2500 0.0000 0.0085 CAIRO 8.6250 0.2500 0.0000 0.0085 Laredo 7.5000 0.2500 0.0000 0.0085 Tallahassee 7.8750 0.2500 0.0000 0.0085 Houston 7.5000 0.2500 0.0000 0.0085 Saint Louis 8.1250 0.2500 0.0000 0.0085 KANKAKEE 7.8750 0.2500 0.0000 0.0085 Palm Bay 7.5000 0.2500 0.0000 0.0085 Katy 7.1250 0.2500 0.0000 0.0085 Xxxxx 7.7500 0.2500 0.0000 0.0085 DALLAS 8.0000 0.2500 0.0000 0.0085 Crystal City 8.7500 0.2500 0.0000 0.0085 Oklahoma City 7.3750 0.2500 0.0000 0.0085 RINGGOLD 6.7500 0.2500 0.0000 0.0085 Jacksonville 6.8750 0.2500 0.0000 0.0085 Summerville 6.8750 0.2500 0.0000 0.0085 Jacksonville 7.5000 0.2500 0.0000 0.0085 Nashville 7.8750 0.2500 0.0000 0.0085 Tulsa 7.5000 0.2500 0.0000 0.0085 Kennesaw 7.0000 0.2500 0.0000 0.0085 Kennesaw 7.0000 0.2500 0.0000 0.0085 Flagler Beach 7.1250 0.2500 0.0000 0.0085 Orlando 6.8750 0.2500 0.0000 0.0085 Ft Lauderdale 6.8750 0.2500 0.0000 0.0085 LONG BEACH TOWNSHIP 6.3750 0.2500 0.0000 0.0085 Ball Ground 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Louisville 8.6250 0.2500 0.0000 0.0085 Xxxxxxxxxxx 7.2500 0.2500 0.0000 0.0085 HOUSTON 8.6250 0.2500 0.0000 0.0085 Xxxxxx 7.8750 0.2500 0.0000 0.0085 Louisville 8.6250 0.2500 0.0000 0.0085 HOUSTON 8.6250 0.2500 0.0000 0.0085 Louisville 8.6250 0.2500 0.0000 0.0085 Bowling Green 7.8750 0.2500 0.0000 0.0085 XXXXXX 7.8750 0.2500 0.0000 0.0085 Valrico 7.1250 0.2500 0.0000 0.0085 Gahanna 7.1250 0.2500 0.0000 0.0085 XXXXXXXXX 8.1250 0.2500 0.0000 0.0085 Krum 6.5000 0.2500 0.0000 0.0085 WARSAW 8.6250 0.2500 0.0000 0.0085 Sanger 6.7500 0.2500 0.0000 0.0085 Cahokia 9.2500 0.2500 0.0000 0.0085 Cahokia 9.2500 0.2500 0.0000 0.0085 Cahokia 9.2500 0.2500 0.0000 0.0085 Stephenville 7.2500 0.2500 0.0000 0.0085 Lewisville 8.0000 0.2500 0.0000 0.0085 Little Elm 7.5000 0.2500 0.0000 0.0085 Itasca 8.2500 0.2500 0.0000 0.0085 Xxxxxxxx 8.5000 0.2500 0.0000 0.0085 NORWALK 6.0000 0.2500 0.0000 0.0085 burlingame 7.0000 0.2500 0.0000 0.0085 Chattanooga 7.6250 0.2500 0.0000 0.0085 Cumming 7.3750 0.2500 0.0000 0.0085 Elberta 7.5000 0.2500 0.0000 0.0085 Mt Pleasant 7.7500 0.2500 0.0000 0.0085 Dallas 7.6250 0.2500 0.0000 0.0085 Yulee 7.3750 0.2500 0.0000 0.0085 Kennesaw 6.7500 0.2500 0.0000 0.0085 Chelsea 7.5000 0.2500 0.0000 0.0085 Atlanta 7.0000 0.2500 0.0000 0.0085 Gainesville 7.7500 0.2500 0.0000 0.0085 Gulf Shores 7.6250 0.2500 0.0000 0.0085 RANCHO CUCAMONGA 7.5000 0.2500 0.0000 0.0085 APPLE VALLEY 8.5000 0.2500 0.0000 0.0085 BAKERSFIELD 8.3750 0.2500 0.0000 0.0085 ROSEVILLE 6.5000 0.2500 0.0000 0.0085 LANCASTER 7.1250 0.2500 0.0000 0.0085 APPLE VALLEY 8.1250 0.2500 0.0000 0.0085 HOUSTON 7.3750 0.2500 0.0000 0.0085 XXXXXX 6.5000 0.2500 0.0000 0.0085 JACKSONVILLE 6.5000 0.2500 0.0000 0.0085 NORTH LAS VEGAS 7.0000 0.2500 0.0000 0.0085 LAS VEGAS 7.6250 0.2500 0.0000 0.0085 NAPLES 8.3750 0.2500 0.0000 0.0085 ORLANDO 6.7500 0.2500 0.0000 0.0085 NORTH LAS VEGAS 7.0000 0.2500 0.0000 0.0085 RIVERVIEW 6.7500 0.2500 0.0000 0.0085 JACKSONVILLE 7.5000 0.2500 0.0000 0.0085 LAS VEGAS 7.0000 0.2500 0.0000 0.0085 Xxxxxxxx 8.6250 0.2500 0.0000 0.0085 Muskogee 6.7500 0.2500 0.0000 0.0085 Xxxxxxxx 8.6250 0.2500 0.0000 0.0085 Colorado Springs 7.2500 0.2500 0.0000 0.0085 WEST JORDAN 7.0000 0.2500 0.0000 0.0085 COLORADO SPRINGS 7.0000 0.2500 0.0000 0.0085 WEST VALLEY CITY 7.5000 0.2500 0.0000 0.0085 XXXXX XXXXXX 0.0000 0.0000 0.0000 0.0000 Xxxxxxxxx 8.6250 0.2500 0.0000 0.0085 Aurora 8.5000 0.2500 0.0000 0.0085 EAGLE MOUNTAIN 7.5000 0.2500 0.0000 0.0085 Norwich 8.6250 0.2500 0.0000 0.0085 Temecula 8.6250 0.2500 0.0000 0.0085 Murrieta 8.6250 0.2500 0.0000 0.0085 Murrieta 8.6250 0.2500 0.0000 0.0085 SPRINGFIELD 8.7500 0.2500 0.0000 0.0085 SOUTHBRIDGE 8.2500 0.2500 0.0000 0.0085 MANCHESTER 7.5000 0.2500 0.0000 0.0085 Lebanon 7.6250 0.2500 0.0000 0.0085 Roseville 6.6250 0.2500 0.0000 0.0085 Westminster 7.1250 0.2500 0.0000 0.0085 Norcross 8.2500 0.2500 0.0000 0.0085 Henryetta 7.7500 0.2500 0.0000 0.0085 Wichita 8.2500 0.2500 0.0000 0.0085 Humble 8.0000 0.2500 0.0000 0.0085 Detroit 8.2500 0.2500 0.0000 0.0085 Williamsburg 7.2500 0.2500 0.0000 0.0085 Columbia 8.2500 0.2500 0.0000 0.0085 Canton 6.7500 0.2500 0.0000 0.0085 Garland 8.2500 0.2500 0.0000 0.0085 Newark 8.5000 0.2500 0.0000 0.0085 Littleton 6.8750 0.2500 0.0000 0.0085 Santa Xxxxxx 7.5000 0.2500 0.0000 0.0085 SCOTTSDALE 7.2500 0.2500 0.0000 0.0085 COLUMBIA 7.5000 0.2500 0.0000 0.0085 XXXXXXXX XXXX 0.0000 0.0000 0.0000 0.0000 Xxxxx 6.7500 0.2500 0.0000 0.0085 Apple Valley 7.7500 0.2500 0.0000 0.0085 TUSTIN 6.3750 0.2500 0.0000 0.0085 APPLE VALLEY 7.5000 0.2500 0.0000 0.0085 APPLE VALLEY 7.5000 0.2500 0.0000 0.0085 PLEASANT HILL 6.3750 0.2500 0.0000 0.0085 QUARTZ HILL ARE 6.0000 0.2500 0.0000 0.0085 LOS ANGELES 6.5000 0.2500 0.0000 0.0085 Williamsburg 6.5000 0.2500 0.0000 0.0085 Ft Washington 6.7500 0.2500 0.0000 0.0085 Lynchburg 6.7500 0.2500 0.0000 0.0085 College Park 7.7500 0.2500 0.0000 0.0085 College Park 8.0000 0.2500 0.0000 0.0085 Monroe 7.7500 0.2500 0.0000 0.0085 Marietta 7.3750 0.2500 0.0000 0.0085 Union City 7.0000 0.2500 0.0000 0.0085 Phoenix 7.0000 0.2500 0.0000 0.0085 El Mirage 7.5000 0.2500 0.0000 0.0085 Show Low 7.2500 0.2500 0.0000 0.0085 North Las Vegas 7.2500 0.2500 0.0000 0.0085 Colorado Springs 7.7500 0.2500 0.0000 0.0085 Shawnee 8.7500 0.2500 0.0000 0.0085 Shawnee 8.0000 0.2500 0.0000 0.0085 Long Beach 6.8750 0.2500 0.0000 0.0085 Fort Worth 7.8750 0.2500 0.0000 0.0000 Xxxxxxx Xxx 7.0000 0.2500 0.0000 0.0085 ALBUQUERQUE 6.8750 0.2500 0.0000 0.0085 PHOENIX 6.8750 0.2500 0.0000 0.0085 SCOTTSDALE 7.2500 0.2500 0.0000 0.0085 SAN XXXX 7.2500 0.2500 0.0000 0.0085 PHOENIX 7.1250 0.2500 0.0000 0.0085 Glendale 7.2500 0.2500 0.0000 0.0085 Phoenix 6.7500 0.2500 0.0000 0.0085 QUEEN CREEK 7.8750 0.2500 0.0000 0.0085 Albuquerque 6.8750 0.2500 0.0000 0.0085 ALBUQUERQUE 6.8750 0.2500 0.0000 0.0085 Salisbury 7.6250 0.2500 0.0000 0.0085 Winston Salem 7.1250 0.2500 0.0000 0.0085 Winston Salem 7.7500 0.2500 0.0000 0.0085 Xxxxxxx 7.6250 0.2500 0.0000 0.0085 Winston 7.5000 0.2500 0.0000 0.0085 Winston Salem 7.1250 0.2500 0.0000 0.0085 Hoschton 6.6250 0.2500 0.0000 0.0085 Xxxxxxxx 6.7500 0.2500 0.0000 0.0085 Xxxxx 6.2500 0.2500 0.0000 0.0085 Arlington 6.8750 0.2500 0.0000 0.0085 Xxxxxxxx 8.1250 0.2500 0.0000 0.0085 Lewisville 8.5000 0.2500 0.0000 0.0085 Xxxxxxxx 8.3750 0.2500 0.0000 0.0085 Kiawah Island 7.8750 0.2500 0.0000 0.0085 XXXXXXX 7.7500 0.2500 0.0000 0.0085 BRUNSWICK 6.5000 0.2500 0.0000 0.0085 COLUMBUS 8.2500 0.2500 0.0000 0.0085 KISSIMMEE 7.6250 0.2500 0.0000 0.0085 ORLANDO 6.8750 0.2500 0.0000 0.0085 CHARLOTTE 8.1250 0.2500 0.0000 0.0085 WAYCROSS 6.7500 0.2500 0.0000 0.0085 CHARLOTTE 7.5000 0.2500 0.0000 0.0085 PITTSBURGH 6.3750 0.2500 0.0000 0.0085 ORLANDO 8.1250 0.2500 0.0000 0.0085 JACKSONVILLE 7.8750 0.2500 0.0000 0.0085 GOOSE CREEK 6.7500 0.2500 0.0000 0.0085 SATELLITE BEACH 6.6250 0.2500 0.0000 0.0085 TAMPA 6.8750 0.2500 0.0000 0.0085 DUMFRIES 7.2500 0.2500 0.0000 0.0085 XXXXX 6.2500 0.2500 0.0000 0.0085 WEST PALM BEACH 6.3750 0.2500 0.0000 0.0085 XXXXX 7.5000 0.2500 0.0000 0.0085 FAIRFAX STATION 6.0000 0.2500 0.0000 0.0085 SAGINAW 7.8750 0.2500 0.0000 0.0085 PEORIA 5.5000 0.2500 0.0000 0.0085 KISSIMMEE 7.2500 0.2500 0.0000 0.0085 WAXHAW 6.5000 0.2500 0.0000 0.0085 SCOTTSDALE 5.5000 0.2500 0.0000 0.0085 NORTH PORT 6.0000 0.2500 0.0000 0.0085 JASPER 6.6250 0.2500 0.0000 0.0085 STATESBORO 7.0000 0.2500 0.0000 0.0085 TAMPA 6.3750 0.2500 0.0000 0.0085 BOULDER 5.5000 0.2500 0.0000 0.0085 ORLANDO 8.1250 0.2500 0.0000 0.0085 NAPLES 6.5000 0.2500 0.0000 0.0085 Dover 6.1250 0.2500 0.0000 0.0085 ORLANDO 5.8750 0.2500 0.0000 0.0085 Xxxxxxxxxx 7.0000 0.2500 0.0000 0.0085 ORLANDO 7.7500 0.2500 0.0000 0.0085 CHARLOTTE 6.2500 0.2500 0.0000 0.0085 XXXX XXXXXXX 0.0000 0.0000 0.0000 0.0000 XXXXX XXXX 6.0000 0.2500 0.0000 0.0085 XXXXXXXX 6.8750 0.2500 0.0000 0.0085 ORLANDO 7.6250 0.2500 0.0000 0.0085 ALEXANDRIA 5.8750 0.2500 0.0000 0.0085 FREDRICKSBERG 5.5000 0.2500 0.0000 0.0085 CAMDEN WYOMING 6.5000 0.2500 0.0000 0.0085 LOS ANGELES 5.5000 0.2500 0.0000 0.0085 LAWRENCEVILLE 5.5000 0.2500 0.0000 0.0085 PITTSBURGH 6.6250 0.2500 0.0000 0.0085 IRMO 7.6250 0.2500 0.0000 0.0085 KISSIMMEE 7.6250 0.2500 0.0000 0.0085 NEWPORT NEWS 5.8750 0.2500 0.0000 0.0085 RALEIGH 5.8750 0.2500 0.0000 0.0085 KISSIMMEE 7.6750 0.2500 0.0000 0.0085 Miami 7.0000 0.2500 0.0000 0.0085 Xxxxxx 7.2500 0.2500 0.0000 0.0085 LANSING 7.5000 0.2500 0.0000 0.0085 Aldan 7.6250 0.2500 0.0000 0.0085 Phila 6.7500 0.2500 0.0000 0.0085 Doylestown 7.2500 0.2500 0.0000 0.0085 Lake Harmony 6.6250 0.2500 0.0000 0.0085 Philadelphia 7.5000 0.2500 0.0000 0.0085 Devon 6.8750 0.2500 0.0000 0.0085 Dover 7.0000 0.2500 0.0000 0.0085 Xxxxxxxxx 7.8750 0.2500 0.0000 0.0085 Bear 7.2500 0.2500 0.0000 0.0085 Pleasantville 7.3750 0.2500 0.0000 0.0085 Pleasantville 7.5000 0.2500 0.0000 0.0085 Marcus Hook 7.0000 0.2500 0.0000 0.0085 Xxxx Xxxx 0.0000 0.0000 0.0000 0.0000 Xxxx Xxxxxxxxxx 6.7500 0.2500 0.0000 0.0085 Wilmington 7.3750 0.2500 0.0000 0.0085 Philadelphia 7.1250 0.2500 0.0000 0.0085 Norristown 7.0000 0.2500 0.0000 0.0085 Wilmington 7.8750 0.2500 0.0000 0.0085 WOOLRICH 8.1250 0.2500 0.0000 0.0085 Wilmington 7.7500 0.2500 0.0000 0.0085 Philadelphia 6.7500 0.2500 0.0000 0.0085 MIRAMAR 6.5000 0.2500 0.0000 0.0085 SAN DIEGO 7.3750 0.2500 0.0000 0.0085 XXXX XXXXXXX 0.0000 0.0000 0.0000 0.0000 XXXXX XXXXXXX 8.0000 0.2500 0.0000 0.0085 NORFOLK 7.1250 0.2500 0.0000 0.0085 VIRGINIA BCH 6.2500 0.2500 0.0000 0.0085 JACKSONVILLE 8.0000 0.2500 0.0000 0.0085 ST AUGUSTINE 7.6250 0.2500 0.0000 0.0085 Monticello 7.3750 0.2500 0.0000 0.0085 BALTIMORE 7.0000 0.2500 0.0000 0.0085 VIRGINIA BEACH 7.3750 0.2500 0.0000 0.0085 XXXXXXXXX 6.6250 0.2500 0.0000 0.0085 ATL 7.5000 0.2500 0.0000 0.0085 Des Moines 7.6250 0.2500 0.0000 0.0085 Xxxxxxxx 7.2500 0.2500 0.0000 0.0085 RICHMOND 7.7500 0.2500 0.0000 0.0085 DECATUR 7.3750 0.2500 0.0000 0.0085 Lenigh 6.8750 0.2500 0.0000 0.0085 CEDAR RAPIDS 8.0000 0.2500 0.0000 0.0085 HUXLEY 7.5000 0.2500 0.0000 0.0085 Middletown 9.5000 0.2500 0.0000 0.0085 XXXXXX XXXXX 0.0000 0.0000 0.0000 0.0000 XXXXXXX 7.0000 0.2500 0.0000 0.0085 XXXXX XXXX 6.3750 0.2500 0.0000 0.0085 Chicago 6.0000 0.2500 0.0000 0.0085 Phoenix 7.3750 0.2500 0.0000 0.0085 PHOENIX 6.8750 0.2500 0.0000 0.0085 CHESAPEAKE 6.8750 0.2500 0.0000 0.0085 PETERSBURG 7.3750 0.2500 0.0000 0.0085 NEWPORT NEWS 7.1250 0.2500 0.0000 0.0085 Dallas 9.0000 0.2500 0.0000 0.0085 FORT WORTH 7.0000 0.2500 0.0000 0.0085 Plano 7.5000 0.2500 0.0000 0.0085 Plano 7.2500 0.2500 0.0000 0.0085 DALLAS 7.5000 0.2500 0.0000 0.0085 PLANO 7.8750 0.2500 0.0000 0.0085 Hilton Head 7.0000 0.2500 0.0000 0.0085 JERSEY CITY 8.6250 0.2500 0.0000 0.0085 LAKE WORTH 8.8750 0.2500 0.0000 0.0085 FRESNO 8.5000 0.2500 0.0000 0.0085 SAVANNAH 8.5000 0.2500 0.0000 0.0085 DURHAM 6.5000 0.2500 0.0000 0.0085 Spring 7.8750 0.2500 0.0000 0.0085 GREENSBORO 6.8750 0.2500 0.0000 0.0085 TIVERTON 6.8750 0.2500 0.0000 0.0085 CEDAR CITY 5.8750 0.2500 0.0000 0.0085 SAVANNAH 7.5000 0.2500 0.0000 0.0085 XXXXXX 6.7500 0.2500 0.0000 0.0085 XXXXXXXX 6.5000 0.2500 0.0000 0.0085 MIDWEST CITY 5.7500 0.2500 0.0000 0.0085 XXXX 5.6250 0.2500 0.0000 0.0085 CEDAR CITY 5.8750 0.2500 0.0000 0.0085 HAWAIIAN GARDENS 6.8750 0.2500 0.0000 0.0085 MIDWEST CITY 5.7500 0.2500 0.0000 0.0085 RICHMOND 6.8750 0.2500 0.0000 0.0085 XXXXXXXXX 6.0000 0.2500 0.0000 0.0085 CHARLOTTESVILLE 6.6250 0.2500 0.0000 0.0085 FORT LAUDERDALE 7.5000 0.2500 0.0000 0.0085 TOLEDO 7.0000 0.2500 0.0000 0.0085 SAVANNAH 7.5000 0.2500 0.0000 0.0085 OKLAHOMA CITY 5.7500 0.2500 0.0000 0.0085 PALM HARBOR 6.2500 0.2500 0.0000 0.0085 DACULA 6.7500 0.2500 0.0000 0.0085 PALATINE 6.2500 0.2500 0.0000 0.0085 GLENDALE HEIGHTS 6.7500 0.2500 0.0000 0.0085 CATONSVILLE 6.8750 0.2500 0.0000 0.0085 KERNERSVILLE 7.7500 0.2500 0.0000 0.0085 CHARLOTTE 7.0000 0.2500 0.0000 0.0085 SAVANNAH 7.5000 0.2500 0.0000 0.0085 SAVANNAH 7.5000 0.2500 0.0000 0.0085 SAVANNAH 7.5000 0.2500 0.0000 0.0085 MANASSAS 6.7500 0.2500 0.0000 0.0085 XXXXXXX 6.0000 0.2500 0.0000 0.0085 SAVANNAH 6.6250 0.2500 0.0000 0.0085 LONG BEACH 5.1250 0.2500 0.0000 0.0085 XXXXXXX 6.0000 0.2500 0.0000 0.0085 DILLSBURG 5.6250 0.2500 0.0000 0.0085 DILLSBURG 5.6250 0.2500 0.0000 0.0085 FRANKLINTOWN 5.6250 0.2500 0.0000 0.0085 SAVANNAH 6.6250 0.2500 0.0000 0.0085 POMPANO BEACH 7.1250 0.2500 0.0000 0.0085 OKLAHOMA CITY 5.7500 0.2500 0.0000 0.0085 MIDWEST CITY 5.7500 0.2500 0.0000 0.0085 VISALIA 6.0000 0.2500 0.0000 0.0085 DOVER 5.6250 0.2500 0.0000 0.0085 CHICAGO 8.1250 0.2500 0.0000 0.0085 LAUDERHILL 5.6250 0.2500 0.0000 0.0085 SEATTLE 6.6250 0.2500 0.0000 0.0085 CABOT 8.0000 0.2500 0.0000 0.0085 KAILUA-KONA 5.7500 0.2500 0.0000 0.0085 XXXXXXX XXXX 0.0000 0.0000 0.0000 0.0000 XXXXXX 6.5000 0.2500 0.0000 0.0085 BELGRADE 6.0000 0.2500 0.0000 0.0085 LANSDOWNE 9.5000 0.2500 0.0000 0.0085 SAN ANTONIO 6.5000 0.2500 0.0000 0.0085 CHICAGO 8.1250 0.2500 0.0000 0.0085 CHINO HILLS 6.2500 0.2500 0.0000 0.0085 LINCOLN CITY 6.7500 0.2500 0.0000 0.0085 LEAGUE CITY 8.0000 0.2500 0.0000 0.0085 VANCOUVER 6.1250 0.2500 0.0000 0.0085 INDIANAPOLIS 6.7500 0.2500 0.0000 0.0085 BELTSVILLE 5.8750 0.2500 0.0000 0.0085 FT XXXXXX 6.2500 0.2500 0.0000 0.0085 NASHUA 7.2500 0.2500 0.0000 0.0085 ELFRIDA 6.8750 0.2500 0.0000 0.0085 HOUSTON 5.6250 0.2500 0.0000 0.0085 GLENDALE 6.2500 0.2500 0.0000 0.0085 APPLE VALLEY 6.6250 0.2500 0.0000 0.0085 SUN CITY 5.5000 0.2500 0.0000 0.0085 CONCORD 7.0000 0.2500 0.0000 0.0085 CITY1 CURRENT_ MATURITY STATED_ NET_COUPON _DATE ORIGINAL_TERM ---------------------------------------------------------------------------------------------------------------------- HIALEAH 6.4915 20360301 360 XXXXXXX 6.8665 20360301 360 BETHESDA 6.6165 20360301 360 Seymour 8.4915 20360201 000 XXXXXX 0.0000 00000000 000 XXXXXX XXXX 7.6165 20360301 360 CICERO 6.6165 20360201 000 XXXXX XXX XXXXX 0.0000 20360201 360 XXXX XXXXX 6.2415 20360301 360 HAMPTON 6.6165 20360301 000 XXXXXXX XXXXX 6.2415 20360301 360 MIDDLEBURG 7.2415 20360301 360 SACRAMENTO 5.7415 20360301 360 ASHBURN 5.8665 20360301 360 PORTLAND 5.6165 20351001 360 SURPRISE 6.9915 20350901 360 MIDLAND 6.6165 20360301 360 PORTLAND 6.9915 20350901 000 Xxxxx Xxxxxxx 0.0000 20360301 360 MONROE 6.4915 20210301 180 Edison 6.1165 20210301 180 XXXXX 5.7415 20210301 180 PAINESVILLE 7.1165 20210301 180 XXXXXXX 6.4915 20210301 180 GOOSE CREEK 6.9915 20210301 180 PLANTATION 6.4915 20210301 180 RALEIGH 7.3665 20210301 180 MARICOPA 5.8665 20210201 180 MOUNTAIN TOP 7.2415 20210301 180 BOISE 6.6165 20210301 000 XXXXXX 6.4915 20210201 180 BIRMINGHAM 7.2415 20210301 180 BROOKLYN 7.4915 20210301 180 XXXXXX 7.8665 20210301 180 Ridgeland 6.4915 20210301 180 MONROE 6.6165 20210301 000 XXXXXXXX 7.2415 20210301 180 MONROE 6.9915 20210301 180 SAN ANTONIO 7.4915 20210301 000 XXXXXXXXXXX 7.2415 20210201 000 Xxxxx Xxxxx 8.2415 20360201 360 Nicholasville 7.2415 20360201 360 Auburn 9.2415 20360301 360 Auburn 8.6165 20360301 360 CHESAPEAKE BEACH 6.6165 20360301 360 WASHINGTON 6.9915 20360301 360 MIAMI 6.6165 20360301 000 XXXXXXXXXX 8.1165 20360301 360 HOUSTON 6.2415 20360301 360 MEMPHIS 8.4915 20360301 360 HAYDEN LAKE 7.2415 20360301 360 Eatontown 6.2415 20360201 000 XXXXXXX 6.6165 20360301 360 SIMPSONVILLE 6.3665 20360301 360 Las Cruces 6.8665 20360201 360 TOLEDO 6.8665 20360301 000 Xxxxxxx Xxxxxxx 0.0000 20360301 000 XXX XXXXXXX XXXXX 0.0000 00000000 000 XXXXXXXXX XXXX 7.9915 20360301 360 ROCKVILLE 6.6165 20360301 360 RICHMOND 6.7415 20360301 360 Paterson 6.9915 20360301 000 XXXXXXXXXX 0.0000 00000000 000 XXXXXXXX XXXXXXX 7.3665 20360301 360 SAN ANTONIO 7.7415 20360301 360 ERIE 7.8665 20360301 360 XXXXXX 7.7415 20360301 360 ORLANDO 7.6165 20360301 360 SAFETY HARBOR 7.3665 20360301 360 Trenton 8.1165 20360301 360 KALAMAZOO 6.2415 20360301 000 XXX XXXXXX 0.0000 20360301 360 CHICAGO 6.8665 20360301 360 SILVERTON 6.3665 20360301 000 XXXX XXXXXXX 6.6165 20360301 360 PIEDMONT 7.3665 20360301 360 AKRON 7.2415 20360301 360 CHICAGO 6.8665 20360301 360 HOUSTON 6.6165 20360201 360 CYPRESS 8.2415 20360301 000 XXXXXXXX 0.0000 00000000 000 XXXX XXXX XXXX 6.4915 20360301 360 INDIANAPOLIS 8.4915 20360301 360 WACO 8.2415 20360301 000 XXXXXX XXXX 6.8665 20360301 360 SALEM 6.7415 20360301 000 XXXXX 0.0000 00000000 000 XXXX XXXX 7.2415 20210301 180 MOUNT PLEASANT 6.4915 20360301 360 TAKOMA PARK 6.6165 20360301 360 XXXXXXX 6.9915 20360301 360 SYRACUSE 7.8665 20360301 360 WASHINGTON 6.1165 20360301 360 MUKILTEO 6.3665 20360301 360 CHICAGO 7.2415 20360301 360 MEMPHIS 8.4915 20360301 360 BRIARWOOD 6.9915 20360301 360 WACO 8.2415 20360301 360 XXXXXXX 7.8665 20360301 360 LOUISVILLE 8.4915 20360301 000 XXXXXXX 7.6165 20360301 360 SYRACUSE 8.3665 20360301 360 Louisville 7.7415 20360301 360 MESA 7.7415 20360301 360 CHICAGO 8.2415 20360301 360 XXXXXXXX XXXXX 0.0000 00000000 000 XXX XXXXX 6.6165 20360301 000 XXXXXX XXXX 7.2415 20360301 360 LAS VEGAS 7.6165 20360301 360 CLEVELAND 8.1165 20360301 000 XXXXXXX XXXXX 6.3665 20360301 000 XXXX XXXXX 0.0000 20360301 360 CHANTILLY 6.4915 20360301 360 BOURBONNAIS 7.6165 20360301 360 PASADENA 8.2415 20360301 360 CHICAGO 7.3665 20360301 360 XXXXXX 7.8665 20360201 360 CHICAGO 8.2415 20360301 360 CINCINNATI 7.3665 20360301 360 PLAINFIELD 6.6165 20360301 000 XXXXXXX XXXXXXX 0.0000 20360301 360 Delhi 7.8665 20360301 360 Montebello 7.2415 20360301 360 CLEVELAND 8.3665 20360301 360 DENVER 7.1165 20360301 360 GARDEN VALLEY 8.8665 20360301 360 CHICAGO 7.4915 20360301 000 XXXXXXXX XXXXX 9.4915 20360201 360 XXXXX 7.7415 20360301 360 NASHVILLE 7.1165 20360301 000 XXXXXXXX XXXXXXX 8.3665 20360301 360 CAPE CORAL 6.6165 20360301 360 Hendersonville 7.4915 20360301 360 XXXXXXX 7.3665 20360301 360 SILVER SPRING 6.8665 20360301 360 OVIEDO 7.6165 20360301 360 XXXXXXXX 6.7415 20360301 360 PORTLAND 6.9915 20360301 360 BROOKLYN 7.7415 20360301 000 XXXXXX 7.4915 20360301 000 XXXXXX XXXX XXXXX 7.9915 20360301 360 XXXXXXX 5.7415 20360301 360 DETROIT 7.6165 20360301 000 Xxxxxxxxx 6.2415 20360301 000 XXXX XXXXXXXXXX 7.6165 20360301 360 MESA 7.2415 20360301 360 DANBURY 8.2415 20360301 360 XXXXXXX 7.3665 20360201 360 Indianapolis 8.1165 20360301 360 HYATTSVILLE 7.4915 20360301 360 Louisville 8.6165 20360301 360 LOUISVILLE 6.6165 20360301 360 LINCOLNTON 6.6165 20360301 360 Lawrenceville 6.6165 20360301 360 SANGER 7.7415 20360301 360 PHOENIX 7.7415 20360301 360 STERLING HEIGHTS 6.3665 20360301 000 XXXXXXXX 6.2415 20360301 000 XXXXXXXXXX 6.2415 20360301 360 AURORA 8.2415 20360301 360 TUCSON 6.6165 20360301 360 Lafayette 7.8665 20360301 360 MESA 6.4915 20360301 360 WINTER HAVEN 7.7415 20360301 360 NORCROSS 7.6165 20360301 360 KAWKAWLIN 6.6165 20360301 360 CORONA 7.7415 20360301 360 GRAVETTE 7.4915 20360301 360 Charlotte 6.7415 20360301 000 XXXXX XXXXX 7.1165 20360301 360 CHANDLER 6.3665 20360301 000 XXXXXX 7.3665 20360301 360 STREAMWOOD 7.8665 20360301 360 MECHANICSBURG 7.2415 20360301 000 XXXXXXX 0.0000 00000000 000 XXXX XXXXX 7.1165 20360301 000 XXXXX XXXXX 0.0000 00000000 000 XXXX XXXXXXXXXX 8.2415 20360301 000 Xxxxxxx Xxxxxx 0.0000 00000000 000 XXXXX XXXXX 7.3665 20360301 360 Brooklyn 8.2415 20360301 360 ATLANTIC BEACH 7.7415 20360301 360 DETROIT 8.1165 20360301 000 XXXXX XXXXX 0.0000 00000000 000 XXXXXX XXXX 8.2415 20360301 360 COLUMBUS 7.6165 20360301 360 Xxxxxx 6.9915 20360301 000 XXXXXXXX 0.0000 00000000 000 XXXXXX XXXX XXXXX 7.2415 20360301 360 DETROIT 8.2415 20360301 360 NAPLES 8.2415 20360301 360 AURORA 7.3665 20360301 000 XXXXXXXXXX 7.8665 20360301 000 XXXX XXXXX XXXXX 0.0000 20360301 360 Newark 8.4915 20360301 360 SCOTTSDALE 6.3665 20360301 360 GRANDVIEW 9.2415 20360201 360 XXXXXX 6.7415 20360301 360 PHOENIX 6.6165 20360301 360 ORLANDO 7.1165 20360301 360 XXXXX 6.6165 20360201 360 OCOEE 7.9915 20360301 360 MEMPHIS 8.1165 20360301 360 WACO 8.2415 20360301 360 TAMPA 7.9915 20360301 360 PROVIDENCE 8.2415 20360301 360 CHICAGO 7.8665 20360301 360 Raleigh 6.2415 20360301 000 XXXXXXX 0.0000 00000000 000 XXXXXXX XXXX 7.8665 20360201 360 ROCHESTER 7.3665 20360301 360 KENOSHA 7.2415 20360301 360 XXXXX 7.4915 20210201 180 CHICAGO 9.2415 20360201 360 BURBANK 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6.3665 20351001 360 TAMPA 6.6165 20350801 360 DUMFRIES 6.9915 20350901 360 BOYCE 5.9915 20200701 180 WEST PALM BEACH 6.1165 20350901 360 OGDEN 7.2415 20350701 360 FAIRFAX STATION 5.7415 20351001 360 SAGINAW 7.6165 20350901 360 PEORIA 5.2415 20350801 360 KISSIMMEE 6.9915 20350901 360 WAXHAW 6.2415 20351001 360 SCOTTSDALE 5.2415 20350801 360 NORTH PORT 5.7415 20350901 360 JASPER 6.3665 20350701 360 STATESBORO 6.7415 20351001 360 TAMPA 6.1165 20351001 360 BOULDER 5.2415 20350801 360 ORLANDO 7.8665 20350901 360 NAPLES 6.2415 20350801 360 Dover 5.8665 20200601 180 ORLANDO 5.6165 20350901 360 Fitzgerald 6.7415 20200601 180 ORLANDO 7.4915 20350901 360 CHARLOTTE 5.9915 20350901 360 PALM SPRINGS 5.8665 20200701 180 SUGAR HILL 5.7415 20350801 360 HARTWELL 6.6165 20351001 360 ORLANDO 7.3665 20351001 360 ALEXANDRIA 5.6165 20350901 360 FREDRICKSBERG 5.2415 20350701 360 CAMDEN WYOMING 6.2415 20350601 360 LOS ANGELES 5.2415 20200601 180 LAWRENCEVILLE 5.2415 20350701 360 PITTSBURGH 6.3665 20350701 360 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6.8665 20360201 360 VIRGINIA BCH 5.9915 20360301 360 JACKSONVILLE 7.7415 20360201 360 ST AUGUSTINE 7.3665 20360301 360 Monticello 7.1165 20360201 360 BALTIMORE 6.7415 20360301 360 VIRGINIA BEACH 7.1165 20360201 360 DAVENPORT 6.3665 20360301 360 ATL 7.2415 20360301 360 Des Moines 7.3665 20360201 360 Stafford 6.9915 20360301 360 RICHMOND 7.4915 20360301 360 DECATUR 7.1165 20360301 360 Lenigh 6.6165 20360201 360 CEDAR RAPIDS 7.7415 20360201 360 HUXLEY 7.2415 20360201 360 Middletown 9.2415 20360301 360 MYRTLE BEACH 6.4915 20350901 360 BAYVIEW 6.7415 20360201 360 HOMER GLEN 6.1165 20351001 360 Chicago 5.7415 20351101 360 Phoenix 7.1165 20360201 360 PHOENIX 6.6165 20360301 360 CHESAPEAKE 6.6165 20360301 360 PETERSBURG 7.1165 20360201 360 NEWPORT NEWS 6.8665 20360201 360 Dallas 8.7415 20351001 360 FORT WORTH 6.7415 20360201 360 Plano 7.2415 20360301 360 Plano 6.9915 20360201 360 DALLAS 7.2415 20360201 360 PLANO 7.6165 20360201 360 Hilton Head 6.7415 20360301 360 JERSEY CITY 8.3665 20321201 360 LAKE WORTH 8.6165 20320201 360 FRESNO 8.2415 20321001 360 SAVANNAH 8.2415 20321101 360 DURHAM 6.2415 20210201 180 Spring 7.6165 20341201 360 GREENSBORO 6.6165 20360101 360 TIVERTON 6.6165 20360101 360 CEDAR CITY 5.6165 20201201 180 SAVANNAH 7.2415 20360101 360 NORMAN 6.4915 20351201 360 CORCORAN 6.2415 20360101 360 MIDWEST CITY 5.4915 20201201 180 CARY 5.3665 20350801 360 CEDAR CITY 5.6165 20201201 180 HAWAIIAN GARDENS 6.6165 20360101 360 MIDWEST CITY 5.4915 20201201 180 RICHMOND 6.6165 20360101 360 HENDERSON 5.7415 20351201 360 CHARLOTTESVILLE 6.3665 20360101 360 FORT LAUDERDALE 7.2415 20360101 360 TOLEDO 6.7415 20351201 360 SAVANNAH 7.2415 20360101 360 OKLAHOMA CITY 5.4915 20201201 180 PALM HARBOR 5.9915 20360101 360 DACULA 6.4915 20351201 360 PALATINE 5.9915 20360101 360 GLENDALE HEIGHTS 6.4915 20360101 360 CATONSVILLE 6.6165 20360101 360 KERNERSVILLE 7.4915 20360101 360 CHARLOTTE 6.7415 20351201 360 SAVANNAH 7.2415 20360101 360 SAVANNAH 7.2415 20360101 360 SAVANNAH 7.2415 20360101 360 MANASSAS 6.4915 20351201 360 NEWBERG 5.7415 20201101 180 SAVANNAH 6.3665 20360101 360 LONG BEACH 4.8665 20201001 180 NEWBERG 5.7415 20201101 180 DILLSBURG 5.3665 20210101 180 DILLSBURG 5.3665 20210101 180 FRANKLINTOWN 5.3665 20210101 180 SAVANNAH 6.3665 20351201 360 POMPANO BEACH 6.8665 20360101 360 OKLAHOMA CITY 5.4915 20201201 180 MIDWEST CITY 5.4915 20201201 180 VISALIA 5.7415 20351101 360 DOVER 5.3665 20210101 180 CHICAGO 7.8665 20360101 360 LAUDERHILL 5.3665 20351001 360 SEATTLE 6.3665 20341201 360 CABOT 7.7415 20340701 360 KAILUA-KONA 5.4915 20340701 360 BALDWIN PARK 5.9915 20201101 180 FRESNO 6.2415 20340901 360 BELGRADE 5.7415 20340601 360 LANSDOWNE 9.2415 20360101 360 SAN ANTONIO 6.2415 20210101 180 CHICAGO 7.8665 20351201 360 CHINO HILLS 5.9915 20351001 360 LINCOLN CITY 6.4915 20360201 360 LEAGUE CITY 7.7415 20351201 360 VANCOUVER 5.8665 20350401 360 INDIANAPOLIS 6.4915 20350401 360 BELTSVILLE 5.6165 20200501 180 FT THOMAS 5.9915 20200501 180 NASHUA 6.9915 20340901 360 ELFRIDA 6.6165 20351201 360 HOUSTON 5.3665 20200701 180 GLENDALE 5.9915 20360101 360 APPLE VALLEY 6.3665 20351201 360 SUN CITY 5.2415 20200801 180 CONCORD 6.7415 20321101 360 CITY1 ORIGINAL_ ORIGINAL_ FIRST_ AMORTIZATION_TERM BALANCE PAY_DATE ---------------------------------------------------------------------------------------------------------------------------- HIALEAH 360 226,800.00 20060401 MCCLOUD 360 195,000.00 20060401 BETHESDA 360 410,000.00 20060401 Seymour 360 50,250.00 20060301 ARVADA 360 168,000.00 20060401 GARDEN CITY 360 104,000.00 20060401 CICERO 360 107,200.00 20060301 NORTH LAS VEGAS 360 192,000.00 20060301 GLEN ALLEN 360 168,000.00 20060401 HAMPTON 360 104,000.00 20060401 HICKORY CREEK 360 195,700.00 20060401 MIDDLEBURG 360 203,000.00 20060401 SACRAMENTO 360 157,500.00 20060401 ASHBURN 360 303,920.00 20060401 PORTLAND 360 78,000.00 20051101 SURPRISE 360 223,750.00 20051001 MIDLAND 360 82,600.00 20060401 PORTLAND 360 130,000.00 20051001 Holly Springs 360 144,400.00 20060401 MONROE 180 38,000.00 20060401 Edison 180 217,000.00 20060401 ALLEN 180 133,400.00 20060401 PAINESVILLE 180 71,920.00 20060401 NEWBERG 180 67,500.00 20060401 GOOSE CREEK 180 103,447.00 20060401 PLANTATION 180 70,000.00 20060401 RALEIGH 180 42,000.00 20060401 MARICOPA 180 110,000.00 20060301 MOUNTAIN TOP 180 30,000.00 20060401 BOISE 180 113,400.00 20060401 ALBANY 180 81,000.00 20060301 BIRMINGHAM 180 34,400.00 20060401 BROOKLYN 180 444,500.00 20060401 WARREN 180 56,000.00 20060401 Ridgeland 180 76,000.00 20060401 MONROE 180 38,000.00 20060401 AVONDALE 180 266,000.00 20060401 MONROE 180 45,000.00 20060401 SAN ANTONIO 180 30,500.00 20060401 SPARTANBURG 180 30,000.00 20060301 Crown Point 360 65,100.00 20060301 Nicholasville 360 75,800.00 20060301 Auburn 360 59,900.00 20060401 Auburn 360 78,750.00 20060401 CHESAPEAKE BEACH 360 268,100.00 20060401 WASHINGTON 360 252,800.00 20060401 MIAMI 360 139,789.00 20060401 WELLINGTON 360 700,000.00 20060401 HOUSTON 360 126,000.00 20060401 MEMPHIS 360 36,000.00 20060401 HAYDEN LAKE 360 209,930.00 20060401 Eatontown 360 236,000.00 20060301 FAIRFAX 360 416,250.00 20060401 SIMPSONVILLE 360 105,630.00 20060401 Las Cruces 360 100,800.00 20060301 TOLEDO 360 115,500.00 20060401 Seaside Heights 360 222,375.00 20060401 OLD ORCHARD BEACH 360 101,600.00 20060401 LEXINGTON PARK 360 234,000.00 20060401 ROCKVILLE 360 103,000.00 20060401 RICHMOND 360 108,000.00 20060401 Paterson 360 248,500.00 20060401 HARRISBURG 360 115,920.00 20060401 COLORADO SPRINGS 360 122,400.00 20060401 SAN ANTONIO 360 76,500.00 20060401 ERIE 360 60,900.00 20060401 HAWLEY 360 148,000.00 20060401 ORLANDO 360 347,850.00 20060401 SAFETY HARBOR 360 156,100.00 20060401 Trenton 360 62,400.00 20060401 KALAMAZOO 360 68,700.00 20060401 RIO RANCHO 360 104,000.00 20060401 CHICAGO 360 269,500.00 20060401 SILVERTON 360 209,650.00 20060401 EAST HAMPTON 360 449,750.00 20060401 PIEDMONT 360 227,500.00 20060401 AKRON 360 45,500.00 20060401 CHICAGO 360 352,000.00 20060401 HOUSTON 360 90,558.00 20060301 CYPRESS 360 333,900.00 20060401 BARTLETT 360 169,600.00 20060401 SALT LAKE CITY 360 175,700.00 20060401 INDIANAPOLIS 360 104,000.00 20060401 WACO 360 40,000.00 20060401 WINTER PARK 360 114,000.00 20060401 SALEM 360 179,200.00 20060401 TAMPA 360 100,000.00 20060401 LAKE CITY 180 148,000.00 20060401 MOUNT PLEASANT 360 359,100.00 20060401 TAKOMA PARK 360 384,000.00 20060401 GARDNER 360 142,800.00 20060401 SYRACUSE 360 38,500.00 20060401 WASHINGTON 360 530,800.00 20060401 MUKILTEO 360 291,750.00 20060401 CHICAGO 360 416,500.00 20060401 MEMPHIS 360 36,000.00 20060401 BRIARWOOD 360 240,000.00 20060401 WACO 360 40,000.00 20060401 BRANDON 360 156,000.00 20060401 LOUISVILLE 360 64,000.00 20060401 MARGATE 360 244,000.00 20060401 SYRACUSE 360 99,750.00 20060401 Louisville 360 66,400.00 20060401 MESA 360 131,500.00 20060401 CHICAGO 360 352,100.00 20060401 VIRGINIA BEACH 360 296,800.00 20060401 LOS BANOS 360 336,000.00 20060401 ORANGE PARK 360 128,000.00 20060401 LAS VEGAS 360 244,000.00 20060401 CLEVELAND 360 91,200.00 20060401 COTTAGE GROVE 360 137,960.00 20060401 TWIN FALLS 360 124,600.00 20060401 CHANTILLY 360 516,000.00 20060401 BOURBONNAIS 360 112,000.00 20060401 PASADENA 360 218,400.00 20060401 CHICAGO 360 206,500.00 20060401 DRAPER 360 650,000.00 20060301 CHICAGO 360 189,000.00 20060401 CINCINNATI 360 232,000.00 20060401 PLAINFIELD 360 212,550.00 20060401 BOILING SPRINGS 360 82,500.00 20060401 Delhi 360 252,000.00 20060401 Montebello 360 352,000.00 20060401 CLEVELAND 360 73,700.00 20060401 DENVER 360 144,000.00 20060401 GARDEN VALLEY 360 520,000.00 20060401 CHICAGO 360 456,680.00 20060401 PEMBROKE PINES 360 300,000.00 20060301 BURKE 360 340,000.00 20060401 NASHVILLE 360 87,920.00 20060401 GARFIELD HEIGHTS 360 84,000.00 20060401 CAPE CORAL 360 185,500.00 20060401 Hendersonville 360 235,000.00 20060401 EVERETT 360 296,000.00 20060401 SILVER SPRING 360 388,000.00 20060401 OVIEDO 360 105,000.00 20060401 JOHNSTON 360 320,000.00 20060401 PORTLAND 360 203,200.00 20060401 BROOKLYN 360 900,000.00 20060401 PEORIA 360 164,500.00 20060401 PANAMA CITY BEACH 360 975,000.00 20060401 CHESTER 360 232,800.00 20060401 DETROIT 360 73,600.00 20060401 Charlotte 360 108,430.00 20060401 FORT LAUDERDALE 360 304,500.00 20060401 MESA 360 148,800.00 20060401 DANBURY 360 440,000.00 20060401 MARRERO 360 103,500.00 20060301 Indianapolis 360 37,450.00 20060401 HYATTSVILLE 360 336,000.00 20060401 Louisville 360 51,700.00 20060401 LOUISVILLE 360 133,000.00 20060401 LINCOLNTON 360 128,000.00 20060401 Lawrenceville 360 344,000.00 20060401 SANGER 360 185,500.00 20060401 PHOENIX 360 328,000.00 20060401 STERLING HEIGHTS 360 135,100.00 20060401 ABINGDON 360 414,781.00 20060401 GERMANTOWN 360 348,000.00 20060401 AURORA 360 100,000.00 20060401 TUCSON 360 240,000.00 20060401 Lafayette 360 74,800.00 20060401 MESA 360 154,000.00 20060401 WINTER HAVEN 360 136,450.00 20060401 NORCROSS 360 101,600.00 20060401 KAWKAWLIN 360 175,000.00 20060401 CORONA 360 892,950.00 20060401 GRAVETTE 360 62,800.00 20060401 Charlotte 360 106,050.00 20060401 QUEEN CREEK 360 210,100.00 20060401 CHANDLER 360 191,920.00 20060401 BURTON 360 53,060.00 20060401 STREAMWOOD 360 232,512.00 20060401 MECHANICSBURG 360 239,211.00 20060401 OAKLAND 360 339,500.00 20060401 LAKE WORTH 360 702,980.00 20060401 SAINT LOUIS 360 75,000.00 20060401 FORT LAUDERDALE 360 327,750.00 20060401 Flowery Branch 360 80,000.00 20060401 MIAMI BEACH 360 245,000.00 20060401 Brooklyn 360 1,000,000.00 20060401 ATLANTIC BEACH 360 178,400.00 20060401 DETROIT 360 96,800.00 20060401 SAINT LOUIS 360 168,000.00 20060401 PANAMA CITY 360 960,000.00 20060401 COLUMBUS 360 64,000.00 20060401 Garner 360 300,000.00 20060401 STOCKTON 360 343,000.00 20060401 PANAMA CITY BEACH 360 290,000.00 20060401 DETROIT 360 64,800.00 20060401 NAPLES 360 330,210.00 20060401 AURORA 360 152,000.00 20060401 WOODBRIDGE 360 220,500.00 20060401 PORT SAINT LUCIE 360 254,511.00 20060401 Newark 360 247,125.00 20060401 SCOTTSDALE 360 332,000.00 20060401 GRANDVIEW 360 59,300.00 20060301 GARNER 360 204,684.80 20060401 PHOENIX 360 354,000.00 20060401 ORLANDO 360 156,000.00 20060401 MOORE 360 89,550.00 20060301 OCOEE 360 251,450.00 20060401 MEMPHIS 360 50,200.00 20060401 WACO 360 40,000.00 20060401 TAMPA 360 124,400.00 20060401 PROVIDENCE 360 220,000.00 20060401 CHICAGO 360 234,000.00 20060401 Raleigh 360 92,750.00 20060401 PAHRUMP 360 208,000.00 20060401 JOHNSON CITY 360 71,752.00 20060301 ROCHESTER 360 33,600.00 20060401 KENOSHA 360 103,600.00 20060401 DAVIS 180 43,750.00 20060301 CHICAGO 360 122,500.00 20060301 BURBANK 360 171,700.00 20060401 SALEM 360 132,000.00 20060401 FLAGSTAFF 360 255,000.00 20060401 SILVER SPRING 360 150,300.00 20060401 SOUTH PADRE ISLAND 360 490,000.00 20060401 TAMPA 360 160,000.00 20060401 Hyde Park 360 318,500.00 20060401 LAKELAND 360 81,200.00 20060401 LONGMONT 360 231,200.00 20060401 WOODBRIDGE 360 315,750.00 20060401 NORTH CHARLESTON 360 108,920.00 20060401 STEVENSVILLE 360 417,000.00 20060401 LADSON 360 123,500.00 20060401 BROUSSARD 360 148,000.00 20060401 GERMANTOWN 360 370,000.00 20060401 VISTA 360 423,857.00 20060401 MAPLE GLEN 360 460,000.00 20060401 VISALIA 360 132,000.00 20060401 SAINT JOSEPH 360 211,704.00 20060401 TAMPA 360 128,000.00 20060401 BALTIMORE 360 40,800.00 20060301 POMPANO BEACH 360 196,000.00 20060401 CARSON 360 433,600.00 20060301 NORFOLK 180 220,000.00 20060401 STAFFORD 360 308,800.00 20060401 PHILADELPHIA 360 141,700.00 20060301 KISSIMMEE 360 304,000.00 20060401 DAYTON 360 57,500.00 20060401 CHANDLER 360 635,150.00 20060401 KENNESAW 360 175,920.00 20060401 CHICAGO 360 273,000.00 20060401 POQUOSON 360 68,000.00 20060401 STERLING 360 276,500.00 20060401 BROOKLYN 360 510,880.00 20060401 CINCINNATI 360 120,000.00 20060401 PASCO 360 126,700.00 20060401 ELGIN 360 227,900.00 20060401 MISSOULA 360 136,000.00 20060401 Pikeville 360 116,400.00 20060401 LEWISVILLE 360 102,000.00 20060401 WEST WARWICK 360 179,200.00 20060401 Passaic 360 308,000.00 20060401 LAND O LAKES 360 238,000.00 20060401 CARSON CITY 360 172,000.00 20060401 EASLEY 360 166,500.00 20060401 SPRING HILL 360 131,600.00 20060401 DEERFIELD BEACH 360 720,000.00 20060301 CLARKSTON 360 115,200.00 20060401 SLIDELL 360 100,800.00 20060401 NASHUA 360 304,500.00 20060401 LAS VEGAS 360 235,300.00 20060301 CHICAGO 360 194,000.00 20060401 Alameda 360 595,000.00 20060401 Bloomfield 360 312,000.00 20060301 DETROIT 360 59,580.00 20060401 MIDDLETOWN 360 417,000.00 20060401 GREENVILLE 360 45,600.00 20060301 REYNOLDSBURG 360 118,400.00 20060401 CANTON 360 68,500.00 20060401 SUN CITY WEST 360 282,000.00 20060401 BAKERSFIELD 360 159,565.00 20060401 CHICKASAW 360 38,400.00 20060401 TAMPA 360 444,500.00 20060401 ROCHESTER 360 66,430.00 20060401 Greensboro 360 52,000.00 20060401 Albuquerque 360 200,000.00 20060401 MARICOPA 360 270,296.00 20060401 OVIEDO 360 220,500.00 20060401 CHICAGO 360 280,000.00 20060401 South Plainfield 360 325,500.00 20060401 MEMPHIS 360 35,200.00 20060401 LOS ANGELES 360 133,500.00 20060301 NORTH WEBSTER 360 124,000.00 20060301 INDIO 360 393,350.00 20060401 HENDERSON 360 424,000.00 20060401 SPRINGDALE 360 206,400.00 20060301 BROOKLYN 360 419,300.00 20060401 SPRINGFIELD 360 104,000.00 20060401 CLINTON 360 271,920.00 20060401 Hampton 360 122,750.00 20060301 Wendell 360 121,600.00 20060401 CLINTON 360 324,000.00 20060401 SAINT PETERSBURG 360 101,500.00 20060401 JACKSONVILLE 360 72,000.00 20060401 Louisville 360 324,000.00 20060401 SUMMERVILLE 360 96,373.00 20060401 Newburgh 360 152,000.00 20060401 SYRACUSE 360 47,920.00 20060401 SYRACUSE 360 32,000.00 20060401 TOPEKA 360 32,800.00 20060401 EVANSTON 360 276,000.00 20060401 SILVER SPRING 360 412,500.00 20060401 BRONX 360 371,000.00 20060401 PARKLAND 360 930,000.00 20060401 Louisville 360 86,400.00 20060301 WOONSOCKET 360 200,000.00 20060401 Waxhaw 360 119,268.00 20060401 AUBURN 360 131,600.00 20060401 CAMDEN 360 243,961.00 20060401 BELTSVILLE 360 184,000.00 20060401 CHICAGO 360 244,000.00 20060401 PHOENIXVILLE 360 136,000.00 20060401 MIAMI 360 463,396.00 20060401 VALLEJO 360 302,950.00 20060401 SPRINGFIELD 360 82,125.00 20060201 LARGO 360 118,790.00 20060401 PORT TOBACCO 360 515,000.00 20060401 HIALEAH 360 156,000.00 20060401 MORENO VALLEY 360 437,500.00 20051001 CHICAGO 360 311,200.00 20060401 Worcester 360 172,500.00 20050801 PEORIA 360 201,600.00 20060401 DETROIT 360 50,400.00 20050901 COLUMBUS 360 49,000.00 20060401 BIRCHRUNVILLE 360 965,000.00 20051101 OAKTON 360 770,000.00 20060401 Newark 360 264,000.00 20060401 Atlanta 360 144,300.00 20060401 ROCHESTER 360 207,329.00 20060401 ROCHESTER 360 207,532.00 20060401 BROWNS VALLEY 360 519,200.00 20060401 QUEEN CREEK 360 226,900.00 20060401 DENVER 360 155,920.00 20060401 MAGNOLIA 360 345,600.00 20060401 HENDERSON 360 454,095.20 20060401 MISSION 360 103,313.00 20060401 Lawrenceville 360 112,000.00 20060401 Beverly 360 1,000,000.00 20060401 HOUSTON 360 217,873.00 20060401 PALM BAY 360 158,600.00 20051101 WASHINGTON 360 172,000.00 20050601 GARLAND 360 56,024.00 20050901 GARLAND 360 56,197.00 20050901 GARLAND 360 54,992.00 20050901 PORT SAINT LUCIE 360 248,890.00 20060401 WYANDANCH 360 214,291.00 20050901 CERES 360 174,500.00 20060401 DESERT HILLS 360 640,000.00 20060401 Nantucket 360 450,000.00 20060401 West Springfield 360 181,600.00 20060401 PHILADELPHIA 360 80,000.00 20060401 LIVERPOOL 360 84,800.00 20060401 BOSTON 360 395,500.00 20060401 ORLANDO 360 206,500.00 20060401 PHOENIX 360 245,800.00 20060401 MARCO ISLAND 360 800,000.00 20060401 LAS VEGAS 360 132,000.00 20060401 TAMPA 360 117,600.00 20060401 THE DALLES 360 85,750.00 20060401 COLUMBUS 360 140,000.00 20060401 CHICAGO 360 152,000.00 20060401 BEND 360 248,000.00 20060401 CINCINNATI 360 148,000.00 20060401 JACKSONVILLE 360 144,750.00 20060401 Visalia 360 219,200.00 20060401 NAPLES 360 247,920.00 20060401 SUN CITY 360 383,524.00 20060401 SUMMERVILLE 360 106,800.00 20060401 INDIANAPOLIS 360 34,400.00 20060401 DETROIT 360 100,000.00 20060401 COPIAGUE 360 332,500.00 20060401 STUART 360 182,400.00 20060401 LEBANON 360 193,200.00 20060401 ANTHEM 360 272,000.00 20060401 ROYAL PALM BEACH 360 300,000.00 20060401 DUMFRIES 360 483,750.00 20060401 CLEVELAND 360 68,000.00 20060401 CHICAGO 360 301,600.00 20060401 BRONX 360 371,000.00 20060401 GLENDALE 360 476,000.00 20060401 MORENO VALLEY 360 314,000.00 20060401 CHESTERFIELD 360 165,600.00 20060401 Newark 360 227,500.00 20060401 SALEM 360 127,350.00 20060401 ANNAPOLIS 360 245,000.00 20060401 WAYNESBORO 360 216,000.00 20060401 Powder Springs 360 233,000.00 20060401 TEMPE 360 280,000.00 20060401 QUEEN CREEK 360 175,000.00 20060401 TAMPA 360 178,000.00 20060401 DELAND 360 215,000.00 20060401 WOODBRIDGE 360 247,100.00 20060401 FALLON 360 73,600.00 20060301 STREAMWOOD 360 204,000.00 20060401 MCLEAN 360 300,000.00 20060401 YORK 360 51,200.00 20060401 VISALIA 360 180,800.00 20060401 MIDVALE 360 149,100.00 20060401 ANDERSON 360 140,000.00 20060401 PROVIDENCE 360 192,000.00 20060401 HOLLYWOOD 360 98,000.00 20060401 BUCKEYE 360 149,443.00 20060401 Charlotte 360 164,800.00 20060401 EASTON 360 380,000.00 20060401 SARASOTA 360 480,000.00 20060401 QUEEN CREEK 360 209,600.00 20060401 LITHIA 360 182,850.00 20060401 FALLON 360 116,000.00 20060301 Louisville 360 292,000.00 20060401 PORTLAND 360 160,000.00 20060301 RIVIERA BEACH 360 260,000.00 20060401 CHICAGO 360 208,000.00 20060401 CHICAGO 360 100,000.00 20060301 COATESVILLE 360 187,920.00 20060401 GREENFIELD 360 197,300.00 20060301 KNOXVILLE 360 88,000.00 20060401 SEVERN 360 242,000.00 20060401 CITRUS HEIGHTS 360 315,200.00 20060401 BOWIE 360 507,100.00 20060401 BRONX 360 490,000.00 20060401 QUEEN CREEK 360 243,000.00 20060401 BALTIMORE 360 52,000.00 20060401 JOHNSTON 360 172,200.00 20060401 PROVIDENCE 360 159,250.00 20060401 EDGEWATER 360 285,000.00 20060401 SILVER SPRING 360 352,750.00 20060401 Provo 360 1,950,000.00 20060401 LACEY 360 216,000.00 20060301 roxboro 360 165,200.00 20060401 COCKEYSVILLE 180 917,000.00 20060401 GERMANTOWN 360 185,200.00 20060401 NEILTON 360 98,900.00 20060401 COLUMBIA 360 57,600.00 20060401 HAZEL CREST 360 73,600.00 20060401 SIMPSONVILLE 360 99,330.00 20060401 MAYWOOD 360 168,000.00 20060401 LAKE WORTH 360 140,500.00 20060401 SIMPSONVILLE 360 307,325.00 20060401 OGDEN 360 69,200.00 20060301 JACKSONVILLE 360 66,400.00 20060401 VERO BEACH 360 210,000.00 20060301 CASA GRANDE 360 168,000.00 20060401 DANA POINT 360 623,000.00 20060401 SILVER SPRING 360 267,200.00 20060401 LINDENHURST 360 330,000.00 20060401 TAYLOR 360 96,000.00 20060401 LOS ANGELES 360 280,000.00 20060401 MOUNT POCONO 360 105,000.00 20060401 WARWICK 360 196,000.00 20060401 METAMORA 360 139,300.00 20060401 MEMPHIS 360 42,000.00 20060301 FRISCO 360 273,382.00 20060401 PHOENIX 360 240,000.00 20060401 SPARTANBURG 360 120,000.00 20060401 COLUMBUS 360 216,400.00 20060401 SPARTANBURG 360 44,000.00 20060401 TRAVELERS REST 360 152,000.00 20060401 ALSTEAD 360 125,650.00 20060401 SPRING BRANCH 360 110,700.00 20060401 Plainfield 360 320,000.00 20060401 BROOKLYN 360 720,000.00 20060401 PHOENIX 360 260,800.00 20060401 BROOKLYN 360 598,000.00 20060301 CHICAGO 360 223,200.00 20060401 SPRING BRANCH 360 128,000.00 20060301 PHOENIX 360 258,400.00 20060401 PHOENIX 360 142,320.00 20060401 DETROIT 360 58,400.00 20060401 BROOKLYN 360 448,000.00 20060401 WASHINGTON 360 692,000.00 20060401 COVINGTON 360 142,990.00 20060401 PUYALLUP 360 393,520.00 20060401 Apollo Beach 360 1,000,000.00 20060401 MORENO VALLEY 360 232,500.00 20060401 TREASURE ISLAND 360 494,000.00 20060401 MERRITT ISLAND 360 317,500.00 20060401 STERLING 360 332,000.00 20060301 BALTIMORE 360 39,400.00 20060401 Atlanta 360 148,000.00 20060401 DERWOOD 360 416,000.00 20060401 COOPER CITY 360 368,000.00 20060401 MIDLOTHIAN 360 123,160.00 20060401 WALTON 360 296,000.00 20060401 WEST PALM BEACH 360 382,500.00 20060401 JOLIET 360 119,200.00 20060401 SPARTANBURG 360 44,000.00 20060401 GAINESVILLE 360 60,000.00 20060401 BATON ROUGE 360 111,900.00 20060301 GREENVILLE 360 144,000.00 20060401 PHILADELPHIA 360 48,000.00 20060401 CHARDON 360 200,000.00 20060401 MESA 360 220,000.00 20060401 Billings 360 124,000.00 20060401 CINCINNATI 360 74,600.00 20060401 GIBSONTON 360 219,300.00 20060401 MOBILE 360 41,325.00 20060401 WEST PALM BEACH 360 229,500.00 20060401 Fall River 360 196,000.00 20060401 TUCSON 360 281,250.00 20060401 RICHMOND 360 112,000.00 20060401 JACKSON 360 41,600.00 20060401 HEFLIN 360 215,910.00 20060401 PHOENIX 180 108,000.00 20060401 PANAMA CITY BEACH 360 787,500.00 20060401 Charlotte 360 92,750.00 20060401 SPRINGFIELD 360 322,400.00 20060401 AMITYVILLE 360 535,000.00 20060401 DETROIT 360 37,600.00 20060401 BELLINGHAM 360 104,000.00 20060401 ORLANDO 360 106,621.00 20060401 SARASOTA 360 169,400.00 20060401 COLUMBIA 360 77,968.00 20060401 WASHINGTON 360 296,000.00 20060401 TRENTON 360 100,000.00 20060401 RAYTOWN 360 60,900.00 20060401 SYRACUSE 360 72,000.00 20060401 CHANTILLY 360 662,000.00 20060401 SAN CLEMENTE 360 980,000.00 20060401 PONTIAC 360 52,500.00 20060401 WESTFIELD 360 54,400.00 20060401 DETROIT 360 53,000.00 20060401 XXXXXX 360 86,100.00 20060401 DETROIT 360 56,000.00 20060401 DETROIT 360 55,200.00 20060401 KANSAS CITY 360 57,000.00 20060401 HOUSTON 360 52,500.00 20060401 SUPERIOR 360 64,400.00 20060401 LISLE 360 356,250.00 20060401 XXXXXXX 360 63,000.00 20060401 Noblesville 360 91,600.00 20060401 Noblesville 360 91,600.00 20060401 Woodstock 360 86,100.00 20060301 SALT LAKE CITY 360 71,400.00 20060401 MEMPHIS 360 55,250.00 20060401 KANSAS CITY 360 60,900.00 20060301 Rio Rancho 360 66,500.00 20060401 SCOTTSDALE 360 163,800.00 20060401 HORN LAKE 360 66,150.00 20060301 Xxxxxxx Xxxxx 000 56,000.00 20060401 BALTIMORE 360 55,250.00 20060401 XXXXXXXXX 360 53,600.00 20060401 BATON ROUGE 360 76,900.00 20060401 PALM BEACH GARDENS 360 462,700.00 20060401 CANTON 360 53,600.00 20060401 BATON ROUGE 360 76,900.00 20060401 OCALA 360 72,100.00 20060401 PORTLAND 360 103,100.00 20060401 KANSAS CITY 360 62,900.00 20060301 KANSAS CITY 360 63,750.00 20060301 XXXXXXX XXXXX 000 50,225.00 20060401 RAYTOWN 360 60,900.00 20060401 SAN BERNARDINO 360 140,000.00 20060401 Charlotte 360 65,600.00 20060401 DALLAS 360 47,600.00 20060401 Xxxxxxx Xxxxx 000 50,000.00 20060401 MEMPHIS 360 53,500.00 20060401 Xxxxxxx Xxxxx 000 56,800.00 20060401 Xxxxxxx Xxxxx 000 56,800.00 20060401 GALVESTON 360 65,450.00 20060401 MEMPHIS 360 50,100.00 20060401 MEMPHIS 360 55,200.00 20060401 FALLS CHURCH 360 535,296.00 20060401 RICHMOND 360 64,000.00 20060401 SOUND BEACH 360 185,500.00 20060401 AUGUSTA 360 52,000.00 20060401 Trenton 360 84,000.00 20060401 TRENTON 360 92,000.00 20060401 KANNAPOLIS 360 79,600.00 20060401 TRENTON 360 84,000.00 20060401 OCOEE 360 240,350.00 20060401 Concord 360 64,400.00 20060401 Pompton Plains 360 268,100.00 20060401 KNOXVILLE 360 343,200.00 20060401 COLUMBIA 360 72,800.00 20060401 SAN LEANDRO 360 367,500.00 20060401 TEMPE 360 144,000.00 20060401 XXXXXXXXX XXXXX 000 128,000.00 20060401 Bradenton Beach 360 1,000,000.00 20060401 OAKLAND 360 400,000.00 20060401 ROSELLE 360 131,600.00 20060401 FLAT ROCK 360 104,000.00 20060401 MADRAS 360 88,500.00 20060401 KANSAS CITY 180 34,295.00 20060401 MADRAS 360 88,500.00 20060401 ELK GROVE 360 890,000.00 20060401 DETROIT 360 64,000.00 20060401 PORTSMOUTH 360 241,500.00 20060401 HIALEAH 360 99,330.00 20060401 MOLINE 360 104,000.00 20060401 MANCHESTER 360 90,000.00 20060401 ARVERNE 360 420,000.00 20060401 WOBURN 360 304,000.00 20060401 PHOENIX 360 282,000.00 20060401 LAS VEGAS 360 240,300.00 20060401 OCEANSIDE 360 290,250.00 20060401 SPRING 360 179,200.00 20060401 PHOENIX 360 277,000.00 20060401 LAREDO 360 224,000.00 20060401 ROCKVALE 360 164,500.00 20060401 NORTH BELLMORE 360 245,000.00 20060401 Los Angeles 360 417,000.00 20060401 SPARTANBURG 360 97,600.00 20060401 Acworth 360 350,320.00 20060401 COLUMBUS 360 63,200.00 20060401 LAS VEGAS 360 281,450.00 20060401 COACHELLA 360 280,792.00 20060401 Lumberton 360 51,775.00 20060401 XXXXXXXX 360 120,000.00 20060301 SCHENECTADY 360 40,000.00 20060401 BILOXI 360 143,920.00 20060401 GULFPORT 360 160,000.00 20060401 SPARTANBURG 360 57,600.00 20060401 BALTIMORE 360 235,800.00 20060401 SPARTANBURG 360 44,000.00 20060401 WALDORF 360 260,000.00 20060401 ROUND LAKE 360 101,500.00 20060401 Decatur 360 129,600.00 20060401 DES PLAINES 360 176,000.00 20060401 CHICAGO 360 260,000.00 20060401 PIEDMONT 360 101,600.00 20060401 PORTLAND 360 188,000.00 20060401 SAN ANTONIO 360 46,400.00 20060401 SAN ANTONIO 360 46,400.00 20060401 SAN ANTONIO 360 46,400.00 20060401 CRANSTON 180 236,000.00 20060401 HOUSTON 360 208,000.00 20060401 QUEEN CREEK 360 177,100.00 20060401 DAYTON 360 44,000.00 20060401 Atlanta 360 108,000.00 20060401 EASTPOINTE 360 62,400.00 20060401 LITTLE ROCK 360 130,000.00 20060401 MILFORD 360 144,000.00 20060401 SURPRISE 360 441,100.00 20060401 XXXXXXX 360 47,900.00 20060401 SEVIERVILLE 360 455,000.00 20060401 NEW HAVEN 360 119,350.00 20060401 GATLINBURG 360 487,000.00 20060401 WASHINGTON 360 396,000.00 20060401 SOUTHFIELD 360 119,000.00 20060401 LINCOLNWOOD 360 360,000.00 20060401 COLUMBUS 360 49,280.00 20060401 DOVER 360 92,435.00 20060401 Buckeye 360 168,287.00 20060301 QUEEN CREEK 360 228,750.00 20060401 MESA 360 452,000.00 20060401 Xxxxxxx 360 354,626.00 20051101 PROVIDENCE 360 144,000.00 20060401 Atlanta 360 131,200.00 20060401 Chickamauga 360 35,600.00 20060201 JACKSONVILLE 360 111,200.00 20060401 North Bethesda 360 1,313,622.00 20060401 BRENTWOOD 360 313,600.00 20060401 Glendale 360 1,200,000.00 20060401 PEMBROKE 360 185,500.00 20060401 PHOENIX 360 156,000.00 20060401 TAMPA 360 135,000.00 20060401 MIAMI BEACH 360 650,000.00 20060401 JERSEY CITY 360 390,000.00 20060401 SIOUX FALLS 360 87,750.00 20060301 MARICOPA 360 187,245.00 20060401 AURORA 360 34,200.00 20060301 Xxxxxxxx 360 256,000.00 20060401 BOLINGBROOK 360 157,500.00 20060401 SPARTANBURG 360 48,450.00 20060301 NEW YORK 360 945,000.00 20060401 DOUGLASSVILLE 360 222,400.00 20060401 Albuquerque 360 121,100.00 20060401 HILTON HEAD ISLAND 360 47,600.00 20060401 ASTORIA 360 577,500.00 20060401 WHEATON 360 160,000.00 20060401 PLATTSBURG 360 256,000.00 20060401 FORT XXXXXXXX 360 116,000.00 20060401 MIDDLETOWN 360 407,400.00 20060301 BROOKLYN 360 516,000.00 20060401 LAS VEGAS 360 236,000.00 20060401 XXXX XXXXXXXXXX 000 260,000.00 20060401 FALLS CHURCH 360 467,720.00 20060401 OXNARD 360 420,000.00 20060401 DETROIT 360 104,800.00 20060401 XXXXXXX 360 159,835.00 20060401 NORFOLK 360 81,900.00 20060401 SANDPOINT 360 190,000.00 20060401 PARADISE 360 231,200.00 20060401 CAPE CORAL 360 323,100.00 20060401 SEDONA 360 287,200.00 20060401 PAWLEYS ISLAND 360 650,000.00 20060401 COUNTRY CLUB HILLS 360 88,000.00 20060401 Passaic 360 324,000.00 20060401 Franklin 360 285,600.00 20060401 SAN ANTONIO 360 122,250.00 20060401 BRIDGEPORT 360 304,000.00 20060401 XXXXX 360 371,200.00 20060401 SURPRISE 360 211,450.00 20060401 CHICAGO 360 88,000.00 20060401 LAKE FOREST 360 488,000.00 20060401 FARMINGVILLE 360 360,000.00 20060401 PALM BAY 360 123,834.00 20060401 BIRMINGHAM 360 72,000.00 20060401 WALDORF 360 210,000.00 20060401 West New York 360 424,000.00 20060401 PHOENIX 360 220,000.00 20060401 DETROIT 360 73,600.00 20060401 XXXXXX 360 78,245.00 20060401 XXXXXXX 360 156,000.00 20060401 INDIO 360 231,000.00 20060401 WESTWOOD 360 340,000.00 20060301 TEHACHAI 360 204,000.00 20060401 CLEVELAND 360 48,000.00 20060401 BAKERSFIELD 360 163,065.00 20060401 SWANSEA 360 78,030.00 20060401 SCOTTSDALE 360 1,500,000.00 20060401 BUCKEYE 360 202,706.00 20060401 WILLOWBROOK 360 180,000.00 20060401 KANSAS CITY 360 68,000.00 20060401 MARICOPA 360 219,480.00 20060401 FOREST GROVE 360 233,600.00 20060401 MARICOPA 360 205,789.00 20060401 XXXXXXX 360 375,000.00 20060301 CEDAR POINT 360 112,000.00 20060401 FREDERICKSBURG 360 388,980.00 20060401 BALTIMORE 180 112,500.00 20060401 LAS VEGAS 360 562,500.00 20060401 PEORIA 360 178,700.00 20060401 Ahoskie 360 52,000.00 20060401 JACKSONVILLE 360 111,600.00 20060401 Evansville 360 48,000.00 20060401 XXXXXX XXXX 000 450,400.00 20060401 WALDORF 360 294,400.00 20060401 JACKSONVILLE 360 111,600.00 20060401 MEMPHIS 360 48,800.00 20060401 LORTON 360 276,000.00 20060401 SALISBURY 360 51,900.00 20060401 SAINT LOUIS 360 50,000.00 20060401 Trenton 360 100,000.00 20060301 XXXXXXX 360 120,000.00 20060401 MEMPHIS 360 50,400.00 20060401 TOLEDO 360 40,000.00 20060301 TAMPA 360 143,500.00 20060401 SAINT LOUIS 360 50,000.00 20060401 PROVIDENCE 360 175,200.00 20060401 RICHMOND 360 239,600.00 20060301 ISLE OF PALMS 360 712,500.00 20060401 CENTEREACH 360 472,500.00 20060401 SAINT LOUIS 360 58,400.00 20060401 LANCASTER 360 122,400.00 20060301 NORTH LAS VEGAS 360 366,000.00 20060401 Woodstock 360 328,000.00 20060401 LONG BEACH 360 133,000.00 20060401 EVANSTON 360 108,000.00 20060401 PEYTON 360 162,400.00 20060401 Marietta 360 165,730.00 20060401 EVANSTON 360 104,000.00 20060401 INDIANAPOLIS 360 65,600.00 20060401 Sunbury 360 152,440.00 20060401 Rome 360 92,800.00 20060401 ORLANDO 360 158,400.00 20060401 EVANSTON 360 98,800.00 20060401 AMSTERDAM 360 48,000.00 20060401 MIAMI 360 148,750.00 20060401 EL PASO 360 100,000.00 20060401 FALLS CHURCH 360 553,350.00 20060401 TYLER 360 112,847.00 20060401 LADYS ISLAND 360 244,300.00 20060401 JAMAICA 360 496,000.00 20060401 CHICAGO 360 224,000.00 20060401 Xxxx Xxxxx 000 48,800.00 20060401 BALTIMORE 360 113,750.00 20060401 PALM COAST 360 640,500.00 20060401 Hillsborough 360 224,000.00 20060401 ALEXANDRIA 360 210,000.00 20060401 CRYSTAL SPRINGS 360 117,000.00 20060401 PHOENIX 360 172,000.00 20060401 VIRGINIA BEACH 360 81,900.00 20060401 PORT JEFFERSON STATION 360 235,000.00 20060401 DAYTON 360 59,300.00 20060401 BAYONNE 360 242,000.00 20060401 WELLINGTON 360 717,500.00 20060401 AKRON 360 61,600.00 20060401 MARYVILLE 360 88,000.00 20060401 WARRENTON 360 192,000.00 20060401 XXXXX 360 69,200.00 20060301 XX XXXX 000 000,000.00 00000000 XXXXX XXXXX XXXXXX 360 140,000.00 20060401 FARMINGTON 360 162,400.00 20060401 FARMINGTON 360 162,400.00 20060401 GRANDVILLE 360 59,300.00 20060301 BAY SHORE 360 333,000.00 20060401 BURNSVILLE 360 208,000.00 20060401 Evansville 360 48,000.00 20060401 XXXXXXXX 360 187,960.00 20060401 DUNELLEN 360 275,200.00 20060301 HOLLYWOOD 360 360,000.00 20060401 Tigard 360 220,000.00 20060201 PORT SAINT LUCIE 360 261,250.00 20060401 PALISADES 360 344,000.00 20060301 MERCED 360 265,000.00 20060401 SAINT ALBANS 360 316,000.00 20060401 DAYTON 360 50,400.00 20060401 EL MONTE 360 160,000.00 20060301 XXXXXX 360 40,900.00 20060401 JACKSONVILLE 360 77,760.00 20060401 BRIDGEPORT 360 190,000.00 20060401 LAWRENCEVILLE 360 123,025.00 20060401 WATERFORD 360 193,920.00 20060401 MONROE 180 37,500.00 20060401 Atlantic Beach 360 192,000.00 20060401 Kalamazoo 360 526,560.00 20060401 WINCHESTER 360 343,200.00 20060401 SPOKANE 360 311,920.00 20060401 West Sacramento 360 100,000.00 20060401 XXXX XXXXX 000 137,900.00 20060401 SUNRISE 360 228,000.00 20060401 MARYSVILLE 360 176,000.00 20060401 CONCORD 360 357,600.00 20060401 SIOUX FALLS 360 106,600.00 20060301 COLUMBUS 360 148,000.00 20060401 XXXXXXX 360 192,000.00 20060401 BELLEROSE 360 383,500.00 20060401 Paterson 360 368,000.00 20060401 LEWES 360 241,600.00 20060401 Boston 360 272,000.00 20060301 BOOTHWYN 360 90,400.00 20060401 TUCSON 360 148,000.00 20060401 CHICAGO 360 145,600.00 20050901 CHARLOTTE 360 128,000.00 20060401 WHEATON 360 340,000.00 20060401 FORT XXXXX 360 200,800.00 20051001 TINLEY PARK 360 194,000.00 00000000 GRANTS PASS 360 152,000.00 20060401 XXXXX 360 110,400.00 20051001 STREAMWOOD 360 169,000.00 20051001 XXXXXX 360 184,720.00 20060401 Toms River 360 191,900.00 20060401 SAINT XXXXXX 360 202,000.00 20060401 PATASKALA 360 131,600.00 20051101 LOVELAND 360 120,000.00 20060401 Boston 360 427,000.00 20060401 VIRGINIA BEACH 360 224,000.00 20060401 APPLE VALLEY 360 224,000.00 20060401 BOYNTON BEACH 360 132,000.00 20060401 PONTIAC 360 115,100.00 20051001 CHICAGO 360 150,500.00 20060401 NEWBURGH 360 188,000.00 20051001 Xxxxxxxxx 360 158,650.00 20060401 Boston 360 455,000.00 20060401 XXXXXX 360 80,000.00 20060401 Durham 360 55,000.00 20051001 FORT XXXXX 360 74,400.00 20051101 DETROIT 360 60,000.00 20051101 SURPRISE 360 198,030.00 20051101 LEES SUMMIT 360 310,574.00 20060401 AVONDALE 360 214,700.00 20051101 LITHIA 360 204,400.00 20051001 SURPRISE 360 189,600.00 20051101 FAIRVIEW 360 335,000.00 20060401 SHOW LOW 360 353,350.00 20060401 Charlotte 360 108,404.00 20060401 OKLAHOMA CITY 360 68,400.00 20060401 CLEVELAND 360 83,200.00 20051201 ALAMEDA 360 380,000.00 20060401 ORMOND BEACH 360 232,000.00 20060401 XXXXX 360 295,000.00 20051101 SAN ANTONIO 360 72,800.00 20060401 FORT XXXXXX 360 136,000.00 20060401 RICHMOND 360 87,200.00 20060401 DAYTON 360 44,800.00 20060401 INDEPENDENCE 360 105,600.00 20060401 LARGO 360 140,100.00 20060401 SURPRISE 360 204,300.00 20060401 HANFORD 360 149,000.00 20060401 BRONX 360 353,500.00 20060401 BRANSON 360 96,000.00 20060401 ASHBURN 360 312,000.00 20060401 Belmont 360 525,000.00 20060401 LYNCHBURG 360 98,400.00 20060401 LYNCHBURG 360 98,400.00 20060401 DAYTON 360 43,200.00 20060401 HARLINGEN 360 107,940.00 20060401 XXXXXX 360 284,000.00 20060401 XXXX XXXXXX 000 101,500.00 20060401 STOCKTON 360 215,250.00 20060401 ODENTON 360 259,200.00 20060401 WOODSIDE 360 400,000.00 20060401 CANTON 360 219,200.00 20060401 SAINT LOUIS 360 94,500.00 20060401 Camden 360 61,600.00 20060401 COLUMBUS 360 220,920.00 20060401 NORTH MIAMI 360 84,000.00 20060401 VIRGINIA BEACH 360 158,450.00 20060401 KANSAS CITY 360 87,200.00 20060401 AKRON 360 53,600.00 20060401 SAINT LOUIS 360 101,500.00 20060401 Xxxxxx 360 200,000.00 20060401 TOPEKA 360 40,000.00 20060401 GREENVILLE 360 59,250.00 20060401 VIENNA 360 700,000.00 20060401 OZONE PARK 360 297,500.00 20060401 AURORA 360 126,000.00 20060401 GOODLETTSVILLE 360 134,640.00 20060401 CHICAGO 360 115,120.00 20060401 APPLE VALLEY 360 228,000.00 20060401 Irvington 360 183,400.00 20060401 MURRIETA 360 470,400.00 20060401 XXXXXXXXX 360 249,600.00 20060401 ZEPHYRHILLS 360 301,600.00 20060401 MERIDEN 360 192,000.00 20060401 PHILADELPHIA 360 54,400.00 20060401 SANTA XXXX 360 401,120.00 20060401 PROVIDENCE 360 227,200.00 20060401 WASHINGTON 360 377,000.00 20060301 GLENDALE 360 244,800.00 20060401 UPPER MARLBORO 360 276,000.00 20060401 RESTON 360 254,400.00 20060301 Xxxx Xxxxxx 000 417,000.00 20060401 CHICAGO 360 147,200.00 20060401 AURORA 360 131,200.00 20060401 PHOENIX 360 136,500.00 20060401 Cottonwood 360 156,800.00 20060401 HOMESTEAD 360 162,750.00 20060401 KANSAS CITY 360 68,000.00 20060401 HILLSBORO 360 106,750.00 20060401 LAKE OSWEGO 360 259,200.00 20060301 NEW LONDON 360 54,720.00 00000000 GRANTS PASS 360 164,500.00 20060401 XXXXXX 360 245,000.00 20060401 AIKEN 360 68,000.00 20060401 BUFFALO 360 39,920.00 20060401 CLERMONT 360 283,500.00 20060401 Louisville 360 68,000.00 20060401 NEWPORT NEWS 360 182,400.00 20060401 LOS ANGELES 360 580,000.00 20060301 MIAMI 360 464,000.00 20060401 XXXXXXX ESTATES 360 149,600.00 20050901 NAMPA 360 115,500.00 20060401 POWDER SPRINGS 360 104,000.00 20060401 Alpharetta 360 1,000,000.00 20051101 DETROIT 360 71,010.00 20060401 JACKSONVILLE BEACH 360 220,500.00 20060401 ANGOLA 360 612,000.00 20060401 BOILING SPRINGS 360 111,200.00 20060401 Apopka 360 1,000,000.00 20060401 BRONX 360 357,000.00 20060401 SPOKANE 360 119,000.00 20060401 ORLANDO 360 155,000.00 20060401 BROOKLYN 360 417,000.00 20060401 TYLER 360 93,600.00 20060401 PHILADELPHIA 360 101,600.00 20060401 Alpharetta 360 515,920.00 20060401 TOPEKA 360 30,000.00 20060401 CHICAGO 360 163,920.00 20060401 TOPEKA 360 30,000.00 20060401 TOPEKA 360 36,000.00 20060401 E FALLOWFIELD 360 277,950.00 20060401 MESA 360 860,000.00 20060401 GREENVILLE 360 101,600.00 20060401 RENTON 360 280,000.00 20060401 LANSING 360 84,000.00 20060401 EL PASO 360 98,000.00 20060401 Raleigh 360 136,500.00 20060401 BIRMINGHAM 360 55,920.00 20060401 BARTOW 360 328,000.00 20060401 OKLAHOMA CITY 360 47,200.00 20060301 CHICAGO 360 507,500.00 20060401 ORMOND BEACH 360 180,800.00 20060401 DETROIT 360 65,100.00 20060401 HOLLYWOOD 360 284,000.00 20060301 NORTH CHARLESTON 360 80,430.00 20060401 VANCOUVER 360 181,250.00 20060401 AVONDALE 360 244,200.00 20060401 JACKSONVILLE 360 93,400.00 20060401 SEGUIN 360 99,200.00 20060401 SOUTHFIELD 360 248,000.00 20060401 KENT 360 287,200.00 20060401 ROWESVILLE 360 78,248.00 20060401 MASPETH 360 447,000.00 20060401 Mutttontown 360 1,470,000.00 20060401 XXXX OAKS 360 451,750.00 20051201 DARLINGTON 360 300,000.00 20060401 NORTH HOLLYWOOD 360 417,000.00 20060401 NEW DURHAM 360 367,500.00 20060401 RANCHO PALOS VERDES 360 999,500.00 20051101 SAN ANTONIO 360 57,600.00 20060401 PORT SAINT LUCIE 360 235,753.00 20060401 COLUMBUS 360 68,000.00 20060401 KANSAS CITY 360 79,100.00 20060401 NORTH CHARLESTON 360 143,834.00 20060401 FOUNTAIN 360 129,500.00 20060401 BALTIMORE 360 116,000.00 20060401 LAWRENCEVILLE 360 231,200.00 20060401 HOMESTEAD 360 109,070.00 20060401 LA VERGNE 360 116,000.00 20060401 NORTH LAS VEGAS 360 393,600.00 20060401 WASHINGTON 360 107,040.00 20060401 ATLANTA 360 116,800.00 20060401 Cumming 360 108,500.00 20060301 HILLSBORO 360 106,890.00 20060401 JACKSONVILLE 360 108,000.00 20060401 Wilmington 360 308,000.00 20051201 Las Cruces 360 272,000.00 20060401 VISALIA 360 217,000.00 20060401 SCAPPOOSE 360 184,000.00 20060401 SALEM 360 85,600.00 20060401 Santa Xxxxx 360 296,000.00 20060401 JACKSONVILLE 360 60,000.00 20060401 OZARK 360 213,750.00 20060401 CHICAGO 360 188,000.00 20060401 SCOTTSDALE 360 404,800.00 20060401 HOUSTON 360 52,500.00 20060401 ELMHURST 360 592,400.00 20060401 WASHINGTON 360 438,750.00 20060401 CHICAGO 360 211,000.00 20060401 XXXXXXXX 360 119,200.00 20060401 Powder Springs 360 352,000.00 20060401 PHOENIX 360 192,000.00 20060401 GLENDALE 360 125,000.00 20060401 MODESTO 360 320,000.00 20060401 LAS VEGAS 360 104,000.00 20060401 WALDORF 360 510,000.00 20060401 LISLE 360 155,000.00 20060401 SALEM 360 115,500.00 20060401 SPARTANBURG 360 40,500.00 20060401 SPOKANE 360 60,800.00 20060401 RIDGE 360 331,660.00 20060401 PHOENIX 360 116,000.00 20060401 WAKE FOREST 360 106,800.00 20060401 KANSAS CITY 360 91,000.00 20060401 XXXXXXX 360 154,400.00 20060401 MINNEAPOLIS 360 160,000.00 20060401 SPRING CITY 360 238,500.00 20060401 PINE BLUFFS 360 64,000.00 20060401 WASHINGTON 360 446,250.00 20060401 MARICOPA 360 167,920.00 20060401 GIBSONTON 360 175,250.00 20060401 CHEYENNE 360 66,000.00 20060401 ANNAPOLIS 360 280,000.00 20060401 SEAFORD 360 520,000.00 20060401 ESSEX 360 274,500.00 20060401 DES MOINES 360 216,000.00 20060401 KANSAS CITY 360 79,100.00 20060401 Scottsdale 360 263,120.00 20060401 MARYSVILLE 360 158,620.00 20060401 XXXX XXXXXXXXXX 000 210,000.00 20060401 LIBERTY LAKE 360 139,000.00 20060401 Raleigh 360 171,950.00 20060401 SILVER SPRING 360 352,000.00 20060401 MIRA LOMA 360 235,000.00 20060401 KATONAH 360 650,000.00 20060401 Xxxx 360 333,600.00 20060401 XXXXXXX 360 196,000.00 20060401 PROVIDENCE 360 170,000.00 20060401 WOODBRIDGE 360 480,800.00 20060401 CAPE CORAL 360 241,500.00 20060401 Atlanta 360 107,300.00 20060401 RENO 360 307,000.00 20050901 RANDALLSTOWN 360 165,000.00 20050901 PERINTON 180 109,250.00 20030901 FRAMINGHAM 360 231,200.00 20030901 Vienna 360 460,000.00 20060101 Phippsburg 360 218,000.00 20060301 Detroit 360 68,000.00 20060401 Detroit 360 58,500.00 20060301 Washington 360 708,000.00 20060301 Xxxx Xxxxxxxxxx 000 483,920.00 20060401 Clermont 360 296,000.00 20060401 Manassas 360 336,000.00 20060401 Xxxx Xxxxxxxxxx 000 264,000.00 20060301 Sterling 360 319,120.00 20060401 Washington 360 345,520.00 20060401 Suisun City 360 343,300.00 20060401 Manassas 360 393,200.00 20060401 Woodbridge 360 312,000.00 20060301 Centreville 360 290,400.00 20060401 Fairfax 360 460,000.00 20060301 Culpeper 360 318,400.00 20060301 Fredericksburg 360 160,000.00 20060401 Xxxxxxxx 360 600,000.00 20060301 Fredericksburg 360 208,000.00 20060301 Cooksville 360 768,000.00 20060401 Manassas 360 287,920.00 20060301 Manassas 360 300,000.00 20060401 Xxxxxxx Xxxxx 000 79,500.00 20060301 Xxxxxx Xxxxx 000 318,150.00 20060301 Germantown 360 158,000.00 20060301 Manassas 360 297,600.00 20060401 Richmond 360 132,000.00 20060301 Alexandria 360 212,400.00 20060301 Clinton 360 467,712.00 20060401 Upper Marlboro 360 551,014.00 20060301 Gaithersburg 360 167,050.00 20060401 Arlington 360 420,000.00 20060301 Beltsville 360 152,800.00 20060301 Manassas 360 245,200.00 20060301 Woodbridge 360 263,200.00 20060301 Capitol Heights 360 143,000.00 20051001 Culpeper 360 138,400.00 20060301 Alexandria 360 200,000.00 20060301 Woodbridge 360 316,000.00 20060301 Manassas 360 350,400.00 20060301 Takoma Park 360 393,600.00 20060401 Woodbridge 360 510,400.00 20060401 Leesburg 360 287,548.00 20060301 Aldie 360 438,384.00 20060301 TAMARAC 360 193,600.00 20060301 Reston 360 240,000.00 20060301 Manassas 360 241,200.00 20060401 Woodbridge 360 235,200.00 20060101 Falls Church 360 440,000.00 20060301 Baltimore 360 89,600.00 20060301 XXXX XXXXXXXX 000 456,000.00 20060301 STREAMWOOD 360 162,750.00 20060301 LOUISVILLE 360 120,000.00 20060301 BALTIMORE 480 58,100.00 20060401 Fargo 360 68,600.00 20060301 BEALETON 360 424,450.00 20060201 COLUMBIA 360 44,960.00 20060301 DOVER 360 276,000.00 20060301 BALTIMORE 360 86,800.00 20060401 CARENCRO 360 40,000.00 20060301 BALTIMORE 360 59,200.00 20060301 BALTIMORE 360 100,000.00 20060301 BALTIMORE 360 40,400.00 20060301 WALDORF 360 246,000.00 20060401 ARLINGTON 360 104,000.00 20060301 Pasadena 360 181,000.00 20060401 ARLINGTON 360 102,000.00 20060301 BALTIMORE 360 104,000.00 20060301 ARLINGTON 360 92,000.00 20060401 DAVIDSONVILLE 360 770,000.00 20060301 NEW CASTLE 360 41,600.00 20060301 YORK 360 64,000.00 20060401 VIRGINIA BEACH 360 189,600.00 20060201 RICHMOND 360 164,736.00 20060301 CUMBERLAND 360 72,800.00 20060401 POTTSTOWN 360 69,600.00 20060401 POTTSTOWN 360 99,900.00 20060401 BALTIMORE 360 106,800.00 20060301 Baltimore 360 111,750.00 20060301 SOUDERTON 360 280,000.00 20060401 Grant 180 89,000.00 20050701 MIAMI 360 456,950.00 20060401 XXXX 360 60,000.00 20060401 TAMPA 360 103,000.00 20060301 Romulus 360 59,500.00 20060401 Lakeland 360 144,000.00 20051001 West Palm Beach 360 230,000.00 20060101 UPPER MARLBORO 360 216,800.00 20051001 Albertson 360 538,000.00 20060401 Brooklyn 360 500,000.00 20060201 Wyandanch 360 158,550.00 20060301 ALTURA 360 104,200.00 20060401 Alexandria 360 824,000.00 20060401 APACHE JUNCTION 360 53,200.00 20060301 MOUNT LAUREL TOWNSHIP 360 206,200.00 20060301 XXXXXXXXX XXXXXXXX 000 255,500.00 20060301 NEW BRUNSWICK 360 269,750.00 20060401 PATERSON 360 312,000.00 20060401 BAYONNE 360 325,000.00 20060301 Trenton 360 94,500.00 20060301 WOODBRIDGE 360 300,000.00 20060201 MT OLIVE TOWNSHIP 360 140,000.00 20060301 TRENTON 360 105,000.00 20060301 JERSEY CITY 360 337,500.00 20060301 NORTH BERGEN TWP 360 360,500.00 20060301 PASSAIC 360 298,400.00 20060301 EAST ORANGE 360 238,800.00 20060401 EAST ORANGE 360 304,000.00 20060401 JERSEY CITY 360 680,000.00 20060301 MENDHAM TOWNSHIP 360 608,000.00 20060301 Miami 360 440,000.00 20060401 Hialeah 360 242,392.00 20060301 Hillsborough 360 276,000.00 20051201 Xxxxxxx River Township 360 85,000.00 20060101 Xxxxxxxxx 360 417,000.00 20060301 Newark 360 212,000.00 20060401 Fitchburg 360 232,000.00 20060301 Xxxxxxxx 360 279,920.00 20060201 Orange 360 272,000.00 20060301 Newark 360 364,000.00 20060301 Jersey City 360 292,000.00 20060301 Xxxx 360 311,920.00 20060301 Antioch 360 174,200.00 20050901 New Port Xxxxxx 360 228,000.00 00000000 Mobile 360 50,250.00 20060301 Nashville 360 553,600.00 20060301 Dunedin 360 235,920.00 20060301 Seminole 360 812,000.00 20060301 Largo 360 257,250.00 20060301 Mandeville 360 463,800.00 20060301 Dunedin 360 64,000.00 20060301 Clearwater 360 193,600.00 20060201 Ocala 360 160,000.00 20060301 Clearwater 360 208,000.00 20060301 Chattanooga 360 55,350.00 20060301 Hendersonville 360 680,000.00 20060401 Iuka 360 49,440.00 20060401 Auburn 180 156,000.00 20051001 Cape Coral 180 140,000.00 20051001 Xxxxxxx 360 126,400.00 20060301 Celebration 360 585,000.00 20060301 Orlando 360 172,000.00 20060301 Gulf Breeze 360 536,000.00 20060201 Nashville 360 63,200.00 20060301 Birmingham 360 263,920.00 20051201 JONESBORO 360 82,000.00 20060401 LITHONIA 360 86,250.00 20060301 Cincinnati 360 84,000.00 20060301 XXXX XXXXXX 360 128,000.00 20060401 MIAMI 360 220,000.00 20060401 Cincinnati 360 192,000.00 20060301 MARIETTA 360 86,480.00 20060301 Kennesaw 360 118,400.00 20060401 BLUE RIDGE 360 148,500.00 20060401 XXXX XXXXX 000 43,200.00 20060401 ATLANTA 360 254,400.00 20060401 Cincinnati 360 39,600.00 20060201 Port Xxxxxxx 360 406,250.00 20060301 Bayside 360 393,000.00 20060301 Fresh Xxxxxxx 360 481,000.00 20060401 Philadelphia 360 41,400.00 20060401 Westampton 360 177,320.00 20060401 Philadelphia 360 200,000.00 20060301 Northfield 360 585,600.00 20060301 Woodbury 360 230,963.40 20060301 Ocean City 360 925,000.00 20060401 BROOKLYN 360 161,613.00 20060401 Brooklyn 360 400,000.00 20060301 College Point 360 488,000.00 20060201 Laurel 360 585,000.00 20060201 Chicago 360 185,000.00 20060301 JERSEY CITY 360 910,000.00 20060301 NOGALES 360 75,000.00 20060301 PLACENTIA 360 416,000.00 20060401 SURPRISE 360 109,200.00 20060401 UPLAND 360 414,700.00 20060401 CHINO 360 273,000.00 20060401 PLACENTIA 360 520,000.00 20060401 EL CENTRO 360 187,000.00 20060301 YUMA 360 94,900.00 20060301 Laredo 180 62,800.00 20051101 GREELEY 360 100,000.00 20060401 GREELEY 360 136,000.00 20060401 GREELEY 360 188,000.00 20060401 PALM SPRINGS 360 408,000.00 20060401 Rio Rico 360 138,348.00 20060401 Xxxxxxxxxx 360 139,200.00 20060401 Chicago 360 234,000.00 20060301 Minneapolis 360 100,000.00 20060301 Chicago 360 188,500.00 20060301 Little Rock 360 116,000.00 20060101 Xxxxxx 360 128,000.00 20060301 Brighton 360 161,376.00 20060201 KINGSVILLE 360 240,000.00 20060301 Chicago 360 217,000.00 20060301 Florissant 360 93,750.00 20060301 Atlanta 360 108,000.00 20060201 Orlando 360 177,750.00 20060301 Orlando 360 220,000.00 20060301 Ellijay 360 144,000.00 20060401 Tampa 360 193,600.00 20060401 New River 360 180,000.00 20060101 Millington 360 84,000.00 20060201 Savannah 360 127,200.00 20060201 Arvada 360 212,000.00 20060401 Davie Beach 360 252,000.00 20060301 York 360 105,000.00 20060401 Granbury 360 120,240.00 20060301 Chicago 360 185,000.00 20060301 WASHINGTON 360 244,800.00 20060301 ELLICOTT CITY 360 508,000.00 20060301 FORKED RIVER 360 232,000.00 20060301 EASTON 360 308,000.00 20060401 LAREDO 360 143,000.00 20060201 MESA 360 216,450.00 20060401 XXXXXX 360 296,000.00 20060301 MISSION 360 100,000.00 20060401 PHOENIX 180 122,000.00 20060301 BELLEVUE 360 312,000.00 20060401 ORANGE 360 368,000.00 20060301 MCALLEN 360 116,400.00 20060401 XXXXXX 360 304,000.00 20060401 SEVERNA PARK 360 302,370.00 20060401 SUN CITY WEST 360 140,000.00 20060401 WESLACO 180 205,000.00 20060401 CEDAR PARK 360 154,472.00 20060301 DECATUR 360 213,000.00 20060401 XXXX XXXXX 000 52,500.00 20060301 LEESBURG 360 356,000.00 20060301 XXXXXXXXX 180 245,000.00 20060401 GREAT FALLS 360 845,000.00 20060401 SILVER SPRING 180 200,000.00 20060301 ATHENS 360 127,920.00 20060401 SILVER SPRING 360 312,000.00 20060301 MIDDLETOWN 360 188,000.00 20060401 CAPITOL HEIGHTS 360 193,600.00 20060401 MESA 360 216,450.00 20060401 ROUND ROCK 360 87,100.00 20060301 MCALLEN 360 105,000.00 20060201 CEDAR PARK 360 140,450.00 20060401 GILBERT 360 340,000.00 20060401 MESA 360 248,000.00 20060401 CLAREMONT 360 338,000.00 20060301 ORANGE 360 165,700.00 20060401 CHANDLER 360 258,300.00 20060201 SAN FRANCISCO 360 521,500.00 20060301 XXXXXX 360 223,750.00 20060401 MISSION 360 195,000.00 20060301 SANTA XXX 360 455,000.00 20060401 SAN ANTONIO 360 115,000.00 20060401 PHOENIX 360 109,200.00 20060401 GREAT FALLS 360 649,000.00 20060301 TOMS RIVER 360 288,000.00 20060401 SPRING LAKE 360 550,000.00 20060401 HOLLYWOOD 360 279,200.00 20060401 HILLSDALE 360 461,500.00 20060401 MINNEAPOLIS 360 292,000.00 20060401 BROWNSVILLE 360 106,750.00 20060301 MINNEAPOLIS 360 152,000.00 20060301 LAREDO 360 70,000.00 20060301 PHOENIX 360 139,600.00 20060401 BIG BEAR LAKE 360 675,000.00 20060301 YONKERS 360 400,000.00 20060301 WASHINGTON 360 424,000.00 20060301 TOTOWA 360 780,000.00 20060401 BELLINGHAM 360 224,000.00 20060401 RICHMOND 360 105,000.00 20060401 TAKOMA PARK 360 134,875.00 20060401 CORONA 360 375,000.00 20060401 WESLACO 360 94,250.00 20060201 MCALLEN 360 105,000.00 20060401 ARIZONA CITY 360 132,000.00 20060401 WASHINGTON 360 805,000.00 20060301 MESA 360 217,100.00 20060401 REMINGTON 360 346,400.00 20060301 PHOENIX 360 65,000.00 20060401 BALTIMORE 360 204,000.00 20060401 Encino 360 1,031,250.00 20060301 San Antonio 360 67,200.00 20060201 OAK POINT 360 102,040.00 20060401 Dallas 360 163,200.00 20060401 OAK POINT 360 94,468.00 20060401 Bethlehem 360 156,000.00 20060401 Stockbridge 360 121,360.00 20060401 Frisco 360 108,150.00 20060301 Xxxxx 360 176,800.00 20060301 Ellenwood 360 86,400.00 20060301 Loris 360 138,565.00 20051101 Round Rock 360 150,300.00 20060101 Plano 360 86,250.00 20060301 Stockbridge 360 226,400.00 20060401 Rockport 360 70,400.00 20060301 Hapeville 360 71,200.00 20060301 Dallas 360 62,000.00 20060401 San Diego 360 576,000.00 20060401 Dallas 360 64,900.00 20060301 Prescott 360 210,000.00 20060301 Lincoln 360 104,000.00 20060401 Pflugerville 360 140,151.00 20060401 FT WORTH 360 105,600.00 20060401 Dacula 360 110,320.00 20060401 Xxxxxx 360 112,177.00 20060301 San Diego 360 390,000.00 20060401 Xxxxxxxx 360 50,100.00 20060401 Mesquite 360 90,400.00 20060101 Midway City 360 520,000.00 20060401 Xxxxxxxxx 360 116,800.00 20060301 Los Angeles 360 417,000.00 20060401 San Diego 360 333,000.00 20060301 Grand Prairie 360 36,900.00 20060301 Houston 360 120,000.00 20060301 Dallas 360 103,687.00 20060101 Vista 360 461,000.00 20060401 Marietta 360 130,900.00 20060401 FATE 360 90,742.00 20051001 Lewisville 360 54,075.00 20060301 Abingdon 360 181,800.00 20060401 Valdosta 360 129,600.00 20060401 Mcallen 360 93,500.00 20051201 Albuquerque 360 129,600.00 20060301 Riverdale 360 71,200.00 20060401 San Antonio 360 56,850.00 20060401 Douglasville 360 208,120.00 20060401 Deer Park 360 68,000.00 20060401 Myrtle Beach 360 150,000.00 20060201 Valdosta 360 69,628.00 20060301 Spring 360 55,500.00 20060301 Forney 360 64,000.00 20060301 Forney 360 239,168.00 20060301 XXXXXX 360 106,718.00 20060401 Mesquite 360 76,720.00 20060301 Irving 360 75,200.00 20060101 Eden Prairie 360 130,400.00 20060301 Houston 360 138,673.00 20060401 Stockbridge 360 125,520.00 20060301 OAK POINT 360 97,200.00 20060201 Dallas 360 251,370.00 20060301 Jefferson 360 173,000.00 20060301 Arlington 360 129,578.00 20060401 Houston 360 152,000.00 20060201 OAK POINT 360 93,079.00 20060301 Farmers Branch 360 64,000.00 20060201 Albuquerque 360 190,500.00 20060401 Oklahoma City 360 104,000.00 20060401 Honolulu 360 1,200,000.00 20060301 Las Vegas 360 596,000.00 20060301 Pasadena 360 480,000.00 20060401 ANTIOCH 360 498,000.00 20060401 SAN MARCOS 360 519,000.00 20060401 COEUR D ALENE 360 960,000.00 20060301 XXXXXX 360 548,000.00 20060401 SPOKANE 360 275,000.00 20060401 XXXXXX XXXXXX 000 610,000.00 20060301 Xxxxxxx 360 65,000.00 20060301 Carrollton 360 80,000.00 20060401 ALPINE FOREST 360 199,000.00 20060401 CERES 360 292,000.00 20060301 Indianapolis 360 86,100.00 20060401 HOPKINSVILLE 360 68,000.00 20060301 XXXXXXXX 360 71,200.00 20060401 INDIANAPOLIS 360 67,500.00 20060401 COSHOCTON 360 40,300.00 20060301 HOPKINSVILLE 360 94,400.00 20060301 INDIANAPOLIS 360 64,000.00 20060401 LOUISVILLE 360 150,000.00 20060501 HOPKINSVILLE 360 51,200.00 20060301 HOPKINSVILLE 360 72,000.00 20060301 HOPKINSVILLE 360 69,600.00 20060301 HOPKINSVILLE 360 57,600.00 20060301 Aurora 360 153,600.00 20060301 Milwaukee 360 125,600.00 20060301 Cape Coral 360 224,000.00 20060101 Keystone 360 153,600.00 20060301 Kenosha 360 87,200.00 20060301 Milwaukee 360 108,000.00 20060301 Xxxxxxx 360 125,600.00 20060401 Coral Gables 360 455,900.00 20060401 Ashburn 360 116,864.00 20060201 Shelter Island 360 500,000.00 20060201 Alexandria 360 460,000.00 20060301 Manassas 360 519,935.00 20060201 Silver Spring 360 636,650.00 20060201 Alexandria 360 445,000.00 20060301 Alexandria 360 448,875.00 20060301 Falls Church 360 192,000.00 20060301 Cape Coral 360 837,500.00 20060301 Washington 360 1,000,000.00 20060201 Manassas 360 494,000.00 20060301 CLEVELAND 360 54,400.00 20060301 KAILUA 360 1,125,000.00 20060401 PINEVILLE 360 78,750.00 20060301 Honolulu 478 692,000.00 20060301 PLEASANT HILL 360 146,400.00 20060401 XXXXXXXXX 360 458,400.00 20060301 Xxxxxx 360 87,920.00 20060401 Elberton 360 145,600.00 20060401 Ventura 180 150,000.00 20050901 Gilbert 360 164,000.00 20060301 Mesa 360 87,200.00 20060401 Tucson 360 67,200.00 20060401 Sun City 360 132,000.00 20051101 Myrtle 360 47,500.00 20060301 Scottsdale 360 917,000.00 20060301 Tempe 360 136,000.00 20060301 Olathe 360 148,000.00 20060301 Phoenix 360 121,100.00 20060201 Phoenix 360 180,000.00 20060401 Tucson 360 168,400.00 20060201 Paradise Valley 360 1,500,000.00 20060301 Cottonwood 360 246,500.00 20060401 Kansas City 360 77,200.00 20060201 Phoenix 360 433,000.00 20060101 Kansas City 360 67,200.00 20060201 Phoenix 360 225,000.00 20060301 Apache Junction 360 108,000.00 20060301 Yuma 360 220,000.00 20060401 Phoenix 180 247,000.00 20060101 Phoenix 360 146,320.00 20060201 WEST FARGO 360 119,900.00 20060401 SPRING 360 88,000.00 20060101 HOUSTON 360 68,720.00 20060401 SPRING 360 88,000.00 20060101 SAN ANTONIO 360 93,200.00 20060401 HOUSTON 360 86,796.00 20060101 GROSSE POINTE FARMS 360 284,000.00 20060301 SPRING 360 88,000.00 20060101 Palm Bay 360 120,700.00 20060401 Titusville 360 233,840.00 20060301 palmbay 360 144,700.00 20060301 San Diego 360 300,000.00 20060301 San Diego 360 383,500.00 20060301 Xxxxx 360 60,900.00 20060401 Cincinnati 360 72,800.00 20060401 West Springfield 360 175,000.00 20060301 Columbus 360 119,200.00 20060301 Xxxxxx 360 92,000.00 20060301 Newark 360 134,800.00 20060401 Fredericktown 360 84,800.00 20060401 Pittsburgh 360 51,200.00 20060401 Columbus 360 68,400.00 20060401 Pennsburg 360 209,000.00 20060401 Fredericktown 360 114,400.00 20060401 Harrisburg 360 105,200.00 20060401 Union 360 131,920.00 20060401 BETHEL 360 314,400.00 20060301 Westbury 360 356,000.00 20060401 Bay Shore 360 280,000.00 20060401 WATERTOWN 360 562,500.00 20060301 Freeport 240 258,500.00 20060401 Elmont 360 368,000.00 20060301 Xxxx Xxxxx 000 115,360.00 20060401 Xxxxxx 360 144,000.00 20060401 Kellyville 360 68,000.00 20060401 Lithia 360 266,400.00 20060401 XXXXXXX 360 145,500.00 20060401 BETHESDA 360 993,750.00 20060401 Xxxxxx 360 240,000.00 20060401 SILVER SPRING 360 458,000.00 20060301 Xxxxxxx 360 118,400.00 20060201 LAUREL 360 96,000.00 20060301 Leesburg 360 490,750.00 20060201 GERMANTOWN 360 280,000.00 20060401 Xxxxxxx 360 178,200.00 20060301 Lewiston 360 180,000.00 20060301 Portland 360 90,400.00 20060301 Xxxxxxxx Township 360 80,000.00 20060401 Chicopee 360 160,000.00 20060401 Highland 360 180,000.00 20060401 Converse 360 68,000.00 20060301 Xxxxxxx Xxxx 000 1,250,000.00 20060301 Xxxxxxx 360 119,600.00 20060301 Saint Petersburg 360 123,500.00 20060301 Derby 360 70,400.00 20060401 Washington 360 100,000.00 20060301 PERRYVILLE 360 106,000.00 20060401 Waukegan 360 166,400.00 20060401 Wilmington 479 348,000.00 20060401 Charlotte 360 101,000.00 20060301 Lebanon 360 180,000.00 20060201 Denver 360 158,400.00 20060301 Raynham 480 170,000.00 20060401 San Antonio 360 94,400.00 20060201 Freedom 360 124,800.00 20060301 San Antonio 360 68,400.00 20060401 Chicopee 360 174,400.00 20060401 Pleasant View 360 255,920.00 20060301 XXXXXXXX 360 164,000.00 20060301 Weymouth 360 168,000.00 20060401 Charlotte 360 144,000.00 20060301 Dorchester 360 257,000.00 20060401 Xxxxxxxx 360 224,000.00 20060301 Elkton 360 208,000.00 20060301 SAN ANTONIO 360 48,940.00 20060301 Assonet 360 187,500.00 20060301 Xxxxxx 360 63,000.00 20060401 Mashpee 360 204,400.00 20060301 GOSHEN 360 80,000.00 20060401 TULARE 360 60,000.00 20060401 VISALIA 360 101,600.00 20060301 FRESNO 360 161,600.00 20060301 Las Vegas 360 98,250.00 20060401 Las Vegas 360 87,500.00 20060301 MURRIETA 360 280,000.00 20060301 Maineville 360 176,650.00 20060401 HAGERSTOWN 360 250,400.00 20060301 CHARLOTTESVILLE 360 78,400.00 20060301 LAUREL 360 240,000.00 20060401 CHARLOTTESVILLE 360 72,000.00 20060301 CHARLOTTESVILLE 360 100,800.00 20060301 CHARLOTTESVILLE 360 70,000.00 20060301 CHARLOTTESVILLE 360 145,200.00 20060401 WICHITA 360 96,400.00 20060301 CHARLOTTESVILLE 360 117,200.00 20060401 Charlottesville 360 193,600.00 20060301 Washington 360 292,000.00 20060301 CHARLOTTESVILLE 360 67,200.00 20060401 MIAMI 360 262,500.00 20060401 WICHITA 360 96,400.00 20060301 VIENNA 360 464,000.00 20060401 Temple 360 50,250.00 20060201 Myrtle Beach 360 118,100.00 20060301 Macon 360 40,500.00 20060101 Jacksonville 360 200,000.00 20060201 San Bernardino 360 392,000.00 20051201 Grand Rapids 360 63,000.00 20060101 Xxxxxxxxxxx 360 114,000.00 20051201 Grand Rapids 360 63,750.00 20060101 Myrtle Beach 360 112,000.00 20060101 Elkmont 360 175,200.00 20050901 Kansas City 360 50,400.00 20060201 Miami 360 170,000.00 20050901 Macon 360 49,500.00 20051201 Rochester 360 124,400.00 20060201 Saint Augustine 360 1,500,000.00 20060301 Xxxxxxxxx Xxxx 000 296,000.00 20051201 SOUTH LAKE TAHOE 360 285,000.00 20060401 XXXX 360 600,000.00 20060401 PICO XXXXXX 360 429,000.00 20060301 KOLOA 360 301,000.00 20060301 CASA GRANDE 360 120,000.00 20060301 SHOREVIEW 360 88,000.00 20060301 POMONA 360 308,000.00 20060301 SANTA XXX 360 450,000.00 20060301 N LAS VEGAS 360 208,000.00 20060401 XXXXXXXXX 360 640,000.00 20060401 MIDWAY CITY 360 480,000.00 20060301 REDLANDS 360 224,000.00 20060301 Bay Shore 360 226,600.00 20060301 Xxxxxxx 360 308,000.00 20060201 East Elmhurst 360 556,000.00 20060401 North Bergen 360 243,750.00 20060401 West Orange 360 230,000.00 20060301 Jamaica 360 540,000.00 20060301 Passaic 360 280,000.00 20060301 Far Rockaway 360 368,000.00 20060301 Hyattsville 360 256,000.00 20060401 Hyattsville 360 160,000.00 20060401 Hyattsville 360 275,500.00 20060401 Hahira 360 81,537.00 20060301 Coral Springs 360 199,920.00 20051201 Beulaville 360 71,200.00 20060401 Columbus 360 64,000.00 20060201 Lake Oswego 360 626,000.00 20060201 WILLINGBORO 360 220,000.00 20051001 Minneapolis 360 200,000.00 20060201 DOVE CANYON 360 824,000.00 20060401 VISALIA 360 220,000.00 20060401 SAN FRANCISCO 360 585,000.00 20060401 Concord 360 70,950.00 20060301 West New York 360 780,000.00 20060401 LAS VEGAS 360 304,000.00 20060401 Miami 360 760,000.00 20051201 Hialeah 360 148,000.00 20060401 Tampa 360 162,300.00 20060401 Melbourne 360 152,000.00 20060401 Miami Beach 360 480,000.00 20060301 MIAMI 360 350,400.00 20060401 LOS ANGELES 360 413,400.00 20060401 MILPITAS 360 414,000.00 20060301 GREENFIELD 360 210,000.00 20060301 SANTA XXX 360 272,000.00 20060301 SAN XXXX 360 543,960.00 20060301 ORANGE PARK 360 304,000.00 20060401 Columbia 360 47,920.00 20060401 Savannah 360 55,200.00 20060301 Jacksonville 360 70,400.00 20060301 Jacksonville 360 58,800.00 20060401 Jacksonville 360 318,272.00 20060401 Baltimore 360 81,000.00 20060301 Xxxxxx 360 123,750.00 20060401 Xxxxx Xxxxxxxx 000 880,720.00 20060301 XXXXXXX 360 610,450.00 20060401 CULPEPER 360 383,192.00 20060201 QUEEN CREEK 360 217,600.00 20060201 UPPER MARLBORO 360 503,375.00 20060301 LAVEEN 360 239,350.00 20060301 LANCASTER 360 319,434.00 20060301 SURPRISE 360 249,713.00 20060401 TEMECULA 360 447,416.00 20060401 FAIRFIELD 360 663,992.00 20060201 Ponte Vedra Beach 360 720,000.00 20060301 Davie 360 151,650.00 20060401 Kennesaw 360 122,500.00 20060401 Xxxxxxx 360 72,000.00 20060401 Orlando 360 993,750.00 20060301 Xxxxxxxxx 360 195,900.00 20060401 Davie 360 188,000.00 20051001 Xxxxxx 360 91,600.00 20060401 Athens 360 142,900.00 20051001 Hoschton 360 497,950.00 20060401 Peachtree City 360 440,000.00 20060301 Pompano Beach 360 240,000.00 20060301 Pompano Beach 360 232,000.00 20060301 Atlanta 360 461,600.00 20060301 Lawrenceville 360 127,200.00 20060301 Xxxxx 360 125,900.00 20060401 Monroe 360 99,900.00 20060301 Stockbridge 360 94,400.00 20060301 Maitland 360 164,000.00 20060401 Lake Xxxxx 360 680,000.00 20060301 Alpharetta 360 785,100.00 20060401 Monroe 360 118,000.00 20051201 Orlando 360 173,800.00 20060301 Jacksonville 360 131,000.00 20060301 Bradenton 360 367,100.00 20060401 Xxxxxxx 360 103,500.00 20050801 Dunedin 360 125,600.00 20051101 Tampa 360 500,000.00 20060301 Marietta 360 173,800.00 20060301 Woodstock 360 309,600.00 20060401 Xxxxxx 360 172,000.00 20060401 Stockbridge 360 80,000.00 20060301 Virginia Beach 360 156,375.00 20060301 Cicero 360 112,000.00 20060301 PALM BEACH GARDENS 360 325,600.00 20060401 ALEXANDRIA 360 260,950.00 20060401 Roanoke 360 124,000.00 20060401 Reisterstown 360 364,000.00 20060301 MELBOURNE 360 192,500.00 20060301 SHERWOOD 360 262,500.00 20060501 BEDFORD 360 498,000.00 20060401 Arlington 360 472,500.00 20060401 Xxxxx Xxxx 360 304,000.00 20060401 PALM BAY 360 168,000.00 20060301 SAINT AUGUSTINE 360 135,000.00 20060401 Lauderhill 360 272,000.00 20060301 BRENTWOOD 360 210,000.00 20060401 Benicia 360 470,000.00 20060401 ORLANDO 360 490,000.00 20060401 WEST BABYLON 360 312,000.00 20060501 XXXXXXXXX 360 194,000.00 20060401 Oxnard 360 435,000.00 20060301 SAN BERNARDINO 360 215,000.00 20060301 APPLE VALLEY 360 318,500.00 20060201 Gahanna 360 135,600.00 20051101 COLUMBUS 360 162,500.00 20050901 COLUMBUS 360 172,250.00 20050901 Westerville 360 109,200.00 20060101 Westerville 360 109,550.00 20051201 COLUMBUS 360 185,250.00 20051001 Xxxx Xxxx Xxxx 000 00,000.00 00000000 Xxxx Xxxx 360 279,500.00 20060401 MIDWAY 360 400,000.00 20060101 Park City 360 351,200.00 20060501 Oradell 360 1,000,000.00 20060301 KALAMAZOO 360 169,000.00 20051101 Union 360 235,000.00 20060301 Zellwood 360 122,250.00 20060301 Delray Beach 360 106,400.00 20051201 Gainesville 360 116,000.00 20060401 Ocoee 360 215,000.00 20060401 Ocoee 360 108,000.00 20060301 Xxxxxx Xxxxx 000 104,000.00 20060401 Glenwood 360 927,500.00 20060401 Bowie 360 577,000.00 20060301 Villa Rica 360 83,300.00 20060401 Deland 360 464,000.00 20060301 Xxxxxx Chapel 360 196,000.00 20060201 Newport News 360 52,000.00 20060401 Baltimore 360 136,000.00 20060301 Washington 360 255,000.00 20060301 Maitland 360 188,500.00 20060301 Rosemount 360 679,900.00 20060301 Minneapolis 360 77,000.00 20060301 XXXXXX 360 128,000.00 20060401 Houston 360 116,800.00 20060401 HILO 360 160,000.00 20060401 SANTA XXXX 360 112,000.00 20060301 LEWISVILLE 360 74,000.00 20060401 Harahan 360 160,000.00 20051001 LUBBOCK 360 46,800.00 20060301 THE WOODLANDS 360 101,140.00 20060401 DESOTO 360 85,520.00 20060301 BATON ROUGE 360 104,000.00 20060301 GREEN BAY 360 116,000.00 20060401 LEWISVILLE 360 74,000.00 20060401 XXXXXX 360 89,600.00 20060401 RACINE 360 52,000.00 20060301 Houston 360 110,000.00 20060301 LEWISVILLE 360 74,000.00 20060401 The Woodlands 360 96,719.00 20060401 LEAGUE CITY 360 126,000.00 20060301 DURHAM 360 85,000.00 20060401 PEARLAND 360 115,200.00 20060401 OCEAN SPRINGS 360 96,880.00 20050801 Spring 360 192,000.00 20060301 JONESBOROUGH 360 104,648.00 20050501 Fountain Valley 360 559,000.00 20060301 San Xxxxxxx 360 494,000.00 20060401 MESA 360 65,000.00 20051101 Phoenix 360 240,000.00 20060301 Peoria 360 624,000.00 20060401 SUMMIT 360 228,000.00 20060401 Bourbonnais 360 273,600.00 20060301 Northbrook 360 328,000.00 20060301 Franklin 360 132,600.00 20051201 Osakis 360 248,000.00 20060301 Xxxx Rapids 360 177,600.00 20060401 ST LOUIS 360 113,400.00 20060401 XXXXXX 360 43,200.00 20060401 LONGVIEW 360 67,200.00 20060401 DALLAS 360 40,000.00 20060301 JACKSONVILLE 360 68,900.00 20060401 LONGVIEW 360 63,200.00 20060401 LONGVIEW 360 67,200.00 20060401 DALLAS 360 66,000.00 20060301 TYLER 360 111,600.00 20060201 AZLE 360 300,000.00 20060301 JACKSONVILLE 360 68,900.00 20060301 JACKSONVILLE 360 68,900.00 20060401 HOUSTON 360 112,500.00 20060401 Bloomington 360 242,400.00 20060401 Silverthorne 360 147,200.00 20060401 Boulder 360 215,000.00 20060301 Haiku 360 424,000.00 20060301 Xxxxxx 477 470,203.00 20060201 Philadelphia 360 1,040,000.00 20060301 Long Beach 360 280,000.00 20060201 Los Angeles 360 205,000.00 20060301 Los Angeles 360 498,500.00 20060201 New Preston Marble Xxxx 360 483,400.00 20060201 Riverside 360 450,000.00 20060101 Santa Xxxxxxx 360 460,000.00 20060101 Tarzana 360 1,330,000.00 20060301 Arlington 360 100,000.00 20060101 Los Angeles 360 519,350.00 20060301 Pebble Beach 360 1,782,450.00 20060301 Merrimac 360 95,500.00 20060301 Kansas City 360 468,750.00 20060201 Staten Island 360 321,600.00 20060301 Venice 360 585,000.00 20060301 Stockton 360 316,000.00 20060301 San Diego 360 454,392.00 20060301 Orlando 360 128,000.00 20060201 Ocean Springs 360 66,400.00 20060301 Ventura 360 570,000.00 20060301 Albuquerque 360 112,000.00 20060301 Phoenix 360 132,000.00 20060201 La Quinta 360 465,000.00 20060401 Stevensville 360 88,000.00 20060301 San Diego 360 617,500.00 20060301 Palos Verdes Peninsula 360 800,000.00 20060201 Delray Beach 360 822,200.00 20060301 Indian Orchard 360 160,000.00 20060401 Cashiers Townshi[p 360 65,280.00 20060401 Las Vegas 360 134,000.00 20060301 Niles 360 55,600.00 20060301 Glendale 360 152,000.00 20051201 Palmdale 360 528,000.00 20060301 Anaheim 360 676,000.00 20060301 Xxxxxx 360 305,898.00 20060401 Pearl City 360 220,000.00 20051201 Long Beach 360 832,500.00 20060301 Brockton 360 244,800.00 20060301 Dallas 360 57,200.00 20060301 Rockville 360 513,750.00 20060301 Ocala 360 72,000.00 20060301 Chesterfield 360 137,150.00 20060301 Cypress 360 226,000.00 20060301 Dallas 360 42,000.00 20060401 CAIRO 360 42,075.00 20060401 Laredo 360 183,200.00 20060401 Tallahassee 360 84,890.00 20060401 Houston 360 67,275.00 20060301 Saint Louis 360 188,400.00 20051201 KANKAKEE 360 48,000.00 20060401 Palm Bay 360 108,615.00 20060101 Katy 360 104,000.00 20060301 Xxxxx 360 56,907.00 20060301 DALLAS 360 52,500.00 20060401 Crystal City 360 48,000.00 20060401 Oklahoma City 360 58,873.00 20060201 RINGGOLD 360 106,000.00 20060401 Jacksonville 360 132,000.00 20060401 Summerville 360 124,000.00 20060301 Jacksonville 360 76,000.00 20060301 Nashville 360 42,000.00 20060301 Tulsa 360 60,000.00 20060401 Kennesaw 360 112,000.00 20060201 Kennesaw 360 124,000.00 20060201 Flagler Beach 360 235,000.00 20060301 Orlando 360 153,000.00 20060101 Ft Lauderdale 360 460,000.00 20060301 LONG BEACH TOWNSHIP 360 150,000.00 20060401 Ball Ground 360 299,600.00 20060201 LINCOLN 360 105,200.00 20051201 XXXXXXXX 360 34,000.00 20051201 MERIDIAN 360 165,320.00 20060101 CHICAGO 360 100,400.00 20060101 BALTIMORE 360 112,800.00 20051201 MADISON 360 124,500.00 20051101 GLENDALE 360 151,200.00 20051201 NORTH BERGEN 360 263,200.00 20051201 LAKEWOOD 360 136,000.00 20051201 BELLEVILLE 360 211,850.00 20051101 NEW CASTLE 360 130,350.00 20051201 Xxxxxxxx 360 111,100.00 20060301 Xxxxxxxx 360 136,500.00 20060301 Los Angeles 360 438,750.00 20060401 Lancaster 360 850,000.00 20060301 ESCONDIDO 360 160,000.00 20051001 Broken Arrow 360 93,750.00 20060401 Jacksonville 360 68,800.00 20060301 Xxxxxx 360 108,000.00 20060101 Broken Arrow 360 93,750.00 20060401 Broken Arrow 360 93,750.00 20060401 Philadelphia 480 112,000.00 20060401 Broken Arrow 360 93,750.00 20060401 Broken Arrow 360 93,750.00 20060401 Garden Grove 360 297,000.00 20060401 Sacramento 360 320,000.00 20060101 Bakersfield 360 73,000.00 20060101 Gulfport 360 155,000.00 20051201 xxxx 360 116,356.00 20060301 Shreveport 360 120,000.00 20060301 Lakewood 360 188,000.00 20060401 akron 360 60,000.00 20060401 portland 360 203,000.00 20060401 xxxxxx 360 78,800.00 20060301 santa fe 360 640,000.00 20060401 yers 360 159,900.00 20060401 Cleveland 360 77,700.00 20060401 houston 360 112,000.00 20060401 xxxxxxx 360 98,800.00 20060301 houston 360 68,800.00 20060301 post falls 360 138,400.00 20060301 houston 360 125,600.00 20060401 cleveland 360 77,700.00 20060401 independence 360 118,000.00 20060401 AKRON 360 60,000.00 20060401 richmond 360 155,395.00 20060301 akron 360 53,600.00 20060401 fort xxxxxx 360 74,500.00 20060401 Cleveland 360 77,700.00 20060401 cleveland 360 77,700.00 20060401 CHELSEA 360 137,520.00 20060401 SPRING 360 417,000.00 20060201 Fountain 360 108,000.00 20060401 Arvada 360 174,400.00 20051201 Denver 360 168,000.00 20060301 Hillsborough 360 1,673,000.00 20060401 BEALETON 360 421,400.00 20060401 WEST XXXXXXX 360 192,113.00 20060301 RISING SUN 360 287,092.00 20060401 LUMBERTON 360 216,850.00 20060201 PITTSTOWN 360 650,000.00 20060401 ELLICOTT CITY 360 636,200.00 20060301 Sacramento 360 252,400.00 20060301 Oakland 360 399,750.00 20060401 Tallahassee 360 76,310.00 20060401 Orlando 360 472,500.00 20060301 Tampa 360 207,200.00 20051201 Xxxxxxx 360 705,000.00 20060401 Surprise 360 215,900.00 20060201 Mesa 360 192,000.00 20060401 Pottstown 360 575,000.00 20060301 Collegeville 360 429,000.00 20060401 Hastings 360 1,592,500.00 20060301 Washington 360 288,000.00 20060301 XXXXXXXXX 360 108,000.00 20060301 LAKELAND 360 124,900.00 20060201 UNION CITY 360 114,080.00 20060201 Dallas 360 80,000.00 20060101 XXXXXXX 360 109,600.00 20060201 Suwanee 360 1,950,000.00 20060301 AUSTELL 360 138,300.00 20060201 Hampton 360 118,388.00 20060301 EUHARLEE 360 108,000.00 20060201 MARIETTA 360 448,000.00 20060301 DECATUR 360 77,520.00 20060301 UNION CITY 360 93,352.00 20060201 KENNESAW 180 91,150.00 20051201 VILLA RICA 360 140,250.00 20060201 TEMPLE 360 116,560.00 20060301 Dallas 360 148,000.00 20060201 MCDONOUGH 360 146,400.00 20060201 Riverdale 360 116,647.00 20060401 CANTON 360 125,000.00 20060201 NORCROSS 360 168,400.00 20060301 SNELLVILLE 360 157,410.00 20060301 SUGAR HILL 360 118,400.00 20060301 McDonough 360 209,255.00 20060101 JONESBORO 360 129,357.00 20060301 COLLEGE PARK 360 77,630.00 20060201 JONESBORO 360 87,500.00 20060301 XXXXX 360 200,880.00 20060301 HAMPTON 360 111,680.00 20060201 NORCROSS 360 168,000.00 20060301 FAIRBURN 360 178,912.00 20060301 DACULA 360 142,256.00 20060301 Hartwell 360 450,000.00 20060201 Lithia Springs 360 63,320.00 20060201 Powder Springs 360 185,865.00 20060201 RIVERDALE 360 111,192.00 20060201 ACWORTH 360 152,000.00 20050901 CANTON 360 138,400.00 20060301 CARTERSVILLE 360 120,320.00 20060301 KINGSTON 360 287,360.00 20060301 MANHATTAN BEACH 360 312,500.00 20060101 GARDEN GROVE 360 464,000.00 20060401 WASHINGTON 180 200,000.00 20060101 SAN XXXXX 360 455,000.00 20060101 LAS VEGAS 360 119,600.00 20060301 XXX XXXX 000 000,000.00 00000000 XXXXX XXXXXX XXXXXXX 360 451,750.00 20060401 INGLEWOOD 360 165,000.00 20060101 PINEHURST 360 434,000.00 20060301 GARDEN GROVE 360 265,800.00 20060301 NORWALK 360 240,000.00 20060101 Las Vegas 360 196,000.00 20060301 CRANBERRY TWP 360 224,000.00 20060401 RIVERSIDE 360 292,000.00 20060401 Rialto 360 225,000.00 20060101 CORAL GABLES 360 93,000.00 20060301 PHILADELPHIA 360 85,500.00 20060201 YUCAIPA 360 271,600.00 20060101 REDONDO BEACH 360 500,000.00 20060101 MIAMI 360 228,000.00 20060301 RED BLUFF 360 325,000.00 20060401 REDONDO BEACH 360 465,000.00 20060401 Los Angeles 180 715,000.00 20060101 XXXXXX 360 59,750.00 20060401 ETIWANDA 360 880,000.00 20060401 Hilaleah 360 150,000.00 20060401 LAS VEGAS 360 214,160.00 20060401 LOS ANGELES 360 706,500.00 20060401 FOUNTAIN VALLEY 360 445,250.00 20060101 GALENA 360 121,000.00 20060401 XXXXXX 360 211,250.00 20060401 ONTARIO 360 120,000.00 20051201 CHICAGO 360 116,000.00 20060301 Rolling Xxxxxxx 360 245,900.00 20060201 Head Of The Harbor 360 1,125,000.00 20060401 SAINT LOUIS 360 115,360.00 20060401 Saint Louis 360 211,735.00 20060101 Dallas 360 86,923.00 20060101 LOUISVILLE 360 62,400.00 20060301 DALLAS 360 206,000.00 20060501 Houston 360 124,188.00 20060101 HOUSTON 360 111,647.00 20060201 Xxxx Xxxxx 000 131,976.00 20060301 Xxxxxx 360 80,000.00 20060201 Louisville 360 50,400.00 20060301 Xxxxxxxxxxx 360 126,400.00 20060101 HOUSTON 360 103,000.00 20060201 Xxxxxx 360 90,400.00 20051201 Louisville 360 54,000.00 20060301 HOUSTON 360 86,730.00 20060201 Louisville 360 51,300.00 20060301 Bowling Green 360 86,000.00 20060101 XXXXXX 360 159,200.00 20060401 Valrico 360 168,000.00 20060201 Gahanna 360 127,920.00 20060201 XXXXXXXXX 360 60,800.00 20060401 Xxxx 360 388,000.00 20060301 WARSAW 360 56,720.00 20060301 Sanger 360 98,312.00 20051101 Cahokia 360 32,400.00 20060301 Cahokia 360 32,400.00 20060301 Cahokia 360 32,400.00 20060301 Stephenville 360 675,000.00 20060301 Lewisville 360 84,800.00 20060101 Little Elm 360 153,862.00 20060201 Itasca 360 92,000.00 20060101 Xxxxxxxx 360 144,000.00 20060301 NORWALK 180 117,500.00 20060201 burlingame 360 1,820,000.00 20060301 Chattanooga 360 50,800.00 20060301 Cumming 360 135,416.00 20060301 Elberta 360 144,000.00 20060301 Mt Pleasant 360 513,000.00 20060401 Dallas 360 92,288.00 20060301 Yulee 360 185,100.00 20060401 Kennesaw 360 166,800.00 20060301 Chelsea 360 123,920.00 20060401 Atlanta 360 116,800.00 20060401 Gainesville 360 147,200.00 20060401 Gulf Shores 360 154,000.00 20060401 RANCHO CUCAMONGA 360 592,072.00 20060201 APPLE VALLEY 360 321,592.00 20060401 BAKERSFIELD 360 398,790.00 20060201 ROSEVILLE 360 573,416.00 20060301 LANCASTER 360 497,840.00 20060201 APPLE VALLEY 360 295,912.00 20060301 HOUSTON 360 91,865.00 20060301 XXXXXX 360 139,687.00 20060201 JACKSONVILLE 360 172,952.00 20060401 NORTH LAS VEGAS 360 375,817.00 20060401 LAS VEGAS 360 256,372.00 20060301 NAPLES 360 417,000.00 20060301 ORLANDO 360 244,440.00 20060301 NORTH LAS VEGAS 360 517,833.00 20060201 RIVERVIEW 360 185,185.00 20060301 JACKSONVILLE 360 177,400.00 20060401 LAS VEGAS 360 545,564.00 20060401 Xxxxxxxx 360 84,000.00 20060301 Muskogee 360 128,800.00 20060101 Xxxxxxxx 360 55,920.00 20060301 Colorado Springs 360 219,600.00 20060301 WEST JORDAN 360 129,600.00 20060401 COLORADO SPRINGS 360 122,400.00 20060401 WEST VALLEY CITY 360 80,000.00 20060401 SAINT XXXXXX 360 146,150.00 20060401 Xxxxxxxxx 000 270,000.00 20060301 Aurora 360 71,200.00 20060301 EAGLE MOUNTAIN 360 172,000.00 20060401 Norwich 360 148,500.00 20060301 Temecula 360 519,200.00 20060301 Murrieta 360 527,200.00 20060301 Murrieta 360 556,000.00 20060201 SPRINGFIELD 360 68,800.00 20060101 SOUTHBRIDGE 360 212,000.00 20060301 MANCHESTER 360 140,000.00 20060401 Lebanon 360 92,100.00 20060301 Roseville 360 68,000.00 20060301 Westminster 360 171,920.00 20060301 Norcross 360 152,000.00 20060201 Henryetta 360 58,000.00 20060401 Wichita 360 68,000.00 20060301 Humble 360 69,200.00 20060401 Detroit 360 81,600.00 20060301 Williamsburg 360 230,000.00 20060301 Columbia 360 60,000.00 20060301 Canton 360 92,400.00 20060301 Garland 360 88,420.00 20060301 Newark 360 342,400.00 20060301 Littleton 360 191,200.00 20060301 Santa Xxxxxx 360 1,050,000.00 20060301 SCOTTSDALE 360 536,250.00 20060401 COLUMBIA 360 111,920.00 20060301 THOUSAND OAKS 360 650,000.00 20060401 Chino 360 417,000.00 20060301 Apple Valley 360 215,000.00 20060301 TUSTIN 360 487,579.00 20060201 APPLE VALLEY 360 256,000.00 20060101 APPLE VALLEY 360 256,000.00 20060101 PLEASANT HILL 360 664,000.00 20060101 QUARTZ HILL ARE 360 340,000.00 20051201 LOS ANGELES 360 197,000.00 20060101 Williamsburg 360 311,000.00 20060401 Ft Washington 360 220,000.00 20060301 Lynchburg 360 121,600.00 20060301 College Park 360 102,750.00 20060201 College Park 360 208,371.00 20060301 Monroe 360 80,000.00 20060301 Marietta 360 58,100.00 20060201 Union City 360 83,433.00 20060201 Phoenix 360 240,000.00 20060401 El Mirage 360 157,500.00 20060401 Show Low 360 164,000.00 20060401 North Las Vegas 360 37,500.00 20060301 Colorado Springs 360 147,630.00 20060201 Shawnee 360 52,500.00 20060401 Shawnee 360 53,200.00 20060401 Long Beach 360 130,000.00 20060401 Xxxx Xxxxx 000 54,600.00 20060401 Federal Way 360 192,000.00 20060301 ALBUQUERQUE 360 158,200.00 20060301 PHOENIX 360 150,400.00 20060401 SCOTTSDALE 360 236,000.00 20060401 SAN XXXX 360 124,000.00 20060301 PHOENIX 360 263,600.00 20060401 Glendale 360 277,500.00 20060401 Phoenix 480 76,000.00 20060401 QUEEN CREEK 360 177,372.00 20060401 Albuquerque 360 162,470.00 20060301 ALBUQUERQUE 360 155,000.00 20060301 Salisbury 360 52,720.00 20060301 Xxxxxxx Xxxxx 000 44,800.00 20060201 Xxxxxxx Xxxxx 000 59,085.00 20060301 Xxxxxxx 360 148,080.00 20060301 Winston 360 89,499.00 20060401 Xxxxxxx Xxxxx 000 29,600.00 20060301 Hoschton 360 450,000.00 20060201 Xxxxxxxx 360 108,800.00 20060301 Xxxxx 360 249,600.00 20060301 Arlington 360 135,920.00 20060301 Xxxxxxxx 360 348,000.00 20060301 Lewisville 360 100,816.00 20060301 Xxxxxxxx 360 140,000.00 20060301 Kiawah Island 360 270,000.00 20060301 XXXXXXX 360 74,160.00 20060401 BRUNSWICK 360 350,000.00 20060201 COLUMBUS 360 59,500.00 20051001 KISSIMMEE 360 144,000.00 20051001 ORLANDO 360 140,000.00 20051001 CHARLOTTE 360 102,800.00 20050901 WAYCROSS 360 54,300.00 20050801 CHARLOTTE 360 63,375.00 20050801 PITTSBURGH 360 85,600.00 20050801 ORLANDO 360 67,500.00 20050801 JACKSONVILLE 360 240,000.00 20051001 GOOSE CREEK 360 91,000.00 20050801 SATELLITE BEACH 360 450,000.00 20051101 TAMPA 360 129,000.00 20050901 DUMFRIES 360 244,000.00 20051001 XXXXX 180 65,000.00 20050801 WEST PALM BEACH 360 189,900.00 20051001 XXXXX 360 46,050.00 20050801 FAIRFAX STATION 360 650,000.00 20051101 SAGINAW 360 140,000.00 20051001 PEORIA 360 176,000.00 20050901 KISSIMMEE 360 154,400.00 20051001 WAXHAW 360 153,000.00 20051101 SCOTTSDALE 360 406,000.00 20050901 NORTH PORT 360 230,000.00 20051001 JASPER 360 217,000.00 20050801 STATESBORO 360 175,000.00 20051101 TAMPA 360 126,000.00 20051101 BOULDER 360 270,000.00 20050901 ORLANDO 360 240,000.00 20051001 NAPLES 360 303,750.00 20050901 Dover 180 248,000.00 20050701 ORLANDO 360 217,000.00 20051001 Xxxxxxxxxx 180 66,500.00 20050701 ORLANDO 360 131,600.00 20051001 CHARLOTTE 360 220,000.00 20051001 PALM SPRINGS 180 132,000.00 20050801 SUGAR HILL 360 135,000.00 20050901 XXXXXXXX 360 96,000.00 20051101 ORLANDO 360 164,800.00 20051101 ALEXANDRIA 360 552,000.00 20051001 FREDRICKSBERG 360 395,000.00 20050801 CAMDEN WYOMING 360 190,000.00 20050701 LOS ANGELES 180 367,000.00 20050701 LAWRENCEVILLE 360 312,000.00 20050801 PITTSBURGH 360 128,000.00 20050801 IRMO 360 177,600.00 20050801 KISSIMMEE 360 148,800.00 20051001 NEWPORT NEWS 180 166,400.00 20050901 RALEIGH 180 182,500.00 20051001 KISSIMMEE 360 148,000.00 20050801 Miami 360 172,800.00 20060201 Xxxxxx 360 112,000.00 20060101 LANSING 360 126,400.00 20060301 Aldan 360 131,400.00 20060301 Phila 120 135,000.00 20060101 Doylestown 360 542,500.00 20060401 Lake Harmony 360 226,000.00 20051101 Philadelphia 360 156,688.00 20060301 Devon 360 620,750.00 20060301 Dover 360 153,600.00 20060301 Xxxxxxxxx 360 148,792.00 20060401 Bear 360 214,400.00 20060301 Pleasantville 360 208,000.00 20060301 Pleasantville 360 120,000.00 20060401 Marcus Hook 360 65,600.00 20060401 Pine Hill 360 107,600.00 20060401 Xxxx Xxxxxxxxxx 000 453,000.00 20060401 Wilmington 360 296,000.00 20060301 Philadelphia 360 380,000.00 20060301 Norristown 360 107,200.00 20060301 Wilmington 360 64,400.00 20060401 WOOLRICH 360 366,700.00 20060301 Wilmington 360 731,500.00 20060301 Philadelphia 360 475,000.00 20060401 MIRAMAR 360 329,000.00 20050901 SAN DIEGO 360 324,000.00 20060301 XXXX GARDENS 360 331,500.00 20060401 GRAND PRAIRIE 360 250,601.00 20060301 NORFOLK 360 63,200.00 20060301 VIRGINIA BCH 360 320,000.00 20060401 JACKSONVILLE 360 163,200.00 20060301 ST AUGUSTINE 360 168,800.00 20060401 Monticello 360 1,500,000.00 20060301 BALTIMORE 360 65,000.00 20060401 VIRGINIA BEACH 360 176,000.00 20060301 XXXXXXXXX 360 56,175.00 20060401 ATL 360 280,000.00 20060401 Des Moines 360 53,625.00 20060301 Xxxxxxxx 360 384,000.00 20060401 RICHMOND 360 96,000.00 20060401 DECATUR 360 116,000.00 20060401 Lenigh 360 155,700.00 20060301 CEDAR RAPIDS 360 72,500.00 20060301 HUXLEY 360 138,720.00 20060301 Middletown 360 624,000.00 20060401 MYRTLE BEACH 360 176,850.00 20051001 BAYVIEW 360 275,000.00 20060301 XXXXX XXXX 360 275,000.00 20051101 Chicago 360 356,000.00 20051201 Phoenix 360 142,400.00 20060301 PHOENIX 360 179,900.00 20060401 CHESAPEAKE 360 400,350.00 20060401 PETERSBURG 360 111,200.00 20060301 NEWPORT NEWS 360 136,000.00 20060301 Dallas 360 68,800.00 20051101 XXXX XXXXX 000 63,750.00 20060301 Plano 360 188,800.00 20060401 Plano 360 79,600.00 20060301 DALLAS 360 825,000.00 20060301 PLANO 360 184,904.00 20060301 Hilton Head 360 210,000.00 20060401 JERSEY CITY 360 112,000.00 20030101 LAKE WORTH 360 86,450.00 20020301 FRESNO 360 110,700.00 20021101 SAVANNAH 360 134,900.00 20021201 DURHAM 180 48,000.00 20060301 Spring 360 103,500.00 20050101 GREENSBORO 360 57,400.00 20060201 TIVERTON 360 122,500.00 20060201 CEDAR CITY 180 154,284.00 20060101 SAVANNAH 360 66,500.00 20060201 XXXXXX 360 62,200.00 20060101 XXXXXXXX 360 91,000.00 20060201 MIDWEST CITY 180 51,302.00 20060101 XXXX 360 159,500.00 20050901 CEDAR CITY 180 150,302.00 20060101 HAWAIIAN GARDENS 360 130,000.00 20060201 MIDWEST CITY 180 49,175.00 20060101 RICHMOND 360 51,750.00 20060201 XXXXXXXXX 360 207,200.00 20060101 CHARLOTTESVILLE 360 135,000.00 20060201 XXXX XXXXXXXXXX 000 228,750.00 20060201 TOLEDO 360 43,890.00 20060101 SAVANNAH 360 66,500.00 20060201 OKLAHOMA CITY 180 49,700.00 20060101 PALM HARBOR 360 50,000.00 20060201 DACULA 360 168,000.00 20060101 PALATINE 360 117,600.00 20060201 GLENDALE HEIGHTS 360 132,900.00 20060201 CATONSVILLE 360 188,800.00 20060201 KERNERSVILLE 360 72,484.00 20060201 CHARLOTTE 360 57,400.00 20060101 SAVANNAH 360 66,500.00 20060201 SAVANNAH 360 66,500.00 20060201 SAVANNAH 360 66,500.00 20060201 MANASSAS 360 234,000.00 20060101 XXXXXXX 180 107,000.00 20051201 SAVANNAH 360 53,900.00 20060201 LONG BEACH 180 175,000.00 20051101 XXXXXXX 180 106,000.00 20051201 DILLSBURG 180 50,500.00 20060201 DILLSBURG 180 50,001.00 20060201 FRANKLINTOWN 180 50,001.00 20060201 SAVANNAH 360 51,800.00 20060101 POMPANO BEACH 360 126,000.00 20060201 OKLAHOMA CITY 180 48,250.00 20060101 MIDWEST CITY 180 55,300.00 20060101 VISALIA 360 118,000.00 20051201 DOVER 180 50,001.00 20060201 CHICAGO 360 98,000.00 20060201 LAUDERHILL 360 282,000.00 20051101 SEATTLE 360 250,000.00 20050101 CABOT 360 54,000.00 20040801 KAILUA-KONA 360 271,000.00 20040801 XXXXXXX PARK 180 155,200.00 20051201 FRESNO 360 162,000.00 20041001 BELGRADE 360 144,550.00 20040701 LANSDOWNE 360 114,300.00 20060201 SAN ANTONIO 180 138,040.00 20060201 CHICAGO 360 76,500.00 20060101 CHINO HILLS 360 390,000.00 20051101 LINCOLN CITY 360 150,950.00 20060301 LEAGUE CITY 360 63,934.00 20060101 VANCOUVER 360 160,928.00 20050501 INDIANAPOLIS 360 101,230.00 20050501 BELTSVILLE 180 336,000.00 20050601 FT XXXXXX 180 136,000.00 20050601 NASHUA 360 201,600.00 20041001 ELFRIDA 360 90,900.00 20060101 HOUSTON 180 132,000.00 20050801 GLENDALE 360 194,800.00 20060201 APPLE VALLEY 360 156,000.00 20060101 SUN CITY 180 78,000.00 20050901 CONCORD 360 120,000.00 20021201 CITY1 PAYMENT CURRENT_ ORIGINAL_ BALANCE LTV -------------------------------------------------------------------------------------------------------------- HIALEAH 1,275.75 226,800.00 70.00 XXXXXXX 1,157.81 195,000.00 79.59 BETHESDA 2,348.96 410,000.00 60.29 Seymour 365.98 50,191.97 75.00 ARVADA 910.00 168,000.00 80.00 GARDEN CITY 682.50 104,000.00 80.00 CICERO 613.13 107,019.36 80.00 NORTH LAS VEGAS 1,100.00 192,000.00 71.11 XXXX XXXXX 910.00 168,000.00 70.00 HAMPTON 595.83 104,000.00 80.00 HICKORY CREEK 1,060.04 195,700.00 79.99 MIDDLEBURG 1,268.75 203,000.00 79.92 SACRAMENTO 787.50 157,500.00 70.00 ASHBURN 1,551.26 303,920.00 80.00 PORTLAND 379.96 77,609.60 56.52 SURPRISE 1,351.82 223,750.00 80.00 MIDLAND 473.23 82,600.00 70.00 PORTLAND 785.42 129,999.99 50.00 Xxxxx Springs 782.17 144,400.00 80.00 MONROE 336.27 37,877.49 58.46 Edison 1,875.42 216,277.39 30.24 XXXXX 1,125.71 132,941.29 70.00 PAINESVILLE 661.61 71,700.40 80.00 XXXXXXX 597.31 67,282.38 50.00 GOOSE CREEK 944.33 103,127.66 78.37 PLANTATION 619.44 69,774.31 19.44 RALEIGH 392.33 41,874.54 19.09 MARICOPA 935.69 109,249.63 42.73 MOUNTAIN TOP 278.10 29,909.40 54.55 BOISE 1,011.36 113,038.33 70.00 ALBANY 716.78 73,324.46 76.42 BIRMINGHAM 318.89 34,296.11 80.00 BROOKLYN 4,183.97 443,186.76 70.00 XXXXXX 539.21 55,839.96 80.00 Ridgeland 672.53 75,754.97 64.41 MONROE 338.90 37,878.81 60.32 AVONDALE 2,465.85 265,196.65 70.00 MONROE 410.79 44,861.09 69.23 SAN ANTONIO 287.09 30,409.89 67.78 SPARTANBURG 278.10 29,818.23 60.00 Crown Point 500.56 65,020.85 70.00 Nicholasville 530.00 75,687.14 79.99 Auburn 503.67 59,870.54 74.97 Auburn 626.57 78,705.85 75.00 CHESAPEAKE BEACH 1,535.40 267,997.60 70.00 WASHINGTON 1,527.33 252,800.00 80.00 MIAMI 800.87 139,789.00 80.00 WELLINGTON 4,885.42 700,000.00 70.00 HOUSTON 682.50 126,000.00 70.00 MEMPHIS 283.21 35,979.29 80.00 HAYDEN LAKE 1,312.06 209,930.00 70.00 Eatontown 1,491.68 235,572.13 80.00 FAIRFAX 2,384.77 416,250.00 75.00 SIMPSONVILLE 583.17 105,630.00 70.00 Las Cruces 598.50 100,800.00 70.00 TOLEDO 685.78 115,500.00 70.00 Seaside Heights 1,413.01 222,375.00 75.00 OLD ORCHARD BEACH 667.44 101,514.64 80.00 LEXINGTON PARK 1,608.75 234,000.00 80.00 ROCKVILLE 590.10 103,000.00 43.83 RICHMOND 630.00 108,000.00 80.00 Paterson 1,501.35 248,500.00 70.00 HARRISBURG 591.68 115,920.00 80.00 COLORADO SPRINGS 777.75 122,400.00 80.00 SAN ANTONIO 561.33 76,448.67 90.00 ERIE 452.18 60,860.16 70.00 XXXXXX 1,085.97 147,900.70 80.00 ORLANDO 2,282.77 347,850.00 79.99 SAFETY HARBOR 991.89 156,100.00 70.00 Trenton 474.29 62,361.21 80.00 KALAMAZOO 434.23 68,637.89 76.33 RIO RANCHO 660.83 104,000.00 80.00 CHICAGO 1,600.16 269,500.00 70.00 SILVERTON 1,157.44 209,650.00 70.00 EAST HAMPTON 2,576.69 449,750.00 70.00 PIEDMONT 1,445.57 227,500.00 70.00 AKRON 318.14 45,466.23 70.00 CHICAGO 2,090.00 352,000.00 80.00 HOUSTON 594.90 90,405.41 80.00 CYPRESS 2,365.13 333,900.00 70.00 XXXXXXXX 1,185.87 169,474.13 80.00 SALT LAKE CITY 987.87 175,622.05 70.00 INDIANAPOLIS 818.17 103,940.16 80.00 WACO 283.33 40,000.00 80.00 WINTER PARK 676.88 114,000.00 80.00 SALEM 1,045.33 179,200.00 80.00 TAMPA 562.50 100,000.00 80.00 LAKE CITY 1,371.98 147,553.02 89.70 MOUNT PLEASANT 2,019.94 359,100.00 70.00 TAKOMA PARK 2,200.00 384,000.00 80.00 XXXXXXX 862.75 142,800.00 70.00 SYRACUSE 285.86 38,474.82 70.00 WASHINGTON 2,819.87 530,799.99 69.84 MUKILTEO 1,868.11 291,492.59 75.00 CHICAGO 2,603.12 416,499.99 70.00 MEMPHIS 283.21 35,979.29 80.00 BRIARWOOD 1,637.22 239,812.78 77.42 WACO 283.33 40,000.00 80.00 XXXXXXX 1,158.30 155,856.25 80.00 LOUISVILLE 466.67 64,000.00 80.00 MARGATE 1,599.95 243,801.31 80.00 SYRACUSE 775.85 99,691.10 75.00 Louisville 487.22 66,355.45 80.00 MESA 876.67 131,500.00 69.98 CHICAGO 2,494.04 352,100.00 70.00 VIRGINIA BEACH 2,164.17 296,800.00 69.84 LOS BANOS 1,925.00 336,000.00 70.00 ORANGE PARK 800.00 128,000.00 80.00 LAS VEGAS 1,601.25 244,000.00 78.71 CLEVELAND 636.50 91,200.00 95.00 COTTAGE GROVE 761.65 137,960.00 80.00 TWIN FALLS 700.88 124,600.00 70.00 CHANTILLY 3,346.77 515,555.73 80.00 BOURBONNAIS 735.00 112,000.00 80.00 PASADENA 1,547.00 218,400.00 80.00 CHICAGO 1,312.14 206,500.00 70.00 XXXXXX 4,826.23 649,146.74 76.47 CHICAGO 1,338.75 189,000.00 70.00 CINCINNATI 1,474.17 232,000.00 80.00 PLAINFIELD 1,217.73 212,550.00 79.99 BOILING SPRINGS 455.47 82,500.00 75.00 Delhi 1,871.09 251,835.16 80.00 Montebello 2,461.24 351,738.76 80.00 CLEVELAND 529.72 73,700.00 79.25 DENVER 885.00 144,000.00 80.00 GARDEN VALLEY 4,230.89 519,723.28 80.00 CHICAGO 2,949.39 456,680.00 70.00 PEMBROKE PINES 2,437.50 300,000.00 80.00 XXXXX 2,266.67 340,000.00 80.00 NASHVILLE 540.34 87,920.00 80.00 GARFIELD HEIGHTS 603.75 84,000.00 77.78 CAPE CORAL 1,062.76 185,500.00 70.00 Hendersonville 1,517.71 235,000.00 79.66 XXXXXXX 1,880.83 296,000.00 80.00 SILVER SPRING 2,303.75 388,000.00 80.00 OVIEDO 689.06 105,000.00 70.00 XXXXXXXX 1,866.67 320,000.00 80.00 PORTLAND 1,227.67 203,200.00 80.00 BROOKLYN 6,603.88 899,396.12 69.23 PEORIA 1,062.40 164,500.00 70.00 PANAMA CITY BEACH 7,324.85 974,378.27 65.00 XXXXXXX 1,395.75 232,568.25 80.00 DETROIT 483.00 73,600.00 80.00 Charlotte 587.33 108,430.00 70.00 FORT LAUDERDALE 1,998.28 304,500.00 70.00 MESA 930.00 148,800.00 80.00 DANBURY 3,116.67 440,000.00 80.00 XXXXXXX 657.66 103,500.00 75.00 Indianapolis 284.65 37,426.72 70.00 HYATTSVILLE 2,170.00 336,000.00 80.00 Louisville 382.36 51,700.00 79.54 LOUISVILLE 761.11 132,848.07 70.00 LINCOLNTON 733.33 127,999.58 80.00 Lawrenceville 1,970.83 344,000.00 80.00 SANGER 1,236.67 185,500.00 70.00 PHOENIX 2,186.67 328,000.00 80.00 STERLING HEIGHTS 745.86 135,100.00 70.00 ABINGDON 2,246.73 414,781.00 85.00 GERMANTOWN 1,885.00 348,000.00 80.00 AURORA 708.33 100,000.00 78.13 TUCSON 1,375.00 240,000.00 78.18 Lafayette 555.39 74,751.07 80.00 MESA 866.25 154,000.00 70.00 WINTER HAVEN 909.67 136,450.00 80.00 NORCROSS 666.75 101,600.00 80.00 KAWKAWLIN 1,002.48 174,978.74 79.55 CORONA 5,953.00 892,950.00 80.00 GRAVETTE 449.91 62,755.67 80.00 Charlotte 618.63 106,050.00 70.00 QUEEN CREEK 1,291.24 210,100.00 80.00 CHANDLER 1,059.56 191,920.00 80.00 XXXXXX 337.15 53,060.00 70.00 STREAMWOOD 1,574.30 232,512.00 80.00 MECHANICSBURG 1,495.07 239,211.00 80.00 OAKLAND 1,767.03 339,269.43 70.00 LAKE WORTH 4,320.40 702,980.00 80.00 SAINT LOUIS 570.05 74,953.39 69.44 FORT LAUDERDALE 2,321.56 327,750.00 95.00 Flowery Branch 482.31 79,830.41 31.37 MIAMI BEACH 1,556.77 245,000.00 70.00 Brooklyn 7,689.13 996,984.83 74.07 ATLANTIC BEACH 1,189.33 178,400.00 80.00 DETROIT 735.75 96,739.83 80.00 SAINT LOUIS 1,291.77 167,898.23 80.00 PANAMA CITY 7,381.57 959,418.43 80.00 COLUMBUS 420.00 64,000.00 80.00 Xxxxxx 1,812.50 300,000.00 80.00 STOCKTON 1,822.17 342,997.20 70.00 PANAMA CITY BEACH 1,812.50 290,000.00 64.44 DETROIT 498.26 64,760.74 80.00 NAPLES 2,338.99 330,210.00 90.00 AURORA 965.83 152,000.00 80.00 WOODBRIDGE 1,492.97 220,500.00 70.00 PORT SAINT LUCIE 1,802.79 254,511.00 90.00 Newark 1,801.95 247,125.00 75.00 SCOTTSDALE 1,832.92 332,000.00 80.00 GRANDVIEW 498.63 59,241.43 79.97 XXXXXX 1,193.99 204,684.80 80.00 PHOENIX 2,028.13 354,000.00 80.00 ORLANDO 958.75 156,000.00 80.00 XXXXX 513.05 89,550.00 79.99 OCOEE 1,728.72 251,450.00 79.99 MEMPHIS 381.56 50,168.79 82.70 WACO 283.33 40,000.00 80.00 TAMPA 855.25 124,400.00 80.00 PROVIDENCE 1,558.33 220,000.00 59.46 CHICAGO 1,584.38 234,000.00 86.67 Raleigh 502.40 92,750.00 70.00 PAHRUMP 1,436.60 207,841.73 80.00 XXXXXXX CITY 532.76 71,657.80 80.00 ROCHESTER 213.50 33,600.00 74.67 KENOSHA 724.39 103,523.11 70.00 XXXXX 411.81 43,490.65 70.00 CHICAGO 1,030.05 122,379.00 70.00 BURBANK 1,234.09 171,700.00 85.00 SALEM 825.00 132,000.00 80.00 FLAGSTAFF 1,806.25 255,000.00 85.00 SILVER SPRING 876.75 150,300.00 80.00 SOUTH PADRE ISLAND 3,215.62 489,999.99 70.00 TAMPA 1,133.33 160,000.00 80.00 Hyde Park 1,857.92 318,500.00 70.00 LAKELAND 549.79 81,200.00 80.00 LONGMONT 1,493.17 231,200.00 80.00 WOODBRIDGE 2,203.67 315,750.00 80.00 NORTH CHARLESTON 612.68 108,920.00 70.00 STEVENSVILLE 2,562.81 417,000.00 56.35 XXXXXX 971.58 123,428.94 95.00 XXXXXXXXX 925.00 148,000.00 80.00 GERMANTOWN 2,428.12 369,999.99 80.00 VISTA 2,649.11 423,857.00 70.00 MAPLE XXXX 3,537.00 459,721.33 80.00 VISALIA 921.25 132,000.00 80.00 SAINT XXXXXX 1,411.36 211,704.00 79.59 TAMPA 786.67 128,000.00 80.00 BALTIMORE 267.75 40,800.00 80.00 POMPANO BEACH 1,265.83 196,000.00 80.00 XXXXXX 2,740.65 432,813.91 80.00 NORFOLK 1,841.66 219,235.42 75.34 XXXXXXXX 1,704.83 308,800.00 80.00 PHILADELPHIA 895.64 141,443.09 65.00 KISSIMMEE 1,995.00 304,000.00 80.00 DAYTON 431.98 57,463.33 76.67 XXXXXXXX 4,234.33 635,150.00 80.00 KENNESAW 1,062.85 175,920.00 80.00 CHICAGO 1,763.13 273,000.00 70.00 POQUOSON 439.17 68,000.00 26.15 STERLING 1,612.92 276,500.00 70.00 BROOKLYN 3,565.52 510,880.00 80.00 CINCINNATI 787.50 120,000.00 80.00 PASCO 765.48 126,700.00 70.00 ELGIN 1,400.64 227,900.00 79.99 MISSOULA 962.60 135,901.57 80.00 Pikeville 727.50 116,400.00 80.00 LEWISVILLE 669.38 102,000.00 85.00 WEST WARWICK 1,252.99 179,067.01 70.00 Passaic 2,085.42 308,000.00 70.00 LAND O LAKES 1,338.75 238,000.00 79.33 XXXXXX CITY 1,110.83 172,000.00 80.00 XXXXXX 1,092.66 166,500.00 90.00 SPRING HILL 1,011.89 131,520.28 70.00 DEERFIELD BEACH 5,096.11 718,954.47 80.00 CLARKSTON 815.38 115,116.62 80.00 SLIDELL 598.50 100,800.00 70.00 NASHUA 1,903.12 304,499.99 70.00 LAS VEGAS 1,715.73 235,300.00 80.00 CHICAGO 1,212.50 194,000.00 61.59 Alameda 3,284.90 595,000.00 74.38 Bloomfield 2,043.10 311,329.93 80.00 DETROIT 372.38 59,580.00 90.00 MIDDLETOWN 2,215.31 417,000.00 77.67 GREENVILLE 332.50 45,600.00 80.00 REYNOLDSBURG 641.33 118,400.00 80.00 CANTON 389.77 68,032.89 68.50 SUN CITY WEST 1,938.75 282,000.00 80.00 BAKERSFIELD 880.93 159,565.00 70.00 CHICKASAW 312.44 38,379.56 80.00 TAMPA 3,417.82 444,230.72 70.00 ROCHESTER 493.24 66,386.55 70.00 Greensboro 346.67 52,000.00 80.00 Albuquerque 1,458.33 200,000.00 80.00 MARICOPA 1,914.60 270,296.00 80.00 OVIEDO 1,424.06 220,500.00 70.00 CHICAGO 1,720.83 280,000.00 80.00 South Plainfield 2,068.28 325,500.00 70.00 MEMPHIS 276.92 35,179.75 80.00 LOS ANGELES 791.38 133,285.84 40.45 NORTH XXXXXXX 826.66 123,999.68 80.00 INDIO 1,932.92 343,630.84 80.00 XXXXXXXXX 2,915.00 424,000.00 80.00 SPRINGDALE 1,290.00 206,400.00 80.00 BROOKLYN 2,882.69 419,300.00 70.00 SPRINGFIELD 772.20 103,931.97 80.00 CLINTON 1,784.47 271,919.99 80.00 Hampton 818.33 122,750.00 69.98 Xxxxxxx 658.67 121,600.00 80.00 CLINTON 1,755.00 324,000.00 80.00 SAINT PETERSBURG 570.94 101,500.00 70.00 JACKSONVILLE 480.00 72,000.00 80.00 Louisville 2,058.75 324,000.00 80.00 SUMMERVILLE 602.33 96,373.00 80.00 Newburgh 1,102.11 151,895.39 80.00 SYRACUSE 314.48 47,920.00 80.00 SYRACUSE 210.00 32,000.00 80.00 TOPEKA 226.54 32,775.04 80.00 EVANSTON 1,581.25 276,000.00 80.00 SILVER SPRING 2,878.91 412,500.00 75.00 BRONX 2,627.92 371,000.00 70.00 PARKLAND 7,150.90 929,436.60 75.00 Louisville 584.96 86,394.26 80.00 WOONSOCKET 1,145.83 200,000.00 77.52 Waxhaw 683.31 119,268.00 80.00 AUBURN 795.08 131,600.00 70.00 CAMDEN 1,747.77 243,788.81 78.96 BELTSVILLE 1,035.00 184,000.00 80.00 CHICAGO 1,652.08 244,000.00 80.00 PHOENIXVILLE 963.33 136,000.00 80.00 MIAMI 3,563.11 463,115.28 70.00 VALLEJO 1,861.88 302,950.00 73.00 SPRINGFIELD 690.55 82,002.86 75.00 LARGO 742.44 118,790.00 69.96 PORT TOBACCO 3,165.10 515,000.00 64.38 HIALEAH 910.00 156,000.00 80.00 XXXXXX VALLEY 2,316.93 436,128.76 70.00 CHICAGO 2,229.47 310,980.36 78.98 Worcester 993.01 170,772.95 69.84 PEORIA 1,155.00 201,600.00 80.00 DETROIT 266.71 50,203.90 80.00 COLUMBUS 420.99 48,977.13 70.00 BIRCHRUNVILLE 6,583.00 960,414.47 66.55 OAKTON 4,678.60 768,731.92 70.00 Newark 1,622.50 264,000.00 80.00 Atlanta 901.88 144,300.00 64.42 ROCHESTER 1,144.63 207,329.00 68.31 ROCHESTER 1,145.75 207,532.00 68.38 BROWNS VALLEY 2,704.17 519,200.00 80.00 QUEEN CREEK 1,607.21 226,900.00 79.98 DENVER 893.29 155,920.00 80.00 MAGNOLIA 1,944.00 345,600.00 80.00 XXXXXXXXX 2,412.38 454,095.20 80.00 MISSION 704.78 103,172.40 75.00 Lawrenceville 723.33 112,000.00 80.00 Xxxxxxx 6,403.11 999,117.72 62.50 HOUSTON 1,225.54 217,873.00 80.00 PALM BAY 1,123.41 158,599.47 74.99 WASHINGTON 1,158.80 170,441.22 80.00 GARLAND 291.79 56,024.00 74.70 GARLAND 292.69 56,197.00 74.93 GARLAND 286.42 54,991.97 73.32 PORT SAINT LUCIE 1,685.19 248,890.00 95.00 WYANDANCH 1,443.72 212,891.31 95.00 CERES 1,088.65 174,338.38 51.02 DESERT HILLS 4,333.33 640,000.00 80.00 Nantucket 2,918.69 449,612.56 27.27 West Springfield 1,301.00 181,471.83 80.00 PHILADELPHIA 525.54 79,932.79 80.00 LIVERPOOL 600.21 84,738.62 80.00 BOSTON 2,595.47 395,500.00 70.00 ORLANDO 1,183.07 206,500.00 70.00 PHOENIX 1,561.85 245,800.00 70.00 MARCO ISLAND 5,666.43 799,966.87 80.00 LAS VEGAS 823.76 131,801.25 69.47 TAMPA 661.50 117,600.00 80.00 THE DALLES 527.98 85,668.63 70.00 COLUMBUS 831.25 140,000.00 80.00 CHICAGO 1,155.31 151,905.52 80.00 BEND 1,498.33 248,000.00 80.00 CINCINNATI 940.42 148,000.00 80.00 JACKSONVILLE 829.30 144,750.00 70.00 Visalia 1,589.35 219,049.15 80.00 NAPLES 1,549.50 247,920.00 80.00 SUN CITY 2,197.27 383,524.00 80.00 SUMMERVILLE 656.38 106,800.00 80.00 INDIANAPOLIS 255.42 34,377.50 80.00 DETROIT 729.17 100,000.00 80.00 COPIAGUE 1,870.31 332,500.00 70.00 STUART 1,159.00 182,400.00 80.00 LEBANON 1,247.75 193,200.00 70.00 ANTHEM 1,728.33 272,000.00 80.00 ROYAL PALM BEACH 2,000.00 300,000.00 78.74 DUMFRIES 3,225.00 483,750.00 75.00 CLEVELAND 438.78 67,939.56 80.00 CHICAGO 1,822.17 301,600.00 80.00 BRONX 2,625.91 370,731.49 70.00 GLENDALE 2,627.92 476,000.00 70.00 XXXXXX VALLEY 1,897.08 314,000.00 80.00 CHESTERFIELD 948.75 165,600.00 80.00 Newark 1,327.08 227,500.00 70.00 SALEM 756.14 127,350.00 79.99 ANNAPOLIS 1,225.00 245,000.00 69.01 WAYNESBORO 1,365.27 215,804.73 69.81 Powder Springs 1,334.90 233,000.00 79.79 TEMPE 1,604.17 280,000.00 80.00 QUEEN CREEK 966.15 175,000.00 70.00 TAMPA 1,168.12 177,999.99 75.74 DELAND 1,343.75 215,000.00 77.34 WOODBRIDGE 1,389.94 247,100.00 70.00 FALLON 437.00 73,600.00 80.00 STREAMWOOD 1,275.00 204,000.00 80.00 XXXXXX 2,187.50 300,000.00 80.00 YORK 380.16 51,166.51 80.00 VISALIA 1,261.83 180,800.00 80.00 MIDVALE 838.69 149,100.00 70.00 XXXXXXXX 1,027.27 139,906.06 80.00 PROVIDENCE 1,342.49 191,857.51 80.00 HOLLYWOOD 714.58 98,000.00 70.00 BUCKEYE 934.02 149,443.00 80.00 Charlotte 1,167.33 164,800.00 80.00 EASTON 2,375.00 380,000.00 80.00 SARASOTA 3,050.00 480,000.00 80.00 QUEEN CREEK 1,310.00 209,600.00 80.00 LITHIA 1,238.05 182,850.00 79.98 FALLON 688.75 116,000.00 80.00 Louisville 2,068.33 292,000.00 77.66 PORTLAND 916.67 160,000.00 80.00 RIVIERA BEACH 1,817.96 259,807.04 80.00 CHICAGO 1,526.23 207,860.44 80.00 CHICAGO 725.07 99,861.91 80.00 COATESVILLE 1,076.63 187,920.00 80.00 GREENFIELD 1,192.02 197,300.00 74.34 KNOXVILLE 495.00 88,000.00 80.00 SEVERN 1,184.79 242,000.00 79.87 CITRUS HEIGHTS 1,970.00 315,200.00 80.00 BOWIE 3,433.49 507,100.00 80.00 BRONX 3,218.95 489,588.34 70.00 QUEEN CREEK 1,645.31 243,000.00 94.97 BALTIMORE 399.84 51,968.49 80.00 XXXXXXXX 1,165.94 172,200.00 70.00 PROVIDENCE 1,061.67 159,250.00 65.00 EDGEWATER 1,543.75 285,000.00 79.17 SILVER SPRING 2,278.18 352,750.00 85.00 Provo 12,390.63 1,950,000.00 65.00 LACEY 1,547.45 215,694.10 80.00 roxboro 860.42 165,200.00 80.00 COCKEYSVILLE 7,738.17 913,846.83 63.24 GERMANTOWN 1,099.62 185,199.99 80.00 NEILTON 657.98 98,818.94 79.76 COLUMBIA 427.68 57,562.32 80.00 XXXXX CREST 498.33 73,600.00 80.00 SIMPSONVILLE 548.38 99,330.00 70.00 MAYWOOD 962.50 168,000.00 80.00 LAKE WORTH 888.06 140,372.98 63.86 SIMPSONVILLE 2,240.91 307,325.00 95.00 XXXXX 483.86 69,096.96 80.00 JACKSONVILLE 436.20 66,344.22 80.00 VERO BEACH 1,203.13 210,000.00 70.00 CASA GRANDE 1,015.00 168,000.00 80.00 XXXX POINT 3,569.27 623,000.00 70.00 SILVER SPRING 1,586.50 267,200.00 80.00 LINDENHURST 1,959.37 329,999.99 78.76 XXXXXX 570.00 96,000.00 80.00 LOS ANGELES 1,750.00 280,000.00 68.97 MOUNT POCONO 645.31 105,000.00 75.00 WARWICK 1,287.58 195,835.34 70.00 METAMORA 914.16 139,300.00 70.00 MEMPHIS 311.85 41,944.86 70.00 FRISCO 1,737.11 273,382.00 70.00 PHOENIX 1,550.00 240,000.00 80.00 SPARTANBURG 737.50 120,000.00 80.00 COLUMBUS 1,403.57 216,213.68 80.00 SPARTANBURG 293.33 44,000.00 75.86 TRAVELERS REST 807.50 152,000.00 80.00 ALSTEAD 824.58 125,650.00 70.00 SPRING BRANCH 851.19 110,632.93 79.99 Plainfield 1,900.00 320,000.00 80.00 BROOKLYN 4,433.16 719,316.84 60.00 PHOENIX 1,684.33 260,800.00 80.00 BROOKLYN 3,426.04 598,000.00 65.00 CHICAGO 1,395.00 223,200.00 80.00 SPRING BRANCH 851.59 127,789.54 80.00 PHOENIX 1,668.83 258,400.00 80.00 PHOENIX 859.85 142,320.00 80.00 DETROIT 395.42 58,400.00 80.00 BROOKLYN 3,326.39 447,706.94 70.00 WASHINGTON 4,541.25 692,000.00 80.00 XXXXXXXXX 774.53 142,989.99 79.00 PUYALLUP 2,213.55 393,520.00 80.00 Apollo Beach 5,625.00 1,000,000.00 55.56 XXXXXX VALLEY 1,259.38 232,500.00 75.00 TREASURE ISLAND 3,667.94 493,676.85 65.00 XXXXXXX ISLAND 1,885.16 317,500.00 79.97 STERLING 2,044.18 331,368.34 70.94 BALTIMORE 299.47 39,375.51 75.77 Atlanta 1,002.08 148,000.00 77.89 XXXXXXX 2,643.33 416,000.00 80.00 XXXXXX CITY 2,448.31 367,698.36 80.00 MIDLOTHIAN 705.60 123,160.00 80.00 XXXXXX 1,911.67 296,000.00 80.00 WEST PALM BEACH 2,589.84 382,500.00 85.00 JOLIET 720.17 119,200.00 80.00 SPARTANBURG 278.11 43,960.22 80.00 GAINESVILLE 337.50 60,000.00 61.86 BATON ROUGE 641.09 111,900.00 69.98 GREENVILLE 960.00 144,000.00 80.00 PHILADELPHIA 356.40 47,968.60 59.26 CHARDON 1,125.00 200,000.00 80.00 MESA 1,145.83 220,000.00 80.00 Xxxxxxxx 867.03 123,907.97 80.00 CINCINNATI 466.25 74,600.00 79.36 GIBSONTON 1,416.31 219,300.00 69.99 MOBILE 306.84 41,297.96 95.00 WEST PALM BEACH 1,469.51 229,297.52 85.00 Fall River 1,455.29 195,871.79 80.00 TUCSON 1,464.84 281,250.00 75.00 RICHMOND 746.67 112,000.00 80.00 XXXXXXX 327.27 41,576.06 80.00 XXXXXX 1,483.43 215,772.32 90.00 PHOENIX 993.52 107,670.23 80.00 PANAMA CITY BEACH 6,055.19 787,022.93 75.00 Charlotte 512.06 92,750.00 70.00 SPRINGFIELD 1,981.42 322,400.00 56.07 AMITYVILLE 3,065.10 535,000.00 62.94 DETROIT 279.18 37,575.40 80.00 BELLINGHAM 674.54 103,910.46 34.67 ORLANDO 721.91 106,621.00 80.00 SARASOTA 970.35 169,370.69 70.00 COLUMBIA 438.57 77,968.00 70.00 WASHINGTON 1,969.30 295,757.37 80.00 TRENTON 656.25 100,000.00 74.63 RAYTOWN 399.66 60,900.00 69.60 SYRACUSE 560.01 71,957.49 75.00 CHANTILLY 4,344.37 661,999.99 70.00 SAN CLEMENTE 6,227.08 980,000.00 70.00 PONTIAC 355.47 52,500.00 75.00 WESTFIELD 396.67 54,400.00 87.04 DETROIT 358.85 53,000.00 58.89 XXXXXX 475.34 86,100.00 70.00 DETROIT 401.19 55,960.48 80.00 DETROIT 395.46 55,161.05 80.00 KANSAS CITY 408.35 56,959.77 73.08 HOUSTON 380.66 52,463.87 75.00 SUPERIOR 409.21 64,400.00 70.00 LISLE 2,375.00 356,250.00 95.00 XXXXXXX 459.38 63,000.00 70.00 Noblesville 515.25 91,600.00 69.98 Noblesville 515.25 91,600.00 69.98 Woodstock 484.31 86,100.00 70.00 SALT LAKE CITY 401.63 71,400.00 70.00 MEMPHIS 415.07 55,214.77 85.00 KANSAS CITY 446.86 60,818.01 83.42 Rio Rancho 484.90 66,500.00 70.00 SCOTTSDALE 921.38 163,800.00 70.00 HORN LAKE 406.55 66,150.00 70.00 Winston Salem 385.00 56,000.00 69.14 BALTIMORE 367.58 55,204.71 85.00 XXXXXXXXX 351.75 53,600.00 80.00 BATON ROUGE 464.60 76,900.00 69.97 PALM BEACH GARDENS 2,602.69 462,700.00 70.00 CANTON 351.75 53,600.00 80.00 BATON ROUGE 464.60 76,900.00 69.97 OCALA 510.71 72,100.00 70.00 PORTLAND 730.29 103,100.00 79.51 KANSAS CITY 461.54 62,815.30 85.00 KANSAS CITY 467.77 63,664.17 85.00 WINSTON SALEM 345.30 50,225.00 66.97 RAYTOWN 399.66 60,900.00 70.00 SAN BERNARDINO 1,079.17 140,000.00 70.00 Charlotte 457.83 65,600.00 80.00 DALLAS 300.86 47,556.97 70.00 Winston Salem 343.75 50,000.00 61.73 MEMPHIS 406.64 53,466.75 84.92 Winston Salem 411.84 56,760.91 80.00 Winston Salem 411.84 56,760.91 80.00 GALVESTON 446.48 65,398.95 70.00 MEMPHIS 380.80 50,068.86 84.92 MEMPHIS 419.56 55,165.69 84.92 FALLS CHURCH 3,958.96 535,296.00 80.00 RICHMOND 366.67 64,000.00 49.23 SOUND BEACH 1,275.31 185,500.00 70.00 AUGUSTA 314.17 52,000.00 80.00 Trenton 551.25 84,000.00 75.00 TRENTON 603.75 92,000.00 73.60 KANNAPOLIS 612.06 79,551.49 80.00 TRENTON 551.25 84,000.00 75.00 OCOEE 1,602.33 240,350.00 70.00 Concord 469.58 64,400.00 80.00 Pompton Plains 1,396.35 268,100.00 70.00 KNOXVILLE 2,002.00 343,200.00 80.00 COLUMBIA 527.85 72,749.90 80.00 SAN LEANDRO 2,258.59 367,500.00 70.00 TEMPE 855.00 144,000.00 76.19 ROCHESTER HILLS 853.33 128,000.00 80.00 Bradenton Beach 6,562.50 1,000,000.00 68.97 OAKLAND 2,625.00 400,000.00 80.00 ROSELLE 931.46 131,504.75 70.00 FLAT ROCK 682.50 104,000.00 80.00 MADRAS 507.03 88,500.00 70.00 KANSAS CITY 303.48 34,184.43 95.00 MADRAS 507.03 88,500.00 70.00 ELK GROVE 5,098.96 890,000.00 69.26 DETROIT 453.33 64,000.00 80.00 PORTSMOUTH 1,282.97 241,500.00 70.00 HIALEAH 558.73 99,330.00 70.00 MOLINE 628.33 104,000.00 80.00 MANCHESTER 637.44 89,990.94 61.22 ARVERNE 3,118.49 419,725.26 80.00 WOBURN 2,073.82 303,762.85 80.00 PHOENIX 1,645.00 282,000.00 79.44 LAS VEGAS 1,501.87 240,299.99 80.00 OCEANSIDE 1,693.13 290,250.00 75.00 SPRING 1,162.29 178,908.00 80.00 PHOENIX 1,875.52 277,000.00 78.03 LAREDO 1,415.83 223,797.50 80.00 ROCKVALE 1,027.68 164,428.56 70.00 NORTH BELLMORE 1,378.12 244,999.99 70.00 Los Angeles 2,606.25 417,000.00 66.72 SPARTANBURG 610.00 97,600.00 80.00 Acworth 2,371.96 350,320.00 80.00 COLUMBUS 458.24 63,156.51 80.00 LAS VEGAS 1,671.11 281,450.00 79.99 COACHELLA 1,725.70 280,792.00 80.00 Lumberton 398.10 51,743.64 95.00 XXXXXXXX 808.46 119,807.51 80.00 SCHENECTADY 293.51 39,973.16 80.00 BILOXI 1,031.06 143,818.42 80.00 GULFPORT 1,146.26 159,887.07 80.00 SPARTANBURG 420.00 57,600.00 80.00 BALTIMORE 1,572.00 235,800.00 90.00 SPARTANBURG 302.50 44,000.00 80.00 WALDORF 1,787.50 260,000.00 80.00 ROUND LAKE 666.09 101,500.00 70.00 Decatur 985.05 129,519.45 80.00 DES PLAINES 1,136.67 176,000.00 80.00 CHICAGO 1,817.96 259,807.04 80.00 PIEDMONT 677.33 101,600.00 80.00 PORTLAND 1,250.77 187,845.90 80.00 SAN ANTONIO 356.78 46,371.89 77.33 SAN ANTONIO 352.67 46,371.16 80.00 SAN ANTONIO 352.67 46,371.16 80.00 CRANSTON 2,204.55 235,295.03 80.00 HOUSTON 1,490.14 207,853.19 80.00 QUEEN CREEK 1,199.11 177,100.00 79.99 DAYTON 307.65 43,967.35 80.00 Atlanta 731.25 108,000.00 80.00 EASTPOINTE 447.04 62,303.00 80.00 LITTLE ROCK 866.67 130,000.00 78.79 MILFORD 970.15 143,884.85 80.00 SURPRISE 2,894.72 441,100.00 80.00 XXXXXXX 329.31 47,900.00 77.26 SEVIERVILLE 2,838.61 453,870.87 60.67 NEW HAVEN 814.18 119,256.89 70.00 GATLINBURG 3,038.25 485,791.46 58.67 WASHINGTON 2,310.00 396,000.00 80.00 SOUTHFIELD 669.38 119,000.00 70.00 LINCOLNWOOD 2,212.50 360,000.00 64.29 COLUMBUS 332.01 49,240.59 80.00 DOVER 587.35 92,435.00 70.00 Buckeye 909.91 167,982.73 80.00 QUEEN CREEK 1,371.47 228,522.28 75.00 MESA 3,475.49 451,726.18 80.00 Xxxxxxx 1,699.25 354,625.99 77.09 PROVIDENCE 885.00 144,000.00 79.66 Atlanta 847.33 131,199.84 80.00 Chickamauga 296.10 35,545.65 80.00 JACKSONVILLE 796.65 111,121.52 80.00 North Bethesda 9,031.15 1,313,622.00 70.00 BRENTWOOD 1,731.33 313,600.00 70.00 Glendale 7,875.00 1,200,000.00 64.86 PEMBROKE 1,255.99 185,500.00 79.99 PHOENIX 1,023.75 156,000.00 80.00 TAMPA 920.94 134,894.68 64.29 MIAMI BEACH 3,927.08 650,000.00 69.89 JERSEY CITY 2,497.21 389,655.91 77.23 SIOUX FALLS 651.54 87,634.81 65.00 MARICOPA 1,326.32 187,245.00 80.00 AURORA 253.93 34,155.11 95.00 Xxxxxxxx 1,413.33 256,000.00 57.53 BOLINGBROOK 1,148.44 157,500.00 70.00 SPARTANBURG 353.28 48,450.00 85.00 NEW YORK 6,207.98 944,206.08 70.00 DOUGLASSVILLE 1,343.67 222,400.00 80.00 Albuquerque 668.57 121,100.00 70.00 HILTON HEAD ISLAND 347.08 47,600.00 80.00 ASTORIA 4,287.92 577,122.24 70.00 WHEATON 966.67 160,000.00 80.00 PLATTSBURG 1,466.67 256,000.00 80.00 FORT XXXXXXXX 891.94 115,929.73 80.00 MIDDLETOWN 2,079.44 407,400.00 80.00 BROOKLYN 3,876.54 515,670.96 80.00 LAS VEGAS 1,327.50 236,000.00 80.00 FORT LAUDERDALE 1,733.33 260,000.00 72.22 FALLS CHURCH 3,166.85 467,720.00 70.00 OXNARD 2,493.75 420,000.00 70.00 DETROIT 742.33 104,800.00 80.00 XXXXXXX 865.77 159,835.00 65.00 NORFOLK 469.22 81,900.00 70.00 SANDPOINT 1,108.33 190,000.00 79.17 PARADISE 1,420.92 231,200.00 80.00 CAPE CORAL 2,484.36 322,904.26 90.00 SEDONA 1,645.42 287,200.00 80.00 PAWLEYS ISLAND 3,791.67 650,000.00 67.36 COUNTRY CLUB HILLS 614.17 88,000.00 80.00 Passaic 1,856.25 324,000.00 80.00 Franklin 1,963.50 285,600.00 80.00 SAN ANTONIO 840.47 122,250.00 90.56 BRIDGEPORT 1,836.67 304,000.00 80.00 XXXXX 2,590.67 371,200.00 80.00 SURPRISE 1,453.72 211,450.00 79.99 CHICAGO 623.33 88,000.00 73.33 LAKE FOREST 3,496.09 487,655.58 80.00 FARMINGVILLE 2,362.50 360,000.00 80.00 PALM BAY 851.36 123,834.00 80.00 BIRMINGHAM 553.62 71,956.38 80.00 WALDORF 1,159.38 210,000.00 70.00 West New York 2,252.50 424,000.00 80.00 PHOENIX 1,558.33 220,000.00 80.00 DETROIT 483.00 73,600.00 80.00 XXXXXX 560.56 78,189.78 78.25 XXXXXXX 958.75 156,000.00 80.00 INDIO 1,443.75 231,000.00 70.00 WESTWOOD 2,889.96 339,672.94 80.00 TEHACHAI 1,479.14 203,859.61 80.00 CLEVELAND 305.00 48,000.00 80.00 BAKERSFIELD 1,053.13 163,065.00 70.00 SWANSEA 560.84 78,030.00 90.00 SCOTTSDALE 10,000.00 1,500,000.00 68.18 BUCKEYE 1,119.11 202,706.00 95.00 WILLOWBROOK 1,087.50 180,000.00 80.00 KANSAS CITY 504.90 67,955.52 80.00 MARICOPA 1,326.03 219,480.00 80.00 FOREST GROVE 1,338.33 233,600.00 80.00 MARICOPA 1,264.74 205,789.00 80.00 XXXXXXX 2,109.37 374,999.99 75.76 CEDAR POINT 700.00 112,000.00 70.00 FREDERICKSBURG 2,836.31 388,980.00 70.00 BALTIMORE 1,034.91 112,156.50 90.00 LAS VEGAS 3,691.41 562,500.00 75.00 PEORIA 1,114.86 178,534.48 61.37 Ahoskie 386.10 51,965.98 80.00 JACKSONVILLE 790.50 111,600.00 80.00 Evansville 310.00 48,000.00 80.00 BRYANS ROAD 2,721.17 450,400.00 80.00 WALDORF 1,717.33 294,400.00 80.00 JACKSONVILLE 790.50 111,600.00 80.00 MEMPHIS 320.25 48,800.00 80.00 LORTON 1,782.50 276,000.00 80.00 SALISBURY 329.78 51,900.00 69.94 SAINT LOUIS 375.63 49,968.12 70.42 Trenton 707.79 99,854.80 80.00 XXXXXXX 850.00 120,000.00 80.00 MEMPHIS 330.75 50,400.00 80.00 TOLEDO 297.00 39,947.49 72.73 TAMPA 881.93 143,500.00 70.00 SAINT LOUIS 375.63 49,968.12 70.42 PROVIDENCE 1,300.86 175,085.39 80.00 RICHMOND 1,347.75 239,600.00 80.00 ISLE OF PALMS 4,675.78 712,500.00 75.00 CENTEREACH 2,707.03 472,500.00 70.00 SAINT LOUIS 413.67 58,400.00 78.92 LANCASTER 876.89 122,226.66 80.00 NORTH LAS VEGAS 1,830.00 366,000.00 79.16 Woodstock 2,118.33 328,000.00 80.00 LONG BEACH 831.25 133,000.00 70.00 EVANSTON 697.50 108,000.00 80.00 PEYTON 896.03 162,300.55 70.00 Marietta 1,173.92 165,730.00 84.99 EVANSTON 671.67 104,000.00 80.00 INDIANAPOLIS 498.61 65,559.22 80.00 Sunbury 984.51 152,440.00 80.00 Rome 599.18 92,776.22 80.00 ORLANDO 1,094.03 158,400.00 80.00 EVANSTON 638.08 98,800.00 80.00 AMSTERDAM 369.08 47,970.92 80.00 MIAMI 1,065.66 148,645.02 79.98 EL PASO 707.79 99,927.63 51.81 FALLS CHURCH 4,034.84 553,350.00 80.00 TYLER 646.52 112,847.00 80.00 LADYS ISLAND 1,374.19 244,300.00 75.87 JAMAICA 2,841.67 496,000.00 80.00 CHICAGO 1,353.33 224,000.00 80.00 Fort Xxxxx 320.25 48,800.00 80.00 BALTIMORE 616.15 113,750.00 65.00 PALM COAST 3,869.69 640,500.00 70.00 Hillsborough 1,470.00 224,000.00 70.00 ALEXANDRIA 1,443.75 210,000.00 69.31 CRYSTAL SPRINGS 838.20 116,917.42 78.00 PHOENIX 1,057.08 172,000.00 80.00 VIRGINIA BEACH 520.41 81,900.00 70.00 PORT JEFFERSON STATION 1,603.11 234,816.68 65.28 DAYTON 455.97 59,264.07 77.01 BAYONNE 1,285.62 241,999.99 60.27 WELLINGTON 5,082.29 717,500.00 70.00 AKRON 473.65 61,562.68 80.00 MARYVILLE 641.67 88,000.00 80.00 WARRENTON 1,277.38 191,842.62 80.00 XXXXX 483.86 69,096.96 80.00 EL PASO 1,547.01 221,085.80 75.00 SOUTH PADRE ISLAND 918.75 140,000.00 70.00 FARMINGTON 896.58 162,400.00 80.00 FARMINGTON 896.58 162,400.00 80.00 GRANDVILLE 498.63 59,241.43 79.97 BAY SHORE 2,011.87 332,999.99 79.86 BURNSVILLE 1,105.00 208,000.00 80.00 Evansville 356.40 47,968.60 80.00 XXXXXXXX 1,266.32 187,960.00 80.00 DUNELLEN 1,947.85 274,800.37 80.00 HOLLYWOOD 2,437.50 360,000.00 80.00 Tigard 1,306.25 220,000.00 80.00 PORT SAINT LUCIE 2,008.79 261,091.73 95.00 PALISADES 2,955.49 343,677.70 80.00 MERCED 1,601.04 265,000.00 79.58 SAINT ALBANS 2,007.92 316,000.00 80.00 DAYTON 374.22 50,367.03 80.00 EL MONTE 1,051.09 159,730.39 40.00 XXXXXX 279.01 40,868.09 87.02 JACKSONVILLE 453.60 77,760.00 80.00 BRIDGEPORT 1,312.28 189,855.43 69.09 LAWRENCEVILLE 867.25 122,435.66 70.00 WATERFORD 1,151.40 193,920.00 80.00 MONROE 342.32 37,384.24 79.79 Atlantic Beach 1,160.00 192,000.00 80.00 Kalamazoo 2,852.20 526,560.00 80.00 WINCHESTER 2,073.50 343,200.00 80.00 SPOKANE 2,014.48 311,920.00 80.00 West Sacramento 699.21 99,925.79 34.48 FORT WORTH 917.45 137,786.97 70.00 SUNRISE 1,401.25 228,000.00 80.00 MARYSVILLE 1,100.00 176,000.00 80.00 CONCORD 2,160.50 357,600.00 80.00 SIOUX FALLS 791.50 106,460.07 65.00 COLUMBUS 940.42 148,000.00 80.00 XXXXXXX 1,200.00 192,000.00 80.00 BELLEROSE 2,681.49 383,215.38 79.98 Paterson 2,415.00 368,000.00 80.00 LEWES 1,182.83 241,600.00 80.00 Boston 1,586.67 272,000.00 80.00 BOOTHWYN 583.83 90,400.00 80.00 TUCSON 935.46 147,866.21 80.00 CHICAGO 1,018.06 144,716.36 80.00 CHARLOTTE 906.67 128,000.00 80.00 WHEATON 2,195.83 340,000.00 80.00 FORT XXXXX 1,150.42 200,799.99 79.81 TINLEY PARK 1,232.71 194,000.00 80.00 GRANTS PASS 997.50 152,000.00 80.00 XXXXX 609.50 110,399.99 80.00 STREAMWOOD 966.88 168,764.43 80.00 XXXXXX 1,192.94 184,713.02 80.00 Toms River 1,219.36 191,900.00 79.99 SAINT XXXXXX 1,346.67 202,000.00 79.22 PATASKALA 781.37 131,599.99 79.76 LOVELAND 775.00 120,000.00 80.00 Boston 2,624.27 427,000.00 70.00 VIRGINIA BEACH 1,547.11 223,829.56 80.00 APPLE VALLEY 1,610.00 224,000.00 80.00 BOYNTON BEACH 893.75 132,000.00 80.00 PONTIAC 756.13 114,411.35 79.99 CHICAGO 1,019.01 150,500.00 69.04 NEWBURGH 1,250.77 186,902.21 80.00 Xxxxxxxxx 1,164.12 158,543.55 95.00 Boston 2,796.35 455,000.00 70.00 XXXXXX 559.37 79,940.63 80.00 Durham 384.57 54,708.85 78.57 FORT XXXXX 457.25 74,399.97 80.00 DETROIT 381.25 60,000.00 80.00 SURPRISE 1,093.29 198,030.00 70.00 LEES SUMMIT 1,973.44 310,574.00 95.00 AVONDALE 1,207.69 214,699.98 79.97 LITHIA 1,107.17 204,400.00 79.98 SURPRISE 1,143.83 189,324.17 94.99 FAIRVIEW 2,399.98 334,763.56 75.28 SHOW LOW 2,318.86 353,350.00 79.99 Charlotte 677.53 108,404.00 80.00 OKLAHOMA CITY 460.82 68,345.30 95.00 CLEVELAND 560.53 82,863.38 80.00 ALAMEDA 2,454.17 380,000.00 69.98 ORMOND BEACH 1,546.67 232,000.00 80.00 XXXXX 1,690.10 295,000.00 77.23 SAN ANTONIO 553.33 72,754.75 70.00 FORT XXXXXX 920.83 136,000.00 80.00 RICHMOND 499.58 87,200.00 80.00 DAYTON 294.00 44,800.00 80.00 INDEPENDENCE 682.00 105,600.00 80.00 LARGO 875.63 140,100.00 79.97 SURPRISE 1,362.00 204,300.00 79.99 HANFORD 991.30 148,877.87 63.40 BRONX 2,393.49 353,500.00 70.00 BRANSON 540.00 96,000.00 80.00 ASHBURN 1,820.00 312,000.00 80.00 Belmont 2,898.44 525,000.00 70.00 LYNCHBURG 730.62 98,335.63 80.00 LYNCHBURG 730.62 98,335.63 79.35 DAYTON 302.06 43,167.94 80.00 HARLINGEN 607.16 107,940.00 70.00 XXXXXX 1,863.75 284,000.00 82.32 EAST DURHAM 692.41 101,420.82 70.00 STOCKTON 1,255.63 215,250.00 72.97 ODENTON 1,458.00 259,200.00 80.00 WOODSIDE 2,666.67 400,000.00 69.57 CANTON 1,461.33 219,200.00 80.00 SAINT LOUIS 689.06 94,500.00 70.00 Camden 457.38 61,538.05 80.00 COLUMBUS 1,380.75 220,920.00 80.00 NORTH MIAMI 516.25 84,000.00 69.71 VIRGINIA BEACH 891.28 158,450.00 69.99 KANSAS CITY 526.83 87,200.00 80.00 AKRON 351.75 53,600.00 80.00 SAINT LOUIS 740.10 101,500.00 70.00 Xxxxxx 1,250.00 200,000.00 74.91 TOPEKA 295.83 40,000.00 80.00 GREENVILLE 376.48 59,250.00 75.00 VIENNA 5,031.25 700,000.00 80.00 OZONE PARK 1,611.46 297,500.00 70.00 AURORA 708.75 126,000.00 70.00 GOODLETTSVILLE 757.35 134,640.00 80.00 CHICAGO 854.76 115,044.70 80.00 APPLE VALLEY 1,520.00 228,000.00 80.00 Irvington 1,282.36 183,263.89 70.00 MURRIETA 3,332.00 470,400.00 80.00 XXXXXXXXX 1,404.00 249,600.00 80.00 ZEPHYRHILLS 1,759.33 301,600.00 80.00 MERIDEN 1,100.00 192,000.00 80.00 PHILADELPHIA 357.00 54,400.00 80.00 SANTA XXXX 2,465.22 401,120.00 80.00 PROVIDENCE 1,588.62 227,031.38 80.00 WASHINGTON 2,571.80 376,410.02 65.00 GLENDALE 1,453.50 244,800.00 80.00 UPPER MARLBORO 1,610.00 276,000.00 80.00 RESTON 1,484.00 254,400.00 80.00 East Boston 2,171.88 417,000.00 68.36 CHICAGO 1,012.00 147,200.00 80.00 AURORA 888.33 131,200.00 80.00 PHOENIX 767.81 136,500.00 70.00 Cottonwood 931.00 156,800.00 70.00 HOMESTEAD 881.56 162,750.00 70.00 KANSAS CITY 504.90 67,955.52 80.00 HILLSBORO 622.71 106,750.00 70.00 LAKE OSWEGO 1,485.00 259,199.99 80.00 NEW LONDON 396.76 54,682.34 79.88 GRANTS PASS 976.72 164,500.00 70.00 XXXXXX 1,378.12 244,999.99 70.00 AIKEN 493.05 67,953.20 80.00 BUFFALO 279.13 39,890.37 80.00 CLERMONT 2,008.13 283,500.00 90.00 Louisville 516.85 67,957.73 80.00 NEWPORT NEWS 1,064.00 182,400.00 80.00 LOS ANGELES 3,262.50 580,000.00 78.91 MIAMI 3,286.67 464,000.00 80.00 XXXXXXX ESTATES 732.42 149,599.99 80.00 NAMPA 625.63 115,500.00 70.00 POWDER SPRINGS 758.33 104,000.00 80.00 Alpharetta 6,353.99 999,971.85 75.47 DETROIT 443.81 71,010.00 90.00 JACKSONVILLE BEACH 1,401.09 220,500.00 70.00 ANGOLA 4,544.08 611,599.67 80.00 BOILING SPRINGS 729.75 111,200.00 80.00 Apopka 6,354.17 1,000,000.00 64.52 BRONX 2,305.63 357,000.00 70.00 SPOKANE 771.83 118,897.54 70.00 ORLANDO 968.75 155,000.00 68.89 BROOKLYN 2,635.72 416,623.03 65.67 TYLER 575.25 93,600.00 80.00 PHILADELPHIA 687.92 101,600.00 80.00 Alpharetta 3,875.93 515,591.02 80.00 TOPEKA 207.20 29,977.17 80.00 CHICAGO 1,058.65 163,920.00 80.00 TOPEKA 207.20 29,977.17 80.00 TOPEKA 248.64 35,972.61 80.00 E FALLOWFIELD 2,137.20 277,781.61 95.00 MESA 5,733.33 860,000.00 80.00 GREENVILLE 635.00 101,600.00 80.00 RENTON 1,516.67 280,000.00 80.00 LANSING 560.00 84,000.00 80.00 EL PASO 612.50 97,999.43 70.00 Raleigh 853.13 136,500.00 70.00 BIRMINGHAM 400.62 55,880.53 80.00 BARTOW 2,152.50 328,000.00 80.00 OKLAHOMA CITY 346.34 47,136.45 80.00 CHICAGO 3,902.24 507,192.55 70.00 ORMOND BEACH 1,280.67 180,800.00 80.00 DETROIT 413.66 65,100.00 70.00 HOLLYWOOD 1,775.00 284,000.00 80.00 NORTH CHARLESTON 452.42 80,430.00 70.00 VANCOUVER 1,189.45 181,250.00 79.99 AVONDALE 1,551.69 244,200.00 95.00 JACKSONVILLE 632.40 93,400.00 84.91 SEGUIN 762.76 99,139.91 80.00 SOUTHFIELD 1,756.67 248,000.00 80.00 KENT 1,854.83 287,200.00 80.00 ROWESVILLE 489.05 78,248.00 80.00 MASPETH 2,560.94 447,000.00 70.00 Mutttontown 9,187.50 1,470,000.00 70.00 XXXX OAKS 2,744.88 449,532.11 65.00 DARLINGTON 1,748.84 299,801.17 73.53 NORTH HOLLYWOOD 2,606.25 417,000.00 73.16 NEW DURHAM 2,028.91 367,500.00 79.89 RANCHO PALOS VERDES 5,912.42 993,310.46 65.76 SAN ANTONIO 437.80 57,564.20 80.00 PORT SAINT LUCIE 1,547.13 235,753.00 70.00 COLUMBUS 446.25 68,000.00 80.00 KANSAS CITY 444.94 79,100.00 70.00 NORTH CHARLESTON 898.96 143,834.00 80.00 FOUNTAIN 863.33 129,500.00 70.00 BALTIMORE 785.42 116,000.00 80.00 LAWRENCEVILLE 1,324.58 231,200.00 80.00 HOMESTEAD 716.51 108,978.37 50.73 LA VERGNE 628.33 116,000.00 80.00 NORTH LAS VEGAS 1,968.00 393,600.00 80.00 WASHINGTON 823.04 106,975.16 80.00 ATLANTA 898.09 116,729.24 80.00 Cumming 644.22 108,500.00 70.00 HILLSBORO 668.06 106,890.00 70.00 JACKSONVILLE 708.58 107,974.08 80.00 Wilmington 1,507.91 307,999.65 79.38 Las Cruces 1,972.19 271,812.81 80.00 VISALIA 1,378.85 217,000.00 70.00 SCAPPOOSE 1,092.50 184,000.00 80.00 SALEM 535.00 85,600.00 80.00 Santa Xxxxx 1,634.17 296,000.00 65.78 JACKSONVILLE 412.50 60,000.00 80.00 OZARK 1,291.41 213,750.00 75.00 CHICAGO 1,282.49 187,853.34 80.00 SCOTTSDALE 2,740.83 404,800.00 80.00 HOUSTON 380.66 52,463.87 75.00 ELMHURST 4,244.03 591,981.89 80.00 WASHINGTON 3,769.54 438,545.30 75.00 CHICAGO 1,566.67 210,861.98 79.62 XXXXXXXX 782.25 119,200.00 80.00 Powder Springs 2,346.67 352,000.00 80.00 PHOENIX 1,240.00 192,000.00 80.00 GLENDALE 755.21 125,000.00 57.34 MODESTO 1,966.67 320,000.00 80.00 LAS VEGAS 715.00 104,000.00 80.00 WALDORF 3,350.34 509,571.53 64.15 LISLE 888.02 155,000.00 77.50 SALEM 794.06 115,500.00 70.00 SPARTANBURG 297.17 40,472.83 75.00 SPOKANE 440.84 60,758.16 80.00 RIDGE 2,003.78 331,660.00 70.00 PHOENIX 773.33 116,000.00 80.00 WAKE FOREST 645.25 106,800.00 80.00 KANSAS CITY 511.88 91,000.00 70.00 XXXXXXX 836.33 154,400.00 80.00 MINNEAPOLIS 1,118.74 159,881.26 80.00 SPRING CITY 1,490.62 238,499.99 75.00 PINE BLUFFS 406.67 64,000.00 49.23 WASHINGTON 3,833.98 446,041.80 75.00 MARICOPA 1,136.96 167,920.00 80.00 GIBSONTON 1,186.59 175,250.00 79.99 CHEYENNE 419.38 66,000.00 61.68 ANNAPOLIS 1,400.00 280,000.00 80.00 SEAFORD 3,770.36 519,642.14 80.00 ESSEX 1,658.44 274,500.00 79.57 DES MOINES 1,372.50 216,000.00 80.00 KANSAS CITY 444.94 79,100.00 70.00 Scottsdale 2,023.17 262,960.60 80.00 MARYSVILLE 859.19 158,620.00 70.00 FORT LAUDERDALE 1,450.42 209,840.20 70.00 LIBERTY LAKE 839.79 139,000.00 57.92 Raleigh 1,146.33 171,950.00 95.00 SILVER SPRING 2,530.00 352,000.00 80.00 MIRA LOMA 1,370.83 235,000.00 50.54 KATONAH 4,265.62 649,999.99 69.59 Xxxx 2,432.50 333,600.00 80.00 XXXXXXX 1,204.58 196,000.00 80.00 PROVIDENCE 938.54 170,000.00 65.38 WOODBRIDGE 3,527.94 480,477.39 80.00 CAPE CORAL 1,584.84 241,500.00 64.40 Atlanta 704.16 107,300.00 77.75 RENO 1,535.00 307,000.00 75.80 RANDALLSTOWN 807.55 164,946.39 68.75 PERINTON 870.68 96,009.40 95.00 FRAMINGHAM 1,241.75 221,823.53 80.00 Vienna 2,491.67 460,000.00 79.17 Phippsburg 1,524.29 217,675.41 74.91 Detroit 475.47 67,949.53 80.00 Detroit 409.04 58,412.60 90.00 Washington 4,829.81 701,892.04 80.00 Fort Washington 2,621.23 483,920.00 80.00 Clermont 1,942.50 296,000.00 80.00 Manassas 2,065.00 336,000.00 80.00 Fort Washington 1,650.00 264,000.00 80.00 Sterling 2,258.71 318,889.03 80.00 Washington 1,835.58 345,520.00 80.00 Suisun City 2,038.34 343,300.00 70.06 Manassas 2,580.38 393,200.00 80.00 Woodbridge 2,047.50 312,000.00 80.00 Centreville 1,754.50 290,400.00 80.00 Fairfax 2,875.00 460,000.00 80.00 Culpeper 2,056.33 318,400.00 80.00 Fredericksburg 1,000.00 160,000.00 80.00 Xxxxxxxx 3,187.50 600,000.00 80.00 Fredericksburg 1,430.00 208,000.00 80.00 Cooksville 4,560.00 768,000.00 80.00 Manassas 1,829.48 287,918.64 80.00 Manassas 1,937.50 300,000.00 80.00 Winston Salem 472.03 79,500.00 49.98 Temple Hills 1,822.73 318,149.73 70.70 Germantown 904.39 157,857.99 54.48 Manassas 1,860.00 297,600.00 80.00 Richmond 797.50 132,000.00 80.00 Alexandria 1,438.13 212,400.00 80.00 Clinton 2,728.32 467,712.00 80.00 Upper Marlboro 3,673.43 551,014.00 80.00 Gaithersburg 922.26 167,050.00 65.00 Arlington 2,537.50 420,000.00 80.00 Beltsville 1,018.67 152,800.00 80.00 Manassas 1,532.50 245,200.00 80.00 Woodbridge 1,809.50 263,200.00 80.00 Capitol Heights 715.00 143,000.00 65.00 Culpeper 908.25 138,400.00 80.00 Alexandria 1,312.50 200,000.00 80.00 Woodbridge 2,007.92 316,000.00 79.90 Manassas 2,190.00 350,400.00 80.00 Takoma Park 2,460.00 393,600.00 80.00 Woodbridge 2,977.33 510,400.00 80.00 Leesburg 1,887.03 287,548.00 80.00 Aldie 2,648.57 438,384.00 80.00 TAMARAC 1,255.69 193,246.11 80.00 Reston 1,500.00 240,000.00 80.00 Manassas 1,507.50 241,200.00 80.00 Woodbridge 1,470.00 235,200.00 60.00 Falls Church 2,337.50 440,000.00 80.00 Baltimore 634.18 89,469.89 80.00 PORT REPUBLIC 2,565.00 456,000.00 80.00 STREAMWOOD 1,124.07 162,501.56 75.00 LOUISVILLE 725.00 120,000.00 75.00 BALTIMORE 376.98 58,080.09 70.00 Fargo 416.82 68,466.32 70.00 BEALETON 2,563.83 424,358.60 80.00 COLUMBIA 337.77 44,902.46 80.00 DOVER 2,001.19 275,618.87 80.00 BALTIMORE 614.36 86,673.96 80.00 CARENCRO 297.00 39,947.49 80.00 BALTIMORE 424.12 59,116.16 80.00 BALTIMORE 707.79 99,854.79 80.00 BALTIMORE 307.07 40,349.60 80.00 WALDORF 1,575.16 245,782.96 75.69 ARLINGTON 736.11 103,848.98 80.00 Pasadena 1,018.13 181,000.00 59.93 ARLINGTON 721.95 101,851.89 80.00 BALTIMORE 736.11 103,848.98 80.00 ARLINGTON 589.09 91,918.83 80.00 DAVIDSONVILLE 4,331.25 770,000.00 61.60 NEW CASTLE 323.56 41,550.70 80.00 YORK 469.61 63,957.06 80.00 VIRGINIA BEACH 1,214.03 189,095.39 80.00 RICHMOND 926.64 164,736.00 80.00 CUMBERLAND 496.62 72,743.21 80.00 POTTSTOWN 480.71 69,547.04 80.00 POTTSTOWN 689.98 99,823.99 79.92 BALTIMORE 645.25 106,800.00 75.00 Baltimore 675.16 111,750.00 73.76 SOUDERTON 2,177.81 279,834.69 80.00 Grant 793.75 86,087.14 74.17 MIAMI 3,040.10 456,575.44 64.82 XXXX 450.76 59,961.74 80.00 TAMPA 729.03 102,850.43 80.00 Romulus 405.89 59,453.59 70.00 Lakeland 1,031.63 143,274.66 80.00 West Palm Beach 1,510.94 229,220.41 77.97 UPPER MARLBORO 1,264.67 216,800.00 80.00 Albertson 3,698.75 538,000.00 55.18 Brooklyn 3,020.83 500,000.00 71.43 Wyandanch 1,081.59 158,301.89 70.00 ALTURA 702.01 104,116.68 79.85 Alexandria 5,413.09 823,307.74 80.00 APACHE JUNCTION 409.06 53,135.32 72.88 MOUNT LAUREL TOWNSHIP 1,549.11 205,936.13 80.00 IRVINGTON TOWNSHIP 1,987.25 255,197.23 70.00 NEW BRUNSWICK 1,685.94 269,750.00 65.00 PATERSON 2,112.50 312,000.00 65.00 BAYONNE 2,031.25 325,000.00 65.00 Trenton 735.01 94,388.02 70.00 WOODBRIDGE 1,781.25 300,000.00 80.00 MT OLIVE TOWNSHIP 1,101.38 139,838.32 80.00 TRENTON 826.04 104,878.73 70.00 JERSEY CITY 2,250.00 337,500.00 75.00 NORTH BERGEN TWP 2,582.67 359,989.48 70.00 PASSAIC 1,927.17 298,400.00 80.00 EAST ORANGE 1,773.08 238,643.79 80.00 EAST ORANGE 2,204.21 303,790.79 80.00 JERSEY CITY 4,887.50 680,000.00 80.00 MENDHAM TOWNSHIP 3,694.27 606,815.11 80.00 Miami 2,612.50 440,000.00 80.00 Hialeah 1,842.35 242,089.63 80.00 Hillsborough 1,721.88 274,708.19 80.00 Xxxxxxx River Township 530.29 84,682.56 45.95 Xxxxxxxxx 2,692.75 416,942.21 75.82 Newark 1,648.91 211,874.84 80.00 Fitchburg 1,602.37 231,302.24 80.00 Xxxxxxxx 1,953.61 279,920.00 80.00 Orange 2,019.59 271,642.95 80.00 Newark 2,350.83 364,000.00 80.00 Jersey City 2,193.70 291,187.99 80.00 Xxxx 1,917.01 311,920.00 80.00 Antioch 852.85 174,199.99 80.00 New Port Xxxxxx 1,282.50 228,000.00 80.00 Mobile 330.11 50,165.32 75.00 Nashville 3,636.76 552,667.15 80.00 Dunedin 1,351.63 235,920.00 80.00 Seminole 5,244.17 812,000.00 80.00 Largo 1,554.22 257,250.00 75.00 Mandeville 2,931.54 462,959.17 64.60 Dunedin 360.00 64,000.00 80.00 Clearwater 1,230.17 193,600.00 80.00 Ocala 1,016.67 160,000.00 76.19 Clearwater 1,170.00 208,000.00 65.00 Chattanooga 372.90 55,261.21 90.00 Hendersonville 4,871.60 679,520.07 80.00 Iuka 337.27 49,401.43 80.00 Auburn 796.25 156,000.00 80.00 Cape Coral 693.93 138,785.93 52.33 Xxxxxxx 873.01 126,207.05 80.00 Celebration 3,473.44 585,000.00 64.78 Orlando 985.42 172,000.00 80.00 Gulf Breeze 3,476.49 534,607.72 80.00 Nashville 436.51 63,103.52 80.00 Birmingham 1,319.60 263,920.00 80.00 JONESBORO 601.69 81,944.98 80.00 LITHONIA 503.12 86,249.00 75.00 Cincinnati 587.34 83,874.93 80.00 XXXX XXXXXX 1,006.98 127,926.35 80.00 MIAMI 1,538.27 219,836.73 80.00 Cincinnati 1,342.49 191,714.13 80.00 MARIETTA 619.55 86,357.54 79.50 Kennesaw 740.00 118,400.00 80.00 BLUE RIDGE 943.59 148,500.00 72.44 HIGH POINT 309.49 43,169.51 80.00 ATLANTA 2,001.37 254,253.63 80.00 Cincinnati 272.25 39,600.00 90.00 Port Xxxxxxx 2,567.78 405,513.49 65.00 Bayside 2,680.95 389,517.39 69.56 Fresh Xxxxxxx 3,159.83 480,595.90 64.13 Philadelphia 300.18 41,371.51 90.00 Westampton 1,108.25 177,320.00 80.00 Philadelphia 1,145.83 199,999.99 80.00 Northfield 3,994.83 584,683.59 80.00 Woodbury 1,595.21 230,610.42 80.00 Ocean City 5,781.25 925,000.00 46.25 BROOKLYN 1,157.82 161,498.93 89.79 Brooklyn 2,561.24 399,292.23 61.54 College Point 3,412.17 486,547.36 80.00 Laurel 4,140.59 583,721.70 90.00 Chicago 1,136.98 185,000.00 54.09 JERSEY CITY 5,971.88 910,000.00 70.00 NOGALES 468.75 75,000.00 55.35 PLACENTIA 2,383.33 416,000.00 65.00 SURPRISE 839.65 109,133.85 79.13 UPLAND 2,375.89 414,700.00 65.00 CHINO 1,564.06 273,000.00 65.00 PLACENTIA 2,979.17 520,000.00 65.00 EL CENTRO 1,136.23 186,585.31 79.57 YUMA 631.37 94,743.97 65.00 Laredo 555.72 61,567.97 80.00 GREELEY 614.58 100,000.00 80.00 GREELEY 835.83 136,000.00 80.00 GREELEY 1,155.42 188,000.00 80.00 PALM SPRINGS 2,422.50 408,000.00 80.00 Rio Rico 1,003.12 138,252.79 75.00 Xxxxxxxxxx 926.10 139,085.90 80.00 Chicago 1,537.21 233,495.33 65.00 Minneapolis 716.41 99,858.39 80.00 Chicago 1,238.31 188,131.24 58.00 Little Rock 791.32 115,634.75 80.00 Xxxxxx 873.19 127,799.68 80.00 Brighton 923.98 161,276.00 80.00 KINGSVILLE 1,536.75 239,575.33 58.68 Chicago 1,425.54 216,608.27 62.00 Florissant 655.51 93,610.42 75.00 Atlanta 697.50 108,000.00 80.00 Orlando 1,182.58 177,457.74 75.00 Orlando 1,482.18 219,398.31 80.00 Ellijay 1,044.10 143,900.90 80.00 Tampa 1,304.32 193,445.18 80.00 New River 1,197.54 179,404.65 64.52 Millington 573.03 83,802.22 80.00 Savannah 755.25 127,200.00 79.55 Arvada 1,325.00 212,000.00 80.00 Davie Beach 1,827.17 251,652.02 80.00 York 779.62 104,931.32 48.84 Granbury 861.41 120,069.70 80.00 Chicago 1,215.32 184,200.57 54.41 WASHINGTON 1,530.00 244,800.00 80.00 ELLICOTT CITY 2,910.42 508,000.00 80.00 FORKED RIVER 1,522.50 232,000.00 79.73 EASTON 2,617.97 307,852.45 80.00 LAREDO 903.86 142,610.06 65.00 MESA 1,127.34 216,450.00 65.00 XXXXXX 1,788.33 296,000.00 80.00 MISSION 733.77 99,865.35 71.43 PHOENIX 1,037.77 120,966.74 48.80 BELLEVUE 2,075.75 311,740.11 80.00 ORANGE 2,031.67 368,000.00 80.00 MCALLEN 823.88 116,315.74 74.98 XXXXXX 2,090.00 304,000.00 80.00 SEVERNA PARK 1,889.81 302,370.00 70.00 SUN CITY WEST 919.71 139,882.37 51.47 WESLACO 1,914.97 204,387.63 60.65 CEDAR PARK 1,053.78 154,230.25 80.00 DECATUR 1,530.94 213,000.00 75.00 FORT WORTH 300.78 52,500.00 75.00 LEESBURG 2,039.58 356,000.00 80.00 XXXXXXXXX 2,219.29 244,235.40 70.00 GREAT FALLS 5,017.19 845,000.00 65.00 SILVER SPRING 1,660.82 198,591.66 50.38 ATHENS 826.15 127,920.00 80.00 SILVER SPRING 1,787.50 312,000.00 80.00 MIDDLETOWN 1,057.50 188,000.00 80.00 CAPITOL HEIGHTS 1,250.33 193,600.00 80.00 MESA 1,127.34 216,450.00 65.00 ROUND ROCK 508.08 87,099.98 65.00 MCALLEN 788.83 104,797.75 70.00 CEDAR PARK 899.32 140,326.08 61.07 XXXXXXX 2,145.21 337,607.20 80.00 MESA 1,776.71 247,824.96 80.00 CLAREMONT 1,654.79 338,000.00 59.30 ORANGE 1,230.32 165,591.61 74.98 XXXXXXXX 1,718.48 257,661.09 70.00 SAN FRANCISCO 3,382.44 520,599.47 70.00 XXXXXX 1,305.21 223,750.00 59.99 MISSION 1,516.69 194,768.92 75.00 SANTA XXX 3,027.13 454,627.04 73.98 SAN ANTONIO 708.08 114,888.96 52.27 PHOENIX 671.13 109,200.00 65.00 GREAT FALLS 3,312.60 649,000.00 64.96 TOMS RIVER 1,740.00 288,000.00 80.00 SPRING LAKE 3,521.71 549,514.75 27.50 HOLLYWOOD 1,715.92 279,200.00 80.00 HILLSDALE 2,644.01 461,500.00 65.00 MINNEAPOLIS 1,794.58 292,000.00 80.00 BROWNSVILLE 710.22 106,574.47 70.00 MINNEAPOLIS 950.00 152,000.00 80.00 LAREDO 483.48 69,893.13 61.41 PHOENIX 698.00 139,600.00 60.70 BIG BEAR LAKE 4,604.69 673,943.69 75.00 YONKERS 2,500.00 399,999.99 80.00 WASHINGTON 2,517.50 424,000.00 80.00 TOTOWA 5,124.04 779,344.71 65.00 BELLINGHAM 1,330.00 224,000.00 80.00 RICHMOND 716.29 104,918.08 75.00 TAKOMA PARK 744.62 134,875.00 65.00 CORONA 2,265.63 375,000.00 47.90 WESLACO 650.97 94,033.49 65.00 MCALLEN 902.12 104,951.01 75.00 ARIZONA CITY 867.15 131,889.10 74.16 WASHINGTON 4,444.27 805,000.00 70.00 MESA 1,130.73 217,100.00 65.00 REMINGTON 1,803.65 346,300.00 80.00 PHOENIX 372.40 65,000.00 65.00 BALTIMORE 1,083.75 204,000.00 80.00 Encino 6,552.73 1,031,250.00 75.00 San Antonio 504.85 67,070.57 80.00 OAK POINT 722.23 101,966.15 80.00 Dallas 969.00 163,200.00 80.00 OAK POINT 668.64 94,399.63 80.00 Bethlehem 975.00 156,000.00 80.00 Stockbridge 848.57 121,268.17 75.85 Frisco 653.41 108,150.00 75.00 Xxxxx 1,281.92 176,555.86 80.00 Ellenwood 495.00 86,400.00 80.00 Loris 875.83 137,702.58 65.98 Round Rock 861.09 150,300.00 90.00 Plano 545.16 86,093.64 74.61 Stockbridge 1,485.75 226,400.00 80.00 Rockport 504.35 70,300.32 78.22 Hapeville 534.90 71,108.89 80.00 Dallas 449.54 61,957.34 80.00 San Diego 3,735.93 575,504.07 79.45 Dallas 405.63 64,900.00 72.11 Prescott 1,362.06 209,637.36 75.00 Lincoln 727.18 103,922.82 65.00 Pflugerville 802.95 140,151.00 75.00 FT WORTH 616.00 105,600.00 80.00 Dacula 712.48 110,320.00 80.00 Xxxxxx 689.42 112,177.00 80.00 San Diego 2,594.68 389,680.32 63.41 Xxxxxxxx 341.77 50,060.92 78.28 Mesquite 663.32 90,154.95 80.00 Midway City 2,979.17 520,000.00 80.00 Xxxxxxxxx 620.50 116,800.00 80.00 Los Angeles 2,389.06 417,000.00 76.23 San Diego 2,050.34 332,366.42 64.66 Grand Prairie 283.73 36,855.13 90.00 Houston 787.50 120,000.00 80.00 Dallas 742.83 103,391.42 75.00 Vista 3,105.84 460,631.35 72.03 Marietta 763.58 130,900.00 47.10 FATE 558.71 90,052.59 75.00 Lewisville 392.08 54,000.33 75.00 Abingdon 1,117.31 181,800.00 79.74 Valdosta 928.47 129,508.53 80.00 Mcallen 661.79 93,157.29 88.63 Albuquerque 906.18 129,407.04 80.00 Riverdale 534.90 71,154.60 80.00 San Antonio 387.82 56,604.44 74.31 Douglasville 1,127.32 208,120.00 80.00 Deer Park 493.05 67,953.20 80.00 Myrtle Beach 921.87 149,999.99 80.00 Valdosta 504.85 69,531.85 80.00 Spring 312.19 55,500.00 75.00 Xxxxxx 464.04 63,911.63 80.00 Xxxxxx 1,220.75 239,168.00 80.00 XXXXXX 666.99 106,718.00 80.00 Mesquite 556.27 76,614.07 80.00 Irving 513.00 74,963.19 80.00 Eden Prairie 747.08 130,400.00 80.00 Houston 981.52 138,572.63 80.00 Stockbridge 706.05 125,520.00 80.00 OAK POINT 607.50 97,200.00 80.00 Dallas 1,466.32 251,369.49 79.98 Jefferson 1,136.49 172,708.48 61.79 Arlington 782.87 129,578.00 80.00 Houston 998.53 151,614.71 80.00 OAK POINT 650.82 92,940.41 80.00 Farmers Branch 447.50 63,844.70 80.00 Albuquerque 1,111.25 190,500.00 90.28 Oklahoma City 657.35 103,905.98 78.20 Honolulu 7,625.00 1,200,000.00 75.00 Las Vegas 3,414.58 596,000.00 80.00 Pasadena 3,033.93 479,566.07 62.42 ANTIOCH 3,106.87 497,538.76 64.84 SAN MARCOS 3,366.22 518,553.16 64.07 COEUR D ALENE 6,548.89 958,497.70 80.00 XXXXXX 3,425.00 548,000.00 80.00 SPOKANE 1,661.46 275,000.00 64.71 CARMEL VALLEY 3,431.25 610,000.00 56.74 Xxxxxxx 427.00 64,851.90 77.66 Carrollton 466.67 80,000.00 80.00 ALPINE FOREST 1,243.75 199,000.00 62.19 CERES 1,855.42 292,000.00 80.00 Indianapolis 594.67 86,029.16 74.87 HOPKINSVILLE 475.47 67,898.74 80.00 XXXXXXXX 516.25 71,151.00 80.00 INDIANAPOLIS 466.21 67,448.63 87.66 COSHOCTON 285.24 40,241.48 65.00 HOPKINSVILLE 660.06 94,259.44 80.00 INDIANAPOLIS 452.99 63,953.68 80.00 LOUISVILLE 1,023.26 150,000.00 80.00 HOPKINSVILLE 358.00 51,123.76 80.00 HOPKINSVILLE 503.43 71,892.81 80.00 HOPKINSVILLE 486.65 69,496.38 80.00 HOPKINSVILLE 402.75 57,514.23 80.00 Aurora 1,073.99 153,371.31 80.00 Milwaukee 771.92 125,600.00 80.00 Cape Coral 1,423.33 223,999.90 80.00 Keystone 896.00 153,600.00 80.00 Kenosha 545.00 87,200.00 80.00 Milwaukee 663.75 108,000.00 80.00 Xxxxxxx 811.17 125,600.00 80.00 Coral Gables 2,561.99 455,464.44 39.82 Ashburn 766.92 116,864.00 95.00 Shelter Island 2,760.42 500,000.00 33.33 Alexandria 3,216.39 459,315.09 80.00 Manassas 3,141.27 519,935.00 65.00 Silver Spring 3,912.74 636,650.00 85.00 Alexandria 2,502.72 444,928.74 87.25 Alexandria 2,898.98 448,875.00 95.00 Falls Church 1,342.50 191,714.13 80.00 Cape Coral 4,710.25 837,378.07 69.79 Washington 6,485.99 997,253.50 50.00 Manassas 2,933.13 494,000.00 94.10 CLEVELAND 362.67 54,400.00 80.00 KAILUA 7,296.73 1,124,031.40 75.00 PINEVILLE 591.62 78,649.23 75.00 Honolulu 3,989.90 691,371.03 80.00 PLEASANT HILL 986.32 146,282.93 80.00 XXXXXXXXX 2,912.75 458,400.00 80.00 Xxxxxx 607.24 87,853.10 79.93 Elberton 968.68 145,480.65 80.00 Ventura 1,306.66 145,904.57 23.85 Xxxxxxx 1,007.92 164,000.00 80.00 Mesa 499.58 87,200.00 80.00 Tucson 464.13 67,148.20 80.00 Sun City 834.33 131,274.23 80.00 Myrtle 369.45 47,443.71 95.00 Scottsdale 6,024.04 915,205.81 70.00 Tempe 850.00 136,000.00 80.00 Olathe 1,164.32 147,829.08 80.00 Phoenix 807.33 121,100.00 70.00 Phoenix 1,106.25 180,000.00 80.00 Tucson 1,177.48 168,022.71 80.00 Paradise Valley 10,360.13 1,497,710.23 57.69 Cottonwood 1,540.63 246,500.00 79.99 Kansas City 566.47 77,043.55 80.00 Phoenix 2,300.31 433,000.00 61.86 Kansas City 493.09 67,063.83 80.00 Phoenix 1,422.15 224,592.10 74.26 Apache Junction 652.50 108,000.00 80.00 Yuma 1,168.75 220,000.00 64.71 Phoenix 1,380.49 245,420.80 65.00 Phoenix 1,005.95 146,320.00 80.00 WEST FARGO 761.86 119,900.00 79.99 SPRING 638.06 87,755.36 80.00 HOUSTON 492.32 68,671.50 80.00 SPRING 638.06 87,755.36 80.00 SAN ANTONIO 620.06 93,123.61 79.98 HOUSTON 629.33 86,554.72 80.00 GROSSE POINTE FARMS 1,745.42 284,000.00 80.00 SPRING 638.06 87,755.36 80.00 Palm Bay 729.23 120,700.00 75.14 Titusville 1,635.04 233,491.84 80.00 palmbay 999.41 144,365.27 79.97 San Diego 1,623.14 299,657.50 61.22 San Diego 2,077.29 383,500.00 65.00 Xxxxx 336.22 60,900.00 70.00 Cincinnati 470.17 72,800.00 65.00 West Springfield 1,284.09 174,764.37 74.79 Columbus 813.15 119,013.47 80.00 Xxxxxx 691.17 91,882.26 80.00 Newark 840.98 134,675.15 80.00 Fredericktown 614.86 84,741.64 80.00 Pittsburgh 353.63 51,161.04 80.00 Columbus 478.26 68,349.24 80.00 Pennsburg 1,338.25 208,715.60 69.90 Fredericktown 761.11 114,306.22 80.00 Harrisburg 818.23 105,137.90 80.00 Union 956.51 131,829.22 80.00 BETHEL 2,259.75 314,400.00 80.00 Westbury 2,113.75 356,000.00 80.00 Bay Shore 1,458.33 280,000.00 80.00 WATERTOWN 3,789.67 561,597.67 75.00 Freeport 1,480.99 258,500.00 63.83 Elmont 2,376.67 368,000.00 80.00 Fort Worth 826.45 115,278.58 80.00 Xxxxxx 958.04 143,803.93 80.00 Kellyville 534.96 67,960.87 80.00 Lithia 1,750.06 266,176.19 80.00 XXXXXXX 848.75 145,500.00 79.99 BETHESDA 7,205.38 993,066.10 75.00 Xxxxxx 1,450.00 240,000.00 80.00 SILVER SPRING 2,576.25 458,000.00 61.48 Xxxxxxx 764.67 118,400.00 80.00 LAUREL 590.00 96,000.00 80.00 Leesburg 2,607.11 490,750.00 63.32 GERMANTOWN 1,720.83 280,000.00 80.00 Xxxxxxx 1,020.94 178,200.00 79.98 Lewiston 1,137.72 179,673.68 75.00 Portland 578.84 90,240.04 80.00 Xxxxxxxx Township 580.06 79,944.94 80.00 Chicopee 1,160.11 159,889.89 80.00 Highland 1,050.00 180,000.00 79.65 Converse 452.41 67,888.19 80.00 Emerald Isle 7,682.29 1,250,000.00 52.63 Xxxxxxx 815.88 119,412.84 79.79 Saint Petersburg 832.04 122,919.98 65.00 Derby 504.35 70,350.32 80.00 Washington 632.07 99,818.71 45.45 PERRYVILLE 741.17 105,921.33 80.00 Waukegan 1,220.98 166,288.35 78.49 Wilmington 2,131.06 347,862.69 80.00 Charlotte 689.00 100,841.94 74.81 Lebanon 1,152.56 179,268.16 80.00 Denver 1,080.57 158,152.11 80.00 Raynham 1,010.45 169,928.09 47.49 San Antonio 660.06 94,188.50 80.00 Freedom 768.42 124,562.54 80.00 San Antonio 495.95 68,352.93 80.00 Chicopee 1,264.52 174,279.98 80.00 Pleasant View 1,466.21 255,920.00 80.00 XXXXXXXX 1,118.77 163,732.73 80.00 Weymouth 961.93 167,900.00 73.36 Charlotte 958.04 143,763.23 80.00 Dorchester 1,472.40 257,000.00 60.47 Xxxxxxxx 1,166.67 224,000.00 80.00 Elkton 1,454.37 207,690.30 80.00 SAN ANTONIO 346.39 48,868.94 79.58 Assonet 1,074.22 187,500.00 69.96 Xxxxxx 398.20 62,943.05 48.46 Mashpee 1,325.73 204,047.05 68.59 GOSHEN 629.36 79,953.97 80.00 TULARE 477.39 59,966.36 80.00 VISALIA 790.23 101,479.61 80.00 FRESNO 1,256.91 161,408.49 80.00 Las Vegas 729.50 97,312.62 75.00 Las Vegas 604.34 87,366.43 70.00 MURRIETA 1,691.67 280,000.00 70.00 Maineville 1,030.46 176,650.00 79.98 HAGERSTOWN 1,541.76 249,923.58 80.00 CHARLOTTESVILLE 392.00 78,400.00 80.00 LAUREL 1,675.00 240,000.00 80.00 CHARLOTTESVILLE 390.00 72,000.00 75.00 CHARLOTTESVILLE 604.35 100,598.80 70.00 CHARLOTTESVILLE 431.00 69,866.82 74.47 CHARLOTTESVILLE 771.38 145,200.00 74.98 WICHITA 592.46 96,400.00 74.98 CHARLOTTESVILLE 683.67 117,200.00 80.00 Charlottesville 1,008.33 193,600.00 80.00 Washington 1,794.58 292,000.00 80.00 CHARLOTTESVILLE 357.00 67,200.00 74.99 MIAMI 1,695.31 262,500.00 75.00 WICHITA 592.46 96,400.00 74.98 VIENNA 3,009.50 463,600.50 64.90 Temple 381.94 50,155.64 75.00 Myrtle Beach 639.71 118,100.00 69.96 Macon 299.53 40,499.93 90.00 Jacksonville 1,250.00 200,000.00 80.00 San Bernardino 2,572.13 391,943.59 80.00 Grand Rapids 473.30 62,898.47 70.00 Xxxxxxxxxxx 831.25 114,000.00 80.00 Grand Rapids 478.93 63,585.72 69.29 Myrtle Beach 618.33 112,000.00 80.00 Elkmont 1,180.35 172,966.71 80.00 Kansas City 339.55 50,278.38 80.00 Miami 1,074.52 168,737.70 79.07 Macon 330.00 49,500.00 90.00 Rochester 912.80 124,147.93 80.00 Saint Augustine 10,105.78 1,497,593.82 68.18 Riverside Area 1,603.21 295,977.94 80.00 SOUTH LAKE TAHOE 1,920.10 284,772.09 68.67 XXXX 3,891.59 599,483.41 80.00 PICO XXXXXX 2,854.15 428,093.48 75.93 KOLOA 1,724.48 301,000.00 70.00 CASA GRANDE 798.36 119,650.25 83.92 SHOREVIEW 570.77 87,848.03 80.00 POMONA 1,796.67 308,000.00 80.00 SANTA XXX 2,718.75 450,000.00 75.00 N LAS VEGAS 1,256.67 208,000.00 80.00 XXXXXXXXX 4,000.00 640,000.00 80.00 MIDWAY CITY 3,356.23 479,285.31 79.08 REDLANDS 1,376.67 224,000.00 80.00 Bay Shore 1,321.83 226,600.00 80.00 Xxxxxxx 1,860.83 308,000.00 80.00 East Elmhurst 3,699.08 555,544.25 80.00 North Bergen 1,396.48 243,750.00 65.00 West Orange 1,389.58 230,000.00 63.19 Jamaica 3,592.64 539,112.15 80.00 Passaic 1,691.67 280,000.00 80.00 Far Rockaway 2,386.84 367,364.54 77.47 Hyattsville 1,546.67 256,000.00 80.00 Hyattsville 966.67 160,000.00 80.00 Hyattsville 1,879.40 275,285.08 75.48 Hahira 484.09 81,531.32 72.64 Coral Springs 1,291.15 199,919.70 80.00 Beulaville 528.66 71,153.42 80.00 Columbus 420.00 64,000.00 71.91 Lake Oswego 4,955.83 626,000.00 80.00 WILLINGBORO 1,463.67 218,640.42 80.00 Minneapolis 1,434.67 199,606.56 80.00 DOVE CANYON 5,208.24 823,255.09 80.00 VISALIA 1,352.08 220,000.00 80.00 SAN FRANCISCO 3,351.56 585,000.00 65.00 Concord 526.80 70,856.87 78.75 West New York 4,062.50 780,000.00 65.00 LAS VEGAS 2,177.89 303,785.44 80.00 Miami 4,275.00 760,000.00 80.00 Hialeah 925.00 148,000.00 80.00 Tampa 1,065.09 162,300.00 79.99 Melbourne 902.50 152,000.00 80.00 Miami Beach 3,153.26 479,191.17 80.00 MIAMI 2,190.00 350,400.00 80.00 LOS ANGELES 2,715.74 413,052.70 78.00 MILPITAS 2,650.89 413,267.45 59.57 GREENFIELD 1,344.65 209,595.11 44.68 SANTA XXX 1,786.85 271,541.65 77.71 SAN XXXX 3,456.41 543,960.00 80.00 ORANGE PARK 1,805.00 304,000.00 80.00 Columbia 368.46 47,890.97 80.00 Savannah 400.24 55,123.77 80.00 Jacksonville 474.30 70,287.07 80.00 Jacksonville 391.20 58,751.80 70.00 Jacksonville 1,922.89 318,272.00 80.00 Baltimore 538.90 80,766.23 55.86 Xxxxxx 875.89 123,660.44 75.00 Mount Pleasant 6,008.06 879,341.77 80.00 XXXXXXX 3,497.37 610,450.00 80.00 CULPEPER 2,195.36 383,190.48 80.00 QUEEN CREEK 1,224.00 217,600.00 80.00 UPPER MARLBORO 3,099.37 502,417.26 80.00 LAVEEN 1,632.79 238,975.43 80.00 LANCASTER 1,830.09 319,434.00 80.00 SURPRISE 1,560.71 249,713.00 80.00 TEMECULA 2,609.93 447,416.00 80.00 FAIRFIELD 3,665.79 663,992.00 80.00 Ponte Vedra Beach 4,790.18 718,816.20 80.00 Davie 1,126.00 151,550.80 79.99 Kennesaw 825.31 122,402.03 79.03 Xxxxxxx 485.08 71,942.42 80.00 Orlando 6,528.23 992,075.47 75.00 Xxxxxxxxx 1,303.33 195,739.42 79.99 Davie 1,203.78 186,819.54 62.67 Xxxxxx 640.48 91,532.02 80.00 Athens 915.01 141,978.49 87.72 Hoschton 3,439.22 497,571.10 66.39 Peachtree City 2,817.37 439,221.45 80.00 Pompano Beach 1,596.73 239,605.40 80.00 Pompano Beach 1,682.17 231,679.26 80.00 Atlanta 3,227.58 460,912.71 80.00 Lawrenceville 911.28 127,019.86 79.50 Xxxxx 923.81 125,815.52 89.99 Monroe 698.52 99,751.25 90.00 Stockbridge 668.16 94,262.93 80.00 Maitland 1,118.77 163,872.06 80.00 Lake Xxxxx 4,022.46 678,610.02 61.82 Alpharetta 4,007.28 785,100.00 80.00 Monroe 794.99 117,522.53 80.00 Orlando 1,156.30 173,514.23 65.00 Jacksonville 893.66 130,794.99 74.86 Bradenton 2,629.95 366,840.90 74.99 Xxxxxxx 662.73 102,568.32 90.00 Dunedin 793.88 124,868.91 80.00 Tampa 3,119.35 499,071.34 75.19 Marietta 1,127.27 173,499.87 79.99 Woodstock 2,244.82 309,386.94 80.00 Xxxxxx 913.75 172,000.00 80.00 Stockbridge 566.24 79,883.84 80.00 Virginia Beach 1,058.79 156,375.00 75.00 Cicero 700.00 112,000.00 74.67 PALM BEACH GARDENS 2,068.92 325,600.00 80.00 ALEXANDRIA 1,658.12 260,950.00 85.00 Roanoke 775.00 124,000.00 80.00 Reisterstown 2,009.58 364,000.00 65.00 MELBOURNE 1,182.98 192,485.24 70.00 SHERWOOD 1,667.97 262,500.00 75.00 BEDFORD 3,106.87 497,538.76 60.00 Arlington 2,903.91 472,500.00 72.64 Xxxxx Xxxx 1,805.00 304,000.00 80.00 PALM BAY 1,032.50 168,000.00 80.00 SAINT AUGUSTINE 815.63 135,000.00 58.95 Lauderhill 1,983.33 272,000.00 79.77 BRENTWOOD 1,181.25 210,000.00 52.76 Benicia 3,087.57 469,605.14 75.20 ORLANDO 2,807.29 490,000.00 52.97 WEST BABYLON 2,181.55 312,000.00 80.00 XXXXXXXXX 1,290.69 193,840.98 64.67 Oxnard 2,718.75 435,000.00 75.00 SAN BERNARDINO 1,376.67 214,619.57 62.87 APPLE VALLEY 1,924.27 318,500.00 65.00 Gahanna 738.33 134,634.52 80.00 COLUMBUS 961.25 161,151.65 65.00 COLUMBUS 1,018.92 170,820.73 65.00 Westerville 603.01 108,695.66 80.00 Westerville 588.09 108,886.34 79.99 COLUMBUS 1,109.48 183,937.06 65.00 Salt Lake City 587.85 97,300.00 70.00 Park City 1,601.30 279,500.00 80.00 MIDWAY 2,495.48 398,506.22 60.61 Park City 2,158.42 351,200.00 80.00 Oradell 6,737.19 998,395.87 80.00 KALAMAZOO 1,013.24 167,977.85 65.00 Union 1,297.40 234,999.99 64.38 Zellwood 875.82 122,076.88 75.00 Delray Beach 565.25 106,400.00 80.00 Gainesville 841.09 115,920.17 80.00 Ocoee 1,484.96 214,836.40 70.96 Ocoee 697.50 108,000.00 80.00 Temple Hills 691.92 103,914.76 80.00 Glenwood 4,927.34 927,500.00 70.00 Bowie 3,365.81 576,995.66 77.45 Villa Rica 537.98 83,300.00 85.00 Deland 3,009.50 463,198.75 80.00 Xxxxxx Chapel 1,184.17 196,000.00 80.00 Newport News 372.53 51,963.30 80.00 Baltimore 779.17 136,000.00 80.00 Washington 1,460.94 255,000.00 75.00 Maitland 1,079.95 188,500.00 65.00 Rosemount 4,753.96 678,887.68 80.00 Minneapolis 465.21 77,000.00 70.00 XXXXXX 995.57 127,924.43 80.00 Houston 908.46 116,681.04 80.00 HILO 966.67 160,000.00 80.00 SANTA XXXX 821.82 111,849.20 80.00 LEWISVILLE 536.55 73,949.08 80.00 Harahan 1,037.76 159,019.25 50.00 LUBBOCK 359.85 46,743.10 80.00 THE WOODLANDS 698.55 101,063.04 70.00 DESOTO 597.97 85,392.66 80.00 BATON ROUGE 745.07 103,852.72 80.00 GREEN BAY 881.68 115,927.90 80.00 LEWISVILLE 536.55 73,949.08 80.00 XXXXXX 665.28 89,541.39 70.00 RACINE 404.45 51,918.01 80.00 Houston 713.46 109,810.05 34.49 LEWISVILLE 536.55 73,949.08 80.00 The Woodlands 668.01 96,645.41 70.00 LEAGUE CITY 881.01 125,812.40 70.00 DURHAM 558.39 84,928.59 64.39 PEARLAND 815.38 115,116.62 80.00 OCEAN SPRINGS 636.43 96,130.49 80.00 Spring 1,392.13 191,734.86 80.00 JONESBOROUGH 687.46 103,311.18 80.00 Fountain Valley 3,579.34 557,008.37 65.00 San Xxxxxxx 3,245.23 493,584.98 65.00 MESA 400.22 64,625.08 53.28 Phoenix 1,576.63 239,595.58 76.19 Peoria 3,575.00 624,000.00 80.00 SUMMIT 1,594.21 227,830.79 80.00 Bourbonnais 1,913.05 273,192.63 80.00 Northbrook 2,435.39 327,569.43 80.00 Franklin 882.20 132,050.13 46.53 Osakis 1,498.33 248,000.00 77.50 Xxxx Rapids 1,241.80 177,468.20 80.00 ST LOUIS 792.91 113,315.84 80.00 XXXXXX 336.01 43,174.49 80.00 LONGVIEW 475.64 67,151.36 80.00 DALLAS 311.12 39,952.59 80.00 JACKSONVILLE 409.09 68,900.00 65.00 LONGVIEW 447.33 63,154.25 80.00 LONGVIEW 475.64 67,151.36 80.00 DALLAS 513.34 65,921.79 80.00 TYLER 780.32 111,339.29 80.00 AZLE 1,970.79 299,494.48 80.00 JACKSONVILLE 409.09 68,900.00 65.00 JACKSONVILLE 409.09 68,900.00 65.00 HOUSTON 905.20 112,438.55 90.00 Bloomington 1,653.60 242,210.90 80.00 Silverthorne 1,004.16 147,085.17 80.00 Boulder 1,209.38 215,000.00 69.35 Haiku 2,340.83 424,000.00 80.00 Xxxxxx 3,137.79 469,750.02 80.00 Philadelphia 7,450.69 1,037,788.46 65.00 Long Beach 1,545.83 280,000.00 80.00 Los Angeles 1,217.19 205,000.00 50.62 Los Angeles 2,804.06 498,500.00 79.13 New Preston Marble Xxxx 2,870.19 483,400.00 79.99 Riverside 2,484.37 449,999.98 60.40 Santa Xxxxxxx 2,395.83 460,000.00 47.42 Tarzana 8,035.42 1,330,000.00 64.56 Arlington 699.21 99,700.37 80.00 Los Angeles 2,813.15 519,350.00 65.00 Pebble Beach 12,463.15 1,779,796.05 68.56 Merrimac 643.40 95,346.81 54.26 Kansas City 3,079.35 467,561.81 75.00 Staten Island 2,331.82 321,155.91 80.00 Venice 3,290.63 585,000.00 65.00 Stockton 1,975.00 316,000.00 80.00 San Diego 3,265.94 454,392.00 80.00 Orlando 800.00 128,000.00 80.00 Ocean Springs 387.33 66,400.00 80.00 Ventura 3,985.52 569,151.32 72.61 Albuquerque 700.00 112,000.00 80.00 Phoenix 867.15 131,665.39 80.00 La Quinta 2,809.38 465,000.00 62.42 Stevensville 630.44 87,875.38 80.00 San Diego 3,467.50 616,443.92 65.00 Palos Verdes Peninsula 5,255.43 797,972.13 50.96 Delray Beach 5,401.27 820,814.54 65.00 Indian Orchard 1,091.48 159,875.19 78.43 Cashiers Townshi[p 456.45 65,231.55 80.00 Las Vegas 880.28 133,774.21 79.76 Niles 388.76 55,517.22 58.16 Glendale 839.17 152,000.00 80.00 Palmdale 3,190.00 528,000.00 80.00 Anaheim 4,554.34 674,915.61 79.53 Xxxxxx 2,009.53 305,641.01 75.36 Pearl City 1,260.42 220,000.00 62.86 Long Beach 5,463.28 832,500.00 75.00 Brockton 1,587.77 244,377.27 75.09 Dallas 344.93 57,091.16 80.00 Rockville 3,264.45 513,750.00 75.00 Ocala 566.42 71,916.86 80.00 Chesterfield 885.76 137,150.00 65.00 Cypress 1,678.04 225,702.37 80.00 Dallas 326.67 41,975.21 70.00 CAIRO 327.26 42,050.15 85.00 Laredo 1,280.96 183,064.04 80.00 Tallahassee 557.09 84,890.00 65.00 Houston 470.40 67,174.83 65.00 Saint Louis 1,398.86 187,775.41 80.00 KANKAKEE 348.03 47,966.97 80.00 Palm Bay 678.84 108,615.00 65.00 Katy 700.67 103,833.17 65.00 Xxxxx 407.69 56,826.40 65.00 DALLAS 385.23 52,464.77 70.00 Crystal City 377.62 47,933.10 80.00 Oklahoma City 406.63 58,737.61 76.93 RINGGOLD 596.25 106,000.00 80.00 Jacksonville 867.15 131,889.10 80.00 Summerville 814.59 123,791.06 80.00 Jacksonville 531.41 75,886.85 80.00 Nashville 304.53 41,942.01 75.00 Tulsa 419.53 59,955.47 80.00 Kennesaw 653.33 112,000.00 80.00 Kennesaw 723.33 124,000.00 80.00 Flagler Beach 1,395.31 235,000.00 69.73 Orlando 876.56 153,000.00 85.00 Ft Lauderdale 3,021.87 459,224.88 80.00 LONG BEACH TOWNSHIP 796.88 150,000.00 9.38 Ball Ground 2,043.80 298,894.60 80.00 LINCOLN 691.09 104,753.00 80.00 XXXXXXXX 243.58 33,876.81 69.39 MERIDIAN 1,017.90 164,687.64 80.00 CHICAGO 651.19 99,993.44 80.00 BALTIMORE 685.38 112,246.22 67.54 MADISON 776.72 123,798.87 79.30 GLENDALE 980.68 150,541.74 80.00 NORTH BERGEN 1,685.30 262,026.02 80.00 LAKEWOOD 893.42 135,422.15 80.00 BELLEVILLE 1,374.06 210,740.08 94.58 NEW CASTLE 889.22 129,835.38 79.00 Xxxxxxxx 682.80 111,100.00 69.98 Xxxxxxxx 910.00 136,500.00 70.00 Los Angeles 2,513.67 438,750.00 65.00 Lancaster 4,958.33 850,000.00 64.15 ESCONDIDO 882.88 159,918.13 80.00 Broken Arrow 671.64 93,683.83 71.56 Jacksonville 481.06 68,697.56 80.00 Xxxxxx 783.07 107,699.78 80.00 Broken Arrow 671.64 93,683.83 75.00 Broken Arrow 671.64 93,683.83 71.56 Philadelphia 726.71 111,961.62 80.00 Broken Arrow 671.64 93,683.83 75.00 Broken Arrow 671.64 93,683.83 75.00 Garden Grove 1,926.34 296,744.29 56.57 Sacramento 1,600.00 320,000.00 80.00 Bakersfield 437.67 72,704.77 47.10 Gulfport 804.69 154,500.00 76.73 xxxx 707.00 115,451.48 80.00 Shreveport 825.00 120,000.00 80.00 Lakewood 1,330.65 187,863.93 80.00 akron 393.75 60,000.00 80.00 portland 1,283.10 202,816.48 70.00 xxxxxx 511.10 78,663.92 80.00 santa fe 4,000.00 640,000.00 80.00 yers 1,063.82 159,768.93 79.99 Cleveland 530.05 77,639.39 71.94 houston 689.61 111,893.73 80.00 xxxxxxx 545.46 98,800.00 68.14 houston 446.24 68,681.19 80.00 post falls 807.33 138,399.99 79.95 houston 783.59 125,483.67 80.00 cleveland 530.05 77,639.39 74.00 independence 794.99 117,905.64 80.00 AKRON 393.75 60,000.00 80.00 richmond 969.47 155,106.38 80.00 akron 357.33 53,600.00 80.00 fort xxxxxx 477.04 74,434.27 27.09 Cleveland 530.06 77,639.39 74.00 cleveland 530.06 77,639.39 74.00 CHELSEA 880.56 137,398.66 80.00 SPRING 2,693.12 416,999.99 79.63 Fountain 776.25 108,000.00 80.00 Arvada 926.50 174,400.00 80.00 Denver 1,050.00 168,000.00 80.00 Hillsborough 10,804.79 1,673,000.00 64.97 BEALETON 2,633.75 421,400.00 79.99 WEST XXXXXXX 1,260.74 192,113.00 95.00 RISING SUN 1,854.14 287,092.00 80.00 LUMBERTON 1,423.08 216,850.00 79.99 PITTSTOWN 4,656.68 649,541.24 74.34 ELLICOTT CITY 4,042.52 636,200.00 79.99 Sacramento 1,595.34 251,942.42 65.56 Oakland 2,592.77 399,405.82 65.00 Tallahassee 453.09 76,310.00 65.00 Orlando 3,143.55 471,723.14 70.52 Tampa 1,208.67 207,200.00 80.00 Xxxxxxx 4,039.06 705,000.00 75.00 Surprise 1,304.40 215,900.00 79.99 Mesa 1,260.00 192,000.00 80.00 Pottstown 3,777.34 574,031.09 64.97 Collegeville 2,854.15 428,648.35 65.00 Hastings 8,626.04 1,592,500.00 65.00 Washington 1,768.46 287,749.00 80.00 XXXXXXXXX 664.97 107,794.53 80.00 LAKELAND 780.63 124,900.00 79.99 UNION CITY 701.12 114,080.00 80.00 Dallas 566.23 79,437.84 80.00 XXXXXXX 685.00 109,600.00 80.00 Suwanee 12,486.06 1,946,549.63 29.75 AUSTELL 920.11 137,957.93 75.00 Hampton 726.71 118,245.05 80.00 EUHARLEE 652.50 108,000.00 78.26 MARIETTA 2,800.00 448,000.00 80.00 DECATUR 444.13 77,520.00 80.00 UNION CITY 573.42 93,302.00 80.00 KENNESAW 750.83 89,516.94 59.99 VILLA RICA 861.95 140,249.52 79.99 TEMPLE 655.65 116,560.00 80.00 Dallas 878.62 147,978.75 80.00 MCDONOUGH 1,011.15 146,063.75 80.00 Riverdale 776.06 116,551.38 80.00 CANTON 719.57 124,597.22 61.99 NORCROSS 947.25 168,400.00 79.98 SNELLVILLE 1,000.21 157,410.00 80.00 SUGAR HILL 629.00 118,400.00 80.00 McDonough 1,155.26 209,255.00 80.00 JONESBORO 754.58 129,357.00 80.00 COLLEGE PARK 508.79 77,529.99 70.00 JONESBORO 546.88 87,500.00 70.00 XXXXX 1,088.10 200,880.00 80.00 HAMPTON 663.10 111,679.99 80.00 NORCROSS 945.00 168,000.00 79.99 FAIRBURN 1,130.85 178,587.64 80.00 DACULA 889.10 142,256.00 80.00 Hartwell 2,844.31 448,772.95 76.92 Lithia Springs 431.95 63,170.92 80.00 Powder Springs 1,161.66 185,865.00 80.00 RIVERDALE 648.62 111,192.00 80.00 ACWORTH 791.63 151,993.00 80.00 CANTON 991.51 138,204.01 80.00 CARTERSVILLE 752.00 120,320.00 80.00 KINGSTON 1,855.87 287,360.00 80.00 MANHATTAN BEACH 1,660.16 312,500.00 24.04 GARDEN GROVE 3,048.15 463,612.12 77.33 WASHINGTON 1,660.82 197,169.80 44.44 SAN XXXXX 2,951.12 453,370.32 65.00 LAS VEGAS 795.70 119,403.36 80.00 VAN NUYS 2,427.13 439,631.00 62.41 PALOS VERDES ESTATES 2,588.15 451,750.00 65.00 INGLEWOOD 1,042.91 164,398.49 25.38 PINEHURST 2,486.46 434,000.00 70.00 GARDEN GROVE 1,680.04 265,317.15 51.12 NORWALK 1,516.96 239,125.08 49.48 Las Vegas 1,255.01 195,654.83 80.00 CRANBERRY TWP 1,490.28 223,816.39 74.17 RIVERSIDE 1,893.91 291,748.59 80.00 Rialto 1,478.09 223,585.79 57.25 CORAL GABLES 626.56 92,851.60 38.75 PHILADELPHIA 619.93 85,322.33 90.00 YUCAIPA 1,694.43 270,590.30 80.00 REDONDO BEACH 3,119.35 498,141.17 57.14 MIAMI 1,497.80 227,597.59 57.00 RED BLUFF 2,107.94 324,720.19 59.09 REDONDO BEACH 2,664.06 465,000.00 53.14 Los Angeles 5,985.40 704,987.26 65.00 XXXXXX 392.51 59,699.81 79.99 ETIWANDA 5,041.67 880,000.00 80.00 Hilaleah 985.39 149,873.98 78.95 LAS VEGAS 1,460.95 213,992.93 80.00 LOS ANGELES 4,641.20 705,909.40 65.00 FOUNTAIN VALLEY 2,395.52 442,250.00 65.00 GALENA 774.78 120,893.75 56.28 XXXXXX 1,335.24 211,059.03 65.00 ONTARIO 719.47 119,396.68 34.29 CHICAGO 752.37 115,799.70 79.18 Rolling Xxxxxxx 1,656.67 245,306.57 79.32 Head Of The Harbor 7,866.16 1,124,165.09 75.00 SAINT LOUIS 856.54 115,284.54 80.00 Saint Louis 1,390.95 211,017.33 79.90 Dallas 683.82 86,720.77 80.00 LOUISVILLE 447.04 62,311.64 80.00 DALLAS 1,493.64 206,000.00 80.00 Houston 943.92 123,875.99 80.00 HOUSTON 802.46 111,647.00 80.00 Fort Worth 797.36 131,976.00 80.00 Xxxxxx 573.13 79,829.52 80.00 Louisville 392.01 50,340.27 91.64 Xxxxxxxxxxx 862.27 126,002.00 80.00 HOUSTON 740.31 103,000.00 80.00 Xxxxxx 655.46 90,084.83 80.00 Louisville 420.01 53,936.01 90.00 HOUSTON 623.37 86,730.00 80.00 Louisville 399.01 51,239.20 90.00 Bowling Green 623.56 85,760.93 80.00 XXXXXX 1,154.31 159,090.44 80.00 Valrico 997.50 168,000.00 80.00 Gahanna 759.53 127,920.00 80.00 XXXXXXXXX 411.67 60,800.00 80.00 Krum 2,452.42 387,296.60 79.84 WARSAW 441.16 56,652.78 80.00 Sanger 637.65 97,796.94 80.00 Cahokia 266.55 32,341.79 90.00 Cahokia 266.55 32,341.79 90.00 Cahokia 266.55 32,366.27 90.00 Stephenville 4,604.69 673,943.69 79.88 Lewisville 622.23 84,510.81 80.00 Little Elm 1,075.83 153,517.28 80.00 Itasca 691.17 91,762.90 80.00 Xxxxxxxx 1,107.24 143,824.90 68.90 NORWALK 991.53 116,281.84 25.00 burlingame 10,616.67 1,820,000.00 70.00 Chattanooga 322.77 50,797.24 80.00 Cumming 832.24 135,416.00 80.00 Elberta 1,006.87 143,785.59 80.00 Mt Pleasant 3,313.13 513,000.00 74.89 Dallas 586.41 92,288.00 80.00 Yulee 1,137.59 185,100.00 80.00 Kennesaw 938.25 166,800.00 80.00 Chelsea 774.50 123,920.00 80.00 Atlanta 681.33 116,800.00 80.00 Gainesville 950.67 147,200.00 80.00 Gulf Shores 978.54 153,999.57 80.00 RANCHO CUCAMONGA 4,139.86 590,745.53 80.00 APPLE VALLEY 2,277.94 321,592.00 80.00 BAKERSFIELD 2,776.41 397,813.32 90.00 ROSEVILLE 3,624.38 572,376.44 80.00 LANCASTER 3,354.05 496,638.54 80.00 APPLE VALLEY 2,197.14 295,523.55 80.00 HOUSTON 634.49 91,724.77 90.00 XXXXXX 756.64 139,687.00 80.00 JACKSONVILLE 936.82 172,951.99 80.00 NORTH LAS VEGAS 2,192.27 375,817.00 80.00 LAS VEGAS 1,629.03 256,371.99 80.00 NAPLES 3,169.51 416,479.81 79.98 ORLANDO 1,374.98 244,440.00 80.00 NORTH LAS VEGAS 3,019.82 517,683.02 79.99 RIVERVIEW 1,201.11 184,865.22 65.00 JACKSONVILLE 1,240.41 177,268.34 80.00 LAS VEGAS 3,629.65 545,116.81 80.00 Xxxxxxxx 653.34 83,900.46 80.00 Muskogee 835.39 128,352.69 80.00 Xxxxxxxx 434.94 55,853.74 80.00 Colorado Springs 1,326.74 219,597.62 80.00 WEST JORDAN 862.23 129,493.77 80.00 COLORADO SPRINGS 814.33 122,299.67 80.00 WEST VALLEY CITY 500.00 80,000.00 80.00 SAINT XXXXXX 947.93 146,024.16 79.00 Roosevelt 2,100.03 269,664.13 89.20 Aurora 504.33 71,200.00 80.00 EAGLE MOUNTAIN 1,075.00 172,000.00 80.00 Norwich 1,155.02 148,324.01 75.00 Temecula 3,731.75 519,200.00 80.00 Murrieta 4,100.51 526,575.24 80.00 Murrieta 3,996.25 556,000.00 80.00 SPRINGFIELD 541.25 68,639.93 80.00 SOUTHBRIDGE 1,455.38 211,691.35 80.00 MANCHESTER 978.90 139,896.10 80.00 Lebanon 651.88 91,966.26 75.00 Roseville 435.41 67,879.69 48.23 Westminster 1,158.26 171,644.21 80.00 Norcross 1,141.93 151,706.12 80.00 Henryetta 415.52 57,959.06 68.24 Wichita 510.86 67,873.57 80.00 Humble 507.77 69,153.56 80.00 Detroit 613.03 81,495.58 80.00 Williamsburg 1,569.01 229,640.06 52.39 Columbia 450.76 59,923.22 80.00 Canton 599.30 92,240.45 80.00 Garland 664.27 88,306.85 80.00 Newark 2,425.33 342,400.00 80.00 Littleton 1,095.41 191,199.67 80.00 Santa Xxxxxx 7,341.75 1,048,436.63 75.00 SCOTTSDALE 3,239.84 536,250.00 65.00 COLUMBIA 697.97 111,675.17 80.00 THOUSAND OAKS 4,544.89 649,517.61 65.00 Chino 2,345.63 417,000.00 72.90 Apple Valley 1,388.54 215,000.00 68.25 TUSTIN 3,041.86 486,216.99 80.00 APPLE VALLEY 1,600.00 256,000.00 80.00 APPLE VALLEY 1,600.00 256,000.00 80.00 PLEASANT HILL 4,142.50 660,518.49 80.00 QUARTZ HILL ARE 2,038.47 338,290.65 53.13 LOS ANGELES 1,245.17 196,281.84 49.25 Williamsburg 1,684.58 311,000.00 87.36 Ft Washington 1,237.50 220,000.00 68.75 Lynchburg 788.70 121,390.01 80.00 College Park 736.12 102,531.04 79.97 College Park 1,389.14 208,371.00 80.00 Monroe 573.13 79,886.71 73.39 Marietta 401.28 57,449.90 70.00 Union City 486.69 83,433.00 70.00 Phoenix 1,596.73 239,803.28 64.86 El Mirage 984.38 157,500.00 75.00 Show Low 1,118.77 163,869.06 80.00 North Las Vegas 255.82 37,441.31 20.27 Colorado Springs 953.44 147,630.00 70.00 Shawnee 413.02 52,469.79 75.00 Shawnee 390.36 53,164.31 70.00 Long Beach 744.48 129,944.79 50.78 Fort Worth 395.89 54,562.42 65.00 Federal Way 1,120.00 192,000.00 75.00 ALBUQUERQUE 906.34 158,197.99 80.00 PHOENIX 861.67 150,400.00 80.00 SCOTTSDALE 1,425.83 236,000.00 80.00 SAN XXXX 749.17 124,000.00 80.00 PHOENIX 1,565.13 263,600.00 80.00 Glendale 1,893.04 276,783.52 75.00 Phoenix 458.55 75,968.95 80.00 QUEEN CREEK 1,164.00 177,372.00 80.00 Albuquerque 930.82 162,470.00 80.00 ALBUQUERQUE 888.02 155,000.00 78.18 Salisbury 334.99 52,719.99 80.00 Winston Salem 266.00 44,800.00 80.00 Winston Salem 381.59 59,085.00 65.00 Xxxxxxx 1,048.11 147,864.96 80.00 Winston 625.79 89,432.58 78.17 Winston Salem 175.75 29,600.00 80.00 Hoschton 2,484.26 449,978.66 51.43 Xxxxxxxx 705.67 108,612.13 80.00 Xxxxx 1,300.00 249,600.00 80.00 Arlington 775.92 135,432.74 80.00 Xxxxxxxx 2,583.89 347,543.18 80.00 Lewisville 714.11 100,816.00 80.00 Xxxxxxxx 1,064.11 139,825.34 80.00 Kiawah Island 1,957.69 269,627.16 75.00 XXXXXXX 531.29 74,107.66 80.00 BRUNSWICK 2,212.24 349,045.63 68.90 COLUMBUS 447.00 59,228.89 85.00 KISSIMMEE 1,019.22 143,256.41 80.00 ORLANDO 919.70 139,068.58 67.96 CHARLOTTE 763.29 102,249.09 80.00 WAYCROSS 352.19 53,869.64 94.99 CHARLOTTE 443.13 62,836.07 75.00 PITTSBURGH 534.03 84,871.13 80.00 ORLANDO 501.19 67,091.64 75.00 JACKSONVILLE 1,740.17 238,820.81 80.00 GOOSE CREEK 590.22 90,195.88 70.00 SATELLITE BEACH 2,881.40 447,584.72 66.67 TAMPA 847.44 128,115.39 75.88 DUMFRIES 1,474.17 244,000.00 80.00 XXXXX 557.32 62,961.46 22.03 WEST PALM BEACH 1,184.73 188,649.00 95.00 XXXXX 321.99 45,734.60 78.05 FAIRFAX STATION 3,897.08 645,965.23 65.00 SAGINAW 1,015.10 139,312.13 80.00 PEORIA 806.67 176,000.00 80.00 KISSIMMEE 1,053.28 153,541.44 80.00 WAXHAW 967.06 152,091.32 61.20 SCOTTSDALE 1,860.83 405,999.50 70.00 NORTH PORT 1,378.97 226,647.33 80.00 JASPER 1,190.08 215,561.07 86.80 STATESBORO 1,164.28 174,126.67 76.75 TAMPA 786.08 125,290.42 66.67 BOULDER 1,237.50 270,000.00 63.59 ORLANDO 1,781.99 238,878.49 80.00 NAPLES 1,645.31 303,750.00 75.00 Dover 2,109.55 239,187.90 80.00 ORLANDO 1,283.64 215,428.36 70.00 Xxxxxxxxxx 597.72 64,346.03 95.00 ORLANDO 849.92 131,600.00 80.00 CHARLOTTE 1,354.58 217,284.02 80.00 PALM SPRINGS 1,122.82 127,874.86 80.00 SUGAR HILL 809.39 133,905.88 79.41 XXXXXXXX 630.65 95,509.12 80.00 ORLANDO 1,166.44 164,072.91 80.00 ALEXANDRIA 3,265.29 548,002.13 62.59 FREDRICKSBERG 1,809.93 394,894.77 56.43 CAMDEN WYOMING 1,200.93 188,239.89 95.00 LOS ANGELES 2,998.70 353,558.95 52.43 LAWRENCEVILLE 1,430.00 312,000.00 80.00 PITTSBURGH 819.60 126,918.98 79.50 IRMO 1,257.04 176,413.28 80.00 KISSIMMEE 1,053.20 148,031.58 80.00 NEWPORT NEWS 1,392.97 161,693.52 80.00 RALEIGH 1,527.74 177,994.30 76.04 KISSIMMEE 1,052.63 147,132.39 79.57 Miami 1,149.64 172,372.59 80.00 Warren 764.04 111,610.71 80.00 LANSING 790.00 126,400.00 80.00 Aldan 834.70 131,362.92 79.64 Phila 1,550.13 131,810.20 60.00 Doylestown 3,700.81 542,076.79 65.76 Lake Harmony 1,447.10 224,787.02 80.00 Philadelphia 979.30 156,688.00 80.00 Devon 3,556.38 620,750.00 65.00 Dover 896.00 153,600.00 80.00 Blackwood 1,078.85 148,689.60 80.00 Bear 1,462.59 214,064.47 80.00 Pleasantville 1,436.60 207,682.49 80.00 Pleasantville 839.06 119,910.94 80.00 Marcus Hook 436.44 65,544.44 80.00 Pine Hill 734.02 107,516.06 80.00 Fort Washington 2,938.15 452,609.98 66.62 Wilmington 1,819.17 296,000.00 80.00 Philadelphia 2,560.13 379,390.44 80.00 Norristown 713.20 107,023.75 80.00 Wilmington 466.94 64,355.69 80.00 WOOLRICH 2,482.86 366,700.00 95.00 Wilmington 4,724.27 731,500.00 79.99 Philadelphia 3,080.84 474,591.04 61.29 MIRAMAR 1,779.71 328,561.61 73.14 SAN DIEGO 1,991.25 324,000.00 80.00 BELL GARDENS 1,795.63 331,500.00 62.55 GRAND PRAIRIE 1,838.82 250,263.58 80.00 NORFOLK 425.79 63,098.62 80.00 VIRGINIA BCH 1,666.67 320,000.00 79.64 JACKSONVILLE 1,088.00 163,200.00 80.00 ST AUGUSTINE 1,072.58 168,800.00 80.00 Monticello 9,218.75 1,500,000.00 75.00 BALTIMORE 432.45 64,946.72 65.00 VIRGINIA BEACH 1,215.59 175,731.33 80.00 DAVENPORT 310.13 56,175.00 75.00 ATL 1,750.00 280,000.00 80.00 Des Moines 379.55 53,547.14 65.00 Stafford 2,320.00 384,000.00 80.00 RICHMOND 687.76 95,932.24 70.33 DECATUR 712.92 116,000.00 80.00 Lenigh 1,022.84 155,437.63 64.88 CEDAR RAPIDS 531.98 72,402.34 86.31 HUXLEY 867.00 138,720.00 80.00 Middletown 5,246.93 623,693.07 75.00 MYRTLE BEACH 994.78 176,850.00 90.00 BAYVIEW 1,604.17 275,000.00 78.57 HOMER GLEN 1,715.65 273,451.34 42.31 Chicago 2,134.40 354,210.20 80.00 Phoenix 875.17 142,400.00 80.00 PHOENIX 1,030.68 179,900.00 79.96 CHESAPEAKE 2,630.01 400,013.66 79.12 PETERSBURG 683.42 111,200.00 80.00 NEWPORT NEWS 807.49 135,999.01 77.71 Dallas 553.58 68,570.25 80.00 FORT WORTH 424.13 63,645.18 75.00 Plano 1,320.12 188,659.88 80.00 Plano 480.92 79,600.00 80.00 DALLAS 5,768.52 823,771.63 75.00 PLANO 1,213.43 184,904.00 80.00 Hilton Head 1,224.90 209,983.60 60.00 JERSEY CITY 871.12 108,227.37 74.67 LAKE WORTH 687.84 83,440.65 95.00 FRESNO 851.19 106,985.04 85.15 SAVANNAH 1,037.27 130,865.62 95.00 DURHAM 418.14 47,632.59 80.00 Spring 750.45 102,143.75 90.00 GREENSBORO 328.85 57,400.00 70.00 TIVERTON 701.82 122,500.00 70.00 CEDAR CITY 1,291.54 152,123.43 67.97 SAVANNAH 464.98 66,351.02 55.42 NORMAN 403.42 61,984.01 65.47 CORCORAN 575.18 90,751.87 70.00 MIDWEST CITY 426.01 50,576.05 68.86 CARY 918.17 158,113.30 67.93 CEDAR CITY 1,258.21 148,197.18 66.21 HAWAIIAN GARDENS 854.01 129,197.05 55.32 MIDWEST CITY 408.35 48,479.14 68.30 RICHMOND 339.96 51,618.82 90.00 HENDERSON 1,242.26 206,368.75 80.00 CHARLOTTESVILLE 864.41 134,640.72 79.41 FORT LAUDERDALE 1,429.69 228,749.98 75.00 TOLEDO 292.00 43,744.84 70.00 SAVANNAH 464.98 66,351.02 57.83 OKLAHOMA CITY 412.71 48,996.71 70.00 PALM HARBOR 307.86 49,856.93 37.59 DACULA 945.00 168,000.00 70.00 PALATINE 612.50 117,600.00 69.18 GLENDALE HEIGHTS 861.99 132,554.78 69.98 CATONSVILLE 1,080.63 188,619.10 80.00 KERNERSVILLE 519.28 72,329.55 80.00 CHARLOTTE 334.25 57,300.00 67.53 SAVANNAH 464.98 66,351.02 55.42 SAVANNAH 464.98 66,351.02 57.83 SAVANNAH 464.98 66,351.02 57.83 MANASSAS 1,316.25 234,000.00 65.00 NEWBERG 902.92 105,141.91 64.00 SAVANNAH 345.13 53,756.54 70.00 LONG BEACH 1,395.31 171,010.46 39.77 NEWBERG 894.48 104,159.30 66.92 DILLSBURG 415.98 49,959.69 49.51 DILLSBURG 411.87 47,793.76 55.56 FRANKLINTOWN 411.87 49,466.03 50.00 SAVANNAH 331.68 51,615.68 70.00 POMPANO BEACH 848.89 123,354.70 66.32 OKLAHOMA CITY 400.67 47,567.23 65.20 MIDWEST CITY 459.21 54,517.47 70.00 VISALIA 707.47 117,396.26 40.69 DOVER 411.87 49,466.03 50.00 CHICAGO 663.33 97,969.07 70.00 LAUDERHILL 1,623.36 280,169.76 75.20 SEATTLE 1,380.21 250,000.00 57.87 CABOT 396.23 53,137.59 90.00 KAILUA-KONA 1,581.49 263,555.21 70.39 BALDWIN PARK 1,330.72 152,560.71 30.73 FRESNO 1,023.96 159,077.34 90.00 BELGRADE 866.66 138,491.06 79.21 LANSDOWNE 961.10 114,129.99 90.00 SAN ANTONIO 1,202.48 136,668.31 80.00 CHICAGO 568.01 76,297.80 75.00 CHINO HILLS 2,029.17 389,600.00 79.59 LINCOLN CITY 849.09 150,950.00 53.91 LEAGUE CITY 469.13 63,760.66 70.00 VANCOUVER 821.40 160,927.23 80.00 INDIANAPOLIS 656.58 100,151.11 75.49 BELTSVILLE 1,645.00 335,999.00 80.00 FT THOMAS 705.66 135,486.96 80.00 NASHUA 1,375.27 198,146.22 90.00 ELFRIDA 597.15 90,591.88 94.20 HOUSTON 618.75 132,000.00 67.69 GLENDALE 1,199.42 194,242.59 31.93 APPLE VALLEY 998.89 155,443.75 80.00 SUN CITY 357.47 77,992.47 33.48 CONCORD 798.37 115,413.47 80.00 CITY1 MI GROUP LIEN BALLOON _ID --------------------------------------------------------------------------------------------------------------------------------- HIALEAH No MI II First No MCCLOUD No MI II First No BETHESDA No MI II First No Seymour No MI II First No ARVADA No MI II First No GARDEN CITY No MI II First No CICERO No MI II First No NORTH LAS VEGAS No MI II First No GLEN ALLEN No MI II First No HAMPTON No MI II First No HICKORY CREEK No MI II First No MIDDLEBURG No MI II First No SACRAMENTO No MI II First No ASHBURN No MI II First No PORTLAND No MI II First No SURPRISE No MI II First No MIDLAND No MI II First No PORTLAND No MI II First No Holly Springs No MI II First No MONROE No MI II First No Edison No MI II First No ALLEN No MI II First No PAINESVILLE No MI II First No NEWBERG No MI II First No GOOSE CREEK No MI II First No PLANTATION No MI II First No RALEIGH No MI II First No MARICOPA No MI II First No MOUNTAIN TOP No MI II First No BOISE No MI II First No ALBANY No MI II First No BIRMINGHAM No MI II First No BROOKLYN No MI II First No WARREN No MI II First No Ridgeland No MI II First No MONROE No MI II First No AVONDALE No MI II First No MONROE No MI II First No SAN ANTONIO No MI II First No SPARTANBURG No MI II First No Crown Point No MI II First No Nicholasville No MI II First No Auburn No MI II First No Auburn No MI II First No CHESAPEAKE BEACH No MI II First No WASHINGTON No MI II First No MIAMI No MI II First No WELLINGTON No MI II First No HOUSTON No MI II First No MEMPHIS No MI II First No HAYDEN LAKE No MI II First No Eatontown No MI II First No FAIRFAX No MI II First No SIMPSONVILLE No MI II First No Las Cruces No MI II First No TOLEDO No MI II First No Seaside Heights No MI II First No OLD ORCHARD BEACH No MI II First No LEXINGTON PARK No MI II First No ROCKVILLE No MI II First No RICHMOND No MI II First No Paterson No MI II First No HARRISBURG No MI II First No COLORADO SPRINGS No MI II First No SAN ANTONIO Mortgage Guaranty In II First No ERIE No MI II First No HAWLEY No MI II First No ORLANDO No MI II First No SAFETY HARBOR No MI II First No Trenton No MI II First No KALAMAZOO No MI II First No RIO RANCHO No MI II First No CHICAGO No MI II First No SILVERTON No MI II First No EAST HAMPTON No MI II First No PIEDMONT No MI II First No AKRON No MI II First No CHICAGO No MI II First No HOUSTON No MI II First No CYPRESS No MI II First No BARTLETT No MI II First No SALT LAKE CITY No MI II First No INDIANAPOLIS No MI II First No WACO No MI II First No WINTER PARK No MI II First No SALEM No MI II First No TAMPA No MI II First No LAKE CITY Radian Guaranty II First No MOUNT PLEASANT No MI II First No TAKOMA PARK No MI II First No GARDNER No MI II First No SYRACUSE No MI II First No WASHINGTON No MI II First No MUKILTEO No MI II First No CHICAGO No MI II First No MEMPHIS No MI II First No BRIARWOOD No MI II First No WACO No MI II First No BRANDON No MI II First No LOUISVILLE No MI II First No MARGATE No MI II First No SYRACUSE No MI II First No Louisville No MI II First No MESA No MI II First No CHICAGO No MI II First No VIRGINIA BEACH No MI II First No LOS BANOS No MI II First No ORANGE PARK No MI II First No LAS VEGAS No MI II First No CLEVELAND Radian Guaranty II First No COTTAGE GROVE No MI II First No TWIN FALLS No MI II First No CHANTILLY No MI II First No BOURBONNAIS No MI II First No PASADENA No MI II First No CHICAGO No MI II First No DRAPER No MI II First No CHICAGO No MI II First No CINCINNATI No MI II First No PLAINFIELD No MI II First No BOILING SPRINGS No MI II First No Delhi No MI II First No Montebello No MI II First No CLEVELAND No MI II First No DENVER No MI II First No GARDEN VALLEY No MI II First No CHICAGO No MI II First No PEMBROKE PINES No MI II First No BURKE No MI II First No NASHVILLE No MI II First No GARFIELD HEIGHTS No MI II First No CAPE CORAL No MI II First No Hendersonville No MI II First No EVERETT No MI II First No SILVER SPRING No MI II First No OVIEDO No MI II First No JOHNSTON No MI II First No PORTLAND No MI II First No BROOKLYN No MI II First No PEORIA No MI II First No PANAMA CITY BEACH No MI II First No CHESTER No MI II First No DETROIT No MI II First No Charlotte No MI II First No FORT LAUDERDALE No MI II First No MESA No MI II First No DANBURY No MI II First No MARRERO No MI II First No Indianapolis No MI II First No HYATTSVILLE No MI II First No Louisville No MI II First No LOUISVILLE No MI II First No LINCOLNTON No MI II First No Lawrenceville No MI II First No SANGER No MI II First No PHOENIX No MI II First No STERLING HEIGHTS No MI II First No ABINGDON Mortgage Guaranty In II First No GERMANTOWN No MI II First No AURORA No MI II First No TUCSON No MI II First No Lafayette No MI II First No MESA No MI II First No WINTER HAVEN No MI II First No NORCROSS No MI II First No KAWKAWLIN No MI II First No CORONA No MI II First No GRAVETTE No MI II First No Charlotte No MI II First No QUEEN CREEK No MI II First No CHANDLER No MI II First No BURTON No MI II First No STREAMWOOD No MI II First No MECHANICSBURG No MI II First No OAKLAND No MI II First No LAKE WORTH No MI II First No SAINT LOUIS No MI II First No FORT LAUDERDALE Triad Guaranty II First No Flowery Branch No MI II First No MIAMI BEACH No MI II First No Brooklyn No MI II First No ATLANTIC BEACH No MI II First No DETROIT No MI II First No SAINT LOUIS No MI II First No PANAMA CITY No MI II First No COLUMBUS No MI II First No Garner No MI II First No STOCKTON No MI II First No PANAMA CITY BEACH No MI II First No DETROIT No MI II First No NAPLES Mortgage Guaranty In II First No AURORA No MI II First No WOODBRIDGE No MI II First No PORT SAINT LUCIE Triad Guaranty II First No Newark No MI II First No SCOTTSDALE No MI II First No GRANDVIEW No MI II First No GARNER No MI II First No PHOENIX No MI II First No ORLANDO No MI II First No MOORE No MI II First No OCOEE No MI II First No MEMPHIS Radian Guaranty II First No WACO No MI II First No TAMPA No MI II First No PROVIDENCE No MI II First No CHICAGO Triad Guaranty II First No Raleigh No MI II First No PAHRUMP No MI II First No JOHNSON CITY No MI II First No ROCHESTER No MI II First No KENOSHA No MI II First No DAVIS No MI II First No CHICAGO No MI II First No BURBANK Mortgage Guaranty In II First No SALEM No MI II First No FLAGSTAFF Radian Guaranty II First No SILVER SPRING No MI II First No SOUTH PADRE ISLAND No MI II First No TAMPA No MI II First No Hyde Park No MI II First No LAKELAND No MI II First No LONGMONT No MI II First No WOODBRIDGE No MI II First No NORTH CHARLESTON No MI II First No STEVENSVILLE No MI II First No LADSON Triad Guaranty II First No BROUSSARD No MI II First No GERMANTOWN No MI II First No VISTA No MI II First No MAPLE GLEN No MI II First No VISALIA No MI II First No SAINT JOSEPH No MI II First No TAMPA No MI II First No BALTIMORE No MI II First No POMPANO BEACH No MI II First No CARSON No MI II First No NORFOLK No MI II First No STAFFORD No MI II First No PHILADELPHIA No MI II First No KISSIMMEE No MI II First No DAYTON No MI II First No CHANDLER No MI II First No KENNESAW No MI II First No CHICAGO No MI II First No POQUOSON No MI II First No STERLING No MI II First No BROOKLYN No MI II First No CINCINNATI No MI II First No PASCO No MI II First No ELGIN No MI II First No MISSOULA No MI II First No Pikeville No MI II First No LEWISVILLE Mortgage Guaranty In II First No WEST WARWICK No MI II First No Passaic No MI II First No LAND O LAKES No MI II First No CARSON CITY No MI II First No EASLEY Radian Guaranty II First No SPRING HILL No MI II First No DEERFIELD BEACH No MI II First No CLARKSTON No MI II First No SLIDELL No MI II First No NASHUA No MI II First No LAS VEGAS No MI II First No CHICAGO No MI II First No Alameda No MI II First No Bloomfield No MI II First No DETROIT Triad Guaranty II First No MIDDLETOWN No MI II First No GREENVILLE No MI II First No REYNOLDSBURG No MI II First No CANTON No MI II First No SUN CITY WEST No MI II First No BAKERSFIELD No MI II First No CHICKASAW No MI II First No TAMPA No MI II First No ROCHESTER No MI II First No Greensboro No MI II First No Albuquerque No MI II First No MARICOPA No MI II First No OVIEDO No MI II First No CHICAGO No MI II First No South Plainfield No MI II First No MEMPHIS No MI II First No LOS ANGELES No MI II First No NORTH WEBSTER No MI II First No INDIO No MI II First No HENDERSON No MI II First No SPRINGDALE No MI II First No BROOKLYN No MI II First No SPRINGFIELD No MI II First No CLINTON No MI II First No Hampton No MI II First No Wendell No MI II First No CLINTON No MI II First No SAINT PETERSBURG No MI II First No JACKSONVILLE No MI II First No Louisville No MI II First No SUMMERVILLE No MI II First No Newburgh No MI II First No SYRACUSE No MI II First No SYRACUSE No MI II First No TOPEKA No MI II First No EVANSTON No MI II First No SILVER SPRING No MI II First No BRONX No MI II First No PARKLAND No MI II First No Louisville No MI II First No WOONSOCKET No MI II First No Waxhaw No MI II First No AUBURN No MI II First No CAMDEN No MI II First No BELTSVILLE No MI II First No CHICAGO No MI II First No PHOENIXVILLE No MI II First No MIAMI No MI II First No VALLEJO No MI II First No SPRINGFIELD No MI II First No LARGO No MI II First No PORT TOBACCO No MI II First No HIALEAH No MI II First No XXXXXX VALLEY No MI II First No CHICAGO No MI II First No Worcester No MI II First No PEORIA No MI II First No DETROIT No MI II First No COLUMBUS No MI II First No BIRCHRUNVILLE No MI II First No OAKTON No MI II First No Newark No MI II First No Atlanta No MI II First No ROCHESTER No MI II First No ROCHESTER No MI II First No BROWNS VALLEY No MI II First No QUEEN CREEK No MI II First No DENVER No MI II First No MAGNOLIA No MI II First No XXXXXXXXX No MI II First No MISSION No MI II First No Lawrenceville No MI II First No Xxxxxxx No MI II First No HOUSTON No MI II First No PALM BAY No MI II First No WASHINGTON No MI II First No GARLAND No MI II First No GARLAND No MI II First No GARLAND No MI II First No PORT SAINT LUCIE Mortgage Guaranty In II First No WYANDANCH Radian Guaranty II First No CERES No MI II First No DESERT HILLS No MI II First No Nantucket No MI II First No West Springfield No MI II First No PHILADELPHIA No MI II First No LIVERPOOL No MI II First No BOSTON No MI II First No ORLANDO No MI II First No PHOENIX No MI II First No MARCO ISLAND No MI II First No LAS VEGAS No MI II First No TAMPA No MI II First No THE DALLES No MI II First No COLUMBUS No MI II First No CHICAGO No MI II First No BEND No MI II First No CINCINNATI No MI II First No JACKSONVILLE No MI II First No Visalia No MI II First No NAPLES No MI II First No SUN CITY No MI II First No SUMMERVILLE No MI II First No INDIANAPOLIS No MI II First No DETROIT No MI II First No COPIAGUE No MI II First No STUART No MI II First No LEBANON No MI II First No ANTHEM No MI II First No ROYAL PALM BEACH No MI II First No DUMFRIES No MI II First No CLEVELAND No MI II First No CHICAGO No MI II First No BRONX No MI II First No GLENDALE No MI II First No XXXXXX VALLEY No MI II First No CHESTERFIELD No MI II First No Newark No MI II First No SALEM No MI II First No ANNAPOLIS No MI II First No WAYNESBORO No MI II First No Powder Springs No MI II First No TEMPE No MI II First No QUEEN CREEK No MI II First No TAMPA No MI II First No DELAND No MI II First No WOODBRIDGE No MI II First No FALLON No MI II First No STREAMWOOD No MI II First No XXXXXX No MI II First No YORK No MI II First No VISALIA No MI II First No MIDVALE No MI II First No XXXXXXXX No MI II First No PROVIDENCE No MI II First No HOLLYWOOD No MI II First No BUCKEYE No MI II First No Charlotte No MI II First No EASTON No MI II First No SARASOTA No MI II First No QUEEN CREEK No MI II First No LITHIA No MI II First No FALLON No MI II First No Louisville No MI II First No PORTLAND No MI II First No RIVIERA BEACH No MI II First No CHICAGO No MI II First No CHICAGO No MI II First No COATESVILLE No MI II First No GREENFIELD No MI II First No KNOXVILLE No MI II First No SEVERN No MI II First No CITRUS HEIGHTS No MI II First No BOWIE No MI II First No BRONX No MI II First No QUEEN CREEK Radian Guaranty II First No BALTIMORE No MI II First No XXXXXXXX No MI II First No PROVIDENCE No MI II First No EDGEWATER No MI II First No SILVER SPRING Radian Guaranty II First No Provo No MI II First No LACEY No MI II First No roxboro No MI II First No COCKEYSVILLE No MI II First No GERMANTOWN No MI II First No NEILTON No MI II First No COLUMBIA No MI II First No XXXXX CREST No MI II First No SIMPSONVILLE No MI II First No MAYWOOD No MI II First No LAKE WORTH No MI II First No SIMPSONVILLE Triad Guaranty II First No XXXXX No MI II First No JACKSONVILLE No MI II First No VERO BEACH No MI II First No CASA GRANDE No MI II First No XXXX POINT No MI II First No SILVER SPRING No MI II First No LINDENHURST No MI II First No XXXXXX No MI II First No LOS ANGELES No MI II First No MOUNT POCONO No MI II First No WARWICK No MI II First No METAMORA No MI II First No MEMPHIS No MI II First No FRISCO No MI II First No PHOENIX No MI II First No SPARTANBURG No MI II First No COLUMBUS No MI II First No SPARTANBURG No MI II First No TRAVELERS REST No MI II First No ALSTEAD No MI II First No SPRING BRANCH No MI II First No Plainfield No MI II First No BROOKLYN No MI II First No PHOENIX No MI II First No BROOKLYN No MI II First No CHICAGO No MI II First No SPRING BRANCH No MI II First No PHOENIX No MI II First No PHOENIX No MI II First No DETROIT No MI II First No BROOKLYN No MI II First No WASHINGTON No MI II First No XXXXXXXXX No MI II First No PUYALLUP No MI II First No Apollo Beach No MI II First No XXXXXX VALLEY No MI II First No TREASURE ISLAND No MI II First No XXXXXXX ISLAND No MI II First No STERLING No MI II First No BALTIMORE No MI II First No Atlanta No MI II First No XXXXXXX No MI II First No XXXXXX CITY No MI II First No MIDLOTHIAN No MI II First No XXXXXX No MI II First No WEST PALM BEACH Mortgage Guaranty In II First No JOLIET No MI II First No SPARTANBURG No MI II First No GAINESVILLE No MI II First No BATON ROUGE No MI II First No GREENVILLE No MI II First No PHILADELPHIA No MI II First No CHARDON No MI II First No MESA No MI II First No Xxxxxxxx No MI II First No CINCINNATI No MI II First No GIBSONTON No MI II First No MOBILE Mortgage Guaranty In II First No WEST PALM BEACH Mortgage Guaranty In II First No Fall River No MI II First No TUCSON No MI II First No RICHMOND No MI II First No XXXXXXX No MI II First No XXXXXX Radian Guaranty II First No PHOENIX No MI II First No PANAMA CITY BEACH No MI II First No Charlotte No MI II First No SPRINGFIELD No MI II First No AMITYVILLE No MI II First No DETROIT No MI II First No BELLINGHAM No MI II First No ORLANDO No MI II First No SARASOTA No MI II First No COLUMBIA No MI II First No WASHINGTON No MI II First No TRENTON No MI II First No RAYTOWN No MI II First No SYRACUSE No MI II First No CHANTILLY No MI II First No SAN CLEMENTE No MI II First No PONTIAC No MI II First No WESTFIELD No MI II First No DETROIT No MI II First No XXXXXX No MI II First No DETROIT No MI II First No DETROIT No MI II First No KANSAS CITY No MI II First No HOUSTON No MI II First No SUPERIOR No MI II First No LISLE Mortgage Guaranty In II First No REDFORD No MI II First No Noblesville No MI II First No Noblesville No MI II First No Woodstock No MI II First No SALT LAKE CITY No MI II First No MEMPHIS Radian Guaranty II First No KANSAS CITY GE Capital MI II First No Rio Rancho No MI II First No SCOTTSDALE No MI II First No HORN LAKE No MI II First No Winston Salem No MI II First No BALTIMORE Radian Guaranty II First No XXXXXXXXX No MI II First No BATON ROUGE No MI II First No PALM BEACH GARDENS No MI II First No CANTON No MI II First No BATON ROUGE No MI II First No OCALA No MI II First No PORTLAND No MI II First No KANSAS CITY Republic MIC II First No KANSAS CITY GE Capital MI II First No WINSTON SALEM No MI II First No RAYTOWN No MI II First No SAN BERNARDINO No MI II First No Charlotte No MI II First No DALLAS No MI II First No Winston Salem No MI II First No MEMPHIS Radian Guaranty II First No Winston Salem No MI II First No Winston Salem No MI II First No GALVESTON No MI II First No MEMPHIS Radian Guaranty II First No MEMPHIS Radian Guaranty II First No FALLS CHURCH No MI II First No RICHMOND No MI II First No SOUND BEACH No MI II First No AUGUSTA No MI II First No Trenton No MI II First No TRENTON No MI II First No KANNAPOLIS No MI II First No TRENTON No MI II First No OCOEE No MI II First No Concord No MI II First No Pompton Plains No MI II First No KNOXVILLE No MI II First No COLUMBIA No MI II First No SAN LEANDRO No MI II First No TEMPE No MI II First No ROCHESTER HILLS No MI II First No Bradenton Beach No MI II First No OAKLAND No MI II First No ROSELLE No MI II First No FLAT ROCK No MI II First No MADRAS No MI II First No KANSAS CITY Radian Guaranty II First No MADRAS No MI II First No ELK GROVE No MI II First No DETROIT No MI II First No PORTSMOUTH No MI II First No HIALEAH No MI II First No MOLINE No MI II First No MANCHESTER No MI II First No ARVERNE No MI II First No WOBURN No MI II First No PHOENIX No MI II First No LAS VEGAS No MI II First No OCEANSIDE No MI II First No SPRING No MI II First No PHOENIX No MI II First No LAREDO No MI II First No ROCKVALE No MI II First No NORTH BELLMORE No MI II First No Los Angeles No MI II First No SPARTANBURG No MI II First No Acworth No MI II First No COLUMBUS No MI II First No LAS VEGAS No MI II First No COACHELLA No MI II First No Lumberton Triad Guaranty II First No XXXXXXXX No MI II First No SCHENECTADY No MI II First No BILOXI No MI II First No GULFPORT No MI II First No SPARTANBURG No MI II First No BALTIMORE Mortgage Guaranty In II First No SPARTANBURG No MI II First No WALDORF No MI II First No ROUND LAKE No MI II First No Decatur No MI II First No DES PLAINES No MI II First No CHICAGO No MI II First No PIEDMONT No MI II First No PORTLAND No MI II First No SAN ANTONIO No MI II First No SAN ANTONIO No MI II First No SAN ANTONIO No MI II First No CRANSTON No MI II First No HOUSTON No MI II First No QUEEN CREEK No MI II First No DAYTON No MI II First No Atlanta No MI II First No EASTPOINTE No MI II First No LITTLE ROCK No MI II First No MILFORD No MI II First No SURPRISE No MI II First No XXXXXXX No MI II First No SEVIERVILLE No MI II First No NEW HAVEN No MI II First No GATLINBURG No MI II First No WASHINGTON No MI II First No SOUTHFIELD No MI II First No LINCOLNWOOD No MI II First No COLUMBUS No MI II First No DOVER No MI II First No Buckeye No MI II First No QUEEN CREEK No MI II First No MESA No MI II First No Xxxxxxx No MI II First No PROVIDENCE No MI II First No Atlanta No MI II First No Chickamauga No MI II First No JACKSONVILLE No MI II First No North Bethesda No MI II First No BRENTWOOD No MI II First No Glendale No MI II First No PEMBROKE No MI II First No PHOENIX No MI II First No TAMPA No MI II First No MIAMI BEACH No MI II First No JERSEY CITY No MI II First No SIOUX FALLS No MI II First No MARICOPA No MI II First No AURORA Mortgage Guaranty In II First No Xxxxxxxx No MI II First No BOLINGBROOK No MI II First No SPARTANBURG Radian Guaranty II First No NEW YORK No MI II First No DOUGLASSVILLE No MI II First No Albuquerque No MI II First No HILTON HEAD ISLAND No MI II First No ASTORIA No MI II First No WHEATON No MI II First No PLATTSBURG No MI II First No FORT XXXXXXXX No MI II First No MIDDLETOWN No MI II First No BROOKLYN No MI II First No LAS VEGAS No MI II First No FORT LAUDERDALE No MI II First No FALLS CHURCH No MI II First No OXNARD No MI II First No DETROIT No MI II First No XXXXXXX No MI II First No NORFOLK No MI II First No SANDPOINT No MI II First No PARADISE No MI II First No CAPE CORAL Triad Guaranty II First No SEDONA No MI II First No PAWLEYS ISLAND No MI II First No COUNTRY CLUB HILLS No MI II First No Passaic No MI II First No Franklin No MI II First No SAN ANTONIO Mortgage Guaranty In II First No BRIDGEPORT No MI II First No XXXXX No MI II First No SURPRISE No MI II First No CHICAGO No MI II First No LAKE FOREST No MI II First No FARMINGVILLE No MI II First No PALM BAY No MI II First No BIRMINGHAM No MI II First No WALDORF No MI II First No West New York No MI II First No PHOENIX No MI II First No DETROIT No MI II First No XXXXXX No MI II First No XXXXXXX No MI II First No INDIO No MI II First No WESTWOOD No MI II First No TEHACHAI No MI II First No CLEVELAND No MI II First No BAKERSFIELD No MI II First No SWANSEA Radian Guaranty II First No SCOTTSDALE No MI II First No BUCKEYE Triad Guaranty II First No WILLOWBROOK No MI II First No KANSAS CITY No MI II First No MARICOPA No MI II First No FOREST GROVE No MI II First No MARICOPA No MI II First No XXXXXXX No MI II First No CEDAR POINT No MI II First No FREDERICKSBURG No MI II First No BALTIMORE Radian Guaranty II First No LAS VEGAS No MI II First No PEORIA No MI II First No Ahoskie No MI II First No JACKSONVILLE No MI II First No Evansville No MI II First No BRYANS ROAD No MI II First No WALDORF No MI II First No JACKSONVILLE No MI II First No MEMPHIS No MI II First No LORTON No MI II First No SALISBURY No MI II First No SAINT LOUIS No MI II First No Trenton No MI II First No XXXXXXX No MI II First No MEMPHIS No MI II First No TOLEDO No MI II First No TAMPA No MI II First No SAINT LOUIS No MI II First No PROVIDENCE No MI II First No RICHMOND No MI II First No ISLE OF PALMS No MI II First No CENTEREACH No MI II First No SAINT LOUIS No MI II First No LANCASTER No MI II First No NORTH LAS VEGAS No MI II First No Woodstock No MI II First No LONG BEACH No MI II First No EVANSTON No MI II First No PEYTON No MI II First No Marietta GE Capital MI II First No EVANSTON No MI II First No INDIANAPOLIS No MI II First No Sunbury No MI II First No Rome No MI II First No ORLANDO No MI II First No EVANSTON No MI II First No AMSTERDAM No MI II First No MIAMI No MI II First No EL PASO No MI II First No FALLS CHURCH No MI II First No TYLER No MI II First No LADYS ISLAND No MI II First No JAMAICA No MI II First No CHICAGO No MI II First No Fort Xxxxx No MI II First No BALTIMORE No MI II First No PALM COAST No MI II First No Hillsborough No MI II First No ALEXANDRIA No MI II First No CRYSTAL SPRINGS No MI II First No PHOENIX No MI II First No VIRGINIA BEACH No MI II First No PORT JEFFERSON STATION No MI II First No DAYTON No MI II First No BAYONNE No MI II First No WELLINGTON No MI II First No AKRON No MI II First No MARYVILLE No MI II First No WARRENTON No MI II First No XXXXX No MI II First No EL PASO No MI II First No SOUTH PADRE ISLAND No MI II First No FARMINGTON No MI II First No FARMINGTON No MI II First No GRANDVILLE No MI II First No BAY SHORE No MI II First No BURNSVILLE No MI II First No Evansville No MI II First No XXXXXXXX No MI II First No DUNELLEN No MI II First No HOLLYWOOD No MI II First No Tigard No MI II First No PORT SAINT LUCIE Triad Guaranty II First No PALISADES No MI II First No MERCED No MI II First No SAINT ALBANS No MI II First No DAYTON No MI II First No EL MONTE No MI II First No XXXXXX Mortgage Guaranty In II First No JACKSONVILLE No MI II First No BRIDGEPORT No MI II First No LAWRENCEVILLE No MI II First No WATERFORD No MI II First No MONROE No MI II First No Atlantic Beach No MI II First No Kalamazoo No MI II First No WINCHESTER No MI II First No SPOKANE No MI II First No West Sacramento No MI II First No FORT WORTH No MI II First No SUNRISE No MI II First No MARYSVILLE No MI II First No CONCORD No MI II First No SIOUX FALLS No MI II First No COLUMBUS No MI II First No XXXXXXX No MI II First No BELLEROSE No MI II First No Paterson No MI II First No LEWES No MI II First No Boston No MI II First No BOOTHWYN No MI II First No TUCSON No MI II First No CHICAGO No MI II First No CHARLOTTE No MI II First No WHEATON No MI II First No FORT XXXXX No MI II First No TINLEY PARK No MI II First No GRANTS PASS No MI II First No XXXXX No MI II First No STREAMWOOD No MI II First No XXXXXX No MI II First No Toms River No MI II First No SAINT XXXXXX No MI II First No PATASKALA No MI II First No LOVELAND No MI II First No Boston No MI II First No VIRGINIA BEACH No MI II First No APPLE VALLEY No MI II First No BOYNTON BEACH No MI II First No PONTIAC No MI II First No CHICAGO No MI II First No NEWBURGH No MI II First No Xxxxxxxxx Triad Guaranty II First No Boston No MI II First No XXXXXX No MI II First No Durham No MI II First No FORT XXXXX No MI II First No DETROIT No MI II First No SURPRISE No MI II First No LEES SUMMIT Republic MIC II First No AVONDALE No MI II First No LITHIA No MI II First No SURPRISE Radian Guaranty II First No FAIRVIEW No MI II First No SHOW LOW No MI II First No Charlotte No MI II First No OKLAHOMA CITY Mortgage Guaranty In II First No CLEVELAND No MI II First No ALAMEDA No MI II First No ORMOND BEACH No MI II First No XXXXX No MI II First No SAN ANTONIO No MI II First No FORT XXXXXX No MI II First No RICHMOND No MI II First No DAYTON No MI II First No INDEPENDENCE No MI II First No LARGO No MI II First No SURPRISE No MI II First No HANFORD No MI II First No BRONX No MI II First No BRANSON No MI II First No ASHBURN No MI II First No Belmont No MI II First No LYNCHBURG No MI II First No LYNCHBURG No MI II First No DAYTON No MI II First No HARLINGEN No MI II First No XXXXXX Mortgage Guaranty In II First No EAST DURHAM No MI II First No STOCKTON No MI II First No ODENTON No MI II First No WOODSIDE No MI II First No CANTON No MI II First No SAINT LOUIS No MI II First No Camden No MI II First No COLUMBUS No MI II First No NORTH MIAMI No MI II First No VIRGINIA BEACH No MI II First No KANSAS CITY No MI II First No AKRON No MI II First No SAINT LOUIS No MI II First No Xxxxxx No MI II First No TOPEKA No MI II First No GREENVILLE No MI II First No VIENNA No MI II First No OZONE PARK No MI II First No AURORA No MI II First No GOODLETTSVILLE No MI II First No CHICAGO No MI II First No APPLE VALLEY No MI II First No Irvington No MI II First No MURRIETA No MI II First No XXXXXXXXX No MI II First No ZEPHYRHILLS No MI II First No MERIDEN No MI II First No PHILADELPHIA No MI II First No SANTA XXXX No MI II First No PROVIDENCE No MI II First No WASHINGTON No MI II First No GLENDALE No MI II First No UPPER MARLBORO No MI II First No RESTON No MI II First No East Boston No MI II First No CHICAGO No MI II First No AURORA No MI II First No PHOENIX No MI II First No Cottonwood No MI II First No HOMESTEAD No MI II First No KANSAS CITY No MI II First No HILLSBORO No MI II First No LAKE OSWEGO No MI II First No NEW LONDON No MI II First No GRANTS PASS No MI II First No XXXXXX No MI II First No AIKEN No MI II First No BUFFALO No MI II First No CLERMONT Mortgage Guaranty In II First No Louisville No MI II First No NEWPORT NEWS No MI II First No LOS ANGELES No MI II First No MIAMI No MI II First No XXXXXXX ESTATES No MI II First No NAMPA No MI II First No POWDER SPRINGS No MI II First No Alpharetta No MI II First No DETROIT Mortgage Guaranty In II First No JACKSONVILLE BEACH No MI II First No ANGOLA No MI II First No BOILING SPRINGS No MI II First No Apopka No MI II First No BRONX No MI II First No SPOKANE No MI II First No ORLANDO No MI II First No BROOKLYN No MI II First No TYLER No MI II First No PHILADELPHIA No MI II First No Alpharetta No MI II First No TOPEKA No MI II First No CHICAGO No MI II First No TOPEKA No MI II First No TOPEKA No MI II First No E FALLOWFIELD Triad Guaranty II First No MESA No MI II First No GREENVILLE No MI II First No RENTON No MI II First No LANSING No MI II First No EL PASO No MI II First No Raleigh No MI II First No BIRMINGHAM No MI II First No BARTOW No MI II First No OKLAHOMA CITY No MI II First No CHICAGO No MI II First No ORMOND BEACH No MI II First No DETROIT No MI II First No HOLLYWOOD No MI II First No NORTH CHARLESTON No MI II First No VANCOUVER No MI II First No AVONDALE PMI II First No JACKSONVILLE Radian Guaranty II First No SEGUIN No MI II First No SOUTHFIELD No MI II First No KENT No MI II First No ROWESVILLE No MI II First No MASPETH No MI II First No Mutttontown No MI II First No XXXX OAKS No MI II First No DARLINGTON No MI II First No NORTH HOLLYWOOD No MI II First No NEW DURHAM No MI II First No RANCHO PALOS VERDES No MI II First No SAN ANTONIO No MI II First No PORT SAINT LUCIE No MI II First No COLUMBUS No MI II First No KANSAS CITY No MI II First No NORTH CHARLESTON No MI II First No FOUNTAIN No MI II First No BALTIMORE No MI II First No LAWRENCEVILLE No MI II First No HOMESTEAD No MI II First No LA VERGNE No MI II First No NORTH LAS VEGAS No MI II First No WASHINGTON No MI II First No ATLANTA No MI II First No Cumming No MI II First No HILLSBORO No MI II First No JACKSONVILLE No MI II First No Wilmington No MI II First No Las Cruces No MI II First No VISALIA No MI II First No SCAPPOOSE No MI II First No SALEM No MI II First No Santa Xxxxx No MI II First No JACKSONVILLE No MI II First No OZARK No MI II First No CHICAGO No MI II First No SCOTTSDALE No MI II First No HOUSTON No MI II First No ELMHURST No MI II First No WASHINGTON No MI II First No CHICAGO No MI II First No XXXXXXXX No MI II First No Powder Springs No MI II First No PHOENIX No MI II First No GLENDALE No MI II First No MODESTO No MI II First No LAS VEGAS No MI II First No WALDORF No MI II First No LISLE No MI II First No SALEM No MI II First No SPARTANBURG No MI II First No SPOKANE No MI II First No RIDGE No MI II First No PHOENIX No MI II First No WAKE FOREST No MI II First No KANSAS CITY No MI II First No XXXXXXX No MI II First No MINNEAPOLIS No MI II First No SPRING CITY No MI II First No PINE BLUFFS No MI II First No WASHINGTON No MI II First No MARICOPA No MI II First No GIBSONTON No MI II First No CHEYENNE No MI II First No ANNAPOLIS No MI II First No SEAFORD No MI II First No ESSEX No MI II First No DES MOINES No MI II First No KANSAS CITY No MI II First No Scottsdale No MI II First No MARYSVILLE No MI II First No FORT LAUDERDALE No MI II First No LIBERTY LAKE No MI II First No Raleigh Triad Guaranty II First No SILVER SPRING No MI II First No MIRA LOMA No MI II First No KATONAH No MI II First No Xxxx No MI II First No XXXXXXX No MI II First No PROVIDENCE No MI II First No WOODBRIDGE No MI II First No CAPE CORAL No MI II First No Atlanta No MI II First No RENO No MI I First No RANDALLSTOWN No MI I First No PERINTON GE Capital MI I First No FRAMINGHAM No MI I First No Vienna No MI I First No Phippsburg No MI I First No Detroit No MI I First No Detroit Mortgage Guaranty In I First No Washington No MI I First No Fort Washington No MI I First No Clermont No MI I First No Manassas No MI I First No Fort Washington No MI I First No Sterling No MI I First No Washington No MI I First No Suisun City No MI I First No Manassas No MI I First No Woodbridge No MI I First No Centreville No MI I First No Fairfax No MI I First No Culpeper No MI I First No Fredericksburg No MI I First No Xxxxxxxx No MI I First No Fredericksburg No MI I First No Cooksville No MI I First No Manassas No MI I First No Manassas No MI I First No Winston Salem No MI I First No Temple Hills No MI I First No Germantown No MI I First No Manassas No MI I First No Richmond No MI I First No Alexandria No MI I First No Clinton No MI I First No Upper Marlboro No MI I First No Gaithersburg No MI I First No Arlington No MI I First No Beltsville No MI I First No Manassas No MI I First No Woodbridge No MI I First No Capitol Heights No MI I First No Culpeper No MI I First No Alexandria No MI I First No Woodbridge No MI I First No Manassas No MI I First No Takoma Park No MI I First No Woodbridge No MI I First No Leesburg No MI I First No Aldie No MI I First No TAMARAC No MI I First No Reston No MI I First No Manassas No MI I First No Woodbridge No MI I First No Falls Church No MI I First No Baltimore No MI I First No PORT REPUBLIC No MI I First No STREAMWOOD No MI I First No LOUISVILLE No MI I First No BALTIMORE No MI I First Yes Fargo No MI I First No BEALETON No MI I First No COLUMBIA No MI I First No DOVER No MI I First No BALTIMORE No MI I First No CARENCRO No MI I First No BALTIMORE No MI I First No BALTIMORE No MI I First No BALTIMORE No MI I First No WALDORF No MI I First No ARLINGTON No MI I First No Pasadena No MI I First No ARLINGTON No MI I First No BALTIMORE No MI I First No ARLINGTON No MI I First No DAVIDSONVILLE No MI I First No NEW CASTLE No MI I First No YORK No MI I First No VIRGINIA BEACH No MI I First No RICHMOND No MI I First No CUMBERLAND No MI I First No POTTSTOWN No MI I First No POTTSTOWN No MI I First No BALTIMORE No MI I First No Baltimore No MI I First No SOUDERTON No MI I First No Grant No MI I First No MIAMI No MI I First No XXXX No MI I First No TAMPA No MI I First No Romulus No MI I First No Lakeland No MI I First No West Palm Beach No MI I First No UPPER MARLBORO No MI I First No Albertson No MI I First No Brooklyn No MI I First No Wyandanch No MI I First No ALTURA No MI I First No Alexandria No MI I First No APACHE JUNCTION No MI I First No MOUNT LAUREL TOWNSHIP No MI I First No IRVINGTON TOWNSHIP No MI I First No NEW BRUNSWICK No MI I First No PATERSON No MI I First No BAYONNE No MI I First No Trenton No MI I First No WOODBRIDGE No MI I First No MT OLIVE TOWNSHIP No MI I First No TRENTON No MI I First No JERSEY CITY No MI I First No NORTH BERGEN TWP No MI I First No PASSAIC No MI I First No EAST ORANGE No MI I First No EAST ORANGE No MI I First No JERSEY CITY No MI I First No MENDHAM TOWNSHIP No MI I First No Miami No MI I First No Hialeah No MI I First No Hillsborough No MI I First No Xxxxxxx River Township No MI I First No Xxxxxxxxx No MI I First No Newark No MI I First No Fitchburg No MI I First No Xxxxxxxx No MI I First No Orange No MI I First No Newark No MI I First No Jersey City No MI I First No Xxxx No MI I First No Antioch No MI I First No New Port Xxxxxx No MI I First No Mobile No MI I First No Nashville No MI I First No Dunedin No MI I First No Seminole No MI I First No Largo No MI I First No Mandeville No MI I First No Dunedin No MI I First No Clearwater No MI I First No Ocala No MI I First No Clearwater No MI I First No Chattanooga Republic MIC I First No Hendersonville No MI I First No Iuka No MI I First No Auburn No MI I First No Cape Coral No MI I First No Xxxxxxx No MI I First No Celebration No MI I First No Orlando No MI I First No Gulf Breeze No MI I First No Nashville No MI I First No Birmingham No MI I First No JONESBORO No MI I First No LITHONIA No MI I First No Cincinnati No MI I First No XXXX XXXXXX No MI I First No MIAMI No MI I First No Cincinnati No MI I First No MARIETTA No MI I First No Kennesaw No MI I First No BLUE RIDGE No MI I First No HIGH POINT No MI I First No ATLANTA No MI I First No Cincinnati Radian Guaranty I First No Port Xxxxxxx No MI I First No Bayside No MI I First No Fresh Xxxxxxx No MI I First No Philadelphia GE Capital MI I First No Westampton No MI I First No Philadelphia No MI I First No Northfield No MI I First No Woodbury No MI I First No Ocean City No MI I First No BROOKLYN Radian Guaranty I First No Brooklyn No MI I First No College Point No MI I First No Laurel Radian Guaranty I First No Chicago No MI I First No JERSEY CITY No MI I First No NOGALES No MI I First No PLACENTIA No MI I First No SURPRISE No MI I First No UPLAND No MI I First No CHINO No MI I First No PLACENTIA No MI I First No EL CENTRO No MI I First No YUMA No MI I First No Laredo No MI I First No GREELEY No MI I First No GREELEY No MI I First No GREELEY No MI I First No PALM SPRINGS No MI I First No Rio Rico No MI I First No Xxxxxxxxxx No MI I First No Chicago No MI I First No Minneapolis No MI I First No Chicago No MI I First No Little Rock No MI I First No Xxxxxx No MI I First No Brighton No MI I First No KINGSVILLE No MI I First No Chicago No MI I First No Florissant No MI I First No Atlanta No MI I First No Orlando No MI I First No Orlando No MI I First No Ellijay No MI I First No Tampa No MI I First No New River No MI I First No Millington No MI I First No Savannah No MI I First No Arvada No MI I First No Davie Beach No MI I First No York No MI I First No Granbury No MI I First No Chicago No MI I First No WASHINGTON No MI I First No ELLICOTT CITY No MI I First No FORKED RIVER No MI I First No EASTON No MI I First No LAREDO No MI I First No MESA No MI I First No XXXXXX No MI I First No MISSION No MI I First No PHOENIX No MI I First No BELLEVUE No MI I First No ORANGE No MI I First No MCALLEN No MI I First No XXXXXX No MI I First No SEVERNA PARK No MI I First No SUN CITY WEST No MI I First No WESLACO No MI I First No CEDAR PARK No MI I First No DECATUR No MI I First No FORT WORTH No MI I First No LEESBURG No MI I First No XXXXXXXXX No MI I First No GREAT FALLS No MI I First No SILVER SPRING No MI I First No ATHENS No MI I First No SILVER SPRING No MI I First No MIDDLETOWN No MI I First No CAPITOL HEIGHTS No MI I First No MESA No MI I First No ROUND ROCK No MI I First No MCALLEN No MI I First No CEDAR PARK No MI I First No XXXXXXX No MI I First No MESA No MI I First No CLAREMONT No MI I First No ORANGE No MI I First No XXXXXXXX No MI I First No SAN FRANCISCO No MI I First No XXXXXX No MI I First No MISSION No MI I First No SANTA XXX No MI I First No SAN ANTONIO No MI I First No PHOENIX No MI I First No GREAT FALLS No MI I First No TOMS RIVER No MI I First No SPRING LAKE No MI I First No HOLLYWOOD No MI I First No HILLSDALE No MI I First No MINNEAPOLIS No MI I First No BROWNSVILLE No MI I First No MINNEAPOLIS No MI I First No LAREDO No MI I First No PHOENIX No MI I First No BIG BEAR LAKE No MI I First No YONKERS No MI I First No WASHINGTON No MI I First No TOTOWA No MI I First No BELLINGHAM No MI I First No RICHMOND No MI I First No TAKOMA PARK No MI I First No CORONA No MI I First No WESLACO No MI I First No MCALLEN No MI I First No ARIZONA CITY No MI I First No WASHINGTON No MI I First No MESA No MI I First No REMINGTON No MI I First No PHOENIX No MI I First No BALTIMORE No MI I First No Encino No MI I First No San Antonio No MI I First No OAK POINT No MI I First No Dallas No MI I First No OAK POINT No MI I First No Bethlehem No MI I First No Stockbridge No MI I First No Frisco No MI I First No Xxxxx No MI I First No Ellenwood No MI I First No Loris No MI I First No Round Rock PMI I First No Plano No MI I First No Stockbridge No MI I First No Rockport No MI I First No Hapeville No MI I First No Dallas No MI I First No San Diego No MI I First No Dallas No MI I First No Prescott No MI I First No Lincoln No MI I First No Pflugerville No MI I First No FT WORTH No MI I First No Dacula No MI I First No Xxxxxx No MI I First No San Diego No MI I First No Xxxxxxxx No MI I First No Mesquite No MI I First No Midway City No MI I First No Xxxxxxxxx No MI I First No Los Angeles No MI I First No San Diego No MI I First No Grand Prairie United Guaranty I First No Houston No MI I First No Dallas No MI I First No Vista No MI I First No Marietta No MI I First No FATE No MI I First No Lewisville No MI I First No Abingdon No MI I First No Valdosta No MI I First No Mcallen PMI I First No Albuquerque No MI I First No Riverdale No MI I First No San Antonio No MI I First No Douglasville No MI I First No Deer Park No MI I First No Myrtle Beach No MI I First No Valdosta No MI I First No Spring No MI I First No Xxxxxx No MI I First No Xxxxxx No MI I First No XXXXXX No MI I First No Mesquite No MI I First No Irving No MI I First No Eden Prairie No MI I First No Houston No MI I First No Stockbridge No MI I First No OAK POINT No MI I First No Dallas No MI I First No Jefferson No MI I First No Arlington No MI I First No Houston No MI I First No OAK POINT No MI I First No Farmers Branch No MI I First No Albuquerque GE Capital MI I First No Oklahoma City No MI I First No Honolulu No MI I First No Las Vegas No MI I First No Pasadena No MI I First No ANTIOCH No MI I First No SAN MARCOS No MI I First No COEUR D ALENE No MI I First No XXXXXX No MI I First No SPOKANE No MI I First No CARMEL VALLEY No MI I First No Xxxxxxx No MI I First No Carrollton No MI I First No ALPINE FOREST No MI I First No CERES No MI I First No Indianapolis No MI I First No HOPKINSVILLE No MI I First No XXXXXXXX No MI I First No INDIANAPOLIS Republic MIC I First No COSHOCTON No MI I First No HOPKINSVILLE No MI I First No INDIANAPOLIS No MI I First No LOUISVILLE No MI I First No HOPKINSVILLE No MI I First No HOPKINSVILLE No MI I First No HOPKINSVILLE No MI I First No HOPKINSVILLE No MI I First No Aurora No MI I First No Milwaukee No MI I First No Cape Coral No MI I First No Keystone No MI I First No Kenosha No MI I First No Milwaukee No MI I First No Xxxxxxx No MI I First No Coral Gables No MI I First No Ashburn Mortgage Guaranty In I First No Shelter Island No MI I First No Alexandria No MI I First No Manassas No MI I First No Silver Spring Mortgage Guaranty In I First No Alexandria Mortgage Guaranty In I First No Alexandria PMI I First No Falls Church No MI I First No Cape Coral No MI I First No Washington No MI I First No Manassas Mortgage Guaranty In I First No CLEVELAND No MI I First No KAILUA No MI I First No PINEVILLE No MI I First No Honolulu No MI I First Yes PLEASANT HILL No MI I First No XXXXXXXXX No MI I First No Xxxxxx No MI I First No Elberton No MI I First No Ventura No MI I First No Xxxxxxx No MI I First No Mesa No MI I First No Tucson No MI I First No Sun City No MI I First No Myrtle Radian Guaranty I First No Scottsdale No MI I First No Tempe No MI I First No Olathe No MI I First No Phoenix No MI I First No Phoenix No MI I First No Tucson No MI I First No Paradise Valley No MI I First No Cottonwood No MI I First No Kansas City No MI I First No Phoenix No MI I First No Kansas City No MI I First No Phoenix No MI I First No Apache Junction No MI I First No Yuma No MI I First No Phoenix No MI I First No Phoenix No MI I First No WEST FARGO No MI I First No SPRING No MI I First No HOUSTON No MI I First No SPRING No MI I First No SAN ANTONIO No MI I First No HOUSTON No MI I First No GROSSE POINTE FARMS No MI I First No SPRING No MI I First No Palm Bay No MI I First No Titusville No MI I First No palmbay No MI I First No San Diego No MI I First No San Diego No MI I First No Xxxxx No MI I First No Cincinnati No MI I First No West Springfield No MI I First No Columbus No MI I First No Xxxxxx No MI I First No Newark No MI I First No Fredericktown No MI I First No Pittsburgh No MI I First No Columbus No MI I First No Pennsburg No MI I First No Fredericktown No MI I First No Harrisburg No MI I First No Union No MI I First No BETHEL No MI I First No Westbury No MI I First No Bay Shore No MI I First No WATERTOWN No MI I First No Freeport No MI I First No Elmont No MI I First No Fort Worth No MI I First No Xxxxxx No MI I First No Kellyville No MI I First No Lithia No MI I First No XXXXXXX No MI I First No BETHESDA No MI I First No Xxxxxx No MI I First No SILVER SPRING No MI I First No Xxxxxxx No MI I First No LAUREL No MI I First No Leesburg No MI I First No GERMANTOWN No MI I First No Xxxxxxx No MI I First No Lewiston No MI I First No Portland No MI I First No Xxxxxxxx Township No MI I First No Chicopee No MI I First No Highland No MI I First No Converse No MI I First No Emerald Isle No MI I First No Xxxxxxx No MI I First No Saint Petersburg No MI I First No Derby No MI I First No Washington No MI I First No PERRYVILLE No MI I First No Waukegan No MI I First No Wilmington No MI I First Yes Charlotte No MI I First No Lebanon No MI I First No Denver No MI I First No Raynham No MI I First Yes San Antonio No MI I First No Freedom No MI I First No San Antonio No MI I First No Chicopee No MI I First No Pleasant View No MI I First No XXXXXXXX No MI I First No Weymouth No MI I First No Charlotte No MI I First No Dorchester No MI I First No Xxxxxxxx No MI I First No Elkton No MI I First No SAN ANTONIO No MI I First No Assonet No MI I First No Xxxxxx No MI I First No Mashpee No MI I First No GOSHEN No MI I First No TULARE No MI I First No VISALIA No MI I First No FRESNO No MI I First No Las Vegas No MI I First No Las Vegas No MI I First No MURRIETA No MI I First No Maineville No MI I First No HAGERSTOWN No MI I First No CHARLOTTESVILLE No MI I First No LAUREL No MI I First No CHARLOTTESVILLE No MI I First No CHARLOTTESVILLE No MI I First No CHARLOTTESVILLE No MI I First No CHARLOTTESVILLE No MI I First No WICHITA No MI I First No CHARLOTTESVILLE No MI I First No Charlottesville No MI I First No Washington No MI I First No CHARLOTTESVILLE No MI I First No MIAMI No MI I First No WICHITA No MI I First No VIENNA No MI I First No Temple No MI I First No Myrtle Beach No MI I First No Macon No MI I First No Jacksonville No MI I First No San Bernardino No MI I First No Grand Rapids No MI I First No Xxxxxxxxxxx No MI I First No Grand Rapids No MI I First No Myrtle Beach No MI I First No Elkmont No MI I First No Kansas City No MI I First No Miami No MI I First No Macon No MI I First No Rochester No MI I First No Saint Augustine No MI I First No Riverside Area No MI I First No SOUTH LAKE TAHOE No MI I First No XXXX No MI I First No PICO XXXXXX No MI I First No KOLOA No MI I First No CASA GRANDE Republic MIC I First No SHOREVIEW No MI I First No POMONA No MI I First No SANTA XXX No MI I First No N LAS VEGAS No MI I First No XXXXXXXXX No MI I First No MIDWAY CITY No MI I First No REDLANDS No MI I First No Bay Shore No MI I First No Xxxxxxx No MI I First No East Elmhurst No MI I First No North Bergen No MI I First No West Orange No MI I First No Jamaica No MI I First No Passaic No MI I First No Far Rockaway No MI I First No Hyattsville No MI I First No Hyattsville No MI I First No Hyattsville No MI I First No Hahira No MI I First No Coral Springs No MI I First No Beulaville No MI I First No Columbus No MI I First No Lake Oswego No MI I First No WILLINGBORO No MI I First No Minneapolis No MI I First No DOVE CANYON No MI I First No VISALIA No MI I First No SAN FRANCISCO No MI I First No Concord No MI I First No West New York No MI I First No LAS VEGAS No MI I First No Miami No MI I First No Hialeah No MI I First No Tampa No MI I First No Melbourne No MI I First No Miami Beach No MI I First No MIAMI No MI I First No LOS ANGELES No MI I First No MILPITAS No MI I First No GREENFIELD No MI I First No SANTA XXX No MI I First No SAN XXXX No MI I First No ORANGE PARK No MI I First No Columbia No MI I First No Savannah No MI I First No Jacksonville No MI I First No Jacksonville No MI I First No Jacksonville No MI I First No Baltimore No MI I First No Xxxxxx No MI I First No Mount Pleasant No MI I First No XXXXXXX No MI I First No CULPEPER No MI I First No QUEEN CREEK No MI I First No UPPER MARLBORO No MI I First No LAVEEN No MI I First No LANCASTER No MI I First No SURPRISE No MI I First No TEMECULA No MI I First No FAIRFIELD No MI I First No Ponte Vedra Beach No MI I First No Davie No MI I First No Kennesaw No MI I First No Xxxxxxx No MI I First No Orlando No MI I First No Xxxxxxxxx No MI I First No Davie No MI I First No Xxxxxx No MI I First No Athens Republic MIC I First No Hoschton No MI I First No Peachtree City No MI I First No Pompano Beach No MI I First No Pompano Beach No MI I First No Atlanta No MI I First No Lawrenceville No MI I First No Xxxxx XX Capital MI I First No Monroe Republic MIC I First No Stockbridge No MI I First No Maitland No MI I First No Lake Xxxxx No MI I First No Alpharetta No MI I First No Monroe No MI I First No Orlando No MI I First No Jacksonville No MI I First No Bradenton No MI I First No Brandon GE Capital MI I First No Dunedin No MI I First No Tampa No MI I First No Marietta No MI I First No Woodstock No MI I First No Xxxxxx No MI I First No Stockbridge No MI I First No Virginia Beach No MI I First No Cicero No MI I First No PALM BEACH GARDENS No MI I First No ALEXANDRIA Republic MIC I First No Roanoke No MI I First No Reisterstown No MI I First No MELBOURNE No MI I First No SHERWOOD No MI I First No BEDFORD No MI I First No Arlington No MI I First No Xxxxx Xxxx No MI I First No PALM BAY No MI I First No SAINT AUGUSTINE No MI I First No Lauderhill No MI I First No BRENTWOOD No MI I First No Benicia No MI I First No ORLANDO No MI I First No WEST BABYLON No MI I First No XXXXXXXXX No MI I First No Oxnard No MI I First No SAN BERNARDINO No MI I First No APPLE VALLEY No MI I First No Gahanna No MI I First No COLUMBUS No MI I First No COLUMBUS No MI I First No Westerville No MI I First No Westerville No MI I First No COLUMBUS No MI I First No Salt Lake City No MI I First No Park City No MI I First No MIDWAY No MI I First No Park City No MI I First No Oradell No MI I First No KALAMAZOO No MI I First No Union No MI I First No Zellwood No MI I First No Delray Beach No MI I First No Gainesville No MI I First No Ocoee No MI I First No Ocoee No MI I First No Temple Hills No MI I First No Glenwood No MI I First No Bowie No MI I First No Villa Rica PMI I First No Deland No MI I First No Xxxxxx Chapel No MI I First No Newport News No MI I First No Baltimore No MI I First No Washington No MI I First No Maitland No MI I First No Rosemount No MI I First No Minneapolis No MI I First No XXXXXX No MI I First No Houston No MI I First No HILO No MI I First No SANTA XXXX No MI I First No LEWISVILLE No MI I First No Harahan No MI I First No LUBBOCK No MI I First No THE WOODLANDS No MI I First No DESOTO No MI I First No BATON ROUGE No MI I First No GREEN BAY No MI I First No LEWISVILLE No MI I First No XXXXXX No MI I First No RACINE No MI I First No Houston No MI I First No LEWISVILLE No MI I First No The Woodlands No MI I First No LEAGUE CITY No MI I First No DURHAM No MI I First No PEARLAND No MI I First No OCEAN SPRINGS No MI I First No Spring No MI I First No JONESBOROUGH No MI I First No Fountain Valley No MI I First No San Xxxxxxx No MI I First No MESA No MI I First No Phoenix No MI I First No Peoria No MI I First No SUMMIT No MI I First No Bourbonnais No MI I First No Northbrook No MI I First No Franklin No MI I First No Osakis No MI I First No Xxxx Rapids No MI I First No ST LOUIS No MI I First No XXXXXX No MI I First No LONGVIEW No MI I First No DALLAS No MI I First No JACKSONVILLE No MI I First No LONGVIEW No MI I First No LONGVIEW No MI I First No DALLAS No MI I First No TYLER No MI I First No AZLE No MI I First No JACKSONVILLE No MI I First No JACKSONVILLE No MI I First No HOUSTON Republic MIC I First No Bloomington No MI I First No Silverthorne No MI I First No Boulder No MI I First No Haiku No MI I First No Xxxxxx No MI I First Yes Philadelphia No MI I First No Long Beach No MI I First No Los Angeles No MI I First No Los Angeles No MI I First No New Preston Marble Xxxx No MI I First No Riverside No MI I First No Santa Xxxxxxx No MI I First No Tarzana No MI I First No Arlington No MI I First No Los Angeles No MI I First No Pebble Beach No MI I First No Merrimac No MI I First No Kansas City No MI I First No Staten Island No MI I First No Venice No MI I First No Stockton No MI I First No San Diego No MI I First No Orlando No MI I First No Ocean Springs No MI I First No Ventura No MI I First No Albuquerque No MI I First No Phoenix No MI I First No La Quinta No MI I First No Stevensville No MI I First No San Diego No MI I First No Palos Verdes Peninsula No MI I First No Delray Beach No MI I First No Indian Orchard No MI I First No Cashiers Townshi[p No MI I First No Las Vegas No MI I First No Niles No MI I First No Glendale No MI I First No Palmdale No MI I First No Anaheim No MI I First No Xxxxxx No MI I First No Pearl City No MI I First No Long Beach No MI I First No Brockton No MI I First No Dallas No MI I First No Rockville No MI I First No Ocala No MI I First No Chesterfield No MI I First No Cypress No MI I First No Dallas No MI I First No CAIRO PMI I First No Laredo No MI I First No Tallahassee No MI I First No Houston No MI I First No Saint Louis No MI I First No KANKAKEE No MI I First No Palm Bay No MI I First No Katy No MI I First No Xxxxx No MI I First No DALLAS No MI I First No Crystal City No MI I First No Oklahoma City No MI I First No RINGGOLD No MI I First No Jacksonville No MI I First No Summerville No MI I First No Jacksonville No MI I First No Nashville No MI I First No Tulsa No MI I First No Kennesaw No MI I First No Kennesaw No MI I First No Flagler Beach No MI I First No Orlando GE Capital MI I First No Ft Lauderdale No MI I First No LONG BEACH TOWNSHIP No MI I First No Ball Ground No MI I First No LINCOLN No MI I First No XXXXXXXX No MI I First No MERIDIAN No MI I First No CHICAGO No MI I First No BALTIMORE No MI I First No MADISON No MI I First No GLENDALE No MI I First No NORTH BERGEN No MI I First No LAKEWOOD No MI I First No BELLEVILLE United Guaranty I First No NEW CASTLE No MI I First No Xxxxxxxx No MI I First No Xxxxxxxx No MI I First No Los Angeles No MI I First No Lancaster No MI I First No ESCONDIDO No MI I First No Broken Arrow No MI I First No Jacksonville No MI I First No Xxxxxx No MI I First No Broken Arrow No MI I First No Broken Arrow No MI I First No Philadelphia No MI I First Yes Broken Arrow No MI I First No Broken Arrow No MI I First No Garden Grove No MI I First No Sacramento No MI I First No Bakersfield No MI I First No Gulfport No MI I First No xxxx No MI I First No Shreveport No MI I First No Lakewood No MI I First No akron No MI I First No portland No MI I First No xxxxxx No MI I First No santa fe No MI I First No yers No MI I First No Cleveland No MI I First No houston No MI I First No xxxxxxx No MI I First No houston No MI I First No post falls No MI I First No houston No MI I First No cleveland No MI I First No independence No MI I First No AKRON No MI I First No richmond No MI I First No akron No MI I First No fort xxxxxx No MI I First No Cleveland No MI I First No cleveland No MI I First No CHELSEA No MI I First No SPRING No MI I First No Fountain No MI I First No Arvada No MI I First No Denver No MI I First No Hillsborough No MI I First No BEALETON No MI I First No WEST XXXXXXX Mortgage Guaranty In I First No RISING SUN No MI I First No LUMBERTON No MI I First No PITTSTOWN No MI I First No ELLICOTT CITY No MI I First No Sacramento No MI I First No Oakland No MI I First No Tallahassee No MI I First No Orlando No MI I First No Tampa No MI I First No Xxxxxxx No MI I First No Surprise No MI I First No Mesa No MI I First No Pottstown No MI I First No Collegeville No MI I First No Hastings No MI I First No Washington No MI I First No XXXXXXXXX No MI I First No LAKELAND No MI I First No UNION CITY No MI I First No Dallas No MI I First No XXXXXXX No MI I First No Suwanee No MI I First No AUSTELL No MI I First No Hampton No MI I First No EUHARLEE No MI I First No MARIETTA No MI I First No DECATUR No MI I First No UNION CITY No MI I First No KENNESAW No MI I First No VILLA RICA No MI I First No TEMPLE No MI I First No Dallas No MI I First No XXXXXXXXX No MI I First No Riverdale No MI I First No CANTON No MI I First No NORCROSS No MI I First No SNELLVILLE No MI I First No SUGAR HILL No MI I First No XxXxxxxxx No MI I First No JONESBORO No MI I First No COLLEGE PARK No MI I First No JONESBORO No MI I First No XXXXX No MI I First No HAMPTON No MI I First No NORCROSS No MI I First No FAIRBURN No MI I First No DACULA No MI I First No Hartwell No MI I First No Lithia Springs No MI I First No Powder Springs No MI I First No RIVERDALE No MI I First No ACWORTH No MI I First No CANTON No MI I First No CARTERSVILLE No MI I First No KINGSTON No MI I First No MANHATTAN BEACH No MI I First No GARDEN GROVE No MI I First No WASHINGTON No MI I First No SAN XXXXX No MI I First No LAS VEGAS No MI I First No VAN NUYS No MI I First No PALOS VERDES ESTATES No MI I First No INGLEWOOD No MI I First No PINEHURST No MI I First No GARDEN GROVE No MI I First No NORWALK No MI I First No Las Vegas No MI I First No CRANBERRY TWP No MI I First No RIVERSIDE No MI I First No Rialto No MI I First No CORAL GABLES No MI I First No PHILADELPHIA Mortgage Guaranty In I First No YUCAIPA No MI I First No REDONDO BEACH No MI I First No MIAMI No MI I First No RED BLUFF No MI I First No REDONDO BEACH No MI I First No Los Angeles No MI I First No XXXXXX No MI I First No ETIWANDA No MI I First No Hilaleah No MI I First No LAS VEGAS No MI I First No LOS ANGELES No MI I First No FOUNTAIN VALLEY No MI I First No GALENA No MI I First No XXXXXX No MI I First No ONTARIO No MI I First No CHICAGO No MI I First No Rolling Xxxxxxx No MI I First No Head Of The Harbor No MI I First No SAINT LOUIS No MI I First No Saint Louis No MI I First No Dallas No MI I First No LOUISVILLE No MI I First No DALLAS No MI I First No Houston No MI I First No HOUSTON No MI I First No Fort Worth No MI I First No Denton No MI I First No Louisville PMI I First No Xxxxxxxxxxx No MI I First No HOUSTON No MI I First No Xxxxxx No MI I First No Louisville PMI I First No HOUSTON No MI I First No Louisville PMI I First No Bowling Green No MI I First No DENTON No MI I First No Valrico No MI I First No Gahanna No MI I First No XXXXXXXXX No MI I First No Xxxx No MI I First No WARSAW No MI I First No Sanger No MI I First No Cahokia PMI I First No Cahokia PMI I First No Cahokia PMI I First No Stephenville No MI I First No Lewisville No MI I First No Little Elm No MI I First No Itasca No MI I First No Xxxxxxxx No MI I First No NORWALK No MI I First No burlingame No MI I First No Chattanooga No MI I First No Cumming No MI I First No Elberta No MI I First No Mt Pleasant No MI I First No Dallas No MI I First No Yulee No MI I First No Kennesaw No MI I First No Chelsea No MI I First No Atlanta No MI I First No Gainesville No MI I First No Gulf Shores No MI I First No RANCHO CUCAMONGA No MI I First No APPLE VALLEY No MI I First No BAKERSFIELD GE Capital MI I First No ROSEVILLE No MI I First No LANCASTER No MI I First No APPLE VALLEY No MI I First No HOUSTON GE Capital MI I First No DENTON No MI I First No JACKSONVILLE No MI I First No NORTH LAS VEGAS No MI I First No LAS VEGAS No MI I First No NAPLES No MI I First No ORLANDO No MI I First No NORTH LAS VEGAS No MI I First No RIVERVIEW No MI I First No JACKSONVILLE No MI I First No LAS VEGAS No MI I First No Xxxxxxxx No MI I First No Muskogee No MI I First No Xxxxxxxx No MI I First No Colorado Springs No MI I First No WEST JORDAN No MI I First No COLORADO SPRINGS No MI I First No WEST VALLEY CITY No MI I First No SAINT XXXXXX No MI I First No Xxxxxxxxx XX Capital MI I First No Aurora No MI I First No EAGLE MOUNTAIN No MI I First No Norwich No MI I First No Temecula No MI I First No Murrieta No MI I First No Murrieta No MI I First No SPRINGFIELD No MI I First No SOUTHBRIDGE No MI I First No MANCHESTER No MI I First No Lebanon No MI I First No Roseville No MI I First No Westminster No MI I First No Norcross No MI I First No Henryetta No MI I First No Wichita No MI I First No Humble No MI I First No Detroit No MI I First No Williamsburg No MI I First No Columbia No MI I First No Canton No MI I First No Garland No MI I First No Newark No MI I First No Littleton No MI I First No Santa Xxxxxx No MI I First No SCOTTSDALE No MI I First No COLUMBIA No MI I First No THOUSAND OAKS No MI I First No Chino No MI I First No Apple Valley No MI I First No TUSTIN No MI I First No APPLE VALLEY No MI I First No APPLE VALLEY No MI I First No PLEASANT HILL No MI I First No QUARTZ HILL ARE No MI I First No LOS ANGELES No MI I First No Williamsburg Radian Guaranty I First No Ft Washington No MI I First No Lynchburg No MI I First No College Park No MI I First No College Park No MI I First No Monroe No MI I First No Marietta No MI I First No Union City No MI I First No Phoenix No MI I First No El Mirage No MI I First No Show Low No MI I First No North Las Vegas No MI I First No Colorado Springs No MI I First No Shawnee No MI I First No Shawnee No MI I First No Long Beach No MI I First No Fort Worth No MI I First No Federal Way No MI I First No ALBUQUERQUE No MI I First No PHOENIX No MI I First No SCOTTSDALE No MI I First No SAN XXXX No MI I First No PHOENIX No MI I First No Glendale No MI I First No Phoenix No MI I First Yes QUEEN CREEK No MI I First No Albuquerque No MI I First No ALBUQUERQUE No MI I First No Salisbury No MI I First No Winston Salem No MI I First No Winston Salem No MI I First No Xxxxxxx No MI I First No Winston No MI I First No Winston Salem No MI I First No Hoschton No MI I First No Xxxxxxxx No MI I First No Xxxxx No MI I First No Arlington No MI I First No Xxxxxxxx No MI I First No Lewisville No MI I First No Xxxxxxxx No MI I First No Kiawah Island No MI I First No XXXXXXX No MI I First No BRUNSWICK No MI I First No COLUMBUS PMI I First No KISSIMMEE No MI I First No ORLANDO No MI I First No CHARLOTTE No MI I First No WAYCROSS Mortgage Guaranty In I First No CHARLOTTE No MI I First No PITTSBURGH No MI I First No ORLANDO No MI I First No JACKSONVILLE No MI I First No GOOSE CREEK No MI I First No SATELLITE BEACH No MI I First No TAMPA No MI I First No DUMFRIES No MI I First No XXXXX No MI I First No WEST PALM BEACH PMI I First No XXXXX No MI I First No FAIRFAX STATION No MI I First No SAGINAW No MI I First No PEORIA No MI I First No KISSIMMEE No MI I First No WAXHAW No MI I First No SCOTTSDALE No MI I First No NORTH PORT No MI I First No JASPER PMI I First No STATESBORO No MI I First No TAMPA No MI I First No BOULDER No MI I First No ORLANDO No MI I First No NAPLES No MI I First No Dover No MI I First No ORLANDO No MI I First No Xxxxxxxxxx Mortgage Guaranty In I First No ORLANDO No MI I First No CHARLOTTE No MI I First No PALM SPRINGS No MI I First No SUGAR HILL No MI I First No HARTWELL No MI I First No ORLANDO No MI I First No ALEXANDRIA No MI I First No FREDRICKSBERG No MI I First No CAMDEN WYOMING Mortgage Guaranty In I First No LOS ANGELES No MI I First No LAWRENCEVILLE No MI I First No PITTSBURGH No MI I First No IRMO No MI I First No KISSIMMEE No MI I First No NEWPORT NEWS No MI I First No RALEIGH No MI I First No KISSIMMEE No MI I First No Miami No MI I First No Xxxxxx No MI I First No LANSING No MI I First No Aldan No MI I First No Phila No MI I First No Doylestown No MI I First No Lake Harmony No MI I First No Philadelphia No MI I First No Devon No MI I First No Dover No MI I First No Xxxxxxxxx No MI I First No Bear No MI I First No Pleasantville No MI I First No Pleasantville No MI I First No Marcus Hook No MI I First No Pine Hill No MI I First No Fort Washington No MI I First No Wilmington No MI I First No Philadelphia No MI I First No Norristown No MI I First No Wilmington No MI I First No WOOLRICH Republic MIC I First No Wilmington No MI I First No Philadelphia No MI I First No MIRAMAR No MI I First No SAN DIEGO No MI I First No XXXX GARDENS No MI I First No GRAND PRAIRIE No MI I First No NORFOLK No MI I First No VIRGINIA BCH No MI I First No JACKSONVILLE No MI I First No ST AUGUSTINE No MI I First No Monticello No MI I First No BALTIMORE No MI I First No VIRGINIA BEACH No MI I First No XXXXXXXXX No MI I First No ATL No MI I First No Des Moines No MI I First No Xxxxxxxx No MI I First No RICHMOND No MI I First No DECATUR No MI I First No Lenigh No MI I First No CEDAR RAPIDS PMI I First No HUXLEY No MI I First No Middletown No MI I First No MYRTLE BEACH Mortgage Guaranty In I First No BAYVIEW No MI I First No XXXXX XXXX No MI I First No Chicago No MI I First No Phoenix No MI I First No PHOENIX No MI I First No CHESAPEAKE No MI I First No PETERSBURG No MI I First No NEWPORT NEWS No MI I First No Dallas No MI I First No FORT WORTH No MI I First No Plano No MI I First No Plano No MI I First No DALLAS No MI I First No PLANO No MI I First No Hilton Head No MI I First No JERSEY CITY No MI I First No LAKE WORTH Triad Guaranty I First No FRESNO Radian Guaranty I First No SAVANNAH Republic MIC I First No DURHAM No MI I First No Spring PMI I First No GREENSBORO No MI I First No TIVERTON No MI I First No CEDAR CITY No MI I First No SAVANNAH No MI I First No XXXXXX No MI I First No XXXXXXXX No MI I First No MIDWEST CITY No MI I First No XXXX No MI I First No CEDAR CITY No MI I First No HAWAIIAN GARDENS No MI I First No MIDWEST CITY No MI I First No RICHMOND Mortgage Guaranty In I First No XXXXXXXXX No MI I First No CHARLOTTESVILLE No MI I First No FORT LAUDERDALE No MI I First No TOLEDO No MI I First No SAVANNAH No MI I First No OKLAHOMA CITY No MI I First No PALM HARBOR No MI I First No DACULA No MI I First No PALATINE No MI I First No GLENDALE HEIGHTS No MI I First No CATONSVILLE No MI I First No KERNERSVILLE No MI I First No CHARLOTTE No MI I First No SAVANNAH No MI I First No SAVANNAH No MI I First No SAVANNAH No MI I First No MANASSAS No MI I First No XXXXXXX No MI I First No SAVANNAH No MI I First No LONG BEACH No MI I First No XXXXXXX No MI I First No DILLSBURG No MI I First No DILLSBURG No MI I First No FRANKLINTOWN No MI I First No SAVANNAH No MI I First No POMPANO BEACH No MI I First No OKLAHOMA CITY No MI I First No MIDWEST CITY No MI I First No VISALIA No MI I First No DOVER No MI I First No CHICAGO No MI I First No LAUDERHILL No MI I First No SEATTLE No MI I First No CABOT Radian Guaranty I First No KAILUA-KONA No MI I First No XXXXXXX PARK No MI I First No FRESNO Mortgage Guaranty In I First No BELGRADE No MI I First No LANSDOWNE Mortgage Guaranty In I First No SAN ANTONIO No MI I First No CHICAGO No MI I First No CHINO HILLS No MI I First No LINCOLN CITY No MI I First No LEAGUE CITY No MI I First No VANCOUVER No MI I First No INDIANAPOLIS No MI I First No BELTSVILLE No MI I First No FT XXXXXX No MI I First No NASHUA Mortgage Guaranty In I First No ELFRIDA Mortgage Guaranty In I First No HOUSTON No MI I First No GLENDALE No MI I First No APPLE VALLEY No MI I First No SUN CITY No MI I First No CONCORD No MI I First No CITY1 PP_DESC IO_FLAG IO_PERIOD PORTFOLIO -------------------------------------------------------------------------------------------------------------------------------- HIALEAH 1Y PP Y 120 CNDU XXXXXXX 3Y PP Y 120 CNDU BETHESDA 2Y PP Y 120 CNDU Seymour 6M PP Y 120 CNDU ARVADA 3Y PP Y 120 CNDU GARDEN CITY 3Y PP Y 120 CNDU CICERO 6M PP Y 120 CNDU NORTH LAS VEGAS 3Y PP Y 120 CNDU XXXX XXXXX 2Y PP Y 120 CNDU HAMPTON 2Y PP Y 120 CNDU HICKORY CREEK 2Y PP Y 120 CNDU MIDDLEBURG 3Y PP Y 120 CNDU SACRAMENTO NO PP Y 120 CNDU ASHBURN NO PP Y 120 CNDU PORTLAND NO PP Y 120 CNDU SURPRISE NO PP Y 60 CNDU MIDLAND NO PP Y 60 CNDU PORTLAND NO PP Y 60 CNDU Xxxxx Springs NO PP Y 60 CNDU MONROE NO PP N 0 CNDU Edison NO PP N 0 CNDU XXXXX NO PP N 0 CNDU PAINESVILLE 2Y PP N 0 CNDU XXXXXXX NO PP N 0 CNDU GOOSE CREEK NO PP N 0 CNDU PLANTATION 3Y PP N 0 CNDU RALEIGH NO PP N 0 CNDU MARICOPA NO PP N 0 CNDU MOUNTAIN TOP NO PP N 0 CNDU BOISE NO PP N 0 CNDU ALBANY NO PP N 0 CNDU BIRMINGHAM NO PP N 0 CNDU BROOKLYN NO PP N 0 CNDU XXXXXX NO PP N 0 CNDU Ridgeland NO PP N 0 CNDU MONROE NO PP N 0 CNDU AVONDALE NO PP N 0 CNDU MONROE NO PP N 0 CNDU SAN ANTONIO NO PP N 0 CNDU SPARTANBURG NO PP N 0 CNDU Crown Point 6M PP N 0 CNDU Nicholasville 6M PP N 0 CNDU Auburn 6M PP N 0 CNDU Auburn 6M PP N 0 CNDU CHESAPEAKE BEACH NO PP Y 120 CNDU WASHINGTON NO PP X 000 XXXX XXXXX XX XX X 000 XXXX XXXXXXXXXX NO PP Y 120 CNDU HOUSTON NO PP Y 120 CNDU MEMPHIS NO PP N 0 CNDU HAYDEN LAKE NO PP Y 120 CNDU Eatontown NO PP N 0 CNDU FAIRFAX NO PP Y 120 CNDU SIMPSONVILLE 3Y PP Y 120 CNDU Las Cruces NO PP Y 120 CNDU TOLEDO NO PP Y 120 CNDU Seaside Heights NO PP Y 120 CNDU OLD ORCHARD BEACH NO PP N 0 CNDU LEXINGTON PARK NO PP Y 120 CNDU ROCKVILLE NO PP Y 120 CNDU RICHMOND 3Y PP Y 120 CNDU Paterson NO PP Y 120 CNDU HARRISBURG NO PP Y 120 CNDU COLORADO SPRINGS NO PP Y 120 CNDU SAN ANTONIO NO PP N 0 CNDU ERIE NO PP N 0 CNDU XXXXXX NO PP N 0 CNDU ORLANDO NO PP Y 120 CNDU SAFETY HARBOR NO PP Y 120 CNDU Trenton NO PP N 0 CNDU KALAMAZOO 3Y PP N 0 CNDU RIO XXXXXX XX XX X 000 XXXX XXXXXXX NO PP Y 120 CNDU SILVERTON 5Y PP Y 000 XXXX XXXX XXXXXXX NO PP Y 60 CNDU PIEDMONT NO PP Y 120 CNDU AKRON 5Y PP N 0 CNDU CHICAGO NO PP Y 120 CNDU HOUSTON NO PP N 0 CNDU CYPRESS NO PP Y 120 CNDU XXXXXXXX NO PP N 0 CNDU SALT LAKE CITY NO PP Y 120 CNDU INDIANAPOLIS NO PP N 0 CNDU WACO NO PP Y 120 CNDU WINTER PARK NO PP Y 120 CNDU SALEM NO PP Y 120 CNDU TAMPA NO PP Y 120 CNDU LAKE CITY NO PP N 0 CNDU MOUNT PLEASANT NO PP Y 120 CNDU TAKOMA PARK NO PP Y 120 CNDU XXXXXXX NO PP Y 120 CNDU SYRACUSE NO PP N 0 CNDU WASHINGTON NO PP Y 120 CNDU MUKILTEO 5Y PP N 0 CNDU CHICAGO NO PP Y 120 CNDU MEMPHIS NO PP N 0 CNDU BRIARWOOD NO PP N 0 CNDU WACO NO PP Y 120 CNDU XXXXXXX NO PP N 0 CNDU LOUISVILLE NO PP Y 120 CNDU MARGATE 3Y PP Y 120 CNDU SYRACUSE NO PP N 0 CNDU Louisville NO PP N 0 CNDU MESA NO PP Y 120 CNDU CHICAGO NO PP Y 120 CNDU VIRGINIA BEACH NO PP Y 120 CNDU LOS BANOS NO PP Y 120 CNDU ORANGE PARK 3Y PP Y 120 CNDU LAS VEGAS 3Y PP Y 120 CNDU CLEVELAND 5Y PP Y 000 XXXX XXXXXXX XXXXX NO PP Y 120 CNDU TWIN FALLS NO PP Y 120 CNDU CHANTILLY 5Y PP N 0 CNDU BOURBONNAIS NO PP Y 120 CNDU PASADENA NO PP Y 120 CNDU CHICAGO NO PP Y 120 CNDU XXXXXX 3Y PP N 0 CNDU CHICAGO NO PP Y 120 CNDU CINCINNATI 5Y PP Y 120 CNDU PLAINFIELD 3Y PP Y 000 XXXX XXXXXXX XXXXXXX XX XX X 000 XXXX Xxxxx NO PP N 0 CNDU Montebello 5Y PP N 0 CNDU CLEVELAND 3Y PP Y 120 CNDU DENVER 3Y PP Y 000 XXXX XXXXXX XXXXXX 0X XX X 0 XXXX CHICAGO NO PP Y 120 CNDU PEMBROKE PINES 6M PP X 000 XXXX XXXXX NO PP Y 120 CNDU NASHVILLE NO PP Y 120 CNDU GARFIELD HEIGHTS 3Y PP Y 120 CNDU CAPE CORAL 5Y PP Y 120 CNDU Hendersonville NO PP Y 120 CNDU XXXXXXX NO PP Y 120 CNDU SILVER SPRING NO PP Y 120 CNDU OVIEDO NO PP Y 120 CNDU XXXXXXXX NO PP Y 120 CNDU PORTLAND 3Y PP X 000 XXXX XXXXXXXX XX XX X 0 XXXX XXXXXX NO PP Y 120 CNDU PANAMA CITY BEACH 3Y PP N 0 CNDU XXXXXXX 1Y PP N 0 CNDU DETROIT 1Y PP Y 120 CNDU Charlotte 2Y PP Y 000 XXXX XXXX XXXXXXXXXX NO PP Y 120 CNDU MESA NO PP Y 120 CNDU DANBURY NO PP Y 120 CNDU XXXXXXX NO PP Y 120 CNDU Indianapolis 5Y PP N 0 CNDU HYATTSVILLE NO PP Y 120 CNDU Louisville NO PP Y 120 CNDU LOUISVILLE NO PP Y 120 CNDU LINCOLNTON NO PP Y 120 CNDU Lawrenceville 3Y PP Y 120 CNDU SANGER NO PP Y 120 CNDU PHOENIX NO PP Y 120 CNDU STERLING HEIGHTS NO PP Y 120 CNDU ABINGDON NO PP Y 120 CNDU GERMANTOWN NO PP Y 120 CNDU AURORA NO PP Y 120 CNDU TUCSON NO PP Y 120 CNDU Lafayette NO PP N 0 CNDU MESA 1Y PP Y 120 CNDU WINTER HAVEN NO PP Y 120 CNDU NORCROSS NO PP Y 120 CNDU KAWKAWLIN 3Y PP X 000 XXXX XXXXXX XX XX X 000 XXXX GRAVETTE NO PP N 0 CNDU Charlotte NO PP Y 120 CNDU QUEEN CREEK NO PP Y 120 CNDU CHANDLER NO PP Y 120 CNDU XXXXXX NO PP Y 120 CNDU STREAMWOOD NO PP Y 120 CNDU MECHANICSBURG NO PP Y 120 CNDU OAKLAND 5Y PP Y 120 CNDU LAKE WORTH NO PP Y 120 CNDU SAINT LOUIS NO PP N 0 XXXX XXXX XXXXXXXXXX NO PP Y 120 CNDU Flowery Branch NO PP Y 60 CNDU MIAMI BEACH 2Y PP Y 120 CNDU Brooklyn NO PP N 0 CNDU ATLANTIC BEACH NO PP Y 120 CNDU DETROIT 3Y PP N 0 XXXX XXXXX XXXXX XX XX X 0 XXXX XXXXXX XXXX NO PP N 0 CNDU COLUMBUS NO PP Y 120 CNDU Xxxxxx NO PP Y 120 CNDU STOCKTON NO PP Y 120 CNDU PANAMA CITY BEACH NO PP Y 120 CNDU DETROIT 3Y PP N 0 CNDU NAPLES NO PP Y 120 CNDU AURORA NO PP Y 120 CNDU WOODBRIDGE NO PP Y 120 CNDU PORT SAINT LUCIE NO PP Y 120 CNDU Newark NO PP Y 120 CNDU SCOTTSDALE NO PP Y 120 CNDU GRANDVIEW NO PP N 0 CNDU XXXXXX NO PP Y 120 CNDU PHOENIX NO PP Y 120 CNDU ORLANDO 3Y PP Y 120 CNDU XXXXX 3Y PP Y 120 CNDU OCOEE NO PP Y 120 CNDU MEMPHIS 3Y PP N 0 CNDU WACO NO PP Y 120 CNDU TAMPA NO PP Y 120 CNDU PROVIDENCE NO PP Y 120 CNDU CHICAGO NO PP Y 120 CNDU Raleigh NO PP Y 120 CNDU PAHRUMP NO PP N 0 CNDU XXXXXXX CITY NO PP N 0 CNDU ROCHESTER NO PP Y 120 CNDU KENOSHA NO PP N 0 CNDU XXXXX 5Y PP N 0 CNDU CHICAGO NO PP N 0 CNDU BURBANK NO PP Y 120 CNDU SALEM NO PP Y 120 CNDU FLAGSTAFF NO PP Y 120 CNDU SILVER SPRING NO PP Y 120 CNDU SOUTH PADRE ISLAND NO PP Y 120 CNDU TAMPA NO PP Y 120 CNDU Hyde Park NO PP Y 120 CNDU LAKELAND NO PP Y 120 CNDU LONGMONT NO PP Y 120 CNDU WOODBRIDGE NO PP Y 120 CNDU NORTH CHARLESTON NO PP Y 120 CNDU STEVENSVILLE 1Y PP Y 120 CNDU LADSON NO PP N 0 CNDU XXXXXXXXX 3Y PP Y 120 CNDU GERMANTOWN NO PP Y 120 CNDU VISTA 3Y PP Y 120 CNDU MAPLE XXXX NO PP N 0 CNDU VISALIA NO PP Y 120 CNDU SAINT XXXXXX NO PP Y 120 CNDU TAMPA NO PP Y 120 CNDU BALTIMORE NO PP Y 120 CNDU POMPANO BEACH NO PP Y 120 CNDU XXXXXX NO PP N 0 CNDU NORFOLK 5Y PP N 0 CNDU XXXXXXXX 5Y PP Y 120 CNDU PHILADELPHIA NO PP N 0 CNDU KISSIMMEE 3Y PP Y 120 CNDU DAYTON 5Y PP N 0 CNDU XXXXXXXX NO PP Y 120 CNDU KENNESAW NO PP Y 120 CNDU CHICAGO NO PP Y 120 CNDU POQUOSON NO PP Y 120 CNDU STERLING 1Y PP Y 120 CNDU BROOKLYN NO PP Y 120 CNDU CINCINNATI 5Y PP X 000 XXXX XXXXX XX XX X 000 XXXX XXXXX NO PP Y 120 CNDU MISSOULA NO PP N 0 CNDU Pikeville NO PP Y 120 CNDU LEWISVILLE NO PP Y 000 XXXX XXXX XXXXXXX NO PP N 0 CNDU Passaic NO PP Y 120 CNDU LAND O LAKES NO PP Y 120 CNDU XXXXXX CITY NO PP Y 120 CNDU XXXXXX NO PP Y 120 CNDU SPRING HILL 1Y PP N 0 XXXX XXXXXXXXX XXXXX NO PP N 0 CNDU CLARKSTON 5Y PP N 0 CNDU SLIDELL NO PP Y 120 CNDU NASHUA NO PP Y 120 CNDU LAS VEGAS NO PP Y 120 CNDU CHICAGO NO PP Y 120 CNDU Alameda 1Y PP Y 60 CNDU Bloomfield NO PP Y 120 CNDU DETROIT NO PP Y 120 CNDU MIDDLETOWN 3Y PP Y 120 CNDU GREENVILLE NO PP Y 120 CNDU REYNOLDSBURG 5Y PP Y 120 CNDU CANTON 3Y PP Y 120 CNDU SUN CITY WEST NO PP Y 120 CNDU BAKERSFIELD NO PP Y 120 CNDU CHICKASAW NO PP N 0 CNDU TAMPA NO PP N 0 CNDU ROCHESTER NO PP N 0 CNDU Greensboro NO PP Y 120 CNDU Albuquerque NO PP Y 120 CNDU MARICOPA NO PP Y 120 CNDU OVIEDO NO PP Y 120 CNDU CHICAGO NO PP Y 000 XXXX Xxxxx Xxxxxxxxxx NO PP Y 120 CNDU MEMPHIS NO PP N 0 CNDU LOS ANGELES 6M PP Y 120 CNDU NORTH XXXXXXX 6M PP Y 120 CNDU INDIO 5Y PP Y 120 CNDU XXXXXXXXX NO PP Y 120 CNDU SPRINGDALE 3Y PP Y 120 CNDU BROOKLYN NO PP Y 120 CNDU SPRINGFIELD NO PP N 0 CNDU CLINTON NO PP Y 120 CNDU Hampton NO PP Y 120 CNDU Xxxxxxx NO PP Y 120 CNDU CLINTON NO PP Y 000 XXXX XXXXX XXXXXXXXXX NO PP Y 120 CNDU JACKSONVILLE NO PP Y 120 CNDU Louisville NO PP Y 120 CNDU SUMMERVILLE NO PP Y 120 CNDU Newburgh NO PP N 0 CNDU SYRACUSE NO PP Y 120 CNDU SYRACUSE NO PP Y 120 CNDU TOPEKA NO PP N 0 CNDU EVANSTON NO PP Y 120 CNDU SILVER SPRING NO PP Y 120 CNDU BRONX NO PP Y 120 CNDU PARKLAND 3Y PP N 0 CNDU Louisville NO PP Y 120 CNDU WOONSOCKET NO PP Y 120 CNDU Waxhaw NO PP Y 120 CNDU AUBURN NO PP Y 120 CNDU CAMDEN 5Y PP N 0 CNDU BELTSVILLE NO PP Y 120 CNDU CHICAGO NO PP Y 120 CNDU PHOENIXVILLE NO PP Y 120 CNDU MIAMI NO PP N 0 CNDU VALLEJO NO PP Y 120 CNDU SPRINGFIELD 3Y PP N 0 CNDU XXXXX XX XX X 000 XXXX XXXX XXXXXXX NO PP Y 120 CNDU HIALEAH 3Y PP Y 120 CNDU XXXXXX VALLEY 3Y PP Y 60 CNDU CHICAGO 6M PP N 0 CNDU Worcester NO PP N 0 CNDU PEORIA 3Y PP Y 120 CNDU DETROIT NO PP X 00 XXXX XXXXXXXX XX XX X 0 XXXX XXXXXXXXXXXXX NO PP N 0 CNDU OAKTON NO PP N 0 CNDU Newark 6M PP Y 120 CNDU Atlanta NO PP Y 120 CNDU ROCHESTER NO PP Y 120 CNDU ROCHESTER NO PP Y 120 CNDU BROWNS VALLEY NO PP Y 120 CNDU QUEEN CREEK NO PP Y 120 CNDU DENVER NO PP Y 120 CNDU MAGNOLIA NO PP Y 120 CNDU XXXXXXXXX NO PP Y 120 CNDU MISSION NO PP N 0 CNDU Lawrenceville NO PP Y 120 CNDU Xxxxxxx NO PP N 0 CNDU HOUSTON NO PP Y 120 CNDU PALM BAY NO PP Y 60 CNDU WASHINGTON NO PP N 0 CNDU GARLAND 3Y PP Y 60 CNDU GARLAND 3Y PP Y 60 CNDU GARLAND 3Y PP Y 60 CNDU PORT SAINT LUCIE NO PP Y 120 CNDU WYANDANCH NO PP N 0 CNDU CERES 5Y PP N 0 CNDU DESERT HILLS NO PP Y 120 CNDU Nantucket NO PP N 0 CNDU West Springfield NO PP N 0 CNDU PHILADELPHIA NO PP N 0 CNDU LIVERPOOL NO PP N 0 CNDU BOSTON NO PP Y 120 CNDU ORLANDO NO PP Y 120 CNDU PHOENIX NO PP Y 120 CNDU MARCO ISLAND NO PP Y 120 CNDU LAS VEGAS 5Y PP X 000 XXXX XXXXX XX XX X 000 XXXX THE DALLES 5Y PP N 0 CNDU COLUMBUS NO PP Y 120 CNDU CHICAGO NO PP N 0 CNDU BEND NO PP Y 120 CNDU CINCINNATI 5Y PP Y 120 CNDU JACKSONVILLE NO PP Y 120 CNDU Visalia NO PP N 0 CNDU NAPLES NO PP Y 120 CNDU SUN CITY NO PP Y 120 CNDU SUMMERVILLE NO PP Y 120 CNDU INDIANAPOLIS 3Y PP N 0 CNDU DETROIT NO PP Y 120 CNDU COPIAGUE NO PP Y 120 CNDU STUART 5Y PP Y 120 CNDU LEBANON NO PP Y 120 CNDU ANTHEM NO PP Y 120 CNDU ROYAL PALM BEACH NO PP Y 120 CNDU DUMFRIES NO PP Y 120 CNDU CLEVELAND 3Y PP Y 120 CNDU CHICAGO NO PP Y 120 CNDU BRONX NO PP N 0 CNDU GLENDALE NO PP Y 120 CNDU XXXXXX VALLEY NO PP Y 120 CNDU CHESTERFIELD NO PP Y 120 CNDU Newark NO PP Y 120 CNDU SALEM 3Y PP Y 120 CNDU ANNAPOLIS NO PP Y 120 CNDU WAYNESBORO 3Y PP N 0 CNDU Powder Springs 3Y PP Y 120 CNDU TEMPE NO PP Y 120 CNDU QUEEN CREEK NO PP Y 120 CNDU TAMPA NO PP Y 120 CNDU DELAND NO PP Y 120 CNDU WOODBRIDGE NO PP Y 120 CNDU FALLON NO PP Y 120 CNDU STREAMWOOD NO PP Y 120 CNDU XXXXXX NO PP Y 120 CNDU YORK NO PP N 0 CNDU VISALIA NO PP Y 120 CNDU MIDVALE 2Y PP Y 120 CNDU XXXXXXXX NO PP N 0 CNDU PROVIDENCE NO PP N 0 CNDU HOLLYWOOD 2Y PP Y 120 CNDU BUCKEYE NO PP Y 120 CNDU Charlotte NO PP Y 120 CNDU EASTON NO PP Y 120 CNDU SARASOTA NO PP Y 120 CNDU QUEEN CREEK NO PP Y 120 CNDU LITHIA NO PP Y 120 CNDU FALLON NO PP Y 120 CNDU Louisville NO PP Y 120 CNDU PORTLAND NO PP Y 120 CNDU RIVIERA BEACH NO PP N 0 CNDU CHICAGO NO PP N 0 CNDU CHICAGO NO PP N 0 CNDU COATESVILLE NO PP Y 120 CNDU GREENFIELD NO PP Y 120 CNDU KNOXVILLE 3Y PP Y 120 CNDU SEVERN 3Y PP Y 120 CNDU CITRUS HEIGHTS NO PP Y 120 CNDU BOWIE NO PP Y 120 CNDU BRONX NO PP N 0 CNDU QUEEN CREEK NO PP Y 120 CNDU BALTIMORE NO PP N 0 CNDU XXXXXXXX NO PP Y 120 CNDU PROVIDENCE NO PP Y 120 CNDU EDGEWATER NO PP Y 120 CNDU SILVER SPRING NO PP Y 120 CNDU Provo NO PP Y 120 CNDU LACEY NO PP N 0 CNDU roxboro 2Y PP X 000 XXXX XXXXXXXXXXXX XX XX X 0 XXXX XXXXXXXXXX NO PP Y 120 CNDU NEILTON 5Y PP N 0 CNDU COLUMBIA NO PP N 0 CNDU XXXXX CREST NO PP Y 120 CNDU SIMPSONVILLE 3Y PP Y 120 CNDU MAYWOOD NO PP Y 120 CNDU LAKE WORTH 5Y PP N 0 CNDU SIMPSONVILLE NO PP Y 120 CNDU XXXXX 3Y PP N 0 CNDU JACKSONVILLE 3Y PP N 0 CNDU VERO BEACH NO PP Y 120 CNDU CASA GRANDE NO PP Y 120 CNDU XXXX POINT NO PP Y 120 CNDU SILVER SPRING 3Y PP Y 120 CNDU LINDENHURST NO PP Y 120 CNDU XXXXXX NO PP Y 120 CNDU LOS ANGELES NO PP Y 120 CNDU MOUNT POCONO 2Y PP Y 120 CNDU WARWICK NO PP N 0 CNDU METAMORA NO PP Y 120 CNDU MEMPHIS NO PP N 0 CNDU FRISCO 5Y PP Y 120 CNDU PHOENIX NO PP Y 120 CNDU SPARTANBURG NO PP X 000 XXXX XXXXXXXX 0X XX X 0 XXXX XXXXXXXXXXX NO PP Y 120 CNDU TRAVELERS REST NO PP Y 120 CNDU ALSTEAD NO PP Y 120 CNDU SPRING BRANCH NO PP N 0 CNDU Plainfield NO PP Y 120 CNDU BROOKLYN NO PP N 0 CNDU PHOENIX NO PP Y 120 CNDU BROOKLYN NO PP Y 120 CNDU CHICAGO NO PP Y 120 CNDU SPRING BRANCH NO PP N 0 CNDU PHOENIX NO PP Y 120 CNDU PHOENIX 3Y PP Y 120 CNDU DETROIT NO PP Y 120 CNDU BROOKLYN NO PP N 0 CNDU WASHINGTON NO PP Y 120 CNDU XXXXXXXXX NO PP Y 120 CNDU PUYALLUP NO PP Y 120 CNDU Apollo Beach NO PP Y 120 CNDU XXXXXX VALLEY 3Y PP Y 120 CNDU TREASURE ISLAND NO PP N 0 CNDU XXXXXXX ISLAND NO PP Y 120 CNDU STERLING NO PP N 0 CNDU BALTIMORE NO PP N 0 CNDU Atlanta NO PP Y 120 CNDU XXXXXXX NO PP Y 120 CNDU XXXXXX CITY NO PP N 0 CNDU MIDLOTHIAN 3Y PP Y 120 CNDU XXXXXX NO PP Y 120 CNDU WEST PALM BEACH 3Y PP X 000 XXXX XXXXXX XX XX X 000 XXXX XXXXXXXXXXX NO PP N 0 CNDU GAINESVILLE 2Y PP Y 120 CNDU BATON ROUGE 3Y PP Y 120 CNDU GREENVILLE NO PP Y 120 CNDU PHILADELPHIA NO PP N 0 CNDU CHARDON 5Y PP Y 120 CNDU MESA NO PP Y 120 CNDU Xxxxxxxx NO PP N 0 CNDU CINCINNATI 3Y PP Y 120 CNDU GIBSONTON NO PP Y 120 CNDU MOBILE NO PP N 0 CNDU WEST PALM BEACH 5Y PP N 0 CNDU Fall River NO PP N 0 CNDU TUCSON NO PP Y 120 CNDU RICHMOND NO PP Y 120 CNDU XXXXXXX 3Y PP N 0 CNDU XXXXXX NO PP Y 60 CNDU PHOENIX NO PP N 0 CNDU PANAMA CITY BEACH NO PP N 0 CNDU Charlotte NO PP Y 120 CNDU SPRINGFIELD NO PP Y 120 CNDU AMITYVILLE NO PP X 000 XXXX XXXXXXX 0X XX X 0 XXXX XXXXXXXXXX NO PP N 0 CNDU ORLANDO 3Y PP Y 120 CNDU SARASOTA 3Y PP Y 120 CNDU COLUMBIA 2Y PP Y 120 CNDU WASHINGTON NO PP N 0 CNDU TRENTON NO PP Y 120 CNDU RAYTOWN NO PP Y 120 CNDU SYRACUSE NO PP N 0 CNDU CHANTILLY NO PP Y 120 CNDU SAN CLEMENTE NO PP Y 120 CNDU PONTIAC 6M PP Y 120 CNDU WESTFIELD NO PP Y 120 CNDU DETROIT 3Y PP Y 120 CNDU XXXXXX 3Y PP Y 120 CNDU DETROIT NO PP N 0 CNDU DETROIT NO PP N 0 CNDU KANSAS CITY NO PP N 0 CNDU HOUSTON 5Y PP N 0 CNDU SUPERIOR NO PP Y 120 CNDU LISLE NO PP Y 120 CNDU XXXXXXX 3Y PP Y 120 CNDU Noblesville NO PP Y 120 CNDU Noblesville NO PP Y 120 CNDU Woodstock NO PP Y 60 CNDU SALT LAKE CITY NO PP Y 120 CNDU MEMPHIS 3Y PP N 0 CNDU KANSAS CITY NO PP N 0 CNDU Rio Rancho NO PP Y 120 CNDU SCOTTSDALE NO PP Y 120 CNDU HORN LAKE NO PP Y 60 CNDU Winston Salem NO PP Y 120 CNDU BALTIMORE 2Y PP N 0 CNDU XXXXXXXXX 5Y PP Y 120 CNDU BATON ROUGE 2Y PP Y 000 XXXX XXXX XXXXX XXXXXXX NO PP Y 120 CNDU CANTON NO PP Y 120 CNDU BATON ROUGE 2Y PP Y 120 CNDU OCALA NO PP Y 120 CNDU PORTLAND NO PP Y 120 CNDU KANSAS CITY NO PP N 0 CNDU KANSAS CITY NO PP N 0 CNDU WINSTON SALEM NO PP Y 120 CNDU RAYTOWN NO PP Y 120 CNDU SAN BERNARDINO NO PP Y 120 CNDU Charlotte NO PP Y 120 CNDU DALLAS 5Y PP N 0 CNDU Winston Salem NO PP Y 120 CNDU MEMPHIS 3Y PP N 0 CNDU Winston Salem NO PP N 0 CNDU Winston Salem NO PP N 0 CNDU GALVESTON 2Y PP N 0 CNDU MEMPHIS 3Y PP N 0 CNDU MEMPHIS 3Y PP N 0 CNDU FALLS CHURCH NO PP Y 120 CNDU RICHMOND NO PP Y 120 CNDU SOUND BEACH NO PP Y 120 CNDU AUGUSTA NO PP Y 120 CNDU Trenton NO PP Y 120 CNDU TRENTON NO PP Y 120 CNDU KANNAPOLIS NO PP N 0 CNDU TRENTON NO PP Y 120 CNDU OCOEE NO PP Y 120 CNDU Concord NO PP Y 120 CNDU Pompton Plains NO PP Y 120 CNDU KNOXVILLE NO PP Y 120 CNDU COLUMBIA NO PP N 0 CNDU SAN LEANDRO NO PP Y 120 CNDU TEMPE NO PP Y 000 XXXX XXXXXXXXX XXXXX NO PP Y 120 CNDU Bradenton Beach NO PP Y 120 CNDU OAKLAND NO PP Y 120 CNDU ROSELLE NO PP N 0 CNDU XXXX XXXX 0X XX X 000 XXXX XXXXXX NO PP Y 120 CNDU KANSAS CITY NO PP N 0 CNDU MADRAS NO PP Y 120 CNDU ELK GROVE NO PP Y 120 CNDU DETROIT NO PP Y 120 CNDU PORTSMOUTH NO PP Y 120 CNDU HIALEAH NO PP Y 120 CNDU MOLINE NO PP Y 120 CNDU MANCHESTER NO PP Y 120 CNDU ARVERNE NO PP N 0 CNDU WOBURN NO PP N 0 CNDU PHOENIX NO PP Y 120 CNDU LAS VEGAS NO PP Y 120 CNDU OCEANSIDE NO PP Y 120 CNDU SPRING NO PP N 0 CNDU PHOENIX NO PP Y 120 CNDU LAREDO NO PP N 0 CNDU ROCKVALE NO PP Y 120 CNDU NORTH BELLMORE NO PP Y 120 CNDU Los Angeles NO PP Y 120 CNDU SPARTANBURG NO PP Y 120 CNDU Acworth NO PP Y 120 CNDU COLUMBUS 3Y PP N 0 CNDU LAS VEGAS NO PP Y 120 CNDU COACHELLA NO PP Y 120 CNDU Lumberton NO PP N 0 CNDU BILLINGS NO PP N 0 CNDU SCHENECTADY NO PP N 0 CNDU BILOXI NO PP N 0 CNDU GULFPORT NO PP N 0 CNDU SPARTANBURG NO PP Y 120 CNDU BALTIMORE NO PP Y 120 CNDU SPARTANBURG NO PP Y 120 CNDU WALDORF NO PP Y 120 CNDU ROUND LAKE NO PP Y 120 CNDU Decatur NO PP N 0 CNDU DES PLAINES NO PP Y 120 CNDU CHICAGO NO PP N 0 CNDU PIEDMONT NO PP Y 120 CNDU PORTLAND NO PP N 0 CNDU SAN ANTONIO NO PP N 0 CNDU SAN ANTONIO NO PP N 0 CNDU SAN ANTONIO NO PP N 0 CNDU CRANSTON NO PP N 0 CNDU HOUSTON 3Y PP N 0 CNDU QUEEN CREEK NO PP Y 120 CNDU DAYTON 3Y PP N 0 CNDU Atlanta NO PP Y 120 CNDU EASTPOINTE NO PP N 0 CNDU LITTLE ROCK NO PP Y 120 CNDU MILFORD NO PP N 0 CNDU SURPRISE NO PP Y 120 CNDU ROEBUCK NO PP Y 120 CNDU SEVIERVILLE 3Y PP N 0 CNDU NEW HAVEN 2Y PP N 0 CNDU GATLINBURG 3Y PP N 0 CNDU WASHINGTON 1Y PP Y 120 CNDU SOUTHFIELD 3Y PP Y 120 CNDU LINCOLNWOOD NO PP Y 120 CNDU COLUMBUS 5Y PP N 0 CNDU DOVER NO PP Y 120 CNDU Buckeye NO PP Y 120 CNDU QUEEN CREEK 3Y PP N 0 CNDU MESA NO PP N 0 CNDU Everett NO PP Y 120 CNDU PROVIDENCE NO PP Y 120 CNDU Atlanta NO PP Y 120 CNDU Chickamauga 3Y PP N 0 CNDU JACKSONVILLE 5Y PP N 0 CNDU North Bethesda NO PP Y 120 CNDU BRENTWOOD NO PP Y 120 CNDU Glendale 2Y PP Y 120 CNDU PEMBROKE NO PP Y 120 CNDU PHOENIX 3Y PP Y 120 CNDU TAMPA 5Y PP N 0 CNDU MIAMI BEACH NO PP Y 120 CNDU JERSEY CITY NO PP N 0 CNDU SIOUX FALLS NO PP N 0 CNDU MARICOPA NO PP Y 120 CNDU AURORA NO PP N 0 CNDU Corrales NO PP Y 120 CNDU BOLINGBROOK NO PP Y 120 CNDU SPARTANBURG NO PP Y 120 CNDU NEW YORK NO PP N 0 CNDU DOUGLASSVILLE NO PP Y 120 CNDU Albuquerque NO PP Y 120 CNDU HILTON HEAD ISLAND NO PP Y 120 CNDU ASTORIA NO PP N 0 CNDU WHEATON NO PP Y 120 CNDU PLATTSBURG NO PP Y 120 CNDU FORT ATKINSON NO PP N 0 CNDU MIDDLETOWN 3Y PP Y 120 CNDU BROOKLYN NO PP N 0 CNDU LAS VEGAS 3Y PP Y 120 CNDU FORT LAUDERDALE 1Y PP Y 120 CNDU FALLS CHURCH NO PP Y 120 CNDU OXNARD NO PP Y 120 CNDU DETROIT 3Y PP Y 120 CNDU CHESTER NO PP Y 120 CNDU NORFOLK 5Y PP Y 120 CNDU SANDPOINT NO PP Y 120 CNDU PARADISE NO PP Y 120 CNDU CAPE CORAL NO PP N 0 CNDU SEDONA NO PP Y 120 CNDU PAWLEYS ISLAND NO PP Y 120 CNDU COUNTRY CLUB HILLS NO PP Y 120 CNDU Passaic NO PP Y 120 CNDU Franklin NO PP Y 120 CNDU SAN ANTONIO 5Y PP Y 120 CNDU BRIDGEPORT NO PP Y 120 CNDU SANDY NO PP Y 120 CNDU SURPRISE NO PP Y 120 CNDU CHICAGO NO PP Y 120 CNDU LAKE FOREST NO PP N 0 CNDU FARMINGVILLE NO PP Y 120 CNDU PALM BAY NO PP Y 120 CNDU BIRMINGHAM NO PP N 0 CNDU WALDORF NO PP Y 120 CNDU West New York NO PP Y 120 CNDU PHOENIX NO PP Y 120 CNDU DETROIT 3Y PP Y 120 CNDU CONWAY NO PP N 0 CNDU HUNTLEY NO PP Y 120 CNDU INDIO 2Y PP Y 120 CNDU WESTWOOD 6M PP N 0 CNDU TEHACHAI NO PP N 0 CNDU CLEVELAND 3Y PP Y 120 CNDU BAKERSFIELD NO PP Y 120 CNDU SWANSEA NO PP Y 120 CNDU SCOTTSDALE NO PP Y 120 CNDU BUCKEYE NO PP Y 120 CNDU WILLOWBROOK NO PP Y 120 CNDU KANSAS CITY NO PP N 0 CNDU MARICOPA NO PP Y 120 CNDU FOREST GROVE NO PP Y 120 CNDU MARICOPA NO PP Y 120 CNDU RIDGELY NO PP Y 120 CNDU CEDAR POINT NO PP Y 120 CNDU FREDERICKSBURG NO PP Y 120 CNDU BALTIMORE NO PP N 0 CNDU LAS VEGAS NO PP Y 120 CNDU PEORIA NO PP N 0 CNDU Ahoskie NO PP N 0 CNDU JACKSONVILLE NO PP Y 120 CNDU Evansville NO PP Y 120 CNDU BRYANS ROAD NO PP Y 120 CNDU WALDORF NO PP Y 120 CNDU JACKSONVILLE NO PP Y 120 CNDU MEMPHIS NO PP Y 120 CNDU LORTON NO PP Y 120 CNDU SALISBURY NO PP Y 120 CNDU SAINT LOUIS NO PP N 0 CNDU Trenton NO PP N 0 CNDU REDMOND NO PP Y 120 CNDU MEMPHIS NO PP Y 120 CNDU TOLEDO 3Y PP N 0 CNDU TAMPA NO PP Y 120 CNDU SAINT LOUIS NO PP N 0 CNDU PROVIDENCE NO PP N 0 CNDU RICHMOND NO PP Y 120 CNDU ISLE OF PALMS NO PP Y 120 CNDU CENTEREACH NO PP Y 120 CNDU SAINT LOUIS NO PP Y 120 CNDU LANCASTER NO PP N 0 CNDU NORTH LAS VEGAS NO PP Y 120 CNDU Woodstock NO PP Y 120 CNDU LONG BEACH NO PP Y 120 CNDU EVANSTON NO PP Y 120 CNDU PEYTON NO PP Y 120 CNDU Marietta NO PP Y 120 CNDU EVANSTON NO PP Y 120 CNDU INDIANAPOLIS 5Y PP N 0 CNDU Sunbury NO PP Y 120 CNDU Rome NO PP Y 120 CNDU ORLANDO NO PP N 0 CNDU EVANSTON NO PP Y 120 CNDU AMSTERDAM NO PP N 0 CNDU MIAMI 5Y PP N 0 CNDU EL PASO NO PP N 0 CNDU FALLS CHURCH NO PP Y 120 CNDU TYLER 3Y PP Y 120 CNDU LADYS ISLAND NO PP Y 120 CNDU JAMAICA NO PP Y 120 CNDU CHICAGO NO PP Y 120 CNDU Fort Wayne 3Y PP Y 120 CNDU BALTIMORE NO PP Y 120 CNDU PALM COAST NO PP Y 120 CNDU Hillsborough NO PP Y 120 CNDU ALEXANDRIA NO PP Y 120 CNDU CRYSTAL SPRINGS NO PP N 0 CNDU PHOENIX NO PP Y 120 CNDU VIRGINIA BEACH 2Y PP Y 120 CNDU PORT JEFFERSON STATION NO PP N 0 CNDU DAYTON 3Y PP N 0 CNDU BAYONNE NO PP Y 120 CNDU WELLINGTON NO PP Y 120 CNDU AKRON 3Y PP N 0 CNDU MARYVILLE NO PP Y 120 CNDU WARRENTON NO PP N 0 CNDU OGDEN NO PP N 0 CNDU EL PASO NO PP N 0 CNDU SOUTH PADRE ISLAND NO PP Y 120 CNDU FARMINGTON 3Y PP Y 120 CNDU FARMINGTON 3Y PP Y 120 CNDU GRANDVILLE NO PP N 0 CNDU BAY SHORE NO PP Y 120 CNDU BURNSVILLE 3Y PP Y 120 CNDU Evansville NO PP N 0 CNDU KIRKLAND NO PP N 0 CNDU DUNELLEN NO PP N 0 CNDU HOLLYWOOD NO PP Y 120 CNDU Tigard NO PP Y 120 CNDU PORT SAINT LUCIE NO PP N 0 CNDU PALISADES NO PP N 0 CNDU MERCED NO PP Y 120 CNDU SAINT ALBANS NO PP Y 120 CNDU DAYTON 3Y PP N 0 CNDU EL MONTE NO PP N 0 CNDU SIDNEY 5Y PP N 0 CNDU JACKSONVILLE 3Y PP Y 120 CNDU BRIDGEPORT NO PP N 0 CNDU LAWRENCEVILLE NO PP Y 120 CNDU WATERFORD NO PP Y 120 CNDU MONROE NO PP N 0 CNDU Atlantic Beach NO PP Y 120 CNDU Kalamazoo NO PP Y 120 CNDU WINCHESTER NO PP Y 120 CNDU SPOKANE NO PP Y 120 CNDU West Sacramento NO PP N 0 CNDU FORT WORTH 5Y PP N 0 CNDU SUNRISE NO PP Y 120 CNDU MARYSVILLE NO PP Y 120 CNDU CONCORD 3Y PP Y 120 CNDU SIOUX FALLS NO PP N 0 CNDU COLUMBUS NO PP Y 120 CNDU NEWBERG NO PP Y 120 CNDU BELLEROSE NO PP N 0 CNDU Paterson NO PP Y 120 CNDU LEWES 5Y PP Y 120 CNDU Boston NO PP Y 120 CNDU BOOTHWYN NO PP Y 120 CNDU TUCSON 5Y PP N 0 CNDU CHICAGO NO PP N 0 CNDU CHARLOTTE NO PP Y 120 CNDU WHEATON NO PP Y 120 CNDU FORT MYERS 3Y PP Y 60 CNDU TINLEY PARK NO PP Y 120 CNDU GRANTS PASS NO PP Y 120 CNDU RIGBY 3Y PP Y 60 CNDU STREAMWOOD NO PP Y 60 CNDU MILTON NO PP Y 120 CNDU Toms River NO PP Y 120 CNDU SAINT GEORGE NO PP Y 120 CNDU PATASKALA NO PP Y 120 CNDU LOVELAND NO PP Y 120 CNDU Boston NO PP Y 120 CNDU VIRGINIA BEACH NO PP N 0 CNDU APPLE VALLEY NO PP Y 120 CNDU BOYNTON BEACH 3Y PP Y 120 CNDU PONTIAC NO PP N 0 CNDU CHICAGO NO PP Y 120 CNDU NEWBURGH NO PP N 0 CNDU Mcdonough 3Y PP N 0 CNDU Boston NO PP Y 120 CNDU CONWAY NO PP N 0 CNDU Durham NO PP N 0 CNDU FORT MYERS 1Y PP Y 60 CNDU DETROIT 3Y PP Y 120 CNDU SURPRISE NO PP Y 120 CNDU LEES SUMMIT NO PP Y 120 CNDU AVONDALE NO PP Y 120 CNDU LITHIA NO PP Y 60 CNDU SURPRISE NO PP Y 60 CNDU FAIRVIEW NO PP N 0 CNDU SHOW LOW NO PP Y 120 CNDU Charlotte NO PP Y 120 CNDU OKLAHOMA CITY NO PP N 0 CNDU CLEVELAND 5Y PP N 0 CNDU ALAMEDA NO PP Y 120 CNDU ORMOND BEACH NO PP Y 120 CNDU EWING NO PP Y 120 CNDU SAN ANTONIO 5Y PP N 0 CNDU FORT PIERCE NO PP Y 120 CNDU RICHMOND NO PP Y 120 CNDU DAYTON 5Y PP Y 120 CNDU INDEPENDENCE NO PP Y 120 CNDU LARGO NO PP Y 120 CNDU SURPRISE NO PP Y 120 CNDU HANFORD 5Y PP N 0 CNDU BRONX NO PP Y 120 CNDU BRANSON NO PP Y 120 CNDU ASHBURN NO PP Y 120 CNDU Belmont NO PP Y 60 CNDU LYNCHBURG 3Y PP N 0 CNDU LYNCHBURG 3Y PP N 0 CNDU DAYTON NO PP N 0 CNDU HARLINGEN NO PP Y 120 CNDU LAWSON NO PP Y 120 CNDU EAST DURHAM NO PP N 0 CNDU STOCKTON 1Y PP Y 120 CNDU ODENTON NO PP Y 120 CNDU WOODSIDE NO PP Y 120 CNDU CANTON 5Y PP Y 120 CNDU SAINT LOUIS NO PP Y 120 CNDU Camden NO PP N 0 CNDU COLUMBUS 3Y PP Y 120 CNDU NORTH MIAMI 5Y PP Y 120 CNDU VIRGINIA BEACH NO PP Y 120 CNDU KANSAS CITY 3Y PP Y 120 CNDU AKRON 5Y PP Y 120 CNDU SAINT LOUIS NO PP Y 120 CNDU Belton NO PP Y 120 CNDU TOPEKA NO PP Y 120 CNDU GREENVILLE NO PP Y 120 CNDU VIENNA NO PP Y 120 CNDU OZONE PARK NO PP Y 120 CNDU AURORA NO PP Y 120 CNDU GOODLETTSVILLE NO PP Y 120 CNDU CHICAGO NO PP N 0 CNDU APPLE VALLEY NO PP Y 120 CNDU Irvington NO PP N 0 CNDU MURRIETA NO PP Y 120 CNDU HENDERSON NO PP Y 120 CNDU ZEPHYRHILLS NO PP Y 120 CNDU MERIDEN 5Y PP Y 120 CNDU PHILADELPHIA NO PP Y 120 CNDU SANTA ROSA 3Y PP Y 120 CNDU PROVIDENCE NO PP N 0 CNDU WASHINGTON NO PP N 0 CNDU GLENDALE NO PP Y 120 CNDU UPPER MARLBORO NO PP Y 120 CNDU RESTON NO PP Y 60 CNDU East Boston NO PP Y 120 CNDU CHICAGO NO PP Y 120 CNDU AURORA NO PP Y 120 CNDU PHOENIX 1Y PP Y 120 CNDU Cottonwood 2Y PP Y 120 CNDU HOMESTEAD NO PP Y 120 CNDU KANSAS CITY NO PP N 0 CNDU HILLSBORO NO PP Y 120 CNDU LAKE OSWEGO NO PP Y 120 CNDU NEW LONDON NO PP N 0 CNDU GRANTS PASS 2Y PP Y 120 CNDU WARREN NO PP Y 120 CNDU AIKEN NO PP N 0 CNDU BUFFALO 5Y PP N 0 CNDU CLERMONT NO PP Y 120 CNDU Louisville NO PP N 0 CNDU NEWPORT NEWS 3Y PP Y 120 CNDU LOS ANGELES NO PP Y 60 CNDU MIAMI NO PP Y 120 CNDU HOFFMAN ESTATES NO PP Y 60 CNDU NAMPA NO PP Y 120 CNDU POWDER SPRINGS NO PP Y 120 CNDU Alpharetta NO PP Y 120 CNDU DETROIT NO PP Y 120 CNDU JACKSONVILLE BEACH NO PP Y 120 CNDU ANGOLA NO PP N 0 CNDU BOILING SPRINGS NO PP Y 120 CNDU Apopka NO PP Y 120 CNDU BRONX NO PP Y 120 CNDU SPOKANE 5Y PP N 0 CNDU ORLANDO NO PP Y 120 CNDU BROOKLYN NO PP N 0 CNDU TYLER NO PP Y 120 CNDU PHILADELPHIA NO PP Y 60 CNDU Alpharetta NO PP N 0 CNDU TOPEKA NO PP N 0 CNDU CHICAGO NO PP Y 120 CNDU TOPEKA NO PP N 0 CNDU TOPEKA NO PP N 0 CNDU E FALLOWFIELD NO PP N 0 CNDU MESA NO PP Y 120 CNDU GREENVILLE NO PP Y 120 CNDU RENTON 5Y PP Y 120 CNDU LANSING NO PP Y 120 CNDU EL PASO NO PP Y 120 CNDU Raleigh NO PP Y 120 CNDU BIRMINGHAM 3Y PP N 0 CNDU BARTOW NO PP Y 120 CNDU OKLAHOMA CITY 3Y PP N 0 CNDU CHICAGO NO PP N 0 CNDU ORMOND BEACH NO PP Y 120 CNDU DETROIT NO PP Y 120 CNDU HOLLYWOOD 5Y PP Y 120 CNDU NORTH CHARLESTON NO PP Y 120 CNDU VANCOUVER NO PP Y 120 CNDU AVONDALE NO PP Y 120 CNDU JACKSONVILLE NO PP Y 120 CNDU SEGUIN 5Y PP N 0 CNDU SOUTHFIELD NO PP Y 120 CNDU KENT NO PP Y 120 CNDU ROWESVILLE NO PP Y 120 CNDU MASPETH NO PP Y 120 CNDU Mutttontown NO PP Y 120 CNDU GLEN OAKS NO PP N 0 CNDU DARLINGTON NO PP Y 120 CNDU NORTH HOLLYWOOD NO PP Y 120 CNDU NEW DURHAM NO PP Y 120 CNDU RANCHO PALOS VERDES NO PP N 0 CNDU SAN ANTONIO NO PP N 0 CNDU PORT SAINT LUCIE NO PP Y 120 CNDU COLUMBUS NO PP Y 120 CNDU KANSAS CITY NO PP Y 120 CNDU NORTH CHARLESTON NO PP Y 120 CNDU FOUNTAIN NO PP Y 120 CNDU BALTIMORE NO PP Y 120 CNDU LAWRENCEVILLE NO PP Y 120 CNDU HOMESTEAD 1Y PP N 0 CNDU LA VERGNE NO PP Y 120 CNDU NORTH LAS VEGAS NO PP Y 120 CNDU WASHINGTON NO PP N 0 CNDU ATLANTA NO PP N 0 CNDU Cumming NO PP Y 60 CNDU HILLSBORO NO PP Y 120 CNDU JACKSONVILLE NO PP Y 120 CNDU Wilmington NO PP Y 120 CNDU Las Cruces NO PP N 0 CNDU VISALIA 2Y PP Y 120 CNDU SCAPPOOSE NO PP Y 120 CNDU SALEM 3Y PP Y 120 CNDU Santa Maria NO PP Y 120 CNDU JACKSONVILLE NO PP Y 120 CNDU OZARK NO PP Y 120 CNDU CHICAGO NO PP N 0 CNDU SCOTTSDALE NO PP Y 120 CNDU HOUSTON 5Y PP N 0 CNDU ELMHURST NO PP N 0 CNDU WASHINGTON 6M PP N 0 CNDU CHICAGO NO PP N 0 CNDU CALDWELL NO PP Y 120 CNDU Powder Springs NO PP Y 120 CNDU PHOENIX NO PP Y 120 CNDU GLENDALE NO PP Y 120 CNDU MODESTO NO PP Y 120 CNDU LAS VEGAS NO PP Y 120 CNDU WALDORF NO PP N 0 CNDU LISLE NO PP Y 120 CNDU SALEM NO PP Y 120 CNDU SPARTANBURG NO PP N 0 CNDU SPOKANE NO PP N 0 CNDU RIDGE NO PP Y 120 CNDU PHOENIX NO PP Y 120 CNDU WAKE FOREST NO PP Y 120 CNDU KANSAS CITY NO PP Y 120 CNDU REDMOND NO PP Y 120 CNDU MINNEAPOLIS NO PP N 0 CNDU SPRING CITY NO PP Y 120 CNDU PINE BLUFFS NO PP Y 120 CNDU WASHINGTON NO PP N 0 CNDU MARICOPA NO PP Y 120 CNDU GIBSONTON NO PP Y 120 CNDU CHEYENNE NO PP Y 120 CNDU ANNAPOLIS NO PP Y 120 CNDU SEAFORD 3Y PP N 0 CNDU ESSEX NO PP Y 120 CNDU DES MOINES NO PP Y 120 CNDU KANSAS CITY NO PP Y 120 CNDU Scottsdale NO PP N 0 CNDU MARYSVILLE NO PP Y 120 CNDU FORT LAUDERDALE 2Y PP N 0 CNDU LIBERTY LAKE NO PP Y 120 CNDU Raleigh NO PP Y 120 CNDU SILVER SPRING NO PP Y 120 CNDU MIRA LOMA 5Y PP Y 120 CNDU KATONAH NO PP Y 120 CNDU Cary NO PP Y 120 CNDU EVERETT 5Y PP Y 120 CNDU PROVIDENCE NO PP Y 120 CNDU WOODBRIDGE NO PP N 0 CNDU CAPE CORAL NO PP Y 120 CNDU Atlanta NO PP Y 120 CNDU RENO NO PP Y 120 REPR RANDALLSTOWN NO PP Y 120 REPR PERINTON NO PP N 0 REPR FRAMINGHAM NO PP N 0 REPR Vienna NO PP Y 120 EFLO Phippsburg NO PP N 0 EFLO Detroit NO PP N 0 EFLO Detroit NO PP N 0 EFLO Washington NO PP N 0 EFLO Fort Washington NO PP Y 120 EFLO Clermont NO PP Y 120 EFLO Manassas NO PP Y 120 EFLO Fort Washington NO PP Y 120 EFLO Sterling NO PP N 0 EFLO Washington NO PP Y 120 EFLO Suisun City NO PP Y 120 EFLO Manassas NO PP Y 120 EFLO Woodbridge 3Y PP Y 120 EFLO Centreville NO PP Y 120 EFLO Fairfax NO PP Y 120 EFLO Culpeper NO PP Y 120 EFLO Fredericksburg 3Y PP Y 120 EFLO Hamilton NO PP Y 120 EFLO Fredericksburg 3Y PP Y 120 EFLO Cooksville NO PP Y 120 EFLO Manassas NO PP Y 120 EFLO Manassas NO PP Y 120 EFLO Winston Salem NO PP Y 120 EFLO Temple Hills NO PP Y 120 EFLO Germantown NO PP Y 120 EFLO Manassas NO PP Y 120 EFLO Richmond NO PP Y 120 EFLO Alexandria NO PP Y 120 EFLO Clinton NO PP Y 120 EFLO Upper Marlboro NO PP Y 120 EFLO Gaithersburg NO PP Y 120 EFLO Arlington NO PP Y 120 EFLO Beltsville NO PP Y 120 EFLO Manassas NO PP Y 120 EFLO Woodbridge 3Y PP Y 120 EFLO Capitol Heights NO PP Y 120 EFLO Culpeper NO PP Y 120 EFLO Alexandria NO PP Y 120 EFLO Woodbridge NO PP Y 120 EFLO Manassas NO PP Y 120 EFLO Takoma Park NO PP Y 120 EFLO Woodbridge NO PP Y 120 EFLO Leesburg NO PP Y 120 EFLO Aldie NO PP Y 120 EFLO TAMARAC NO PP N 0 EFLO Reston NO PP Y 120 EFLO Manassas NO PP Y 120 EFLO Woodbridge NO PP Y 120 EFLO Falls Church 3Y PP Y 120 EFLO Baltimore NO PP N 0 EFLO PORT REPUBLIC NO PP Y 120 EFLO STREAMWOOD NO PP N 0 EFLO LOUISVILLE NO PP Y 120 EFLO BALTIMORE NO PP N 0 EFLO Fargo NO PP N 0 EFLO BEALETON 6M PP Y 120 EFLO COLUMBIA NO PP N 0 EFLO DOVER 3Y PP N 0 EFLO BALTIMORE NO PP N 0 EFLO CARENCRO 3Y PP N 0 EFLO BALTIMORE NO PP N 0 EFLO BALTIMORE NO PP N 0 EFLO BALTIMORE NO PP N 0 EFLO WALDORF NO PP N 0 EFLO ARLINGTON NO PP N 0 EFLO Pasadena NO PP Y 120 EFLO ARLINGTON NO PP N 0 EFLO BALTIMORE NO PP N 0 EFLO ARLINGTON NO PP N 0 EFLO DAVIDSONVILLE NO PP Y 120 EFLO NEW CASTLE NO PP N 0 EFLO YORK 3Y PP N 0 EFLO VIRGINIA BEACH NO PP N 0 EFLO RICHMOND NO PP Y 120 EFLO CUMBERLAND NO PP N 0 EFLO POTTSTOWN 3Y PP N 0 EFLO POTTSTOWN 3Y PP N 0 EFLO BALTIMORE NO PP Y 120 EFLO Baltimore NO PP Y 120 EFLO SOUDERTON NO PP N 0 EFLO Grant 3Y PP N 0 EFLO MIAMI NO PP N 0 EFLO ELMA 3Y PP N 0 EFLO TAMPA 3Y PP N 0 EFLO Romulus 3Y PP N 0 EFLO Lakeland 3Y PP N 0 REPR West Palm Beach NO PP N 0 REPR UPPER MARLBORO NO PP Y 120 REPR Albertson NO PP Y 120 EFLO Brooklyn 1Y PP Y 120 EFLO Wyandanch 1Y PP N 0 EFLO ALTURA 3Y PP N 0 EFLO Alexandria NO PP N 0 EFLO APACHE JUNCTION 3Y PP N 0 EFLO MOUNT LAUREL TOWNSHIP NO PP N 0 EFLO IRVINGTON TOWNSHIP NO PP N 0 EFLO NEW BRUNSWICK NO PP Y 120 EFLO PATERSON NO PP Y 120 EFLO BAYONNE NO PP Y 120 EFLO Trenton NO PP N 0 EFLO WOODBRIDGE NO PP Y 120 EFLO MT OLIVE TOWNSHIP NO PP N 0 EFLO TRENTON NO PP N 0 EFLO JERSEY CITY NO PP Y 120 EFLO NORTH BERGEN TWP NO PP N 0 EFLO PASSAIC NO PP Y 120 EFLO EAST ORANGE NO PP N 0 EFLO EAST ORANGE NO PP N 0 EFLO JERSEY CITY NO PP Y 120 EFLO MENDHAM TOWNSHIP NO PP N 0 EFLO Miami NO PP Y 120 EFLO Hialeah 3Y PP N 0 EFLO Hillsborough NO PP N 0 EFLO Maurice River Township NO PP N 0 EFLO Elizabeth NO PP Y 120 EFLO Newark NO PP N 0 EFLO Fitchburg NO PP N 0 EFLO Lawrence NO PP Y 120 EFLO Orange NO PP N 0 EFLO Newark NO PP Y 120 EFLO Jersey City NO PP N 0 EFLO Lynn NO PP Y 120 EFLO Antioch NO PP Y 120 EFLO New Port Richey NO PP Y 120 EFLO Mobile NO PP N 0 EFLO Nashville NO PP N 0 EFLO Dunedin NO PP Y 120 EFLO Seminole NO PP Y 120 EFLO Largo NO PP Y 120 EFLO Mandeville NO PP N 0 EFLO Dunedin NO PP Y 120 EFLO Clearwater NO PP Y 120 EFLO Ocala NO PP Y 120 EFLO Clearwater NO PP Y 120 EFLO Chattanooga NO PP N 0 EFLO Hendersonville NO PP N 0 EFLO Iuka NO PP N 0 EFLO Auburn NO PP Y 60 EFLO Cape Coral NO PP Y 60 EFLO Jackson NO PP N 0 EFLO Celebration NO PP Y 120 EFLO Orlando NO PP Y 120 EFLO Gulf Breeze NO PP N 0 EFLO Nashville NO PP N 0 EFLO Birmingham NO PP Y 120 EFLO JONESBORO 1Y PP N 0 EFLO LITHONIA 1Y PP Y 120 EFLO Cincinnati 1Y PP N 0 EFLO LAKE ALFRED 1Y PP N 0 EFLO MIAMI 3Y PP N 0 EFLO Cincinnati 1Y PP N 0 EFLO MARIETTA NO PP N 0 EFLO Kennesaw NO PP Y 120 EFLO BLUE RIDGE 1Y PP Y 120 EFLO HIGH POINT 3Y PP N 0 EFLO ATLANTA 1Y PP N 0 EFLO Cincinnati NO PP Y 120 EFLO Port Chester NO PP N 0 EFLO Bayside NO PP N 0 EFLO Fresh Meadows NO PP N 0 EFLO Philadelphia NO PP N 0 EFLO Westampton NO PP Y 120 EFLO Philadelphia NO PP Y 120 EFLO Northfield NO PP N 0 EFLO Woodbury NO PP N 0 EFLO Ocean City NO PP Y 120 EFLO BROOKLYN NO PP N 0 EFLO Brooklyn NO PP N 0 EFLO College Point NO PP N 0 EFLO Laurel NO PP N 0 EFLO Chicago NO PP Y 120 EFLO JERSEY CITY NO PP Y 120 EFLO NOGALES 3Y PP Y 120 EFLO PLACENTIA 6M PP Y 120 EFLO SURPRISE 3Y PP N 0 EFLO UPLAND 6M PP Y 120 EFLO CHINO 6M PP Y 120 EFLO PLACENTIA 6M PP Y 120 EFLO EL CENTRO NO PP N 0 EFLO YUMA 3Y PP N 0 EFLO Laredo 3Y PP N 0 EFLO GREELEY 3Y PP Y 120 EFLO GREELEY 3Y PP Y 120 EFLO GREELEY 3Y PP Y 120 EFLO PALM SPRINGS 3Y PP Y 120 EFLO Rio Rico 3Y PP N 0 EFLO Richardson NO PP N 0 EFLO Chicago 3Y PP N 0 EFLO Minneapolis 3Y PP N 0 EFLO Chicago 3Y PP N 0 EFLO Little Rock 3Y PP N 0 EFLO Murphy 3Y PP N 0 EFLO Brighton 3Y PP Y 60 EFLO KINGSVILLE 3Y PP N 0 EFLO Chicago 3Y PP N 0 EFLO Florissant 3Y PP N 0 EFLO Atlanta 3Y PP Y 60 EFLO Orlando NO PP N 0 EFLO Orlando 3Y PP N 0 EFLO Ellijay 3Y PP N 0 EFLO Tampa 1Y PP N 0 EFLO New River 3Y PP N 0 EFLO Millington 3Y PP N 0 EFLO Savannah 3Y PP Y 60 EFLO Arvada 3Y PP Y 60 EFLO Davie Beach 3Y PP N 0 EFLO York NO PP N 0 EFLO Granbury 3Y PP N 0 EFLO Chicago 3Y PP N 0 EFLO WASHINGTON NO PP Y 120 WFLN ELLICOTT CITY NO PP Y 120 WFLN FORKED RIVER NO PP Y 120 WFLN EASTON NO PP N 0 WFLN LAREDO 3Y PP N 0 WFLN MESA NO PP Y 120 WFLN LANHAM NO PP Y 120 WFLN MISSION NO PP N 0 WFLN PHOENIX 3Y PP N 0 WFLN BELLEVUE 3Y PP N 0 WFLN ORANGE NO PP Y 120 WFLN MCALLEN 3Y PP N 0 WFLN HIGLEY 3Y PP Y 120 WFLN SEVERNA PARK NO PP Y 120 WFLN SUN CITY WEST NO PP N 0 WFLN WESLACO 2Y PP N 0 WFLN CEDAR PARK 3Y PP N 0 WFLN DECATUR 3Y PP Y 120 WFLN FORT WORTH 3Y PP Y 120 WFLN LEESBURG NO PP Y 120 WFLN DAVENPORT 3Y PP N 0 WFLN GREAT FALLS NO PP Y 120 WFLN SILVER SPRING NO PP N 0 WFLN ATHENS 3Y PP Y 120 WFLN SILVER SPRING NO PP Y 120 WFLN MIDDLETOWN NO PP Y 120 WFLN CAPITOL HEIGHTS NO PP Y 120 WFLN MESA NO PP Y 120 WFLN ROUND ROCK NO PP Y 120 WFLN MCALLEN 3Y PP N 0 WFLN CEDAR PARK NO PP N 0 WFLN GILBERT NO PP Y 120 WFLN MESA 3Y PP N 0 WFLN CLAREMONT NO PP Y 120 WFLN ORANGE NO PP N 0 WFLN CHANDLER NO PP N 0 WFLN SAN FRANCISCO 3Y PP N 0 WFLN KELLER 3Y PP Y 120 WFLN MISSION 3Y PP N 0 WFLN SANTA ANA NO PP N 0 WFLN SAN ANTONIO NO PP N 0 WFLN PHOENIX NO PP Y 120 WFLN GREAT FALLS 3Y PP Y 120 WFLN TOMS RIVER NO PP Y 120 WFLN SPRING LAKE NO PP N 0 WFLN HOLLYWOOD NO PP Y 120 WFLN HILLSDALE NO PP Y 120 WFLN MINNEAPOLIS 2Y PP Y 120 WFLN BROWNSVILLE 3Y PP N 0 WFLN MINNEAPOLIS 2Y PP Y 120 WFLN LAREDO 3Y PP N 0 WFLN PHOENIX NO PP Y 120 WFLN BIG BEAR LAKE 3Y PP N 0 WFLN YONKERS 1Y PP Y 120 WFLN WASHINGTON NO PP Y 120 WFLN TOTOWA NO PP N 0 WFLN BELLINGHAM 3Y PP Y 120 WFLN RICHMOND 3Y PP N 0 WFLN TAKOMA PARK NO PP Y 120 WFLN CORONA 2Y PP Y 120 WFLN WESLACO NO PP N 0 WFLN MCALLEN 3Y PP N 0 WFLN ARIZONA CITY 3Y PP N 0 WFLN WASHINGTON NO PP Y 120 WFLN MESA NO PP Y 120 WFLN REMINGTON NO PP Y 120 WFLN PHOENIX NO PP Y 120 WFLN BALTIMORE NO PP Y 120 WFLN Encino 7M PP Y 120 EFLO San Antonio NO PP N 0 EFLO OAK POINT NO PP N 0 EFLO Dallas NO PP Y 120 EFLO OAK POINT NO PP N 0 EFLO Bethlehem NO PP Y 120 EFLO Stockbridge NO PP N 0 EFLO Frisco NO PP Y 120 EFLO Bryan NO PP N 0 EFLO Ellenwood NO PP Y 120 EFLO Loris NO PP N 0 EFLO Round Rock NO PP Y 120 EFLO Plano NO PP N 0 EFLO Stockbridge NO PP Y 120 EFLO Rockport NO PP N 0 EFLO Hapeville NO PP N 0 EFLO Dallas NO PP N 0 EFLO San Diego NO PP N 0 EFLO Dallas NO PP Y 120 EFLO Prescott NO PP N 0 EFLO Lincoln NO PP N 0 EFLO Pflugerville NO PP Y 120 EFLO FT WORTH NO PP Y 120 EFLO Dacula NO PP Y 120 EFLO Aubrey NO PP Y 120 EFLO San Diego NO PP N 0 EFLO Mckinney NO PP N 0 EFLO Mesquite 3Y PP N 0 EFLO Midway City NO PP Y 120 EFLO Mcdonough NO PP Y 120 EFLO Los Angeles NO PP Y 120 EFLO San Diego NO PP N 0 EFLO Grand Prairie 3Y PP N 0 EFLO Houston NO PP Y 120 EFLO Dallas NO PP N 0 EFLO Vista NO PP N 0 EFLO Marietta NO PP Y 120 EFLO FATE NO PP N 0 EFLO Lewisville NO PP N 0 EFLO Abingdon NO PP Y 120 EFLO Valdosta NO PP N 0 EFLO Mcallen 3Y PP N 0 EFLO Albuquerque NO PP N 0 EFLO Riverdale NO PP N 0 EFLO San Antonio NO PP N 0 EFLO Douglasville NO PP Y 120 EFLO Deer Park NO PP N 0 EFLO Myrtle Beach NO PP Y 120 EFLO Valdosta NO PP N 0 EFLO Spring NO PP Y 120 EFLO Forney NO PP N 0 EFLO Forney 3Y PP Y 120 EFLO DENTON NO PP Y 120 EFLO Mesquite 3Y PP N 0 EFLO Irving NO PP N 0 EFLO Eden Prairie NO PP Y 120 EFLO Houston NO PP N 0 EFLO Stockbridge NO PP Y 120 EFLO OAK POINT NO PP Y 120 EFLO Dallas NO PP Y 120 EFLO Jefferson NO PP N 0 EFLO Arlington 3Y PP Y 120 EFLO Houston NO PP N 0 EFLO OAK POINT 3Y PP N 0 EFLO Farmers Branch NO PP N 0 EFLO Albuquerque NO PP Y 120 EFLO Oklahoma City NO PP N 0 EFLO Honolulu 3Y PP Y 120 EFLO Las Vegas 6M PP Y 120 EFLO Pasadena NO PP N 0 EFLO ANTIOCH NO PP N 0 EFLO SAN MARCOS NO PP N 0 EFLO COEUR D ALENE NO PP N 0 EFLO DUARTE 3Y PP Y 120 EFLO SPOKANE NO PP Y 120 EFLO CARMEL VALLEY NO PP Y 120 EFLO Muldrow NO PP N 0 EFLO Carrollton NO PP Y 120 EFLO ALPINE FOREST NO PP Y 120 EFLO CERES 3Y PP Y 120 EFLO Indianapolis 3Y PP N 0 EFLO HOPKINSVILLE 3Y PP N 0 EFLO CAMPBELL NO PP N 0 EFLO INDIANAPOLIS NO PP N 0 EFLO COSHOCTON NO PP N 0 EFLO HOPKINSVILLE 3Y PP N 0 EFLO INDIANAPOLIS NO PP N 0 EFLO LOUISVILLE NO PP N 0 EFLO HOPKINSVILLE 3Y PP N 0 EFLO HOPKINSVILLE 3Y PP N 0 EFLO HOPKINSVILLE 3Y PP N 0 EFLO HOPKINSVILLE 3Y PP N 0 EFLO Aurora NO PP N 0 EFLO Milwaukee NO PP Y 120 EFLO Cape Coral 3Y PP Y 120 EFLO Keystone NO PP Y 120 EFLO Kenosha NO PP Y 120 EFLO Milwaukee NO PP Y 120 EFLO Thorton NO PP Y 120 EFLO Coral Gables NO PP Y 120 EFLO Ashburn NO PP Y 120 EFLO Shelter Island NO PP Y 120 EFLO Alexandria NO PP N 0 EFLO Manassas NO PP Y 120 EFLO Silver Spring NO PP Y 120 EFLO Alexandria NO PP Y 120 EFLO Alexandria NO PP Y 120 EFLO Falls Church NO PP N 0 EFLO Cape Coral NO PP Y 120 EFLO Washington NO PP N 0 EFLO Manassas NO PP Y 120 EFLO CLEVELAND 3Y PP Y 120 EFLO KAILUA NO PP N 0 EFLO PINEVILLE 3Y PP N 0 EFLO Honolulu NO PP N 0 EFLO PLEASANT HILL NO PP N 0 EFLO HENDERSON NO PP Y 120 EFLO Chapin NO PP N 0 EFLO Elberton NO PP N 0 EFLO Ventura 3Y PP N 0 EFLO Gilbert 3Y PP Y 120 EFLO Mesa 6M PP Y 120 EFLO Tucson 6M PP N 0 EFLO Sun City 3Y PP N 0 EFLO Myrtle 6M PP N 0 EFLO Scottsdale 6M PP N 0 EFLO Tempe 6M PP Y 120 EFLO Olathe NO PP N 0 EFLO Phoenix 3Y PP Y 120 EFLO Phoenix 6M PP Y 120 EFLO Tucson 6M PP N 0 EFLO Paradise Valley 6M PP N 0 EFLO Cottonwood 6M PP Y 120 EFLO Kansas City 6M PP N 0 EFLO Phoenix 6M PP Y 120 EFLO Kansas City 6M PP N 0 EFLO Phoenix 3Y PP N 0 EFLO Apache Junction 3Y PP Y 120 EFLO Yuma 6M PP Y 120 EFLO Phoenix 6M PP Y 60 EFLO Phoenix 6M PP Y 120 EFLO WEST FARGO NO PP Y 120 EFLO SPRING NO PP N 0 EFLO HOUSTON NO PP N 0 EFLO SPRING NO PP N 0 EFLO SAN ANTONIO NO PP N 0 EFLO HOUSTON NO PP N 0 EFLO GROSSE POINTE FARMS 3Y PP Y 120 EFLO SPRING NO PP N 0 EFLO Palm Bay NO PP Y 120 EFLO Titusville NO PP N 0 EFLO palmbay NO PP N 0 EFLO San Diego NO PP Y 120 EFLO San Diego NO PP Y 120 EFLO Hiram NO PP Y 120 EFLO Cincinnati 3Y PP Y 120 EFLO West Springfield 3Y PP N 0 EFLO Columbus 3Y PP N 0 EFLO Acosta 3Y PP N 0 EFLO Newark NO PP N 0 EFLO Fredericktown 3Y PP N 0 EFLO Pittsburgh 3Y PP N 0 EFLO Columbus 3Y PP N 0 EFLO Pennsburg 3Y PP N 0 EFLO Fredericktown 3Y PP N 0 EFLO Harrisburg 3Y PP N 0 EFLO Union 3Y PP N 0 EFLO BETHEL 3Y PP Y 120 EFLO Westbury 1Y PP Y 120 EFLO Bay Shore 1Y PP Y 120 EFLO WATERTOWN NO PP N 0 EFLO Freeport 1Y PP Y 60 EFLO Elmont NO PP Y 120 EFLO Fort Worth NO PP N 0 EFLO Denton NO PP N 0 EFLO Kellyville 3Y PP N 0 EFLO Lithia NO PP N 0 EFLO CLAYTON NO PP Y 120 EFLO BETHESDA 3Y PP N 0 EFLO Jessup NO PP Y 120 EFLO SILVER SPRING NO PP Y 120 EFLO Clayton NO PP Y 120 EFLO LAUREL 3Y PP Y 120 EFLO Leesburg NO PP Y 120 EFLO GERMANTOWN NO PP Y 120 EFLO Clayton NO PP Y 120 EFLO Lewiston NO PP N 0 EFLO Portland NO PP N 0 EFLO Harrison Township NO PP N 0 EFLO Chicopee NO PP N 0 EFLO Highland NO PP Y 120 EFLO Converse NO PP N 0 EFLO Emerald Isle NO PP Y 120 EFLO Crowley 3Y PP N 0 EFLO Saint Petersburg NO PP N 0 EFLO Derby NO PP N 0 EFLO Washington NO PP N 0 EFLO PERRYVILLE NO PP N 0 EFLO Waukegan NO PP N 0 EFLO Wilmington NO PP N 0 EFLO Charlotte NO PP N 0 EFLO Lebanon NO PP N 0 EFLO Denver NO PP N 0 EFLO Raynham NO PP N 0 EFLO San Antonio 3Y PP N 0 EFLO Freedom NO PP N 0 EFLO San Antonio 3Y PP N 0 EFLO Chicopee NO PP N 0 EFLO Pleasant View NO PP Y 120 EFLO SULLIVAN NO PP N 0 EFLO Weymouth NO PP Y 120 EFLO Charlotte NO PP N 0 EFLO Dorchester NO PP Y 120 EFLO Matthews NO PP Y 120 EFLO Elkton NO PP N 0 EFLO SAN ANTONIO NO PP N 0 EFLO Assonet NO PP Y 120 EFLO Brewer NO PP N 0 EFLO Mashpee NO PP N 0 EFLO GOSHEN 3Y PP N 0 EFLO TULARE 3Y PP N 0 EFLO VISALIA 3Y PP N 0 EFLO FRESNO 3Y PP N 0 EFLO Las Vegas 3Y PP N 0 EFLO Las Vegas 3Y PP N 0 EFLO MURRIETA 3Y PP Y 120 EFLO Maineville 3Y PP Y 120 EFLO HAGERSTOWN NO PP N 0 EFLO CHARLOTTESVILLE NO PP Y 120 EFLO LAUREL NO PP Y 120 EFLO CHARLOTTESVILLE NO PP Y 120 EFLO CHARLOTTESVILLE 3Y PP N 0 EFLO CHARLOTTESVILLE NO PP N 0 EFLO CHARLOTTESVILLE 3Y PP Y 120 EFLO WICHITA NO PP Y 120 EFLO CHARLOTTESVILLE NO PP Y 120 EFLO Charlottesville NO PP Y 120 EFLO Washington 3Y PP Y 120 EFLO CHARLOTTESVILLE 3Y PP Y 120 EFLO MIAMI 3Y PP Y 120 EFLO WICHITA NO PP Y 120 EFLO VIENNA NO PP N 0 EFLO Temple 3Y PP N 0 EFLO Myrtle Beach 3Y PP Y 120 EFLO Macon NO PP Y 120 EFLO Jacksonville 3Y PP Y 120 EFLO San Bernardino 3Y PP Y 120 EFLO Grand Rapids NO PP N 0 EFLO Weatherford 3Y PP Y 120 EFLO Grand Rapids NO PP N 0 EFLO Myrtle Beach NO PP Y 120 EFLO Elkmont NO PP N 0 EFLO Kansas City NO PP N 0 EFLO Miami NO PP N 0 EFLO Macon NO PP Y 120 EFLO Rochester NO PP N 0 EFLO Saint Augustine 3Y PP N 0 EFLO Riverside Area NO PP Y 60 EFLO SOUTH LAKE TAHOE 3Y PP N 0 EFLO BELL NO PP N 0 EFLO PICO RIVERA NO PP N 0 EFLO KOLOA 3Y PP Y 60 EFLO CASA GRANDE NO PP N 0 EFLO SHOREVIEW NO PP N 0 EFLO POMONA NO PP Y 120 EFLO SANTA ANA NO PP Y 120 EFLO N LAS VEGAS 3Y PP Y 120 EFLO HENDERSON NO PP Y 120 EFLO MIDWAY CITY NO PP N 0 EFLO REDLANDS 3Y PP Y 120 EFLO Bay Shore NO PP Y 120 EFLO Clifton NO PP Y 120 EFLO East Elmhurst 3Y PP N 0 EFLO North Bergen NO PP Y 120 EFLO West Orange NO PP Y 120 EFLO Jamaica 3Y PP N 0 EFLO Passaic NO PP Y 120 EFLO Far Rockaway NO PP N 0 EFLO Hyattsville NO PP Y 120 EFLO Hyattsville NO PP Y 120 EFLO Hyattsville NO PP N 0 EFLO Hahira NO PP Y 120 EFLO Coral Springs 3Y PP Y 120 EFLO Beulaville NO PP N 0 EFLO Columbus 5Y PP Y 120 EFLO Lake Oswego 3Y PP Y 120 EFLO WILLINGBORO NO PP N 0 REPR Minneapolis 2Y PP Y 120 EFLO DOVE CANYON NO PP N 0 EFLO VISALIA 3Y PP Y 120 EFLO SAN FRANCISCO NO PP Y 120 EFLO Concord NO PP N 0 EFLO West New York NO PP Y 120 EFLO LAS VEGAS 3Y PP N 0 EFLO Miami NO PP Y 120 EFLO Hialeah NO PP Y 120 EFLO Tampa NO PP Y 120 EFLO Melbourne NO PP Y 120 EFLO Miami Beach NO PP N 0 EFLO MIAMI NO PP Y 120 EFLO LOS ANGELES 3Y PP N 0 EFLO MILPITAS 6M PP N 0 EFLO GREENFIELD 6M PP N 0 EFLO SANTA ANA 6M PP N 0 EFLO SAN JOSE 6M PP Y 120 EFLO ORANGE PARK 1Y PP Y 120 EFLO Columbia 1Y PP N 0 EFLO Savannah 1Y PP N 0 EFLO Jacksonville 1Y PP N 0 EFLO Jacksonville 1Y PP N 0 EFLO Jacksonville 1Y PP Y 120 EFLO Baltimore 1Y PP N 0 EFLO Easley NO PP N 0 EFLO Mount Pleasant 1Y PP N 0 EFLO BRISTOW NO PP Y 120 EFLO CULPEPER NO PP Y 120 EFLO QUEEN CREEK NO PP Y 120 EFLO UPPER MARLBORO NO PP N 0 EFLO LAVEEN NO PP N 0 EFLO LANCASTER NO PP Y 120 EFLO SURPRISE NO PP Y 120 EFLO TEMECULA NO PP Y 120 EFLO FAIRFIELD NO PP Y 120 EFLO Ponte Vedra Beach NO PP N 0 EFLO Davie 3Y PP N 0 EFLO Kennesaw 3Y PP N 0 EFLO Conyers 3Y PP N 0 EFLO Orlando NO PP N 0 EFLO Covington 3Y PP N 0 EFLO Davie 3Y PP N 0 EFLO Milner 3Y PP N 0 EFLO Athens 3Y PP N 0 EFLO Hoschton 3Y PP N 0 EFLO Peachtree City NO PP N 0 EFLO Pompano Beach 3Y PP N 0 EFLO Pompano Beach 3Y PP N 0 EFLO Atlanta 3Y PP N 0 EFLO Lawrenceville 3Y PP N 0 EFLO Boone NO PP N 0 EFLO Monroe 3Y PP N 0 EFLO Stockbridge 3Y PP N 0 EFLO Maitland 3Y PP N 0 EFLO Lake Wylie NO PP N 0 EFLO Alpharetta NO PP Y 120 EFLO Monroe NO PP N 0 EFLO Orlando 3Y PP N 0 EFLO Jacksonville 3Y PP N 0 EFLO Bradenton 3Y PP N 0 EFLO Brandon 3Y PP N 0 EFLO Dunedin 3Y PP N 0 EFLO Tampa NO PP N 0 EFLO Marietta 3Y PP N 0 EFLO Woodstock 3Y PP N 0 EFLO Buford NO PP Y 120 EFLO Stockbridge 3Y PP N 0 EFLO Virginia Beach 3Y PP Y 120 EFLO Cicero NO PP Y 120 EFLO PALM BEACH GARDENS NO PP Y 120 EFLO ALEXANDRIA NO PP Y 120 EFLO Roanoke NO PP Y 120 EFLO Reisterstown NO PP Y 120 EFLO MELBOURNE 3Y PP Y 120 EFLO SHERWOOD 3Y PP Y 120 EFLO BEDFORD NO PP N 0 EFLO Arlington 3Y PP Y 120 EFLO Glenn Dale 3Y PP Y 120 EFLO PALM BAY NO PP Y 120 EFLO SAINT AUGUSTINE 3Y PP Y 120 EFLO Lauderhill 3Y PP Y 120 EFLO BRENTWOOD NO PP Y 120 EFLO Benicia NO PP N 0 EFLO ORLANDO 3Y PP Y 120 EFLO WEST BABYLON NO PP N 0 EFLO FREDERICK NO PP N 0 EFLO Oxnard 3Y PP Y 120 EFLO SAN BERNARDINO 3Y PP N 0 EFLO APPLE VALLEY 3Y PP Y 120 EFLO Gahanna NO PP N 0 EFLO COLUMBUS NO PP N 0 EFLO COLUMBUS NO PP N 0 EFLO Westerville NO PP N 0 EFLO Westerville NO PP N 0 EFLO COLUMBUS NO PP N 0 EFLO Salt Lake City 3Y PP Y 120 EFLO Park City NO PP Y 120 EFLO MIDWAY NO PP N 0 EFLO Park City NO PP Y 120 EFLO Oradell 3Y PP N 0 EFLO KALAMAZOO NO PP N 0 EFLO Union NO PP Y 120 EFLO Zellwood NO PP N 0 EFLO Delray Beach NO PP Y 120 EFLO Gainesville NO PP N 0 EFLO Ocoee 3Y PP N 0 EFLO Ocoee NO PP Y 120 EFLO Temple Hills NO PP N 0 EFLO Glenwood NO PP Y 120 EFLO Bowie NO PP Y 120 EFLO Villa Rica NO PP Y 120 EFLO Deland NO PP N 0 EFLO Wesley Chapel NO PP Y 120 EFLO Newport News NO PP N 0 EFLO Baltimore NO PP Y 120 EFLO Washington NO PP Y 120 EFLO Maitland NO PP Y 120 EFLO Rosemount 3Y PP N 0 EFLO Minneapolis 3Y PP Y 120 EFLO WILLIS 3Y PP N 0 EFLO Houston 3Y PP N 0 EFLO HILO 6M PP Y 120 EFLO SANTA ROSA 3Y PP N 0 EFLO LEWISVILLE 3Y PP N 0 EFLO Harahan 3Y PP N 0 EFLO LUBBOCK 3Y PP N 0 EFLO THE WOODLANDS 3Y PP N 0 EFLO DESOTO 3Y PP N 0 EFLO BATON ROUGE 3Y PP N 0 EFLO GREEN BAY 3Y PP N 0 EFLO LEWISVILLE 3Y PP N 0 EFLO WILLIS 3Y PP N 0 EFLO RACINE 3Y PP N 0 EFLO Houston 3Y PP N 0 EFLO LEWISVILLE 3Y PP N 0 EFLO The Woodlands 3Y PP N 0 EFLO LEAGUE CITY 3Y PP N 0 EFLO DURHAM NO PP N 0 EFLO PEARLAND 3Y PP N 0 EFLO OCEAN SPRINGS 3Y PP N 0 EFLO Spring 3Y PP N 0 EFLO JONESBOROUGH NO PP N 0 EFLO Fountain Valley NO PP N 0 EFLO San Gabriel 3Y PP N 0 EFLO MESA 3Y PP N 0 EFLO Phoenix NO PP N 0 EFLO Peoria NO PP Y 120 EFLO SUMMIT NO PP N 0 EFLO Bourbonnais NO PP N 0 EFLO Northbrook NO PP N 0 EFLO Franklin NO PP N 0 EFLO Osakis NO PP Y 120 EFLO Coon Rapids NO PP N 0 EFLO ST LOUIS NO PP N 0 EFLO CONWAY 3Y PP N 0 EFLO LONGVIEW NO PP N 0 EFLO DALLAS 3Y PP N 0 EFLO JACKSONVILLE 3Y PP Y 120 EFLO LONGVIEW NO PP N 0 EFLO LONGVIEW NO PP N 0 EFLO DALLAS 3Y PP N 0 EFLO TYLER 3Y PP N 0 EFLO AZLE 3Y PP N 0 EFLO JACKSONVILLE 3Y PP Y 120 EFLO JACKSONVILLE 3Y PP Y 120 EFLO HOUSTON 3Y PP N 0 EFLO Bloomington NO PP N 0 EFLO Silverthorne 3Y PP N 0 EFLO Boulder NO PP Y 120 EFLO Haiku NO PP Y 120 EFLO Parker NO PP N 0 EFLO Philadelphia 3Y PP N 0 EFLO Long Beach 6M PP Y 120 EFLO Los Angeles 3Y PP Y 120 EFLO Los Angeles 3Y PP Y 120 EFLO New Preston Marble Dale 6M PP Y 120 EFLO Riverside 6M PP Y 120 EFLO Santa Barbara 6M PP Y 120 EFLO Tarzana 6M PP Y 120 EFLO Arlington 3Y PP N 0 EFLO Los Angeles 6M PP Y 120 EFLO Pebble Beach 6M PP N 0 EFLO Merrimac NO PP N 0 EFLO Kansas City 5Y PP N 0 EFLO Staten Island NO PP N 0 EFLO Venice 6M PP Y 120 EFLO Stockton NO PP Y 120 EFLO San Diego 3Y PP Y 120 EFLO Orlando 3Y PP Y 120 EFLO Ocean Springs NO PP Y 120 EFLO Ventura 6M PP N 0 EFLO Albuquerque NO PP Y 120 EFLO Phoenix 3Y PP N 0 EFLO La Quinta NO PP Y 120 EFLO Stevensville 3Y PP N 0 EFLO San Diego 3Y PP Y 120 EFLO Palos Verdes Peninsula 6M PP N 0 EFLO Delray Beach 6M PP N 0 EFLO Indian Orchard NO PP N 0 EFLO Cashiers Townshi[p NO PP N 0 EFLO Las Vegas 3Y PP N 0 EFLO Niles 3Y PP N 0 EFLO Glendale NO PP Y 120 EFLO Palmdale NO PP Y 120 EFLO Anaheim 6M PP N 0 EFLO Phelan 3Y PP N 0 EFLO Pearl City NO PP Y 120 EFLO Long Beach 3Y PP Y 120 EFLO Brockton NO PP N 0 EFLO Dallas 3Y PP Y 120 EFLO Rockville NO PP Y 120 EFLO Ocala 3Y PP N 0 EFLO Chesterfield NO PP Y 60 EFLO Cypress NO PP N 0 EFLO Dallas 3Y PP N 0 EFLO CAIRO 3Y PP N 0 EFLO Laredo 3Y PP N 0 EFLO Tallahassee NO PP Y 120 EFLO Houston NO PP N 0 EFLO Saint Louis NO PP N 0 EFLO KANKAKEE NO PP N 0 EFLO Palm Bay NO PP Y 60 EFLO Katy NO PP N 0 EFLO Bryan 3Y PP N 0 EFLO DALLAS NO PP N 0 EFLO Crystal City 3Y PP N 0 EFLO Oklahoma City NO PP N 0 EFLO RINGGOLD NO PP Y 120 EFLO Jacksonville NO PP N 0 EFLO Summerville NO PP N 0 EFLO Jacksonville NO PP N 0 EFLO Nashville NO PP N 0 EFLO Tulsa NO PP N 0 EFLO Kennesaw NO PP Y 120 EFLO Kennesaw NO PP Y 120 EFLO Flagler Beach 3Y PP Y 120 EFLO Orlando 1Y PP Y 120 EFLO Ft Lauderdale NO PP N 0 EFLO LONG BEACH TOWNSHIP NO PP Y 120 EFLO Ball Ground NO PP N 0 EFLO LINCOLN NO PP N 0 CNDU HARRISON NO PP N 0 CNDU MERIDIAN NO PP N 0 CNDU CHICAGO NO PP N 0 CNDU BALTIMORE NO PP N 0 CNDU MADISON NO PP N 0 CNDU GLENDALE NO PP N 0 CNDU NORTH BERGEN NO PP N 0 REPR LAKEWOOD NO PP N 0 CNDU BELLEVILLE NO PP N 0 CNDU NEW CASTLE NO PP N 0 CNDU Tolleson 6M PP Y 120 EFLO Thornton 6M PP Y 120 EFLO Los Angeles NO PP Y 120 EFLO Lancaster NO PP Y 120 EFLO ESCONDIDO 3Y PP Y 120 REPR Broken Arrow 3Y PP N 0 EFLO Jacksonville 3Y PP N 0 EFLO Benton 3Y PP N 0 EFLO Broken Arrow 3Y PP N 0 EFLO Broken Arrow 3Y PP N 0 EFLO Philadelphia 3Y PP N 0 EFLO Broken Arrow 3Y PP N 0 EFLO Broken Arrow 3Y PP N 0 EFLO Garden Grove NO PP N 0 EFLO Sacramento NO PP Y 60 EFLO Bakersfield NO PP N 0 EFLO Gulfport NO PP Y 120 EFLO kyle NO PP N 0 EFLO Shreveport NO PP Y 120 EFLO Lakewood NO PP N 0 EFLO akron NO PP Y 120 EFLO portland NO PP N 0 EFLO conley NO PP N 0 EFLO santa fe NO PP Y 120 EFLO yers NO PP N 0 EFLO Cleveland NO PP N 0 EFLO houston NO PP N 0 EFLO gresham NO PP Y 120 EFLO houston NO PP N 0 EFLO post falls NO PP Y 120 EFLO houston NO PP N 0 EFLO cleveland NO PP N 0 EFLO independence NO PP N 0 EFLO AKRON NO PP Y 120 EFLO richmond NO PP N 0 EFLO akron NO PP Y 120 EFLO fort meyers NO PP N 0 EFLO Cleveland NO PP N 0 EFLO cleveland NO PP N 0 EFLO CHELSEA NO PP N 0 EFLO SPRING NO PP Y 120 EFLO Fountain NO PP Y 120 EFLO Arvada NO PP Y 120 EFLO Denver NO PP Y 120 EFLO Hillsborough NO PP Y 120 EFLO BEALETON NO PP Y 120 EFLO WEST CHESTER NO PP Y 120 EFLO RISING SUN NO PP Y 120 EFLO LUMBERTON NO PP Y 120 EFLO PITTSTOWN NO PP N 0 EFLO ELLICOTT CITY NO PP Y 120 EFLO Sacramento 7M PP N 0 EFLO Oakland 7M PP N 0 EFLO Tallahassee 3Y PP Y 120 EFLO Orlando 3Y PP N 0 EFLO Tampa 3Y PP Y 120 EFLO Gilbert NO PP Y 120 EFLO Surprise 6M PP Y 120 EFLO Mesa NO PP Y 120 EFLO Pottstown NO PP N 0 EFLO Collegeville NO PP N 0 EFLO Hastings 1Y PP Y 120 EFLO Washington 3Y PP Y 120 EFLO COVINGTON NO PP N 0 EFLO LAKELAND NO PP Y 120 EFLO UNION CITY NO PP Y 120 EFLO Dallas NO PP N 0 EFLO GRIFFIN NO PP Y 120 EFLO Suwanee NO PP N 0 EFLO AUSTELL NO PP N 0 EFLO Hampton NO PP Y 120 EFLO EUHARLEE NO PP Y 120 EFLO MARIETTA NO PP Y 120 EFLO DECATUR NO PP Y 120 EFLO UNION CITY NO PP Y 120 EFLO KENNESAW NO PP N 0 EFLO VILLA RICA NO PP Y 120 EFLO TEMPLE NO PP Y 120 EFLO Dallas NO PP Y 120 EFLO MCDONOUGH NO PP N 0 EFLO Riverdale NO PP N 0 EFLO CANTON NO PP N 0 EFLO NORCROSS NO PP Y 120 EFLO SNELLVILLE NO PP Y 120 EFLO SUGAR HILL NO PP Y 120 EFLO McDonough NO PP Y 120 EFLO JONESBORO NO PP Y 120 EFLO COLLEGE PARK NO PP Y 120 EFLO JONESBORO NO PP Y 120 EFLO HIRAM NO PP Y 120 EFLO HAMPTON NO PP Y 120 EFLO NORCROSS NO PP Y 120 EFLO FAIRBURN NO PP N 0 EFLO DACULA NO PP Y 120 EFLO Hartwell NO PP N 0 EFLO Lithia Springs NO PP N 0 EFLO Powder Springs NO PP Y 120 EFLO RIVERDALE NO PP Y 120 EFLO ACWORTH NO PP Y 120 EFLO CANTON NO PP N 0 EFLO CARTERSVILLE NO PP Y 120 EFLO KINGSTON NO PP Y 120 EFLO MANHATTAN BEACH NO PP Y 120 EFLO GARDEN GROVE 3Y PP N 0 EFLO WASHINGTON NO PP N 0 EFLO SAN PEDRO NO PP N 0 EFLO LAS VEGAS NO PP N 0 EFLO VAN NUYS NO PP Y 120 EFLO PALOS VERDES ESTATES NO PP Y 120 EFLO INGLEWOOD NO PP N 0 EFLO PINEHURST NO PP Y 120 EFLO GARDEN GROVE NO PP N 0 EFLO NORWALK NO PP N 0 EFLO Las Vegas NO PP N 0 EFLO CRANBERRY TWP NO PP N 0 EFLO RIVERSIDE NO PP N 0 EFLO Rialto NO PP N 0 EFLO CORAL GABLES NO PP N 0 EFLO PHILADELPHIA 3Y PP N 0 EFLO YUCAIPA NO PP N 0 EFLO REDONDO BEACH NO PP N 0 EFLO MIAMI NO PP N 0 EFLO RED BLUFF NO PP N 0 EFLO REDONDO BEACH NO PP Y 120 EFLO Los Angeles NO PP N 0 EFLO NEWTON NO PP N 0 EFLO ETIWANDA NO PP Y 120 EFLO Hilaleah NO PP N 0 EFLO LAS VEGAS NO PP N 0 EFLO LOS ANGELES NO PP N 0 EFLO FOUNTAIN VALLEY NO PP Y 120 EFLO GALENA NO PP N 0 EFLO MEDINA NO PP N 0 EFLO ONTARIO NO PP N 0 EFLO CHICAGO NO PP N 0 EFLO Rolling Meadows NO PP N 0 EFLO Head Of The Harbor NO PP N 0 EFLO SAINT LOUIS NO PP N 0 EFLO Saint Louis 3Y PP N 0 EFLO Dallas 3Y PP N 0 EFLO LOUISVILLE 3Y PP N 0 EFLO DALLAS NO PP N 0 EFLO Houston 2Y PP N 0 EFLO HOUSTON NO PP Y 120 EFLO Fort Worth 3Y PP Y 120 EFLO Denton 3Y PP N 0 EFLO Louisville NO PP N 0 EFLO Weatherford 3Y PP N 0 EFLO HOUSTON NO PP Y 120 EFLO Gunter 3Y PP N 0 EFLO Louisville 3Y PP N 0 EFLO HOUSTON NO PP Y 120 EFLO Louisville 3Y PP N 0 EFLO Bowling Green 3Y PP N 0 EFLO DENTON 3Y PP N 0 EFLO Valrico 3Y PP Y 120 EFLO Gahanna 3Y PP Y 120 EFLO GILLESPIE NO PP Y 120 EFLO Krum NO PP N 0 EFLO WARSAW NO PP N 0 EFLO Sanger NO PP N 0 EFLO Cahokia NO PP N 0 EFLO Cahokia NO PP N 0 EFLO Cahokia NO PP N 0 EFLO Stephenville NO PP N 0 EFLO Lewisville 3Y PP N 0 EFLO Little Elm 3Y PP N 0 EFLO Itasca 3Y PP N 0 EFLO Alvarado NO PP N 0 EFLO NORWALK NO PP N 0 EFLO burlingame 3Y PP Y 120 EFLO Chattanooga NO PP Y 120 EFLO Cumming NO PP Y 120 EFLO Elberta NO PP N 0 EFLO Mt Pleasant NO PP Y 120 EFLO Dallas NO PP Y 120 EFLO Yulee NO PP Y 120 EFLO Kennesaw NO PP Y 120 EFLO Chelsea NO PP Y 120 EFLO Atlanta NO PP Y 120 EFLO Gainesville NO PP Y 120 EFLO Gulf Shores NO PP Y 120 EFLO RANCHO CUCAMONGA NO PP N 0 EFLO APPLE VALLEY NO PP Y 120 EFLO BAKERSFIELD NO PP Y 120 EFLO ROSEVILLE NO PP N 0 EFLO LANCASTER NO PP N 0 EFLO APPLE VALLEY NO PP N 0 EFLO HOUSTON NO PP N 0 EFLO DENTON NO PP Y 120 EFLO JACKSONVILLE NO PP Y 120 EFLO NORTH LAS VEGAS NO PP Y 120 EFLO LAS VEGAS NO PP Y 120 EFLO NAPLES NO PP N 0 EFLO ORLANDO NO PP Y 120 EFLO NORTH LAS VEGAS NO PP Y 120 EFLO RIVERVIEW NO PP N 0 EFLO JACKSONVILLE NO PP N 0 EFLO LAS VEGAS NO PP N 0 EFLO Caldwell 3Y PP N 0 EFLO Muskogee NO PP N 0 EFLO Caldwell 3Y PP N 0 EFLO Colorado Springs 3Y PP Y 120 EFLO WEST JORDAN NO PP N 0 EFLO COLORADO SPRINGS 3Y PP N 0 EFLO WEST VALLEY CITY NO PP Y 120 EFLO SAINT GEORGE NO PP N 0 EFLO Roosevelt 3Y PP N 0 EFLO Aurora 3Y PP Y 120 EFLO EAGLE MOUNTAIN NO PP Y 120 EFLO Norwich 3Y PP N 0 EFLO Temecula 3Y PP Y 120 EFLO Murrieta 3Y PP N 0 EFLO Murrieta 3Y PP Y 120 EFLO SPRINGFIELD NO PP N 0 EFLO SOUTHBRIDGE NO PP Y 120 EFLO MANCHESTER NO PP N 0 EFLO Lebanon 3Y PP N 0 EFLO Roseville NO PP N 0 EFLO Westminster NO PP N 0 EFLO Norcross NO PP N 0 EFLO Henryetta 3Y PP N 0 EFLO Wichita NO PP N 0 EFLO Humble 3Y PP N 0 EFLO Detroit 3Y PP N 0 EFLO Williamsburg NO PP N 0 EFLO Columbia NO PP N 0 EFLO Canton NO PP N 0 EFLO Garland NO PP N 0 EFLO Newark NO PP Y 120 EFLO Littleton NO PP Y 120 EFLO Santa Monica NO PP N 0 EFLO SCOTTSDALE NO PP Y 120 EFLO COLUMBIA 3Y PP Y 120 EFLO THOUSAND OAKS 3Y PP N 0 EFLO Chino NO PP Y 120 EFLO Apple Valley NO PP Y 120 EFLO TUSTIN NO PP N 0 REPR APPLE VALLEY NO PP Y 120 REPR APPLE VALLEY NO PP Y 120 REPR PLEASANT HILL NO PP N 0 REPR QUARTZ HILL ARE 3Y PP N 0 REPR LOS ANGELES 3Y PP N 0 CNDU Williamsburg NO PP Y 120 EFLO Ft Washington NO PP Y 120 EFLO Lynchburg NO PP N 0 EFLO College Park 6M PP N 0 EFLO College Park 6M PP Y 120 EFLO Monroe 6M PP N 0 EFLO Marietta 6M PP N 0 EFLO Union City NO PP Y 120 EFLO Phoenix 3Y PP N 0 EFLO El Mirage 3Y PP Y 120 EFLO Show Low NO PP N 0 EFLO North Las Vegas NO PP N 0 EFLO Colorado Springs 3Y PP Y 120 EFLO Shawnee 3Y PP N 0 EFLO Shawnee 3Y PP N 0 EFLO Long Beach 3Y PP Y 120 EFLO Fort Worth 3Y PP N 0 EFLO Federal Way 3Y PP Y 120 EFLO ALBUQUERQUE NO PP Y 120 EFLO PHOENIX NO PP Y 120 EFLO SCOTTSDALE NO PP Y 120 EFLO SAN LUIS NO PP Y 120 EFLO PHOENIX 1Y PP Y 120 EFLO Glendale NO PP N 0 EFLO Phoenix NO PP N 0 EFLO QUEEN CREEK 1Y PP Y 120 EFLO Albuquerque NO PP Y 120 EFLO ALBUQUERQUE NO PP Y 120 EFLO Salisbury NO PP Y 120 EFLO Winston Salem NO PP Y 120 EFLO Winston Salem NO PP Y 120 EFLO Conyers NO PP N 0 EFLO Winston NO PP N 0 EFLO Winston Salem NO PP Y 120 EFLO Hoschton NO PP Y 120 EFLO Mckinney NO PP N 0 EFLO Allen NO PP Y 120 EFLO Arlington NO PP Y 120 EFLO Mckinney NO PP N 0 EFLO Lewisville NO PP Y 120 EFLO Kimberly NO PP N 0 EFLO Kiawah Island NO PP N 0 EFLO CONYERS NO PP N 0 EFLO BRUNSWICK NO PP N 0 EFLO COLUMBUS NO PP N 0 CNDU KISSIMMEE 3Y PP N 0 CNDU ORLANDO 3Y PP N 0 CNDU CHARLOTTE NO PP N 0 CNDU WAYCROSS 3Y PP N 0 CNDU CHARLOTTE NO PP N 0 CNDU PITTSBURGH NO PP N 0 CNDU ORLANDO 3Y PP N 0 CNDU JACKSONVILLE 3Y PP N 0 CNDU GOOSE CREEK NO PP N 0 CNDU SATELLITE BEACH 3Y PP N 0 CNDU TAMPA 3Y PP N 0 CNDU DUMFRIES NO PP Y 120 CNDU BOYCE 3Y PP N 0 CNDU WEST PALM BEACH 3Y PP N 0 CNDU OGDEN 3Y PP N 0 CNDU FAIRFAX STATION 3Y PP N 0 CNDU SAGINAW NO PP N 0 CNDU PEORIA NO PP Y 120 CNDU KISSIMMEE NO PP N 0 CNDU WAXHAW NO PP N 0 CNDU SCOTTSDALE NO PP Y 120 CNDU NORTH PORT 3Y PP N 0 CNDU JASPER 3Y PP Y 120 CNDU STATESBORO 3Y PP N 0 CNDU TAMPA 3Y PP N 0 CNDU BOULDER 3Y PP Y 120 CNDU ORLANDO NO PP N 0 CNDU NAPLES 3Y PP Y 120 CNDU Dover 3Y PP N 0 REPR ORLANDO 3Y PP N 0 CNDU Fitzgerald 3Y PP N 0 REPR ORLANDO 5Y PP Y 120 CNDU CHARLOTTE NO PP N 0 CNDU PALM SPRINGS 3Y PP N 0 REPR SUGAR HILL 3Y PP N 0 CNDU HARTWELL 3Y PP N 0 CNDU ORLANDO NO PP N 0 CNDU ALEXANDRIA 3Y PP N 0 CNDU FREDRICKSBERG 3Y PP Y 120 CNDU CAMDEN WYOMING 3Y PP N 0 CNDU LOS ANGELES 3Y PP N 0 REPR LAWRENCEVILLE 3Y PP Y 120 CNDU PITTSBURGH NO PP N 0 CNDU IRMO 3Y PP N 0 CNDU KISSIMMEE NO PP N 0 CNDU NEWPORT NEWS 3Y PP N 0 CNDU RALEIGH NO PP N 0 CNDU KISSIMMEE NO PP N 0 CNDU Miami NO PP N 0 EFLO Warren NO PP N 0 EFLO LANSING NO PP Y 120 EFLO Aldan NO PP Y 120 EFLO Phila NO PP N 0 EFLO Doylestown NO PP N 0 EFLO Lake Harmony NO PP N 0 EFLO Philadelphia NO PP Y 120 EFLO Devon NO PP Y 120 EFLO Dover NO PP Y 120 EFLO Blackwood NO PP N 0 EFLO Bear NO PP N 0 EFLO Pleasantville NO PP N 0 EFLO Pleasantville NO PP N 0 EFLO Marcus Hook NO PP N 0 EFLO Pine Hill NO PP N 0 EFLO Fort Washington NO PP N 0 EFLO Wilmington NO PP Y 120 EFLO Philadelphia NO PP N 0 EFLO Norristown NO PP N 0 EFLO Wilmington NO PP N 0 EFLO WOOLRICH NO PP Y 120 EFLO Wilmington NO PP Y 120 EFLO Philadelphia NO PP N 0 EFLO MIRAMAR 3Y PP Y 120 REPR SAN DIEGO NO PP Y 120 EFLO BELL GARDENS 6M PP Y 120 EFLO GRAND PRAIRIE NO PP N 0 EFLO NORFOLK NO PP N 0 EFLO VIRGINIA BCH NO PP Y 120 EFLO JACKSONVILLE NO PP Y 120 EFLO ST AUGUSTINE NO PP Y 120 EFLO Monticello NO PP Y 120 EFLO BALTIMORE NO PP N 0 EFLO VIRGINIA BEACH NO PP N 0 EFLO DAVENPORT NO PP Y 120 EFLO ATL NO PP Y 120 EFLO Des Moines NO PP N 0 EFLO Stafford NO PP Y 120 EFLO RICHMOND NO PP N 0 EFLO DECATUR NO PP Y 120 EFLO Lenigh NO PP N 0 EFLO CEDAR RAPIDS NO PP N 0 EFLO HUXLEY NO PP Y 120 EFLO Middletown NO PP N 0 EFLO MYRTLE BEACH NO PP Y 120 EFLO BAYVIEW NO PP Y 120 EFLO HOMER GLEN NO PP N 0 EFLO Chicago NO PP N 0 EFLO Phoenix 3Y PP Y 120 EFLO PHOENIX NO PP Y 120 EFLO CHESAPEAKE NO PP N 0 EFLO PETERSBURG 3Y PP Y 120 EFLO NEWPORT NEWS NO PP Y 120 EFLO Dallas NO PP N 0 EFLO FORT WORTH NO PP N 0 EFLO Plano 3Y PP N 0 EFLO Plano 3Y PP Y 120 EFLO DALLAS NO PP N 0 EFLO PLANO 3Y PP Y 60 EFLO Hilton Head NO PP Y 120 EFLO JERSEY CITY NO PP N 0 REPR LAKE WORTH NO PP N 0 REPR FRESNO 5Y PP N 0 REPR SAVANNAH NO PP N 0 REPR DURHAM NO PP N 0 CNDU Spring NO PP N 0 REPR GREENSBORO NO PP Y 120 CNDU TIVERTON NO PP Y 120 CNDU CEDAR CITY NO PP N 0 CNDU SAVANNAH NO PP N 0 CNDU NORMAN NO PP N 0 CNDU CORCORAN NO PP N 0 CNDU MIDWEST CITY NO PP N 0 CNDU CARY NO PP N 0 CNDU CEDAR CITY NO PP N 0 CNDU HAWAIIAN GARDENS NO PP N 0 CNDU MIDWEST CITY NO PP N 0 CNDU RICHMOND NO PP N 0 CNDU HENDERSON 5Y PP N 0 CNDU CHARLOTTESVILLE 5Y PP N 0 CNDU FORT LAUDERDALE NO PP Y 120 CNDU TOLEDO 2Y PP N 0 CNDU SAVANNAH NO PP N 0 CNDU OKLAHOMA CITY NO PP N 0 CNDU PALM HARBOR 5Y PP N 0 CNDU DACULA NO PP Y 120 CNDU PALATINE NO PP Y 120 CNDU GLENDALE HEIGHTS NO PP N 0 CNDU CATONSVILLE NO PP Y 120 CNDU KERNERSVILLE NO PP N 0 CNDU CHARLOTTE NO PP Y 120 CNDU SAVANNAH NO PP N 0 CNDU SAVANNAH NO PP N 0 CNDU SAVANNAH NO PP N 0 CNDU MANASSAS NO PP Y 120 CNDU NEWBERG 5Y PP N 0 CNDU SAVANNAH NO PP N 0 CNDU LONG BEACH 3Y PP N 0 CNDU NEWBERG 5Y PP N 0 CNDU DILLSBURG 5Y PP N 0 CNDU DILLSBURG 5Y PP N 0 CNDU FRANKLINTOWN 5Y PP N 0 CNDU SAVANNAH NO PP N 0 CNDU POMPANO BEACH NO PP N 0 CNDU OKLAHOMA CITY NO PP N 0 CNDU MIDWEST CITY NO PP N 0 CNDU VISALIA 3Y PP N 0 CNDU DOVER 5Y PP N 0 CNDU CHICAGO NO PP Y 120 UNFD LAUDERHILL NO PP N 0 UNFD SEATTLE NO PP Y 120 UNFD CABOT NO PP N 0 UNFD KAILUA-KONA NO PP N 0 UNFD BALDWIN PARK 3Y PP N 0 UNFD FRESNO 5Y PP N 0 UNFD BELGRADE 5Y PP N 0 UNFD LANSDOWNE 6M PP N 0 UNFD SAN ANTONIO 6M PP N 0 UNFD CHICAGO NO PP N 0 UNFD CHINO HILLS 6M PP Y 120 UNFD LINCOLN CITY 6M PP Y 120 UNFD LEAGUE CITY NO PP N 0 UNFD VANCOUVER NO PP Y 120 UNFD INDIANAPOLIS 3Y PP N 0 UNFD BELTSVILLE NO PP Y 120 UNFD FT THOMAS NO PP Y 120 UNFD NASHUA NO PP N 0 UNFD ELFRIDA NO PP N 0 UNFD HOUSTON NO PP Y 120 UNFD GLENDALE 6M PP N 0 UNFD APPLE VALLEY 6M PP N 0 UNFD SUN CITY NO PP Y 60 UNFD CONCORD NO PP N 0 UNFD
EXHIBIT
C
FORM
OF
TRANSFER AFFIDAVIT
Affidavit pursuant to Section 860E(e)(4) of the Internal Revenue Code of 1986, as amended, and for other purposes |
STATE
OF_____________
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF___________
|
)
|
[NAME
OF
OFFICER], being first duly sworn, deposes and says:
1. That
he/she is [Title of Officer] of [Name of Investor] (the “Investor”), a [savings
institution] [corporation] duly organized and existing under the laws of
[the
State of _____] [the United States], on behalf of which he makes this
affidavit.
2. That
(i)
the Investor is not a “disqualified organization” as defined in Section
860E(e)(5) of the Internal Revenue Code of 1986, as amended (the “Code”), and
will not be a disqualified organization as of [Closing Date] [date of purchase];
(ii) it is not acquiring the Bear Stearns Asset-Backed Securities I LLC
Asset-Backed Certificates, Series 2006-AC3, Class R-__ Certificates (the
“Residual Certificates”) for the account of a disqualified organization; (iii)
it consents to any amendment of the Pooling and Servicing Agreement that
shall
be deemed necessary by Bear Stearns Asset Backed Securities I LLC (upon advice
of counsel) to constitute a reasonable arrangement to ensure that the Residual
Certificates will not be owned directly or indirectly by a disqualified
organization; and (iv) it will not transfer such Residual Certificates unless
(a) it has received from the transferee an affidavit in substantially the
same
form as this affidavit containing these same four representations and (b)
as of
the time of the transfer, it does not have actual knowledge that such affidavit
is false.
3. That
the
Investor is one of the following: (i) a citizen or resident of the United
States, (ii) 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 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, (iii) an estate
whose income is subject to United States federal income tax regardless of
its
source, or (iv) a trust other than a Aforeign
trust,@
as
defined in Section 7701 (a)(31) of the Code.
4. That
the
Investor’s taxpayer identification number is
______________________.
5. That
no
purpose of the acquisition of the Residual Certificates is to avoid or impede
the assessment or collection of tax.
6. That
the
Investor understands that, as the holder of the Residual Certificates, the
Investor may incur tax liabilities in excess of any cash flows generated
by such
Residual Certificates.
7. That
the
Investor intends to pay taxes associated with holding the Residual Certificates
as they become due.
IN
WITNESS WHEREOF, the Investor has caused this instrument to be executed on
its
behalf, pursuant to authority of its Board of Directors, by its [Title of
Officer] this ____ day of _________, 20__.
[NAME
OF INVESTOR]
|
||
|
|
|
By: | ||
|
||
[Name
of Officer]
[Title
of Officer]
[Address
of Investor for receipt of distributions]
Address
of Investor for receipt of tax
information:
|
Personally
appeared before me the above-named [Name of Officer], known or proved to
me to
be the same person who executed the foregoing instrument and to be the [Title
of
Officer] of the Investor, and acknowledged to me that he/she executed the
same
as his/her free act and deed and the free act and deed of the
Investor.
Subscribed
and sworn before me this ___ day of _________, 20___.
NOTARY
PUBLIC
COUNTY
OF
STATE
OF
My
commission expires the ___ day of ___________________, 20___.
EXHIBIT
D
FORM
OF
TRANSFEROR CERTIFICATE
______________,200___
Bear
Stearns Asset Backed Securities I LLC
383
Madison Avenue
New
York,
New York 10179
Wells
Fargo Bank, National Association
Sixth
Street and Marquette Avenue
Minneapolis,
MN 55479
Re:
|
Bear
Stearns Asset Backed Securities I LLC
|
Asset-Backed Certificates, Series 2006-AC3, Class |
Ladies
and Gentlemen:
In
connection with the sale by ___________ (the “Seller”) to ________ (the
“Purchaser”) of $_________ Initial Certificate Principal Balance of Asset-Backed
Certificates, Series 2006-AC3, Class _____ (the “Certificates”), issued pursuant
to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
dated as of April 1, 2006, among Bear Xxxxxxx Asset-Backed Securities I LLC,
as
depositor (the “Depositor”), EMC Mortgage Corporation, as sponsor and company,
Xxxxx Fargo Bank, National Association, as master servicer and securities
administrator and U.S. Bank National Association, as trustee (the “Trustee”).
The Seller hereby certifies, represents and warrants to, a covenants with,
the
Depositor, the Certificate Registrar and the Trustee that:
Neither
the Seller 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 Seller will not act in
any
manner set forth in the foregoing sentence with respect to any Certificate.
The
Seller 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,
|
|||||||||||||||
(Seller)
|
|||||||||||||||
By:
|
|||||||||||||||
Name:
|
|||||||||||||||
Title:
|
EXHIBIT
E
FORM
OF
INVESTMENT LETTER (NON-RULE 144A)
[Date]
[SELLER]
Bear
Xxxxxxx Asset Backed Securities I LLC
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Xxxxx
Fargo Bank, National Association
Xxxxx
Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx,
XX 00000
Re:
|
Bear
Xxxxxxx Asset Backed Securities I Trust 2006-AC3, Asset-Backed
Certificates, Series 2006-AC3 (the “Certificates”), including the Class
___ 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 Securities Administrator) 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 the Securities
Administrator 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, and/or section
4975 of
the Internal Revenue Code of 1986, as amended, or (ii) in the case
of the
Privately Offered Certificates, have provided the Opinion of Counsel
required by the Agreement,
or (iii) in the case of the Class B-4 Certificates, are providing
a
representation to the effect that the proposed transfer and holding
of
such Certificate and servicing, management and operation of the
Trust and
its assets: (I) will not result in any prohibited transaction which
is not
covered under Prohibited Transaction Exemption (“PTE”) 84-14, XXX 00-00,
XXX 00-0, XXX 00-00, XXX 00-00 and (II) will not give rise to any
additional obligations on the part of the Depositor, the Master
Servicer,
the Securities Administrator or the
Trustee.
|
(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 “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 ACT AND OTHER APPLICABLE LAWS AND ONLY
(1)
PURSUANT TO RULE 144A UNDER THE 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 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) (OR ANY ENTITY IN WHICH ALL OF
THE
EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF REGULATION D UNDER
THE ACT
PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE ACT, SUBJECT
TO (A)
THE RECEIPT BY THE SECURITIES ADMINISTRATOR OF A LETTER SUBSTANTIALLY
IN
THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE SECURITIES
ADMINISTRATOR OF AN OPINION OF COUNSEL AS TO COMPLIANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES. [In
the case of the Class B-4 Certificates]: THIS
CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON
BEHALF
OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH
IS
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974,
AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED, UNLESS THE TRANSFEREE CERTIFIES OR REPRESENTS THAT THE
PROPOSED
TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT
AND
OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY
PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL
OR CLASS
PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO,
PROHIBITED TRANSACTION EXEMPTION (“PTE”) 84-14, XXX 00-00, XXX 00-0, XXX
95-60 OR PTE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL
OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE SECURITIES ADMINISTRATOR,
THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED
BY AN
OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE, OR PROVIDES
AN
OPINION OF COUNSEL TO SUCH EFFECT. [In
the case of the Class P Certificates and Class C
Certificates]:
NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS
THE
TRANSFEREE PROVIDES EITHER (I) A CERTIFICATION PURSUANT TO SECTION
7.02(b)
OF THE AGREEMENT OR (II) AN OPINION OF COUNSEL PURSUANT TO 7.02(b)
OF THE
AGREEMENT, SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE
PURCHASE
AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE
LAW, WILL
NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS
UNDER
SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED (“ERISA”) OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
TRUSTEE, MASTER SERVICER, THE SECURITIES ADMINISTRATOR, OR THE
DEPOSITOR
TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE
AGREEMENT.
|
“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 April 1, 2006 (the “Pooling and Servicing
Agreement”), among Bear Xxxxxxx Asset Backed Securities I LLC, as depositor,
U.S. Bank National Association, as trustee, Xxxxx Fargo Bank, National
Association, as master servicer and securities administrator, and EMC Mortgage
Corporation, as sponsor and company.
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]
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||
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|
|
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]
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||
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By: | ||
|
||
(Authorized
Officer)
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COMPANY NAME CORPORATION | ||
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[By: | ||
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||
Attorney-in-fact]
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EXHIBIT
F
FORM
OF
RULE 144A AND RELATED MATTERS CERTIFICATE
[SELLER]
Bear
Xxxxxxx Asset Backed Securities I LLC
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Xxxxx
Fargo Bank, National Association
Xxxxx
Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx,
XX 00000
Re:
|
Bear
Xxxxxxx Asset Backed Securities I Trust 2006-AC3, Asset-Backed
Certificates, Series 2006-AC3 (the “Certificates”), including the Class
___ 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.
|
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.
|
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 April 1, 2006, among Bear Xxxxxxx Asset
Backed
Securities I LLC, as depositor, Xxxxx Fargo Bank, National Association, as
securities administrator and master servicer, EMC Mortgage Corporation, as
sponsor and company, and U.S. Bank National Association, as trustee, pursuant
to
which the 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, and/or section 4975 of
the
Internal Revenue Code of 1986, as amended, or (ii) in the case of the Privately
Offered Certificates, has provided the Opinion of Counsel required by the
Agreement,
or
(iii) in the case of the Class B-4 Certificates, are providing a representation
to the effect that the proposed transfer and holding of such Certificate
and
servicing, management and operation of the Trust and its assets: (I) will
not
result in any prohibited transaction which is not covered under Prohibited
Transaction Exemption (“PTE”) 84-14, XXX 00-00, XXX 00-0, XXX 00-00, XXX 00-00
and (II) will not give rise to any additional obligations on the part of
the
Depositor, the Master Servicer, the Securities Administrator or the
Trustee.
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]
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||
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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]
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||
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By: | ||
|
||
(Authorized
Officer)
|
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[By: | ||
|
||
Attorney-in-fact]
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EXHIBIT
G
FORM
OF
REQUEST FOR RELEASE
To:
|
Xxxxx
Fargo Bank, National Association
|
0000
00xx
Xxxxxx
Xxxxxxxxxxx,
Xxxxxxxxx 00000
Re:
|
Custodial
Agreement, dated as of April 28, 2006, among Bear Xxxxxxx Asset
Backed
Securities I LLC, as depositor, EMC Mortgage Corporation, as sponsor,
Xxxxx Fargo Bank, National Association, as master servicer, securities
administrator and custodian, and U.S. Bank National Association,
as
trustee
|
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
H
DTC
LETTER OF REPRESENTATIONS
[Provided
upon Request]
EXHIBIT
I
SCHEDULE
OF MORTGAGE LOANS WITH LOST NOTES
[Provided
upon Request]
EXHIBIT
J
FORM
OF
CUSTODIAL AGREEMENT
THIS
CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the
“Agreement”), dated as of April 28, 2006, by and among U.S. BANK NATIONAL
ASSOCIATION, as trustee under the Pooling and Servicing Agreement defined
below
(including its successors under the Pooling and Servicing Agreement defined
below, the “Trustee”), BEAR XXXXXXX ASSET BACKED SECURITIES I LLC, as depositor
(together with any successor in interest, the “Depositor”), EMC MORTGAGE
CORPORATION, as sponsor (the “Sponsor”) and company (together with any successor
in interest or successor under the Pooling and Servicing Agreement referred
to
below, the “Company”) and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as master
servicer (together with any successor in interest or successor under the
Pooling
and Servicing Agreement referred to below, the “Master Servicer”), securities
administrator and custodian (together with any successor in interest or any
successor appointed hereunder, the “Custodian”).
WITNESSETH
THAT:
WHEREAS,
the Depositor, the Sponsor, the Master Servicer and the Trustee have entered
into a Pooling and Servicing Agreement, dated as of April 1, 2006, relating
to
the issuance of Bear Xxxxxxx Asset Backed Securities I Trust 2006-AC3,
Asset-Backed Certificates, Series 2006-AC3 (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 Sponsor 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 Sponsor,
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 that have not
been
recorded pursuant to the provisions of Section 2.01 of the Pooling and Servicing
Agreement and the related Mortgage Loan is not a MOM Loan or the related
Mortgaged Properties are located in jurisdictions specifically excluded by
the
Opinion of Counsel delivered to the Trustee pursuant to Section 2.01 of the
Pooling and Servicing Agreement, each such assignment shall be delivered
by the
Custodian to the Sponsor for the purpose of recording it in the appropriate
public office for real property records, and the Sponsor, 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 Sponsor 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 Sponsor and the Trustee an Interim Certification in the form annexed
hereto
as Exhibit Two to the effect that all such documents have been executed and
received and that such documents relate to the Mortgage Loans identified
on the
Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached
to such Interim Certification. The Custodian shall be under no duty or
obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to be
on
their face.
(c) Not
later
than 180 days after the Closing Date, the Custodian shall review the Mortgage
Files as provided in Section 2.02 of the Pooling and Servicing Agreement
and
deliver to the Sponsor and the Trustee a Final Certification in the form
annexed
hereto as Exhibit Three evidencing the completeness of the Mortgage
Files.
(d) In
reviewing the Mortgage Files as provided herein and in the Pooling and Servicing
Agreement, the Custodian shall make no representation as to and shall not
be
responsible to verify (i) the validity, legality, enforceability, due
authorization, recordability, sufficiency or genuineness of any of the documents
included in any Mortgage File or (ii) the collectability, insurability,
effectiveness or suitability of any of the documents in any Mortgage
File.
Upon
receipt of written request from 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 Sponsor has repurchased
a
Mortgage Loan pursuant to Article II of the Pooling and Servicing Agreement,
and
a request for release (a “Request for Release”) confirming that the purchase
price therefore has been deposited in the Master Servicer Collection Account
or
the Distribution Account, then the Custodian agrees to promptly release to
the
Sponsor the related Mortgage File.
Upon
the
Custodian’s receipt of a Request for Release substantially in the form of
[Exhibit G] to the Pooling and Servicing Agreement signed by a Servicing
Officer
of a 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 Servicer, the related
Mortgage File. The Depositor shall deliver to the Custodian and the Custodian
agrees to review in accordance with the provisions of their Agreement the
Mortgage Note and other documents constituting the Mortgage File with respect
to
any Replacement 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
or
PMI Policy, the Company or the related Servicer, as applicable, 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 Company or
the
related Servicer, as applicable, 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 Company or the related Servicer, as applicable. The Company or the related
Servicer, as applicable, shall cause each Mortgage File or any document therein
so released to be returned to the Custodian when the need therefore by the
Company or the related Servicer, as applicable, no longer exists, unless
(i) the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to
the
Mortgage Loan have been deposited in the Master Servicer Collection Account
or
the Distribution Account or (ii) the Mortgage File or such document has been
delivered to an attorney, or to a public trustee or other public official
as
required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially
or
non-judicially, and the Company or the related Servicer, as applicable, has
delivered to the Custodian a certificate of a Servicing Officer certifying
as to
the name and address of the Person to which such Mortgage File or such document
was delivered and the purpose or purposes of such delivery.
At
any
time that the Company or the related Servicer is required to deliver to the
Custodian a Request for Release, the Company or the related Servicer, as
applicable, shall deliver two copies of the Request for Release if delivered
in
hard copy or the Company or the related Servicer, as applicable, may furnish
such Request for Release electronically to the Custodian, in which event
the
Servicing Officer transmitting the same shall be deemed to have signed the
Request for Release. In connection with any Request for Release of a Mortgage
File because of a repurchase of a Mortgage Loan, such Request for Release
shall
be accompanied by an assignment of mortgage, without recourse, representation
or
warranty from the Trustee to the Sponsor (unless such Mortgage Loan is a
MOM
Loan) and the related Mortgage Note shall be endorsed without recourse,
representation or warranty by the Trustee (unless such Mortgage Loans is
registered on the MERS System) and be returned to the Sponsor. 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 Company or the related 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 Pooling
and Servicing Agreement or the related Servicing Agreement, shall cause the
Company or the related Servicer, as applicable, 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
a 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 Company, the Depositor, any Servicer
or the
Master Servicer or otherwise released from the possession of the
Custodian.
Section
3.2. Custodian
May Own Certificates.
The
Custodian in its individual or any other capacity may become the owner or
pledgee of Certificates with the same rights it would have if it were not
Custodian.
Section
3.3. Master
Servicer to Pay 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, and the Master Servicer 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
3.4. Custodian
May Resign; Trustee May Remove Custodian.
The
Custodian may resign from the obligations and duties hereby imposed upon
it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such written notice of resignation, the Trustee shall
either take custody of the Mortgage Files itself and give prompt written
notice
thereof to the Depositor, the Master Servicer and the Custodian, or promptly
appoint a successor Custodian by written instrument, in duplicate, one copy
of
which instrument shall be delivered to the resigning Custodian and one copy
to
the successor Custodian. If the Trustee shall not have taken custody of the
Mortgage Files and no successor Custodian shall have been so appointed and
have
accepted appointment within 30 days after the giving of such written notice
of
resignation, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian.
The
Trustee may remove the Custodian at any time upon 60 days prior written notice
to Custodian. In such event, the Trustee shall appoint, or petition a court
of
competent jurisdiction to appoint, a successor Custodian hereunder. Any
successor Custodian shall be a depository institution subject to supervision
or
examination by federal or state authority shall be able to satisfy the other
requirements contained in Section 3.6 and shall be unaffiliated with the
Servicers, the Company and the Depositor.
Any
resignation or removal of the Custodian and appointment of a successor Custodian
pursuant to any of the provisions of this Section 3.4 shall become effective
upon acceptance of appointment by the successor Custodian. The Trustee shall
give prompt notice to the Depositor and the Master Servicer of the appointment
of any successor Custodian. No successor Custodian shall be appointed by
the
Trustee without the prior approval of the Depositor and the Master
Servicer.
Section
3.5. Merger
or Consolidation of Custodian.
Any
Person into which the Custodian may be merged or converted or with which
it may
be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act
on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section
3.6. Representations
of the Custodian.
The
Custodian hereby represents that it is a depository institution subject to
supervision or examination by a federal or state authority, has a combined
capital and surplus of at least $15,000,000 and is qualified to do business
in
the jurisdictions in which it will hold any Mortgage File.
ARTICLE
IV.
COMPLIANCE
WITH REGULATION AB
Section
4.1. Intent
of the parties; Reasonableness.
The
parties hereto acknowledge and agree that the purpose of this Article IV
is to
facilitate compliance by the Depositor with the provisions of Regulation
AB and
related rules and regulations of the Commission. The Depositor shall not
exercise its right to request delivery of information or other performance
under
these provisions other than in good faith, or for purposes other than compliance
with the Securities Act, the Exchange Act and the rules and regulations of
the
Commission under the Securities Act and the Exchange Act. Each of the parties
hereto acknowledges that interpretations of the requirements of Regulation
AB
may change over time, whether due to interpretive guidance provided by the
Commission or its staff, consensus among participants in the mortgage-backed
securities markets, advice of counsel, or otherwise, and agrees to comply
with
requests made by the Depositor in good faith for delivery of information
under
these provisions on the basis of evolving interpretations of Regulation AB
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 hereby represents and warrants that the information set forth in
the
Prospectus Supplement under the caption "Description of the Certificates
- The
Custodian" (the "Custodian Disclosure") does not contain any untrue statement
of
a material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(b) The
Custodian shall be deemed to represent to the Depositor as of the date hereof
and on each date on which information is provided to the Depositor under
Section
4.3 that, except as disclosed in writing to the Depositor prior to such date:
(i) there are no aspects of its financial condition that could have a material
adverse effect on the performance by it of its Custodian obligations under
this
Agreement or any other Securitization Transaction as to which it is the
custodian; (ii) there are no material legal or governmental proceedings pending
(or known to be contemplated) against it; and (iii) there are no affiliations,
relationships or transactions relating to the Custodian with respect to the
Depositor or any sponsor, issuing entity, servicer, trustee, originator,
significant obligor, enhancement or support provider or other material
transaction party (as such terms are used in Regulation AB) relating to the
Securitization Transaction contemplated by the Agreement, as identified by
the
Depositor to the Custodian in writing as of the Closing Date (each, a
"Transaction Party").
(c) If
so
requested by the Depositor on any date following the Closing Date, the Custodian
shall, within five Business Days following such request, confirm in writing
the
accuracy of the representations and warranties set forth in paragraph (a)
of
this Section or, if any such representation and warranty is not accurate
as of
the date of such confirmation, provide reasonably adequate disclosure of
the
pertinent facts, in writing, to the requesting party. Any such request from
the
Depositor shall not be given more than once each calendar quarter, unless
the
Depositor shall have a reasonable basis for a determination that any of the
representations and warranties may not be accurate.
Section
4.3. Additional
Information to Be Provided by the Custodian.
For so
long as the Certificates are outstanding, for the purpose of satisfying the
Depositor 's reporting obligation under the Exchange Act with respect to
any
class of Certificates, the Custodian shall (a) notify the Depositor in writing
of any material litigation or governmental proceedings pending against the
Custodian that would be material to Certificateholders, and (b) provide to
the
Depositor a written description of such proceedings. Any notices and
descriptions required under this Section 4.3 shall be given no later than
five
Business Days prior to the Determination Date following the month in which
the
Custodian has knowledge of the occurrence of the relevant event. As of the
date
the Depositor or Master Servicer files each Report on Form 10-D or Form 10-K
with respect to the Certificates, the Custodian will be deemed to represent
that
any information previously provided under this Section 4.3, if any, is
materially correct and does not have any material omissions unless the Custodian
has provided an update to such information.
Section
4.4. Report
on Assessment of Compliance and Attestation.
On or
before March 15 of each calendar year, the Custodian shall:
(a) deliver
to the Master Servicer, the Securities Administrator and the Depositor a
report
(in form and substance reasonably satisfactory to the Master Servicer, the
Securities Administrator and the Depositor) regarding the Custodian’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 Master
Servicer, the Securities Administrator and the Depositor 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
attached hereto; and
(b) deliver
to the Master Servicer, the Securities Administrator and the Depositor a
report
of a registered public accounting firm reasonably acceptable to the Master
Servicer, the Securities Administrator and the Depositor 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 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.
(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 for all costs reasonably
incurred by the Depositor in order to obtain the information, report,
certification, accountants’ letter or other material not delivered as required
by the Custodian.
(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.
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. [Reserved].
Section
5.3. 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. 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
5.4. GOVERNING
LAW.
THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF
THE STATE OF NEW YORK, without
REGARD
TO CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW
YORK
GENERAL OBLIGATIONS LAW.
Section
5.5. 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
5.6. 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: |
U.S.
BANK NATIONAL
ASSOCIATION, not individually but solely as Trustee
|
|
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|
One
Xxxxxxx Xxxxxx, 0xx
Xxxxx
|
By: | |
Xxxxxx,
XX 00000
|
|
|
Name:
Title:
|
Attention:
BSABS
I
2006-AC3
Telecopy:
(000) 000-0000
Confirmation:
Address: | BEAR XXXXXXX ASSET BACKED SECURITIES I LLC | |
000
Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000 |
|
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By: | ||
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||
Name:
Title:
|
Address: |
EMC
MORTGAGE
CORPORATION
|
|
000
Xxxxxx Xxxxx Xxxxx, Xxxxx 000
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|
Xxxxxx,
Xxxxx 00000
|
By: | |
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||
Name:
Title:
|
Address:
0000
Xxx Xxxxxxxxx Xxxx
|
XXXXX
FARGO BANK,
NATIONAL
ASSOCIATION,
as
Master Servicer
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|
Xxxxxxxx,
Xxxxxxxx 00000
|
|
|
By: | ||
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||
Name:
Title:
|
Address: |
XXXXX
FARGO BANK,
NATIONAL
ASSOCIATION, as Custodian
|
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0000
00xx Xxxxxx X.X.
Xxxxxxxxxxx,
Xxxxxxxxx 00000-0000
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By: | ||
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||
Name:
Title:
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STATE
OF MASSACHUSETTS
|
)
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|
)
|
ss.:
|
|
COUNTY
OF SUFFOLK
|
)
|
On
the
28th
day of
April 2006 before me, a notary public in and for said State, personally appeared
_____________________, known to me to be a(n) _____________________ of U.S.
Bank
National Association, a national banking association, one of the parties
that
executed the within agreement, and also known to me to be the person who
executed the within agreement on behalf of said party and acknowledged to
me
that such party executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year in this certificate first above written.
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||
Notary
Public
|
[SEAL]
STATE
OF NEW YORK
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF NEW YORK
|
)
|
On
the
28th
day of
April 2006 before me, a notary public in and for said State, personally appeared
_____________________, known to me to be a(n) _____________________ of Bear
Xxxxxxx Asset Backed Securities I LLC, and also known to me to be the person
who
executed the within instrument on behalf of said party, and acknowledged
to me
that such party executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year in this certificate first above written.
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||
Notary
Public
|
[SEAL]
STATE
OF TEXAS
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF DALLAS
|
)
|
On
the
28th
day of
April 2006 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 parties that executed the within instrument,
and also known to me to be the person who executed the within instrument
on
behalf of said party, and acknowledged to me that such party executed the
within
instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year in this certificate first above written.
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||
Notary
Public
|
[Notarial
Seal]
STATE
OF MARYLAND
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF XXXXXX
|
)
|
On
the
28th
day of
April 2006 before me, a notary public in and for said State, personally appeared
_____________________, known to me to be a(n) _____________________ of Xxxxx
Fargo Bank, National Association, a national banking association, one of
the
parties that executed the within instrument, and also known to me to be the
person who executed it on behalf of said party, and acknowledged to me that
such
party executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year in this certificate first above written.
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||
Notary
Public
|
[Notarial
Seal]
STATE
OF MINNESOTA
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF
|
)
|
On
the
28th
day of
April 2006 before me, a notary public in and for said State, personally appeared
___________________, known to me to be a(n) _________________of Xxxxx Fargo
Bank, National Association, a national banking association, one of the parties
that executed the within instrument, and also known to me to be the person
who
executed it on behalf of said party, and acknowledged to me that such party
executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year in this certificate first above written.
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|
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||
Notary
Public
|
[Notarial
Seal]
EXHIBIT
ONE
FORM
OF
CUSTODIAN INITIAL CERTIFICATION
April 28, 2006 |
U.S.
Bank
National Association
Xxx
Xxxxxxx Xxxxxx, 0xx
Xxxxx
Xxxxxx,
XX 00000
EMC
Mortgage Corporation
000
Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxx,
Xxxxx 00000
Attention:
Bear Xxxxxxx Asset Backed Securities I LLC, Series 2006-AC3
Re: |
Custodial
Agreement, dated as of April 28, 2006, by and among U.S. Bank National
Association, Xxxxx Fargo Bank, National Association, Bear Xxxxxxx
Asset
Backed Securities I LLC and EMC Mortgage Corporation relating to
Bear
Xxxxxxx Asset Backed Securities I Trust 2006-AC3, Asset-Backed
Certificates, Series 2006-AC3
|
Ladies
and Gentlemen:
In
accordance with Section 2.3(a) of the above-captioned Custodial Agreement,
and
subject to Section 2.02(a) of the Pooling and Servicing Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage
File
(which contains an original Mortgage Note or lost note affidavit) to the
extent
required in Section 2.01 of the Pooling and Servicing Agreement with respect
to
each Mortgage Loan listed in the Mortgage Loan Schedule, with any exceptions
listed on Schedule A attached hereto.
Capitalized
words and phrases used herein shall have the respective meanings assigned
to
them in the above-captioned Custodial Agreement.
XXXXX
FARGO BANK, NATIONAL
ASSOCIATION
By:_______________________________
Name:_____________________________
Title:______________________________
SCHEDULE
A
(PROVIDED
UPON REQUEST)
EXHIBIT
TWO
FORM
OF
CUSTODIAN INTERIM CERTIFICATION
[DATE] |
U.S.
Bank
National Association
Xxx
Xxxxxxx Xxxxxx, 0xx
Xxxxx
Xxxxxx,
XX 00000
EMC
Mortgage Corporation
000
Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxx,
Xxxxx 00000
Attention:
Bear Xxxxxxx Asset Backed Securities I LLC, Series 2006-AC3
Re: |
Custodial
Agreement, dated as of April 28, 2006, by and among U.S. Bank National
Association, Xxxxx Fargo Bank, National Association, Bear Xxxxxxx
Asset
Backed Securities I LLC and EMC Mortgage Corporation relating to
Bear
Xxxxxxx Asset Backed Securities I Trust 2006-AC3, Asset-Backed
Certificates, Series 2006-AC3
|
Ladies
and Gentlemen:
In
accordance with Section 2.3(b) of the above-captioned Custodial Agreement
and
subject to Section 2.02(a) of the Pooling and Servicing Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage
File
to the extent required pursuant to Section 2.01 of the Pooling and Servicing
Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized
words and phrases used herein shall have the respective meanings assigned
to
them in the above-captioned Custodial Agreement.
XXXXX
FARGO BANK, NATIONAL
ASSOCIATION
By:_______________________________
Name:_____________________________
Title:______________________________
SCHEDULE
A
(PROVIDED
UPON REQUEST)
EXHIBIT
THREE
FORM
OF
CUSTODIAN FINAL CERTIFICATION
[DATE] |
U.S.
Bank
National Association
Xxx
Xxxxxxx Xxxxxx, 0xx
Xxxxx
Xxxxxx,
XX 00000
EMC
Mortgage Corporation
000
Xxxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxx,
Xxxxx 00000
Attention:
Bear Xxxxxxx Asset Backed Securities I LLC, Series 2006-AC3
Re:
|
Custodial
Agreement, dated as of April 28, 2006, by and among U.S. Bank National
Association, Xxxxx Fargo Bank, National Association, Bear Xxxxxxx
Asset
Backed Securities I LLC and EMC Mortgage Corporation relating to
Bear
Xxxxxxx Asset Backed Securities I Trust 2006-AC3, Asset-Backed
Certificates, Series 2006-AC3
|
In
accordance with Section 2.3(c) of the above-captioned Custodial
Agreement
and,
subject to Section 2.02(b) of the Pooling and Servicing Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage
File
to the extent required pursuant to Section 2.01 of the Pooling and Servicing
Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached
hereto.
Capitalized
words and phrases used herein shall have the respective meanings assigned
to
them in the above-captioned Custodial Agreement or in the Pooling and Servicing
Agreement, as applicable.
XXXXX
FARGO BANK, NATIONAL
ASSOCIATION
By:_______________________________
Name:_____________________________
Title:______________________________
SCHEDULE
A
(PROVIDED
UPON REQUEST)
EXHIBIT
FOUR
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The
assessment of compliance to be delivered by the Custodian shall address,
at a
minimum, the criteria identified below as “Applicable Servicing
Criteria”:
Servicing
Criteria
|
Applicable
Servicing
Criteria
|
|
Reference
|
Criteria
|
|
General
Servicing Considerations
|
||
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the pool assets are maintained.
|
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
|
Cash
Collection and Administration
|
||
1122(d)(2)(i)
|
Payments
on pool assets are deposited into the appropriate custodial bank
accounts
and related bank clearing accounts no more than two business days
following receipt, or such other number of days specified in the
transaction agreements.
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances are made,
reviewed and approved as specified in the transaction
agreements.
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institutions” with respect
to a foreign financial institution means a foreign financial institution
that meets the requirements of Rule 13k-1(b)(1) of the Securities
Exchange
Act.
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities
related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 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
K
FORM
OF BACK-UP CERTIFICATION
TO FORM 10-K CERTIFICATE
The
[ ]
agreement dated as of [ ],
200[ ] (the “Agreement”),
among [IDENTIFY PARTIES]
I,
________________________________, the _______________________ of [NAME OF
COMPANY], certify to [the Purchaser], [the Depositor], and the [Master Servicer]
[Trustee], and their officers, with the knowledge and intent that they will
rely
upon this certification, that:
(1) I
have
reviewed the servicer compliance statement of the Company provided in accordance
with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
assessment of the Company’s compliance with the servicing criteria set forth in
Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
(the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
Assessment”), the registered public accounting firm’s attestation report
provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
and
Section 1122(b) of Regulation AB (the “Attestation
Report”), and all servicing reports, officer’s certificates and other
information relating to the servicing of the Mortgage Loans by the Company
during 200[ ] that were delivered by the Company to the [Depositor] [Master
Servicer] [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] [Trustee];
(4) I
am
responsible for reviewing the activities performed by the Company as servicer
under the Agreement, and based on my knowledge and the compliance review
conducted in preparing the Compliance Statement and except as disclosed in
the
Compliance Statement, the Servicing Assessment or the Attestation Report,
the
Company has fulfilled its obligations under the Agreement in all material
respects; and
(5) The
Compliance Statement required to be delivered by the Company pursuant to
the
Agreement, and the Servicing Assessment and Attestation Report required to
be
provided by the Company and by any Subservicer or Subcontractor pursuant
to the
Agreement, have been provided to the [Depositor] [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
L
FORM
OF
MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE
LOAN PURCHASE AGREEMENT, dated as of April 28, 2006, as amended and supplemented
by any and all amendments hereto (collectively, “this Agreement”),
by and
between EMC MORTGAGE CORPORATION, a Delaware corporation (the “Sponsor”
or “Mortgage Loan Seller”)
and
BEAR XXXXXXX ASSET BACKED SECURITIES I LLC, a Delaware limited liability
company
(the “Purchaser”).
Upon
the
terms and subject to the conditions of this Agreement, the Mortgage Loan
Seller
agrees to sell, and the Purchaser agrees to purchase, certain conventional,
fixed rate, first and second lien mortgage loans secured by one- to four-family
residences (collectively, the “Mortgage
Loans”)
as
described herein. The Purchaser intends to deposit the Mortgage Loans into
a
trust fund (the “Trust
Fund”)
and
create Bear Xxxxxxx Asset Backed Securities I Trust 2006-AC3, Asset-Backed
Certificates, Series 2006-AC3 (the “Certificates”),
under
a pooling and servicing agreement, to be dated as of April 1, 2006 (the
“Pooling
and Servicing Agreement”),
among
the Purchaser, as depositor, the Mortgage Loan Seller, as sponsor and company,
Xxxxx Fargo Bank, National Association, as master servicer (the “Master
Servicer”)
and as
securities administrator and U.S. Bank National Association, as trustee (the
“Trustee”).
The
Purchaser has filed with the Securities and Exchange Commission (the
“Commission”)
a
registration statement on Form S-3 (Number 333-131374) relating to its
Asset-Backed Certificates and the offering of certain series thereof (including
certain classes of the Certificates) from time to time in accordance with
Rule
415 under the Securities Act of 1933, as amended, and the rules and regulations
of the Commission promulgated thereunder (the “Securities
Act”).
Such
registration statement, when it became effective under the Securities Act,
and
the prospectus relating to the public offering of certain classes of the
Certificates by the Purchaser (the “Public
Offering”),
as
each may be amended or supplemented from time to time pursuant to the Securities
Act or otherwise, are referred to herein as the “Registration
Statement”
and the
“Prospectus,”
respectively. The “Prospectus
Supplement”
shall
mean that supplement, dated April 27, 2006, to the Prospectus, dated April
5,
2006, relating to certain classes of the Certificates. With respect to the
Public Offering of certain classes of the Certificates, the Purchaser and
Bear,
Xxxxxxx & Co. Inc. (“Bear
Xxxxxxx”)
have
entered into a terms agreement, dated as of April 27, 2006, to an underwriting
agreement, dated April 13, 2006, between the Purchaser and Bear Xxxxxxx
(together, the “Underwriting
Agreement”).
Now,
therefore, in consideration of the premises and the mutual agreements set
forth
herein, the parties hereto agree as follows:
SECTION
1. Definitions.
Certain
terms are defined herein. Capitalized terms used herein but not defined herein
shall have the meanings specified in the Pooling and Servicing Agreement.
The
following other terms are defined as follows:
Acquisition
Price:
Cash in
an amount equal to $
*
(plus
$ *
in
accrued interest), and the Retained Certificates.
Bear
Xxxxxxx:
Bear,
Xxxxxxx & Co. Inc.
Closing
Date:
April
28, 2006.
Custodial
Agreement:
An
agreement, dated as of April 28, 2006 among the Depositor, the Sponsor, the
Trustee and the Custodian.
Cut-off
Date Balance:
Shall
mean $ 303,251,176 for the Mortgage Loans in loan group I and $231,296,045
for
the Mortgage Loans in loan group II.
Deleted
Mortgage Loan:
A
Mortgage Loan replaced or to be replaced by a Replacement Mortgage
Loan.
Due
Date:
With
respect to each Mortgage Loan, the date in each month on which its scheduled
payment is due, as set forth in the related Mortgage Note.
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.
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.
Moody’s:
Xxxxx’x
Investors Service, Inc., or its successors in interest.
Mortgage:
The
mortgage or deed of trust creating a first lien on an interest in real property
securing a Mortgage Note.
Mortgage
File:
The
items referred to in Exhibit
1
pertaining to a particular Mortgage Loan and any additional documents required
to be added to such documents pursuant to this Agreement.
Mortgage
Rate:
The
annual rate of interest borne by a Mortgage Note as stated therein.
Mortgagor:
The
obligor(s) on a Mortgage Note.
Net
Mortgage Rate:
For
each Mortgage Loan, the Mortgage Rate for such Mortgage Loan less (i) the
Master
Servicing Fee Rate, (ii) the Servicing Fee Rate and (ii) the rate at which
the
LPMI Fee is calculated, if applicable.
Opinion
of Counsel:
A
written opinion of counsel, who may be counsel for the Mortgage Loan Seller
or
the Purchaser, reasonably acceptable to the Trustee.
Person:
Any
legal person, including any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Purchase
Price:
With
respect to any Mortgage Loan required to be purchased by the Sponsor (on
its own
behalf as a Mortgage Loan Seller) pursuant to the applicable provisions of
this
Agreement, an amount equal to the sum of (i) 100% of the principal remaining
unpaid on such Mortgage Loan as of the date of purchase (including if a
foreclosure has already occurred, the principal balance of the related Mortgage
Loan at the time the Mortgaged Property was acquired), (ii) accrued and unpaid
interest thereon at the Mortgage Rate through and including the last day
of the
month of purchase and (iii) any costs and damages (if any) incurred by the
Trust
in connection with any violation of such Mortgage Loan of any anti-predatory
lending laws.
Rating
Agencies:
Standard & Poor’s and Moody’s, each a “Rating
Agency.”
Replacement
Mortgage Loan:
A
mortgage loan substituted for a Deleted
Mortgage
Loan which must meet on the date of such substitution the requirements stated
herein and in the Pooling and Servicing Agreement; upon such substitution,
such
mortgage loan shall be a “Mortgage Loan” hereunder.
Securities
Act:
The
Securities Act of 1933, as amended.
Standard
& Poor’s:
Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc. or its
successors in interest.
Transaction
Documents:
This
Agreement, the Pooling and Servicing Agreement, the Custodial Agreement and
the
Underwriting Agreement.
Value:
The
value of the Mortgaged Property at the time of origination of the related
Mortgage Loan, such value being the lesser of (i) the value of such property
set
forth in an appraisal accepted by the applicable originator of the Mortgage
Loan
or (ii) the sales price of such property at the time of
origination.
Xxxxx
Fargo:
Xxxxx
Fargo Bank, National Association.
* Please
contact Bear Xxxxxxx for pricing information.
SECTION
2. Purchase
and Sale of the Mortgage Loans and Related Rights.
(a) Upon
satisfaction of the conditions set forth in Section 10 hereof, the Mortgage
Loan
Seller agrees to sell, and the Purchaser agrees to purchase Mortgage Loans
sold
by such Mortgage Loan Seller having an aggregate outstanding principal balance
as of the Cut-off Date equal to the related Cut-off Date Balance.
(b) The
closing for the purchase and sale of the Mortgage Loans and the closing for
the
issuance of the Certificates will take place on the Closing Date at the office
of the Purchaser’s counsel in New York, New York or such other place as the
parties shall agree.
(c) Upon
the
satisfaction of the conditions set forth in Section 10 hereof, on the Closing
Date, the Purchaser shall pay to the Mortgage Loan Seller the Acquisition
Price
for the Mortgage Loans sold by such Mortgage Loan Seller in immediately
available funds by wire transfer to such account or accounts as shall be
designated by the Mortgage Loan Seller.
(d) In
addition to the foregoing, on the Closing Date the Mortgage Loan Seller assigns
to the Purchaser all of its right, title and interest in the Servicing
Agreements.
SECTION
3. Mortgage
Loan Schedules.
The
Sponsor (on its own behalf as Mortgage Loan Seller) agrees to provide to
the
Purchaser as of the date hereof a preliminary listing of the Mortgage Loans
(the
“Preliminary Mortgage Loan Schedule”) setting forth the information listed on
Exhibit
2
to this
Agreement with respect to each of the Mortgage Loans being sold by the Mortgage
Loan Seller. If there are changes to the Preliminary Mortgage Loan Schedule,
the
Sponsor (on its own behalf as Mortgage Loan Seller) shall provide to the
Purchaser as of the Closing Date a final schedule (the “Final Mortgage Loan
Schedule”) setting forth the information listed on Exhibit
2
to this
Agreement with respect to each of the Mortgage Loans being sold by the Mortgage
Loan Seller to the Purchaser. The Final Mortgage Loan Schedule shall be
delivered to the Purchaser on the Closing Date, shall be attached to an
amendment to this Agreement to be executed on the Closing Date by the parties
hereto and shall be in form and substance mutually agreed to by the Sponsor
(on
its own behalf as Mortgage Loan Seller) and the Purchaser (the “Amendment”). If
there are no changes to the Preliminary Mortgage Loan Schedule, the Preliminary
Mortgage Loan Schedule shall be the Final Mortgage Loan Schedule for all
purposes hereof.
SECTION
4. Mortgage
Loan Transfer.
(a) The
Purchaser will be entitled to all scheduled payments of principal and interest
on the Mortgage Loans due after the Cut-off Date (regardless of when actually
collected) and all payments thereof. The Mortgage Loan Seller will be entitled
to all scheduled payments of principal and interest on the Mortgage Loans
due on
or before the Cut-off Date (including payments collected after the Cut-off
Date)
and all payments thereof. Such principal amounts and any interest thereon
belonging to the Mortgage Loan Seller as described above will not be included
in
the aggregate outstanding principal balance of the Mortgage Loans as of the
Cut-off Date as set forth on the Final Mortgage Loan Schedule.
(b) Pursuant
to various conveyancing documents to be executed on the Closing Date and
pursuant to the Pooling and Servicing Agreement, the Purchaser will assign
on
the Closing Date all of its right, title and interest in and to the Mortgage
Loans to the Trustee for the benefit of the Certificateholders. In connection
with the transfer and assignment of the Mortgage Loans, the Mortgage Loan
Seller
has delivered or will deliver or cause to be delivered to the Trustee or
the
Custodian on behalf of the Trustee by the Closing Date or such later date
as is
agreed to by the Purchaser and the Mortgage Loan Seller (each of the Closing
Date and such later date is referred to as a “Mortgage
File Delivery Date”),
the
items of each Mortgage File, provided,
however,
that in
lieu of the foregoing, the Mortgage Loan Seller may deliver the following
documents, under the circumstances set forth below: (x) in lieu of the original
Mortgage, 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 Mortgage required to be included thereon, be
delivered to recording offices for recording and have not been returned in
time
to permit their delivery as specified above, the Mortgage Loan Seller may
deliver a true copy thereof with a certification by the Mortgage Loan Seller
or
the Master Servicer, on the face of such copy, substantially as follows:
“Certified to be a true and correct copy of the original, which has been
transmitted for recording;” (y) in lieu of the Mortgage, assignments to the
Trustee or intervening assignments thereof, if the applicable jurisdiction
retains the originals of such documents or if the originals are lost (in
each
case, as evidenced by a certification from the Mortgage Loan Seller or the
Master Servicer to such effect), the Mortgage Loan Seller may deliver
photocopies of such documents containing an original certification by the
judicial or other governmental authority of the jurisdiction where such
documents were recorded; and (z) in lieu of the Mortgage Notes relating to
the
Mortgage Loans, each identified in the list delivered by the Purchaser to
the
Trustee on the Closing Date and attached hereto as Exhibit
5
the
Mortgage Loan Seller may deliver lost note affidavits and indemnities of
the
Mortgage Loan Seller; 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 Mortgage Loan Seller, in lieu of delivering the
above
documents, may deliver to the Trustee a certification by the Mortgage Loan
Seller or the Master Servicer to such effect. The Mortgage Loan Seller shall
deliver such original documents (including any original documents as to which
certified copies had previously been delivered) or such certified copies
to the
Trustee, or the Custodian on behalf of the Trustee, promptly after they are
received. The Sponsor (on its own behalf as Mortgage Loan Seller) shall cause
the Mortgage and intervening assignments, if any, and the assignment of the
Mortgage to be recorded not later than 180 days after the Closing Date unless
such assignment is not required to be recorded under the terms set forth
in
Section 6(a) hereof.
(c) In
connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Sponsor (on its own behalf as Mortgage Loan Seller) further agrees
that it will cause, at the Sponsor’s own expense, within 30 days after the
Closing Date, the MERS® System to indicate that such Mortgage Loans have been
assigned by the Mortgage Loan Seller to the Purchaser and by the Purchaser
to
the Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer
files
(a) the code in the field which identifies the specific Trustee and (b) the
code
in the field “Pool Field” which identifies the series of the Certificates issued
in connection with such Mortgage Loans. The Mortgage Loan Seller further
agrees
that it will not, and will not permit any Servicer or the Master Servicer
to,
and the Master Servicer agrees that it will not, alter the codes referenced
in
this paragraph with respect to any Mortgage Loan during the term of the Pooling
and Servicing Agreement unless and until such Mortgage Loan is repurchased
in
accordance with the terms of the Pooling and Servicing Agreement.
(d) The
Mortgage Loan Seller and the Purchaser acknowledge hereunder that all of
the
Mortgage Loans and the related servicing, will ultimately be assigned to
U.S.
Bank National Association, as Trustee for the benefit of the Certificateholders,
on the date hereof.
SECTION
5. Examination
of Mortgage Files.
(a) On
or
before the Mortgage File Delivery Date, the Mortgage Loan Seller will have
made
the Mortgage Files available to the Purchaser or its agent for examination
which
may be at the offices of the Trustee or the Mortgage Loan Seller and/or the
Mortgage Loan Seller’s custodian. The fact that the Purchaser or its agent has
conducted or has failed to conduct any partial or complete examination of
the
Mortgage Files shall not affect the Purchaser’s rights to demand cure,
repurchase, substitution or other relief as provided in this Agreement. In
furtherance of the foregoing, the Mortgage Loan Seller shall make the Mortgage
Files available to the Purchaser or its agent from time to time so as to
permit
the Purchaser to confirm the Mortgage Loan Seller’s compliance with the delivery
and recordation requirements of this Agreement and the Pooling and Servicing
Agreement. In addition, upon request of the Purchaser, the Mortgage Loan
Seller
agrees to provide to the Purchaser, Bear Xxxxxxx and to any investors or
prospective investors in the Certificates information regarding the Mortgage
Loans and their servicing, to make the Mortgage Files available to the
Purchaser, Bear Xxxxxxx and to such investors or prospective investors (which
may be at the offices of the Mortgage Loan Seller and/or the Mortgage Loan
Seller’s custodian) and to make available personnel knowledgeable about the
Mortgage Loans for discussions with the Purchaser, Bear Xxxxxxx and such
investors or prospective investors, upon reasonable request during regular
business hours, sufficient to permit the Purchaser, Bear Xxxxxxx and such
investors or potential investors to conduct such due diligence as any such
party
reasonably believes is appropriate.
(b) Pursuant
to the Pooling and Servicing Agreement, on the Closing Date the Trustee (or
the
Custodian as obligated under the Custodial Agreement), for the benefit of
the
Certificateholders, will review items of the Mortgage Files as set forth
on
Exhibit
1
and will
deliver to the Sponsor (on its own behalf as Mortgage Loan Seller an initial
certification in the form attached as Exhibit One to the Custodial
Agreement.
(c) Within
90
days of the Closing Date, the Trustee or the Custodian on its behalf shall,
in
accordance with the provisions of Section 2.02 of the Pooling and Servicing
Agreement, deliver to the Sponsor (on its own behalf as Mortgage Loan Seller
and
the Trustee an Interim Certification in the form attached as Exhibit Two
to the
Custodial Agreement 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.
(d) The
Trustee or the Custodian on its behalf will review the Mortgage Files within
180
days of the Closing Date and will deliver to the Sponsor and the Master
Servicer, and if reviewed by the Custodian, the Trustee, a final certification
substantially in the form of Exhibit Three to the Custodial Agreement. If
the
Trustee or the Custodian on its behalf is unable to deliver a final
certification with respect to the items listed in Exhibit
1
due to
any document that is missing, has not been executed, is unrelated, determined
on
the basis of the Mortgagor name, original principal balance and loan number,
to
the Mortgage Loans identified in the Final Mortgage Loan Schedule (a
“Material
Defect”),
the
Trustee or the Custodian on its behalf shall notify the Sponsor of such Material
Defect. The Sponsor (on its own behalf as a Mortgage Loan Seller) shall correct
or cure any such Material Defect within 90 days from the date of notice from
the
Trustee of the Material Defect and if the Sponsor (on its own behalf as a
Mortgage Loan Seller) does not correct or cure such Material Defect within
such
period and such defect materially and adversely affects the interests of
the
Certificateholders in the related Mortgage Loan, the Sponsor (on its own
behalf
as a Mortgage Loan Seller) will, in accordance with the terms of the Pooling
and
Servicing Agreement, within 90 days of the date of notice, provide the Trustee
with a Replacement Mortgage Loan (if within two years of the Closing Date)
or
purchase the related Mortgage Loan at the applicable Purchase Price;
provided,
however,
that if
such defect relates solely to the inability of the Sponsor (on its own behalf
as
a Mortgage Loan 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 Sponsor shall not be required to purchase such Mortgage
Loan
if the Sponsor (on its own behalf as a Mortgage Loan 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 Sponsor (on its own behalf as a Mortgage
Loan 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
Sponsor (on its own behalf as a Mortgage Loan Seller) shall instead deliver
a
recording receipt of such recording office or, if such receipt is not available,
a certificate of Sponsor (on its own behalf as a Mortgage Loan Seller) or
a
Servicing Officer confirming that such documents have been accepted for
recording, and delivery to the Trustee shall be effected by the Sponsor (on
its
own behalf as a Mortgage Loan Seller) within thirty days of its receipt of
the
original recorded document.
(e) At
the
time of any substitution, the Sponsor (on its own behalf as a Mortgage Loan
Seller) shall deliver or cause to be delivered the Replacement Mortgage Loan,
the related Mortgage File and any other documents and payments required to
be
delivered in connection with a substitution pursuant to the Pooling and
Servicing Agreement. At the time of any purchase or substitution, the Trustee
shall (i) assign the selected Mortgage Loan to the Sponsor (on its own behalf
as
a Mortgage Loan Seller) and shall release or cause the Custodian to release
the
documents (including, but not limited to the Mortgage, Mortgage Note and
other
contents of the Mortgage File) in the possession of the Trustee or the
Custodian, as applicable relating to the Deleted Mortgage Loan and (ii) execute
and deliver such instruments of transfer or assignment, in each case without
recourse, as shall be necessary to vest in the Sponsor (on its own behalf
as a
Mortgage Loan Seller) title to such Deleted Mortgage Loan.
SECTION
6. Recordation
of Assignments of Mortgage.
(a) The
Sponsor (on its own behalf as a Mortgage Loan Seller) will, promptly after
the
Closing Date, cause each Mortgage and each assignment of Mortgage from the
Mortgage Loan Seller to the Trustee, and all unrecorded intervening assignments,
if any, delivered on or prior to the Closing Date, to be recorded in all
recording offices in the jurisdictions where the related Mortgaged Properties
are located; provided,
however,
the
Sponsor (on its own behalf as a Mortgage Loan Seller) need not cause to be
recorded any assignment which relates to a Mortgage Loan that is a MOM Loan
or
for which the related Mortgaged Property is located in any jurisdiction under
the laws of which, as evidenced by an Opinion of Counsel delivered by the
Sponsor (on its own behalf as a Mortgage Loan Seller) to the Trustee and
the
Rating Agencies, the recordation of such assignment is not necessary to protect
the Trustee’s interest in the related Mortgage Loan; provided,
however,
notwithstanding the delivery of any Opinion of Counsel, each assignment of
Mortgage shall be submitted for recording by the Sponsor (on its own behalf
as a
Mortgage Loan Seller) in the manner described above, at no expense to the
Trust
Fund or Trustee, upon the earliest to occur of (i) reasonable direction by
the
Holders of Certificates evidencing Percentage Interests aggregating not less
than 25% of the Trust, (ii) the occurrence of a Company Default, (iii) the
occurrence of a bankruptcy, insolvency or foreclosure relating to the Sponsor
under the Pooling and Servicing Agreement, (iv) the occurrence of a servicing
transfer as described in Section 9.05 of the Pooling and Servicing Agreement
or
an assignment of the servicing as described in Section 8.05(b) of the Pooling
and Servicing Agreement or (iv) with respect to any one assignment of Mortgage,
the occurrence of a bankruptcy, insolvency or foreclosure relating to the
Mortgagor under the related Mortgage.
While
each such Mortgage or assignment is being recorded, if necessary, the Sponsor
(on its own behalf as a Mortgage Loan Seller) shall leave or cause to be
left
with the Trustee or the Custodian on its behalf a certified copy of such
Mortgage or assignment. In the event that, within 180 days of the Closing
Date,
the Trustee has not been provided with an Opinion of Counsel as described
above
or received evidence of recording with respect to each Mortgage Loan delivered
to the Purchaser pursuant to the terms hereof or as set forth above and the
related Mortgage Loan is not a MOM Loan, the failure to provide evidence
of
recording or such Opinion of Counsel shall be considered a Material Defect,
and
the provisions of Section 5(c) and (d) shall apply. All customary recording
fees
and reasonable expenses relating to the recordation of the assignments of
mortgage to the Trustee or the Opinion of Counsel, as the case may be, shall
be
borne by the Sponsor.
(b) It
is the
express intent of the parties hereto that the conveyance of the Mortgage
Loans
by the Mortgage Loan Seller to the Purchaser, as contemplated by this Agreement
be, and be treated as, a sale. It is, further, not the intention of the parties
that such conveyance be deemed a pledge of the Mortgage Loans by the Mortgage
Loan Seller to the Purchaser to secure a debt or other obligation of the
Mortgage Loan Seller. However, in the event that, notwithstanding the intent
of
the parties, the Mortgage Loans are held by a court to continue to be property
of the Mortgage Loan Seller, then (a) this Agreement shall also be deemed
to be
a security agreement within the meaning of Articles 8 and 9 of the applicable
Uniform Commercial Code; (b) the transfer of the Mortgage Loans provided
for
herein shall be deemed to be a grant by the Mortgage Loan Seller to the
Purchaser of a security interest in all of the Mortgage Loan Seller’s right,
title and interest in and to the Mortgage Loans and all amounts payable to
the
holders of the Mortgage Loans in accordance with the terms thereof and all
proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, to the extent the Purchaser
would otherwise be entitled to own such Mortgage Loans and proceeds pursuant
to
Section 4 hereof, including all amounts, other than investment earnings,
from
time to time held or invested in any accounts created pursuant to the Pooling
and Servicing Agreement, whether in the form of cash, instruments, securities
or
other property; (c) the possession by the Purchaser or the Trustee (or the
Custodian on its behalf) of Mortgage Notes and such other items of property
as
constitute instruments, money, negotiable documents or chattel paper shall
be
deemed to be “possession by the secured party” for purposes of perfecting the
security interest pursuant to Section 9-305 (or comparable provision) of
the
applicable Uniform Commercial Code; and (d) notifications to persons holding
such property, and acknowledgments, receipts or confirmations from persons
holding such property, shall be deemed notifications to, or acknowledgments,
receipts or confirmations from, financial intermediaries, bailees or agents
(as
applicable) of the Purchaser for the purpose of perfecting such security
interest under applicable law. Any assignment of the interest of the Purchaser
pursuant to any provision hereof or pursuant to the Pooling and Servicing
Agreement shall also be deemed to be an assignment of any security interest
created hereby. The Sponsor (on its own behalf as a Mortgage Loan Seller)
and
the Purchaser shall, to the extent consistent with this Agreement, take such
actions as may be reasonably necessary to ensure that, if this Agreement
were
deemed to create a security interest in the Mortgage Loans, such security
interest would be deemed to be a perfected security interest of first priority
under applicable law and will be maintained as such throughout the term of
the
Pooling and Servicing Agreement.
SECTION
7. Representations
and Warranties of the Sponsor Concerning the Mortgage Loans.
The
Sponsor hereby represents and warrants to the Purchaser as of the Closing
Date
or such other date as may be specified below with respect to each Mortgage
Loan
being sold by it, that:
(a) The
information set forth in the Mortgage Loan Schedule hereto is true and correct
in all material respects and the information provided to the Rating Agencies,
including the Mortgage Loan level detail, is true and correct according to
the
Rating Agency requirements.
(b) Immediately
prior to the transfer to the Purchaser, the Mortgage Loan Seller was the
sole
owner of beneficial title and holder of each Mortgage and Mortgage Note relating
to the Mortgage Loans and is conveying the same free and clear of any and
all
liens, claims, encumbrances, participation interests, equities, pledges,
charges
or security interests of any nature and the Mortgage Loan Seller has full
right
and authority to sell or assign the same pursuant to this
Agreement.
(c) Each
Mortgage Loan at the time it was made complied in all material respects with
all
applicable laws and regulations, including, without limitation, usury, equal
credit opportunity, disclosure and recording laws and all applicable
anti-predatory lending laws; and each Mortgage Loan has been serviced in
all
material respects in accordance with all applicable laws and regulations,
including, without limitation, usury, equal credit opportunity, disclosure
and
recording laws and all applicable anti-predatory lending laws and the terms
of
the related Mortgage Note, the Mortgage and other loan documents.
(d) There
is
no monetary default existing under any Mortgage or the related Mortgage Note
and
there is no material event which, with the passage of time or with notice
and
the expiration of any grace or cure period, would constitute a default, breach
or event of acceleration; and neither the Mortgage Loan Seller, any of its
affiliates nor any servicer of any related Mortgage Loan has taken any action
to
waive any default, breach or event of acceleration; and no foreclosure action
is
threatened or has been commenced with respect to the Mortgage Loan.
(e) The
terms
of the Mortgage Note and the Mortgage have not been impaired, waived, altered
or
modified in any respect, except by written instruments, (i) if required by
law
in the jurisdiction where the Mortgaged Property is located, or (ii) to protect
the interests of the Trustee on behalf of the Certificateholders.
(f) No
selection procedure reasonably believed by the Mortgage Loan Seller to be
adverse to the interests of the Certificateholders was utilized in selecting
the
Mortgage Loans.
(g) Each
Mortgage is a valid and enforceable first or second lien on the property
securing the related Mortgage Note and each Mortgaged Property is owned by
the
Mortgagor in fee simple (except with respect to common areas in the case
of
condominiums, PUDs and de minimis PUDs) or by leasehold for a term longer
than
the term of the related Mortgage, subject only to (i) the lien of current
real
property taxes and assessments, (ii) covenants, conditions and restrictions,
rights of way, easements and other matters of public record as of the date
of
recording of such Mortgage, such exceptions being acceptable to mortgage
lending
institutions generally or specifically reflected in the appraisal obtained
in
connection with the origination of the related Mortgage Loan or referred
to in
the lender’s title insurance policy delivered to the originator of the related
Mortgage Loan and (iii) other matters to which like properties are commonly
subject which do not materially interfere with the benefits of the security
intended to be provided by such Mortgage.
(h) There
is
no mechanics’ lien or claim for work, labor or material affecting the premises
subject to any Mortgage which is or may be a lien prior to, or equal with,
the
lien of such Mortgage except those which are insured against by the title
insurance policy referred to in xiii below.
(i) There
was
no delinquent tax or assessment lien against the property subject to any
Mortgage, except where such lien was being contested in good faith and a
stay
had been granted against levying on the property.
(j) There
is
no valid offset, defense or counterclaim to any Mortgage Note or Mortgage,
including the obligation of the Mortgagor to pay the unpaid principal and
interest on such Mortgage Note.
(k) The
physical property subject to any Mortgage is free of material damage and
is in
good repair and there is no proceeding pending or threatened for the total
or
partial condemnation of any Mortgaged Property.
(l) The
Mortgaged Property and all improvements thereon comply with all requirements
of
any applicable zoning and subdivision laws and ordinances;
(m) A
lender’s title insurance policy (on an ALTA or CLTA form) or binder, or other
assurance of title customary in the relevant jurisdiction therefor in a form
acceptable to Xxxxxx Xxx or Xxxxxxx Mac, was issued on the date that each
Mortgage Loan was created by a title insurance company which, to the best
of the
Mortgage Loan Seller’s knowledge, was qualified to do business in the
jurisdiction where the related Mortgaged Property is located, insuring the
Mortgage Loan Seller and its successors and assigns that the Mortgage is
a first
priority lien on the related Mortgaged Property in the original principal
amount
of the Mortgage Loan. The Mortgage Loan Seller is the sole insured under
such
lender’s title insurance policy, and such policy, binder or assurance is valid
and remains in full force and effect, and each such policy, binder or assurance
shall contain all applicable endorsements including a negative amortization
endorsement, if applicable.
(n) At
the
time of origination, each Mortgaged Property was the subject of an appraisal
which conformed to the underwriting requirements of the originator of the
Mortgage Loan and, the appraisal is in a form acceptable to Xxxxxx Mae or
FHLMC.
(o) The
improvements on each Mortgaged Property securing a Mortgage Loan are insured
(by
an insurer which is acceptable to the Mortgage Loan Seller) against loss
by fire
and such hazards as are covered under a standard extended coverage endorsement
in the locale in which the Mortgaged Property is located, in an amount which
is
not less than the lesser of the maximum insurable value of the improvements
securing such Mortgage Loan or the outstanding principal balance of the Mortgage
Loan, but in no event in an amount less than an amount that is required to
prevent the Mortgagor from being deemed to be a co-insurer thereunder; if
the
improvement on the Mortgaged Property is a condominium unit, it is included
under the coverage afforded by a blanket policy for the condominium project;
if
upon origination of the related Mortgage Loan, the improvements on the Mortgaged
Property were in an area identified as a federally designated flood area,
a
flood insurance policy is in effect in an amount representing coverage not
less
than the least of (i) the outstanding principal balance of the Mortgage Loan,
(ii) the restorable cost of improvements located on such Mortgaged Property
or
(iii) the maximum coverage available under federal law; and each Mortgage
obligates the Mortgagor thereunder to maintain the insurance referred to
above
at the Mortgagor’s cost and expense.
(p) Each
Mortgage Loan constitutes a "qualified mortgage" under Section 860G(a)(3)(A)
of
the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6),
(7)
and (9) without reliance on the provisions of Treasury Regulation Section
1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other
provision that would allow a Mortgage Loan to be treated as a “qualified
mortgage” notwithstanding its failure to meet the requirements of Section
860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1),
(2),
(4), (5), (6), (7) and (9).
(q) None
of
the Mortgage Loans are (a) loans subject to 12 CFR Part 226.31, 12 CFR Part
226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing
TILA,
which implements the Home Ownership and Equity Protection Act of 1994, as
amended or (b) “high cost home,” “covered” (excluding home loans defined as
“covered home loans” in the New Jersey Home Ownership Security Act of 2002 that
were originated between November 26, 2003 and July 7, 2004), “high risk home” or
“predatory” loans under any applicable state, federal or local law (or a
similarly classified loan using different terminology under a law imposing
heightened regulatory scrutiny or additional legal liability for residential
mortgage loans having high interest rates, points and/or fees).
(r) The
information set forth in Schedule A of the Prospectus Supplement with respect
to
the Mortgage Loans is true and correct in all material respects.
(s) No
Mortgage Loan (a) is a “high cost loan” or “covered loan” as applicable (as such
terms are defined in the then current Standard & Poor’s LEVELS® Glossary,
which is now Version 5.6(d), Appendix E, attached hereto as Exhibit 6 or
(b) was
originated on or after October 1, 2002 through March 6, 2003 and is governed
by
the Georgia Fair Lending Act.
(t) Each
Mortgage Loan was originated in accordance with the underwriting guidelines
of
the related originator.
(u) Each
original Mortgage has been recorded or is in the process of being recorded
in
accordance with the requirements of Section 2.01 of the Pooling and Servicing
Agreement in the appropriate jurisdictions wherein such recordation is required
to perfect the lien thereof for the benefit of the Trust Fund.
(v) The
related Mortgage File contains each of the documents and instruments listed
in
Section 2.01 of the Pooling and Servicing Agreement, subject to any exceptions,
substitutions and qualifications as are set forth in such Section.
(w) The
Mortgage Loans are currently being serviced in accordance with accepted
servicing practices.
(x) With
respect to each Mortgage Loan that has a prepayment penalty feature, each
such
prepayment penalty is enforceable and will be enforced by the Mortgage Loan
Seller and each prepayment penalty is permitted pursuant to federal, state
and
local law, provided that (i) no Mortgage Loan will impose a prepayment penalty
for a term in excess of five years from the date such Mortgage Loan was
originated and (ii) such prepayment penalty is at least equal to the lesser
of
(A) the maximum amount permitted under applicable law and (B) six months
interest at the related Mortgage Interest Rate on the amount prepaid in excess
of 20% of the original principal balance of such Mortgage Loan.
(y) If
any of
the Mortgage Loans are secured by a leasehold interest, with respect to each
leasehold interest: the use of leasehold estates for residential properties
is
an accepted practice in the area where the related Mortgaged Property is
located; residential property in such area consisting of leasehold estates
is
readily marketable; the lease is recorded and no party is in any way in breach
of any provision of such lease; the leasehold is in full force and effect
and is
not subject to any prior lien or encumbrance by which the leasehold could
be
terminated or subject to any charge or penalty; and the remaining term of
the
lease does not terminate less than ten years after the maturity date of such
Mortgage Loan.
It
is
understood and agreed that the representations and warranties set forth in
this
Section 7 will inure to the benefit of the Purchaser, its successors and
assigns, notwithstanding any restrictive or qualified endorsement on any
Mortgage Note or assignment of Mortgage or the examination of any Mortgage
File.
Upon any substitution for a Mortgage Loan, the representations and warranties
set forth above shall be deemed to be made by the Mortgage Loan Seller as
to any
Replacement Mortgage Loan as of the date of substitution.
Upon
discovery or receipt of notice by the Sponsor, the Purchaser or the Trustee
of a
breach of any representation or warranty of the Sponsor set forth in this
Section 7 which materially and adversely affects the value of the interests
of
the Purchaser, the Certificateholders or the Trustee in any of the Mortgage
Loans delivered to the Purchaser pursuant to this Agreement, the party
discovering or receiving notice of such breach shall give prompt written
notice
to the others. In the case of any such breach of a representation or warranty
set forth in this Section 7, within 90 days from the date of discovery by
the
Sponsor, or the date the Sponsor is notified by the party discovering or
receiving notice of such breach (whichever occurs earlier), the Sponsor will
(i)
cure such breach in all material respects, (ii) purchase the affected Mortgage
Loan at the applicable Purchase Price or (iii) if within two years of the
Closing Date, substitute a qualifying Replacement Mortgage Loan in exchange
for
such Mortgage Loan; provided that, (A) in the case of a breach of the
representation and warranty concerning the Mortgage Loan Schedule contained
in
clause (a) of this Section 7, if such breach is material and relates to any
field on the Mortgage Loan Schedule which identifies any Prepayment Charge
or
(B) in the case of a breach of the representation contained in clause (hh)
of
this Section 7, then, in each case, in lieu of purchasing such Mortgage Loan
from the Trust Fund at the Purchase Price, the Sponsor shall pay the amount
of
the Prepayment Charge (net of any amount previously collected by or paid
to the
Trust Fund in respect of such Prepayment Charge) from its own funds and without
reimbursement therefor, and the Sponsor shall have no obligation to repurchase
or substitute for such Mortgage Loan. The obligations of the Sponsor to cure,
purchase or substitute a qualifying Replacement Mortgage Loan shall constitute
the Purchaser’s, the Trustee’s and the Certificateholder’s sole and exclusive
remedy under this Agreement or otherwise respecting a breach of representations
or warranties hereunder with respect to the Mortgage Loans, except for the
obligation of the Sponsor to indemnify the Purchaser for such breach as set
forth in and limited by Section 13 hereof.
Any
cause
of action against the Sponsor or relating to or arising out of a breach by
the
Sponsor of any representations and warranties made in this Section 7 shall
accrue as to any Mortgage Loan upon (i) discovery of such breach by the Sponsor
or notice thereof by the party discovering such breach and (ii) failure by
the
Sponsor to cure such breach, purchase such Mortgage Loan or substitute a
qualifying Replacement Mortgage Loan pursuant to the terms hereof.
SECTION
8. Representations
and Warranties Concerning the Sponsor.
As of
the date hereof and as of the Closing Date, the Sponsor represents and warrants
to the Purchaser as to itself in the capacity indicated as follows:
(a) the
Sponsor (i) is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and (ii) is qualified and
in
good standing to do business in each jurisdiction where such qualification
is
necessary, except where the failure so to qualify would not reasonably be
expected to have a material adverse effect on the Sponsor’s business as
presently conducted or on the Sponsor’s ability to enter into this Agreement or
any other Transaction Document to which it is a party and to consummate the
transactions contemplated hereby or thereby;
(b) the
Sponsor has full power to own its property, to carry on its business as
presently conducted and to enter into and perform its obligations under this
Agreement or any other Transaction Document to which it is a party;
(c) the
execution and delivery by the Sponsor of this Agreement and any other
Transaction Document to which it is a party has been duly authorized by all
necessary action on the part of the Sponsor; and neither the execution and
delivery of this Agreement or any other Transaction Document to which it
is a
party, nor the consummation of the transactions herein or therein contemplated,
nor compliance with the provisions hereof or thereof, 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
Sponsor or its properties or the charter or by-laws of the Sponsor, except
those
conflicts, breaches or defaults which would not reasonably be expected to
have a
material adverse effect on the Sponsor’s ability to enter into this Agreement or
any other Transaction Document to which it is a party and to consummate the
transactions contemplated hereby or thereby;
(d) the
execution, delivery and performance by the Sponsor of this Agreement and
the
consummation of the transactions contemplated hereby do not require the consent
or approval of, the giving of notice to, the registration with, or the taking
of
any other action in respect of, any state, federal or other governmental
authority or agency, except those consents, approvals, notices, registrations
or
other actions as have already been obtained, given or made and, in connection
with the recordation of the Mortgages, powers of attorney or assignments
of
Mortgages not yet completed;
(e) each
of
this Agreement and the other Transaction Document to which it is a party
has
been duly executed and delivered by the Sponsor and, assuming due authorization,
execution and delivery by the Purchaser, constitutes a valid and binding
obligation of the Sponsor enforceable against it in accordance with its terms
(subject to applicable bankruptcy and insolvency laws and other similar laws
affecting the enforcement of the rights of creditors generally);
(f) there
are
no actions, suits or proceedings pending or, to the knowledge of the Sponsor,
threatened against the Sponsor, before or by any court, administrative agency,
arbitrator or governmental body (i) with respect to any of the transactions
contemplated by this Agreement or any other Transaction Document to which
it is
a party or (ii) with respect to any other matter which in the judgment of
the
Sponsor could reasonably be expected to be determined adversely to the Sponsor
and will if determined adversely to the Sponsor materially and adversely
affect
the Sponsor’s ability to perform its obligations under this Agreement or any
other Transaction Document to which it is a party; and the Sponsor is not
in
default with respect to any order of any court, administrative agency,
arbitrator or governmental body so as to materially and adversely affect
the
transactions contemplated by this Agreement; and
(g) the
Mortgage Loan Seller’s Information (as defined in Section 13(a) hereof) does not
include any untrue statement of a material fact or omit to state a material
fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading.
SECTION
9. Representations
and Warranties Concerning the Purchaser.
As of
the date hereof and as of the Closing Date, the Purchaser represents and
warrants to the Mortgage Loan Seller as follows:
(a) the
Purchaser (i) is a limited liability company duly organized, validly existing
and in good standing under the laws of the State of Delaware and (ii) is
qualified and in good standing to do business in each jurisdiction where
such
qualification is necessary, except where the failure so to qualify would
not
reasonably be expected to have a material adverse effect on the Purchaser’s
business as presently conducted or on the Purchaser’s ability to enter into this
Agreement or any other Transaction Document to which it is a party and to
consummate the transactions contemplated hereby or thereby;
(b) the
Purchaser has full power to own its property, to carry on its business as
presently conducted and to enter into and perform its obligations under this
Agreement or any other Transaction Document to which it is a party;
(c) the
execution and delivery by the Purchaser of this Agreement or any other
Transaction Document to which it is a party has been duly authorized by all
necessary action on the part of the Purchaser; and neither the execution
and
delivery of this Agreement, nor the consummation of the transactions herein
contemplated, nor compliance with the provisions hereof or thereof, will
conflict with or result in a breach of, or constitute a default under, any
of
the provisions of any law, governmental rule, regulation, judgment, decree
or
order binding on the Purchaser or its properties or the certificate of formation
or limited liability company agreement of the Purchaser, except those conflicts,
breaches or defaults which would not reasonably be expected to have a material
adverse effect on the Purchaser’s ability to enter into this Agreement or any
other Transaction Document to which it is a party and to consummate the
transactions contemplated hereby or thereby;
(d) the
execution, delivery and performance by the Purchaser of this Agreement and
the
consummation of the transactions contemplated hereby do not require the consent
or approval of, the giving of notice to, the registration with, or the taking
of
any other action in respect of, any state, federal or other governmental
authority or agency, except those consents, approvals, notices, registrations
or
other actions as have already been obtained, given or made;
(e) each
of
this Agreement and the other Transaction Documents to which it is a party
has
been duly executed and delivered by the Purchaser and, assuming due
authorization, execution and delivery by the Mortgage Loan Seller, constitutes
a
valid and binding obligation of the Purchaser enforceable against it in
accordance with its terms (subject to applicable bankruptcy and insolvency
laws
and other similar laws affecting the enforcement of the rights of creditors
generally);
(f) there
are
no actions, suits or proceedings pending or, to the knowledge of the Purchaser,
threatened against the Purchaser, before or by any court, administrative
agency,
arbitrator or governmental body (i) with respect to any of the transactions
contemplated by this Agreement and the other Transaction Documents to which
it
is a party or (ii) with respect to any other matter which in the judgment
of the
Purchaser will be determined adversely to the Purchaser and will if determined
adversely to the Purchaser materially and adversely affect the Purchaser’s
ability to perform its obligations under this Agreement and the other
Transaction Documents to which it is a party; and the Purchaser is not in
default with respect to any order of any court, administrative agency,
arbitrator or governmental body so as to materially and adversely affect
the
transactions contemplated by this Agreement and the other Transaction Documents
to which it is a party; and
(g) the
Purchaser’s Information (as defined in Section 13(b) hereof) does not include
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading.
SECTION
10. Conditions
to Closing.
(a) The
obligations of the Purchaser under this Agreement will be subject to the
satisfaction, on or prior to the Closing Date, of the following conditions:
(1) Each
of
the obligations of the Mortgage Loan Seller required to be performed at or
prior
to the Closing Date pursuant to the terms of this Agreement shall have been
duly
performed and complied with in all material respects; all of the representations
and warranties of the Mortgage Loan Seller under this Agreement shall be
true
and correct as of the date or dates specified in all material respects; and
no
event shall have occurred which, with notice or the passage of time, would
constitute a default under this Agreement or any of the Transaction Documents;
and the Purchaser shall have received certificates to that effect signed
by
authorized officers of the Mortgage Loan Seller.
(2) The
Purchaser shall have received all of the following closing documents, in
such
forms as are agreed upon and reasonably acceptable to the Purchaser, duly
executed by all signatories other than the Purchaser as required pursuant
to the
respective terms thereof:
(i) If
required pursuant to Section 3 hereof, the Amendment dated as of the Closing
Date and any documents referred to therein;
(ii) If
required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule
containing the information set forth on Exhibit
2
hereto,
one copy to be attached to each counterpart of the Amendment;
(iii) The
Pooling and Servicing Agreement, in form and substance reasonably satisfactory
to the Trustee and the Purchaser, and all documents required thereby duly
executed by all signatories;
(iv) A
certificate of an officer of the Sponsor dated as of the Closing Date, in
a form
reasonably acceptable to the Purchaser, and attached thereto the resolutions
of
the Sponsor authorizing the transactions contemplated by this Agreement and
the
other Transaction Documents to which it is a party, together with copies
of the
articles of incorporation, by-laws and certificate of good standing of the
Sponsor;
(v) One
or
more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in
form and substance reasonably satisfactory to the Purchaser, the Trustee
and
each Rating Agency;
(vi) A
letter
from each of the Rating Agencies giving each Class of Certificates set forth
on
Schedule A hereto the rating set forth therein; and
(vii) Such
other documents, certificates (including additional representations and
warranties) and opinions as may be reasonably necessary to secure the intended
ratings from each Rating Agency for the Certificates.
(3) The
Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement
shall have been issued and sold to Bear Xxxxxxx.
(4) The
Mortgage Loan Seller shall have furnished to the Purchaser such other
certificates of its officers or others and such other documents and opinions
of
counsel to evidence fulfillment of the conditions set forth in this Agreement
and the transactions contemplated hereby as the Purchaser and their respective
counsel may reasonably request.
(b) The
obligations of the Mortgage Loan Seller under this Agreement shall be subject
to
the satisfaction, on or prior to the Closing Date, of the following
conditions:
(1) The
obligations of the Purchaser required to be performed by it on or prior to
the
Closing Date pursuant to the terms of this Agreement shall have been duly
performed and complied with in all material respects, and all of the
representations and warranties of the Purchaser under this Agreement shall
be
true and correct in all material respects as of the date hereof and as of
the
Closing Date, and no event shall have occurred which would constitute a breach
by it of the terms of this Agreement or any of the Transaction Documents,
and
the Mortgage Loan Seller shall have received a certificate to that effect
signed
by an authorized officer of the Purchaser.
(2) The
Mortgage Loan Seller shall have received copies of all of the following closing
documents, in such forms as are agreed upon and reasonably acceptable to
the
Mortgage Loan Seller, duly executed by all signatories other than the Mortgage
Loan Seller as required pursuant to the respective terms thereof:
(i) If
required pursuant to Section 3 hereof, the Amendment dated as of the Closing
Date and any documents referred to therein;
(ii) The
Pooling and Servicing Agreement, in form and substance reasonably satisfactory
to the Sponsor, and all documents required thereby duly executed by all
signatories;
(iii) A
certificate of an officer of the Purchaser dated as of the Closing Date,
in a
form reasonably acceptable to the Mortgage Loan Seller, and attached thereto
the
written consent of the member of the Purchaser authorizing the transactions
contemplated by this Agreement and the other Transaction Documents to which
it
is a party, together with copies of the Purchaser’s certificate of formation,
limited liability company agreement, and evidence as to the good standing
of the
Purchaser dated as of a recent date;
(iv) One
or
more opinions of counsel from the Purchaser’s counsel in form and substance
reasonably satisfactory to the Mortgage Loan Seller and the Rating Agencies;
and
(v) Such
other documents, certificates (including additional representations and
warranties) and opinions as may be reasonably necessary to secure the intended
rating from each Rating Agency for the Certificates.
SECTION
11. Fees
and Expenses.
Subject
to Section 16 hereof, the Sponsor (on its own behalf as a Mortgage Loan Seller)
shall pay on the Closing Date or such later date as may be agreed to by the
Purchaser (i) the fees and expenses of the Mortgage Loan Seller’s attorneys and
the reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and
expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s
Registration Statement based on the aggregate original principal amount of
the
Certificates and the filing fee of the Commission as in effect on the date
on
which the Registration Statement was declared effective, (iv) the fees and
expenses including counsel’s fees and expenses in connection with any “blue sky”
and legal investment matters, (v) the fees and expenses of the Trustee which
shall include without limitation the fees and expenses of the Trustee (and
the
fees and disbursements of its counsel) with respect to (A) legal and document
review of this Agreement, the Pooling and Servicing Agreement, the Certificates
and related agreements, (B) attendance at the Closing and (C) review of the
Mortgage Loans to be performed by the Trustee or the Custodian on its behalf,
(vi) the expenses for printing or otherwise reproducing the Certificates,
the
Prospectus and the Prospectus Supplement, (vii) the fees and expenses of
each
Rating Agency (both initial and ongoing), (viii) the fees and expenses relating
to the preparation and recordation of mortgage assignments (including
intervening assignments, if any and if available, to evidence a complete
chain
of title from the originator to the Trustee) from the Mortgage Loan Seller
to
the Trustee or the expenses relating to the Opinion of Counsel referred to
in
Section 6(a) hereof, as the case may be, and (ix) Mortgage File due diligence
expenses and other out-of-pocket expenses incurred by the Purchaser in
connection with the purchase of the Mortgage Loans and by Bear Xxxxxxx in
connection with the sale of the Certificates. The Sponsor (on its own behalf
as
a Mortgage Loan Seller) additionally agrees to pay directly to any third
party
on a timely basis the fees provided for above which are charged by such third
party and which are billed periodically.
SECTION
12. Accountants’
Letters.
(a) Deloitte
& Touche LLP will review the characteristics of a sample of the Mortgage
Loans described in the Final Mortgage Loan Schedule and will compare those
characteristics to the description of the Mortgage Loans contained in the
Prospectus Supplement under the captions “Summary—The Mortgage Loans” and “The
Mortgage Pool” and in Schedule A thereto. The Sponsor (on its own behalf as a
Mortgage Loan Seller) will cooperate with the Purchaser in making available
all
information and taking all steps reasonably necessary to permit such accountants
to complete the review and to deliver the letters required of them under
the
Underwriting Agreement. Deloitte & Touche LLP will also confirm certain
calculations as set forth under the caption “Yield, Prepayment and Maturity
Considerations” in the Prospectus Supplement.
(b) To
the
extent statistical information with respect to the Sponsor’s servicing portfolio
is included in the Prospectus Supplement under the caption “Servicing of the
Mortgage Loans—EMC—Delinquency and Foreclosure Experience of EMC,” a letter from
the certified public accountant for the Sponsor will be delivered to the
Purchaser dated the date of the Prospectus Supplement, in the form previously
agreed to by the Sponsor and the Purchaser, with respect to such statistical
information.
SECTION
13. Indemnification.
(a) The
Sponsor (on its own behalf as a Mortgage Loan Seller) shall indemnify and
hold
harmless the Purchaser and its directors, officers and controlling persons
(as
defined in Section 15 of the Securities Act) from and against any loss, claim,
damage or liability or action in respect thereof, to which they or any of
them
may become subject, under the Securities Act or otherwise, insofar as such
loss,
claim, damage, liability or action arises out of, or is based upon (i) any
untrue statement of a material fact contained in the Mortgage
Loan Seller’s Information
as
identified in Exhibit
3,
the
omission to state in the Term Sheet Supplement, the Prospectus Supplement
or
Prospectus (or any amendment thereof or supplement thereto approved by the
Sponsor (on its own behalf as a Mortgage Loan Seller) and in which additional
Mortgage Loan Seller’s Information is identified), in reliance upon and in
conformity with Mortgage Loan Seller’s Information a material fact required to
be stated therein or necessary to make the statements therein in light of
the
circumstances in which they were made, not misleading, (ii) any representation
or warranty assigned or made by the Sponsor in Section 7 or Section 8 hereof
being, or alleged to be, untrue or incorrect, or (iii) any failure by the
Sponsor (on its own behalf as a Mortgage Loan Seller) to perform its obligations
under this Agreement; and the Sponsor (on its own behalf as a Mortgage Loan
Seller) shall reimburse the Purchaser and each other indemnified party for
any
legal and other expenses reasonably incurred by them in connection with
investigating or defending or preparing to defend against any such loss,
claim,
damage, liability or action.
The
foregoing indemnity agreement is in addition to any liability which the Sponsor
otherwise may have to the Purchaser or any other such indemnified
party.
(b) The
Purchaser shall indemnify and hold harmless the Mortgage Loan Seller and
its
respective directors, officers and controlling persons (as defined in Section
15
of the Securities Act) from and against any loss, claim, damage or liability
or
action in respect thereof, to which they or any of them may become subject,
under the Securities Act or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon (i) any untrue statement
of
a material fact contained in the Purchaser’s
Information
as
identified in Exhibit
4,
the
omission to state in the Prospectus Supplement or Prospectus (or any amendment
thereof or supplement thereto approved by the Purchaser and in which additional
Purchaser’s Information is identified), in reliance upon and in conformity with
the Purchaser’s Information, a material fact required to be stated therein or
necessary to make the statements therein in light of the circumstances in
which
they were made, not misleading, (ii) any representation or warranty made
by the
Purchaser in Section 9 hereof being, or alleged to be, untrue or incorrect,
or
(iii) any failure by the Purchaser to perform its obligations under this
Agreement; and the Purchaser shall reimburse the Mortgage Loan Seller, and
each
other indemnified party for any legal and other expenses reasonably incurred
by
them in connection with investigating or defending or preparing to defend
any
such loss, claim, damage, liability or action. The foregoing indemnity agreement
is in addition to any liability which the Purchaser otherwise may have to
the
Mortgage Loan Seller, or any other such indemnified party.
(c) Promptly
after receipt by an indemnified party under subsection (a) or (b) above of
notice of the commencement of any action, such indemnified party shall, if
a
claim in respect thereof is to be made against the indemnifying party under
such
subsection, notify each party against whom indemnification is to be sought
in
writing of the commencement thereof (but the failure so to notify an
indemnifying party shall not relieve it from any liability which it may have
under this Section 13 except to the extent that it has been prejudiced in
any
material respect by such failure or from any liability which it may have
otherwise). In case any such action is brought against any indemnified party,
and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent
it
may elect by written notice delivered to the indemnified party promptly (but,
in
any event, within 30 days) after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party. Notwithstanding the foregoing, the
indemnified party or parties shall have the right to employ its or their
own
counsel in any such case, but the fees and expenses of such counsel shall
be at
the expense of such indemnified party or parties unless (i) the employment
of
such counsel shall have been authorized in writing by one of the indemnifying
parties in connection with the defense of such action, (ii) the indemnifying
parties shall not have employed counsel to have charge of the defense of
such
action within a reasonable time after notice of commencement of the action,
or
(iii) such indemnified party or parties shall have reasonably concluded that
there is a conflict of interest between itself or themselves and the
indemnifying party in the conduct of the defense of any claim or that the
interests of the indemnified party or parties are not substantially co-extensive
with those of the indemnifying party (in which case the indemnifying parties
shall not have the right to direct the defense of such action on behalf of
the
indemnified party or parties), in any of which events such fees and expenses
shall be borne by the indemnifying parties (provided,
however,
that
the indemnifying party shall be liable only for the fees and expenses of
one
counsel in addition to one local counsel in the jurisdiction involved. Anything
in this subsection to the contrary notwithstanding, an indemnifying party
shall
not be liable for any settlement or any claim or action effected without
its
written consent; provided,
however,
that
such consent was not unreasonably withheld.
(d) If
the
indemnification provided for in paragraphs (a) and (b) of this Section 13
shall
for any reason be unavailable to an indemnified party in respect of any loss,
claim, damage or liability, or any action in respect thereof, referred to
in
Section 13, then the indemnifying party shall in lieu of indemnifying the
indemnified party contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or liability, or action in
respect
thereof, in such proportion as shall be appropriate to reflect the relative
benefits received by the Mortgage Loan Seller on the one hand and the Purchaser
on the other from the purchase and sale of the Mortgage Loans, the offering
of
the Certificates and the other transactions contemplated hereunder. No person
found liable for a fraudulent misrepresentation shall be entitled to
contribution from any person who is not also found liable for such fraudulent
misrepresentation.
(e) The
parties hereto agree that reliance by an indemnified party on any publicly
available information or any information or directions furnished by an
indemnifying party shall not constitute negligence, bad faith or willful
misconduct by such indemnified party.
SECTION
14. Notices.
All
demands, notices and communications hereunder shall be in writing but may
be
delivered by facsimile transmission subsequently confirmed in writing. Notices
to the Sponsor shall be directed to EMC Mortgage Corporation, 000 Xxxxxx
Xxxxx
Xxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000, (Telecopy: (972-444-2880)), and notices
to
the Purchaser shall be directed to Bear Xxxxxxx Asset Backed Securities I
LLC,
000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, (Telecopy: (212-272-7206)),
Attention: Chief Counsel; or to any other address as may hereafter be furnished
by one party to the other party by like notice. Any such demand, notice or
communication hereunder shall be deemed to have been received on the date
received at the premises of the addressee (as evidenced, in the case of
registered or certified mail, by the date noted on the return receipt) provided
that it is received on a business day during normal business hours and, if
received after normal business hours, then it shall be deemed to be received
on
the next business day.
SECTION
15. Transfer
of Mortgage Loans.
The
Purchaser retains the right to assign the Mortgage Loans and any or all of
its
interest under this Agreement to the Trustee without the consent of the Mortgage
Loan Seller, and, upon such assignment, the Trustee shall succeed to the
applicable rights and obligations of the Purchaser hereunder; provided,
however,
the
Purchaser shall remain entitled to the benefits set forth in Sections 11,
13 and
17 hereto and as provided in Section 2(a). Notwithstanding the foregoing,
the
sole and exclusive right and remedy of the Trustee with respect to a breach
of
representation or warranty of the Mortgage Loan Seller shall be the cure,
purchase or substitution obligations of the Sponsor contained in Sections
5 and
7 hereof.
SECTION
16. Termination.
This
Agreement may be terminated (a) by the mutual consent of the parties hereto
prior to the Closing Date, (b) by the Purchaser, if the conditions to the
Purchaser’s obligation to close set forth under Section 10(a) hereof are not
fulfilled as and when required to be fulfilled or (c) by the Mortgage Loan
Seller, if the conditions to the Mortgage Loan Seller’s obligation to close set
forth under Section 10(b) hereof are not fulfilled as and when required to
be
fulfilled. In the event of termination pursuant to clause (b), the Sponsor
(on
its own behalf as a Mortgage Loan Seller) shall pay, and in the event of
termination pursuant to clause (c), the Purchaser shall pay, all reasonable
out-of-pocket expenses incurred by the other in connection with the transactions
contemplated by this Agreement. In the event of a termination pursuant to
clause
(a), each party shall be responsible for its own expenses.
SECTION
17. Representations,
Warranties and Agreements to Survive Delivery.
All
representations, warranties and agreements contained in this Agreement, or
contained in certificates of officers of the Mortgage Loan Seller submitted
pursuant hereto, shall remain operative and in full force and effect and
shall
survive delivery of the Mortgage Loans to the Purchaser (and by the Purchaser
to
the Trustee). Subsequent to the delivery of the Mortgage Loans to the Purchaser,
the Sponsor’s representations and warranties contained herein with respect to
the Mortgage Loans shall be deemed to relate to the Mortgage Loans actually
delivered to the Purchaser and included in the Final Mortgage Loan Schedule
and
any Replacement Mortgage Loan and not to those Mortgage Loans deleted from
the
Preliminary Mortgage Loan Schedule pursuant to Section 3 hereof prior to
the
Closing.
SECTION
18. Severability.
If any
provision of this Agreement shall be prohibited or invalid under applicable
law,
this Agreement shall be ineffective only to such extent, without invalidating
the remainder of this Agreement.
SECTION
19. Counterparts.
This
Agreement may be executed in counterparts, each of which will be an original,
but which together shall constitute one and the same agreement.
SECTION
20. Amendment.
This
Agreement cannot be amended or modified in any manner without the prior written
consent of each party.
SECTION
21. GOVERNING
LAW.
THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF
THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF
OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
SECTION
22. Further
Assurances.
Each of
the parties agrees to execute and deliver such instruments and take such
actions
as another party may, from time to time, reasonably request in order to
effectuate the purpose and to carry out the terms of this Agreement including
any amendments hereto which may be required by either Rating
Agency.
SECTION
23. Successors
and Assigns.
(a) This
Agreement shall bind and inure to the benefit of and be enforceable by the
Mortgage Loan Seller and the Purchaser and their permitted successors and
assigns and, to the extent specified in Section 13 hereof, Bear Xxxxxxx,
and
their directors, officers and controlling persons (within the meaning of
federal
securities laws). The Mortgage Loan Seller acknowledges and agrees that the
Purchaser may assign its rights under this Agreement (including, without
limitation, with respect to the Sponsor’s representations and warranties
respecting the Mortgage Loans) to the Trustee. Any person into which the
Mortgage Loan Seller may be merged or consolidated (or any person resulting
from
any merger or consolidation involving the Mortgage Loan Seller), any person
resulting from a change in form of the Mortgage Loan Seller or any person
succeeding to the business of the Mortgage Loan Seller, shall be considered
the
“successor” of the Mortgage Loan Seller hereunder and shall be considered a
party hereto without the execution or filing of any paper or any further
act or
consent on the part of any party hereto. Except as provided in the two preceding
sentences, this Agreement cannot be assigned, pledged or hypothecated by
either
party hereto without the written consent of the other parties to this Agreement
and any such assignment or purported assignment shall be deemed null and
void.
SECTION
24. The
Mortgage Loan Seller.
The
Mortgage Loan Seller will keep in full force and effect its existence, all
rights and franchises as a corporation under the laws of the State of its
incorporation and will obtain and preserve its qualification to do business
as a
foreign corporation in each jurisdiction in which such qualification is
necessary to perform its obligations under this Agreement.
SECTION
25. Entire
Agreement.
This
Agreement contains the entire agreement and understanding between the parties
with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements, understandings, inducements and conditions, express
or implied, oral or written, of any nature whatsoever with respect to the
subject matter hereof.
SECTION
26. No
Partnership.
Nothing
herein contained shall be deemed or construed to create a partnership or
joint
venture between the parties hereto.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed
hereto
by their respective duly authorized officers as of the date first above
written.
EMC
MORTGAGE
CORPORATION
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By: | ||
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Name:
Title:
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BEAR
XXXXXXX ASSET BACKED
SECURITIES I LLC
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By: | ||
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Name:
Title:
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EXHIBIT
1
CONTENTS
OF MORTGAGE FILE
With
respect to each Mortgage Loan, the Mortgage File shall include each of the
following items, which shall be available for inspection by the Purchaser
or its
designee, and which shall be delivered to the Purchaser or its designee pursuant
to the terms of this Agreement.
(i) The
original Mortgage Note, including any riders thereto, endorsed without recourse
to the order of “U.S. Bank National Association”, as Trustee for
certificateholders of Bear Xxxxxxx Asset Backed Securities I LLC Asset-Backed
Certificates, Series 2006-AC3,” and showing to the extent available to the
Mortgage Loan Seller an unbroken chain of endorsements from the original
payee
thereof to the Person endorsing it to the Trustee;
(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 if the original is not available,
a
copy), with evidence of such recording indicated thereon (or if clause (x)
in
the proviso below applies, shall be in recordable form);
(iii) unless
the Mortgage Loan is a MOM Loan, the assignment (either an original or a
copy,
which may be in the form of a blanket assignment if permitted in the
jurisdiction in which the Mortgaged Property is located) to the Trustee of
the
Mortgage with respect to each Mortgage Loan in the name of “U.S. Bank National
Association”, as Trustee for certificateholders of Bear Xxxxxxx Asset Backed
Securities I LLC Asset-Backed Certificates, Series 2006-AC3,” which shall have
been recorded (or if clause (x) in the proviso below applies, shall be in
recordable form);
(iv) an
original or a copy of all intervening assignments of the Mortgage, if any,
to
the extent available to the Mortgage Loan Seller, with evidence of recording
thereon;
(v) the
original policy of title insurance or mortgagee’s certificate of title insurance
or commitment or binder for title insurance, if available, or a copy thereof,
or, in the event that such original title insurance policy is unavailable,
a
photocopy thereof, or in lieu thereof, a current lien search on the related
Mortgaged Property and
(vi) originals
or copies of all available assumption, modification or substitution agreements,
if any.
Provided,
however, that in lieu of the foregoing, the Mortgage Loan Seller may deliver
the
following documents, under the circumstances set forth below: (x) if any
Mortgage, assignment thereof to the Trustee or intervening assignments thereof
have been delivered or are being delivered to recording offices for recording
and have not been returned in time to permit their delivery as specified
above,
the Purchaser may deliver a true copy thereof with a certification by the
Mortgage Loan Seller or the title company issuing the commitment for title
insurance, on the face of such copy, substantially as follows: “Certified to be
a true and correct copy of the original, which has been transmitted for
recording”; and (y) in lieu of the Mortgage Notes relating to the Mortgage Loans
identified in the list set forth in Exhibit J to the Pooling and Servicing
Agreement, the Purchaser may deliver a lost note affidavit and indemnity
and a
copy of the original note, if available; 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 Purchaser, in lieu of delivering
the
above documents, may deliver to the Trustee and its Custodian a certification
of
a Servicing Officer to such effect and in such case shall deposit all amounts
paid in respect of such Mortgage Loans, in the Master Servicer Collection
Account or in the Distribution Account on the Closing Date. In the case of
the
documents referred to in clause (x) above, the Purchaser shall deliver such
documents to the Trustee or its Custodian promptly after they are received.
The
Sponsor (on its own behalf as a Mortgage Loan Seller) shall cause, at its
expense, the Mortgage and intervening assignments, if any, and to the extent
required in accordance with the foregoing, the assignment of the Mortgage
to the
Trustee to be submitted for recording promptly after the Closing Date; provided
that the Sponsor (on its own behalf as a Mortgage Loan Seller) need not cause
to
be recorded any assignment (a) in any jurisdiction under the laws of which,
as
evidenced by an Opinion of Counsel addressed to the Trustee delivered by
the
Sponsor (on its own behalf as a Mortgage Loan Seller) to the Trustee and
the
Rating Agencies, the recordation of such assignment is not necessary to protect
the Trustee’s interest in the related Mortgage Loan or (b) if MERS is identified
on the Mortgage or on a properly recorded assignment of the Mortgage as
mortgagee of record solely as nominee for Sponsor (on its own behalf as a
Mortgage Loan Seller) and its successors and assigns. In the event that the
Sponsor (on its own behalf as a Mortgage Loan Seller), the Purchaser or the
Master Servicer gives written notice to the Trustee that a court has
recharacterized the sale of the Mortgage Loans as a financing, the Sponsor
(on
its own behalf as a Mortgage Loan Seller) shall submit or cause to be submitted
for recording as specified above or, should the Sponsor (on its own behalf
as a
Mortgage Loan Seller) fail to perform such obligations, the Master Servicer
shall cause each such previously unrecorded assignment to be submitted for
recording as specified above at the expense of the Trust. In the event a
Mortgage File is released to the Company or the related Servicer as a result
of
such Person having completed a Request for Release, the Custodian shall,
if not
so completed, complete the assignment of the related Mortgage in the manner
specified in clause (iii) above.
EXHIBIT
2
MORTGAGE
LOAN SCHEDULE INFORMATION
The
Preliminary and Final Mortgage Loan Schedules shall set forth the following
information with respect to each Mortgage Loan:
(i) |
the
loan number;
|
(ii) |
the
loan group;
|
(iii) |
the
Servicer (or the Company, if it services the Mortgage Loan) and
the
Servicing Fee Rate;
|
(iv) |
the
Mortgage Rate in effect as of the Cut-off
Date;
|
(v) |
the
LPMI Fee, if applicable;
|
(vi) |
the
Net Mortgage Rate in effect as of the Cut-off
Date;
|
(vii) |
the
maturity date;
|
(viii) |
the
original principal balance;
|
(ix) |
the
Cut-off Date Balance;
|
(x) |
the
original term;
|
(xi) |
the
remaining term;
|
(xii) |
the
property type;
|
(xiii) |
the
MIN with respect to each Mortgage Loan;
and
|
(xiv) |
the
Prepayment Charge, if any.
|
Such
schedule shall also set forth the Cut-off Date Principal Balance for all
of the
related Mortgage Loans.
EXHIBIT
3
MORTGAGE
LOAN SELLER’S INFORMATION
All
information in the Prospectus Supplement described under the following captions:
“SUMMARY - The Mortgage Loans,” “THE MORTGAGE POOL,” “THE SPONSOR” and “SCHEDULE
A - Mortgage Loan Statistical Data.”
EXHIBIT
4
PURCHASER’S
INFORMATION
All
information in the Prospectus Supplement and the Prospectus, except the Mortgage
Loan Seller’s Information.
EXHIBIT
5
SCHEDULE
OF LOST NOTES
Available
Upon Request
EXHIBIT
6
REVISED
February 14, 0000
XXXXXXXX
X - STANDARD & POOR’S PREDATORY LENDING CATEGORIES
Standard
& Poor’s has categorized loans governed by anti-predatory lending laws in
the Jurisdictions listed below into three categories based upon a combination
of
factors that include (a) the risk exposure associated with the assignee
liability and (b) the tests and thresholds set forth in those laws. Note
that
certain loans classified by the relevant statute as Covered are included
in
Standard & Poor’s High Cost Loan Category because they included thresholds
and tests that are typical of what is generally considered High Cost by the
industry.
STANDARD
& POOR’S HIGH COST LOAN CATEGORIZATION
State/Jurisdiction
|
Name
of Anti-Predatory Lending Law/Effective Date
|
Category
under Applicable Anti-Predatory Lending Law
|
Arkansas
|
Arkansas
Home Loan Protection Act, Ark. Code Xxx. §§ 00-00-000 et
seq.
Effective
July 16, 2003
|
High
Cost Home Loan
|
Cleveland
Heights, OH
|
Ordinance
No. 72-2003 (PSH), Mun. Code §§ 757.01 et
seq.
Effective
June 2, 2003
|
Covered
Loan
|
Colorado
|
Consumer
Equity Protection, Colo. Stat. Xxx. §§ 5-3.5-101 et
seq.
Effective
for covered loans offered or entered into on or after January 1,
2003.
Other provisions of the Act took effect on June 7, 2002
|
Covered
Loan
|
Connecticut
|
Connecticut
Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746
et
seq.
Effective
October 1, 2001
|
High
Cost Home Loan
|
District
of Columbia
|
Home
Loan Protection Act, D.C. Code §§ 26-1151.01 et
seq.
Effective
for loans closed on or after January 28, 2003
|
Covered
Loan
|
Florida
|
Fair
Lending Act, Fla. Stat. Xxx. §§ 494.0078 et
seq.
Effective
October 2, 2002
|
High
Cost Home Loan
|
Georgia
(Oct. 1, 2002 - Mar. 6, 2003)
|
Georgia
Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et
seq.
|
High
Cost Home Loan
|
State/Jurisdiction
|
Name
of Anti-Predatory Lending Law/Effective Date
|
Category
under Applicable Anti-Predatory Lending Law
|
Effective
October 1, 2002 - March 6, 2003
|
||
Georgia
as amended (Mar. 7, 2003 - current)
|
Georgia
Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et
seq.
Effective
for loans closed on or after March 7, 2003
|
High
Cost Home Loan
|
HOEPA
Section 32
|
Home
Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
§§ 226.32 and 226.34
Effective
October 1, 1995, amendments October 1, 2002
|
High
Cost Loan
|
Illinois
|
High
Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et
seq.
Effective
January 1, 2004 (prior to this date, regulations under Residential
Mortgage License Act effective from May 14, 2001)
|
High
Risk Home Loan
|
Kansas
|
Consumer
Credit Code, Kan. Stat. Xxx. §§ 16a-1-101 et
seq.
Sections
16a-1-301 and 16a-3-207 became effective April 14, 1999; Section
16a-3-308a became effective July 1, 1999
|
High
Loan to Value Consumer Loan (id.§
16a-3-207) and;
|
High
APR Consumer Loan (id.
§
16a-3-308a)
|
||
Kentucky
|
2003
KY H.B. 000 - Xxxx Xxxx Xxxx Xxxx Xxx, Xx. Rev. Stat. §§ 360.100
et
seq.
Effective
June 24, 2003
|
High
Cost Home Loan
|
Maine
|
Truth
in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et
seq.
Effective
September 29, 1995 and as amended from time to time
|
High
Rate High Fee Mortgage
|
Massachusetts
|
Part
40 and Part 32, 209 C.M.R. §§ 32.00 et
seq.
and 209 C.M.R. §§ 40.01 et seq.
|
High
Cost Home Loan
|
STANDARD
& POOR'S HIGH COST LOAN CATEGORIZATION
State/Jurisdiction
|
Name
of Anti-Predatory Lending Law/Effective Date
|
Category
under Applicable Anti-Predatory Lending Law
|
Effective
March 22, 2001 and amended from time to time
|
||
Nevada
|
Assembly
Xxxx No. 284, Nev. Rev. Stat. §§ 598D.010 et
seq.
Effective
October 1, 2003
|
Home
Loan
|
New
Jersey
|
New
Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
et
seq.
Effective
for loans closed on or after November 27, 2003
|
High
Cost Home Loan
|
New
Mexico
|
Home
Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et
seq.
Effective
as of January 1, 2004; Revised as of February 26, 2004
|
High
Cost Home Loan
|
New
York
|
N.Y.
Banking Law Article 6-l
Effective
for applications made on or after April 1, 2003
|
High
Cost Home Loan
|
North
Carolina
|
Restrictions
and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
et
seq.
Effective
July 1, 2000; amended October 1, 2003 (adding open-end lines of
credit)
|
High
Cost Home Loan
|
Ohio
|
H.B.
386 (codified in various sections of the Ohio Code), Ohio Rev.
Code Xxx.
§§ 1349.25 et
seq.
Effective
May 24, 2002
|
Covered
Loan
|
Oklahoma
|
Consumer
Credit Code (codified in various sections of Title 14A)
Effective
July 1, 2000; amended effective January 1, 2004
|
Subsection
10 Mortgage
|
South
Carolina
|
South
Carolina High Cost and Consumer Home Loans Act, S.C. Code
|
High
Cost Home Loan
|
STANDARD
& POOR'S HIGH COST LOAN CATEGORIZATION
State/Jurisdiction
|
Name
of Anti-Predatory Lending Law/Effective Date
|
Category
under Applicable Anti-Predatory Lending Law
|
Xxx.
§§ 37-23-10 et seq.
Effective
for loans taken on or after January 1, 0000
|
||
Xxxx
Xxxxxxxx
|
Xxxx
Xxxxxxxx Residential Mortgage Lender, Broker and Servicer Act,
W. Va. Code
Xxx. §§ 31-17-1 et
seq.
Effective
June 5, 0000
|
Xxxx
Xxxxxxxx Mortgage Loan Act Loan
|
STANDARD
& POOR’S COVERED LOAN CATEGORIZATION
State/Jurisdiction
|
Name
of Anti-Predatory Lending Law/Effective Date
|
Category
under Applicable Anti-Predatory Lending Law
|
Georgia
(Oct. 1, 2002 - Mar. 6, 2003)
|
Georgia
Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et
seq.
Effective
October 1, 2002 - March 6, 2003
|
Covered
Loan
|
New
Jersey
|
New
Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
et
seq.
Effective
November 27, 2003 - July 5, 2004
|
Covered
Home Loan
|
STANDARD
& POOR’S HOME LOAN CATEGORIZATION
State/Jurisdiction
|
Name
of Anti-Predatory Lending Law/Effective Date
|
Category
under Applicable Anti-Predatory Lending Law
|
Georgia
(Oct. 1, 2002 - Mar. 6, 2003)
|
Georgia
Fair Lending Act, Ga. Code Xxx. §§ 7-6A-1 et
seq.
Effective
October 1, 2002 - March 6, 2003
|
Home
Loan
|
New
Jersey
|
New
Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
et
seq.
Effective
for loans closed on or after November 27, 2003
|
Home
Loan
|
STANDARD
& POOR’S HOME LOAN CATEGORIZATION
State/Jurisdiction
|
Name
of Anti-Predatory Lending Law/Effective Date
|
Category
under Applicable Anti-Predatory Lending Law
|
New
Mexico
|
Home
Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et
seq.
Effective
as of January 1, 2004; Revised as of February 26, 2004
|
Home
Loan
|
North
Carolina
|
Restrictions
and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
et
seq.
Effective
July 1, 2000; amended October 1, 2003 (adding open-end lines of
credit)
|
Consumer
Home Loan
|
South
Carolina
|
South
Carolina High Cost and Consumer Home Loans Act, S.C. Code Xxx.
§§ 37-23-10
et
seq.
Effective
for loans taken on or after January 1, 2004
|
Consumer
Home Loan
|
SCHEDULE
A
REQUIRED
RATINGS FOR EACH CLASS OF CERTIFICATES
Public
Certificates
Class
|
Moody’s
|
S&P
|
||
A-1
|
Aaa
|
AAA
|
||
A-2
|
Aaa
|
AAA
|
||
A-3
|
Aaa
|
AAA
|
||
A-4
|
Aaa
|
AAA
|
||
A-5
|
Aaa
|
AAA
|
||
A-6
|
Aaa
|
AAA
|
||
A-7
|
Aaa
|
AAA
|
||
X-0
|
Xx0
|
XXx
|
||
X-0
|
Xx0
|
XX
|
||
X-0
|
Xx0
|
XX-
|
||
X-0
|
A1
|
A+
|
||
M-5
|
A2
|
A
|
||
X-0
|
X0
|
X-
|
||
X-0
|
Xxx0
|
BBB+
|
||
M-8
|
Baa2
|
BBB
|
||
M-9
|
Baa3
|
BBB-
|
None
of
the above ratings has been lowered, qualified or withdrawn since the dates
of
issuance of such ratings by the Rating Agencies.
EXHIBIT
M
CLASS
I-A-1 CORRIDOR CONTRACT CONFIRMATION
DATE:
|
April
28, 2006
|
TO:
|
U.S.
Bank National Association, not individually, but solely as Trustee
on
behalf of Bear Xxxxxxx Asset Backed Securities I Trust 2006-AC3,
Asset-Backed Certificates, Series 2006-AC3
|
ATTENTION:
|
Xxxxxxxxx
Xxxxxx
|
TELEPHONE:
|
000-000-0000
|
FACSIMILE:
|
000-000-0000
|
FROM:
|
Derivatives
Documentation
|
TELEPHONE:
|
000-000-0000
|
FACSIMILE:
|
212-272
-9857
|
SUBJECT:
|
Fixed
Income Derivatives Confirmation and Agreement
|
REFERENCE
NUMBER:
|
FXNEC8134
|
The
purpose of this letter agreement (“Agreement”) is to confirm the terms and
conditions of the Transaction entered into on the Trade Date specified below
(the “Transaction”) between Bear Xxxxxxx Financial Products inc. (“BSFP”) and
U.S. Bank National Association, not individually, but solely as Trustee (the
“Trustee”) on behalf of the Bear Xxxxxxx Asset Backed Securities I Trust
2006-AC3, Asset-Backed Certificates, Series 2006-AC3 (“Counterparty”) under the
Pooling and Servicing Agreement, dated and effective as of April 1, 2006,
among
Bear Steams Asset Backed Securities I LLC, as Depositor, EMC Mortgage
Corporation, as Sponsor and Company, Xxxxx Fargo Bank, National Association,
as
Master Servicer and Securities Administrator, and U.S. Bank National
Association, as Trustee (the “Pooling and Servicing Agreement”). This Agreement,
which evidences a complete and binding agreement between you and us to enter
into the Transaction on the terms set forth below, constitutes a “Confirmation”
as referred to in the “ISDA Form Master Agreement” (as defined below), as well
as a “Schedule” as referred to in the ISDA Form Master Agreement.
1. This
Agreement is subject to the 2000
ISDA Definitions
(the
“Definitions”), as published by the international Swaps and Derivatives
Association, Inc. (“ISDA”). You and we have agreed to enter into this Agreement
in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement
(Multicurrency Cross Border) form (the “ISDA Form Master Agreement”) but,
rather. an ISDA Form Master Agreement shall be deemed to have been executed
by
you and us on the date we entered into the Transaction. In the event of any
inconsistency between the provisions of this Agreement and the Definitions
or
the ISDA Form Master Agreement, this Agreement shall prevail for purposes
of the
Transaction. Terms capitalized but not defined herein shall have the meanings
attributed to them in the Pooling and Servicing Agreement.
2. The
terms
of the particular Transaction to which this Confirmation relates are as
follows:
Type
of Transaction:
|
Rate
Cap
|
Notional
Amount:
|
With
respect to any Calculation Period, the lesser of (i) the amount
set forth
for such period in Schedule I attached hereto and (ii) the Certificate
Principal Balance of the Class I-A-1 Certificates at the beginning
of the
related Calculation Period.
|
Trade
Date:
|
April
12, 2006
|
Effective
Date:
|
May
25, 2006
|
Termination
Date:
|
July
25, 2013
|
Fixed
Amount (Premium):
|
|
Fixed
Rate Payer:
|
Counterparty
|
Fix
Rate Payer Payment Date:
|
April
28, 2006
|
Fixed
Amount:
|
USD
1,635,000
|
Floating
Amounts:
|
|
Floating
Rate Payer:
|
BSFP
|
Cap
Rate:
|
6.10000%
|
Floating
Rate Payer
Period
End Dates:
|
The
25th calendar day of each month during the Term of’ this Transaction,
commencing June 25, 2006 and ending on the Termination Date with
No
Adjustment.
|
Floating
Rate Payer
Payment
Dates:
|
Early
Payment shall be applicable. The Floating Rate Payer Payment Date
shall be
one Business Day preceding each Floating Rate Payer Period End
Date.
|
Floating
Rate Option:
|
USD-LIBOR-BBA,
provided, however, that if the Floating Rate Option for any Calculation
Period is greater than 9.10000% then the Floating Rate Option for
such
Calculation Period shall be deemed to be 9.10000%
|
Designated
Maturity:
|
One
month
|
Floating
Rate Day
Count
Fraction:
|
30/360
|
Reset
Dates:
|
The
first day of each Calculation Period.
|
Compounding:
|
Inapplicable
|
Business
Days:
|
New
York
|
Business
Day Convention:
|
Modified
Following
|
3. Additional
Provisions:
|
1)
Each party hereto is hereby advised and acknowledges that the other
party
has engaged in (or refrained from engaging in) substantial financial
transactions and has taken (or refrained from taking) other material
actions in reliance upon the entry by the parties into the Transaction
being entered into on the terms and conditions set forth herein
and in the
Confirmation relating to such Transaction, as applicable. This
paragraph
(1) shall be deemed repeated on the trade date of each
Transaction.
|
4. Provisions
Deemed Incorporated in a Schedule to the ISDA Form Master
Agreement:
1)
|
The
parties agree that subparagraph (ii) of Section 2(c) of the ISDA
Form
Master Agreement will apply to any
Transaction.
|
2)
|
Termination
Provisions.
For purposes of the ISDA Form Master
Agreement:
|
(a)
|
“Specified
Entity” is not applicable to BSFP or Counterparty for any
purpose.
|
(b)
|
“Breach
of Agreement” provision of Section 5(a)(ii) will not apply to BSFP or
Counterparty.
|
(c)
|
“Credit
Support Default” provisions of Section 5(a)(iii) will not apply to BSFP or
Counterparty.
|
(d)
|
“Misrepresentation”
provisions or Section 5(a)(iv) will not apply to BSFP or
Counterparty.
|
(e)
|
“Specified
Transaction” is not applicable to BSFP or Counterparty for any purpose,
and, accordingly, Section 5(a)(v) shall not apply to BSFP or
Counterparty.
|
(f)
|
The
“Cross Default” provisions of Section 5(a)(vi) will not apply to BSFP or
to Counterparty.
|
(g)
|
The
“Credit Event Upon Merger” provisions of Section 5(b)(iv) will not apply
to BSFP or Counterparty.
|
(h)
|
The
“Bankruptcy” provision of Section 5(a)(vii)(2) will not apply to
Counterparty.
|
(i)
|
The
“Automatic Early Termination” provision of Section 6(a) will not apply to
BSFP or to Counterparty.
|
(j)
|
Payments
on Early Termination. For the purpose of Section 6(e) of the ISDA
Form
Master Agreement:
|
(i) Market
Quotation will apply.
(ii) The
Second Method will apply.
(k)
|
“Termination
Currency” means United States
Dollars.
|
3) Tax
Representations.
(a)
Payer
Representations. For the purpose of Section 3(e) of the ISDA Form Master
Agreement, each of BSFP and the Counterparty will make the following
representations:
It
is not
required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any
deduction or withholding for or on account of any Tax from any payment (other
than interest under Section 2(e), 6(d)(ii) or 6(e) of the ISDA Form Master
Agreement) to be made by it to the other party under this Agreement. In making
this representation, it may rely on:
(i)
the
accuracy of any representations made by the other party pursuant to Section
3(f)
of the ISDA Form Master Agreement;
(ii)
the
satisfaction of the agreement contained in Sections 4(a)(i) and 4(a)(iii)
of the
ISDA Form Master Agreement and the accuracy and effectiveness of any document
provided by the other party pursuant to Sections 4(a)(i) and 4(a)(iii) of
the
ISDA Form Master Agreement; and
(iii)
the
satisfaction of the agreement of the other party contained in Section 4(d)
of
the ISDA Form Master Agreement, provided that it shall not be a breach of
this
representation where reliance is placed on clause (ii) and the other party
does
not deliver a form or document under Sections 4(a)(i) and 4(a)(iii) of the
ISDA
Form Master Agreement by reason of material prejudice to its legal or commercial
position.
(b)
Payee
Representations. For the purpose of Section 3(f) of the ISDA Form Master
Agreement, each of BSFP and the Counterparty make the following
representations.
The
following representation will apply to BSFP:
BSFP
is a
corporation organized under the laws of the State of Delaware and its U.S.
taxpayer identification number is 00-0000000.
The
following representation will apply to the Counterparty:
The
beneficial owner of the payments made to it under this Agreement is either
(i) a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of
United States Treasury Regulations) for United States federal income tax
purposes and an “Exempt recipient” within the meaning of section
1.6049-4(c)(1)(ii) of United States Treasury Regulations, or (ii) a “non-U.S.
branch of a foreign person” as that term) is used in section 1.1441-4(a)(3)(ii)
of the United States Treasury Regulations (the “Regulations) for United States
federal income tax purposes, and it is a “foreign person” as that term is used
in section 1.6041-4(a)(4) of the Regulations for United States federal income
tax purposes.
4) The
ISDA
Form Master Agreement is hereby amended as follows:
(a) The
word “third”
shall be replaced by the word “second” in the third line of Section 5(a)(i) of
the ISDA Form Master Agreement
5) Documents
to be Delivered.
For the
purpose of Section 4(a) of the ISDA Form Master Agreement:
(1) ax
forms,
documents, or certificates to be delivered are:
Party
required
to
deliver document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
|
BSFP
and the Counterparty
|
Any
document required or reasonably requested to allow the other party
to make
payments under this Agreement without any deduction or withholding
for or
on the account of any Tax or with such deduction or withholding
at a
reduced rate
|
Promptly
after the earlier of (i) reasonable demand by either party or (ii)
learning that such form or document is required
|
|
(2) Other
documents to be delivered are:
|
Party
required
to
deliver document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
Covered
by
Section
3(d)
Representation
|
BSFP
and the Counterparty
|
Any
documents required by the receiving party to evidence the authority
of the
delivering party or its Credit Support Provider, if any, for it
to execute
and deliver this Agreement, any Confirmation, and any Credit Support
Documents to which it is a party, and to evidence the authority
of the
delivering party or its Credit Support Provider to perform its
obligations
under this Agreement, such Confirmation and/or Credit Support Document,
as
the case may be
|
Upon
the execution and delivery of this Agreement
|
Yes
|
BSFP
and the Counterparty
|
A
certificate of an authorized officer of the party, as to the incumbency
and authority of the respective officers of the party signing this
Agreement, any relevant Credit Support Document, or any Confirmation,
as
the case may be
|
Upon
the execution and delivery of this Agreement
|
Yes
|
Counterparty
|
An
executed copy of the Pooling and Servicing Agreement/
|
Within
30 days after the date of this Agreement.
|
No
|
6) Miscellaneous.
Miscellaneous
(a)
|
Address
for Notices: For the purposes of Section 12(a) of the ISDA Form
Master
Agreement:
|
Address
for notices or communications to BSFP:
Address:
000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
Attention: DPC
Manager
Facsimile: 000-000-0000
with
a
copy to:
Address:
Xxx
Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000
Attention: Derivative
Operations 7th Floor
Facsimile: 000-000-0000
(For
all
purposes)
Address
for notices or communications to the Counterparty:
Address:
U.S.
Bank
National Association
US
Bank Corporate Trust Services
One
Federal Street, 0xx
Xxxxx
Xxxxxxxx:X-XX-XXX
Xxxxxx,
XX 00000-0000
Attention: Xxxxxxxxx
Xxxxxx
Facsimile: 000-000-0000
Phone:
000-000-0000
With
a
copy to:
Address: Xxxxx
Fargo Bank, NA.
0000
Xxx Xxxxxxxxx Xx.
Xxxxxxxx,
Xxxxxxxx 00000
Attention: Client
Manager/ BSABS 06-AC3
Facsimile: 000-000-0000
Telephone: 410-884-2000
(For
all
purposes)
(b) Process
Agent. For the purpose of Section 13(c) of the ISDA Form Master
Agreement:
BSFP
appoints as its
Process
Agent: Not
Applicable
The
Counterparty appoints as its
Process
Agent: Not
Applicable
(c)
|
Offices.
The provisions of Section 10(a) of the ISDA Form Master Agreement
will not
apply to this Agreement; neither BSFP nor the Counterparty have
any
Offices other than as set forth in the Notices Section and BSFP
agrees
that, for purposes of Section 6(b) of the ISDA Form Master Agreement,
it
shall not in future have any Office other than one in the United
States.
|
(d)
|
Multibranch
Party. For the purpose of Section 10(c) of the ISDA Form Master
Agreement:
|
BSFP
is
not a Multibranch Party.
The
Counterparty is not a Multibranch Party.
(e) Calculation
Agent. The Calculation Agent is BSFP.
(f) Credit
Support Document. Not applicable fox either BSFP or the
Counterparty.
(g) Credit
Support Provider.
BSFP:
Not Applicable
The
Counterparty: Not Applicable
(h) Governing
Law. The parties to this Agreement hereby agree that the law of the State
of New
York shall govern their rights and duties in whole, without regard to conflict
of law provisions thereof other than New York General Obligations Law Sections
5-1401 and 5-1402.
(i) Severability.
If any term, provision, covenant, or condition of this Agreement, or the
application thereof to any party or circumstance, shall be held to be invalid
or
unenforceable (in whole or in part) for any reason, the remaining terms,
provisions, covenants, and conditions hereof shall continue in full force
and
effect as if this Agreement had been executed with the invalid or unenforceable
portion eliminated, so long as this Agreement as so modified continues to
express, without material change, the original intentions of the parties
as to
the subject matter of this Agreement and the deletion of such portion of
this
Agreement will not substantially impair the respective benefits or expectations
of the parties.
The
parties shall endeavor to engage in good faith negotiations to replace any
invalid or unenforceable term, provision, covenant or condition with a valid
or
enforceable term, provision, covenant or condition, the economic effect of
which
comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.
(j) Consent
to Recording. Each party hereto consents to the monitoring or recording,
at any
time and from time to time, by the other party of any and all communications
between officers or employees of the parties, waives any further notice of
such
monitoring or recording, and agrees to notify its officers and employees
of such
monitoring or recording.
(k) Waiver
of
Jury Trial. Each party waives any right it may have to a trial by jury in
respect of any Proceedings relating to this Agreement or any Credit Support
Document.
7) “Affiliate”:
BSFP and Counterparty shall be deemed to not have any Affiliates for’ purposes
of this Agreement, including for purposes of Section 6(b)(ii) of the ISDA
Form
Master Agreement.
8) Section
3 of
the ISDA Form Master Agreement is hereby amended by adding at the end thereof
the following subsection (g):
“(g) Relationship
Between Parties.
Each
party represents to the other party on each date when it enters into a
Transaction that:—
(1)
Nonreliance.
It is
not relying on any statement or representation of the other party regarding
the
Transaction (whether written or oral), other than the representations expressly
made in this Agreement in respect of that Transaction.
(2)
Evaluation and Understanding.
(i)
It
has the capacity to evaluate (internally or through independent professional
advice) the Transaction and has made its own decision to enter into the
Transaction; and
(ii)
it
understands the terms, conditions and risks of the Transaction and is willing
and able to accept those terms and conditions and to assume those risks,
financially and otherwise.
(3)
Purpose.
It is
an “eligible swap participant” as such term is defined in Section 35.1(b)(2) of
the regulations (17 C.F.R 35) promulgated under, and an “eligible contract
participant” as defined in Section 1(a)(12) of, the Commodity Exchange Act, as
amended, and it is entering into the Transaction for the purposes of managing
its borrowings or investments, hedging its underlying assets or liabilities
or
in connection with a line of business.
(4)
Status
of Parties.
The
other party is not acting as agent, fiduciary or advisor for it in respect
of
the Transaction.”
9)
Trustee
Capacity.
It is
expressly understood and agreed by the parties hereto that (a) this Agreement
is
executed and delivered by U.S. Bank National Association (“U.S. Bank”), not
individually or personally but solely as Trustee, in the exercise of the
powers
and authority conferred and vested in it, (b) each of the representations,
undertakings and agreements herein made on the part of the Counterparty is
made
and intended not as personal representations, undertakings and agreements
by
U.S. Bank but is made and intended for the purpose of binding only the
Counterparty, (c) nothing herein contained shall be construed as creating
any
liability on U.S. Bank, individually or personally, to perform any covenant
either expressed or implied contained herein, all such liability, if any,
being
expressly waived by the parties hereto and by any Person claiming by, through
or
under the parties hereto and (d) under no circumstances shall U.S. Bank be
personally liable for the payment of any indebtedness or expenses of the
Counterparty or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Counterparty
under this Agreement or any other related documents.
10)
Proceedings.
BSFP
shall not institute against or cause any other person to institute against,
or
join any other person in instituting against, Bear Xxxxxxx Asset Backed
Securities I Trust 2006-AC3, Asset-Backed Certificates, Series 2006-AC3 or
U.S.
Bank National Association, not individually, but solely as Trustee any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any federal or state bankruptcy or similar law
for a
period of one year and one day (or, if longer, the applicable preference
period)
following payment in full of the Certificates.
11)
Set-off.
Notwithstanding any provision of this Agreement or any other existing or
future
agreement, each party irrevocably waives any and all rights it may have to
set
off, net, recoup or otherwise withhold or suspend or condition payment or
performance of any obligation between it and the other party hereunder against
any obligation between it and the other party under any other agreements.
The
provisions for Set-off set forth in Section 6(e) of the ISDA Form Master
Agreement shall not apply for purposes of this Transaction.
12)
Additional
Termination Events.
The
following Additional Termination Events will apply:
(a)
If a
Rating Agency Downgrade has occurred and BSFP has not, complied with Section
13
below, then an Additional Termination Event shall have occurred with respect
to
BSFP and BSFP shall be the sole Affected Party with respect to such an
Additional Termination Event;
(b)
If,
at any time, the Majority Class I-C Certificateholder purchases the Mortgage
Loans pursuant to Section 11.01 of the Pooling and Servicing Agreement, then
an
Additional Termination Event shall have occurred with respect to Counterparty
and Counterparty shall be the sole Affected Party with respect to such
Additional Termination Event; provided, however, that notwithstanding Section
6(b)(iv) of the ISDA Form Master Agreement, only Counterparty shall have
the
right to designate an Early Termination Date in respect of this Additional
Termination Event.
(c)
If,
upon the occurrence of a Swap Disclosure Event (as defined in paragraph 15
below) BSFP has not, within 10 Business Days after such Swap Disclosure Event
complied with any of the provisions set forth in clause (iii) of paragraph
15
below, then an Additional Termination Event shall have occurred with respect
to
BSFP and BSFP shall be the sole Affected Party with respect to such Additional
Termination Event.
13)
Rating
Agency Downgrade.
In the
event that BSFP’s long-term unsecured and unsubordinated debt rating is
withdrawn or reduced below “AA-” by Standard and Poor’s Ratings Services, Inc.,
a division of The XxXxxx-Xxxx Companies, inc. (“S&P”) or its long-term
unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by
Xxxxx’x Investors Service, Inc. (“Moody’s”) (and together with S&P, the
“Swap Rating Agencies”, and such rating thresholds as defined above, “Approved
Rating Thresholds”), then within 30 days after such rating withdrawal or
downgrade, BSFP shall, at its own expense, either (1) cause another entity
to
replace BSFP as party to this Agreement that meets or exceeds the Approved
Rating Thresholds on terms substantially similar to this Agreement or (ii)
obtain a guaranty of, or a contingent agreement of another person with the
Approved Rating Thresholds, to honor, BSFP’s obligations under this
Agreement.
14)
Additional
Provisions.
Notwithstanding the terms of Sections 5 and 6 of the ISDA Form Master Agreement,
if Counterparty has satisfied its payment obligations under Section 2(a)(i)
of
the ISDA Form Master Agreement, then unless BSFP is required pursuant to
appropriate proceedings to return to Counterparty or otherwise returns to
Counterparty upon demand of Counterparty any portion of such payment, (a)
the
occurrence of an event described in Section 5(a) of the ISDA Form Master
Agreement with respect to Counterparty shall not constitute an Event of Default
or Potential Event of Default with respect to Counterparty as the Defaulting
Party and (h) BSFP shall be entitled to designate an Early Termination Event
Pursuant to Section 6 of the ISDA Form Master Agreement only as a result
of a
Termination Event set forth in either Section 5(b)(i) or Section 5(b)(ii)
of the
ISDA Form Master Agreement with respect to BSFP as the Affected Party or
Section
5(b)(iii) of the ISDA Form Master Agreement with respect to BSFP as the Burdened
Party. For purposes of the Transaction to which this Agreement relates,
Counterparty’ s only obligation under Section 2(a)(i) of the ISDA Form Master
Agreement is to pay the Fixed Amount on the Fixed Rate Payer Payment
Date.
15)
Compliance with Regulation AB.
(i)
BSFP
agrees and acknowledges that Bear Xxxxxxx Asset Backed Securities I LLC
(“BSABS”) is required under Regulation AB as defined under the Pooling and
Servicing Agreement, to disclose certain financial information regarding
BSFP or
its group of affiliated entities, if applicable, depending on the aggregate
“significance percentage” of this Agreement and any other derivative contracts
between BSFP or its group of affiliated entities, if applicable, and
Counterparty, as calculated from time to time in accordance with Item 1115
of
Regulation AB.
(ii)
It
shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business
Day after the date hereof, BSABS requests from BSFP the applicable financial
information described in Item 1115 of Regulation AB (such request to be based
on
a reasonable determination by BSABS, in good faith, that such information
is
required under Regulation AB) (the “Swap Financial Disclosure”).
(iii)
Upon the occurrence of a Swap Disclosure Event, BSFP, at its own expense,
shall
(1)(a) either (i) provide to BSABS the current Swap Financial Disclosure
in an
XXXXX-compatible format (for example, such information may be provided in
Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii)
provide written consent to BSABS to incorporation by reference of such current
Swap Financial Disclosure that are filed with the Securities and Exchange
Commission in the reports of the Trust filed pursuant to the Exchange Act,
(b)
if applicable, cause its outside accounting firm to provide its consent to
filing or incorporation by reference of such accounting firm’s report relating
to their audits of such current Swap Financial Disclosure in the Exchange
Act
Reports of the Depositor, and (c) provide to the Depositor any updated Swap
Financial Disclosure with respect to BSFP or any entity that consolidates
BSFP
within five days of the release of any such updated Swap Financial Disclosure;
(2) secure another entity to replace BSFP as party to this Agreement on terms
substantially similar to this Agreement, which entity (or a guarantor therefor)
meets or exceeds the Approved Rating Thresholds and which satisfies the Rating
Agency Condition and which entity is able to comply with the requirements
of
Item 1115 of Regulation AB, or (3) obtain a guaranty of BSFP’s obligations under
this Agreement from an affiliate of BSFP that is able to comply with the
financial information disclosure requirements of Item 1115 of Regulation
AB, and
cause such affiliate to provide Swap Financial Disclosure and any future
Swap
Financial Disclosure, such that disclosure provided in respect of such affiliate
will satisfy any disclosure requirements applicable to the Swap
Provider.
(iv)
BSFP
agrees that, in the event that BSFP provides Swap Financial Disclosure to
BSABS
in accordance with clause (iii)(1) of paragraph 15 or causes its affiliate
to
provide Swap Financial Disclosure to BSABS in accordance with clause (iii)(3)
of
paragraph 15, it will indemnify and hold harmless BSABS, its respective
directors or officers and any person controlling BSABS, from and against
any and
all losses, claims, damages and liabilities caused by any untrue statement
or
alleged untrue statement of a material fact contained in such Swap Financial
Disclosure or caused by any omission or alleged omission to state in such
Swap
Financial Disclosure a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which
they
were made, not misleading.
(v)
If
BSABS reasonably requests, BSFP shall provide such other information as may
he
necessary for BSABS to comply with Item 1115 of Regulation AB.
(vi)
BSABS shall be an express third party beneficiary of this Agreement as if
a
party hereto to the extent of BSABS’ rights explicitly specified in this
paragraph 15.
NEITHER
THE BEAR XXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR
XXXXXXX COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT SUPPORT
PROVIDER ON THIS AGREEMENT.
5.
Account
Details and
Settlement
information:
|
Payments
to BSFP:
|
Citibank,
N.A., New York
|
|
ABA
Number: 000-0000-00, for the account of
|
|
Bear,
Xxxxxxx Securities Corp.
|
|
Account
Number: 0925-3186, for further credit to
|
|
Bear
Steams Financial Products Inc.
|
|
Sub-account
Number: 102-04654-1-3
|
|
Attention:
Derivatives Department
|
|
Payments
to Counterparty:
|
|
Xxxxx
Fargo Bank, N.A.
|
|
San
Francisco, CA
|
|
Bank
Number ABA: 000000000
|
|
Beneficiary
Account #: 0000000000
|
|
Beneficiary
Account Name: SAS Clearing
|
|
Reference:
FFC: BSABS 2006-AC3
|
|
Net
WAC Reserve Fund
|
|
SEI
Account 00000000
|
|
This
Agreement may be executed in several counterparts, each of which shall be
deemed
an original but all of which together shall constitute one and the same
instrument.
Counterparty
hereby agrees to check this Confirmation and to confirm that the foregoing
correctly sets forth the terms of the Transaction by signing in the space
provided below and returning to BSFP a facsimile of the fully-executed
Confirmation to 000-000-0000,
For
inquiries regarding U.S. Transactions, please contact Xxxxx
Xxxxxx
by
telephone at 000-000-0000.
For all
other inquiries please contact Derivatives
Documentation
by
telephone at 000-0-000-0000.
Originals will be provided for your execution upon your request.
We
are
very pleased to have executed this Transaction with you and we look forward
to
completing other transactions with you in the near future.
Very
truly yours,
BEAR
XXXXXXX FINANCIAL PRODUCTS INC.
By: | |||
|
|||
Name:
Xxxxxxx Xxxxxxx
Title:
Authorized Signatory
|
Counterparty,
acting through its duly authorized signatory, hereby agrees to, accepts and
confirms the terms of the foregoing as of the Trade Date,.
U.S.
BANK NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS TRUSTEE OF THE
BEAR
XXXXXXX ASSET BACKED SECURITIES I TRUST 2006-AC3, ASSET-BACKED CERTIFICATES,
SERIES 2006-AC3
By: | |||
|
|||
Name:
Title:
|
SCHEDULE
I
(except
for the Termination Date, all such dates subject to adjustment in
accordance
with the Business Day Convention)
From
and including
|
To
but excluding
|
Notional
Amount (USD)
|
||||
Effective
Date
|
6/25/2006
|
229,614,976.75
|
||||
6/25/2006
|
7/25/2006
|
227,084,931.18
|
||||
7/25/2006
|
8/25/2006
|
224,348,870.96
|
||||
8/25/2006
|
9/25/2006
|
221,411,941.60
|
||||
9/25/2006
|
10/25/2006
|
218,279,892.54
|
||||
10/2512006
|
11/25/2006
|
214,960,912.69
|
||||
11/25/2006
|
12/25/2006
|
211,461,964.01
|
||||
12/25/2006
|
1/25/2007
|
207,792,344.78
|
||||
1/25/2007
|
2/25/2007
|
203,960,891.15
|
||||
2/25/2007
|
3/25/2007
|
200,074,494.50
|
||||
3/25/2007
|
4/25/2007
|
196,260,467.84
|
||||
4/25/2007
|
5/25/2007
|
192,517,814.82
|
||||
5/25/2007
|
6/25/2007
|
188,845,290.31
|
||||
6/25/2007
|
7/25/2007
|
185,241,587.38
|
||||
7/25/2007
|
8/25/2007
|
181,705,423.35
|
||||
8/25/2007
|
9/25/2007
|
178,235,539.37
|
||||
9/25/2007
|
10/25/2007
|
174,830,699.98
|
||||
10/25/2007
|
11/25/2007
|
171,489,692.64
|
||||
11/25/2007
|
12/25/2007
|
168,211,327.35
|
||||
12/25/2007
|
1/25/2008
|
164,994,436.19
|
||||
1/25/2008
|
2/25/2008
|
161,837,872.96
|
||||
2/25/2008
|
3/25/2008
|
158,740,512.73
|
||||
.3/25/2008
|
4/25/2008
|
155,701,251.48
|
||||
4/25/2008
|
5/25/2008
|
152,719,005.67
|
||||
5/25/2008
|
6/25/2008
|
149,792,711.94
|
||||
6/2,5/2008
|
7/25/2008
|
146,921,326.63
|
||||
7/25/2008
|
8/25/2008
|
144,103,825.50
|
||||
8/25/2008
|
9/25/2008
|
141,339,203.36
|
||||
9/25/2008
|
10/25/2008
|
138,626,473.64
|
||||
10/25/2008
|
11/25/2008
|
135,964,668.17
|
||||
11/25/2008
|
12/25/2008
|
133,352,836.71
|
||||
12/25/2008
|
1/25/2009
|
130,790,046.73
|
||||
1/25/2009
|
2/25/2009
|
128,275,383.00
|
||||
2/25/2009
|
3/2.5/2009
|
125,807,947.31
|
||||
3/25/2009
|
4/25/2009
|
123,386,858.14
|
||||
4/25/2009
|
5/25/2009
|
121,011,250.37
|
||||
5/25/2009
|
6/25/2009
|
118,680,274.94
|
||||
6/25/2009
|
7/25/2009
|
116,393,098.59
|
||||
7/25/2009
|
8/25/2009
|
114,148,903.55
|
||||
8/25/2009
|
9/25/2009
|
111,946,887.25
|
||||
9/25/2009
|
10/25/2009
|
109,786,262.03
|
||||
10/25/2009
|
11/25/2009
|
107,666,254.90
|
||||
11/25/2009
|
12/25/2009
|
105,586,107.23
|
||||
12/25/2009
|
1/25/2010
|
103,545,074.50
|
||||
1/25/2010
|
2/25/2010
|
101,542,426.03
|
||||
2/25/2010
|
3/25/2010
|
99,577,444.74
|
||||
3/25/2010
|
4/25/2010
|
97,649,426.87
|
||||
4/25/2010
|
5/25/2010
|
95,757,681.78
|
||||
5/25/2010
|
6/25/2010
|
93,901,531.63
|
||||
6/25/2010
|
7/25/2010
|
92,080,311.25
|
||||
7/25/2010
|
8/25/2010
|
90,293,367.78
|
||||
8/25/2010
|
9/25/2010
|
88,540,060.56
|
||||
9/25/2010
|
10/25/2010
|
86,819,760.82
|
||||
10/25/2010
|
11/25/2010
|
85,131,199.98
|
||||
11/25/2010
|
12/25/2010
|
83,474,444.82
|
||||
12/25/2010
|
1/25/2011
|
81,848,900.51
|
||||
1/25/2011
|
2/25/2011
|
80,253,277.15
|
||||
2/25/2011
|
3/25/2011
|
78,687,730.17
|
||||
3/25/2011
|
4/25/2011
|
77,151,347.58
|
||||
4/25/2011
|
5/25/2011
|
75,643,716.05
|
||||
5/25/2011
|
6/25/2011
|
74,164,521.36
|
||||
6/25/2011
|
7/25/2011
|
72,713,231.20
|
||||
7/25/2011
|
8/25/2011
|
71,289,323.18
|
||||
8/25/2011
|
9/25/2011
|
69,892,284.65
|
||||
9/25/2011
|
10/25/2011
|
68,521,612.50
|
||||
10/25/2011
|
11/25/2011
|
67,176,812.99
|
||||
11/25/2011
|
12/25/2011
|
65,857,401.58
|
||||
12/25/2011
|
1/25/2012
|
64,562,902.76
|
||||
1/25/2012
|
2/25/2012
|
63,292,849.88
|
||||
2/25/2012
|
3/25/2012
|
62,046,784.98
|
||||
3/25/2012
|
4/25/2012
|
60,824,258.64
|
||||
4/25/2012
|
5/25/2012
|
59,624,829.80
|
||||
5/25/2012
|
6/25/2012
|
58,448,065.64
|
||||
6/25/2012
|
7/25/2012
|
57,293,541.40
|
||||
7/25/2012
|
8/25/2012
|
56,160,840.22
|
||||
8/25/2012
|
9/25/2012
|
55,049,553.04
|
||||
9/25/2012
|
10/25/2012
|
53,959,278.40
|
||||
10/25/2012
|
11/25/2012
|
52,889,622.34
|
||||
11/25/2012
|
12/25/2012
|
51,840,198.23
|
||||
12/25/2012
|
1/25/2013
|
50,810,626.67
|
||||
1/25/2013
|
2/25/2013
|
49,800,535.32
|
||||
2/25/2013
|
3/25/2013
|
48,809,558.79
|
||||
3/25/2013
|
4/25/2013
|
47,837,338.49
|
||||
4/25/2013
|
5/25/2013
|
46,883,522.54
|
||||
5/25/2013
|
6/25/2013
|
45,947,765.61
|
||||
6/25/2013
|
Termination
Date
|
45,029,728.81
|
EXHIBIT
N
CLASS
II-A-1 CORRIDOR CONTRACT CONFIRMATION
DATE:
|
April
28, 2006
|
TO:
|
U.S.
Bank National Association, not individually, but solely as Trustee
on
behalf of Bear Xxxxxxx Asset Backed Securities I Trust 2006-AC3,
Asset-Backed Certificates, Series 2006-AC3
|
ATTENTION:
|
Xxxxxxxxx
Xxxxxx
|
TELEPHONE:
|
000-000-0000
|
FACSIMILE:
|
000-000-0000
|
FROM:
|
Derivatives
Documentation
|
TELEPHONE:
|
000-000-0000
|
FACSIMILE:
|
212-272
-9857
|
SUBJECT:
|
Fixed
Income Derivatives Confirmation and Agreement
|
REFERENCE
NUMBER:
|
FXNEC8157
|
The
purpose of this letter agreement (“Agreement”) is to confirm the terms and
conditions of the Transaction entered into on the Trade Date specified below
(the “Transaction”) between Bear Xxxxxxx Financial Products inc. (“BSFP”) and
U.S. Bank National Association, not individually, but solely as Trustee (the
“Trustee”) on behalf of the Bear Xxxxxxx Asset Backed Securities I Trust
2006-AC3, Asset-Backed Certificates, Series 2006-AC3 (“Counterparty”) under the
Pooling and Servicing Agreement, dated and effective as of April 1, 2006,
among
Bear Steams Asset Backed Securities I LLC, as Depositor, EMC Mortgage
Corporation, as Sponsor and Company, Xxxxx Fargo Bank, National Association,
as
Master Servicer and Securities Administrator, and U.S. Bank National
Association, as Trustee (the “Pooling and Servicing Agreement”). This Agreement,
which evidences a complete and binding agreement between you and us to enter
into the Transaction on the terms set forth below, constitutes a “Confirmation”
as referred to in the “ISDA Form Master Agreement” (as defined below), as well
as a “Schedule” as referred to in the ISDA Form Master Agreement.
1. This
Agreement is subject to the 2000
ISDA Definitions
(the
“Definitions”), as published by the international Swaps and Derivatives
Association, Inc. (“ISDA”). You and we have agreed to enter into this Agreement
in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement
(Multicurrency Cross Border) form (the “ISDA Form Master Agreement”) but,
rather. an ISDA Form Master Agreement shall be deemed to have been executed
by
you and us on the date we entered into the Transaction. In the event of any
inconsistency between the provisions of this Agreement and the Definitions
or
the ISDA Form Master Agreement, this Agreement shall prevail for purposes
of the
Transaction. Terms capitalized but not defined herein shall have the meanings
attributed to them in the Pooling and Servicing Agreement.
2. The
terms
of the particular Transaction to which this Confirmation relates are as
follows:
Type
of Transaction
|
Rate
Cap
|
Notional
Amount
|
With
respect to any Calculation Period, the lesser of (i) the amount
set forth
for such period in Schedule I attached hereto and (ii) the Certificate
Principal Balance of the Class II-A-1 Certificates at the beginning
of the
related Calculation Period.
|
Trade
Date:
|
April
20, 2006
|
Effective
Date:
|
May
25, 2006
|
Termination
Date:
|
July
25, 2013
|
Fixed
Amount (Premium):
|
|
Fixed
Rate Payer:
|
Counterparty
|
Fixed
Rate Payer Payment Date:
|
April
28, 2006
|
Fixed
Amount:
|
USD
1,450,000
|
Floating
Amounts:
|
|
Floating
Rate Payer:
|
BSFP
|
Cap
Rate:
|
6.0000%
|
Floating
Rate Payer
Period
End Dates:
|
The
25th calendar day of each month during the Term of this Transaction,
commencing June 25, 2006 and ending on the Termination Date with
No
Adjustment.
|
Floating
Rate Payer
Payment
Dates:
|
Early
Payment shall be applicable. The Floating Rate Payer Payment Date
shall be
one Business Day preceding each Floating Rate Payer Period End
Date.
|
Floating
Rate Option:
|
USD-LIBOR-BBA,
provided, however, that if the Floating Rate Option for any Calculation
Period is greater than 9.00000% then the Floating Rate Option for
such
Calculation Period shall be deemed to be 9.00000%
|
Designated
Maturity:
|
One
month
|
Floating
Rate Day
Count
Fraction:
|
30/360
|
Reset
Dates:
|
The
first day of each Calculation Period.
|
Compounding:
|
Inapplicable
|
Business
Days:
|
New
York
|
Business
Day Convention:
|
Modified
Following
|
3. Additional
Provisions:
|
1)
Each party hereto is hereby advised and acknowledges that the other
party
has engaged in (or refrained from engaging in) substantial financial
transactions and has taken (or refrained from taking) other material
actions in reliance upon the entry by the parties into the Transaction
being entered into on the terms and conditions set forth herein
and in the
Confirmation relating to such Transaction, as applicable. This
paragraph
(1) shall be deemed repeated on the trade date of each
Transaction.
|
4. |
Provisions
Deemed Incorporated in a Schedule to the ISDA Form Master
Agreement:
|
1)
|
The
parties agree that subparagraph (ii) of Section 2(c) of the ISDA
Form
Master Agreement will apply to any
Transaction.
|
2)
|
Termination
Provisions.
For purposes of the ISDA Form Master
Agreement:
|
(a)
|
“Specified
Entity” is not applicable to BSFP or Counterparty for any
purpose.
|
(b)
|
“Breach
of Agreement” provision of Section 5(a)(ii) will not apply to BSFP or
Counterparty.
|
(c)
|
“Credit
Support Default” provisions of Section 5(a)(iii) will not apply to BSFP or
Counterparty.
|
(d)
|
“Misrepresentation”
provisions or Section 5(a)(iv) will not apply to BSFP or
Counterparty.
|
(e)
|
“Specified
Transaction” is not applicable to BSFP or Counterparty for any purpose,
and, accordingly, Section 5(a)(v) shall not apply to BSFP or
Counterparty.
|
(f)
|
The
“Cross Default” provisions of Section 5(a)(vi) will not apply to BSFP or
to Counterparty.
|
(g)
|
The
“Credit Event Upon Merger” provisions of Section 5(b)(iv) will not apply
to BSFP or Counterparty.
|
(h)
|
The
“Bankruptcy” provision of Section 5(a)(vii)(2) will not apply to
Counterparty.
|
(i)
|
The
“Automatic Early Termination” provision of Section 6(a) will not apply to
BSFP or to Counterparty.
|
(j)
|
Payments
on Early Termination. For the purpose of Section 6(e) of the ISDA
Form
Master Agreement:
|
(i) |
Market
Quotation will apply.
|
(ii) |
The
Second Method will apply.
|
(k)
|
“Termination
Currency” means United States
Dollars.
|
3) Tax
Representations.
(a)
Payer
Representations. For the purpose of Section 3(e) of the ISDA Form Master
Agreement, each of BSFP and the Counterparty will make the following
representations:
It
is not
required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any
deduction or withholding for or on account of any Tax from any payment (other
than interest under Section 2(e), 6(d)(ii) or 6(e) of the ISDA Form Master
Agreement) to be made by it to the other party under this Agreement. In making
this representation, it may rely on:
(i)
the
accuracy of any representations made by the other party pursuant to Section
3(f)
of the ISDA Form Master Agreement;
(ii)
the
satisfaction of the agreement contained in Sections 4(a)(i) and 4(a)(iii)
of the
ISDA Form Master Agreement and the accuracy and effectiveness of any document
provided by the other party pursuant to Sections 4(a)(i) and 4(a)(iii) of
the
ISDA Form Master Agreement; and
(iii)
the
satisfaction of the agreement of the other party contained in Section 4(d)
of
the ISDA Form Master Agreement, provided that it shall not be a breach of
this
representation where reliance is placed on clause (ii) and the other party
does
not deliver a form or document under Sections 4(a)(i) and 4(a)(iii) of the
ISDA
Form Master Agreement by reason of material prejudice to its legal or commercial
position.
(b)
Payee
Representations. For the purpose of Section 3(f) of the ISDA Form Master
Agreement, each of BSFP and the Counterparty make the following
representations.
The
following representation will apply to BSFP:
BSFP
is a
corporation organized under the laws of the State of Delaware and its U.S.
taxpayer identification number is 00-0000000.
The
following representation will apply to the Counterparty:
The
beneficial owner of the payments made to it under this Agreement is either
(i) a
“U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United
States Treasury Regulations) for United States federal income tax purposes
and
an “Exempt recipient” within the meaning of section 1.6049-4(c)(1)(ii) of United
States Treasury Regulations, or (ii) a “non-U.S. branch of a foreign person” as
that tern) is used in section 1. 1441-4(a)(3)(ii) of the United States Treasury
Regulations (the “Regulations) for United States federal income tax purposes,
and it is a “foreign person” as that term is used in section 1.6041-4(a)(4) of
the Regulations for United States federal income tax purposes.
4) The
ISDA
Form Master Agreement is hereby amended as follows:
(a)
The
word “third” shall be replaced by the word “second” in the third line of Section
5(a)(i) of the ISDA Form Master Agreement
5) Documents
to be Delivered.
For the
purpose of Section 4(a) of the ISDA Form Master Agreement:
(1) Tax
forms, documents, or certificates to be delivered are:
Party
required to deliver
document
|
Form/Document/
Certificate
|
Date
by which
to
be delivered
|
|
BSFP
and the Counterparty
|
Any
document required or reasonably requested to allow the other party
to make
payments under this Agreement without any deduction or withholding
for or
on the account of any Tax or with such deduction or withholding
at a
reduced rate
|
Promptly
after the earlier of (i) reasonable demand by either party or (ii)
learning that such form or document is required
|
|
(2) Other
documents to be delivered are:
|
Party
required
to
deliver document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
Covered
by Section 3(d)
Representation
|
BSFP
and the Counterparty
|
Any
documents required by the receiving party to evidence the authority
of the
delivering party or its Credit Support Provider, if any, for it
to execute
and deliver this Agreement, any Confirmation, and any Credit Support
Documents to which it is a party, and to evidence the authority
of the
delivering party or its Credit Support Provider to perform its
obligations
under this Agreement, such Confirmation and/or Credit Support Document,
as
the case may be
|
Upon
the execution and delivery of this Agreement
|
Yes
|
BSFP
and the Counterparty
|
A
certificate of an authorized officer of the party, as to the incumbency
and authority of the respective officers of the party signing this
Agreement, any relevant Credit Support Document, or any Confirmation,
as
the case may be
|
Upon
the execution and delivery of this Agreement
|
Yes
|
Counterparty
|
An
executed copy of the Pooling and Servicing Agreement/
|
Within
30 days after the date of this Agreement.
|
No
|
6) Miscellaneous.
Miscellaneous
(a)
|
Address
for Notices: For the purposes of Section 12(a) of the ISDA Form
Master
Agreement:
|
Address
for notices or communications to BSFP:
Address:
000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
Attention: DPC
Manager
Facsimile: 000-000-0000
with
a
copy to:
Address: Xxx
Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000
Attention:
Derivative
Operations 7th Floor
Facsimile: 000-000-0000
(For
all
purposes)
Address
for notices or communications to the Counterparty:
Address: U.S.
Bank
National Association
US
Bank
Corporate Trust Services
One
Xxxxxxx Xxxxxx, 0xx
Xxxxx
Mailcode:
E-MA-FED
Boston,
MA 02110-2004
Attention: Xxxxxxxxx
Xxxxxx
Facsimile:
000-000-0000
Phone: 000-000-0000
With
a
copy to:
Address: Xxxxx
Fargo Bank, NA.
0000
Xxx
Xxxxxxxxx Xx.
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Client
Manager/ BSABS 06-AC3
Facsimile: 000-000-0000
Telephone: 410-884-2000
(For
all
purposes)
(b) Process
Agent. For the purpose of Section 13(c) of the ISDA Form Master
Agreement:
BSFP
appoints as its
Process
Agent: Not
Applicable
The
Counterparty appoints as its
Process
Agent: Not
Applicable
(c)
|
Offices.
The provisions of Section 10(a) of the ISDA Form Master Agreement
will not
apply to this Agreement; neither BSFP nor the Counterparty have
any
Offices other than as set forth in the Notices Section and BSFP
agrees
that, for purposes of Section 6(b) of the ISDA Form Master Agreement,
it
shall not in future have any Office other than one in the United
States.
|
(d)
|
Multibranch
Party. For the purpose of Section 10(c) of the ISDA Form Master
Agreement:
|
BSFP
is
not a Multibranch Party.
The
Counterparty is not a Multibranch Party.
(e) Calculation
Agent. The Calculation Agent is BSFP.
(f) Credit
Support Document. Not applicable fox either BSFP or the
Counterparty.
(g) Credit
Support Provider.
BSFP:
Not
Applicable
The
Counterparty: Not Applicable
(h) Governing
Law. The parties to this Agreement hereby agree that the law of the State
of New
York shall govern their rights and duties in whole, without regard to conflict
of law provisions thereof other than New York General Obligations Law Sections
5-1401 and 5-1402.
(i) Severability.
If any term, provision, covenant, or condition of this Agreement, or the
application thereof to any party or circumstance, shall be held to be invalid
or
unenforceable (in whole or in part) for any reason, the remaining terms,
provisions, covenants, and conditions hereof shall continue in full force
and
effect as if this Agreement had been executed with the invalid or unenforceable
portion eliminated, so long as this Agreement as so modified continues to
express, without material change, the original intentions of the parties
as to
the subject matter of this Agreement and the deletion of such portion of
this
Agreement will not substantially impair the respective benefits or expectations
of the parties.
The
parties shall endeavor to engage in good faith negotiations to replace any
invalid or unenforceable term, provision, covenant or condition with a valid
or
enforceable term, provision, covenant or condition, the economic effect of
which
comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.
(j) Consent
to Recording. Each party hereto consents to the monitoring or recording,
at any
time and from time to time, by the other party of any and all communications
between officers or employees of the parties, waives any further notice of
such
monitoring or recording, and agrees to notify its officers and employees
of such
monitoring or recording.
(k) Waiver
of
Jury Trial. Each party waives any right it may have to a trial by jury in
respect of any Proceedings relating to this Agreement or any Credit Support
Document.
7)
“Affiliate”: BSFP and Counterparty shall be deemed to not have any Affiliates
for’ purposes of this Agreement, including for purposes of Section 6(b)(ii) of
the ISDA Form Master Agreement.
8)
Section 3 of the ISDA Form Master Agreement is hereby amended by adding at
the
end thereof the following subsection (g):
“(g) Relationship
Between Parties.
Each
party represents to the other party on each date when it enters into a
Transaction that:—
(1)
Nonreliance.
It is
not relying on any statement or representation of the other party regarding
the
Transaction (whether written or oral), other than the representations expressly
made in this Agreement in respect of that Transaction.
(2)
Evaluation and Understanding.
(i)
It
has the capacity to evaluate (internally or through independent professional
advice) the Transaction and has made its own decision to enter into the
Transaction; and
(ii)
it
understands the terms, conditions and risks of the Transaction and is willing
and able to accept those terms and conditions and to assume those risks,
financially and otherwise.
(3)
Purpose.
It is
an “eligible swap participant” as such term is defined in Section 35. 1(b)(2) of
the regulations (17 C.F.R 35) promulgated under, and an “eligible contract
participant” as defined in Section 1(a)(12) of, the Commodity Exchange Act, as
amended, and it is entering into the Transaction for the purposes of managing
its borrowings or investments, hedging its underlying assets or liabilities
or
in connection with a line of business.
(4)
Status
of Parties.
The
other party is not acting as agent, fiduciary or advisor for it in respect
of
the Transaction.”
9)
Trustee
Capacity.
It is
expressly understood and agreed by the parties hereto that (a) this Agreement
is
executed and delivered by U.S. Bank National Association (“U.S. Bank”), not
individually or personally but solely as Trustee, in the exercise of the
powers
and authority conferred and vested in it, (b) each of the representations,
undertakings and agreements herein made on the part of the Counterparty is
made
and intended not as personal representations, undertakings and agreements
by
U.S. Bank but is made and intended for the purpose of binding only the
Counterparty, (c) nothing herein contained shall be construed as creating
any
liability on U.S. Bank, individually or personally, to perform any covenant
either expressed or implied contained herein, all such liability, if any,
being
expressly waived by the parties hereto and by any Person claiming by, through
or
under the parties hereto and (d) under no circumstances shall U.S. Bank be
personally liable for the payment of any indebtedness or expenses of the
Counterparty or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Counterparty
under this Agreement or any other related documents.
10)
Proceedings.
BSFP
shall not institute against or cause any other person to institute against,
or
join any other person in instituting against, Bear Xxxxxxx Asset Backed
Securities I Trust 2006-AC3, Asset-Backed Certificates, Series 2006-AC3 or
U.S.
Bank National Association, not individually, but solely as Trustee any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any federal or state bankruptcy or similar law
for a
period of one year and one day (or, if longer, the applicable preference
period)
following payment in full of the Certificates.
11)
Set-off.
Notwithstanding any provision of this Agreement or any other existing or
future
agreement, each party irrevocably waives any and all rights it may have to
set
off, net, recoup or otherwise withhold or suspend or condition payment or
performance of any obligation between it and the other party hereunder against
any obligation between it and the other party under any other agreements.
The
provisions for Set-off set forth in Section 6(e) of the ISDA Form Master
Agreement shall not apply for purposes of this Transaction.
12)
Additional
Termination Events.
The
following Additional Termination Events will apply:
(a)
If a
Rating Agency Downgrade has occurred and BSFP has not, complied with Section
13
below, then an Additional Termination Event shall have occurred with respect
to
BSFP and BSFP shall be the sole Affected Party with respect to such an
Additional Termination Event;
(b)
If,
at any time, the Majority Class I-C Certificateholder purchases the Mortgage
Loans pursuant to Section 11.01 of the Pooling and Servicing Agreement, then
an
Additional Termination Event shall have occurred with respect to Counterparty
and Counterparty shall be the sole Affected Party with respect to such
Additional Termination Event; provided, however, that notwithstanding Section
6(b)(iv) of the ISDA Form Master Agreement, only Counterparty shall have
the
right to designate an Early Termination Date in respect of this Additional
Termination Event;
(c)
If,
upon the occurrence of a Swap Disclosure Event (as defined in paragraph 15
below) BSFP has not, within 10 Business Days after such Swap Disclosure Event
complied with any of the provisions set forth in clause (iii) of paragraph
15
below, then an Additional Termination Event shall have occurred with respect
to
BSFP and BSFP shall be the sole Affected Party with respect to such Additional
Termination Event.
13)
Rating
Agency Downgrade.
In the
event that BSFP’s long-term unsecured and unsubordinated debt rating is
withdrawn or reduced below “AA-” by Standard and Poor’s Ratings Services, Inc.,
a division of The XxXxxx-Xxxx Companies, inc. (“S&P”) or its long-term
unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by
Xxxxx’x Investors Service, Inc. (“Moody’s”) (and together with S&P, the
“Swap Rating Agencies”, and such rating thresholds as defined above, “Approved
Rating Thresholds”), then within 30 days after such rating withdrawal or
downgrade, BSFP shall, at its own expense, either (1) cause another entity
to
replace BSFP as party to this Agreement that meets or exceeds the Approved
Rating Thresholds on terms substantially similar to this Agreement or (ii)
obtain a guaranty of, or a contingent agreement of another person with the
Approved Rating Thresholds, to honor, BSFP’s obligations under this
Agreement.
14)
Additional
Provisions.
Notwithstanding the terms of Sections 5 and 6 of the ISDA Form Master Agreement,
if Counterparty has satisfied its payment obligations under Section 2(a)(i)
of
the ISDA Form Master Agreement, then unless BSFP is required pursuant to
appropriate proceedings to return to Counterparty or otherwise returns to
Counterparty upon demand of Counterparty any portion of such payment, (a)
the
occurrence of an event described in Section 5(a) of the ISDA Form Master
Agreement with respect to Counterparty shall not constitute an Event of Default
or Potential Event of Default with respect to Counterparty as the Defaulting
Party and (h) BSFP shall be entitled to designate an Early Termination Event
Pursuant to Section 6 of the ISDA Form Master Agreement only as a result
of a
Termination Event set forth in either Section 5(b)(i) or Section 5(b)(ii)
of the
ISDA Form Master Agreement with respect to BSFP as the Affected Party or
Section
5(b)(iii) of the ISDA Form Master Agreement with respect to BSFP as the Burdened
Party. For purposes of the Transaction to which this Agreement relates,
Counterparty’ s only obligation under Section 2(a)(i) of the ISDA Form Master
Agreement is to pay the Fixed Amount on the Fixed Rate Payer Payment
Date.
15)
Compliance with Regulation AB.
(i)
BSFP
agrees and acknowledges that Bear Xxxxxxx Asset Backed Securities I LLC
(“BSABS”) is required under Regulation AB as defined under the Pooling and
Servicing Agreement, to disclose certain financial information regarding
BSFP or
its group of affiliated entities, if applicable, depending on the aggregate
“significance percentage” of this Agreement and any other derivative contracts
between BSFP or its group of affiliated entities, if applicable, and
Counterparty, as calculated from time to time in accordance with Item 1115
of
Regulation AB.
(ii)
It
shall be a swap disclosure event (“Swap Disclosure Event”) if, on any Business
Day after the date hereof, BSABS requests from BSFP the applicable financial
information described in Item 1115 of Regulation AB (such request to be based
on
a reasonable determination by BSABS, in good faith, that such information
is
required under Regulation AB) (the “Swap Financial Disclosure”).
(iii)
Upon the occurrence of a Swap Disclosure Event, BSFP, at its own expense,
shall
(1)(a) either (i) provide to BSABS the current Swap Financial Disclosure
in an
XXXXX-compatible format (for example, such information may be provided in
Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii)
provide written consent to BSABS to incorporation by reference of such current
Swap Financial Disclosure that are filed with the Securities and Exchange
Commission in the reports of the Trust filed pursuant to the Exchange Act,
(b)
if applicable, cause its outside accounting firm to provide its consent to
filing or incorporation by reference of such accounting firm’s report relating
to their audits of such current Swap Financial Disclosure in the Exchange
Act
Reports of the Depositor, and (c) provide to the Depositor any updated Swap
Financial Disclosure with respect to BSFP or any entity that consolidates
BSFP
within five days of the release of any such updated Swap Financial Disclosure;
(2) secure another entity to replace BSFP as party to this Agreement on terms
substantially similar to this Agreement, which entity (or a guarantor therefor)
meets or exceeds the Approved Rating Thresholds and which satisfies the Rating
Agency Condition and which entity is able to comply with the requirements
of
Item 1115 of Regulation AB, or (3) obtain a guaranty of BSFP’s obligations under
this Agreement from an affiliate of BSFP that is able to comply with the
financial information disclosure requirements of Item 1115 of Regulation
AB, and
cause such affiliate to provide Swap Financial Disclosure and any future
Swap
Financial Disclosure, such that disclosure provided in respect of such affiliate
will satisfy any disclosure requirements applicable to the Swap
Provider.
(iv)
BSFP
agrees that, in the event that BSFP provides Swap Financial Disclosure to
BSABS
in accordance with clause (iii)(1) of paragraph 15 or causes its affiliate
to
provide Swap Financial Disclosure to BSABS in accordance with clause (iii)(3)
of
paragraph 15, it will indemnify and hold harmless BSABS, its respective
directors or officers and any person controlling BSABS, from and against
any and
all losses, claims, damages and liabilities caused by any untrue statement
or
alleged untrue statement of a material fact contained in such Swap Financial
Disclosure or caused by any omission or alleged omission to state in such
Swap
Financial Disclosure a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which
they
were made, not misleading.
(v)
If
BSABS reasonably requests, BSFP shall provide such other information as may
he
necessary for BSABS to comply with Item 1115 of Regulation AB.
(vi)
BSABS shall be an express third party beneficiary of this Agreement as if
a
party hereto to the extent of BSABS’ rights explicitly specified in this
paragraph 15.
NEITHER
THE BEAR XXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR
XXXXXXX COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR A CREDIT SUPPORT
PROVIDER ON THIS AGREEMENT.
5. Account
Details and
Settlement
information:
|
Payments
to BSFP:
|
Citibank,
N.A., New York
|
|
ABA
Number: 000-0000-00, for the account of
|
|
Bear,
Xxxxxxx Securities Corp.
|
|
Account
Number: 0925-3186, for further credit to
|
|
Bear
Steams Financial Products Inc.
|
|
Sub-account
Number: 102-04654-1-3
|
|
Attention:
Derivatives Department
|
|
Payments
to Counterparty:
|
|
Xxxxx
Fargo Bank, N.A.
|
|
San
Francisco, CA
|
|
Bank
Number ABA: 000000000
|
|
Beneficiary
Account #: 0000000000
|
|
Beneficiary
Account Name: SAS Clearing
|
|
Reference:
FFC: BSABS 2006-AC3
|
|
Net
WAC Reserve Fund
|
|
SEI
Account 00000000
|
|
This
Agreement may be executed in several counterparts, each of which shall be
deemed
an original but all of which together shall constitute one and the same
instrument.
Counterparty
hereby agrees to check this Confirmation and to confirm that the foregoing
correctly sets forth the terms of the Transaction by signing in the space
provided below and returning to BSFP a facsimile of the fully-executed
Confirmation to 000-000-0000,
For
inquiries regarding U.S. Transactions, please contact Xxxxx
Xxxxxx
by
telephone at 000-000-0000.
For all
other inquiries please contact Derivatives
Documentation
by
telephone at 000-0-000-0000.
Originals will be provided for your execution upon your request.
We
are
very pleased to have executed this Transaction with you and we look forward
to
completing other transactions with you in the near future.
Very
truly yours,
BEAR
XXXXXXX FINANCIAL PRODUCTS INC.
By: | |||
|
|||
Name:
Xxxxxxx Xxxxxxx
Title: Authorized Signatory |
Counterparty,
acting through its duly authorized signatory, hereby agrees to, accepts and
confirms the terms of the foregoing as of the Trade Date,.
U.S.
BANK NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS TRUSTEE OF THE
BEAR
XXXXXXX ASSET BACKED SECURITIES I TRUST 2006-AC3, ASSET-BACKED CERTIFICATES,
SERIES 2006-AC3
By: | |||
|
|||
Name:
Title:
|
SCHEDULE
I
(except
for the Termination Date, all such dates subject to adjustment in
accordance
with the Business Day Convention)
From
and including
|
To
but excluding
|
Notional
Amount (USD)
|
||||
Effective
Date
|
6/25/2006
|
175,373,045.48
|
||||
6/25/2006
|
7/25/2006
|
173,709,807.05
|
||||
7/25/2006
|
8/25/2006
|
171,884,884.14
|
||||
8/25/2006
|
9/25/2006
|
169,901,500.87
|
||||
9/25/2006
|
10/25/2006
|
167,763,353.36
|
||||
10/25/2006
|
11/25/2006
|
165,475,330.81
|
||||
11/25/2006
|
12/25/2006
|
163,042,013.90
|
||||
12/25/2006
|
1/25/2007
|
160,468,422.77
|
||||
1/25/2007
|
2/25/2007
|
157,760,002.15
|
||||
2/25/2007
|
3/25/2007
|
154,925,831.33
|
||||
3/25/2007
|
4/25/2007
|
152,007,448.13
|
||||
4/25/2007
|
5/25/2007
|
149,143,294.47
|
||||
5/25/2007
|
6/25/2007
|
146,332,365.56
|
||||
6/25/2007
|
7/25/2007
|
143,573,675.16
|
||||
7/25/2007
|
8/25/2007
|
140,866,255.29
|
||||
8/25/2007
|
9/25/2007
|
138,209,155.87
|
||||
9/25/2007
|
10/25/2007
|
135,601,444.37
|
||||
10/25/2007
|
11/25/2007
|
133,042,205.54
|
||||
11/25/2007
|
12/25/2007
|
130,530,541.04
|
||||
12/25/2007
|
1/25/2008
|
128,065,569.14
|
||||
1/25/2008
|
2/25/2008
|
125,646,424.44
|
||||
2/25/2008
|
3/25/2008
|
123,272,257.53
|
||||
3/25/2008
|
4/25/2008
|
120,942,234.73
|
||||
4/25/2008
|
5/25/2008
|
118,655,537.75
|
||||
5/25/2008
|
6/25/2008
|
116,411,363.47
|
||||
6/25/2008
|
7/25/2008
|
114,208,923.61
|
||||
7/25/2008
|
8/25/2008
|
112,047,444.47
|
||||
8/25/2008
|
9/25/2008
|
109,926,166.68
|
||||
9/25/2008
|
10/25/2008
|
107,844,344.92
|
||||
10/25/2008
|
11/25/2008
|
105,801,247.62
|
||||
11/25/2008
|
12/25/2008
|
103,796,156.80
|
||||
12/25/2008
|
1/25/2009
|
101,828,367.72
|
||||
1/25/2009
|
2/25/2009
|
99,897,188.70
|
||||
2/25/2009
|
3/25/2009
|
98,001,940.87
|
||||
3/25/2009
|
4/25/2009
|
96,141,957.89
|
||||
4/25/2009
|
5/25/2009
|
94,316,585.77
|
||||
5/25/2009
|
6/25/2009
|
92,525,182.62
|
||||
6/25/2009
|
7/25/2009
|
90,767,118.44
|
||||
7/25/2009
|
8/25/2009
|
89,041,774.85
|
||||
8/25/2009
|
9/25/2009
|
87,348,544.96
|
||||
9/25/2009
|
10/25/2009
|
85,686,833.08
|
||||
10/25/2009
|
11/25/2009
|
84,056,054.56
|
||||
11/25/2009
|
12/25/2009
|
82,455,635.56
|
||||
12/25/2009
|
1/25/2010
|
80,885,012.87
|
||||
1/25/2010
|
2/25/2010
|
79,343,633.70
|
||||
2/25/2010
|
3/25/2010
|
77,830,955.49
|
||||
3/25/2010
|
4/25/2010
|
76,346,445.73
|
||||
4/25/2010
|
5/25/2010
|
74,889,581.76
|
||||
5/25/2010
|
6/25/2010
|
73,459,850.59
|
||||
6/25/2010
|
7/25/2010
|
72,056,748.74
|
||||
7/25/2010
|
8/25/2010
|
70,679,782.04
|
||||
8/25/2010
|
9/25/2010
|
69,328,465.48
|
||||
9/25/2010
|
10/25/2010
|
68,002,323.01
|
||||
10/25/2010
|
11/25/2010
|
66,700,538.17
|
||||
11/25/2010
|
12/25/2010
|
65,423,012.64
|
||||
12/25/2010
|
1/25/2011
|
64,169,296.06
|
||||
1/25/2011
|
2/25/2011
|
62,938,946.43
|
||||
2/25/2011
|
3/25/2011
|
61,730,104.31
|
||||
3/25/2011
|
4/25/2011
|
60,543,580.00
|
||||
4/25/2011
|
5/25/2011
|
59,379,195.77
|
||||
5/25/2011
|
6/25/2011
|
58,236,540.24
|
||||
6/25/2011
|
7/25/2011
|
57,115,209.68
|
||||
7/25/2011
|
8/25/2011
|
56,014,807.82
|
||||
8/25/2011
|
9/25/2011
|
54,934,945.74
|
||||
9/25/2011
|
10/25/2011
|
53,875,241.73
|
||||
10/25/2011
|
11/25/2011
|
52,835,321.15
|
||||
11/25/2011
|
12/25/2011
|
51,814,816.30
|
||||
12/25/2011
|
1/25/2012
|
50,813,366.30
|
||||
1/25/2012
|
2/25/2012
|
49,830,616.94
|
||||
2/25/2012
|
3/25/2012
|
48,866,220.61
|
||||
3/25/2012
|
4/25/2012
|
47,919,836.11
|
||||
4/25/2012
|
5/25/2012
|
46,991,128.57
|
||||
5/25/2012
|
6/25/2012
|
46,079,769.35
|
||||
6/25/2012
|
7/25/2012
|
45,185,435.87
|
||||
7/25/2012
|
8/25/2012
|
44,307,811.54
|
||||
8/25/2012
|
9/25/2012
|
43,446,585.66
|
||||
9/25/2012
|
10/25/2012
|
42,601,453.27
|
||||
10/25/2012
|
11/25/2012
|
41,772,115.05
|
||||
11/25/2012
|
12/25/2012
|
40,958,277.26
|
||||
12/25/2012
|
1/25/2013
|
40,159,651.58
|
||||
1/25/2013
|
2/25/2013
|
39,375,955.06
|
||||
2/25/2013
|
3/25/2013
|
38,606,909.97
|
||||
3/25/2013
|
4/25/2013
|
37,852,243.76
|
||||
4/25/2013
|
5/25/2013
|
37,111,688.90
|
||||
5/25/2013
|
6/25/2013
|
36,384,982.85
|
||||
6/25/2013
|
Termination
Date
|
35,671,867.92
|
EXHIBIT
O
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
Definitions
Primary
Servicer - transaction party having borrower contact
Master
Servicer - aggregator of pool assets
Securities
Administrator - waterfall calculator
Back-up
Servicer - named in the transaction (in the event a Back up Servicer becomes
the
Primary Servicer, follow Primary Servicer obligations)
Custodian
- safe keeper of pool assets
Trustee
-
fiduciary of the transaction
Note:
The
definitions above describe the essential function that the party performs,
rather than the party’s title. So, for example, in a particular transaction, the
trustee may perform the “paying agent” and “securities administrator” functions,
while in another transaction, the securities administrator may perform these
functions.
Where
there are multiple checks for criteria the attesting party will identify
in
their management assertion that they are attesting only to the portion of
the
distribution chain they are responsible for in the related transaction
agreements.
Key: X
- obligation
[X]
- under
consideration for obligation
Reg
AB
Reference
|
Servicing
Criteria
|
Primary
Servicer
|
Master
Servicer
|
Securities
Admin
|
Custodian
|
Trustee
(nominal)
|
|
General
Servicing Considerations
|
|||||||
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
X
|
X
|
|||
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
X
|
||||
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the Pool Assets are maintained.
|
||||||
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
X
|
X
|
||||
Cash
Collection and Administration
|
|||||||
1122(d)(2)(i)
|
Payments
on pool assets are deposited into the appropriate custodial bank
accounts
and related bank clearing accounts no more than two business days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
X
|
X
|
|||
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
X
|
X
|
|||
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction agreements.
|
X
|
X
|
X
|
|||
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of over collateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
X
|
X
|
X
|
|||
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
|
X
|
X
|
X
|
|||
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized access.
|
X
|
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
|
X
|
X
|
|||
Investor
Remittances and Reporting
|
|||||||
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission,
are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of Pool Assets serviced by the Servicer.
|
X
|
X
|
X
|
|||
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with
timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
X
|
X
|
|||
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the
Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
X
|
X
|
|||
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank statements.
|
X
|
X
|
X
|
|||
Pool
Asset Administration
|
|||||||
1122(d)(4)(i)
|
Collateral
or security on pool assets is maintained as required by the transaction
agreements or related pool asset documents.
|
X
|
X
|
||||
1122(d)(4)(ii)
|
Pool
assets and related documents are safeguarded as required by the
transaction agreements
|
X
|
X
|
||||
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements.
|
X
|
X
|
||||
1122(d)(4)(iv)
|
Payments
on pool assets, including any payoffs, made in accordance with
the related
pool asset documents are posted to the Servicer’s obligor records
maintained no more than two business days after receipt, or such
other
number of days specified in the transaction agreements, and allocated
to
principal, interest or other items (e.g., escrow) in accordance
with the
related pool asset documents.
|
X
|
|||||
1122(d)(4)(v)
|
The
Servicer’s records regarding the pool assets agree with the Servicer’s
records with respect to an obligor’s unpaid principal balance.
|
X
|
|||||
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's pool assets
(e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
X
|
||||
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
X
|
||||
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period
a pool
asset is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent pool assets including, for
example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or unemployment).
|
X
|
|||||
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for pool assets with variable
rates
are computed based on the related pool asset documents.
|
X
|
|||||
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s pool asset documents,
on at least an annual basis, or such other period specified in
the
transaction agreements; (B) interest on such funds is paid, or
credited,
to obligors in accordance with applicable pool asset documents
and state
laws; and (C) such funds are returned to the obligor within 30
calendar
days of full repayment of the related pool assets, or such other
number of
days specified in the transaction agreements.
|
X
|
|||||
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
|||||
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the Servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
|||||
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
|||||
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
X
|
||||
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set
forth in
the transaction agreements.
|
X
|
X
|
EXHIBIT
P
FORM
10-D, FORM 8-K AND FORM 10-K
REPORTING
RESPONSIBILITY
As
to
each item described below, the entity indicated as the Responsible Party
shall
be primarily responsible for reporting the information to the party identified
as responsible for preparing the Securities Exchange Act Reports pursuant
to
Section 4.18 of the Pooling and Servicing Agreement.
Under
Item 1 of Form 10-D: a) items marked “Monthly Statements to Certificateholders”
are required to be included in the periodic Distribution Date statement under
Section 6.06, provided by the Securities Administrator based on information
received from the party providing such information; and b) items marked “Form
10-D report” are required to be in the Form 10-D report but not the Monthly
Statements to Certificateholders, provided by the party indicated. Information
under all other Items of Form 10-D is to be included in the Form 10-D report.
All such information and any other Items on Form 8-K and Form 10-D set forth
in
this Exhibit shall be sent to the Securities Administrator and the
Depositor.
Form
|
Item
|
Description
|
Servicers
|
Master
Servicer
|
Securities
Administrator
|
Custodian
|
Trustee
(nominal)
|
Depositor
|
Sponsor
|
|
10-D
|
Must
be filed within 15 days of the distribution date for the asset-backed
securities.
|
|||||||||
1
|
Distribution
and Pool Performance Information
|
|||||||||
Item
1121(a) - Distribution and Pool Performance
Information
|
||||||||||
(1)
Any applicable record dates, accrual dates, determination dates
for
calculating distributions and actual distribution dates for the
distribution period.
|
X
(Monthly
Statements to Certificateholders)
|
|||||||||
(2)
Cash flows received and the sources thereof for distributions,
fees and
expenses.
|
X
(Monthly
Statements to Certificateholders)
|
|||||||||
(3)
Calculated amounts and distribution of the flow of funds for the
period
itemized by type and priority of payment, including:
|
X
(Monthly
Statements to Certificateholders)
|
|||||||||
(i)
Fees or expenses accrued and paid, with an identification of the
general
purpose of such fees and the party receiving such fees or
expenses.
|
X
(Monthly
Statements to Certificateholders)
|
|||||||||
(ii)
Payments accrued or paid with respect to enhancement or other support
identified in Item 1114 of Regulation AB (such as insurance premiums
or
other enhancement maintenance fees), with an identification of
the general
purpose of such payments and the party receiving such
payments.
|
X
(Monthly
Statements to Certificateholders)
|
|||||||||
(iii)
Principal, interest and other distributions accrued and paid on
the
asset-backed securities by type and by class or series and any
principal
or interest shortfalls or carryovers.
|
X
(Monthly
Statements to Certificateholders)
|
|||||||||
(iv)
The amount of excess cash flow or excess spread and the disposition
of
excess cash flow.
|
X
(Monthly
Statements to Certificateholders)
|
|||||||||
(4)
Beginning and ending principal balances of the asset-backed
securities.
|
X
(Monthly
Statements to Certificateholders)
|
|||||||||
(5)
Interest rates applicable to the pool assets and the asset-backed
securities, as applicable. Consider providing interest rate information
for pool assets in appropriate distributional groups or incremental
ranges.
|
X
(Monthly
Statements to Certificateholders)
|
|||||||||
(6)
Beginning and ending balances of transaction accounts, such as
reserve
accounts, and material account activity during the period.
|
X
(Monthly
Statements to Certificateholders)
|
|||||||||
(7)
Any amounts drawn on any credit enhancement or other support identified
in
Item 1114 of Regulation AB, as applicable, and the amount of coverage
remaining under any such enhancement, if known and
applicable.
|
X
(Monthly
Statements to Certificateholders)
|
|||||||||
(8)
Number and amount of pool assets at the beginning and ending of
each
period, and updated pool composition information, such as weighted
average
coupon, weighted average remaining term, pool factors and prepayment
amounts.
|
X
(Monthly
Statements to Certificateholders)
|
Updated
pool composition information fields to be as specified by Depositor
from
time to time
|
||||||||
(9)
Delinquency and loss information for the period.
|
X
|
X
|
X
(Monthly
Statements to Certificateholders)
|
|||||||
In
addition, describe any material changes to the information specified
in
Item 1100(b)(5) of Regulation AB regarding the pool assets.
(methodology)
|
X
|
|||||||||
(10)
Information on the amount, terms and general purpose of any advances
made
or reimbursed during the period, including the general use of funds
advanced and the general source of funds for
reimbursements.
|
X
|
X
|
X
(Monthly
Statements to Certificateholders)
|
|||||||
(11)
Any material modifications, extensions or waivers to pool asset
terms,
fees, penalties or payments during the distribution period or that
have
cumulatively become material over time.
|
X
|
X
|
X
(Monthly
Statements to Certificateholders)
|
|||||||
(12)
Material breaches of pool asset representations or warranties or
transaction covenants.
|
X
|
X
|
X
(if
agreed upon by the parties)
|
X
|
||||||
(13)
Information on ratio, coverage or other tests used for determining
any
early amortization, liquidation or other performance trigger and
whether
the trigger was met.
|
X
(Monthly
Statements to Certificateholders)
|
|||||||||
(14)
Information regarding any new issuance of asset-backed securities
backed
by the same asset pool,
|
X
|
|||||||||
information
regarding any pool asset changes (other than in connection with
a pool
asset converting into cash in accordance with its terms), such
as
additions or removals in connection with a prefunding or revolving
period
and pool asset substitutions and repurchases (and purchase rates,
if
applicable), and cash flows available for future purchases, such
as the
balances of any prefunding or revolving accounts, if
applicable.
|
X
|
X
|
X
|
X
|
||||||
Disclose
any material changes in the solicitation, credit-granting, underwriting,
origination, acquisition or pool selection criteria or procedures,
as
applicable, used to originate, acquire or select the new pool
assets.
|
X
|
X
|
||||||||
Item
1121(b) - Pre-Funding or Revolving Period Information
Updated
pool information as required under Item 1121(b).
|
X
|
|||||||||
2
|
Legal
Proceedings
|
|||||||||
Item
1117 - Legal proceedings pending against the following entities,
or their
respective property, that is material to Certificateholders, including
proceedings known to be contemplated by governmental
authorities:
|
||||||||||
Sponsor
(Seller)
|
X
|
|||||||||
Depositor
|
X
|
|||||||||
Trustee
|
||||||||||
Issuing
entity
|
X
|
|||||||||
Master
Servicer, affiliated Servicer, other Servicer servicing 20% or
more of
pool assets at time of report, other material servicers
|
X
|
X
|
||||||||
Securities
Administrator
|
X
|
|||||||||
Originator
of 20% or more of pool assets as of the Cut-off Date
|
X
|
|||||||||
Custodian
|
X
|
|||||||||
3
|
Sales
of Securities and Use of Proceeds
|
|||||||||
Information
from Item 2(a) of Part II of Form 10-Q:
With
respect to any sale of securities by the sponsor, depositor or
issuing
entity, that are backed by the same asset pool or are otherwise
issued by
the issuing entity, whether or not registered, provide the sales
and use
of proceeds information in Item 701 of Regulation S-K. Pricing
information
can be omitted if securities were not registered.
|
X
|
|||||||||
4
|
Defaults
Upon Senior Securities
|
|||||||||
Information
from Item 3 of Part II of Form 10-Q:
Report
the occurrence of any Event of Default (after expiration of any
grace
period and provision of any required notice)
|
X
|
|||||||||
5
|
Submission
of Matters to a Vote of Security Holders
|
|||||||||
Information
from Item 4 of Part II of Form 10-Q
|
X
|
|||||||||
6
|
Significant
Obligors of Pool Assets
|
|||||||||
Item
1112(b) - Significant
Obligor Financial Information*
|
X
|
|||||||||
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Item.
|
||||||||||
7
|
Significant
Enhancement Provider Information
|
|||||||||
Item
1114(b)(2) - Credit Enhancement Provider Financial
Information*
|
||||||||||
Determining
applicable disclosure threshold
|
X
|
|||||||||
Obtain
required financial information or effecting incorporation by
reference
|
X
|
|||||||||
Item
1115(b) - Derivative Counterparty Financial
Information*
|
||||||||||
Determining
current maximum probable exposure
|
X
|
|||||||||
Determining
current significance percentage
|
X
|
|||||||||
Notify
derivative counterparty of significance percentage and request
required
financial information
|
X
|
|||||||||
Obtain
required financial information or effecting incorporation by
reference
|
X
|
|||||||||
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Items.
|
||||||||||
8
|
Other
Information
|
|||||||||
Disclose
any information required to be reported on Form 8-K during the
period
covered by the Form 10-D but not reported
|
The
Responsible Party for the applicable Form 8-K item as indicated
below.
|
|||||||||
9
|
Exhibits
|
|||||||||
Distribution
report
|
X
|
|||||||||
Exhibits
required by Item 601 of Regulation S-K, such as material
agreements
|
X
|
|||||||||
8-K
|
Must
be filed within four business days of an event reportable on Form
8-K.
|
|||||||||
1.01
|
Entry
into a Material Definitive Agreement
|
|||||||||
Disclosure
is required regarding entry into or amendment of any definitive
agreement
that is material to the securitization, even if depositor is not
a party.
Examples:
servicing agreement, custodial agreement.
Note:
disclosure not required as to definitive agreements that are fully
disclosed in the prospectus
|
X
|
X
|
X
|
X
|
X
|
|||||
1.02
|
Termination
of a Material Definitive Agreement
|
X
|
X
|
X
|
X
|
X
|
||||
Disclosure
is required regarding termination of any definitive agreement that
is
material to the securitization (other than expiration in accordance
with
its terms), even if depositor is not a party.
Examples:
servicing agreement, custodial agreement.
|
||||||||||
1.03
|
Bankruptcy
or Receivership
|
|||||||||
Disclosure
is required regarding the bankruptcy or receivership, if known
to the
Master Servicer, with respect to any of the following:
Sponsor
(Seller), Depositor, Master Servicer, affiliated Servicer, other
Servicer
servicing 20% or more of pool assets at time of report, other material
servicers, Certificate Administrator, Trustee, significant obligor,
credit
enhancer (10% or more), derivatives counterparty,
Custodian
|
X
|
X
|
X
|
X
|
X
|
X
|
||||
2.04
|
Triggering
Events that Accelerate or Increase a Direct Financial Obligation
or an
Obligation under an Off-Balance Sheet Arrangement
|
|||||||||
Includes
an early amortization, performance trigger or other event, including
event
of default, that would materially alter the payment priority/distribution
of cash flows/amortization schedule.
Disclosure
will be made of events other than waterfall triggers which are
disclosed
in the Monthly Statement to Certificateholders
|
X
|
X
|
||||||||
3.03
|
Material
Modification to Rights of Security Holders
|
|||||||||
Disclosure
is required of any material modification to documents defining
the rights
of Certificateholders, including the Pooling and Servicing
Agreement
|
X
|
X
|
||||||||
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
|
|||||||||
Disclosure
is required of any amendment “to the governing documents of the issuing
entity”
|
X
|
|||||||||
5.06
|
Change
in Shell Company Status
|
|||||||||
[Not
applicable to ABS issuers]
|
X
|
|||||||||
6.01
|
ABS
Informational and Computational Material
|
|||||||||
[Not
included in reports to be filed under Section 4.18]
|
X
|
|||||||||
6.02
|
Change
of Servicer or Trustee
|
|||||||||
Requires
disclosure of any removal, replacement, substitution or addition
of any
master servicer, affiliated servicer, other servicer servicing
10% or more
of pool assets at time of report, other material servicers, certificate
administrator or trustee.
|
X
|
X
|
X
|
X
|
||||||
Reg
AB disclosure about any new servicer is also required.
|
X
|
|||||||||
Reg
AB disclosure about any new trustee is also required.
|
X(to
the extent of a new trustee)
|
|||||||||
Reg
AB disclosure about any new securities administrator is also
required.
|
X
|
|||||||||
6.03
|
Change
in Credit Enhancement or Other External Support
|
|||||||||
Covers
termination of any enhancement in manner other than by its terms,
the
addition of an enhancement, or a material change in the enhancement
provided. Applies to external credit enhancements as well as derivatives.
|
X
|
X
|
||||||||
Reg
AB disclosure about any new enhancement provider is also
required.
|
X
|
X
|
||||||||
6.04
|
Failure
to Make a Required Distribution
|
X
|
||||||||
6.05
|
Securities
Act Updating Disclosure
|
|||||||||
If
any material pool characteristic differs by 5% or more at the time
of
issuance of the securities from the description in the final prospectus,
provide updated Reg AB disclosure about the actual asset
pool.
|
X
|
|
||||||||
If
there are any new servicers or originators required to be disclosed
under
Regulation AB as a result of the foregoing, provide the information
called
for in Items 1108 and 1110 respectively.
|
X
|
|||||||||
7.01
|
Regulation
FD Disclosure
|
X
|
X
|
X
|
X
|
|||||
8.01
|
Other
Events
|
|||||||||
Any
event, with respect to which information is not otherwise called
for in
Form 8-K, that the registrant deems of importance to security
holders.
|
X
|
|||||||||
9.01
|
Financial
Statements and Exhibits
|
The
Responsible Party applicable to reportable event.
|
||||||||
10-K
|
Must
be filed within 90 days of the fiscal year end for the
registrant.
|
|||||||||
9B
|
Other
Information
|
|||||||||
Disclose
any information required to be reported on Form 8-K during the
fourth
quarter covered by the Form 10-K but not reported
|
The
Responsible Party for the applicable Form 8-K item as indicated
above.
|
|||||||||
15
|
Exhibits
and Financial Statement Schedules
|
|||||||||
Item
1112(b) - Significant
Obligor Financial Information
|
X
|
|||||||||
Item
1114(b)(2) - Credit Enhancement Provider Financial
Information
|
||||||||||
Determining
applicable disclosure threshold
|
X
|
|||||||||
Obtain
required financial information or effecting incorporation by
reference
|
X
|
|||||||||
Item
1115(b) - Derivative Counterparty Financial
Information
|
||||||||||
Determining
current maximum probable exposure
|
X
|
|||||||||
Determining
current significance percentage
|
X
|
|||||||||
Notify
derivative counterparty of significance percentage and request
required
financial information
|
X
|
|||||||||
Obtain
required financial information or effecting incorporation by
reference
|
X
|
|||||||||
Item
1117 - Legal proceedings pending against the following entities,
or their
respective property, that is material to Certificateholders, including
proceedings known to be contemplated by governmental
authorities:
|
||||||||||
Sponsor
(Seller)
|
X
|
|||||||||
Depositor
|
X
|
|||||||||
Trustee
|
||||||||||
Issuing
entity
|
X
|
|||||||||
Master
Servicer, affiliated Servicer, other Servicer servicing 20% or
more of
pool assets at time of report, other material servicers
|
X
|
X
|
||||||||
Securities
Administrator
|
X
|
|||||||||
Originator
of 20% or more of pool assets as of the Cut-off Date
|
X
|
|||||||||
Custodian
|
X
|
|||||||||
Item
1119 - Affiliations and relationships between the following entities,
or
their respective affiliates, that are material to
Certificateholders:
|
||||||||||
Sponsor
(Seller)
|
X
|
|||||||||
Depositor
|
X
|
|||||||||
Trustee
|
||||||||||
Master
Servicer, affiliated Servicer, other Servicer servicing 20% or
more of
pool assets at time of report, other material servicers
|
X
|
X
|
||||||||
Securities
Administrator
|
X
|
|||||||||
Originator
|
X
|
|||||||||
Custodian
|
X
|
|||||||||
Credit
Enhancer/Support Provider
|
X
|
|||||||||
Significant
Obligor
|
X
|
|||||||||
Item
1122 - Assessment of Compliance with Servicing
Criteria
|
X
|
X
|
X
|
X
|
||||||
Item
1123 - Servicer Compliance Statement
|
X
|
X
|
EXHIBIT
Q
ADDITIONAL
DISCLOSURE NOTIFICATION
Bear
Xxxxxxx Asset Backed Securities I LLC
380
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Fax:
(000) 000-0000
E-mail:
xxxxxxxxxxxxxxxxxx@xxxx.xxx
Xxxxx
Fargo Bank, N.A. as Securities Administrator
9000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Fax:
(000) 000-0000
E-mail:
xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx
Attn:
Corporate Trust Services - BSABS I 2006-AC3-SEC REPORT PROCESSING
RE:
**Additional Form [ ] Disclosure**Required
Ladies
and Gentlemen:
In
accordance with Section 4.18 of the Pooling and Servicing Agreement, dated
as of
April 1, 2006, among EMC Mortgage Corporation, as Sponsor and Company, Xxxxx
Fargo Bank, National Association, as Master Servicer and Securities
Administrator and U.S. Bank National Association, as Trustee. The Undersigned
hereby notifies you that certain events have come to our attention that
[will][may] need to be disclosed on Form [ ].
Description
of Additional Form [ ] Disclosure:
List
of
Any Attachments hereto to be included in the Additional Form [ ]
Disclosure:
Any
inquiries related to this notification should be directed to [ ],
phone number: [ ]; email address: [
].
[NAME
OF PARTY]
as
[role]
|
||
|
|
|
By: | ||
|
||
Name:
Title:
|
EXHIBIT
R-1
AMERICAN
HOME SERVICING AGREEMENT
EMC
MORTGAGE CORPORATION
Purchaser,
AMERICAN
HOME MORTGAGE CORP.
Company,
AMERICAN
HOME MORTGAGE SERVICING, INC.
Servicer,
PURCHASE,
WARRANTIES AND SERVICING AGREEMENT
Dated
as
of March 1, 2006
(Fixed
and Adjustable Rate Mortgage Loans)
This
is a
Purchase, Warranties and Servicing Agreement, dated as of March 1, 2006
and is
executed by and among EMC MORTGAGE CORPORATION, as Purchaser, with offices
located at Mac Xxxxxx Xxxxx XX, 900 Xxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxx,
Xxxxx
00000 (the "Purchaser"), American
Home Mortgage Corp., with offices located at 530 Xxxxxxxxxxx Xxxx, Xxxxxxxx,
Xxx
Xxxx 00000
(the
"Company"), and American Home Mortgage Servicing, Inc., with offices
located at
4600 Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 (the
"Servicer").
W I T N E
S S E T H
:
WHEREAS,
the Purchaser has heretofore agreed to purchase from the Company and
the Company
has heretofore agreed to sell to the Purchaser, from time to time, certain
Mortgage Loans on
a
servicing retained basis;
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 Mortgage Loan Schedule, which is annexed
to
the related Term Sheet; and
WHEREAS,
the Purchaser, the Company and the Servicer wish to prescribe the
representations and warranties of the Company and the Servicer with respect
to
themselves, respectively, and the Mortgage Loans and the management and
servicing 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 Purchaser and the Company 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:
With
respect to any Mortgage Loan, those mortgage servicing practices (including
collection procedures) of prudent mortgage banking institutions which
service
mortgage loans of the same type as such Mortgage Loan in the jurisdiction
where
the related Mortgaged Property is located, and which are in accordance
with
Xxxxxx Xxx servicing practices and procedures, for MBS pool mortgages,
as
defined in the Xxxxxx Mae Guides including future updates.
Adjustment
Date:
As to
each adjustable rate Mortgage Loan, the date on which the Mortgage Interest
Rate
is adjusted in accordance with the terms of the related Mortgage
Note.
Agreement:
This
Purchase, Warranties and Servicing Agreement including all exhibits hereto,
amendments hereof and supplements hereto.
Appraised
Value:
With
respect to any Mortgaged Property, the value thereof as determined by
an
appraisal made for the originator of the Mortgage Loan at the time of
origination of the Mortgage Loan by an appraiser who met the requirements
of the
Company and Xxxxxx Xxx.
Assignment:
An
individual 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 of record
the sale
or transfer of the Mortgage Loan.
BIF:
The
Bank Insurance Fund, or any successor thereto.
Business
Day:
Any day
other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the
State of
New York, or (iii) a day on which banks in the State of New York are
authorized
or obligated by law or executive order to be closed.
Closing
Date:
With
respect to any Mortgage Loan, the date stated on the related Term Sheet.
Code: The
Internal Revenue Code of 1986, or any successor statute thereto.
Commission
or SEC:
The
Securities and Exchange Commission.
Company:
American Home Mortgage Corp., its successors in interest and assigns,
as
permitted by this Agreement.
Company's
Officer's Certificate:
A
certificate signed by the President, the Executive Vice President or
Treasurer
of Company stating the date by which Company expects to receive any missing
documents sent for recording from the applicable recording office.
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 Purchaser and the Company which
relates to
the Mortgage Loans.
Consumer
Information:
Information
including, but not limited to, all personal information about Mortgagors
that is
supplied to the Purchaser by or on behalf of the Company.
Co-op
Lease:
With
respect to a Co-op Loan, the lease with respect to a dwelling unit occupied
by
the Mortgagor and relating to the stock allocated to the related dwelling
unit.
Co-op
Loan:
A
Mortgage Loan secured by the pledge of stock allocated to a dwelling
unit in a
residential cooperative housing corporation and a collateral assignment
of the
related Co-op Lease.
Current
Appraised Value: With
respect to any Mortgaged Property, the value thereof as determined by
an
appraisal made for the Company (by an appraiser who met the requirements
of the
Company and Xxxxxx Mae) at the request of a Mortgagor for the purpose
of
canceling a Primary Mortgage Insurance Policy in accordance with federal,
state
and local laws and regulations or otherwise made at the request of the
Company
or Mortgagor.
Current
LTV: The
ratio
of the Stated Principal Balance of a Mortgage Loan to the Current Appraised
Value of the Mortgaged Property.
Custodial
Account:
Each
separate demand account or accounts created and maintained pursuant to
Section
4.04 which shall be entitled "[_____________________], in trust for the
[Purchaser], Owner of Adjustable Rate Mortgage Loans" and shall be established
in an Eligible Account, in the name of the Person that is the "Purchaser"
with
respect to the related Mortgage Loans.
Custodian:
With
respect to any Mortgage Loan, the entity stated on the related Term Sheet,
and
its successors and assigns, as custodian for the Purchaser.
Cut-off
Date:
With
respect to any Mortgage Loan, the date stated on the related Term Sheet.
Delinquency
Recognition Policies:
The
generally accepted industry standard that defines the proper means of
reporting
delinquency status (such as MBA versus OTS reporting methodology) and
the
processing standard for addressing residential mortgage loans of the
same type
as the Mortgage Loans at various stages throughout default (such as Xxxxxx
Xxx
Guide or FHLMC Guide standards).
Depositor:
The
depositor, as such term is defined in Regulation AB, with respect to
any
Securitization Transaction.
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.
Due
Date:
The day
of the month on which the Monthly Payment is due on a Mortgage Loan,
exclusive
of any days of grace, which is the first day of the month.
Due
Period:
With
respect to any 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.
Eligible
Account:
An
account established and maintained: (i) within FDIC insured accounts
created,
maintained and monitored by the Servicer so that all funds deposited
therein are
fully insured, or (ii) as a trust account with the corporate trust department
of
a depository institution or trust company organized under the laws of
the United
States of America or any one of the states thereof or the District of
Columbia
which is not affiliated with the Company or the Servicer (or any sub-servicer)
or (iii) with an entity which is an institution whose deposits are insured
by
the FDIC, the unsecured and uncollateralized long-term debt obligations
of which
shall be rated “A2” or higher by Standard & Poor’s and “A” or higher by
Fitch, Inc. or one of the two highest short-term ratings by any applicable
Rating Agency, and which is either (a) a federal savings association
duly
organized, validly existing and in good standing under the federal banking
laws,
(b) an institution duly organized, validly existing and in good standing
under
the applicable banking laws of any state, (c) a national banking association
under the federal banking laws, or (d) a principal subsidiary of a bank
holding
company, or (iv) if ownership of the Mortgage Loans is evidenced by
mortgaged-backed securities, the equivalent required ratings of each
Rating
Agency, and held such that the rights of the Purchaser and the owner
of the
Mortgage Loans shall be fully protected against the claims of any creditors
of
the Company or the Servicer (or any sub-servicer) and of any creditors
or
depositors of the institution in which such account is maintained or
(v) in a
separate non-trust account without FDIC or other insurance in an Eligible
Institution. In the event that a Custodial Account is established pursuant
to
clause (iii), (iv) or (v) of the preceding sentence, the Servicer shall
provide
the Purchaser with written notice on the Business Day following the date
on
which the applicable institution fails to meet the applicable ratings
requirements.
Eligible
Institution:
An
institution having (i) the highest short-term debt rating, and one of
the two
highest long-term debt ratings of each Rating Agency; or (ii) with respect
to
any Custodial Account, an unsecured long-term debt rating of at least
one of the
two highest unsecured long-term debt ratings of each Rating Agency.