STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., Depositor, EMC MORTGAGE CORPORATION, Sponsor and Master Servicer, and LASALLE BANK NATIONAL ASSOCIATION, Trustee POOLING AND SERVICING AGREEMENT Dated as of March 1, 2006 SACO I TRUST 2006-4...
STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC.,
Depositor,
EMC
MORTGAGE CORPORATION,
Sponsor
and Master Servicer,
and
LASALLE
BANK NATIONAL ASSOCIATION,
Trustee
____________________
Dated
as of March 1, 2006
________________________________________
MORTGAGE-BACKED
CERTIFICATES, SERIES 2006-4
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
Section
2.01
|
Conveyance
of
Trust Fund.
|
Section
2.02
|
Acceptance
of
the Mortgage Loans.
|
Section
2.03
|
Representations,
Warranties and Covenants of 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
|
Purposes
and
Powers of the Trust.
|
ARTICLE
III
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
Section
3.01
|
The
Master
Servicer to act as Master Servicer.
|
Section
3.02
|
Due-on-Sale
Clauses; Assumption Agreements.
|
Section
3.03
|
Subservicers.
|
Section
3.04
|
Documents,
Records and Funds in Possession of the Master Servicer 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
|
Annual
Statement as to Compliance.
|
Section
3.14
|
Assessments
of Compliance and Attestation Reports.
|
Section
3.15
|
Books
and
Records.
|
Section
3.16
|
Reports
Filed
with Securities and Exchange Commission.
|
Section
3.17
|
Intention
of
the Parties and Interpretation.
|
Section
3.18
|
UCC.
|
Section
3.19
|
Optional
Purchase of Certain Mortgage Loans.
|
Section
3.20
|
Obligations
of the Master Servicer in Respect of Mortgage Rates and Scheduled
Payments.
|
Section
3.21
|
Reserve
Fund;
Payments to and from Swap Administrator; Supplemental Interest
Trust.
|
Section
3.22
|
Tax
Treatment
of Class IO Distribution Amounts in the Event of Resecuritization
of Class
A, Class M or Class B Certificates.
|
Section
3.23
|
Advancing
Facility.
|
Section
3.24
|
Special
Servicer.
|
ARTICLE
IV
ACCOUNTS
Section
4.01
|
Collection
of
Mortgage Loan Payments; Protected Account.
|
Section
4.02
|
Permitted
Withdrawals From the Protected Account.
|
Section
4.03
|
Collection
of
Taxes; Assessments and Similar Items; Escrow Accounts.
|
Section
4.04
|
Distribution
Account.
|
Section
4.05
|
Permitted
Withdrawals and Transfers from the Distribution Account.
|
Section
4.06
|
[Reserved].
|
ARTICLE
V
DISTRIBUTIONS
AND ADVANCES
Section
5.01
|
Advances.
|
Section
5.02
|
Compensating
Interest Payments.
|
Section
5.03
|
REMIC
Distributions.
|
Section
5.04
|
Distributions.
|
Section
5.05
|
Allocation
of
Realized Losses.
|
Section
5.06
|
Monthly
Statements to Certificateholders.
|
Section
5.07
|
REMIC
Designations and REMIC Distributions.
|
ARTICLE
VI
THE
CERTIFICATES
Section
6.01
|
The
Certificates.
|
Section
6.02
|
Certificate
Register; Registration of Transfer and Exchange of Certificates.
|
Section
6.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
Section
6.04
|
Persons
Deemed Owners.
|
Section
6.05
|
Access
to
List of Certificateholders’ Names and Addresses.
|
Section
6.06
|
Book-Entry
Certificates.
|
Section
6.07
|
Notices
to
Depository.
|
Section
6.08
|
Definitive
Certificates.
|
Section
6.09
|
Maintenance
of Office or Agency.
|
ARTICLE
VII
THE
DEPOSITOR AND THE MASTER SERVICER
Section
7.01
|
Liabilities
of the Depositor and the Master Servicer.
|
Section
7.02
|
Merger
or
Consolidation of the Depositor or the Master Servicer.
|
Section
7.03
|
Indemnification
of the Trustee and the Master Servicer.
|
Section
7.04
|
Limitations
on Liability of the Depositor, the Master Servicer and Others.
|
Section
7.05
|
Master
Servicer Not to Resign.
|
Section
7.06
|
Successor
Master Servicer.
|
Section
7.07
|
Sale
and
Assignment of Master Servicing.
|
ARTICLE
VIII
DEFAULT;
TERMINATION OF MASTER SERVICER
Section
8.01
|
Events
of
Default.
|
Section
8.02
|
Trustee
to
Act; Appointment of Successor.
|
Section
8.03
|
Notification
to Certificateholders.
|
Section
8.04
|
Waiver
of
Defaults.
|
ARTICLE
IX
CONCERNING
THE TRUSTEE
Section
9.01
|
Duties
of
Trustee.
|
Section
9.02
|
Certain
Matters Affecting the Trustee.
|
Section
9.03
|
Trustee
Not
Liable for Certificates or Mortgage Loans.
|
Section
9.04
|
Trustee
May
Own Certificates.
|
Section
9.05
|
Trustee’s
Fees and Expenses.
|
Section
9.06
|
Eligibility
Requirements for Trustee.
|
Section
9.07
|
Insurance.
|
Section
9.08
|
Resignation
and Removal of Trustee.
|
Section
9.09
|
Successor
Trustee.
|
Section
9.10
|
Merger
or
Consolidation of Trustee.
|
Section
9.11
|
Appointment
of Co-Trustee or Separate Trustee.
|
Section
9.12
|
Tax
Matters.
|
ARTICLE
X
TERMINATION
Section
10.01
|
Termination
upon Liquidation or Repurchase of all Mortgage Loans.
|
Section
10.02
|
Final
Distribution on the Certificates.
|
Section
10.03
|
Additional
Termination Requirements.
|
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
Section
11.01
|
Amendment.
|
Section
11.02
|
Recordation
of Agreement; Counterparts.
|
Section
11.03
|
Governing
Law.
|
Section
11.04
|
Intention
of
Parties.
|
Section
11.05
|
Notices.
|
Section
11.06
|
Severability
of Provisions.
|
Section
11.07
|
Assignment.
|
Section
11.08
|
Limitation
on
Rights of Certificateholders.
|
Section
11.09
|
Inspection
and Audit Rights.
|
Section
11.10
|
Certificates
Nonassessable and Fully Paid.
|
Section
11.11
|
Third
Party
Rights.
|
Exhibits
Exhibit
A-1
|
Form
of Class A Certificates
|
Exhibit
A-2
|
Form
of Class M Certificates
|
Exhibit
A-3
|
Form
of Class B Certificates
|
Exhibit
A-4
|
Form
of Class C Certificates
|
Exhibit
A-5
|
Form
of Class R 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 and Related Matters
Certificate
|
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 LaSalle Custodial Agreement
|
Exhibit
K
|
Form
of Xxxxx Fargo Custodial Agreement
|
Exhibit
L
|
Form
of Back-Up Certification
|
Exhibit
M
|
Form
of Mortgage Loan Purchase Agreement
|
Exhibit
N
|
Swap
Agreement
|
Exhibit
O
|
Special
Servicer Delinquency Triggers
|
Exhibit
P
|
Servicing
Criteria to Be Addressed in Assessment of
Compliance
|
Exhibit
Q
|
Form
10-D, Form 8-K and Form 10-K Reporting
Responsibility
|
Exhibit
R
|
Additional
Disclosure Notification
|
POOLING
AND SERVICING AGREEMENT, dated as of March 1, 2006, among
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., a Delaware limited liability
company, as depositor (the “Depositor”), EMC MORTGAGE CORPORATION, a Delaware
corporation, as sponsor (in such capacity, a “Seller”) and as master servicer
(in such capacity, the “Master Servicer”) and LASALLE BANK NATIONAL ASSOCIATION,
a national banking association (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. The Depositor is the owner
of the
Trust Fund that is hereby conveyed to the Trustee in return for the
Certificates. On or prior to the Closing Date, the Depositor acquired the
Mortgage Loans from the Sponsor. On the Closing Date, the Depositor will
sell
the Mortgage Loans and certain other property to the Trust Fund and receive
in
consideration therefor Certificates evidencing the entire beneficial ownership
interest in the Trust Fund.
REMIC
I
As
provided herein, the Trustee will elect to treat the segregated pool
of assets consisting of the Mortgage Loans and certain other related assets
subject to this Agreement (other than the Reserve Fund, any Prepayment
Charge
Waiver Amounts and, for the avoidance of doubt, the Supplemental Interest
Trust,
the Swap Agreement, the Swap Account and any rights or obligations in respect
of
the Swap Administration Agreement) 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 (as defined herein) 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
|
Uncertificated
REMIC I Pass-Through Rate |
Initial
Uncertificated
Principal Balance |
Latest
Possible
Maturity Date (1) |
|
I-1-A
|
Variable(2)
|
$
|
9,149,213.37
|
April
25, 2036
|
I-1-B
|
Variable(2)
|
$
|
9,149,213.37
|
April
25, 2036
|
I-2-A
|
Variable(2)
|
$
|
8,824,267.53
|
April
25, 2036
|
I-2-B
|
Variable(2)
|
$
|
8,824,267.53
|
April
25, 2036
|
I-3-A
|
Variable(2)
|
$
|
8,510,841.57
|
April
25, 2036
|
I-3-B
|
Variable(2)
|
$
|
8,510,841.57
|
April
25, 2036
|
I-4-A
|
Variable(2)
|
$
|
8,208,527.64
|
April
25, 2036
|
I-4-B
|
Variable(2)
|
$
|
8,208,527.64
|
April
25, 2036
|
I-5-A
|
Variable(2)
|
$
|
7,916,932.32
|
April
25, 2036
|
I-5-B
|
Variable(2)
|
$
|
7,916,932.32
|
April
25, 2036
|
I-6-A
|
Variable(2)
|
$
|
7,635,676.10
|
April
25, 2036
|
I-6-B
|
Variable(2)
|
$
|
7,635,676.10
|
April
25, 2036
|
I-7-A
|
Variable(2)
|
$
|
7,364,392.90
|
April
25, 2036
|
I-7-B
|
Variable(2)
|
$
|
7,364,392.90
|
April
25, 2036
|
I-8-A
|
Variable(2)
|
$
|
7,102,729.57
|
April
25, 2036
|
I-8-B
|
Variable(2)
|
$
|
7,102,729.57
|
April
25, 2036
|
I-9-A
|
Variable(2)
|
$
|
6,850,345.48
|
April
25, 2036
|
I-9-B
|
Variable(2)
|
$
|
6,850,345.48
|
April
25, 2036
|
I-10-A
|
Variable(2)
|
$
|
6,606,912.04
|
April
25, 2036
|
I-10-B
|
Variable(2)
|
$
|
6,606,912.04
|
April
25, 2036
|
I-11-A
|
Variable(2)
|
$
|
6,372,112.26
|
April
25, 2036
|
I-11-B
|
Variable(2)
|
$
|
6,372,112.26
|
April
25, 2036
|
I-12-A
|
Variable(2)
|
$
|
6,145,640.39
|
April
25, 2036
|
I-12-B
|
Variable(2)
|
$
|
6,145,640.39
|
April
25, 2036
|
I-13-A
|
Variable(2)
|
$
|
5,927,201.49
|
April
25, 2036
|
I-13-B
|
Variable(2)
|
$
|
5,927,201.49
|
April
25, 2036
|
I-14-A
|
Variable(2)
|
$
|
5,716,511.06
|
April
25, 2036
|
I-14-B
|
Variable(2)
|
$
|
5,716,511.06
|
April
25, 2036
|
I-15-A
|
Variable(2)
|
$
|
5,513,294.64
|
April
25, 2036
|
I-15-B
|
Variable(2)
|
$
|
5,513,294.64
|
April
25, 2036
|
I-16-A
|
Variable(2)
|
$
|
5,317,287.52
|
April
25, 2036
|
I-16-B
|
Variable(2)
|
$
|
5,317,287.52
|
April
25, 2036
|
I-17-A
|
Variable(2)
|
$
|
5,128,234.31
|
April
25, 2036
|
I-17-B
|
Variable(2)
|
$
|
5,128,234.31
|
April
25, 2036
|
I-18-A
|
Variable(2)
|
$
|
4,945,888.70
|
April
25, 2036
|
I-18-B
|
Variable(2)
|
$
|
4,945,888.70
|
April
25, 2036
|
I-19-A
|
Variable(2)
|
$
|
4,770,013.06
|
April
25, 2036
|
I-19-B
|
Variable(2)
|
$
|
4,770,013.06
|
April
25, 2036
|
I-20-A
|
Variable(2)
|
$
|
4,600,378.19
|
April
25, 2036
|
I-20-B
|
Variable(2)
|
$
|
4,600,378.19
|
April
25, 2036
|
I-21-A
|
Variable(2)
|
$
|
4,436,763.00
|
April
25, 2036
|
I-21-B
|
Variable(2)
|
$
|
4,436,763.00
|
April
25, 2036
|
I-22-A
|
Variable(2)
|
$
|
4,278,954.20
|
April
25, 2036
|
I-22-B
|
Variable(2)
|
$
|
4,278,954.20
|
April
25, 2036
|
I-23-A
|
Variable(2)
|
$
|
4,126,746.08
|
April
25, 2036
|
I-23-B
|
Variable(2)
|
$
|
4,126,746.08
|
April
25, 2036
|
I-24-A
|
Variable(2)
|
$
|
3,979,940.19
|
April
25, 2036
|
I-24-B
|
Variable(2)
|
$
|
3,979,940.19
|
April
25, 2036
|
I-25-A
|
Variable(2)
|
$
|
3,838,345.10
|
April
25, 2036
|
I-25-B
|
Variable(2)
|
$
|
3,838,345.10
|
April
25, 2036
|
I-26-A
|
Variable(2)
|
$
|
3,701,776.17
|
April
25, 2036
|
I-26-B
|
Variable(2)
|
$
|
3,701,776.17
|
April
25, 2036
|
I-27-A
|
Variable(2)
|
$
|
3,570,055.28
|
April
25, 2036
|
I-27-B
|
Variable(2)
|
$
|
3,570,055.28
|
April
25, 2036
|
I-28-A
|
Variable(2)
|
$
|
3,443,010.63
|
April
25, 2036
|
I-28-B
|
Variable(2)
|
$
|
3,443,010.63
|
April
25, 2036
|
I-29-A
|
Variable(2)
|
$
|
3,320,476.49
|
April
25, 2036
|
I-29-B
|
Variable(2)
|
$
|
3,320,476.49
|
April
25, 2036
|
I-30-A
|
Variable(2)
|
$
|
3,202,292.99
|
April
25, 2036
|
I-30-B
|
Variable(2)
|
$
|
3,202,292.99
|
April
25, 2036
|
I-31-A
|
Variable(2)
|
$
|
3,088,305.94
|
April
25, 2036
|
I-31-B
|
Variable(2)
|
$
|
3,088,305.94
|
April
25, 2036
|
I-32-A
|
Variable(2)
|
$
|
2,978,366.58
|
April
25, 2036
|
I-32-B
|
Variable(2)
|
$
|
2,978,366.58
|
April
25, 2036
|
I-33-A
|
Variable(2)
|
$
|
2,872,331.44
|
April
25, 2036
|
I-33-B
|
Variable(2)
|
$
|
2,872,331.44
|
April
25, 2036
|
I-34-A
|
Variable(2)
|
$
|
2,770,062.11
|
April
25, 2036
|
I-34-B
|
Variable(2)
|
$
|
2,770,062.11
|
April
25, 2036
|
I-35-A
|
Variable(2)
|
$
|
2,671,425.11
|
April
25, 2036
|
I-35-B
|
Variable(2)
|
$
|
2,671,425.11
|
April
25, 2036
|
I-36-A
|
Variable(2)
|
$
|
2,576,291.65
|
April
25, 2036
|
I-36-B
|
Variable(2)
|
$
|
2,576,291.65
|
April
25, 2036
|
I-37-A
|
Variable(2)
|
$
|
2,484,537.51
|
April
25, 2036
|
I-37-B
|
Variable(2)
|
$
|
2,484,537.51
|
April
25, 2036
|
I-38-A
|
Variable(2)
|
$
|
2,396,042.89
|
April
25, 2036
|
I-38-B
|
Variable(2)
|
$
|
2,396,042.89
|
April
25, 2036
|
I-39-A
|
Variable(2)
|
$
|
2,310,692.20
|
April
25, 2036
|
I-39-B
|
Variable(2)
|
$
|
2,310,692.20
|
April
25, 2036
|
I-40-A
|
Variable(2)
|
$
|
2,228,373.96
|
April
25, 2036
|
I-40-B
|
Variable(2)
|
$
|
2,228,373.96
|
April
25, 2036
|
I-41-A
|
Variable(2)
|
$
|
2,148,980.64
|
April
25, 2036
|
I-41-B
|
Variable(2)
|
$
|
2,148,980.64
|
April
25, 2036
|
I-42-A
|
Variable(2)
|
$
|
2,072,408.52
|
April
25, 2036
|
I-42-B
|
Variable(2)
|
$
|
2,072,408.52
|
April
25, 2036
|
I-43-A
|
Variable(2)
|
$
|
1,998,557.53
|
April
25, 2036
|
I-43-B
|
Variable(2)
|
$
|
1,998,557.53
|
April
25, 2036
|
I-44-A
|
Variable(2)
|
$
|
1,927,331.16
|
April
25, 2036
|
I-44-B
|
Variable(2)
|
$
|
1,927,331.16
|
April
25, 2036
|
I-45-A
|
Variable(2)
|
$
|
51,944,698.32
|
April
25, 2036
|
I-45-B
|
Variable(2)
|
$
|
51,944,698.32
|
April
25, 2036
|
______________________________________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the maturity
date
for the Mortgage Loan with the latest maturity date has been designated
as
the “latest possible maturity date” for each REMIC I Regular
Interest.
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated
REMIC I Pass-Through Rate”
herein.
|
REMIC
II
As
provided herein, the Trustee will elect 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 be
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
|
Uncertificated
REMIC II Pass-Through Rate |
Initial
Uncertificated
Principal Balance |
Latest
Possible
Maturity Date (1) |
|
AA
|
Variable(2)
|
$
|
503,667,405.01
|
April
25, 2036
|
A-1
|
Variable(2)
|
$
|
3,209,080.00
|
April
25, 2036
|
A-2
|
Variable(2)
|
$
|
190,220.00
|
April
25, 2036
|
A-3
|
Variable(2)
|
$
|
159,780.00
|
April
25, 2036
|
M-1
|
Variable(2)
|
$
|
377,750.00
|
April
25, 2036
|
M-2
|
Variable(2)
|
$
|
256,970.00
|
April
25, 2036
|
M-3
|
Variable(2)
|
$
|
110,500.00
|
April
25, 2036
|
M-4
|
Variable(2)
|
$
|
110,500.00
|
April
25, 2036
|
M-5
|
Variable(2)
|
$
|
102,790.00
|
April
25, 2036
|
M-6
|
Variable(2)
|
$
|
79,660.00
|
April
25, 2036
|
B-1
|
Variable(2)
|
$
|
84,800.00
|
April
25, 2036
|
B-2
|
Variable(2)
|
$
|
71,950.00
|
April
25, 2036
|
B-3
|
Variable(2)
|
$
|
56,530.00
|
April
25, 2036
|
B-4
|
Variable(2)
|
$
|
69,380.00
|
April
25, 2036
|
ZZ
|
Variable(2)
|
$
|
5,399,016.63
|
April
25, 2036
|
IO
|
(2)
|
|
(3)
|
|
___________________________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the maturity
date
for the Mortgage Loan with the latest maturity date has been designated
as
the “latest possible maturity date” for each REMIC II Regular
Interest.
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated
REMIC II Pass-Through Rate” herein.
|
(3)
|
REMIC
II Regular Interest IO will not have an Uncertificated
Principal Balance but will accrue interest on its uncertificated
notional
amount calculated in accordance with the definition of “Uncertificated
Notional Amount” herein.
|
REMIC
III
As
provided herein, the Trustee will elect 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 designation, Pass-Through
Rate, Initial Certificate Principal Balance (or initial Uncertificated
Principal
Balance, in the case of the Class C and Class IO Interests) and, for purposes
of
satisfying Treasury Regulation Section 1.860G-
1(a)(4)(iii),
the “latest possible maturity date” for each class of
Certificates and interests that represents ownership of one or more of
the
Regular Interests in REMIC III created hereunder.
Each
Certificate, other than the Class C Certificates and Class R
Certificates, represents ownership of a Regular Interest in REMIC III and
also
represents (i) the right to receive payments with respect to the Basis
Risk
Shortfall Carry Forward Amount (as defined herein) and (ii) the obligation
to
pay Class IO Distribution Amounts (as defined herein). The entitlement
to
principal of the Regular Interest which corresponds to each Certificate
shall be
equal in amount and timing to the entitlement to principal of such
Certificate.
Designation
|
Pass-Through
Rate
|
Initial
Certificate or
Uncertificated Principal Balance |
Latest
Possible
Maturity Date(1) |
|
A-1(2)
|
Variable(3)
|
$
|
320,908,000.00
|
April
25, 2036
|
A-2(2)
|
Variable(3)
|
$
|
19,022,000.00
|
April
25, 2036
|
A-3(2)
|
Variable(3)
|
$
|
15,978,000.00
|
April
25, 2036
|
M-1(2)
|
Variable(3)
|
$
|
37,775,000.00
|
April
25, 2036
|
M-2(2)
|
Variable(3)
|
$
|
25,697,000.00
|
April
25, 2036
|
M-3(2)
|
Variable(3)
|
$
|
11,050,000.00
|
April
25, 2036
|
M-4(2)
|
Variable(3)
|
$
|
11,050,000.00
|
April
25, 2036
|
M-5(2)
|
Variable(3)
|
$
|
10,279,000.00
|
April
25, 2036
|
M-6(2)
|
Variable(3)
|
$
|
7,966,000.00
|
April
25, 2036
|
B-1(2)
|
Variable(3)
|
$
|
8,480,000.00
|
April
25, 2036
|
B-2(2)
|
Variable(3)
|
$
|
7,195,000.00
|
April
25, 2036
|
B-3(2)
|
Variable(3)
|
$
|
5,653,000.00
|
April
25, 2036
|
B-4(2)
|
Variable(3)
|
$
|
6,938,000.00
|
April
25, 2036
|
Class
C Interest
|
Variable(3)(4)
|
$
|
25,955,331.64
|
April
25, 2036
|
Class
IO Interest
|
(5)
|
|
(6)
|
April
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 REMIC III
Regular Interest.
|
(2)
|
This
Class of Certificates represents ownership of a Regular
Interest in REMIC III. Any amount distributed on this Class of
Certificates on any Distribution Date in excess of the amount
distributable on the related Regular Interest in REMIC III on such
Distribution Date shall be treated for federal income tax purposes
as
having been paid from the Reserve Fund or the Supplemental Interest
Trust,
as applicable, and any amount distributable on the related Regular
Interest in REMIC III on such Distribution Date in excess of the
amount
distributable on such Class of Certificates on such Distribution
Date
shall be treated for such purposes as having been distributed to
the
Holders of such Certificates and then paid by such Holders to the
Supplemental Interest Trust, all pursuant to and as further provided
in
Section 3.21 hereof.
|
(3)
|
Calculated
in accordance with the definition of “Pass-Through Rate”
herein. Each Regular Interest in REMIC III which corresponds to
a Class A,
Class M or Class B Certificate will have the same Pass-Through
Rate as
such Certificate, except with respect to the Net Rate Cap. The
Net Rate
Cap for each such Regular Interest in REMIC III and Certificate
is
specified in the definition of “Net Rate
Cap”.
|
(4)
|
The
Class C Interest will accrue interest at its variable
Pass-Through Rate on the Uncertificated Notional Amount of the
Class C
Interest outstanding from time to time which shall equal the aggregate
Uncertificated Principal Balance of the REMIC II Regular Interests.
The
Class C Interest will not accrue interest on its Uncertificated
Principal
Balance.
|
(5)
|
For
federal income tax purposes, the Class IO Interest will not
have a Pass-Through Rate, but will be entitled to 100% of the amounts
distributed on REMIC II Regular Interest
IO.
|
(6)
|
For
federal income tax purposes, the Class IO Interest will not
have an Uncertificated Principal Balance, but will have a notional
amount
equal to the Uncertificated Notional Amount of REMIC II Regular
Interest
IO.
|
REMIC
IV
As
provided herein, the Trustee will elect to treat the segregated pool
of assets consisting of the Class C Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC IV”.
The Class R-4 Interest represents the sole class of Residual Interests
in REMIC
IV for purposes of the REMIC Provisions.
The
following table sets forth the Class designation, Pass-Through Rate,
Initial Certificate Principal Balance and, for purposes of satisfying Treasury
Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates that represents a Regular Interest
in REMIC
IV created hereunder:
Class
Designation
|
Pass-Through
Rate
|
Initial
Certificate
Principal Balance |
Latest
Possible
Maturity Date(1) |
C
|
Variable(2)
|
$
|
April
25, 2036
|
_______________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the maturity
date
for the Mortgage Loan with the latest maturity date has been designated
as
the “latest possible maturity date” for the Class C
Certificates.
|
(2)
|
The
Class C Certificates will not accrue interest on their
uncertificated principal balance, but will receive 100% of amounts
received in respect of the Class C Interest.
|
REMIC
V
As
provided herein, the Trustee shall elect to treat the segregated pool
of assets consisting of the Class IO Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC V”.
The Class R-5 Interest represents the sole class of Residual Interests
in REMIC
V for purposes of the REMIC Provisions.
The
following table sets forth the designation, Pass-Through Rate,
initial Uncertificated Principal Balance and, for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for the indicated class of interests that represents a Regular Interest
in
REMIC V created hereunder:
Designation
|
Pass-Through
Rate
|
Initial
Uncertificated
Principal Balance |
Latest
Possible
Maturity Date(1) |
IO(2)
|
(3)
|
(4)
|
April
25, 2036
|
_______________
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations, the Distribution Date immediately following the maturity
date
for the Mortgage Loan with the latest maturity date has been designated
as
the “latest possible maturity date” for REMIC V Regular Interest
IO.
|
(2)
|
REMIC
V Regular Interest IO will be held as an asset of the
Supplemental Interest Trust.
|
(3)
|
REMIC
V Regular Interest IO will not have a Pass-Through Rate, but
will receive 100% of amounts received in respect of the Class IO
Interest.
|
(4)
|
REMIC
V Regular Interest IO will not have an Uncertificated
Principal Balance, but will have a notional amount equal to the
Uncertificated Notional Amount of the Class IO
Interest.
|
The
Trust Fund shall be named, and may be referred to as, the “SACO I
Trust 2006-4.” The Certificates issued hereunder may be referred to as
“Mortgage-Backed Certificates, Series 2006-4” (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 Seller and the Trustee agree as
follows:
ARTICLE
I
DEFINITIONS
|
Section
1.01
|
Defined
Terms.
|
Whenever
used in this Agreement, the following words and phrases, unless
otherwise expressly provided or unless the context otherwise requires,
shall
have the meanings specified in this Article:
Accepted
Servicing Practices: With respect to
each Mortgage Loan, those mortgage servicing practices and procedures,
including
prudent collection and loan administration procedures, and the standard
of care
(i) employed by prudent mortgage servicers which service mortgage loans
of the
same type as the Mortgage Loans in the jurisdictions in which the related
Mortgage Properties are located or (ii) in accordance with the Xxxxxx Mae
Guide
or Xxxxxxx Mac Guide, subject to any variances negotiated with Xxxxxx Mae
or
Xxxxxxx Mac and subject to the express provisions of this Agreement. Such
standard of care shall not be lower than that the Master Servicer customarily
employs and exercises in servicing and administering similar mortgage loans
for
its own account and shall be in full compliance with all federal, state,
and
local laws, ordinances, rules and regulations.
Account:
The Distribution Account, the Reserve
Fund, the Swap Account and the Protected Account.
Accrual
Period: With respect to the Certificates
(other than the Class C Certificates and the Residual Certificates) and
any
Distribution Date, the period from and including the immediately preceding
Distribution Date (or with respect to the first Accrual Period, the Closing
Date) to and including the day prior to such Distribution Date. With respect
to
the Class C Certificates and the Class C Interest and any Distribution
Date, the
calendar month immediately preceding such Distribution Date. All calculations
of
interest on the Certificates (other than the Class C Certificates and the
Residual Certificates) will be made on the basis of the actual number of
days
elapsed in the related Accrual Period. All calculations of interest on
the Class
C Certificates and the Class C Interest will be made on the basis of a
360-day
year consisting of twelve 30-day months.
Additional
Disclosure: has the meaning set forth
in Section 3.16(a)(v)
Additional
Form 10-D Disclosure: has the meaning
set forth in Section 3.16(a)(ii)
Additional
Form 10-K Disclosure: has the meaning
set forth in Section 3.16(a)(iv)
Advance:
An advance of delinquent payments of
principal or interest in respect of a Mortgage Loan required to be made
by the
Master Servicer as provided in Section 5.01 hereof.
Affected
Party: As defined in the Swap
Agreement.
Agreement:
This Pooling and Servicing Agreement
and any and all amendments or supplements hereto made in accordance with
the
terms herein.
Amount
Held for Future Distribution: As to any
Distribution Date, the aggregate amount held in the 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, Subsequent Recoveries and Insurance Proceeds received
in
respect of such Mortgage Loans after the last day of the related Prepayment
Period.
Applied
Realized Loss Amount: With respect to any
Distribution Date and any Class of Class A, Class M and Class B Certificates,
the sum of the Realized Losses with respect to the Mortgage Loans that
have been
applied in reduction of the Certificate Principal Balance of a Class of
Certificates pursuant to Section 5.05 of this Agreement which have not
previously been reimbursed or reduced by any Subsequent Recoveries applied
to
such Applied Realized Loss Amount.
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.
Assessment
of Compliance: As defined in Section
3.14.
Attestation
Report: As defined in Section
3.14.
Back-Up
Certification: has the meaning set forth
in Section 3.16(a)(iv).
Basis
Risk Shortfall Carry Forward Amount: With
respect to any Distribution Date and any Class of Class A, Class M and
Class B
Certificates, an amount equal to the sum of (A) the excess, if any, of
(a) the
amount of Current Interest that such Class would have been entitled to
receive
on such Distribution Date had the Pass-Though Rate applicable to such Class
been
calculated at a per annum rate equal to One-Month LIBOR plus the related
Certificate Margin, over (b) the amount of Current Interest that such Class
received on such Distribution Date if the Pass-Through Rate is limited
to the
Net Rate Cap and (B) the amount in clause (A) for the previous Distribution
Dates not previously paid, together with interest thereon at a rate equal
to the
related Pass-Through Rate for such Distribution Date.
Bankruptcy
Code: Title 11 of the United States
Code.
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
6.06).
As of the Closing Date, each Class of Regular Certificates (other than
the Class
B-4 Certificates and Class C 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, Chicago, Illinois, Minneapolis, Minnesota or the city in
which
the Corporate Trust Office of the Trustee or the principal office of the
Master
Servicer is located as 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 Trustee in substantially the forms
attached hereto as Exhibits A-1 through A-5.
Certificate
Margin: With respect to the Class A-1
Certificates and, for purposes of the definition of “One-Month LIBOR
Pass-Through Rate”, REMIC II Regular Interest A-1, 0.170% per annum in the case
of each Distribution Date through and including the first possible Optional
Termination Date and 0.340% per annum in the case of each Distribution
Date
thereafter.
With
respect to the Class A-2 Certificates and, for purposes of the
definition of “One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest
A-2, 0.070% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.140% per annum
in
the case of each Distribution Date thereafter.
With
respect to the Class A-3 Certificates and, for purposes of the
definition of “One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest
A-3, 0.210% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.420% per annum
in
the case of each Distribution Date thereafter.
With
respect to the Class M-1 Certificates and, for purposes of the
definition of “One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest
M-1, 0.390% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.585% per annum
in
the case of each Distribution Date thereafter.
With
respect to the Class M-2 Certificates and, for purposes of the
definition of “One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest
M-2, 0.400% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.600% per annum
in
the case of each Distribution Date thereafter.
With
respect to the Class M-3 Certificates and, for purposes of the
definition of “One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest
M-3, 0.410% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.615% per annum
in
the case of each Distribution Date thereafter.
With
respect to the Class M-4 Certificates and, for purposes of the
definition of “One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest
M-4, 0.540% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.810% per annum
in
the case of each Distribution Date thereafter.
With
respect to the Class M-5 Certificates and, for purposes of the
definition of “One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest
M-5, 0.560% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.840% per annum
in
the case of each Distribution Date thereafter.
With
respect to the Class M-6 Certificates and, for purposes of the
definition of “One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest
M-6, 0.620% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 0.930% per annum
in
the case of each Distribution Date thereafter.
With
respect to the Class B-1 Certificates and, for purposes of the
definition of “One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest
B-1, 1.200% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 1.800% per annum
in
the case of each Distribution Date thereafter.
With
respect to the Class B-2 Certificates and, for purposes of the
definition of “One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest
B-2, 1.350% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 2.025% per annum
in
the case of each Distribution Date thereafter.
With
respect to the Class B-3 Certificates and, for purposes of the
definition of “One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest
B-3, 2.350% per annum in the case of each Distribution Date through and
including the first possible Optional Termination Date and 3.525% per annum
in
the case of each Distribution Date thereafter.
With
respect to the Class B-4 Certificates and, for purposes of the
definition of “One-Month LIBOR Pass-Through Rate”, REMIC II Regular Interest B-4
Certificates, 3.500% per annum in the case of each Distribution Date through
and
including the first possible Optional Termination Date and 5.250% per annum
in
the case of each Distribution Date thereafter.
Certificate
Notional Amount: With respect to the
Class C Certificates and any Distribution Date, an amount equal to the
Stated
Principal Balance of the Mortgage Loans as of the beginning of the related
Due
Period. The initial Certificate Notional Amount of the Class C Certificates
shall be $513,946,331.64. For federal income tax purposes, the Certificate
Notional Amount for any Distribution Date shall be an amount equal to the
Uncertificated Notional Amount for the Class C Interest for such Distribution
Date.
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 C Certificate and Class R Certificate)
and as
of any Distribution Date, the Initial Certificate Principal Balance of
such
Certificate plus, in the case of a Class A, Class M or Class B Certificate,
any
Subsequent Recoveries added to the Certificate Principal Balance of such
Certificate pursuant to Section 5.04(b), 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
5.04, and (ii) any Applied Realized Loss Amounts allocated to such Certificate
on previous Distribution Dates. As to any Class C Certificate and as of
any
Distribution Date, an amount equal to the Uncertificated Principal Balance
of
the Class C Interest.
Certificate
Register: The register maintained
pursuant to Section 6.02 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).
Certification
Parties: has the meaning set forth
in Section 3.16(a)(iv).
Certifying
Person: has the meaning set forth in
Section 3.16(a)(iv).
Class:
All Certificates bearing the same Class
designation as set forth in Section 6.01 hereof.
Class
A Certificates: Any of the Class A-1, Class
A-2 and Class A-3 Certificates.
Class
A Principal Distribution Amount: For any
Distribution Date, an amount equal to the lesser of (x) the Principal
Distribution Amount for such Distribution Date and (y) the excess, if any,
of
(i) the aggregate Certificate Principal Balance of the Class A Certificates
immediately prior to such Distribution Date, over (ii) the lesser of (a)
the
product of (1) 38.50% and (2) the aggregate Stated Principal Balance of
the
Mortgage Loans as of the last day of the related Due Period (after giving
effect
to scheduled payments of principal due during the related Due Period, to
the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized
Losses
incurred during the related Due Period), and (b) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the
related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Due Period) minus the
Overcollateralization Floor.
Class
A-1 Certificate: Any Certificate designated
as a “Class 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 A-1 Certificates as set forth herein and evidencing
(i) a
Regular Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall
Carry Forward Amounts and (iii) the obligation to pay Class IO Distribution
Amounts.
Class
A-2 Certificate: Any Certificate designated
as a “Class 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 A-2 Certificates as set forth herein and evidencing
(i) a
Regular Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall
Carry Forward Amounts and (iii) the obligation to pay Class IO Distribution
Amounts.
Class
A-3 Certificate: Any Certificate designated
as a “Class A-3 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 A-3 Certificates as set forth herein and evidencing
(i) a
Regular Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall
Carry Forward Amounts and (iii) the obligation to pay Class IO Distribution
Amounts.
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 its Percentage Interest of distributions
provided for the Class B-1 Certificates as set forth herein and evidencing
(i) a
Regular Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall
Carry Forward Amounts and (iii) the obligation to pay Class IO Distribution
Amounts.
Class
B-1 Principal Distribution Amount: For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount and the Class M-6 Principal Distribution Amount and
(y) the
excess, if any, of (a) the sum of (1) the aggregate Certificate Principal
Balance of the Class A Certificates (after taking into account the distribution
of the Class A Principal Distribution Amount on such Distribution Date),
(2) the
Certificate Principal Balance of the Class M-1 Certificates (after taking
into
account the distribution of the Class M-1 Principal Distribution Amount
on such
Distribution Date), (3) the Certificate Principal Balance of the Class
M-2
Certificates (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (4) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account
the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (7) the Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date) and (8) the Certificate
Principal
Balance of the Class B-1 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 82.20% and (y) the
aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the
related
Due Period (after giving effect to scheduled payments of principal due
during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period,
and
after reduction for Realized Losses incurred during the related Due Period),
and
(2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the last
day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or
advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period) minus the Overcollateralization Floor.
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 its Percentage Interest of distributions
provided for the Class B-2 Certificates as set forth herein and evidencing
(i) a
Regular Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall
Carry Forward Amounts and (iii) the obligation to pay Class IO Distribution
Amounts.
Class
B-2 Principal Distribution Amount: For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount, the Class M-1 Principal Distribution
Amount,
the Class M-2 Principal Distribution Amount, the Class M-3
Principal Distribution Amount, the Class M-4 Principal Distribution Amount,
the
Class M-5 Principal Distribution Amount, the Class M-6 Principal Distribution
Amount and the Class B-1 Principal Distribution Amount and (y) the excess,
if
any, of (a) the sum of (1) the aggregate Certificate Principal Balance
of the
Class A Certificates (after taking into account the distribution of the
Class A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (5) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (6) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (7) the Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date), (8) the Certificate Principal
Balance of the Class B-1 Certificates (after taking into account the
distribution of the Class B-1 Principal Distribution Amount on such Distribution
Date) and (9) the Certificate Principal Balance of the Class B-2 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1)
the
product of (x) 85.00% and (y) the aggregate Stated Principal Balance of
the
Mortgage Loans as of the last day of the related Due Period (after giving
effect
to scheduled payments of principal due during the related Due Period, to
the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized
Losses
incurred during the related Due Period), and (2) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the
related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Due Period) minus the
Overcollateralization Floor.
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 its Percentage Interest of distributions
provided for the Class B-3 Certificates as set forth herein and evidencing
(i) a
Regular Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall
Carry Forward Amounts and (iii) the obligation to pay Class IO Distribution
Amounts.
Class
B-3 Principal Distribution Amount: For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount, the Class M-6 Principal Distribution Amount, the Class
B-1
Principal Distribution Amount, and the Class B-2 Principal Distribution
Amount
and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
the
distribution of the Class A Principal Distribution Amount on such Distribution
Date),
(2) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (5) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (6) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (7) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (8) the Certificate Principal Balance of the Class B-1 Certificates
(after taking into account the distribution of the Class B-1 Principal
Distribution Amount on such Distribution Date), (9) the Certificate Principal
Balance of the Class B-2 Certificates (after taking into account the
distribution of the Class B-2 Principal Distribution Amount on such Distribution
Date) and (10) the Certificate Principal Balance of the Class B-3 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1)
the
product of (x) 87.20% and (y) the aggregate Stated Principal Balance of
the
Mortgage Loans as of the last day of the related Due Period (after giving
effect
to scheduled payments of principal due during the related Due Period, to
the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized
Losses
incurred during the related Due Period), and (2) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the
related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Due Period) minus the
Overcollateralization Floor.
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 its Percentage Interest of distributions
provided for the Class B-4 Certificates as set forth herein and evidencing
(i) a
Regular Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall
Carry Forward Amounts and (iii) the obligation to pay Class IO Distribution
Amounts.
Class
B-4 Principal Distribution Amount: For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount, the Class M-6 Principal Distribution Amount, the Class
B-1
Principal Distribution Amount, the Class B-2 Principal Distribution Amount
and
the Class B-3 Principal Distribution Amount and (y) the excess, if any,
of (a)
the sum of (1) the aggregate Certificate Principal Balance of the Class
A
Certificates (after taking into account the distribution of the Class A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2
Principal
Distribution Amount on such Distribution Date), (4) the
Certificate Principal Balance of the Class M-3 Certificates (after taking
into
account the distribution of the Class M-3 Principal Distribution Amount
on such
Distribution Date), (5) the Certificate Principal Balance of the Class
M-4
Certificates (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (6) the Certificate
Principal Balance of the Class M-5 Certificates (after taking into account
the
distribution of the Class M-5 Principal Distribution Amount on such Distribution
Date), (7) the Certificate Principal Balance of the Class M-6 Certificates
(after taking into account the distribution of the Class M-6 Principal
Distribution Amount on such Distribution Date), (8) the Certificate Principal
Balance of the Class B-1 Certificates (after taking into account the
distribution of the Class B-1 Principal Distribution Amount on such Distribution
Date), (9) the Certificate Principal Balance of the Class B-2 Certificates
(after taking into account the distribution of the Class B-2 Principal
Distribution Amount on such Distribution Date), (10) the Certificate Principal
Balance of the Class B-3 Certificates (after taking into account the
distribution of the Class B-3 Principal Distribution Amount on such Distribution
Date) and (11) the Certificate Principal Balance of the Class B-4 Certificates
immediately prior to such Distribution Date, over (b) the lesser of (1)
the
product of (x) 89.90% and (y) the aggregate Stated Principal Balance of
the
Mortgage Loans as of the last day of the related Due Period (after giving
effect
to scheduled payments of principal due during the related Due Period, to
the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period, and after reduction for Realized
Losses
incurred during the related Due Period), and (2) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the
related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period, and after reduction
for
Realized Losses incurred during the related Due Period) minus the
Overcollateralization Floor.
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 IV, (ii) the obligation to pay Basis Risk Shortfall Carry
Forward Amounts, (iii) the right to receive Class IO Distribution Amounts
and
(iv) the right to receive any Prepayment Charge Waiver Amounts.
Class
C Distribution Amount: With respect to any
Distribution Date, the sum of (i) the Current Interest for the Class C
Interest
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 any Distribution Date after
the
Distribution Date on which the Certificate Principal Balances of the Class
A,
Class M and Class B Certificates have been reduced to zero, the Class C
Distribution Amount shall include the Overcollateralization Amount.
Class
C Interest: An uncertificated interest in
the Trust Fund held by the Trustee on behalf of the Holders of the Class
C
Certificates, evidencing a Regular Interest in REMIC III for purposes of
the
REMIC Provisions.
Class
IO Distribution Amount: As defined in
Section 3.21 hereof. For purposes of clarity, the Class IO Distribution
Amount
for any Distribution Date shall equal the amount payable to the Swap
Administrator on such Distribution Date in excess of the amount payable
on REMIC
V Regular Interest IO on such Distribution Date, all as further provided
in
Section 3.21 hereof.
Class
IO Interest: An uncertificated interest in
the Trust Fund held by the Trustee on behalf of the holders of the REMIC
V
Regular Interest IO, evidencing a Regular Interest in REMIC III for purposes
of
the REMIC Provisions.
Class
M Certificates: Any of the Class M-1, Class
M-2, Class M-3, Class M-4, Class M-5 and Class M-6 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 its Percentage Interest of distributions
provided for the Class M-1 Certificates as set forth herein and evidencing
(i) a
Regular Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall
Carry Forward Amounts and (iii) the obligation to pay Class IO Distribution
Amounts.
Class
M-1 Principal Distribution Amount: For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount and (y) the excess, if any, of (a) the sum
of (1)
the aggregate Certificate Principal Balance of the Class A Certificates
(after
taking into account the distribution of the Class A Principal Distribution
Amount on such Distribution Date) and (2) the Certificate Principal Balance
of
the Class M-1 Certificates immediately prior to such Distribution Date,
over (b)
the lesser of (1) the product of (x) 53.20% and (y) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period,
and
after reduction for Realized Losses incurred during the related Due Period),
and
(2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the last
day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or
advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period) minus the Overcollateralization Floor.
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 its Percentage Interest of distributions
provided for the Class M-2 Certificates as set forth herein and evidencing
(i) a
Regular Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall
Carry Forward Amounts and (iii) the obligation to pay Class IO Distribution
Amounts.
Class
M-2 Principal Distribution Amount: For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount and the Class M-1 Principal Distribution
Amount
and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
the
distribution of the
Class
A Principal Distribution Amount on such Distribution Date), (2) the
Certificate Principal Balance of the Class M-1 Certificates (after taking
into
account the distribution of the Class M-1 Principal Distribution Amount
on such
Distribution Date) and (3) the Certificate Principal Balance of the Class
M-2
Certificates immediately prior to such Distribution Date, over (b) the
lesser of
(1) the product of (x) 63.20% and (y) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period, and after reduction for
Realized
Losses incurred during the related Due Period), and (2) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period,
and
after reduction for Realized Losses incurred during the related Due Period)
minus the Overcollateralization Floor.
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 its Percentage Interest of distributions
provided for the Class M-3 Certificates as set forth herein and evidencing
(i) a
Regular Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall
Carry Forward Amounts and (iii) the obligation to pay Class IO Distribution
Amounts.
Class
M-3 Principal Distribution Amount: For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount
and
the Class M-2 Principal Distribution Amount and (y) the excess, if any,
of (a)
the sum of (1) the aggregate Certificate Principal Balance of the Class
A
Certificates (after taking into account the distribution of the Class A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date) and (4) the Certificate
Principal
Balance of the Class M-3 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 67.50% and (y) the
aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the
related
Due Period (after giving effect to scheduled payments of principal due
during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period,
and
after reduction for Realized Losses incurred during the related Due Period),
and
(2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the last
day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or
advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period) minus the Overcollateralization Floor.
Class
M-4 Certificate: Any Certificate designated
as a “Class M-4 Certificate” on the face thereof, in the form of Exhibit A-2
hereto, representing the right to its Percentage Interest of distributions
provided for the Class M-4 Certificates as set forth herein and evidencing
(i) a
Regular
Interest in REMIC III, (ii) the right to receive Basis Risk
Shortfall Carry Forward Amounts and (iii) the obligation to pay Class IO
Distribution Amounts.
Class
M-4 Principal Distribution Amount: For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount and the Class M-3 Principal Distribution
Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking
into
account the distribution of the Class A Principal Distribution Amount on
such
Distribution Date), (2) the Certificate Principal Balance of the Class
M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (3) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (4) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date) and (5) the Certificate
Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 71.80% and (y) the
aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the
related
Due Period (after giving effect to scheduled payments of principal due
during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period,
and
after reduction for Realized Losses incurred during the related Due Period),
and
(2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the last
day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or
advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period) minus the Overcollateralization Floor.
Class
M-5 Certificate: Any Certificate designated
as a “Class M-5 Certificate” on the face thereof, in the form of Exhibit A-2
hereto, representing the right to its Percentage Interest of distributions
provided for the Class M-5 Certificates as set forth herein and evidencing
(i) a
Regular Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall
Carry Forward Amounts and (iii) the obligation to pay Class IO Distribution
Amounts.
Class
M-5 Principal Distribution Amount: For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount and the Class M-4 Principal Distribution Amount and (y) the excess,
if
any, of (a) the sum of (1) the aggregate Certificate Principal Balance
of the
Class A Certificates (after taking into account the distribution of the
Class A
Principal Distribution Amount on such Distribution Date), (2) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
the
distribution of the Class M-1 Principal Distribution Amount on such Distribution
Date), (3) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (4) the Certificate Principal
Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date),
(5) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date) and (6) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date, over (b) the lesser of (1) the product of (x) 75.80%
and (y)
the aggregate Stated Principal Balance of the Mortgage Loans as of the
last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or
advanced,
and unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period), and (2) the aggregate Stated Principal Balance of the Mortgage
Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent
received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period, and after reduction for Realized Losses incurred
during the related Due Period) minus the Overcollateralization
Floor.
Class
M-6 Certificate: Any Certificate designated
as a “Class M-6 Certificate” on the face thereof, in the form of Exhibit A-2
hereto, representing the right to its Percentage Interest of distributions
provided for the Class M-6 Certificates as set forth herein and evidencing
(i) a
Regular Interest in REMIC III, (ii) the right to receive Basis Risk Shortfall
Carry Forward Amounts and (iii) the obligation to pay Class IO Distribution
Amounts.
Class
M-6 Principal Distribution Amount: For any
Distribution Date, an amount equal to the lesser of (x) the remaining Principal
Distribution Amount for such Distribution Date after distribution of the
Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the
Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution
Amount, the Class M-4 Principal Distribution Amount and the Class M-5 Principal
Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Class A Principal Distribution
Amount on such Distribution Date), (2) the Certificate Principal Balance
of the
Class M-1 Certificates (after taking into account the distribution of the
Class
M-1 Principal Distribution Amount on such Distribution Date), (3) the
Certificate Principal Balance of the Class M-2 Certificates (after taking
into
account the distribution of the Class M-2 Principal Distribution Amount
on such
Distribution Date), (4) the Certificate Principal Balance of the Class
M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (5) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into account
the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (6) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date) and (7) the Certificate
Principal
Balance of the Class M-6 Certificates immediately prior to such Distribution
Date, over (b) the lesser of (1) the product of (x) 78.90% and (y) the
aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the
related
Due Period (after giving effect to scheduled payments of principal due
during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period,
and
after reduction for Realized Losses incurred during the related Due Period),
and
(2) the aggregate Stated Principal Balance of the Mortgage Loans as of
the last
day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or
advanced,
and unscheduled collections of principal received during the related
Prepayment
Period, and after reduction for Realized Losses incurred
during the related Due Period) minus the Overcollateralization
Floor.
Class
R-1 Certificate: Any Certificate designated
a “Class R-1 Certificate” on the face thereof, in the form set forth in Exhibit
A-5 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 the form set forth in Exhibit
A-5 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 the form set forth in Exhibit
A-5 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.
Class
RX Certificate: Any Certificate designated
a “Class RX Certificate” on the face thereof, in substantially the form set
forth in Exhibit A-5 hereto, evidencing the ownership of the Class R-4
Interest
and Class R-5 Interest and representing the right to the Percentage Interest
of
distributions provided for the Class RX Certificates as set forth
herein.
Class
R-4 Interest: The uncertificated Residual
Interest in REMIC IV.
Class
R-5 Interest: The uncertificated Residual
Interest in REMIC V.
Closing
Date: March 30, 2006.
Code:
The Internal Revenue Code of 1986,
including any successor or amendatory provisions.
Commission:
means the U.S. Securities and
Exchange Commission.
Compensating
Interest: An amount, not to exceed
the Servicing Fee, to be deposited in the Protected Account by the Master
Servicer to the payment of a Prepayment Interest Shortfall on a Mortgage
Loan
subject to this Agreement.
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 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx
0000,
Xxxxxxx, Xxxxxxxx, 00000 Attention: Global Securities and Trust Services
Group –
SACO 2006-4, or at such other address as the Trustee may designate from
time to
time.
Corresponding
Certificate: With respect to each
REMIC II Regular Interest (other than REMIC II Regular Interests AA, ZZ
and IO),
the Certificate with the corresponding designation. With respect to each
REMIC
III Regular Interest (other than the Class C Interest and the Class IO
Interest), the related Certificate representing an ownership
therein.
Cumulative
Realized Loss Percentage: With respect
to the Certificates and any Distribution Date, the percentage obtained
by
dividing (x) the aggregate Realized Losses on the Mortgage Loans incurred
since
the related Cut-off Date through the end of the related Due Period by (y)
the
aggregate Stated Principal Balance of the Mortgage Loans as of the related
Cut-off Date.
Current
Interest: As of any Distribution Date,
with respect to the Certificates and interests of each class (other than
the
Residual Interests and the Residual Certificates), (i) the interest accrued
on
the Certificate Principal Balance or Certificate Notional Amount or
Uncertificated Notional Amount, as applicable, during the related Accrual
Period
at the applicable Pass-Through Rate, or otherwise distributable thereto,
plus
any amount previously distributed with respect to interest for such Certificate
or interest that has been recovered as a voidable preference by a trustee
in
bankruptcy minus (ii) the sum of (a) any Prepayment Interest Shortfall
for such
Distribution Date, to the extent not covered by Compensating Interest and
(b)
any Relief Act Interest Shortfalls during the related Due Period, provided,
however, that for purposes of calculating Current Interest for any such
Class or
interest, amounts specified in clause (ii) hereof for any such Distribution
Date
shall be allocated first to the Class C Certificates, Class C Interest
and
Residual Certificates in reduction of amounts otherwise distributable to
such
Certificates and interest on such Distribution Date and then any excess
shall be
allocated to each Class of Class A, Class M and Class B Certificates
pro rata based on the respective
amounts of interest accrued pursuant to clause (i) hereof for each such
Class on
such Distribution Date.
Custodial
Agreements: The Xxxxx Fargo Custodial
Agreement and the LaSalle Custodial Agreement.
Custodians:
LaSalle Bank National Association and
Xxxxx Fargo Bank, N.A., or any successor custodians appointed pursuant
to the
provisions hereof and the Custodial Agreements.
Cut-off
Date: The close of business on March 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 $
513,946,331.64.
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.
Defaulting
Party: As defined in the Swap
Agreement.
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
6.06.
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.
Denomination:
With respect to each Certificate,
the amount set forth on the face thereof as the “Initial Principal Balance or
Initial Notional Amount of this Certificate”.
Depositor:
Structured Asset Mortgage Investments
II Inc., a Delaware company, or its successor in interest.
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.
Designated
Depository Institution: A depository
institution (commercial bank, federal savings bank, mutual savings bank
or
savings and loan association) or trust company (which may include the Trustee
and the Master Servicer), the deposits of which are fully insured by the
FDIC to
the extent provided by law.
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 Trustee pursuant to Section 4.04
in the
name of the Trustee for the benefit of the Certificateholders designated
“LaSalle Bank National Association, in trust for registered holders of
Structured Asset Mortgage Investments II Inc., SACO I Trust 2006-4,
Mortgage-Backed Certificates, Series 2006-4”. The Distribution Account must be
an Eligible Account.
Distribution
Account Deposit Date: Two Business
Days prior to each 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 April
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.
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, as evidenced in writing. Eligible Accounts
may bear interest, and may include, if otherwise qualified under this
definition, accounts maintained with the Trustee.
EMC:
EMC Mortgage Corporation, a Delaware
corporation, and its successors and assigns, in its capacity as a sponsor
of the
Mortgage Loans to the Depositor.
EMC
Mortgage Loans: The Mortgage Loans identified
as such on the Mortgage Loan Schedule for which EMC is the applicable
Seller.
ERISA:
The Employee Retirement Income Security
Act of 1974, as amended.
ERISA
Restricted Certificates: Any of the Class C
Certificates and Residual Certificates.
Event
of Default: As defined in Section 8.01
hereof.
Excess
Cashflow: With respect to any Distribution
Date, an amount, if any, equal to the sum of (a) the Remaining Excess Spread
for
such Distribution Date and (b) the Overcollateralization Release Amount
for such
Distribution Date.
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, the excess, if any, of (i) the Interest Funds for such Distribution
Date
over (ii) the sum of the Current Interest on the Class A, Class M and Class
B
Certificates and Interest Carry Forward Amounts on the Class A Certificates
(other than Interest Carry Forward Amounts paid pursuant to Sections
5.04(a)(3)(A), in each case for such Distribution Date.
Exchange
Act: Securities Exchange Act of 1934, as
amended.
Exemption:
Prohibited Transaction Exemption
90-30, as amended from time to time.
Extra
Principal Distribution Amount: With respect
to any Distribution Date, the lesser of (i) the excess, if any, of the
Overcollateralization Target Amount for such Distribution Date over the
Overcollateralization Amount for such Distribution Date (after giving effect
to
distributions of principal on the Certificates other than any Extra Principal
Distribution Amount) and (ii) the Excess Spread for 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
Certification: The certification by a
Custodian substantially in the form of Exhibit Three to the related Custodial
Agreement.
Final
Recovery Determination: With respect to any
defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan
or REO
Property purchased by EMC (on its own behalf as a seller and on behalf
of Master
Funding) pursuant to or as contemplated by Section 2.03(c) or Section 10.01),
a
determination made by the Master Servicer that all Insurance Proceeds,
Liquidation Proceeds and other payments or recoveries which the Master
Servicer,
in its reasonable good faith judgment, expects to be finally recoverable
in
respect thereof have been so recovered. The Trustee shall maintain records,
based solely on information provided by the Master Servicer, of each Final
Recovery Determination made thereby.
FIRREA:
The Financial Institutions Reform,
Recovery, and Enforcement Act of 1989.
Fiscal
Quarter: December 1 to February 29 (or the
last day in such month), March 1 to May 31, June 1 to August 31, or September
1
to November 30, as applicable.
Fitch:
Fitch, Inc. and any successor
thereto.
Form
8-K Disclosure Information: has the meaning
set forth in Section 3.16(a)(iii).
Xxxxxxx
Mac: 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).
Indemnified
Persons: The Trustee, the Master
Servicer, the Trust Fund 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
Proceeds: Proceeds paid in respect of
the Mortgage Loans pursuant to any Insurance Policy and any other insurance
policy covering a Mortgage Loan, to the extent such proceeds are payable
to the
mortgagee under the Mortgage, the Master 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
Master 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 any
insurance policy with respect to the Mortgage Loans.
Interest
Carry Forward Amount: As of any
Distribution Date and with respect to each Class of Certificates (other
than the
Class C Certificates and the Residual Certificates), the sum of (i) the
excess
of (a) the Current Interest for such Class with respect to such Distribution
Date and any prior Distribution Dates over (b) the amount actually distributed
to such Class of
Certificates
with respect to interest on such Distribution Dates and (ii)
interest thereon (to the extent permitted by applicable law) at the applicable
Pass-Through Rate for such Class for the related Accrual Period including
the
Accrual Period relating to such Distribution Date.
Interest
Determination Date: Shall mean the
second LIBOR Business Day preceding the commencement of each Accrual
Period.
Interest
Funds: With respect to any Distribution
Date (i) the sum, without duplication, of (a) all scheduled interest during
the
related Due Period with respect to the Mortgage Loans less the Servicing
Fee,
the Trustee Fee and the LPMI Fee, if any, (b) all Advances relating to
interest
with respect to the Mortgage Loans made on or prior to the related Distribution
Account Deposit Date, (c) all Compensating Interest with respect to the
Mortgage
Loans and required to be remitted by the Master Servicer pursuant to this
Agreement with respect to such Distribution Date, (d) Liquidation Proceeds
and
Subsequent Recoveries with respect to the 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 EMC (on its own behalf
as a
Seller and on behalf of Master Funding) pursuant to Sections 2.02 and 2.03
and
by the Master Servicer pursuant to Section 3.19, in each case to the extent
remitted by the Master Servicer to the Distribution Account pursuant to
this
Agreement and (f) the interest portion of any proceed received from the
exercise
of a Optional Termination, minus (ii) all amounts relating to interest
required
to be reimbursed pursuant to Sections 4.02 and 4.05 or as otherwise set
forth in
this Agreement, and (iii) any Net Swap Payment or Swap Termination Payment
(not
due to a Swap Provider Trigger Event and to the extent not paid by the
Swap
Administrator from any upfront payment received pursuant to any replacement
interest rate swap agreements that may be entered into by the Supplemental
Interest Trust Trustee) owed to the Swap Administrator for payment to the
Swap
Provider for such Distribution Date and any such payments remaining unpaid
for
any prior Distribution Dates.
Interim
Certification: The certification by the
applicable Custodian substantially in the form of Exhibit Two to the related
Custodial Agreement.
LaSalle:
LaSalle Bank National Association, and
any successor thereto.
LaSalle
Custodial Agreement: The custodial
agreement, dated as of March 30, 2006, among the Depositor, EMC, as a sponsor,
Master Funding as a seller, the Master Servicer, the Trustee and LaSalle,
as a
Custodian, in substantially the form of Exhibit J-1 hereto.
Last
Scheduled Distribution Date: Solely for
purposes of the face of the Certificates as follows: the Distribution Date
in
March 2036.
Latest
Possible Maturity Date: The Distribution
Date in the month 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 Sections 860A
through 860G of the Code, the latest possible maturity date of each Regular
Interest issued by REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V 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.
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 Master 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-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 5.05(b) hereof.
LPMI
Fee: 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 Master Servicer or the related subservicer 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: The Holder of
a 50.01% or greater Percentage Interest in the Class C
Certificates.
Marker
Rate: With respect to the Class C Interest
and any Distribution Date, a per annum rate equal to two (2) times the
weighted
average of the Uncertificated REMIC II Pass-Through Rates for the REMIC
II
Regular Interests (other than REMIC II Regular Interests AA and IO), with
the
rate on each such REMIC II Regular Interest (other than REMIC II Regular
Interest ZZ) subject to a cap equal to the lesser of (i) the One-Month
LIBOR
Pass-Through Rate for the Corresponding Certificate and (ii) the Net Rate
Cap
for the REMIC III Regular Interest the ownership of which is represented
by the
Corresponding Certificate for the purpose of this calculation for such
Distribution Date, and with the rate on REMIC II 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 II
Regular
Interest (other than REMIC II Regular Interests AA, ZZ and IO) 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
Funding: Master Funding LLC, a Delaware
limited liability company, and its successors and assigns, in its capacity
as
the seller of the Master Funding Mortgage Loans to the Depositor.
Master
Funding Mortgage Loans: The Mortgage Loans
identified as such on the Mortgage Loan Schedule for which Master Funding
is the
applicable Seller.
Master
Servicer: EMC Mortgage Corporation, in its
capacity as master servicer, and its successors and assigns.
Maximum
Uncertificated Accrued Interest Deferral Amount: With respect to any Distribution Date, the
excess of (i) accrued
interest at the Uncertificated REMIC II Pass-Through Rate applicable to
REMIC II
Regular Interest ZZ for such Distribution Date on a balance equal to the
Uncertificated Principal Balance of REMIC II Regular Interest ZZ minus
the REMIC
II Overcollateralized Amount, in each case for such Distribution Date,
over (ii)
the aggregate amount of Uncertificated Accrued Interest for such Distribution
Date on the REMIC II Regular Interests (other than REMIC II Regular Interests
AA, ZZ and IO), with the rate on each such REMIC II Regular Interest subject
to
a cap equal to the lesser of (x) the One-Month LIBOR Pass Through Rate
for the
Corresponding Certificate and (y) the Net Rate Cap for the REMIC III Regular
Interest the ownership of which is represented by the Corresponding Certificate
for the purpose of this calculation for such Distribution Date; provided,
however, that solely for this purpose, the related cap with respect to
each
REMIC II Regular Interest (other than REMIC II Regular Interests AA, ZZ
and IO)
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.
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
Statement: The statement delivered to the
Certificateholders pursuant to Section 5.06.
Moody’s:
Xxxxx’x Investors Service, Inc., and any
successor thereto.
Mortgage:
The mortgage, deed of trust or other
instrument creating a first or second lien on or first or second 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 Custodian to be added to the Mortgage File pursuant
to this Agreement and the Custodial 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.
Mortgage
Loan Purchase Agreement: The Mortgage
Loan Purchase Agreement, dated as of March 30, 2006, among EMC, as a sponsor,
Master Funding, as a seller and the Depositor, as purchaser in the form
attached
hereto as Exhibit L.
Mortgage
Loan Purchase Price: The price,
calculated as set forth in Section 10.01, to be paid in connection with
the
repurchase of the Mortgage Loans pursuant to Section 10.01.
Mortgage
Loan Schedule: The list of Mortgage
Loans (as from time to time amended by EMC or the Master Servicer 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, with
respect
to the Mortgage Loans and as amended from time to time to reflect the repurchase
or substitution of Mortgage Loans pursuant to this Agreement or the Mortgage
Loan Purchase Agreement, as the case may be, setting forth the following
information with respect to each Mortgage Loan:
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(i)
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the
city, state and zip code of the Mortgaged
Property;
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(ii)
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the
property type;
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(iii)
|
the
Mortgage Interest Rate;
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(iv)
|
the
Servicing Fee Rate;
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(v)
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the
Master Servicer's Fee Rate;
|
|
||||||||||
|
(vi)
|
the
LPMI Fee, if applicable;
|
|
||||||||||
|
(vii)
|
the
Trustee Fee Rate, if applicable;
|
|
||||||||||
|
(viii)
|
the
Net Rate;
|
|
||||||||||
|
(ix)
|
the
maturity date;
|
|
||||||||||
|
(x)
|
the
stated original term to maturity;
|
|
||||||||||
|
(xi)
|
the
stated remaining term to maturity;
|
|
||||||||||
|
(xii)
|
the
original Principal Balance;
|
|
||||||||||
|
(xiii)
|
the
first payment date;
|
|
|||||||||||
|
(xiv)
|
the
principal and interest payment in effect as of the Cut-off
Date;
|
|
|||||||||||
|
(xv)
|
the
unpaid Principal Balance as of the Cut-off
Date;
|
|
|||||||||||
|
(xvi)
|
the
Loan-to-Value Ratio at origination;
|
|
|||||||||||
|
(xvii)
|
the
insurer of any Primary Mortgage Insurance
Policy;
|
|
|||||||||||
|
(xviii)
|
the
MIN with respect to each MOM Loan;
|
|
|||||||||||
|
(xix)
|
the
Gross Margin, if applicable;
|
|
|||||||||||
|
(xx)
|
the
next Adjustment Date, if applicable;
|
|
|||||||||||
|
(xxi)
|
the
Maximum Lifetime Mortgage Rate, if applicable;
|
|
|||||||||||
|
(xxii)
|
the
Minimum Lifetime Mortgage Rate, if applicable;
|
|
|||||||||||
|
(xxiii)
|
the
Periodic Rate Cap, if applicable;
|
|
|||||||||||
|
(xxiv)
|
the
Loan Group, if applicable;
|
|
|||||||||||
|
(xxv)
|
a
code indicating whether the Mortgage Loan is negatively
amortizing;
|
||||||||||||
(xxvi) which
Mortgage Loans adjust after an initial fixed-rate period of one, two, three,
five, seven or ten years or any other period;
|
(xxvii)
|
the
Prepayment Charge, if any;
|
|
||||
|
(xxviii)
|
lien
position (e.g., first lien or second lien);
|
|
||||
|
(xxix)
|
a
code indicating whether the Mortgage Loan is has a balloon
payment;
|
|||||
|
(xxx)
|
a
code indicating whether the Mortgage Loan is an interest-only
loan;
|
|
||||
|
(xxxi)
|
the
interest-only term, if applicable;
|
|
||||
|
(xxxii)
|
the
Mortgage Loan Seller;
|
|
||||
(xxxiii) a
code
indicating whether the Mortgage Loan is an EMC Mortgage Loan or a Master
Funding
Mortgage Loan; and
|
(xxxiv)
|
the
original amortization term.
|
Such
schedule also shall set forth for all of the Mortgage Loans, the
total number of Mortgage Loans, the total of each of the amounts described
under
(n) and (j) above, the weighted average by principal balance as of the
Cut-off
Date of each of the rates described under (c)
through
(h) above, and the weighted average remaining term to maturity by
unpaid principal balance as of the Cut-off Date.
Mortgage
Note: The original executed note or
other evidence of indebtedness of a Mortgagor under a Mortgage
Loan.
Mortgage
Rate: With respect to each Mortgage
Loan, the rate set forth in the related Mortgage Note. With respect to
each
Mortgage Loan that becomes an REO Property, as of any date of determination,
the
annual rate determined in accordance with the immediately preceding sentence
as
of the date such Mortgage Loan became an REO Property.
Mortgaged
Property: The underlying property
securing a Mortgage Loan.
Mortgagor:
The obligors on a Mortgage
Note.
Net
Mortgage Rate: As to each Mortgage Loan, and
at any time, the per annum rate equal to the Mortgage Rate less the sum
of (i)
the Servicing Fee Rate, (ii) the Trustee Fee Rate and (iii) the rate at
which
the LPMI Fee is calculated, if any.
Net
Rate Cap: With respect to any Distribution
Date and the Class A, Class B and Class M Certificates, the excess, if
any, of
(A) a per annum rate equal to the product of (x) the weighted average of
the Net
Mortgage Rates on the then outstanding Mortgage Loans, weighted based on
the
Stated Principal Balances of such Mortgage Loans as of the related Due
Date
prior to giving effect to any reduction in the Stated Principal Balances
of such
Mortgage Loans on such Due Date, and (y) a fraction, the numerator of which
is
30 and the denominator of which is the actual number of days elapsed in
the
related Accrual Period, over (B) an amount, expressed as a per annum rate,
equal
to the sum of (i) the Net Swap Payment payable to the Swap Provider on
such
Distribution Date and (ii) an amount equal to the Swap Termination Payment
not
due to a Swap Provider Trigger Event payable to the Swap Provider (to the
extent
not paid by the Swap Administrator from any upfront payment received pursuant
to
any replacement interest rate swap agreement that may be entered into by
the
Supplemental Interest Trust Trustee), divided by the aggregate outstanding
Stated Principal Balance of the Mortgage Loans as of the related Due Date
prior
to giving effect to any reduction in the Stated Principal Balances of such
Mortgage Loans on such Due Date, multiplied by 12. The Net Rate Cap will
be
adjusted to an effective rate reflecting the accrual of interest on an
actual/360 basis. With respect to any Distribution Date and the REMIC III
Regular Interests the ownership of which is represented by the Class A,
Class B
and Class M Certificates, a per annum rate equal to the weighted average
(adjusted for the actual number of days elapsed in the related Accrual
Period)
of the Uncertificated REMIC II Pass-Through Rates on the REMIC II Regular
Interests (other than REMIC II Regular Interest IO), weighted on the basis
of
the Uncertificated Principal Balances of each such REMIC II Regular Interest
immediately prior to such Distribution Date.
Net
Swap Payment: With respect to each
Distribution Date, the net payment required to be made pursuant to the
terms of
the Swap Agreement by either the Swap Provider or the Swap Administrator,
which
net payment shall not take into account any Swap Termination
Payment.
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 Master Servicer pursuant
to this
Agreement, that, in the good faith judgment of the Master 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.
Notional
Amount: With respect to each
Distribution Date and the Swap Agreement, the notional amount for the related
calculation period as set forth in the related schedule set forth in Exhibit
N.
Offered
Certificates: Any of the Class A, Class
M, 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, the Sponsor 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 and/or the Trustee, as the case may be, as required
by this Agreement.
One-Month
LIBOR: With respect to any Accrual
Period, the rate determined by the Trustee 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; provided that the parties hereto acknowledge
that
One-Month LIBOR for the first Accrual Period shall equal 4.850% per annum.
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 Trustee), One-Month LIBOR for the applicable Accrual Period
will
be the Reference Bank Rate. If no such quotations can be obtained by the
Trustee
and no Reference Bank Rate is available, One-Month LIBOR will be One-Month
LIBOR
applicable to the preceding Accrual Period. The establishment of One-Month
LIBOR
on each Interest Determination Date by the Trustee and the Trustee’s calculation
of the rate of interest applicable to the Class A Certificates and Class
M
Certificates for the related Accrual Period shall, in the absence of manifest
error, be final and binding.
One-Month
LIBOR Pass-Through Rate: With respect
to each Class A, Class M Certificate and Class B Certificate and, for purposes
of the definition of “Marker Rate” and “Maximum Uncertificated Accrued Interest
Deferral Amount”, the REMIC II Regular Interest for which such Certificate is
the Corresponding Certificate, a per annum rate equal to One-Month LIBOR
plus
the related Certificate Margin.
Opinion
of Counsel: A written opinion of counsel,
who may be counsel for EMC, the Depositor or the Master Servicer, reasonably
acceptable to each addressee of such opinion; provided that with respect
to
Section 2.05, 7.05, 7.07 or 11.01, or the interpretation or application
of
the REMIC Provisions, such counsel must (i) in fact be independent of
EMC, Depositor and the Master Servicer, (ii) not have any direct financial
interest in EMC, the Depositor or the Master Servicer or in any affiliate
of
either, and (iii) not be connected with EMC, the Depositor 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 10.01
hereof.
Optional
Termination Date: The Distribution Date
on which the Stated Principal Balance of all of the Mortgage Loans is equal
to
or less than 20% of the Stated Principal Balance of all of the Mortgage
Loans as
of the Cut-off Date.
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.
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 Trustee or delivered to the
Trustee for cancellation; and
(b) Certificates
in exchange for which or in lieu of which other Certificates
have been executed and delivered by the Trustee 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
Amount: With respect to any
Distribution Date, the excess, if any, of the aggregate Stated Principal
Balance
of the Mortgage Loans as of the last day of the related Due Period (after
giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period, and after reduction for
Realized
Losses incurred during the related Due Period) over the Certificate Principal
Balances of the Certificates (other than the Class C Certificates) on such
Distribution Date (after taking into account the payment of principal other
than
any Extra Principal Distribution Amount on such Certificates).
Overcollateralization
Floor: With respect to the
Certificates, an amount equal to 0.50% of the aggregate Stated Principal
Balance
of the Mortgage Loans as of the Cut-off 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 Overcollateralization 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 Overcollateralization Amount is less than or equal to the
Overcollateralization Target Amount on that Distribution Date).
Overcollateralization
Target Amount: With respect
to any Distribution Date (a) prior to the Stepdown Date, 5.50% of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date,
(b) on or
after the Stepdown Date and if a Trigger Event is not in effect, the greater
of
(i) the lesser of (1) 5.50% of the aggregate Stated Principal Balance of
the
Mortgage Loans as of the Cut-off Date and (2) 10.10% of the then current
aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced,
and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Due
Period) and (ii) the Overcollateralization Floor or (c) on or after the
Stepdown
Date and if a Trigger Event is in effect, the Overcollateralization Target
Amount for the immediately preceding Distribution Date.
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 the Class A,
Class M and Class B Certificates and any Distribution Date, a rate per
annum
equal to the lesser of (i) the related One-Month LIBOR Pass Through Rate
for
such Distribution Date and (ii) the Net Rate Cap for such Distribution
Date.
With
respect to the Class C Interest and any Distribution Date, 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 II Regular Interest
(other than REMIC II Regular Interest IO) equal to the product of (a) the
excess, if any, of the Uncertificated REMIC II Pass-Through Rate for such
REMIC
II Regular Interest over the Marker Rate and (b) a notional amount equal
to the
Uncertificated Principal Balance of such REMIC II Regular Interest, and
the
denominator of which is the aggregate Uncertificated Principal Balance
of such
REMIC II Regular Interests.
With
respect to the Class C Certificate, the Class C Certificate shall
not have a Pass-Through Rate, but Current Interest for such Certificate
and each
Distribution Date shall be an amount equal to 100% of the amount distributable
to the Class C Interest for such Distribution Date.
With
respect to the Class IO Interest, Class IO Interest shall not have a
Pass-Through Rate, but Current Interest for such interest and each Distribution
Date shall be an amount equal to 100% of the amounts distributable to REMIC
II
Regular Interest IO for such Distribution Date.
With
respect to REMIC V Regular Interest IO, REMIC V Regular Interest IO
shall not have a Pass-Through Rate, but Current Interest for such Regular
Interest and each Distribution
Date
shall be an amount equal to 100% of the amounts distributable to the
Class IO Interest for such Distribution Date.
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, as evidenced in
writing;
|
|
(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, as
evidenced in writing;
|
|
(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, as evidenced in
writing;
|
|
(v)
|
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 each Rating Agency, as evidenced in
writing;
|
|
(vi)
|
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 (v)
above;
|
|
(vii)
|
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
short
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 each Rating Agency, as evidenced by a signed writing
delivered by each Rating Agency;
|
|
(viii)
|
interests
in any money market fund (including any such fund managed
or advised by the Trustee or any affiliate thereof) which at the
date of
acquisition of the interests in such fund and throughout the time such
interests are held in such fund has the highest applicable short
term
rating by 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, as evidenced in
writing;
|
|
(ix)
|
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 the Master Servicer 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, as evidenced in writing;
and
|
|
(x)
|
such
other investments having a specified stated maturity and
bearing interest or sold at a discount acceptable to each Rating
Agency
and 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 (viii) 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) on 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, REMIC III, REMIC IV or REMIC V
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: A prepayment rate for the
Mortgage Loans of 35% CPR.
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 Master Servicer to the Trustee in respect of waived Prepayment Charges
pursuant to Section 4.01(a).
Prepayment
Interest Excess: With respect to any
Distribution Date, for each Mortgage Loan that was the subject of a Principal
Prepayment in full or in part during the portion of the related Prepayment
Period occurring between the first day of the calendar month in which such
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, 3.19 or 10.01 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 Trustee Fee, (b) the Servicing
Fee
and the LPMI Fee, if any.
Prepayment
Period: As to any Distribution Date,
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.
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 Accrual Period for
such
Class relating to a Distribution Date.
Principal
Distribution Amount: With respect to
each Distribution Date, an amount equal to (x) the Principal Funds for
such
Distribution Date plus (y) any Extra Principal Distribution Amount for
such
Distribution Date, less (z) any Overcollateralization Release
Amount.
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
before 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
that
was repurchased by EMC on its own behalf as a Seller and on behalf of Master
Funding) pursuant to Sections 2.02 and 2.03 and by the Master Servicer
pursuant
to Section 3.19, (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), in
each
case to the extent remitted by the Master Servicer to the Distribution
Account
pursuant to this Agreement and (g) amounts in respect of principal paid
by the
Majority Class C Certificateholder or the Master Servicer, as applicable,
pursuant
to Section 10.01, minus (ii) all amounts required to be
reimbursed pursuant to Sections 4.02 and 4.05 or as otherwise set forth
in this
Agreement and (iii) any Net Swap Payments or Swap Termination Payments
(not due
to a Swap Provider Trigger Event and to the extent not paid by the Swap
Administrator from any upfront payment received pursuant to any replacement
interest rate swap agreement that may be entered into by the Supplemental
Interest Trust Trustee) owed to the Swap Administrator for payment to the
Swap
Provider for such Distribution Date and any such payments remaining unpaid
for
any prior Distribution Dates to the extent not paid from Interest
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, 3.19
and
10.01 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 Master Servicer,
as
appropriate, in accordance with the terms of the related Mortgage
Note.
Principal
Remittance Amount: With respect to each
Distribution Date, the sum of the amounts listed in clauses (a) through
(f) of
the definition of Principal Funds.
Private
Certificates: Any of the Class B-4, Class
C and Residual Certificates.
Prospectus
Supplement: The Prospectus Supplement
dated February 24, 2006 relating to the public offering of the Class A-1,
Class
X-0, Xxxxx X-0, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class
M-6, Class B-1, Class B-2 and Class B-3 Certificates.
Protected
Account: The separate Eligible Account
established and maintained by the Master Servicer with respect to the Mortgage
Loans and REO Property in accordance with Section 4.01 hereof.
PUD:
A Planned Unit Development.
Purchase
Price: With respect to any Mortgage Loan
(x) required to be repurchased by EMC pursuant to Section 2.02 or 2.03
hereof or
(y) that EMC has a right to purchase pursuant to Section 3.19 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 (or if the related Mortgaged
Property was acquired with respect thereto, 100% of the Outstanding Principal
Balance at the date of the acquisition), 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 (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.
QIB:
A Qualified Institutional Buyer as defined
in Rule 144A promulgated under the Securities Act.
Rating
Agency: Each of Xxxxx’x 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 (iii)
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 Master Servicer pursuant to this 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 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.
Record
Date: With respect to any Distribution
Date and the Certificates (other than the Class B-4, Class C and Residual
Certificates), so long as such Classes of 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
and Residual Certificates, so long as such Classes of Certificates remain
non
Book-Entry Certificates, 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 Trustee 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 Trustee and (iii)
which are not controlling, controlled by, or under common control with,
the
Depositor, the Seller or the Master Servicer.
Reference
Bank Rate: With respect to any 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
Class
A, Class M and Class B Certificates for such 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 Trustee,
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
A, Class M and Class B Certificates for such 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 similar state law.
Relief
Act Interest Shortfall: With respect to
any Distribution Date and any Mortgage Loan, any reduction in the amount
of
interest collectible on such Mortgage Loan for the most recently ended
Due
Period as a result of the application of the Relief Act.
Remaining
Excess Spread: With respect to any
Distribution Date, 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 the Preliminary Statement and Section 5.07(a).
REMIC
I Regular Interest: Any of the separate
non-certificated beneficial ownership interests in REMIC I issued hereunder
and
designated as a Regular Interest in REMIC I. Each REMIC I Regular Interest
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. The designations for the respective REMIC I Regular Interests
are set forth in the Preliminary Statement hereto. The REMIC I Regular
Interests
consist of REMIC I Regular Interest I-1-A through REMIC I Regular Interest
I-45-B, each as designated in the Preliminary Statement hereto.
REMIC
II: The segregated pool of assets described
in the Preliminary Statement and Section 5.07(a).
REMIC
II 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) the aggregate Stated Principal Balance of the Mortgage Loans
and
REO Properties then outstanding and (ii) the Uncertificated REMIC II
Pass-Through Rate for REMIC II Regular Interest AA minus the Marker Rate,
divided by (b) 12.
REMIC
II Overcollateralization Amount: With
respect to any date of determination, (i) 1.00% of the aggregate Uncertificated
Principal Balance of the REMIC II Regular Interests minus (ii) the aggregate
Uncertificated Principal Balance of each REMIC II Regular Interest for
which a
Class A, Class M or Class B Certificate is a Corresponding Certificate,
in each
case, as of such date of determination.
REMIC
II Principal Loss Allocation Amount: With
respect to any Distribution Date, an amount equal to the product of (i)
the
aggregate Stated Principal Balance of the Mortgage Loans and 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 II Regular
Interest
for which a Class A, Class M or Class B Certificate is a Corresponding
Certificate, and the denominator of which is the aggregate Uncertificated
Principal Balance of each REMIC II Regular Interest for which a Class A,
Class M
or Class B Certificate is a Corresponding Certificate and REMIC II Regular
Interest ZZ.
REMIC
II Required Overcollateralization Amount:
1.00% of the Overcollateralization Target Amount.
REMIC
II Regular Interest: Any of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder
and
designated as a Regular Interest in REMIC II. Each REMIC II Regular Interest
shall accrue interest at the related Uncertificated REMIC II Pass-Through
Rate
in effect from time to time, and (other than REMIC II Regular Interest
IO) shall
be
entitled
to distributions of principal, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated
Principal Balance as set forth in the Preliminary Statement hereto. The
designations for the respective REMIC II Regular Interests are set forth
in the
Preliminary Statement hereto.
REMIC
III: The segregated pool of assets
described in the Preliminary Statement and Section 5.07(a).
REMIC
III Regular Interest: The Class C Interest,
Class IO Interest or any Regular Interest in REMIC III the ownership of
which is
represented by any of the Class A, Class M or Class B Certificates.
REMIC
IV: The segregated pool of assets
consisting of the Class C Interest conveyed in trust to the Trustee, for
the
benefit of the Holders of the Class C Certificates and the Class RX Certificate
(in respect of the Class R-4 Interest), with respect to which a separate
REMIC
election is to be made.
REMIC
IV Certificate: Any Class C Certificate or
Class RX Certificate (in respect of the Class R-4 Interest).
REMIC
V: The segregated pool of assets consisting
of the Class IO Interest conveyed in trust to the Trustee, for the benefit
of
the Holders of REMIC V Regular Interest IO and the Class RX Certificate
(in
respect of the Class R-5 Interest), with respect to which a separate REMIC
election is to be made.
REMIC
V Interests: The REMIC V Regular Interest
IO or Class RX Certificate (in respect of the Class R-5 Interest).
REMIC
Opinion: Shall mean an Opinion of Counsel
to the effect that the proposed action will not cause any of REMIC I, REMIC
II,
REMIC III, REMIC IV or REMIC V to fail to qualify as a REMIC at any time
that
any Certificates are outstanding.
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.
REMIC
Termination Payment: As defined in Section
10.01.
Remittance
Date: Shall mean the Business Day
immediately preceding the Distribution Account Deposit Date.
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 Master 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 EMC 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 Combined 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; (ix) comply with each representation and warranty set forth in
Section
7 of the Mortgage Loan Purchase Agreement; (x) the related Custodian has
delivered a Final Certification noting no defects or exceptions.
Reportable
Event: has the meaning set forth in
Section 3.16(a)(iii).
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, the Servicer or the Master Servicer in respect of such
repurchased Mortgage Loan which are being held in the Collection Account
for
remittance to the Trustee 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 or the Master Servicer to the
respective Custodian substantially in the form of Exhibit G hereto or other
form
attached as an exhibit to the related Custodial Agreement. Each Request
for
Release furnished to the respective Custodian by the Sponsor, the Company,
the
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 respective Custodian, shall be deemed to have been
sent
and executed by an officer of such Person or a Servicing Officer) of the
Sponsor, the Company or the Master 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.
Reserve
Fund: Shall mean the separate trust
account created and maintained by the Trustee pursuant to Section 3.21
hereof.
Reserve
Fund Deposit: With respect to the Reserve
Fund, an amount equal to $5,000, which the Depositor shall initially deposit
into the Reserve Fund pursuant to Section 3.21 hereof.
Residual
Certificates: The Class R-1, Class R-2,
Class R-3 and Class RX Certificates (representing ownership of the Class
R-4
Interest and Class R-5 Interest), 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.
Xxxxxxxx-Xxxxx
Act: means the Xxxxxxxx-Xxxxx Act
of 2002 and the rules and regulations of the Commission promulgated thereunder
(including any interpretations thereof by the Commission’s staff).
Xxxxxxxx-Xxxxx
Certification: has the meaning set
forth in Section 3.16(a)(iv).
S&P:
Standard & Poor’s, a division of The
XxXxxx-Xxxx Companies, Inc., and any successor thereto.
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.
Seller:
EMC or Master Funding, in each case in
such capacity under the Mortgage Loan Purchase Agreement.
Senior
Certificates: Any of the Class A-1, Class
A-2 and Class A-3 Certificates.
Servicing
Advances: All customary, reasonable and
necessary “out of pocket” costs and expenses (including reasonable legal fees)
incurred in the performance by the Master Servicer of its servicing obligations
hereunder, 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
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 and
the
applicable Servicer in response to evolving interpretations of Regulation
AB and
incorporated into a revised Exhibit P.
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 Due
Date in the month preceding the month in which such Distribution Date occurs
or,
in the event of any payment of interest that accompanies a Principal Prepayment
in full during the related Due Period made by the Mortgagor immediately
prior to
such prepayment, interest at the Servicing Fee Rate on the Stated Principal
Balance of such Mortgage Loan for the period covered by such payment of
interest.
Servicing
Fee Rate: 0.500% per
annum.
Servicing
Modification: With respect to any
Mortgage Loan that is in default or, in the reasonable judgment of the
Master
Servicer, as to which default is reasonably foreseeable, any modification
which
is effected by the Master Servicer in accordance with the terms of this
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 Master
Servicer involved in, or responsible for, the administration and servicing
of
the Mortgage Loans whose name and facsimile signature appear on a list
of
servicing officers furnished to the Trustee by the Master Servicer on the
Closing Date pursuant to this Agreement, as such list may from time to
time be
amended.
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 Swap Agreement.
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 Class A Certificates and
Class
M Certificates, prior to the distribution of the Principal Distribution
Amount
on such Distribution Date.
Special
Servicer Trigger: With respect to any
Distribution Date, a Special Servicer Trigger shall have occurred and be
continuing if at any time, (x) the percent equivalent of a fraction, the
numerator of which is the aggregate Stated Principal Balance of the Mortgage
Loans that are 60 days or more Delinquent and the denominator of which
is the
aggregate Stated Principal Balance of all of the Mortgage Loans as of the
last
day of the related Due Period exceeds (y) the percentage set forth in Exhibit
N
for such Distribution Date.
Sponsor:
EMC, in its capacity as
Seller.
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 Master Servicer as recoveries
of principal in accordance with Section 3.09 with respect to such Mortgage
Loan,
that were received by the Master 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.
Stepdown
Date: The later to occur of (a) the
Distribution Date in April 2009 and (b) the first Distribution Date on
which the
Current Specified Enhancement Percentage (calculated for this purpose only,
prior to distributions on the Certificates but following distributions
on the
Mortgage Loans for the related Due Period) and the applicable Prepayment
Period
is greater than or equal to 61.50%.
Subordinated
Certificates: The Class M, Class B
and Class C Certificates and Residual Certificates.
Subsequent
Recoveries: As of any Distribution
Date, amounts received by the Master Servicer (net of any related expenses
permitted to be reimbursed pursuant to Section 4.02) or surplus amounts
held by
the Master Servicer to cover estimated expenses (including, but not limited
to,
recoveries in respect of the representations and warranties made by the
Seller
pursuant to the Mortgage Loan Purchase Agreement) specifically related
to a
Mortgage Loan that was the subject of a liquidation or final disposition
of any
REO Property prior to the related Prepayment Period that resulted in a
Realized
Loss.
Subservicing
Agreement: Any agreement entered
into between the Master Servicer 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(c).
Successor
Master Servicer: The meaning ascribed
to such term pursuant to Section 8.02.
Supplemental
Interest Trust: The corpus of a
trust created pursuant to Section 3.21 of this Agreement and designated
as the
“Supplemental Interest Trust,” consisting of the Swap Agreement, the Swap
Administration Agreement and the Swap Account. For the avoidance of doubt,
the
Supplemental Interest Trust, the Swap Agreement, the Swap Account and the
Swap
Administration Agreement do not constitute parts of the Trust Fund or any
REMIC.
Supplemental
Interest Trust Trustee: LaSalle Bank
National Association, a national banking association not in its individual
capacity but solely in its capacity as supplemental interest trust trustee
under
the Supplemental Interest Trust, Swap Administration Agreement and Swap
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 supplemental interest
trust
trustee as may from time to time be serving as successor supplemental interest
trust trustee.
Swap
Account: The separate trust account created
and maintained by the Swap Administrator, and held within the Supplemental
Interest Trust, pursuant to the Swap Administration Agreement.
Swap
Administrator: LaSalle Bank National
Association acting as Swap administrator under the Swap Administration
Agreement.
Swap
Administration Agreement: The Swap
Administration Agreement, dated March 30, 2006, pursuant to which the Swap
Administrator will make payments to the Swap Provider and the Trust Fund,
and
certain other payments, as such agreement may be amended or supplemented
from
time to time.
Swap
Agreement: The interest rate swap agreement
between the Swap Provider and Supplemental Interest Trust Trustee, acting
as
trustee on behalf of the Supplemental Interest Trust, which agreement provides
for Net Swap Payments and Swap Termination Payments to be paid, as provided
therein, together with any schedules, confirmations or other agreements
relating
thereto, attached hereto as Exhibit M.
Swap
LIBOR: LIBOR as determined pursuant to the
Swap Agreement.
Swap
Optional Termination Payment: As defined in
Section 10.01.
Swap
Provider: The swap provider under the Swap
Agreement either (a) entitled to receive payments from the Swap Administrator
from amounts payable by the Trust Fund under this Agreement or (b) required
to
make payments to the Swap Administrator for payment to the Trust Fund,
in either
case pursuant to the terms of the Swap Agreement, and any successor in
interest
or assign. Initially, the Swap Provider shall be Bear Xxxxxxx Financial
Products
Swap
Provider Trigger Event: With respect to any
Distribution Date, (i) an Event of Default under the Swap Agreement with
respect
to which the Swap Provider is a Defaulting Party, (ii) a Termination Event
under
the Swap Agreement with respect to which the Swap Provider is the sole
Affected
Party, or (iii) an Additional Termination Event under the Swap Agreement
with
respect to which the Swap Provider is the sole Affected Party.
Swap
Termination Payment: Upon the designation of
an “Early Termination Date” as defined in the Swap Agreement, the payment to be
made by the Swap Administrator to the Swap Provider from payments from
the Trust
Fund, or by the Swap Provider to the Swap Administrator for payment to
the Trust
Fund, as applicable, pursuant to the terms of the Swap Agreement.
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 Trustee, or any successor thereto or assignee thereof,
shall serve as tax administrator hereunder and as agent for the related
Tax
Matters Person.
Transfer:
Any direct or indirect transfer or sale
of any Ownership Interest in a Certificate.
Transfer
Affidavit: As defined in Section
6.02.
Trigger
Event: With respect to any Distribution
Date a “Trigger Event” shall have occurred if any of the following is not
satisfied: (i) the Sixty-Day Plus Delinquency Percentage is less than 7.00%,
or
(ii) (A) for any Distribution Date from and including the Distribution
Date in
April 2009 to and including the Distribution Date in March 2010, the Cumulative
Realized Loss Percentage for such Distribution Date is less than 4.95%
plus an
additional 1/12th of 2.75% for each Distribution Date thereafter up to
and
including the distribution date in April 2010, (B) for any Distribution
Date
from and including the Distribution Date in April 2010 to and including
the
Distribution Date in March 2011, the Cumulative Realized Loss Percentage
for
such Distribution Date is less than 7.70% plus an additional 1/12th of
2.20% for
each distribution date thereafter up to and including the Distribution
Date in
April 2011, (C) for any Distribution Date from and including the Distribution
Date in April 2011 to and including the Distribution Date in March 2012,
the
Cumulative Realized Loss Percentage for such Distribution Date is less
than
9.90% plus an additional 1/12th of 1.10% for each distribution date thereafter
up to and including the Distribution Date in April 2012 and (D) for any
Distribution Date thereafter, the Cumulative Realized Loss Percentage for
such
Distribution Date is less than 11.00%.
Trust
Fund or Trust: 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
Distribution Account, the Reserve Fund and the Protected Account and all
amounts
deposited therein pursuant to the applicable provisions of this Agreement;
(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 rights under
the
Swap Administration Agreement relating to the Certificates; (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.
Trustee:
LaSalle Bank National Association, for
the benefit of the Certificateholders under this Agreement, a national
banking
association 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.
Trustee
Fee: As to each Mortgage Loan and any
Distribution Date, a per annum fee equal to 0.0145% multiplied by the Stated
Principal Balance of such Mortgage Loan as of the Due Date in the month
preceding the month in which such Distribution Date occurs.
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 Pass-Through Rate on the related
Uncertificated Principal Balance or related Uncertificated Notional Amount
of
such REMIC Regular Interest. In each case, Uncertificated Accrued Interest
will
be reduced by any Prepayment Interest Shortfalls and Relief Act Interest
Shortfalls (allocated to such REMIC Regular Interests as set forth in Section
1.02).
Uncertificated
Notional Amount: With respect to
the Class C Interest and any Distribution Date, an amount equal to the
aggregate
Uncertificated Principal Balance of the REMIC II Regular Interests for
such
Distribution Date.
With
respect to REMIC II Regular Interest IO and each Distribution Date
listed below, the aggregate Uncertificated Principal Balance of the REMIC
I
Regular Interests ending with the designation “A” listed below:
Distribution
Date
|
REMIC
I Regular Interests
|
1
|
I-1-A
through X-00-X
|
0
|
X-0-X
xxxxxxx X-00-X
|
0
|
X-0-X
through X-00-X
|
0
|
X-0-X
xxxxxxx X-00-X
|
0
|
X-0-X
through X-00-X
|
0
|
X-0-X
xxxxxxx X-00-X
|
0
|
X-0-X
through X-00-X
|
0
|
X-0-X
xxxxxxx X-00-X
|
0
|
X-0-X
through I-45-A
|
10
|
I-10-A
through I-45-A
|
11
|
I-11-A
through I-45-A
|
12
|
I-12-A
through I-45-A
|
13
|
I-13-A
through I-45-A
|
14
|
I-14-A
through I-45-A
|
15
|
I-15-A
through I-45-A
|
16
|
I-16-A
through I-45-A
|
17
|
I-17-A
through I-45-A
|
18
|
I-18-A
through I-45-A
|
19
|
I-19-A
through I-45-A
|
20
|
I-20-A
through I-45-A
|
21
|
I-21-A
through I-45-A
|
22
|
I-22-A
through I-45-A
|
23
|
I-23-A
through I-45-A
|
24
|
I-24-A
through I-45-A
|
25
|
I-25-A
through I-45-A
|
26
|
I-26-A
through I-45-A
|
27
|
I-27-A
through I-45-A
|
28
|
I-28-A
through I-45-A
|
29
|
I-29-A
through I-45-A
|
30
|
I-30-A
through I-45-A
|
31
|
I-31-A
through I-45-A
|
32
|
I-32-A
through I-45-A
|
33
|
I-33-A
through I-45-A
|
34
|
I-34-A
through I-45-A
|
35
|
I-35-A
through I-45-A
|
36
|
I-36-A
through I-45-A
|
37
|
I-37-A
through I-45-A
|
38
|
I-38-A
through I-45-A
|
39
|
I-39-A
through I-45-A
|
40
|
I-40-A
through I-45-A
|
41
|
I-41-A
through I-45-A
|
42
|
I-42-A
through I-45-A
|
43
|
I-43-A
through I-45-A
|
44
|
I-44-A
through I-45-A
|
45
|
I-45-A
|
thereafter
|
$0.00
|
With
respect to the Class IO Interest and any Distribution Date, an
amount equal to the Uncertificated Notional Amount of the REMIC II Regular
Interest IO. With respect to REMIC V Regular Interest IO, an amount equal
to the
Uncertificated Notional Amount of the Class IO Interest.
Uncertificated
Pass-Through Rate: The
Uncertificated REMIC I Pass-Through Rate and Uncertificated REMIC II
Pass-Through Rate.
Uncertificated
Principal Balance: The amount of
REMIC Regular Interests and Class C Interest outstanding as of any date
of
determination. As of the Closing Date, the Uncertificated Principal Balance
of
each REMIC Regular Interest and Class C 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 the REMIC Regular Interests shall be reduced by all distributions
of
principal made on such REMIC Regular Interests on such Distribution Date
pursuant to Section 5.07 and, if and to the extent necessary and appropriate,
shall be further reduced on such Distribution Date by Realized Losses as
provided in Section 5.05, and the Uncertificated Principal Balance of REMIC
II
Regular Interest ZZ shall be increased by interest deferrals as provided
in
Section 5.07(c)(1)(ii). The Uncertificated Principal Balance of each REMIC
Regular Interest and Class C Interest shall never be less than zero. With
respect to the Class C Interest as of any date of determination, an amount
equal
to the excess, if any, of (A) the then aggregate Uncertificated Principal
Balance of the REMIC II Regular Interests over (B) the then aggregate
Certificate Principal Balance of the Class A, Class M and Class B Certificates
then outstanding.
Uncertificated
REMIC I Pass-Through Rate: With
respect to each REMIC I Regular Interest ending with the designation “A” and any
Distribution Date, a per annum rate equal to the weighted average of the
Net
Mortgage Rates on the then outstanding Mortgage Loans, weighted based on
the
Stated Principal Balances of such Mortgage Loans as of the related Due
Date
prior to giving effect to any reduction in the Stated Principal Balances
of such
Mortgage Loans on such Due Date, multiplied by 2, subject to a maximum
rate of
10.1820%.
With
respect to each REMIC I Regular Interest ending with the designation
“B” and any Distribution Date, a per annum rate equal to the greater of (x)
the
excess of (A) 2 multiplied by the weighted average of the Net Mortgage
Rates on
the then outstanding Mortgage Loans, weighted based on the Stated Principal
Balances of such Mortgage Loans as of the related Due
Date
prior to giving effect to any reduction in the Stated Principal
Balances of such Mortgage Loans on such Due Date, over (B) 10.1820%, and
(y)
0.00%.
Uncertificated
REMIC II Pass-Through Rate: With
respect to REMIC II Regular Interest AA, each REMIC II Regular Interest
for
which a Class A, Class M or Class B Certificate is the Corresponding Certificate
and REMIC II Regular Interest ZZ, a per annum rate equal to the weighted
average
of (x) with respect to REMIC I Regular Interests ending with the designation
“B”, the weighted average of the Uncertificated REMIC I Pass-Through Rates
for
such REMIC I Regular Interests, weighted on the basis of the Uncertificated
Principal Balances of such REMIC I Regular Interests for each Distribution
Date
and (y) with respect to REMIC I Regular Interests ending with the designation
“A”, for each Distribution Date listed below, the weighted average of the
rates
listed below for each such REMIC I Regular Interest listed below, weighted
on
the basis of the Uncertificated Principal Balances of each such REMIC I
Regular
Interest for each such Distribution Date:
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
1
|
I-1-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
2
|
I-2-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
|
Uncertificated
REMIC I Pass-Through Rate
|
3
|
I-3-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
and I-2-A
|
Uncertificated
REMIC I Pass-Through Rate
|
4
|
I-4-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-3-A
|
Uncertificated
REMIC I Pass-Through Rate
|
5
|
I-5-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-4-A
|
Uncertificated
REMIC I Pass-Through Rate
|
6
|
I-6-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-5-A
|
Uncertificated
REMIC I Pass-Through Rate
|
7
|
I-7-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-6-A
|
Uncertificated
REMIC I Pass-Through Rate
|
8
|
I-8-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-7-A
|
Uncertificated
REMIC I Pass-Through Rate
|
9
|
I-9-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-8-A
|
Uncertificated
REMIC I Pass-Through Rate
|
10
|
I-10-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-9-A
|
Uncertificated
REMIC I Pass-Through Rate
|
11
|
I-11-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-10-A
|
Uncertificated
REMIC I Pass-Through Rate
|
12
|
I-12-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-11-A
|
Uncertificated
REMIC I Pass-Through Rate
|
13
|
I-13-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-12-A
|
Uncertificated
REMIC I Pass-Through Rate
|
14
|
I-14-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-13-A
|
Uncertificated
REMIC I Pass-Through Rate
|
15
|
I-15-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-14-A
|
Uncertificated
REMIC I Pass-Through Rate
|
16
|
I-16-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-15-A
|
Uncertificated
REMIC I Pass-Through Rate
|
17
|
I-17-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-16-A
|
Uncertificated
REMIC I Pass-Through Rate
|
18
|
I-18-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-17-A
|
Uncertificated
REMIC I Pass-Through Rate
|
19
|
I-19-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-18-A
|
Uncertificated
REMIC I Pass-Through Rate
|
20
|
I-20-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-19-A
|
Uncertificated
REMIC I Pass-Through Rate
|
21
|
I-21-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-20-A
|
Uncertificated
REMIC I Pass-Through Rate
|
22
|
I-22-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-21-A
|
Uncertificated
REMIC I Pass-Through Rate
|
23
|
I-23-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-22-A
|
Uncertificated
REMIC I Pass-Through Rate
|
24
|
I-24-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-23-A
|
Uncertificated
REMIC I Pass-Through Rate
|
25
|
I-25-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-24-A
|
Uncertificated
REMIC I Pass-Through Rate
|
26
|
I-26-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-25-A
|
Uncertificated
REMIC I Pass-Through Rate
|
27
|
I-27-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-26-A
|
Uncertificated
REMIC I Pass-Through Rate
|
28
|
I-28-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-27-A
|
Uncertificated
REMIC I Pass-Through Rate
|
29
|
I-29-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-28-A
|
Uncertificated
REMIC I Pass-Through Rate
|
30
|
I-30-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-29-A
|
Uncertificated
REMIC I Pass-Through Rate
|
31
|
I-31-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-30-A
|
Uncertificated
REMIC I Pass-Through Rate
|
32
|
I-32-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-31-A
|
Uncertificated
REMIC I Pass-Through Rate
|
33
|
I-33-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-32-A
|
Uncertificated
REMIC I Pass-Through Rate
|
34
|
I-34-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-33-A
|
Uncertificated
REMIC I Pass-Through Rate
|
35
|
I-35-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-34-A
|
Uncertificated
REMIC I Pass-Through Rate
|
36
|
I-36-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-35-A
|
Uncertificated
REMIC I Pass-Through Rate
|
37
|
I-37-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-36-A
|
Uncertificated
REMIC I Pass-Through Rate
|
38
|
I-38-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-37-A
|
Uncertificated
REMIC I Pass-Through
Rate
|
39
|
I-39-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-38-A
|
Uncertificated
REMIC I Pass-Through Rate
|
40
|
I-40-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-39-A
|
Uncertificated
REMIC I Pass-Through Rate
|
41
|
I-41-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-40-A
|
Uncertificated
REMIC I Pass-Through Rate
|
42
|
I-42-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-41-A
|
Uncertificated
REMIC I Pass-Through Rate
|
43
|
I-43-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-42-A
|
Uncertificated
REMIC I Pass-Through Rate
|
44
|
I-44-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-43-A
|
Uncertificated
REMIC I Pass-Through Rate
|
45
|
I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
|
|
I-1-A
through I-44-A
|
Uncertificated
REMIC I Pass-Through Rate
|
thereafter
|
I-1-A
through I-45-A
|
Uncertificated
REMIC I Pass-Through
Rate
|
With
respect to REMIC II Regular Interest IO, a per annum rate equal to
the excess of (i) the weighted average of the Uncertificated REMIC I
Pass-Through Rates for REMIC I Regular Interests ending with the designation
“A”, over (ii) 2 multiplied by Swap LIBOR.
Unpaid
Realized Loss Amount: With respect to any
Class A Certificates and as to any Distribution Date, is the excess of
Applied
Realized Loss Amounts with respect to such Class over the sum of all
distributions in reduction of the Applied Realized Loss Amounts on all
previous
Distribution Dates. Any amounts distributed to the Class A Certificates
in
respect of any Unpaid Realized Loss Amount shall not be applied to reduce
the
Certificate Principal Balance of such Class.
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) 93% to
the
Class A, Class M and Class B Certificates, (ii) 3% to the Class C Certificates
until paid in full, (iii) 1% to each of the Class R-1, Class R-2, Class
R-3
Certificates and Class RX Certificates, with the allocation among the
Certificates (other than the Class C Certificates 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.
Xxxxx
Fargo: Xxxxx Fargo Bank, N.A., and any
successor thereto.
Xxxxx
Fargo Custodial Agreement: The custodial
agreement, dated as of March 30, 2006, among the Depositor, EMC, as a sponsor,
Master Funding as a seller, the Trustee and Xxxxx Fargo, as a Custodian,
in
substantially the form of Exhibit J-2 hereto.
|
Section
1.02
|
Allocation
of Certain Interest Shortfalls.
|
For
purposes of calculating the amount of Current Interest for the Class
A, Class M, Class B and Class C Certificates for any Distribution Date,
the
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Master Servicer pursuant to Section 5.02) and
any
Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans
for any
Distribution Date shall be allocated first, to the Class C Interest based
on,
and to the extent of, one month’s interest at the then applicable Pass-Through
Rate on the Uncertificated Notional Amount thereof and, thereafter, among
the
Class A, Class M and Class B Certificates, in each case on a pro rata basis 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.
For
purposes of calculating the amount of Uncertificated Accrued Interest
for the REMIC I Regular Interests for any Distribution Date, the aggregate
amount of any Prepayment Interest Shortfalls (to the extent not covered
by
payments by the Master Servicer pursuant to Section 5.02) and any Relief
Act
Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated first, to REMIC I Regular Interests
ending
with the designation “B”, pro rata, based on, and to
the extent of, one month’s interest at the then
applicable respective Uncertificated REMIC I Pass-Through Rates on the
respective Uncertificated Principal Balances of each such REMIC I Regular
Interest, and then, to REMIC I Regular Interests ending with the designation
“A”, pro rata, based on, and to
the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC I Regular Interest.
The
aggregate amount of any Prepayment Interest Shortfalls (to the extent
not covered by payments by the Master Servicer pursuant to Section 5.02)
and any
Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans
for any
Distribution Date shall be allocated first, to Uncertificated Accrued Interest
payable to REMIC II Regular Interest AA and REMIC II Regular Interest ZZ
up to
an aggregate amount equal to the REMIC II Interest Loss Allocation Amount,
98%
and 2%, respectively, and thereafter among REMIC II Regular Interest AA,
each
REMIC II Regular Interest for which a Class A, Class M or Class B Certificate
is
the Corresponding Certificate and REMIC II Regular Interest ZZ, pro rata, based on, and to
the extent of, one
month’s interest at the then applicable respective Uncertificated REMIC II
Pass-Through Rates on the respective Uncertificated Principal Balances
of each
such REMIC II Regular Interest.
ARTICLE
II
CONVEYANCE
OF TRUST FUND
|
Section
2.01
|
Conveyance
of Trust Fund.
|
Pursuant
to the Mortgage Loan Purchase Agreement, each Seller sold,
transferred, assigned, set over and otherwise conveyed to the Depositor,
without
recourse, all the right, title and interest of such Seller in and to the
assets
sold by it 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 related 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) in blank or to the order of “LaSalle Bank National
Association, as Trustee for Certificateholders of SACO 2006-4, Mortgage-Backed
Certificates, Series 2006-4,” or (B) in the case of a loan registered on the
MERS system, in blank, and in each case showing an unbroken chain of
endorsements from the 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 blank or in the name of
“LaSalle
Bank National Association, as Trustee for Certificateholders of Structured
Asset
Mortgage Investments II Inc., Mortgage Backed-Certificates, Series 2006-4,”
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, 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 related 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 Depositor may deliver
a true
copy thereof
with
a certification by such 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 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 the related 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 Protected Account or 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 the related Custodian promptly after they are received.
The
Sponsor (on its own behalf as a Seller and on behalf of Master
Funding) 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
(a) any assignment 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 Seller and on behalf of Master Funding) 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
the
mortgagee of record solely as nominee for the related Seller and its successors
and assigns. In the event that any Seller, 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 (on its own behalf as a
Seller
and on behalf of Master Funding) shall submit or cause to be submitted
for
recording as specified above 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 Master Servicer as a result of
such
Person having completed a Request for Release, the related 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 (on its own behalf as a Seller and on behalf of Master
Funding) 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 (on its own behalf as a Seller
and on
behalf of Master Funding) 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 (on its own behalf as a Seller and on behalf
of
Master Funding) further agrees that it will not, and will not permit 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.
All
original documents relating to the Mortgage Loans that are not
delivered to the Trustee or the related Custodian on its behalf are and
shall be
held by or on behalf of the Sponsor or the Depositor, as the case may be,
in
trust for the benefit of the Trustee on behalf of the Certificateholders.
In the
event that any such original document is required pursuant to the terms
of this
Section to be a part of a Mortgage File, such document shall be delivered
promptly to the Trustee or the related Custodian on its behalf. Any such
original document delivered to or held by the Depositor that is not required
pursuant to the terms of this Section to be a part of a Mortgage File,
shall be
delivered promptly to the Custodian on the Trustee’s behalf.
Whenever
it is provided for in this Agreement that any document, evidence
or information relating to a Mortgage Loan to be included in a Mortgage
File be
delivered or supplied to the Trustee, such delivery or supply shall be
made to
the appropriate Custodian pursuant to the related Custodial
Agreement.
|
Section
2.02
|
Acceptance
of the Mortgage Loans.
|
(a) Based
on the Initial Certification received by it from the related
Custodian, the Trustee acknowledges receipt of, subject to the further
review
and exceptions reported by the related Custodian pursuant to the procedures
described below, the documents (or certified copies thereof) delivered
to the
Trustee or the related Custodian on its behalf pursuant to Section 2.01
and
declares that it holds and will continue to hold directly or through a
related
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, the Trustee or the related Custodian on its behalf will deliver
an
Initial Certification, each in the form of Exhibit One to the Custodial
Agreement, 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 related 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 (on its own behalf
and on
behalf of Master Funding) and the Master Servicer and, if reviewed by the
related Custodian or the Trustee, an Interim Certification, substantially
in the
form of Exhibit Two to the Custodial Agreement. In conducting such review,
the
Trustee or the related 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, as supplemented (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 related
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 related 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 related Custodian on its behalf
shall
include such information in the exception report attached to the Interim
Certification. The Sponsor (on its own behalf as a Seller and on behalf
of
Master Funding) shall correct or cure any such defect or, if prior to the
end of
the second anniversary of
the
Closing Date, the Sponsor (on its own behalf as a Seller and on
behalf of Master Funding) 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 (on its own behalf as
a Seller
and on behalf of Master Funding) fails to correct or cure the defect or
deliver
such opinion within such period, the Sponsor (on its own behalf as a Seller
and
on behalf of Master Funding) 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 (on its own behalf as a Seller and on behalf of Master Funding)
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 (on its own behalf as a Seller and on behalf
of Master
Funding) 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 related
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 (on its own behalf as a Seller and on behalf of
Master
Funding) and the Master Servicer and, if reviewed by the related Custodian
or
the Trustee, one or more Final Certification, each substantially in the
form of
Exhibit Three to the Custodial Agreement. In conducting such review, the
Trustee
or the related 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 related 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
related 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 related Custodian on its behalf shall note such defect in the exception
report attached to the Final Certification and shall promptly notify the
Sponsor
(on its own behalf as a Seller and on behalf of Master Funding). The Sponsor
(on
its own behalf as a Seller and on behalf of Master Funding) shall correct
or
cure any such defect or, if prior to the end of the second anniversary
of the
Closing Date, the Sponsor (on its own behalf as a Seller and on behalf
of Master
Funding) 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 (on its own behalf as a Seller and on behalf
of Master
Funding) 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 (on its own behalf as a Seller and on
behalf
of Master Funding) 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
(on
its own behalf as a Seller and on behalf of Master Funding) 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 (on its own behalf
as a
Seller and on behalf of Master Funding) 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. Notwithstanding
anything
to the contrary, the Trustee shall have no responsibility with respect
to the
custody or review of Mortgage Files, all of which shall be performed by
the
related Custodian pursuant to the related Custodial Agreement, and the
Trustee
is hereby authorized and directed to enter into each such Custodial Agreement.
Performance by the Custodians of their obligations under the respective
Custodial Agreement shall satisfy all responsibilities for custody and
review of
Mortgage Files hereunder. The Trustee shall have no liability for the failure
of
the Custodians to perform their respective obligations under the related
Custodial Agreement.
(c) In
the event that a Mortgage Loan is purchased by the Sponsor (on its own
behalf as a Seller and on behalf of Master Funding) in accordance with
subsections 2.02(a) or (b) above or Section 2.03, the Sponsor (on its own
behalf
as a Seller and on behalf of Master Funding) shall remit the applicable
Purchase
Price to the Master Servicer for deposit in the Protected 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
Protected Account and upon receipt of a Request for Release with respect
to such
Mortgage Loan, the Trustee or the related Custodian will release to the
Sponsor
(on its own behalf as a Seller and on behalf of Master Funding) 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 related Seller, as are necessary to vest in the 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 Protected 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 (on its own behalf as a Seller and on behalf of Master
Funding) shall deliver to the Trustee or the related 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 related 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 Master Servicer and The Sponsor.
(a) The
Master Servicer hereby represents and warrants to the Depositor 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 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 the Mortgage Loan Purchase
Agreement and to perform any of its other obligations under this Agreement
in
accordance with the terms hereof or thereof.
(ii) It
has the full corporate power and authority to service 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 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 or thereto, as applicable,
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, the servicing of the 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 and thereof are in its ordinary course of business and will
not (A)
result in a breach of any term or provision of its charter or by-laws or
(B)
conflict with, result in a breach, violation or acceleration of, or result
in a
default under, the terms of any other material agreement or instrument
to which
it is a party or by which it may be bound, or (C) constitute a 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 (a) the execution,
delivery or enforceability of this Agreement (b) its ability to service
the EMC
Mortgage Loans, (c) to perform any of its other obligations under this
Agreement
in accordance with the terms
hereof,
(d) its business operations, financial conditions, or properties
or assets owned by it, or (e) its ability to carry on its business as now
conducted.
(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 thereby, or if any such consent, approval, authorization or order is
required, it has obtained the same.
(vii) The
servicing practices used by the Company in respect of each Mortgage Loan
have
been, and will continue to be, compliant in all material respects with
applicable laws and regulations.
(b) The
Sponsor hereby represents and warrants to the Depositor 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
the Mortgage Loan Purchase 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, assuming the due
authorization, execution and delivery hereof by the other parties hereto
or
thereto, as applicable, constitutes a legal, valid and binding obligation
of 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) conflict with, result in a breach, violation or acceleration
of,
or result in a default under, the terms of any other material agreement
or
instrument to which the Sponsor is a party or by which it may be bound,
or
(C)
constitute a 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
Mae 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 or
thereof.
(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) With
respect to each Mortgage Loan as of the Closing Date (or such other date
as may
be specified in Section 7 of the Mortgage Loan Purchase Agreement), the
Sponsor
hereby remakes and restates each of the representations and warranties
set forth
in Section 7 of the Mortgage Loan Purchase Agreement to the Depositor and
the
Trustee to the same extent as if fully set forth herein.
(c) Upon
discovery by any of the parties hereto of a breach of a
representation or warranty set forth in the Mortgage Loan Purchase Agreement
with respect to the Mortgage Loans that materially and adversely affects
the
interests of the Certificateholders in any Mortgage Loan, the party discovering
such breach shall give prompt written notice thereof to the other parties.
The
Sponsor, hereby covenants, with respect to the representations and warranties
set forth in the Mortgage Loan Purchase Agreement with respect to the Mortgage
Loans, that within 90 days of the discovery of a breach of any representation
or
warranty set forth therein that materially and adversely affects the interests
of the Certificateholders in any Mortgage Loan, it shall cure such breach
in all
material respects and, if such breach is not so cured, (i) if such 90 day
period
expires prior to the second anniversary of the Closing Date, remove such
Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund and substitute in
its place a Replacement Mortgage Loan, in the manner and subject to the
conditions set forth in this Section; or (ii) repurchase the affected Mortgage
Loan or Mortgage Loans from the Trustee at the Purchase Price in the manner
set
forth below; provided that any such substitution pursuant to (i) above
or
repurchase pursuant to (ii) above shall not be effected prior to the delivery
to
the Trustee of an Opinion of Counsel if required by Section 2.05 hereof
and any
such substitution pursuant to (i)
above
shall not be effected prior to the additional delivery to the
Trustee of a Request for Release. The Trustee shall give prompt written
notice
to the parties hereto of the Sponsor’s failure to cure such breach as set forth
in the preceding sentence. The Sponsor shall promptly reimburse the Master
Servicer and the Trustee for any expenses reasonably incurred by the Master
Servicer or the Trustee in respect of enforcing the remedies for such breach.
To
enable the Master Servicer to amend the Mortgage Loan Schedule, the Sponsor
shall, unless it cures such breach in a timely fashion pursuant to this
Section
2.03, promptly notify the Master Servicer whether it intends either to
repurchase, or to substitute for, the Mortgage Loan affected by such breach.
With respect to the representations and warranties with respect to the
Mortgage
Loans that are made to the best of the Sponsor’s knowledge, if it is discovered
by any of the Depositor, the Master Servicer, the Sponsor, the Trustee
or the
Custodian 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
(pursuant to the Mortgage Loan Purchase Agreement) 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.
Notwithstanding the foregoing, such substitution must be done within two
years
of the Closing Date. Scheduled Payments due with respect to Replacement
Mortgage
Loans in the Due Period related to the Distribution Date on which such
proceeds
are to be distributed shall not be part of the Trust Fund and will be retained
by 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 Master Servicer 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
Master
Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee
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 or Section 8 of the Mortgage Loan Purchase Agreement with respect
to
such Mortgage Loan. Upon any such substitution and the deposit into the
Protected 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 Protected Account, by 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 Protected Account,
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,
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 (on its
own as a Seller and on behalf of Master Funding) to any Mortgage Loan purchased
pursuant to this Section 2.03. It is understood and agreed that the obligation
under this Agreement of the Sponsor to cure, 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 the
Certificateholders, the Depositor or the Trustee.
(d) The
representations and warranties set forth in this 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.
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Section
2.04
|
Representations
and Warranties of the Depositor.
|
The
Depositor hereby represents and warrants to the Master Servicer 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 a 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 corporate action on
its
part, the execution, delivery and performance of 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 and thereof 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 certificate of formation or limited liability
company
agreement 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
or thereof.
(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 thereby, or if
any such
consent, approval, authorization or order is required, the Depositor has
obtained the same.
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
Sellers,
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 this Section 2.04 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
reasonably foreseeable, no repurchase or substitution pursuant to Sections
2.02
or 2.03 shall be made unless the Sponsor delivers to the Trustee an Opinion
of
Counsel, addressed to the Trustee, to the effect that such repurchase or
substitution would not (i) result in the imposition of the tax on “prohibited
transactions” of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V 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, REMIC
III, REMIC IV or REMIC V 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 reasonably
foreseeable 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 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 shall require the Sponsor at it’s option, to either (i) substitute,
if the conditions in Section 2.03 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 in accordance
with Section 2.03. The Trustee 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
in
accordance with Section 2.03.
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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, 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 Regular Interests and the Class R-2 Certificates.
The Trustee acknowledges receipt of the REMIC I Regular Interests (which
are
uncertificated)
and the other assets of REMIC II and declares that it
holds and will hold the same in trust for the exclusive use and benefit
of the
holders of the REMIC II Regular Interests and the Class R-2
Certificates.
(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 REMIC III Regular Interests and the 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 REMIC III Regular Interests and the Class R-3
Certificates.
(d) The
Depositor, concurrently with the execution and delivery hereof, does
hereby transfer, assign, set over and otherwise convey in trust to the
Trustee
without recourse all the right, title and interest of the Depositor in
and to
the Class C Interest for the benefit of the Holders of the REMIC IV
Certificates. The Trustee acknowledges receipt of the Class C Interest
(which is
uncertificated) and declares that it holds and will hold the same in trust
for
the exclusive use and benefit of the Holders of the REMIC IV
Certificates.
(e) The
Depositor, concurrently with the execution and delivery hereof, does
hereby transfer, assign, set over and otherwise convey in trust to the
Trustee
without recourse all right, title and interest of the Depositor in and
to the
Class IO Interest for the benefit of the holders of the REMIC V Interests.
The
Trustee acknowledges receipt of the Class IO Interest (which is uncertificated)
and declares that it holds and will hold the same in trust for the exclusive
use
and benefit of the holders of the REMIC V Interests.
|
Section
2.07
|
Purposes
and Powers of the
Trust.
|
The
purpose of the New York common law trust, as created hereunder (the
“Trust”), is to engage in the following activities:
(a) acquire
and hold, as set forth in this Agreement, the Mortgage Loans and
the other assets of the Trust Fund and the proceeds therefrom for the benefit
of
the Certificateholders;
(b) to
issue the Certificates sold to the Depositor in exchange for the
Mortgage Loans and any other assets of the Trust;
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(c)
|
to
make distributions on the
Certificates;
|
(d) to
engage in those activities that are necessary, suitable or convenient
to accomplish the foregoing or are incidental thereto or connected therewith;
and
(e) subject
to compliance with this Agreement, to engage in such other
activities as may be required in connection with conservation of the Trust
Fund
and the making of distributions to the Certificateholders.
(f) The
Trust is hereby authorized to engage in the foregoing activities.
Neither the Trustee nor the Master Servicer shall cause the Trust to engage
in
any activity other than in connection with the foregoing or other than
as
required or authorized by the terms of this Agreement while any Certificate
is
outstanding, and this Section 2.07 may not be amended, without the consent
of
the Certificateholders evidencing 51% or more of the aggregate voting rights
of
the Certificates.
If
the Mortgage relating to a Mortgage Loan had a lien senior to the
Mortgage Loan on the related Mortgaged Property as of the Cut-off Date,
then the
Company may consent to the refinancing of the prior senior lien, provided
that
the following requirements are met:
(i) the
resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no
higher than the Combined Loan-to-Value Ratio prior to such refinancing;
and
(ii) the
interest rate, or, in the case of an adjustable rate existing senior
lien, the maximum interest rate, for the loan evidencing the refinanced
senior
lien is no more than 2.0% higher than the interest rate or the maximum
interest
rate, as the case may be, on the loan evidencing the existing senior lien
immediately prior to the date of such refinancing; and
(iii) the
loan evidencing the refinanced senior lien is not subject to negative
amortization.
The
Trustee shall furnish the Company and the Servicer with any powers of
attorney and other documents in form as provided to it necessary or appropriate
to enable the Company and the Servicer to service and administer the related
Mortgage Loans and REO Property, 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.
ARTICLE
III
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
|
Section
3.01
|
The
Master Servicer to act as Master Servicer.
|
The
Master Servicer shall service and administer the 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 Master Servicer 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 or Subsequent Recoveries, and (iv) subject to
Section
3.09, to effectuate foreclosure or other conversion of the ownership of
the
Mortgaged Property securing any Mortgage Loan; provided that the Master
Servicer
shall take no action that is inconsistent with or prejudices the interests
of
the Trust Fund or the Certificateholders in any Mortgage Loan or the rights
and
interests of the Depositor or the Trustee under this Agreement.
Without
limiting the generality of the foregoing, the Master Servicer, 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 Master Servicer 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 Mortgage Loans, and with respect
to
the Mortgaged Properties held for the benefit of the Certificateholders.
The
Master Servicer 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 Master Servicer to service and administer
the Mortgage Loans. Upon receipt of such documents, the Depositor and/or
the
Trustee shall execute such documents and deliver them to the Master
Servicer.
In
accordance with the standards of the first paragraph of this Section
3.01, the Master Servicer 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, which advances shall be reimbursable in the first
instance from related collections from the Mortgagors pursuant to Section
4.03,
and further as provided in Section 4.02. All costs incurred by the Master
Servicer, if any, in effecting the timely payments of taxes and assessments
on
the Mortgaged Properties 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 Mortgage Loans, notwithstanding
that
the terms of such Mortgage Loans so permit.
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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
Master Servicer 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
Master Servicer is not required to exercise such rights with respect to
a
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 Master Servicer 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
Master Servicer 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 Master Servicer
enters
such agreement) by the applicable Required Insurance Policies. The Master
Servicer, 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 Master Servicer shall not be deemed to be in default under
this
Section 3.02(a) by reason of any transfer or assumption that the Master
Servicer
reasonably believes it is restricted by law from preventing.
(b) Subject
to the Master Servicer’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 Mortgage Loan, the Master Servicer
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
Mortgage Loan) may be changed. In addition, the substitute Mortgagor and
the
Mortgaged Property must be acceptable to the Master Servicer in accordance
with
its servicing standards as then in effect. The Master Servicer 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 Master Servicer for entering into an assumption or substitution
of liability agreement will be retained by the Master Servicer as additional
servicing compensation.
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Section
3.03
|
Subservicers.
|
The
Master Servicer shall perform all of its servicing responsibilities
hereunder or may cause a subservicer to perform any such servicing
responsibilities on its behalf, but the use by the Master Servicer of a
subservicer shall not release the Master Servicer from any of its obligations
hereunder and the Master Servicer shall remain responsible hereunder for
all
acts and omissions of each subservicer as fully as if such acts and omissions
were those of the Master Servicer. The Master Servicer 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 Master Servicer hereunder.
At
the cost and expense of the Master Servicer, without any right of
reimbursement from its Protected Account, the Master Servicer shall be
entitled
to terminate the rights and responsibilities of a subservicer and arrange
for
any servicing responsibilities to be performed by a successor subservicer;
provided, however, that nothing contained herein shall be deemed to prevent
or
prohibit the Master Servicer, at the Master Servicer’s option, from electing to
service the related Mortgage Loans itself. In the event that the Master
Servicer’s responsibilities and duties under this Agreement are terminated
pursuant to Section 8.01, the Master Servicer shall at its own cost and
expense
terminate the rights and responsibilities of each subservicer effective
as of
the date of termination of the Master Servicer. The Master Servicer shall
pay
all fees, expenses or penalties necessary in order to terminate the rights
and
responsibilities of each subservicer from the Master Servicer’s own funds
without reimbursement from the Trust Fund.
Notwithstanding
the foregoing, the Master Servicer 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 Mortgage Loans. The Master Servicer shall be entitled to enter into
an
agreement with a subservicer for indemnification of the Master Servicer
by the
subservicer and nothing contained in this Agreement shall be deemed to
limit or
modify such indemnification.
Any
subservicing agreement and any other transactions or services
relating to the Mortgage Loans involving a subservicer shall be deemed
to be
between such subservicer and the Master Servicer alone, and the Trustee
shall
not have any obligations, duties or liabilities with respect to such subservicer
including any obligation, duty or liability of the Trustee to pay such
subservicer’s fees and expenses. Each subservicing agreement shall provide that
such agreement may be assumed or terminated without cause or penalty by
the
Trustee or other Successor Master Servicer in the event the Master Servicer
is
terminated in accordance with this Agreement. For purposes of remittances
to the
Trustee pursuant to this Agreement, the Master Servicer shall be deemed
to have
received a payment on a Mortgage Loan when a subservicer has received such
payment.
Section
3.04 Documents, Records
and Funds in Possession of the Master Servicer To Be Held for Trustee.
Notwithstanding
any other provisions of this Agreement, the Master
Servicer shall transmit to the Trustee or the related Custodian on behalf
of the
Trustee as required by this Agreement all documents and instruments in
respect
of a Mortgage Loan coming into the possession of the Master Servicer from
time
to time and shall account fully to the Trustee for any funds received by
the
Master Servicer or that otherwise are collected by the Master Servicer
as
Liquidation Proceeds, Insurance Proceeds or Subsequent Recoveries in respect
of
any such Mortgage Loan. 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 Subsequent Recoveries, including but not limited
to, any
funds on deposit in the Protected Account, shall be held by the Master
Servicer
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 Master Servicer also agrees that it shall not create, incur or subject
any
Mortgage File or any funds that are deposited in the Protected 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, a Mortgage
Loan,
except, however, that the Master Servicer shall be entitled to set off
against
and deduct from any such funds any amounts that are properly due and payable
to
the Master Servicer under this Agreement.
All
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 shall
be
entitled to setoff against, and deduct from, any such funds any amounts
that are
properly due and payable to the Master Servicer under this
Agreement.
|
Section
3.05
|
Maintenance
of Hazard Insurance.
|
The
Master Servicer shall cause to be maintained, for each 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 Master Servicer shall also cause flood insurance
to be maintained on property acquired upon foreclosure or deed in lieu
of
foreclosure of any Mortgage Loan, to the extent described below. Pursuant
to
Section 4.01, any amounts collected by the Master Servicer 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 Master Servicer’s normal servicing
procedures) shall be deposited in the Protected Account. Any cost incurred
by
the Master Servicer in maintaining any such insurance shall not, for the
purpose
of
calculating monthly distributions to the Certificateholders or
remittances to the Trustee for their benefit, be added to the principal
balance
of the Mortgage Loan, notwithstanding that the terms of the Mortgage Loan
so
permit. Such costs shall be recoverable by the Master Servicer out of late
payments by the related Mortgagor or out of Liquidation Proceeds to the
extent
permitted by Section 4.02. 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 Mortgage Loan in a federally designated special
flood
hazard area and such area is participating in the national flood insurance
program, the Master Servicer shall cause flood insurance to be maintained
with
respect to such Mortgage Loan. Such flood insurance shall be in an amount
equal
to the least of (i) the Stated Principal Balance of the related 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 Master Servicer shall obtain and maintain a blanket
policy insuring against hazard losses on all of the Mortgage Loans, it
shall
conclusively be deemed to have satisfied its obligations as set forth in
the
first 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 Master Servicer 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 the amount not otherwise payable under the blanket policy
because of such deductible clause. Such deposit shall be from the Master
Servicer’s own funds without reimbursement therefor. In connection with its
activities as administrator and servicer of the Mortgage Loans, the Master
Servicer 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
Master Servicer shall 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 Insurance
Policies. Any proceeds disbursed to the Master Servicer in respect of such
Insurance Policies shall be promptly deposited in the Protected 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
3.07
|
Maintenance
of the Primary Mortgage Insurance Policies.
|
(a) The
Master Servicer 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 Master Servicer would have been covered
thereunder. The Master Servicer shall use its best
efforts
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. The Master Servicer 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 Mortgage Note and is required to be
kept in
force hereunder.
(b) The
Master Servicer agrees to present on behalf of the Trustee, the
Certificateholders claims to the insurer under any Primary Mortgage Insurance
Policies and, in this regard, to take such reasonable action as shall be
necessary to permit recovery under any Primary Mortgage Insurance Policies
respecting defaulted Mortgage Loans. Pursuant to Section 4.01, any amounts
collected by the Master Servicer under any Primary Mortgage Insurance Policies
shall be deposited in the Protected Account, subject to withdrawal pursuant
to
Section 4.02 hereof.
|
Section
3.08
|
Fidelity
Bond, Errors and Omissions Insurance.
|
The
Master Servicer 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 Mortgage Loans and who handle funds, money,
documents and papers relating to the Mortgage Loans. The fidelity bond
and
errors and omissions insurance shall be in the form of the Mortgage Banker’s
Blanket Bond and shall protect and insure the Master Servicer 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 Master Servicer against losses in connection with the failure to maintain
any insurance policies required pursuant to this Agreement and the release
or
satisfaction of a Mortgage Loan 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 Master
Servicer 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
Master Servicer shall deliver to the Trustee 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 Trustee.
The
Master Servicer shall notify 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.
Section
3.09 Realization Upon Defaulted
Mortgage Loans; Determination of Excess
Liquidation Proceeds and Realized Losses; Repurchases of Certain Mortgage
Loans.
(a) The
Master Servicer shall use reasonable efforts to foreclose upon or
otherwise comparably convert the ownership of properties securing such
of the
Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments.
In
connection with such foreclosure or other conversion, the Master Servicer
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 Master Servicer 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 Mortgage
Loan after reimbursement to itself of such expenses and (ii) that such
expenses
will be recoverable to it through Insurance Proceeds, Liquidation Proceeds
(respecting which it shall have priority for purposes of withdrawals from
the
Protected Account pursuant to Section 4.02). If the Master Servicer reasonably
believes that Liquidation Proceeds with respect to any such Mortgage Loan
would
not be increased as a result of such foreclosure or other action, such
Mortgage
Loan will be charged-off and will become a Liquidated Loan. The Master
Servicer
will give notice of any such charge-off to the Trustee. The Master Servicer
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
4.02.
If the Master Servicer has knowledge that a Mortgaged Property that the
Master
Servicer 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 Master Servicer, the Master Servicer
will,
prior to acquiring the Mortgaged Property, consider such risks and only
take
action in accordance with its established environmental review
procedures.
With
respect to any REO Property, 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 Master Servicer 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
Master Servicer shall either itself or through an agent selected by the
Master
Servicer 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 Master Servicer
deems to be in the best interest of the Master Servicer and the
Certificateholders for the period prior to the sale of such REO Property.
The
Master Servicer shall prepare for and deliver to the Trustee a statement
with
respect to each 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 no later than the close of business on each Determination
Date. The Master Servicer 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 reasonably foreseeable
default on a Mortgage Loan, the Master Servicer 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, REMIC
III, REMIC IV or REMIC V as defined in section 860F of the Code or cause
any of
REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V 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, REMIC III, REMIC IV or REMIC V 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 Master Servicer has agreed to indemnify and hold harmless the Trust
Fund
with respect to the imposition of any such taxes.
The
decision of the Master Servicer to foreclose on a defaulted Mortgage
Loan shall be subject to a determination by the Master Servicer 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 Master Servicer 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 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. 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 Mortgage Loan, such excess shall be considered
to
be a partial Principal Prepayment for all purposes hereof.
The
Liquidation Proceeds from any liquidation of a Mortgage Loan, net of
any payment to the Master Servicer as provided above, shall be deposited
in the
Protected Account upon receipt and made available 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 Master Servicer 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 Master Servicer for any related unreimbursed Servicing Advances
and Servicing Fees, pursuant to Section 4.02 or this Section 3.09; second,
to
reimburse the Master Servicer for any unreimbursed Advances, pursuant to
Section
4.02 or this Section 3.09; third, to accrued and unpaid interest (to the
extent
no Advance has been made for
such
amount) on the 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 Mortgage
Loan.
(b) On
each Determination Date, the Master Servicer shall determine the
respective aggregate amounts of Excess Liquidation Proceeds and Realized
Losses,
if any, for the related Prepayment Period.
(c) The
Master Servicer has no intent to foreclose on any Mortgage Loan based
on the delinquency characteristics as of the Closing Date; provided, that
the
foregoing does not prevent the Master Servicer from initiating foreclosure
proceedings on any date hereafter if the facts and circumstances of such
Mortgage Loans including delinquency characteristics in the Master Servicer’s
discretion so warrant such action.
|
Section
3.10
|
Servicing
Compensation.
|
As
compensation for its activities hereunder, the Master Servicer shall
be entitled to retain or withdraw from the Protected Account out of each
payment
of interest on a 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, other ancillary income,
all
income and gain net of any losses realized from Permitted Investments with
respect to funds in or credited to the Protected Account shall be retained
by
the Master Servicer to the extent not required to be deposited in the Protected
Account pursuant to Section 4.02. The Master Servicer 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 4.02.
|
Section
3.11
|
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 sell any 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 Master
Servicer shall protect and conserve such REO Property in the manner and
to the
extent required herein, in accordance with the REMIC Provisions.
(b) The
Master Servicer shall deposit all funds collected and received in
connection with the operation of any REO Property into the Protected
Account.
(c) The
Master Servicer, upon the final disposition of any REO Property,
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 or the acquisition thereof
by the Trust Fund pursuant to a deed-in-lieu of foreclosure, the Master
Servicer
shall submit a liquidation report to the Trustee containing such information
as
shall be mutually acceptable to the Master Servicer and the Trustee with
respect
to such Mortgaged Property.
|
Section
3.13
|
Annual
Statement as to Compliance.
|
The
Master Servicer and the Trustee shall deliver to the Master Servicer,
the Depositor and the Trustee, 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 has been made under such officer’s supervision
and (ii) to the best of such officer’s knowledge, based on such review, each
such party has fulfilled all of its obligations under this Agreement in
all
material respects throughout such year, or, if there has been a failure
to
fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status of cure provisions
thereof. Such Annual Statement of Compliance shall contain no restrictions
or
limitations on its use. In the event that the Master Servicer has delegated
any
servicing responsibilities with respect to the Mortgage Loans to a subservicer
or subcontractor, the Master Servicer shall deliver a similar Annual Statement
of Compliance by such subservicer or subcontractor to the Depositor and
the
Trustee as described above as and when required with respect to the Master
Servicer.
Failure
of the Master Servicer to comply with this Section 3.13
(including with respect to the timeframes required in this Section) shall
be
deemed an Event of Default, and the Trustee at the 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 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 Trustee to comply with this Section 3.13 (including with
respect
to the timeframes required in this Section), which failure results in a
failure
to timely file a Form 10-K, shall be deemed a default which may result
in the
termination of the Trustee pursuant to Section 9.08 of this Agreement and
the
Depositor may, in addition to whatever rights the Depositor may have under
this
Agreement and at law or equity or to damages, including injunctive relief
and
specific performance, upon notice immediately terminate all the rights
and
obligations of the Trustee under this Agreement and in and to the Mortgage
Loans
and the proceeds thereof without compensating the Trustee for the same.
This
paragraph shall supercede any other provision in this Agreement or any
other
agreement to the contrary.
|
Section
3.14
|
Assessments
of Compliance and Attestation Reports.
|
The
Master Servicer shall service and administer the Mortgage Loans in
accordance with all applicable requirements of the Servicing Criteria.
Pursuant
to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
AB,
the Master Servicer, the Trustee and the Custodian (each, an “Attesting Party”)
shall deliver to the Trustee, the Master Servicer 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 such officer of its responsibility for assessing
compliance with the Servicing Criteria applicable to the related Attesting
Party;
(b) A
statement by such officer that such Attesting Party used the Servicing
Criteria attached as Exhibit P hereto, and which will also be attached
to the
Assement 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 such 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 P 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
Trustee a report (an “Attestation Report”) by a registered public accounting
firm that attests to, and reports on, the Assessment of Compliance made
by the
related Attesting Party, as required by Rules 13a-18 and 15d-18 of the
Exchange
Act and Item 1122(b) of Regulation AB, which Attestation Report must be
made in
accordance with standards for attestation reports issued or adopted by
the
Public Company Accounting Oversight Board.
The
Master Servicer shall cause any subservicer and each subcontractor
determined by it to be “participating in the servicing function” within the
meaning of Item 1122 of Regulation AB, to deliver to the Trustee, the Master
Servicer and the Depositor an Assessment of
Compliance
and Attestation Report as and when provided above along with
an indication of what Servicing Criteria are addressed in such
assessment.
The
Trustee shall confirm that the assessments, taken as a whole, address
all of the Servicing Criteria and taken individually address the Servicing
Criteria for each party as set forth on Exhibit P and notify the Depositor
of
any exceptions. Notwithstanding the foregoing, as to any subcontractor
(as
defined in the related servicing agreement), 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.
Failure
of the Master Servicer to comply with this Section 3.14
(including with respect to the timeframes required in this Section) shall
be
deemed an Event of Default, and the Trustee at the 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 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.
This
paragraph shall supercede any other provision in this Agreement or any
other
agreement to the contrary.
The
Trustee shall also provide an Assessment of Compliance and
Attestation Report, as and when provided above, which shall at a minimum
address
each of the Servicing Criteria specified on Exhibit R hereto which are
indicated
as applicable to the “trustee.” In addition, the Trustee shall cause the
Custodian to deliver to the Trustee and the Depositor an Assessment of
Compliance and Attestation Report, as and when provided above, which shall
at a
minimum address each of the Servicing Criteria specified on Exhibit P hereto
which are indicated as applicable to a “custodian.” Notwithstanding the
foregoing, as to the Trustee and any Custodian, 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.
|
Section
3.15
|
Books
and Records.
|
The
Master Servicer shall be responsible for maintaining, and shall
maintain, a complete set of books and records for the Mortgage Loans which
shall
be appropriately identified in the Master Servicer’s computer system to clearly
reflect the ownership of the Mortgage Loans by the Trust. In particular,
the
Master Servicer shall maintain in its possession, available for inspection
by
the Trustee and shall deliver to 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
Master
Servicer may be in the form of microfilm or microfiche or such other reliable
means of recreating original documents, including, but not limited to,
optical
imagery techniques so long as the Master Servicer complies with the requirements
of Accepted Servicing Practices.
The
Master Servicer shall maintain with respect to each Mortgage Loan and
shall make available for inspection by the Trustee the related servicing
file
during the time such Mortgage Loan is subject to this Agreement and thereafter
in accordance with applicable law.
Payments
on the Mortgage Loans, including any payoffs, made in accordance
with the related Mortgage File will be entered in the Master Servicer’s set of
books and records no more than two Business Days after receipt and
identification, and allocated to principal or interest as specified in
the
related Mortgage File.
|
Section
3.16
|
Reports
Filed with Securities and Exchange
Commission.
|
(a) (i) Within
15 days after each Distribution Date, the Trustee shall, in
accordance with industry standards, file with the Commission via the Electronic
Data Gathering and Retrieval System (“XXXXX”), a Form 10-D, signed by the Master
Servicer, with a copy of the Monthly Statement to be furnished by the Trustee
to
the Certificateholders for such Distribution Date and detailing all data
elements specified in Item 1121(a) of Regulation AB; provided that the
Trustee
shall have received no later than seven (7) calendar days after the related
Distribution Date, all information required to be provided to the Trustee
as
described in clause (a)(ii) below. Any disclosure in addition to the Monthly
Statement 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 Trustee and the Depositor and
approved
by the Depositor, and the Trustee will have no duty or liability for any
failure
hereunder to determine or prepare any Additional Form 10-D Disclosure absent
such reporting (other than with respect to when it is the reporting party
as set
forth in Exhibit Q) and approval.
(ii) (A)
Within seven (7) calendar days after the related Distribution Date,
(i) the parties set forth in Exhibit Q shall be required to provide, pursuant
to
section 3.16(a)(v) below, to the Trustee and the Depositor, to the extent
known,
in XXXXX-compatible format, or in such other form as otherwise agreed upon
by
the Trustee and the Depositor and such party, the form and substance of
any
Additional Form 10-D Disclosure, if applicable, and (ii) the Depositor
will
approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Depositor
will be responsible for any reasonable out-of-pocket expenses incurred
by the
Trustee in connection with including any Additional Form 10-D Disclosure
on Form
10-D pursuant to this Section.
(B)
After preparing the Form 10-D, the Trustee shall forward
electronically a draft copy of the Form 10-D to the Depositor and the Master
Servicer for review. No later than two (2) Business Days prior to the 15th
calendar day after the related Distribution Date, a senior officer of the
Master
Servicer in charge of the servicing function shall sign the Form 10-D and
return
an electronic or fax copy of such signed Form 10-D (with an original executed
hard copy to follow by overnight mail) to the Trustee. If a Form 10-D cannot
be
filed on time or if a previously filed Form 10-D needs to be amended, the
Trustee will follow the procedures set forth in Section 3.16(a)(vi). Promptly
(but no later than one (1) Business Day) after filing with the Commission,
the
Trustee will make available on its internet website identified in Section
5.06 a
final executed copy of each Form 10-D. The signing party at the Master
Servicer
can be contacted at 000-000-0000. The parties to this Agreement acknowledge
that
the performance by the Trustee of its duties under Sections 3.16(a)(i)
and (vi)
related to the timely preparation 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.
The
Trustee shall have no liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare and/or
timely
file such Form 10-D, where such failure results from the Trustee’s inability or
failure to receive, on a timely basis, any information from any other party
hereto needed to prepare, arrange for execution or file such Form 10-D,
not
resulting from its own negligence, bad faith or willful misconduct. Subject
to
the foregoing, the Trustee has no duty under this Agreement to monitor
or
enforce the performance by the other parties listed on Exhibit Q of their
duties
under this paragraph or to proactively solicit or procure from such parties
any
Additional Form 10-D Disclosure information.
(iii) (A)
Within four (4) Business Days after the occurrence of an event requiring
disclosure on Form 8-K (each such event, a “Reportable Event”), the Trustee
shall prepare and file 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 Q to the
Trustee
and the Depositor and approved by the Depositor, and the Trustee will have
no
duty or liability for any failure hereunder to determine or prepare any
Additional Form 8-K Disclosure absent such reporting (other than with respect
to
when it is the reporting party as set forth in Exhibit Q) and
approval.
(B) For
so long as the Trust is subject to the Exchange Act reporting
requirements, no later than 12:00 p.m. New York City time on the 2nd Business
Day after the occurrence of a Reportable Event (i) the parties set forth
in
Exhibit Q shall be required pursuant to Section 3.16(a)(v) below to provide
to
the Trustee and the Depositor, to the extent known, in XXXXX-compatible
format,
or in such other form as otherwise agreed upon by the Trustee and the Depositor
and such party, the form and substance of any Form 8-K Disclosure Information,
if applicable, and (ii) the Depositor will 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 will be responsible for any reasonable
out-of-pocket expenses incurred by the Trustee in connection with including
any
Form 8-K Disclosure Information on Form 8-K pursuant to this Section.
(C) After
preparing the Form 8-K, the Trustee shall forward electronically a
draft copy of the Form 8-K to the Depositor and the Master Servicer for
review.
No later than the end of business New York City time on the 3rd
Business Day after the Reportable Event, a senior officer of the Master
Servicer
shall sign the Form 8-K and return an electronic or fax copy of such signed
Form
8-K (with an original executed hard copy to follow by overnight mail) to
the
Trustee. If a Form 8-K cannot be filed on time or if a previously filed
Form 8-K
needs to be amended, the Trustee will follow the procedures set forth in
Section
3.16(a)(vi). Promptly (but no later than one (1) Business Day) after filing
with
the Commission, the Trustee will, make available on its internet website
identified in Section 5.06 a final executed copy of each Form 8-K. The
signing
party at the Master Servicer can be contacted at 000-000-0000. The parties
to
this Agreement acknowledge that the performance by the Trustee of its duties
under this Section 3.16(a)(iii) related to the timely preparation and filing
of
Form 8-K is contingent upon
such
parties strictly observing all applicable deadlines in the
performance of their duties under this Section 3.16(a)(iii). The Trustee
shall
have no liability for any loss, expense, damage, claim arising out of or
with
respect to any failure to properly prepare and/or timely file such Form
8-K,
where such failure results from the Trustee’s inability or failure to receive,
on a timely basis, any information from any other party hereto needed to
prepare, arrange for execution or file such Form 8-K, not resulting from
its own
negligence, bad faith or willful misconduct. Subject to the foregoing,
the
Trustee has no duty under this Agreement to monitor or enforce the performance
by the other parties listed on Exhibit Q of their duties under this paragraph
or
to proactively solicit or procure from such parties any Additional Form
8-K
Disclosure information.
(iv) (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 Trustee shall prepare and file
on
behalf of the Trust a Form 10-K, in form and substance as required by the
Exchange Act. Each such Form 10-K shall include the following items, in
each
case to the extent they have been delivered to the Trustee within the applicable
timeframes set forth in this Agreement, (I) an annual compliance statement
for
the Master Servicer and any subservicer, as described under Section 3.13,
(II)(A) the annual reports on assessment of compliance with Servicing Criteria
for the Master Servicer, each subservicer and subcontractor participating
in the
Servicing Function, the Trustee and the Custodian, as described under Section
3.14, and (B) if the Master Servicer’s, the Trustee’s or the Custodian’s report
on assessment of compliance with servicing criteria described under Section
3.14
identifies any material instance of noncompliance, disclosure identifying
such
instance of noncompliance, or if the Master Servicer’s, the Trustee’s or the
Custodian’s report on assessment of compliance with Servicing Criteria described
under Section 3.14 is not included as an exhibit to such Form 10-K, disclosure
that such report is not included and an explanation why such report is
not
included, (III)(A) the registered public accounting firm attestation report
for
the Master Servicer, the Trustee and the Custodian, as described under
Section
3.14, and (B) if any registered public accounting firm attestation report
described under Section 3.14 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
(“Xxxxxxxx-Xxxxx Certification”) as described in this Section 3.16 (a)(iv)(D)
below. 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 Q to the Trustee and the Depositor and approved by
the
Depositor, and the Trustee will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-K Disclosure absent
such reporting (other than with respect to when it is the reporting party
as set
forth in Exhibit Q) 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 Q shall be required to provide pursuant to Section 3.16(a)(v)
below to the Trustee and the Depositor, to the extent known, in XXXXX-compatible
format, or in such other form as otherwise agreed upon by the Trustee and
the
Depositor and such party, the form
and
substance of any Additional Form 10-K Disclosure, if applicable, and
(ii) the Depositor will approve, as to form and substance, or disapprove,
as the
case may be, the inclusion of the Additional Form 10-K Disclosure on Form
10-K.
The Depositor will be responsible for any reasonable out-of-pocket expenses
incurred by the Trustee in connection with including any Form 10-K Disclosure
Information on Form 10-K pursuant to this Section.
(C) After
preparing the Form 10-K, the Trustee shall forward electronically a
draft copy of the Form 10-K to the Depositor and the Master Servicer for
review.
No later than 12:00 p.m. New York City time on the 4th Business Day prior
to the
10-K Filing Deadline, a senior officer of the Master Servicer shall sign
the
Form 10-K and return an electronic or fax copy of such signed Form 10-K
(with an
original executed hard copy to follow by overnight mail) to the Trustee.
If a
Form 10-K cannot be filed on time or if a previously filed Form 10-K needs
to be
amended, the Trustee will follow the procedures set forth in Section
3.16(a)(vi). Promptly (but no later than one (1) Business Day) after filing
with
the Commission, the Trustee will make available on its internet website
identified in Section 5.06 a final executed copy of each Form 10-K. The
signing
party at the Master Servicer can be contacted at (000)-000-0000.
The parties to this Agreement
acknowledge that the performance by the Trustee of its duties under Sections
3.16(a)(iv) related to the timely preparation 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, Section 3.13 and Section
3.14.
The Trustee shall have no liability for any loss, expense, damage, claim
arising
out of or with respect to any failure to properly prepare and/or timely
file
such Form 10-K, where such failure results from the Trustee’s inability or
failure to receive, on a timely basis, any information from any other party
hereto needed to prepare, arrange for execution or file such Form 10-K,
not
resulting from its own negligence, bad faith or willful misconduct. Subject
to
the foregoing, the Trustee has no duty under this Agreement to monitor
or
enforce the performance by the other parties listed on Exhibit Q of their
duties
under this paragraph or to proactively solicit or procure from such parties
any
Additional Form 10-K Disclosure information.
(D) Each
Form 10-K shall include a certification (the “Xxxxxxxx-Xxxxx Certification”)
required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The
Trustee shall, and the Master Servicer shall cause any subservicer or
subcontractor engaged by it to, provide to the Person who signs the
Xxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 15 of each year
in which the Trust is subject to the reporting requirements of the Exchange
Act
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. The senior officer of the Master Servicer shall serve
as the
Certifying Person on behalf of the Trust. Such officer of the Certifying
Person
can be contacted at (000)000-0000. In the event the Trustee is terminated
or
resigns pursuant to the terms of this Agreement, the Trustee shall provide
a
Back-Up Certification to the Certifying Person pursuant to this Section
3.16(a)(iv) with respect to the period of time it was subject to this
Agreement.
(v) 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 in the form attached hereto as Exhibit
R, the Trustee’s obligation to include such Additional Information in the
applicable Exchange Act report is subject to receipt from the entity that
is
indicated in Exhibit Q as the responsible party for providing that information,
if other than the Trustee, as and when required as described in Section
3.16(a)(i) through (iv) above. Each of the Master Servicer, Sponsor, and
Depositor hereby agree to notify and provide to the extent known to the
Trustee
and the Depositor all Additional Disclosure relating to the Trust Fund,
with
respect to which such party is indicated in Exhibit Q 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 Trustee the related
Significance Estimate and the Trustee 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 Trustee shall deliver written notification to the Depositor and
the Swap
Provider to that effect. The Depositor shall request from the Swap Provider
any
information required under Regulation AB to the extent required under the
Swap
Agreement. The Depositor will be obligated pursuant to the Swap Agreement
and to
provide to the Trustee any information that may be required to be included
in
any Form 10-D, Form 8-K or Form 10-K or written notification instructing
the
Trustee that such Additional Disclosure regarding the Swap Provider is
not
necessary for such Distribution Date. The Master Servicer shall be responsible
for determining the pool concentration applicable to any subservicer or
originator at any time.
(vi) (A)
On or prior to January 30 of the first year in which the Trustee is able
to do
so under applicable law, the Trustee shall file a Form 15 relating to the
automatic suspension of reporting in respect of the Trust under the Exchange
Act.
(B) In
the event that the Trustee is unable to timely file with the
Commission all or any required portion of any Form 8-K, 10-D or 10-K required
to
be filed by this Agreement because required disclosure information was
either
not delivered to it or delivered to it after the delivery deadlines set
forth in
this Agreement or for any other reason, the Trustee will immediately notify
the
Depositor and the Master Servicer. In the case of Form 10-D and 10-K, the
Depositor, Master Servicer and Trustee will cooperate to prepare and file
a Form
12b-25 and a 10-DA and 10-KA as applicable, pursuant to Rule 12b-25 of
the
Exchange Act. In the case of Form 8-K, the Trustee will, upon receipt of
all
required Form 8-K Disclosure Information and upon the approval and direction
of
the Depositor, include such disclosure information on the next Form 10-D.
In the
event that any previously filed Form 8-K, 10-D or 10-K needs to be amended,
the
Trustee will notify the Depositor and the Master Servicer and such parties
will
cooperate to prepare any necessary 8-KA, 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 a
senior
officer of the Master Servicer. The Depositor and Master Servicer acknowledge
that the performance by the Trustee of its duties under this Section 3.16(a)(vi)
related to the timely preparation 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 performing their duties under this Section. The Trustee shall
have
no liability for any loss, expense, damage, claim arising out of or with
respect
to any failure to properly prepare and/or timely file any such Form 15,
Form
12b-25
or any amendments to Forms 8-K, 10-D or 10-K, where such failure
results from the Trustee’s inability or failure to receive, on a timely basis,
any information from any other party hereto needed to prepare, arrange
for
execution or file such Form 15, Form 12b-25 or any amendments to Forms
8-K, 10-D
or 10-K, not resulting from its own negligence, bad faith or willful
misconduct.
The
Depositor agrees to promptly furnish to the Trustee, from time to
time upon request, such further information, reports and financial statements
within its control related to this Agreement, the Mortgage Loans as the
Trustee
reasonably deems appropriate to prepare and file all necessary reports
with the
Commission. The Trustee shall have no responsibility to file any items
other
than those specified in this Section 3.16; provided, however, the Trustee
will
cooperate with the Depositor in connection with any additional filings
with
respect to the Trust Fund as the Depositor deems necessary under the Exchange
Act. Copies of all reports filed by the Trustee under the Exchange Act
shall be
sent to: the Depositor c/o Bear, Xxxxxxx & Co. Inc., Attn: Managing Director
Analysis and Control, Xxx Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000-0000.
Fees and expenses incurred by the Trustee in connection with this Section
3.16
shall not be reimbursable from the Trust Fund.
(b) In
connection with the filing of any 10-K hereunder, the Trustee shall
sign a Back-Up Certification substantially in the form attached hereto
as
Exhibit K) for the
Depositor regarding certain aspects of the Form 10-K certification signed
by the
Master Servicer,;
provided, however, the Trustee shall not be required to undertake an analysis
of
any accountant’s report attached as an exhibit to the Form 10-K.
(c) The
Trustee shall indemnify and hold harmless the Depositor and its
officers, directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and
related
costs, judgments and other costs and expenses arising out of or based upon
a
breach of the Trustee’s obligations under Section 3.13, Section 3.14 and Section
3.16 or the Trustee’s negligence, bad faith or willful misconduct in connection
therewith.
The
Depositor shall indemnify and hold harmless the Trustee and 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 Section 3.13, Section
3.14 and
Section 3.16 or the Depositor’s negligence, bad faith or willful misconduct in
connection therewith.
The
Master Servicer shall indemnify and hold harmless the Trustee and the
Depositor and their respective officers, directors and affiliates from
and
against any losses, damages, penalties, fines, forfeitures, reasonable
and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a breach of the obligations of the Master
Servicer
under Section 3.13, Section 3.14 and Section 3.16 or the Master Servicer’s
negligence, bad faith or willful misconduct in connection
therewith.
If
the indemnification provided for herein is unavailable or insufficient
to hold harmless the Depositor, Master Servicer or the Trustee, as applicable,
then the defaulting party, in
connection
with a breach of its respective obligations under Section
3.13, Section 3.14 and Section 3.16 or its respective negligence, bad faith
or
willful misconduct in connection therewith, 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.
(d) Nothing
shall be construed from the foregoing subsections (a), (b) and
(c) to require the Trustee or any officer, director or Affiliate thereof
to sign
any Form 10-K or any certification contained therein. Furthermore, the
inability
of the Trustee to file a Form 10-K as a result of the lack of required
information as set forth in Section 3.16(a) or required signatures on such
Form
10-K or any certification contained therein shall not be regarded as a
breach by
the Trustee of any obligation under this Agreement.
(e) Notwithstanding
the provisions of Section 11.01, this Section 3.16 may be
amended without the consent of the Certificateholders.
|
Section
3.17
|
Intention
of the Parties and Interpretation.
|
Each
of the parties acknowledges and agrees that the purpose of Sections
3.13, 3.14 and 3.16 of this Agreement is to facilitate compliance by the
Seller
and the Depositor with the provisions of Regulation AB promulgated by the
SEC
under the 1934 Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended
from time to time and subject to clarification and interpretive advice
as may be
issued by the staff of the SEC from time to time. Therefore, each of the
parties
agrees that (a) the obligations of the parties hereunder shall be interpreted
in
such a manner as to accomplish that purpose, (b) the parties’ obligations
hereunder will be supplemented and modified as necessary to be consistent
with
any such amendments, interpretive advice or guidance, convention or consensus
among active participants in the asset-backed securities markets, advice
of
counsel, or otherwise in respect of the requirements of Regulation AB,
(c) the
parties shall comply with reasonable requests made by the Seller or the
Depositor for delivery of additional or different information as the Seller
or
the Depositor may determine in good faith is necessary to comply with the
provisions of Regulation AB, and (d) no amendment of this Agreement shall
be
required to effect any such changes in the parties’ obligations as are necessary
to accommodate evolving interpretations of the provisions of Regulation
AB.
|
Section
3.18
|
UCC.
|
The
Sponsor shall file any financing statements, continuation statements
or amendments thereto required by any change in the Uniform Commercial
Code.
|
Section
3.19
|
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,
the
Sponsor 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 Purchase Price; provided however (i) that such Mortgage Loan is
still 90
days or more delinquent or is an REO Property as of the date of such purchase
and (ii) this purchase option, if not theretofore exercised, shall terminate
on
the
date
prior to the last day of the related Fiscal Quarter. This purchase
option, if not exercised, shall not be thereafter reinstated unless the
delinquency is cured and the Mortgage Loan thereafter again becomes 90
days or
more delinquent or becomes an REO Property, in which case the option shall
again
become exercisable as of the first day of the related Fiscal
Quarter.
In
addition, the Sponsor 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 Scheduled Payment is not made within thirty
(30)
days of such Due Date. Such purchase shall be made at a price equal to
the
Purchase Price.
If
at any time the Sponsor remits to the Master Servicer a payment for
deposit in the Protected Account covering the amount of the Purchase Price
for
such a Mortgage Loan, and the Sponsor provides to the Trustee a certification
signed by a Servicing Officer stating that the amount of such payment has
been
deposited in the Protected Account, then the Trustee shall execute the
assignment of such Mortgage Loan prepared and delivered to the Trustee,
at the
request of the Sponsor, without recourse, representation or warranty, to
the
Sponsor 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. The Sponsor
will thereupon own such Mortgage, and all such security and documents,
free of
any further obligation to the Trustee or the Certificateholders with respect
thereto.
Section
3.20 Obligations of the Master
Servicer in Respect of Mortgage Rates and
Scheduled Payments.
In
the event that a shortfall in any collection on or liability with
respect to any Mortgage Loan results from or is attributable to adjustments
to
Mortgage Rates, Scheduled Payments or Stated Principal Balances that were
made
by the Master Servicer in a manner not consistent with the terms of the
related
Mortgage Note and this Agreement, the Master Servicer, upon discovery or
receipt
of notice thereof, immediately shall deliver to the Trustee for deposit
in the
Distribution Account from its own funds the amount of any such shortfall
and
shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor
and
any successor Master Servicer in respect of any such liability. Such indemnities
shall survive the termination or discharge of this Agreement. Notwithstanding
the foregoing, this Section 3.20 shall not limit the ability of the Master
Servicer to seek recovery of any such amounts from the related Mortgagor
under
the terms of the related Mortgage Note and Mortgage, to the extent permitted
by
applicable law.
Section
3.21 Reserve Fund;
Payments to and from Swap Administrator; Supplemental Interest Trust.
(a) As
of the Closing Date, the Trustee shall establish and maintain in the
name of the Supplemental Interest Trust Trustee the Supplemental Interest
Trust,
a separate trust for the benefit of the holders of the Class A, Class M
and
Class B Certificates and the Swap Provider. The Supplemental Interest Trust
shall hold the Swap Agreement, the Swap Administration Agreement and Swap
Account. The Swap Account shall be an Eligible Account, and funds on deposit
therein shall be held separate and apart from, and shall not be commingled
with,
any other moneys, including, without limitation, other moneys of the Trustee
held pursuant to this Agreement. In performing its duties hereunder and
under
the Swap Agreement and Swap
Administration
Agreement, the Supplemental Interest Trust Trustee shall
be entitled to the same rights, protections and indemnities as provided
to the
Trustee hereunder.
(b) On
or before the Closing Date, the Trustee shall establish a Reserve Fund
on behalf of the Holders of the Certificates. On the Closing Date, the
Depositor
shall cause an amount equal to the Reserve Fund Deposit to be deposited
into the
Reserve Fund. The Reserve Fund must be an Eligible Account. The Reserve
Fund
shall be entitled “Reserve Fund, LaSalle Bank National Association as Trustee
for the benefit of holders of Structured Asset Mortgage Investments II
Inc.,
Mortgage-Backed Certificates, Series 2006-4”. The Trustee shall deposit in the
Reserve Fund all payments received from the Swap Administrator that are
payable
to the Trust Fund pursuant to the Swap Administration Agreement. On each
Distribution Date the Trustee shall remit such amounts received from the
Swap
Administrator to the Holders of the Class A, Class M and Class B Certificates
in
the manner provided in clause (d) below. In addition, on each Distribution
Date
as to which there is a Basis Risk Shortfall Carry Forward Amount payable
to any
Class of Class A, Class M and/or Class B Certificates, the Trustee shall
deposit
the amounts distributable pursuant to clauses (C) and (D) of Section 5.04(a)(3)
into the Reserve Fund, and the Trustee has been directed by the Class C
Certificateholder to distribute amounts in respect of the Basis Risk Shortfall
Carry Forward Amount to the Holders of the Class A, Class M and/or Class
B
Certificates in the priorities set forth in clauses (C) and (D) of Section
5.04(a)(3). Any amount paid to the Holders of Class A, Class M and/or Class
B
Certificates pursuant to the preceding sentence in respect of Basis Risk
Shortfall Carry Forward Amount from amounts distributable pursuant to clauses
(C) and (D) of Section 5.04(a)(3) shall be treated as distributed to the
Class C
Certificateholder in respect of the Class C Certificates and paid by the
Class C
Certificateholder to the Holders of the Class A, Class M and/or Class B
Certificates. Any payments to the Holders of the Class A, Class M and/or
Class B
Certificates in respect of Basis Risk Shortfall Carry Forward Amount, whether
pursuant to the second preceding sentence or pursuant to subsection (d)
below,
shall not be payments with respect to a Regular Interest in a REMIC within
the
meaning of Code Section 860(G)(a)(1).
(c) Net
Swap Payments and Swap Termination Payments (other than Swap
Termination Payments resulting from a Swap Provider Trigger Event and to
the
extent not paid by the Swap Administrator from any upfront payment received
pursuant to any replacement interest rate swap agreements that may be entered
into by the Supplemental Interest Trust Trustee) payable by the Swap
Administrator, on behalf of the Supplemental Interest Trust Trustee, to
the Swap
Provider pursuant to the Swap Agreement shall be deducted from Interest
Funds,
and to the extent of any such remaining amounts due, from Principal Funds,
prior
to any distributions to the Certificateholders. On or before each Distribution
Date, such amounts shall be remitted to the Swap Administrator, and deposited
into the Swap Account first to make any Net Swap Payment owed to the Swap
Provider pursuant to the Swap Agreement for such Distribution Date and
for prior
Distribution Dates, if any, and second to make any Swap Termination Payment
(not
due to a Swap Provider Trigger Event and to the extent not paid by the
Swap
Administrator from any upfront payment received pursuant to any replacement
interest rate swap agreements that may be entered into by the Supplemental
Interest Trust Trustee) owed to the Swap Provider pursuant to the Swap
Agreement
for such Distribution Date and for prior Distribution Dates, if any. In
addition, the Trustee shall remit to the Swap Administrator for payment
to the
Swap Provider any Swap Termination Payment payable under Section 10.01.
For
federal income tax purposes, such amounts paid to the Supplemental Interest
Trust on each
Distribution
Date shall first be deemed paid to the Supplemental Interest
Trust in respect of REMIC V Regular Interest IO to the extent of the amount
distributable on such REMIC V Regular Interest IO on such Distribution
Date, and
any remaining amount shall be deemed paid to the Supplemental Interest
Trust in
respect of a Class IO Distribution Amount. Any Swap Termination Payment
triggered by a Swap Provider Trigger Event owed to the Swap Provider pursuant
to
the Swap Agreement will be subordinated to distributions to the Holders
of the
Class A, Class M and Class B Certificates and shall be paid as set forth
under
Section 5.04(a)(3).
(d) On
or before each Distribution Date, Net Swap Payments payable by the
Swap Provider to the Swap Administrator, on behalf of the Supplemental
Interest
Trust Trustee, pursuant to the Swap Agreement, will be deposited by the
Swap
Administrator, acting on behalf of the Supplemental Interest Trust Trustee,
into
the Swap Account pursuant to the Swap Administration Agreement. The Swap
Administrator shall, to the extent provided in the Swap Administration
Agreement, remit amounts on deposit in the Swap Account to the Trustee
for
deposit into the Reserve Fund. On each Distribution Date, to the extent
required, the Trustee shall withdraw such amounts from the Reserve Fund
to
distribute to the Certificates in the following order of priority:
(i) first,
(a) to each Class of Class A Certificates,
on a pro rata basis, to pay
Current Interest and any Interest Carry Forward Amount to the extent due
to the
interest portion of a Realized Loss, in each case to the extent not fully
paid
pursuant to Section 5.04(a)(1) and (b) any Unpaid Realized Loss Amounts
for each
such class, pro rata, based on the respective Certificate Principal Balances
thereof as follows: (1) to the Class A-1 Certificates, and (2) sequentially
to
the Class A-2 Certificates, and then the Class A-3 Certificates;
(ii) second,
sequentially to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class
M-5, Class M-6, Class
B-1, Class B-2, Class B-3 and Class B-4 Certificates, in
that order, to pay Current Interest to the extent not fully paid pursuant
to
Section 5.04(a)(1) and any Interest Carry Forward Amount to the extent
due to
the interest portion of a Realized Loss;
(iii) third,
to pay first, to each Class of Class A
Certificates, on a pro rata basis, based on the amount of Basis Risk Shortfall
Carry Forward Amount for each such Class, and second, sequentially to the
Class
X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1,
Class
B-2, Class B-3 and Class B-4 Certificates, in that order, any Basis Risk
Shortfall Carry Forward Amounts for such Distribution Date; and
(iv) fourth,
to pay as principal to the Class A, Class
M and Class B Certificates as part of the Extra Principal Distribution
Amount
payable under Section 5.04(a)(2) until the Overcollateralization Target
Amount
has been reached, to the extent not paid from Excess Cashflow pursuant
to
Section 5.04(a)(2) for such Distribution Date. For the avoidance of doubt,
any
amounts distributable pursuant to this clause (iv) shall be limited to
rebuilding overcollateralization to the extent overcollateralization has
been
reduced through Realized Losses.
(e) The
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 Reserve Fund. The Class C Certificateholder shall
be the
beneficial owner of the Reserve Fund, subject to the power of the Trustee
to
transfer amounts under Section 5.04. Amounts in the Reserve Fund shall,
at the
written direction of the Class C Certificateholder to the Trustee, be invested
in Permitted Investments that mature no later than the Business Day prior
to the
next succeeding Distribution Date. In the absence of written instructions
to the
Trustee, amounts on deposit in the Reserve Fund shall remain uninvested.
All net
income and gain from such investments shall be distributed to the Class
C
Certificateholders, 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 Reserve Fund shall be taxable to the Class C Certificateholder. Any
losses
on such investments shall be deposited in the Reserve Fund by the Class
C
Certificateholder out of its own funds immediately as realized. The Swap
Account, which is created and maintained by the Swap Administrator pursuant
to
the Swap Administration Agreement, is an “outside reserve fund” within the
meaning of Treasury Regulation Section 1.860G-2(h) and shall not be an
asset of
any REMIC created hereunder. The beneficial owner of the Swap Account is
identified, and other matters relating to the Swap Account are addressed,
in the
Swap Administration Agreement.
(f) The
Trustee shall treat the Holders of Certificates (other than the Class
C Certificates and Class R Certificates) as having entered into a notional
principal contract with respect to the Holders of the Class C Certificates.
Pursuant to each such notional principal contract, all Holders of Certificates
(other than the Class C Certificates and Class R Certificates) shall be
treated
as having agreed to pay, on each Distribution Date, to the Holder of the
Class C
Certificates an aggregate amount equal to the excess, if any, of (i) the
amount
payable on such Distribution Date on the REMIC III Regular Interest
corresponding to such Class of Certificates over (ii) the amount payable
on such
Class of Certificates on such Distribution Date (such excess, a “Class IO
Distribution Amount”). A Class IO Distribution Amount payable from interest
collections shall be allocated pro rata among such Certificates
based on the excess of, with respect to each
such Certificate, (i) the amount of interest otherwise payable to the REMIC
III
Regular Interest relating such Certificate over (ii) the amount of interest
payable to such Certificate at a per annum rate equal to the Net Rate Cap,
and a
Class IO Distribution Amount payable from principal collections shall be
allocated to the most subordinate Class of Certificates with an outstanding
principal balance to the extent of such balance. In addition, pursuant
to such
notional principal contract, the Holder of the Class C Certificates shall
be
treated as having agreed to pay Basis Risk Shortfall Carry Forward Amounts
to
the Holders of the Certificates (other than the Class C Certificates and
Class R
Certificates) in accordance with the terms of this Agreement. Any payments
to
the Certificates from amounts deemed received in respect of this notional
principal contract shall not be payments with respect to a Regular Interest
in a
REMIC within the meaning of Code Section 860G(a)(1). However, any payment
from
the Certificates (other than the Class C Certificates and Class R Certificates)
of a Class IO Distribution Amount shall be treated for tax purposes as
having
been received by the Holders of such Certificates in respect of their interests
in REMIC III and as having been paid by such Holders to the Swap Provider
pursuant to the notional principal contract. Thus, each Certificate (other
than
the Class R Certificates) shall be treated as representing not only ownership
of
Regular Interests in REMIC III, but also ownership of an interest in, and
obligations with respect to, a notional principal contract.
Section
3.22 Tax Treatment of Class
IO Distribution Amounts in the Event of
Resecuritization of Class A, Class M or Class B Certificates.
In
the event that any Class A, Class M or Class B Certificate is
resecuritized in a REMIC (the “Resecuritization REMIC”), for federal income tax
purposes, (i) payments on the REMIC III Regular Interest corresponding
to such
Class A, Class M or Class B Certificate shall for, the avoidance of doubt,
be
deemed to include the related Class IO Distribution Amount, and (ii) to
the
extent provided in the operative documents for the Resecuritization REMIC,
(a)
payments on the “regular interests” issued by the Resecuritization REMIC shall
be deemed to include in the aggregate such Class IO Distribution Amount,
and (b)
such Class IO Distribution Amount shall be deemed paid to the holder of
the
Class C Certificates pursuant to a notional principal contract entered
into by
the holders of one or more “regular interests” issued by the Resecuritization
REMIC (“Resecuritization Holders”) and the Holder of the Class C Certificates.
In such event, Class IO Distribution Amounts deemed paid by Resecuritization
Holders under clause (b) of the immediately preceding sentence shall be
paid on
behalf of such holders pursuant to Section 3.21(c) hereof.
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Section
3.23
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Advancing
Facility.
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(a) The
Master Servicer and/or the Trustee on behalf of the Trust Fund, in
either case, with the consent of the Master Servicer in the case of the
Trustee
and, in each case, with notice to the Rating Agencies, is hereby authorized
to
enter into a facility (the “Advancing Facility”) with any Person which provides
that such Person (an “Advancing Person”) may fund Advances and/or Servicing
Advances to the Trust Fund under this Agreement, although no such facility
shall
reduce or otherwise affect the Master Servicer’s obligation to fund such
Advances and/or Servicing Advances. If the Master Servicer enters into
such an
Advancing Facility pursuant to this Section 3.23, upon reasonable request
of the
Advancing Person, the Trustee shall execute a letter of acknowledgment,
confirming its receipt of notice of the existence of such Advancing Facility.
To
the extent that an Advancing Person funds any Advance or any Servicing
Advance
and provides the Trustee with notice acknowledged by the Servicer that
such
Advancing Person is entitled to reimbursement, such Advancing Person shall
be
entitled to receive reimbursement pursuant to this Agreement for such amount
to
the extent provided in Section 3.23(b). Such notice from the Advancing
Person
must specify the amount of the reimbursement, the Section of this Agreement
that
permits the applicable Advance or Servicing Advance to be reimbursed and
the
section(s) of the Advancing Facility that entitle the Advancing Person
to
request reimbursement from the Trustee, rather than the Master Servicer,
and
include the Master Servicer’s acknowledgment thereto or proof of an Event of
Default under the Advancing Facility. The Trustee shall have no duty or
liability with respect to any calculation of any reimbursement to be paid
to an
Advancing Person and shall be entitled to rely without independent investigation
on the Advancing Person’s notice provided pursuant to this Section 3.23. An
Advancing Person whose obligations hereunder are limited to the funding
of
Advances and/or Servicing Advances shall not be required to meet the
qualifications of a Master Servicer or a subservicer pursuant to Section
8.02
hereof and will not be deemed to be a subservicer under this
Agreement.
(b) If
an Advancing Facility is entered into, then the Master Servicer shall
not be permitted to reimburse itself therefor under Section 4.02(a)(ii),
Section
4.02(a)(iii) and Section
4.02(a)(v)
prior to the remittance to the Trust Fund, but instead the
Master Servicer shall include such amounts in the applicable remittance
to the
Trustee made pursuant to Section 4.02. The Trustee is hereby authorized
to pay
to the Advancing Person, reimbursements for Advances and Servicing Advances
from
the Distribution Account to the same extent the Master Servicer would have
been
permitted to reimburse itself for such Advances and/or Servicing Advances
in
accordance with Section 4.02(a)(ii), Section 4.02(a)(iii) or Section 4.02(a)(v),
as the case may be, had the Master Servicer itself funded such Advance
or
Servicing Advance. The Trustee is hereby authorized to pay directly to
the
Advancing Person such portion of the Servicing Fee as the parties to any
advancing facility agree.
(c) All
Advances and Servicing Advances made pursuant to the terms of this
Agreement shall be deemed made and shall be reimbursed on a “first in-first out”
(FIFO) basis.
(d) Any
amendment to this Section 3.23 or to any other provision of this
Agreement that may be necessary or appropriate to effect the terms of an
Advancing Facility as described generally in this Section 3.23, including
amendments to add provisions relating to a successor master servicer, may
be
entered into by the Trustee and the Master Servicer without the consent
of any
Certificateholder, notwithstanding anything to the contrary in this
Agreement.
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Section
3.24
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Special
Servicer.
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On
any Distribution Date on which (1) the servicer rating for the Master
Servicer is downgraded by a full rating category from its rating as of
the
Closing Date by any of S&P, Xxxxx’x and Fitch and (2) a Special Servicer
Trigger is in effect for such Distribution Date, the Majority Class C
Certificateholder or its designee shall have the option to direct the Master
Servicer to appoint a special servicer to service all of the Mortgage Loans
that
are 91 days or more Delinquent as of such Distribution Date (“Special Servicer
Delinquent Loans”). In addition, on each of the next three Distribution Dates
and for every Distribution Date occurring in the last month of each Fiscal
Quarter thereafter, if a Special Servicing Trigger is in effect the Majority
Class C Certificateholder shall have the option to direct the Master Servicer
to
transfer any additional Special Servicer Delinquent Loans as of such
Distribution Dates to the special servicer.
The
special servicer appointed at the direction of the Majority Class C
Certificateholder or its designee shall be rated in the two highest special
servicer rankings by Xxxxx’x and such special servicer shall be a “Select
Special Servicer” as set forth in S&P’s criteria. Such special servicer
shall be entitled to any Servicing Fees (including any related late payment
charges) payable to the Master Servicer with respect to any Special Servicer
Delinquent Loan the special servicer is servicing. In the event that a
special
servicer is appointed, the Trustee shall provide prompt written notice
to the
Rating Agencies of such appointment. The special servicer shall comply
in all
respects with, and shall service such Special Servicer Delinquent Loans
in
accordance with, this Agreement to the same extent that the Master Servicer
is
required to under this Agreement. The special servicer shall indemnify
the
Master Servicer for any losses, liabilities or damages incurred by the
Master
Servicer as a result of the special servicer’s servicing of any Special Servicer
Delinquent Loan and shall reimburse the Master Servicer for any and all
Advances, out of pocket expenses and accrued Servicing Fees made with respect
to
such Special Servicer Delinquent Loans transferred to the special
servicer.
ARTICLE
IV
ACCOUNTS
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Section
4.01
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Collection
of Mortgage Loan Payments; Protected Account.
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(a) The
Master Servicer 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 are located to collect
all
payments called for under the terms and provisions of the 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 Master Servicer may in its discretion (i) waive any late
payment
charge and (ii) extend the due dates for payments due on a Mortgage Note
for a
period not greater than 125 days. In the event of any such arrangement,
the
Master Servicer shall make Advances on the related Mortgage Loan during
the
scheduled period in accordance with the amortization schedule of such Mortgage
Loan without modification thereof by reason of such arrangements, and shall
be
entitled to reimbursement therefor in accordance with Section 5.01. The
Master
Servicer 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) a Mortgage Loan is
in
default or default is imminent or (y) the Master Servicer 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 Mortgage
Loan
will not result in the imposition of taxes on or disqualify from REMIC
status
any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V, the Master Servicer
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 Mortgage Loan and (B) amend any Mortgage
Note to
extend to 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 Master
Servicer may cease charging of late fees and credit reporting activity
for all
Mortgagors in such counties until May 1, 2006, and if reasonably prudent,
may
extend such period as long as necessary. In addition, the Master Servicer
may
suspend all foreclosure and bankruptcy activity relating to certain Mortgage
Loans and if reasonably prudent, may extend such period as long as
necessary.
The
Master Servicer shall not waive (or permit a sub-servicer to waive)
any Prepayment Charge unless: (i) the enforceability thereof shall have
been
limited by bankruptcy, insolvency, moratorium, receivership and other similar
laws relating to creditors’ rights generally, (ii) the enforcement thereof is
illegal, or any local, state or federal agency has threatened legal action
if
the prepayment penalty is enforced, (iii) the 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 Master Servicer,
maximize
recovery of total proceeds taking into account the value of such
Prepayment Charge and the related Mortgage Loan. If a Prepayment Charge
is
waived, but does not meet the standards described above, then the Master
Servicer is required to pay the amount of such waived Prepayment Charge,
for the
benefit of the Class C Certificates, by remitting such amount to the Trustee
by
the Distribution Account Deposit Date.
(b) The
Master Servicer 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 Master Servicer for the benefit of the Trustee on behalf
of
the Certificateholders and designated “EMC Mortgage Corporation, as Master
Servicer, for the benefit of LaSalle Bank National Association, in trust
for
registered holders of Structured Asset Mortgage Investments II Inc., SACO
2006-4
Motrtgage-Backed Certificates, Series 2006-4”. The Master Servicer shall deposit
or cause to be deposited into the Protected Account on a daily basis within
two
Business Days of receipt and identification, except as otherwise specifically
provided herein, the following payments and collections remitted by subservicers
or received by it in respect of the Mortgage Loans subsequent to the Cut-off
Date (other than in respect of principal and interest due on the 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 Mortgage Loans;
(ii) all
payments on account of interest on the Mortgage Loans net of the
Servicing Fee permitted under Section 3.10 and LPMI Fees, if any;
(iii) all
Liquidation Proceeds, Subsequent Recoveries and Insurance Proceeds, other
than
proceeds to be applied to the restoration or repair of the Mortgaged Property
or
released to the Mortgagor in accordance with the Master Servicer’s normal
servicing procedures;
(iv) any
amount required to be deposited by the Master Servicer pursuant to Section
4.01(c) in connection with any losses on Permitted Investments;
(v) any
amounts required to be deposited by the Master Servicer pursuant to
Section 3.05;
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(vi)
|
any
Prepayment Charges collected on the Mortgage Loans;
and
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|
|
(vii)
|
any
other amounts required to be deposited
hereunder.
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The
foregoing requirements for remittance by the Master Servicer 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
Master Servicer. In the event that the Master Servicer shall remit any
amount
not required to be remitted and not otherwise subject to withdrawal pursuant
to
Section 4.02, 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 Master Servicer shall maintain adequate records with respect to all
withdrawals made pursuant to this Section. Reconciliations will be prepared
for
the Protected Account within 45 Calendar days after the bank statement
cut-off
date. All items requiring reconciliation will be resolved within 90 calendar
days of their original identification. All funds deposited in the Protected
Account shall be held in trust for the Certificateholders until withdrawn
in
accordance with Section 4.02.
(c) The
institution that maintains the Protected Account shall invest the
funds in the Protected Account, in the manner directed by the Master Servicer,
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 Master Servicer 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 Master Servicer into the Protected
Account, out of the Master Servicer’s own funds.
(d) The
Master Servicer shall give at least 30 days advance notice to the
Trustee, the Seller, each Rating Agency and the Depositor of any proposed
change
of location of the Protected Account prior to any change thereof.
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Section
4.02
|
Permitted
Withdrawals From the Protected Account.
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(a) The
Master Servicer 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
Master Servicer), 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 Master Servicer for Advances made by it with respect to
the Mortgage Loans, provided, however, that the Master Servicer’s right of
reimbursement pursuant to this subclause (ii) shall be limited to amounts
received on particular Mortgage Loan(s) (including, for this purpose,
Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries) that
represent late recoveries of payments of principal and/or interest on such
particular Mortgage Loan(s) in respect of which any such Advance was
made;
(iii) to
reimburse the Master Servicer for any previously made portion of a Servicing
Advance or an Advance made by the Master Servicer that, in the good faith
judgment of the Master Servicer, 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 Master Servicer from Insurance Proceeds for Insured Expenses
covered by the related Insurance Policy;
(v) to
pay the Master Servicer any unpaid Servicing Fees and to reimburse it
for any unreimbursed Servicing Advances, provided, however, that the Master
Servicer’s right to reimbursement for Servicing Advances pursuant to this
subclause (v) with respect to any Mortgage Loan shall be limited to amounts
received on particular Mortgage Loan(s) (including, for this purpose,
Liquidation Proceeds, Insurance Proceeds, Subsequent Recoveries 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, with respect to each Mortgage Loan or property acquired
in
respect thereof that has been purchased pursuant to Section 2.02, 2.03
or 3.19
of this Agreement, all amounts received thereon and not taken into account
in
determining the related Stated Principal Balance of such repurchased Mortgage
Loan;
(vii) to
pay any
expenses recoverable by the Master Servicer pursuant to Section 7.04 of
this
Agreement;
(viii) to
withdraw pursuant to Section 4.01 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 10.01 hereof.
In
addition, no later than 10:00 a.m. Eastern time on the Distribution
Account Deposit Date, the Master Servicer shall withdraw from the Protected
Account and remit to the Trustee the amount of Interest Funds (without
taking
into account any reduction in the amount of Interest Funds attributable
to the
application of clause (c) of the definition thereof contained in Article
I of
this Agreement) and Principal Funds collected, to the extent on deposit,
and the
Trustee shall deposit such amount in the Distribution Account. In addition,
on
or before the Distribution Account Deposit Date, the Master Servicer shall
remit
to the Trustee for deposit in the Distribution Account any Advances or
any
payments of Compensating Interest required to be made by the Master Servicer
with respect to the Mortgage Loans. Furthermore, on each Distribution Account
Deposit Date, the Master Servicer shall remit to the Trustee all Prepayment
Charges collected by the Master Servicer with respect to the Mortgage Loans
during the related Prepayment Period.
The
Master Servicer 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), (vi) and (vii) above. Prior to making any withdrawal from the Protected
Account pursuant to subclause (iii), the Master Servicer 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 Master Servicer
to
be a Nonrecoverable Advance and identifying the related Mortgage Loan(s),
and
their respective portions of such Nonrecoverable Advance.
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Section
4.03
|
Collection
of Taxes; Assessments and Similar Items; Escrow
Accounts.
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With
respect to each Mortgage Loan, to the extent required by the related
Mortgage Note, the Master Servicer 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 Master Servicer) for
the
payment of taxes, assessments, hazard insurance premiums or comparable
items for
the account of the Mortgagors. Nothing herein shall require the Master
Servicer
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
Master Servicer out of related collections for any payments made with respect
to
each 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 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 10.01 thereof. The Escrow
Account
shall not be a part of the Trust Fund.
|
Section
4.04
|
Distribution
Account.
|
(a) The
Trustee shall establish and maintain in the name of the Trustee, for
the benefit of the Certificateholders, the Distribution Account as a segregated
trust account or accounts.
(b) All
amounts deposited to the Distribution Account shall be held by the
Trustee in the name of the Trustee in trust for the benefit of the
Certificateholders in accordance with the terms and provisions of this
Agreement.
(c) The
Distribution Account shall constitute an Eligible Account of the
Trust Fund segregated on the books of the Trustee and held by the Trustee
and
the Distribution Account and the funds deposited therein shall not be subject
to, and shall be protected from, all claims, liens, and encumbrances of
any
creditors or depositors of the Trustee (whether made directly, or indirectly
through a liquidator or receiver of the Trustee). The amount at any time
credited to the Distribution Account may be invested in the name of the
Trustee,
in such Permitted Investments, or deposited in demand deposits with such
depository institutions, as determined by the Trustee. All Permitted Investments
shall mature or be subject to redemption or withdrawal on or before, and
shall
be held until, the next succeeding Distribution Date if the obligor for
such
Permitted Investment is the Trustee or, if such obligor is any other Person,
the
Business Day preceding such Distribution Date. All investment earnings
on
amounts on deposit in the Distribution Account or benefit from funds uninvested
therein from time to time shall be for the account of the Trustee. The
Trustee
shall be permitted to withdraw or receive distribution of any and all investment
earnings from the Distribution Account on each Distribution Date. If there
is
any loss on a Permitted Investment or demand deposit, the Trustee shall
deposit
the amount of the loss from its own funds in the Distribution Account not
later
than the applicable Distribution Date on which the moneys so invested are
required to be distributed to the Certificateholders. With
respect
to the Distribution Account and the funds deposited therein, the
Trustee shall take such action as may be necessary to ensure that the
Certificateholders shall be entitled to the priorities afforded to such
a trust
account (in addition to a claim against the estate of the Trustee) as provided
by 12 U.S.C. § 92a(e), and applicable regulations pursuant thereto, if
applicable, or any applicable comparable state statute applicable to state
chartered banking corporations.
|
Section
4.05
|
Permitted
Withdrawals and Transfers from the Distribution Account.
|
(a) The
Trustee will make or cause to be made such withdrawals or transfers
from the Distribution Account for the following purposes:
(i) to
pay to itself the Trustee Fee;
(ii) to
reimburse the Trustee, the Supplemental Interest Trust Trustee or the
Swap Administrator for expenses, costs and liabilities incurred by or
reimbursable to it pursuant to this Agreement;
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(iii)
|
to
pay investment income to the Trustee;
|
|
|
(iv)
|
to
remove amounts deposited in error;
|
|
(v) to
make distributions to the Swap Administrator for payment to the Swap
Provider as provided in this Agreement; and
|
(vi)
|
to
clear and terminate the Distribution Account pursuant to Section
10.01.
|
(b) On
each Distribution Date, the Trustee shall distribute Interest Funds
and Principal Funds in the Distribution Account to the Holders of the
Certificates in accordance with Section 5.04.
|
Section
4.06
|
[Reserved].
|
ARTICLE
V
DISTRIBUTIONS
AND ADVANCES
|
Section
5.01
|
Advances.
|
The
Master Servicer shall, or shall cause the related subservicer
pursuant to the Subservicing Agreement to, make an Advance (other than
any
balloon payments) and deposit such Advance in the Protected Account. Each
such
Advance shall be remitted to the Distribution Account no later than 10:00
a.m.
Eastern time on the Distribution Account Deposit Date in immediately available
funds. The Master Servicer shall be obligated to make any such Advance
only to
the extent that such advance would not be a Nonrecoverable Advance. If
the
Master 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 Master Servicer shall deliver (i) to the
Trustee
for the benefit of the Certificateholders funds constituting the remaining
portion of such Advance, if applicable, and (ii) to the Depositor, 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 subservicer fails to make a required Advance, the Master
Servicer shall be required to remit the amount of such Advance to the
Distribution Account.
In
lieu of making all or a portion of such Advance from its own funds,
the Master Servicer may (i) cause to be made an appropriate entry in its
records
relating to the Protected Account that any Amount Held for Future Distributions
has been used by the Master Servicer 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 Master Servicer by deposit in the Distribution Account, no later than
the
close of business on the Business Day immediately preceding the Distribution
Date on which such funds are required to be distributed pursuant to this
Agreement.
The
Master Servicer 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 4.02. The obligation to make Advances with respect
to any
Mortgage Loan shall continue until such 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 5.01.
Subject
to and in accordance with the provisions of Article VIII 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 5.01.
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Section
5.02
|
Compensating
Interest Payments.
|
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 Mortgage Loan, the Master Servicer 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 Business
Day
immediately preceding such Distribution Date, an amount equal to the Prepayment
Interest Shortfall; and in case of such deposit, the Master Servicer shall
not
be entitled to any recovery or reimbursement from the Depositor, the Trustee,
the Seller, the Trust Fund or the Certificateholders.
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Section
5.03
|
REMIC
Distributions.
|
On
each Distribution Date the Trustee shall be deemed to have allocated
distributions to the REMIC I Regular Interests, REMIC II Regular Interests,
Class C Interest and Class IO Interest in accordance with Section 5.07
hereof.
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Section
5.04
|
Distributions.
|
(a) Subject
to Section 3.21(c), on each Distribution Date, an amount equal to
the Interest Funds and Principal Funds for such Distribution Date shall
be
withdrawn by the Trustee from the Distribution Account and distributed in the
following order of priority:
(1) Interest
Funds shall be distributed in the following manner and order of
priority:
(A) to
the Class A-1, Class A-2 and Class A-3 Certificates, the Current Interest
and
any Interest Carry Forward Amount for each such Class, on a pro rata, basis based on
the entitlement of each
such Class; and
(B) from
remaining Interest Funds, sequentially, to the Class X-0, Xxxxx X-0, Class
M-3,
Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3 and Class
B-4
Certificates, in that order, the Current Interest for each such
Class.
Any
Excess Spread to the extent necessary to meet a level of
overcollateralization equal to the Overcollateralization Target Amount
will be
the Extra Principal Distribution Amount and will be included as part of
the
Principal Distribution Amount. Any Remaining Excess Spread together with
any
Overcollateralization Release Amount will be applied as Excess Cashflow
and
distributed pursuant to clauses (3)(A) through (H) below.
On
any Distribution Date, any Relief Act Interest Shortfalls and any
Prepayment Interest Shortfalls to the extent not covered by Compensating
Interest will be allocated as set forth in the definition of “Current Interest”
herein.
(2) Principal
Funds, including any Extra Principal Distribution Amount, shall
be distributed in the following manner and order of priority:
(A) For
each Distribution Date (i) prior to the Stepdown Date or (ii) on which
a Trigger
Event is in effect:
(i) To
the Class A Certificates, the Principal Distribution Amount for such
Distribution Date, concurrently on a pro rata basis, based
on
the respective Certificate Principal Balances of such classes, as
follows (i) to the Class A-1 Certificates and (ii) sequentially, to the
Class
A-2 Certificates and Class A-3 Certificates, in that order, in each case
until
the Certificate Principal Balance thereof is reduced to zero;
(ii) To
the Class M-1 Certificates, from any remaining Principal Funds for
such Distribution Date, the remaining Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(iii) To
the Class M-2 Certificates, from any remaining Principal Funds for such
Distribution Date, the remaining Principal Distribution Amount, until the
Certificate Principal Balance thereof is reduced to zero;
(iv) To
the Class M-3 Certificates, from any remaining Principal Funds for such
Distribution Date, the remaining Principal Distribution Amount, until the
Certificate Principal Balance thereof is reduced to zero;
(v) To
the Class M-4 Certificates, from any remaining Principal Funds for
such Distribution Date, the remaining Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(vi) To
the Class M-5 Certificates, from any remaining Principal Funds for such
Distribution Date, the remaining Principal Distribution Amount, until the
Certificate Principal Balance thereof is reduced to zero;
(vii) To
the
Class M-6 Certificates, from any remaining Principal Funds for such Distribution
Date, the remaining Principal Distribution Amount, until the Certificate
Principal Balance thereof is reduced to zero;
(viii) To
the Class B-1 Certificates, from any remaining Principal Funds for
such Distribution Date, the remaining Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(ix) To
the Class B-2 Certificates, from any remaining Principal Funds for such
Distribution Date, the remaining Principal Distribution Amount, until the
Certificate Principal Balance thereof is reduced to zero;
(x) To
the Class B-3 Certificates, from any remaining Principal Funds for
such Distribution Date, the remaining Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero; and
(xi) To
the Class B-4 Certificates, from any remaining Principal Funds for such
Distribution Date, the remaining Principal Distribution Amount, until the
Certificate Principal Balance thereof is reduced to zero;
(B) For
each Distribution Date on or after the Stepdown Date, so long as a
Trigger Event is not in effect:
(i) To
the Class A Certificates, the Class A Principal Distribution Amount
for such Distribution Date, concurrently on a pro rata basis, based on
the
respective Certificate Principal Balances of such classes, as follows (i)
to the
Class A-1 Certificates and (ii) sequentially, to the Class A-2 Certificates
and
Class A-3 Certificates, in that order, in each case until the Certificate
Principal Balance thereof is reduced to zero;
(ii) To
the Class M-1 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, the Class M-1 Principal Distribution
Amount,
until the Certificate Principal Balance thereof is reduced to zero;
(iii) To
the Class M-2 Certificates, from any remaining Principal Distribution Amount
for
such Distribution Date, the Class M-2 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(iv) To
the Class M-3 Certificates, from any remaining Principal Distribution Amount
for
such Distribution Date, the Class M-3 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(v) To
the Class M-4 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, the Class M-4 Principal Distribution
Amount,
until the Certificate Principal Balance thereof is reduced to zero;
(vi) To
the Class M-5 Certificates, from any remaining Principal Distribution Amount
for
such Distribution Date, the Class M-5 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(vii) To
the
Class M-6 Certificates, from any remaining Principal Distribution Amount
for
such Distribution Date, the Class M-6 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(viii) To
the Class B-1 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, the Class B-1 Principal Distribution
Amount,
until the Certificate Principal Balance thereof is reduced to zero;
(ix) To
the Class B-2 Certificates, from any remaining Principal Distribution Amount
for
such Distribution Date, the Class B-2 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero; and
(x) To
the Class B-3 Certificates, from any remaining Principal Distribution
Amount for such Distribution Date, the Class B-3 Principal Distribution
Amount,
until the Certificate Principal Balance thereof is reduced to zero;
(xi) To
the Class B-4 Certificates, from any remaining Principal Distribution Amount
for
such Distribution Date, the Class B-4 Principal Distribution Amount, until
the
Certificate Principal Balance thereof is reduced to zero;
(3) Any
Excess Cashflow shall be distributed in the following manner and
order of priority:
(A) from
any remaining Excess Cashflow, to the Class A Certificates, (a) first,
any
remaining Interest Carry Forward Amount for such Classes, pro rata, in accordance with
the Interest Carry
Forward Amount due with respect to each such Class, to the extent not fully
paid
pursuant to clause (1) (A) above and Section 3.21(d) and (b) second, any
Unpaid
Realized Loss Amount for such Classes for such Distribution Date,
pro rata, in accordance with
the
Applied Realized Loss Amount allocated to each such Class; based on the
respective Certificate Principal Balances thereof as follows: (1) to the
Class
A-1 Certificates, and (2) sequentially to the Class A-2 Certificates, and
then
the Class A-3 Certificates, to the extent not paid pursuant to Section
3.21(d)-;
(B) from
any remaining Excess Cashflow, sequentially, to the Class X-0, Xxxxx X-0,
Class
M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3 and
Class
B-4 Certificates, in that order, an amount equal to the Interest Carry
Forward
Amount for each such Class for such Distribution Date to the extent not
fully
paid pursuant to Section 3.21(d);
(C) from
any remaining Excess Cashflow otherwise distributable to the Class C Interest
and the Class C Certificates, to the Reserve Fund, (i) first, to pay to
the
Classes of Class A Certificates, any Basis Risk Shortfall Carry Forward
Amount
for such Classes for such Distribution Date, on a pro
rata basis, based on the amount of the Basis Risk
Shortfall Carry Forward Amount for each such Class and to the extent not
paid
pursuant to Section 3.21(d) and to the extent such amount exceeds the amounts
then on deposit in the Reserve Fund, and (ii) second, to maintain a balance
in
the Reserve Fund equal to the Reserve Fund Deposit;
|
(D)
|
from
any remaining Excess Cashflow otherwise distributable to
the
|
Class
C Interest and the Class C Certificates, to the Reserve Fund, (i)
first, to pay to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class
M-5 and
Class M-6, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates,
sequentially in that order, any Basis Risk Shortfall Carry Forward Amount
for
each such Class for such Distribution Date, if any, in each case to the
extent
not paid pursuant to Section 3.21(d) and to the extent such amount exceeds
the
amounts then on deposit in the Reserve Fund, and (ii) second, to maintain
a
balance in the Reserve Fund equal to the Reserve Fund Deposit;
(E) from
any remaining Excess Cashflow, to the Class A Certificates, on a
pro rata basis, based on
the
entitlement of each such Class, and then sequentially to the Class X-0,
Xxxxx
X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2,
Class B-3
and Class B-4 Certificates, in that order, the amount of Relief Act Shortfalls
and any Prepayment Interest Shortfalls allocated to such Classes of
Certificates, to the extent not previously reimbursed;
(F) from
any remaining Excess Cashflow, to the Swap Administrator for payment
to the Swap Provider, any Swap Termination Payments due to a Swap Provider
Trigger Event owed by the Trust Fund (to the extent not paid by the Swap
Administrator from any upfront payment received pursuant to any replacement
interest rate swap agreement that may be entered into by the Supplemental
Interest Trust Trustee);
(G) from
any remaining Excess Cashflow, to the Class C Interest and Class C Certificates,
an amount equal to the Class C Distribution Amount reduced by amounts
distributed in clauses (C) and (D) above; and
(H) from
any remaining Excess Cashflow, to each of the Class R-1, Class R-2, Class
R-3
and Class RX Certificates, based on the related REMIC in which such amounts
remain.
On
each Distribution Date, all amounts in respect of Prepayment Charges
shall be distributed to the Holders of the Class C Certificates, provided
that
such distributions shall not be in reduction of the principal balance thereof.
In
addition, notwithstanding the foregoing, on any Distribution Date
after the Distribution Date on which the Certificate Principal Balance
of a
Class of Class A, Class M or Class B 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 Prepayment Interest
Shortfalls or Basis Risk Shortfall Carry Forward Amounts.
In
addition, notwithstanding the foregoing clause (a)(2), to the extent a
Class IO Distribution Amount is payable from principal collections, Principal
Distribution Amounts will be deemed paid to the most subordinate Class
of
Regular Certificates, until the Certificate
Principal
Balance thereof has been reduced to zero, and such amount will
be paid pursuant to Section 3.21(f).
(b) In
addition to the foregoing distributions, with respect to any
Subsequent Recoveries, the Master Servicer shall deposit such funds into
the
Protected Account pursuant to Section 4.01(b)(iii). 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 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
Certificates pursuant to Section 5.05; provided, however, to the extent
that no
reductions to a Certificate Principal Balance of any Class of 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 increase the Certificate
Principal Balance of the Class of Certificates with the next highest payment
priority, up to the amount of such Realized Losses previously allocated
to that
Class of Certificates pursuant to Section 5.05, and so on. 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 Certificate of such
Class
in accordance with its respective Percentage Interest.
(c) Subject
to Section 10.02 hereof respecting the final distribution, on
each Distribution Date the Trustee 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 such Holder has so notified
the Trustee at least 5 Business Days prior to the related Record Date,
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 10.02 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.
(d) 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 Trustee in electronic form (or by such other means as the Master Servicer
and the Trustee may agree from time to time) containing such data and
information, as agreed to by the Master Servicer and the Trustee such as
to
permit the Trustee to prepare the Monthly Statement to Certificateholders
and to
make the required distributions for the related Distribution Date.
|
Section
5.05
|
Allocation
of Realized Losses.
|
(a) All
Realized Losses on the Mortgage Loans shall be allocated by the
Trustee on each Distribution Date as follows: first, to Excess Spread as
part of
the payment in respect of the Extra Principal Distribution Amount for such
Distribution Date; second, to the Class C Interest and Class C Certificates,
until the Certificate Principal Balance or Uncertificated Principal Balance
thereof, as applicable, has been 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-6 Certificates, until the Certificate Principal Balance thereof
has been
reduced to zero; eighth, to the Class M-5 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; ninth, to the Class
M-4
Certificates, until the Certificate Principal Balance thereof has been
reduced
to zero; tenth, to the Class M-3 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; eleveth, to the Class M-2
Certificates, until the Certificate Principal Balance thereof has been
reduced
to zero; twelfth, to the Class M-1 Certificates, until the Certificate
Principal
Balance thereof has been reduced to zero and thirteenth, to the Class or
Classes
of Class A Certificates, on a pro rata basis among the Class A-1 Certificates,
on the one hand, and the Class A-2 Certificates and Class A-3 Certificates,
on
the other hand, in reduction of the Certificate Principal Balances thereof,
until reduced to zero; provided, however, any Realized Losses allocable
to the
Class A-2 Certificates will be allocated first to the Class A-3 Certificates,
until the Certificate Principal Balance of that Class has been reduced
to zero,
and then to the Class A-2 Certificates. All Realized Losses to be allocated
to
the Certificate Principal Balances of all Classes on any Distribution Date
shall
be so allocated after the actual distributions to be made on such date
as
provided above. All references above to the Certificate Principal Balance
of any
Class of Certificates shall be to the Certificate Principal Balance of
such
Class immediately prior to the relevant Distribution Date, before reduction
thereof by any Realized Losses, in each case to be allocated to such Class
of
Certificates, on such Distribution Date.
(b) Any
allocation of Realized Losses to a class of Certificates or interest
on any Distribution Date shall be made by reducing the Certificate Principal
Balance or Uncertificated Principal Balance thereof by the amount so allocated;
any allocation of Realized Losses to Excess Spread shall be made by reducing
the
amount otherwise payable in respect of the Class Interest and the Class
C
Certificates pursuant to clause (G) of Section 5.04(a)(3).
Notwithstanding
the foregoing, no such allocation of any Realized Loss
shall be made on a Distribution Date to any Class of Certificates to the
extent
that such allocation would result in the reduction of the aggregate Certificate
Principal Balance of all the Certificates as of such Distribution Date
(other
than the Class C Certificates), 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 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.
As
used herein, an allocation of a Realized Loss on a “pro rata basis” among two or more
specified
Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified,
to
each such Class of Certificates on the basis of their then outstanding
Certificate Principal Balances prior to giving effect to distributions
to be
made on such Distribution Date. All 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.
(c) (i)
All Realized Losses on the Mortgage Loans shall be allocated on each
Distribution Date to the REMIC I Regular Interest I-1-A through REMIC I
Regular
Interest I-45-B, starting with the lowest numerical denomination until
the
Uncertificated Principal Balance of each such REMIC I Regular Interest
has been
reduced to zero, provided that, for REMIC I Regular Interests with the
same
numerical denomination, such Realized Losses shall be allocated pro rata between such REMIC
I Regular
Interests.
(ii) All
Realized Losses on the Mortgage Loans shall be allocated by the
Trustee on each Distribution Date to the following REMIC II Regular Interests
in
the specified percentages, as follows: first, to Uncertificated Accrued
Interest
payable to the REMIC II Regular Interest AA and REMIC II Regular Interest
ZZ up
to an aggregate amount equal to the REMIC II Interest Loss Allocation Amount
(without duplication of shortfalls allocated pursuant to Section 1.02),
98.00%
and 2.00%, respectively; second, to the Uncertificated Principal Balances
of the
REMIC II Regular Interest AA and REMIC II Regular Interest ZZ up to an
aggregate
amount equal to the REMIC II Principal Loss Allocation Amount, 98.00% and
2.00%,
respectively; third, to the Uncertificated Principal Balances of REMIC
II
Regular Interest AA, REMIC II Regular Interest B-4 and REMIC II Regular
Interest
ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC II Regular Interest B-4 has been reduced to zero; fourth,
to
the Uncertificated Principal Balances of REMIC II Regular Interest AA,
REMIC II
Regular Interest B-3 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and
1.00%,
respectively, until the Uncertificated Principal Balance of REMIC II Regular
Interest B-3 has been reduced to zero; fifth, to the Uncertificated Principal
Balances of REMIC II Regular Interest AA, REMIC II Regular Interest B-2
and
REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until
the
Uncertificated Principal Balance of REMIC II Regular Interest B-2 has been
reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC
II
Regular Interest AA, REMIC II Regular Interest B-1 and REMIC II Regular
Interest
ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC II Regular Interest B-1 has been reduced to zero; seventh,
to
the Uncertificated Principal Balances of REMIC II Regular Interest AA,
REMIC II
Regular Interest M-6 and REMIC II Regular Interest ZZ, 98.00%, 1.00%, and
1.00%,
respectively, until the Uncertificated Principal Balance of REMIC II Regular
Interest M-6 has been reduced to zero; eighth, to the Uncertificated Principal
Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-5
and
REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until
the
Uncertificated Principal Balance of REMIC II Regular Interest M-5 has been
reduced to zero; ninth, to the Uncertificated Principal Balances of REMIC
II
Regular Interest AA, REMIC II Regular Interest M-4 and REMIC II Regular
Interest
ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
Balance of REMIC II Regular Interest M-4 has been reduced to zero; tenth,
to the
Uncertificated Principal Balances of REMIC II Regular Interest AA, REMIC
II
Regular Interest M-3 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and
1.00%,
respectively, until the Uncertificated Principal Balance of REMIC II Regular
Interest M-3 has been reduced to zero; eleventh, to the Uncertificated
Principal
Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-2
and
REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until
the
Uncertificated Principal Balance of REMIC II Regular Interest M-2 has been
reduced to zero; twelfth, to the Uncertificated Principal Balances of REMIC
II
Regular Interest AA,
REMIC
II Regular Interest M-1 and REMIC II Regular Interest ZZ, 98.00%,
1.00% and 1.00%, respectively, until the Uncertificated Principal Balance
of
REMIC II Regular Interest M-1 has been reduced to zero; and thirteenth,
to the
Uncertificated Principal Balance of REMIC II Regular Interest AA, 98.00%,
to the
Uncertificated Principal Balance of the REMIC II Regular Interests A-1,
on the
one hand, and to the Uncertificated Principal Balances of the REMIC II
Regular
Interests A-2 and A-3, on the other hand, pro
rata, 1.00%, and to the Uncertificated Principal
Balance
of REMIC II Regular Interest ZZ, 1.00%, until the Uncertificated Principal
Balances of such REMIC II Regular Interests A-1, A-2 and A-3 have been
reduced
to zero; provided, however, any Realized Losses allocable to the REMIC
II
Regular Interest A-2 will be allocated first to the REMIC II Regular Interest
A-3, until the Uncertificated Principal Balance of such REMIC II Regular
Interest has been reduced to zero, and then to the REMIC II Regular Interest
A-2.
|
Section
5.06
|
Monthly
Statements to Certificateholders.
|
(a) Not
later than each Distribution Date, the Trustee shall prepare and make
available to each Holder of Certificates, the Master Servicer, the Swap
Provider
and the Depositor a statement setting forth for the Certificates:
(i) the
applicable record dates, accrual periods, determination dates for
calculating distributions and general distribution dates;
|
(ii)
|
the
total cash flows received and the general sources
thereof;
|
(iii) the
amount, if any, of fees or expenses accrued and paid, with an identification
of
the payee and the general purpose of such fees including the related amount
of
the Servicing Fees paid to or retained by the applicable servicer or the
Master
Servicer for the related Due Period;
(iv) the
amount of any Net Swap Payment payable to the Swap Administrator, any
Net Swap Payment payable to the Swap Provider, any Swap Termination Payment
payable to the Swap Administrator and any Swap Termination Payment payable
to
the Swap Provider;
(v) the
amount of the related distribution to Holders of each Class 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) the Extra Principal Distribution Amount
(if
any);
(vi) the
Interest Carry Forward Amounts and any Basis Risk Shortfall Carry Forward
Amounts for the related offered certificates (if any);
(vii) the
amount
of such distribution to Holders of each Class of Class A, Class M and Class
B
Certificates allocable to interest and the portion thereof, if any, provided
by
the Swap Agreement and the amount of coverage remaining under either credit
enhancement;
(viii) the
Certificate Principal Balance or Certificate Notional Amount, as
applicable, of each Class before and 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;
(ix) the
number and Stated Principal Balance of all the Mortgage Loans for
such Distribution Date, together with updated pool composition
information;
(x) the
Pass-Through Rate for each Class of Class A, Class M and Class B
Certificates with respect to the current Accrual Period, and, if applicable,
whether such Pass-Through Rate was limited by the related Net Rate
Cap;
(xi) the
amount of aggregate Advances included in the distribution on such
Distribution Date (including the general purpose of such Advances), the
aggregate amount of unreimbursed Advances as of the end of the related
Due
Period, and the general source of funds for reimbursements;
(xii) the
number
and aggregate Stated Principal Balance of the Mortgage Loans (A) Delinquent,
exclusive of Mortgage Loans in foreclosure, (1) 30 days Delinquent, (2)
60 days
Delinquent and (3) 90 days or more Delinquent, and (B) in foreclosure and
Delinquent (1) 30 days Delinquent, (2) 60 days Delinquent and (3) 90 days
or
more Delinquent, in each case as of the close of business on the last day
of the
calendar month preceding such Distribution Date;
(xiii) the
amount
of, if any, of excess cashflow or excess spread and the application of
such
excess cashflow;
(xiv) the
aggregate Stated Principal Balance of, and Realized Loss on, such Mortgage
Loans
as of the close of business on the last day of the calendar month preceding
such
Distribution Date;
(xv) information
on loss, delinquency or other tests used for determining
early amortization, liquidation, stepdowns or other performance triggers
as more
completely described in the prospectus supplement and whether the trigger
was
met;
(xvi) the
total
number and principal balance of any real estate owned or REO Properties
as of
the close of business on the Determination Date preceding such Distribution
Date;
|
(xvii)
|
the
cumulative Realized Losses through the end of the preceding
month;
|
(xviii) the
three month rolling average of the percent equivalent of a fraction,
the numerator of which is the aggregate Stated Principal Balance of the
Mortgage
Loans that are 60 days or more delinquent or are in bankruptcy or foreclosure
or
are REO Properties, and the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans, in each case as of the
close of
business on the last day of the calendar month preceding such Distribution
Date,
(xix) if
applicable, material modifications, extensions or waivers to Mortgage
Loan terms, fees, penalties or payments during the preceding calendar month
or
that have become material over time;
(xx) the
amount
of the Prepayment Charges remitted by the Master Servicer and the amount
on
deposit in the reserve fund.
(xxi) updated
pool composition data including the following: weighted average
mortgage rate and weighted average remaining term;
(xxii) information
regarding any new issuance of securities backed by the same
asset pool, any pool asset changes, such as additions or removals of Mortgage
Loans from the Trust Fund, if applicable; and
(xxiii) any
material changes in the solicitation, credit-granting, underwriting,
origination, acquisition or Mortgage Loan selection criteria or procedures,
as
applicable, used to originate, acquire or select Mortgage Loans for the
Trust
Fund;
The
Depositor covenants that if there is a material change in the
solicitation, credit-granting, underwriting, origination, acquisition or
Mortgage Loan selection criteria or procedures, as applicable, used to
originate, acquire or select Mortgage Loans for the Trust Fund that it
will
notify the Trustee five calendar days before each Distribution Date, and
if no
such notification occurs, the Trustee has no obligation to report with
respect
to (xxiii). The Depositor covenants to the Trustee that there will be no
new
issuance of securities backed by the same asset pool, so the Trustee will
only
be responsible in (xxii) above for reporting any pool asset changes, such
as
additions or removals of Mortgage Loans from the Trust Fund.
The
Trustee 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 Trustee’s internet website.
The Trustee’s internet website shall initially be located at “xxx.xxxxxxxx.xxx”.
Assistance in using the website can be obtained by calling the Trustee’s
transaction administrator 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
Trustee 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
Trustee’s responsibility for making the above information available
to the Certificateholders is limited to the availability, timeliness and
accuracy of the information received from the parties providing such information
to the Trustee. The Trustee will make available a copy of each statement
provided pursuant to this Section 5.06 to each Rating Agency.
(c) Within
a reasonable period of time after the end of each calendar year,
the Trustee shall cause to be furnished upon request to each Person who
at any
time during the calendar year was a Certificateholder, a statement containing
the information set forth in clauses (a)(v) and (a)(vi) of this Section
5.06
aggregated for such calendar year or applicable portion thereof during
which
such Person was a Certificateholder. Such obligation of the Trustee shall
be
deemed to
have
been satisfied to the extent that substantially comparable
information shall be provided by the Trustee pursuant to any requirements
of the
Code as from time to time in effect.
(d) Upon
filing with the Internal Revenue Service, the Trustee 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 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 or Residual Interests created
hereunder and to the Mortgage Loans, together with each constant yield
to
maturity used in computing the same;
(v) The
treatment of Realized Losses 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 9.12.
|
Section
5.07
|
REMIC
Designations and REMIC Distributions.
|
(a) The
Trustee shall elect that each of REMIC I, REMIC II, REMIC III, REMIC
IV and REMIC V 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 Account, any REO Property, any proceeds of the foregoing
and any other assets subject to this Agreement (other than the Reserve
Fund, any
Prepayment
Charge Waiver Amounts and, for the avoidance of doubt, the
Supplemental Interest Trust, the Swap Agreement, the Swap Account and any
rights
or obligations in respect of the Swap Administration Agreement). The REMIC
I
Regular Interests shall constitute the assets of REMIC II. The REMIC II
Regular
Interests shall constitute the assets of REMIC III. The Class C Interest
shall
constitute the assets of REMIC IV. The Class IO Interest shall constitute
the
assets of REMIC V.
(b) (1) On
each Distribution Date, the following amounts, in the following order
of priority, shall be distributed by REMIC I to REMIC II on account of
REMIC I
Regular Interests I-1-A through I-45-B or withdrawn from the Distribution
Account and distributed to the Holders of the Class R-1 Certificates, as
the
case may be:
(i) to
holders of REMIC I Regular Interests I-1-A through I-45-B,
pro rata, in an amount equal
to
(A) the Uncertificated Accrued Interest for such REMIC I Regular Interests
for
such Distribution Date, plus (B) any amounts payable in respect thereof
remaining unpaid from previous Distribution Dates.
(ii) to
the extent of amounts remaining after the distributions made pursuant
to clause (i) above, payments of principal shall be allocated as follows:
to
REMIC I Regular Interests I-1-A through I-45-B starting with the lowest
numerical denomination until the Uncertificated Principal Balance of each
such
REMIC I Regular Interest is reduced to zero, provided that, for REMIC I
Regular
Interests with the same numerical denomination, such payments of principal
shall
be allocated pro rata between
such REMIC I Regular Interests.
(2) On
each Distribution Date, amounts representing Prepayment Charges on the
Mortgage loans shall be deemed distributed to the REMIC I Regular Interests,
pro rata,provided
that such amounts shall not reduce the Uncertificated Principal
Balances of the REMIC I Regular Interests.
(c) (1) On
each Distribution Date, the following amounts, in the following order
of priority, shall be distributed by REMIC II to REMIC III on account of
the
REMIC II Regular Interests or withdrawn from the Distribution Account and
distributed to the Holders of the Class R-2 Certificates, as the case may
be:
(i) to
the holders of REMIC II Regular Interest IO, in an amount equal to (A)
the Uncertificated Accrued Interest for such REMIC II Regular Interest
for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates;
(ii) to
the extent of the Interest Funds remaining after the distributions
pursuant to clause (i), to the holders of each REMIC II Regular Interest
(other
than REMIC II Regular Interest IO) pro
rata, in an amount equal to (A) the Uncertificated
Accrued Interest for such REMIC II 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 II
Regular Interest ZZ shall be reduced when the REMIC II Overcollateralization
Amount is less than the REMIC II Required Overcollateralization Amount,
by the
lesser of (x) the amount of such difference and (y) the Maximum Uncertificated
Accrued Interest Deferral Amount, and such amount will be payable to the
holders
of each REMIC II Regular Interest for which a Class A, Class M or Class
B
Certificate is the Corresponding Certificate in the same proportion as
the Extra
Principal Distribution Amount is allocated to the Corresponding Certificates
for
each such REMIC II Regular Interest, and the Uncertificated Principal Balance
of
REMIC II Regular Interest ZZ shall be increased by such amount;
(iii) to
the holders of REMIC II Regular Interests (other than REMIC II Regular
Interest
IO) the remainder of the Interest Funds and Principal Funds for such
Distribution Date after the distributions made pursuant to clauses (i)
and (ii)
above, allocated as follows:
(A) 98%
of such remainder to the holders of REMIC II Regular Interest AA, until
the
Uncertificated Principal Balance of such REMIC II Regular Interest is reduced
to
zero;
(B) 2%
of such remainder, first, to the holders of each REMIC II Regular
Interest for which a Class A, Class M or Class B Certificate is the
Corresponding Certificate in an aggregate amount equal to 1% of and in
the same
proportion as principal payments are allocated to the Corresponding Certificates
for each such REMIC II Regular Interest, until the Uncertificated Principal
Balances of such REMIC II Regular Interests are reduced to zero; and second,
to
the holders of REMIC II Regular Interest ZZ, until the Uncertificated Principal
Balance of such REMIC II Regular Interest is reduced to zero; then
(C) any
remaining amount to the Holders of the Class R-2 Certificates;
and
(iv) to
the holders of REMIC II Regular Interests (other than REMIC II Regular
Interest
IO), pro rata, 100% of the
Prepayment Charges deemed distributed on REMIC I Regular Interests.
(d) On
each Distribution Date, an amount equal to the amounts distributed
pursuant to Sections 5.04(a)(3)(C), (D) and (G) on such date shall be deemed
distributed from REMIC III to REMIC IV in respect of the Class C Distribution
Amount distributable to the Class C Interest.
(e) On
each Distribution Date, 100% of the Prepayment Charges deemed
distributed on the REMIC II Regular Interests shall be deemed distributed
by
REMIC III to REMIC IV in respect of the Class C Interest.
(f) On
each Distribution Date, 100% of the amounts deemed distributed on
REMIC II Regular Interest IO shall be deemed distributed by REMIC III to
REMIC V
in respect of the
Class
IO Interest. Such amounts shall be deemed distributed by REMIC V to
the Supplemental Interest Trust.
ARTICLE
VI
THE
CERTIFICATES
|
Section
6.01
|
The
Certificates.
|
The
Certificates shall be substantially in the forms attached hereto as
Exhibits A-1 through A-5. 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 |
|||
A-1
|
$
|
100,000
|
$
|
1.00
|
$
|
320,908,000
|
A-2
|
$
|
100,000
|
$
|
1.00
|
$
|
19,022,000
|
A-3
|
$
|
100,000
|
$
|
1.00
|
$
|
15,978,000
|
M-1
|
$
|
100,000
|
$
|
1.00
|
$
|
37,775,000
|
M-2
|
$
|
100,000
|
$
|
1.00
|
$
|
25,697,000
|
M-3
|
$
|
100,000
|
$
|
1.00
|
$
|
11,050,000
|
M-4
|
$
|
100,000
|
$
|
1.00
|
$
|
11,050,000
|
M-5
|
$
|
100,000
|
$
|
1.00
|
$
|
10,279,000
|
M-6
|
$
|
100,000
|
$
|
1.00
|
$
|
7,966,000
|
B-1
|
$
|
100,000
|
$
|
1.00
|
$
|
8,480,000
|
B-2
|
$
|
100,000
|
$
|
1.00
|
$
|
7,195,000
|
B-3
|
$
|
100,000
|
$
|
1.00
|
$
|
5,653,000
|
B-4
|
$
|
100,000
|
$
|
1.00
|
$
|
6,938,000
|
C
|
|
10%
|
|
1%
|
|
X/X
|
X-0
|
|
000%
|
|
X/X
|
|
X/X
|
R-2
|
|
100%
|
|
N/A
|
|
N/A
|
R-3
|
|
100%
|
|
N/A
|
|
N/A
|
RX
|
|
100%
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee 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 Trustee shall
bind
the Trustee, 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 Trustee 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 Trustee 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 Trustee on a
continuous basis, an adequate inventory of Certificates to facilitate
transfers.
Section
6.02 Certificate
Register; Registration of Transfer and Exchange of Certificates.
(a) The
Trustee shall maintain, or cause to be maintained in accordance with
the provisions of Section 6.09 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 Trustee 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 Trustee 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 Trustee. Whenever any Certificates
are
so surrendered for exchange, the Trustee 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 Trustee 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 Trustee in accordance
with
the Trustee’s customary procedures.
(b) Subject
to Subsection 6.07 and, in the case of any Global Certificate or
Private Certificate upon the satisfaction of the conditions set forth below,
upon surrender for registration of transfer of any Certificate at any office
or
agency of the Trustee maintained for such purpose, the Trustee shall sign,
countersign and shall deliver, in the name of the designated transferee
or
transferees, a new Certificate of a like Class and aggregate Percentage
Interest, but bearing a different number.
(c) Subject
to Subsection 6.02(g), so long as a Global Certificate of such
Class is outstanding and is held by or on behalf of the Depository, transfers
of
beneficial interests in such Global Certificate, or transfers by Holders
of
Individual Certificates of such Class to transferees that take delivery
in the
form of beneficial interests in the Global Certificate, may be made only
in
accordance with this Subsection 6.02(c) and in accordance with the rules
of the
Depository:
(i) In
the case of a beneficial interest in the Global Certificate being
transferred to an Institutional Accredited Investor, such transferee shall
be
required to
take
delivery in the form of an Individual Certificate or Certificates
and the Trustee shall register such transfer only upon compliance with
the
provisions of Subsection 6.02(h).
(ii) In
the case of a beneficial interest in a Class of Global Certificates
being transferred to a transferee that takes delivery in the form of an
Individual Certificate or Certificates of such Class, except as set forth
in
clause (i) above, the Trustee shall register such transfer only upon compliance
with the provisions of Subsection 6.02(h).
(iii) In
the case of an Individual Certificate of a Class being transferred to a
transferee that takes delivery in the form of a beneficial interest in
a Global
Certificate of such Class, the Trustee shall register such transfer if
the
transferee has provided the Trustee with a Rule 144A and Related Matters
Certificate or comparable evidence as to its QIB status.
(iv) No
restrictions shall apply with respect to the transfer or registration of
transfer of a beneficial interest in the Global Certificate of a Class
to a
transferee that takes delivery in the form of a beneficial interest in
the
Global Certificate of such Class; provided that each such transferee shall
be
deemed to have made such representations and warranties contained in the
Rule
144A and Related Matters Certificate as are sufficient to establish that
it is a
QIB.
(d) Subject
to Subsection 6.02(g), an exchange of a beneficial interest in a
Global Certificate of a Class for an Individual Certificate or Certificates
of
such Class, an exchange of an Individual Certificate or Certificates of
a Class
for a beneficial interest in the Global Certificate of such Class and an
exchange of an Individual Certificate or Certificates of a Class for another
Individual Certificate or Certificates of such Class (in each case, whether
or
not such exchange is made in anticipation of subsequent transfer, and,
in the
case of the Global Certificate of such Class, so long as such Certificate
is
outstanding and is held by or on behalf of the Depository) may be made
only in
accordance with this Subsection 6.02(d) and in accordance with the rules
of the
Depository:
(i) A
Holder of a beneficial interest in a Global Certificate of a Class may
at any time exchange such beneficial interest for an Individual Certificate
or
Certificates of such Class.
(ii) A
Holder of an Individual Certificate or Certificates of a Class may
exchange such Certificate or Certificates for a beneficial interest in
the
Global Certificate of such Class if such holder furnishes to the Trustee
a Rule
144A and Related Matters Certificate or comparable evidence as to its QIB
status.
(iii) A
Holder of an Individual Certificate of a Class may exchange such Certificate
for
an equal aggregate principal amount of Individual Certificates of such
Class in
different authorized denominations without any certification.
(e) (i) Upon
acceptance for exchange or transfer of an Individual Certificate of
a Class for a beneficial interest in a Global Certificate of such Class
as
provided herein, the Trustee shall cancel such Individual Certificate and
shall
(or shall request the Depository to) endorse on the schedule affixed to
the
applicable Global Certificate (or on a continuation of such
schedule
affixed to the Global Certificate and made a part thereof) or
otherwise make in its books and records an appropriate notation evidencing
the
date of such exchange or transfer and an increase in the certificate balance
of
the Global Certificate equal to the certificate balance of such Individual
Certificate exchanged or transferred therefor.
(ii) Upon
acceptance for exchange or transfer of a beneficial interest in a
Global Certificate of a Class for an Individual Certificate of such Class
as
provided herein, the Trustee shall (or shall request the Depository to)
endorse
on the schedule affixed to such Global Certificate (or on a continuation
of such
schedule affixed to such Global Certificate and made a part thereof) or
otherwise make in its books and records an appropriate notation evidencing
the
date of such exchange or transfer and a decrease in the certificate balance
of
such Global Certificate equal to the certificate balance of such Individual
Certificate issued in exchange therefor or upon transfer thereof.
(f) Any
Individual Certificate issued in exchange for or upon transfer of
another Individual Certificate or of a beneficial interest in a Global
Certificate shall bear the applicable legends set forth in Exhibit
A-2.
(g) Subject
to the restrictions on transfer and exchange set forth in this
Section 6.02, the Holder of any Individual Certificate may transfer or
exchange
the same in whole or in part (in an initial certificate balance equal to
the
minimum authorized denomination set forth in Section 6.01 above or any
integral
multiple of $1.00 in excess thereof) by surrendering such Certificate at
the
Corporate Trust Office, or at the office of any transfer agent, together
with an
executed instrument of assignment and transfer satisfactory in form and
substance to the Trustee in the case of transfer and a written request
for
exchange in the case of exchange. The Holder of a beneficial interest in
a
Global Certificate may, subject to the rules and procedures of the Depository,
cause the Depository (or its nominee) to notify the Trustee in writing
of a
request for transfer or exchange of such beneficial interest for an Individual
Certificate or Certificates. Following a proper request for transfer or
exchange, the Trustee shall, within five Business Days of such request
made at
the Corporate Trust Office, sign, countersign and deliver at the Corporate
Trust
Office, to the transferee (in the case of transfer) or Holder (in the case
of
exchange) or send by first class mail at the risk of the transferee (in
the case
of transfer) or Holder (in the case of exchange) to such address as the
transferee or Holder, as applicable, may request, an Individual Certificate
or
Certificates, as the case may require, for a like aggregate Percentage
Interest
and in such authorized denomination or denominations as may be requested.
The
presentation for transfer or exchange of any Individual Certificate shall
not be
valid unless made at the Corporate Trust Office by the registered Holder
in
person, or by a duly authorized attorney-in-fact.
(h) 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
Trustee in writing the facts surrounding the Transfer by (x)(i) the delivery
to
the Trustee by the Certificateholder desiring to effect such
transfer
of a certificate substantially in the form set forth in Exhibit
D (the “Transferor Certificate”) and (ii) the delivery by the
Certificateholder’s prospective transferee of (A) a letter in substantially the
form of Exhibit E (the “Investment Letter”) if the prospective transferee is an
Institutional Accredited Investor or (B) a letter in substantially the
form of
Exhibit F (the “Rule 144A and Related Matters Certificate”) if the prospective
transferee is a QIB or (y) there shall be delivered to the Trustee an Opinion
of
Counsel addressed to the Trustee 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 Sellers, the Master Servicer or the Trustee.
Notwithstanding the provisions of the immediately preceding sentence, no
restrictions shall apply with respect to the transfer or registration of
transfer of a beneficial interest in any Certificate that is a Global
Certificate of a Class to a transferee that takes delivery in the form
of a
beneficial interest in the Global Certificate of such Class provided that
each
such transferee shall be deemed to have made such representations and warranties
contained in the Rule 144A and Related Matters Certificate as are sufficient
to
establish that it is a QIB. 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 Trustee 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 Sellers 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.
Prior
to the termination of the Supplemental Interest Trust, no Transfer
of a Class A, Class M or Class B-1, Class B-2 or Class B-3 Certificate
shall be
made unless either (i) the Trustee and the Master Servicer shall have received
a
representation from the transferee of such Certificate acceptable to and
in form
and substance satisfactory to the Trustee and the Master Servicer, to the
effect
that such transferee is not an employee benefit plan subject to Section
406 of
ERISA or a plan subject to Section 4975 of the Code (either a “Plan”), or a
Person acting on behalf of a Plan or using the assets a Plan, or (ii) the
transferee provides a representation, or is deemed to represent in the
case of
the Global Certificate that (A) the Plan is an accredited investor within
the
meaning of the Exemption and (B) the proposed transfer or holding of such
Certificate are eligible for exemptive relief 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.
Subsequent
to the termination of the Supplemental Interest Trust, each
beneficial owner of a Class M, Class B-1, Class B-2 or Class B-3 Certificate
or
any interest therein shall be deemed to have represented, by virtue of
its
acquisition or holding of that certificate or interest therein, that either
(i)
it is not a Plan or investing with “Plan Assets”, (ii) it has acquired and is
holding such certificate in reliance on 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 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 PTE 95-60, and (3) the conditions in Sections I and III of PTE
95-60
have been satisfied.
Neither
the Trustee nor the Master Servicer will be required to monitor,
determine or inquire as to compliance with the transfer restrictions with
respect to the Global Certificates. Any attempted or purported transfer
of any
Certificate in violation of the provisions of this Section 6.02 shall be
void ab
initio and such Certificate shall be considered to have been held continuously
by the prior permitted Certificateholder. Any transferor of any Certificate
in
violation of such provisions, shall indemnify and hold harmless the Trustee
and
the Master Servicer from and against any and all liabilities, claims, costs
or
expenses incurred by the Trustee or the Master Servicer as a result of
such
attempted or purported transfer. Neither the Trustee nor the Master Servicer
shall have any liability for transfer of any such Global Certificates in
or
through book-entry facilities of any Depository or between or among Depository
Participants or Certificate Owners made in violation of the transfer
restrictions set forth herein. Neither the Trustee nor the Master Servicer
shall
be required to monitor, determine or inquire as to compliance with the
transfer
restrictions with respect to any ERISA Restricted Certificate that is a
Book-Entry Certificate, and neither the Trustee nor 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.
No
transfer of a Class B-4 Certificate shall be made unless either (i)
the transferee of such Certificate provides a representation that the transferee
is not acquiring such Certificate directly or indirectly for, or on behalf
of,
an employee benefit plan or other retirement arrangement which is subject
to
Title I of ERISA or Section 4975 of the Code (which representation shall
be
deemed to have been made to the Trustee by the transferee’s acceptance of the
Certificate); or (ii) the transferee provides a representation, or deemed
representation in the case of any Book-Entry Certificate, or an Opinion
of
Counsel for the benefit of the Trustee and on which the Trustee may rely,
satisfactory to the Trustee, to the effect that the purchase and holding of such
Certificate and the servicing, management and operation of the Trust and
its
assets: (A) 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 (B) will not give rise to any additional
obligations on the part of the Depositor, the Master Servicer or the
Trustee.
No
Transfer of a Class C Certificate or Residual Certificate shall be
made unless either (i) the transferee of such Certificate provides a
representation, or is deemed to represent in the case of a Global Certificate,
to the Trustee and the Master Servicer acceptable to and in form and substance
satisfactory to the Trustee and the Master Servicer, to the effect that
such
transferee is not a Plan, or a Person acting on behalf of a Plan or using
the
assets of a Plan, or (ii) in the case of any such Certificate presented
for
registration in the name of a Plan, or a trustee of a Plan or any other
person
acting on behalf of a Plan, the Trustee shall have received an Opinion
of
Counsel for the benefit of the Trustee and the Master Servicer and on which
they
may rely, satisfactory to the Trustee, to the effect that the purchase
and
holding of such Certificate are permissible under applicable law, will
not
result in any prohibited transactions under ERISA or
Section
4975 of the Code and will not subject the Trustee, the Master
Servicer or the Depositor 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 or the Depositor. Neither the Trustee
nor
the Master Servicer shall be required to monitor, determine or inquire
as to
compliance with the transfer restrictions with respect to any ERISA Restricted
Certificate that is a Book-Entry Certificate, and neither the Trustee nor
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. Neither the Trustee nor
the
Master Servicer shall be under any liability to any Person for any registration
of transfer of any ERISA Restricted Certificate that is in fact not permitted
by
this Section 6.02(h) 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 shall be entitled, but not obligated,
to recover from any Holder of any ERISA Restricted Certificate that was
in fact
a Plan or a Person acting on behalf of a Plan at the time it became a Holder
or,
at such subsequent time as it became a Plan or Person acting on behalf
of a
Plan, all payments made on such ERISA Restricted Certificate at and after
either
such time. Any such payments so recovered by the Trustee shall be paid
and
delivered by the Trustee to the last preceding Holder of such Certificate
that
is not a Plan or Person acting on behalf of a Plan.
(i) 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
Trustee 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 Trustee shall not register
the
Transfer of any Residual Certificate unless, in addition to the certificates
required to be delivered to the Trustee under subparagraph (b) above, the
Trustee 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 6.02(i) 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 6.02(i), 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 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 6.02(h) and this Section 6.02(i) 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
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 Trustee shall be paid
and
delivered by the Trustee to the last preceding Permitted Transferee of
such
Certificate.
(v) The
Master Servicer shall make available within 60 days of written
request from the Trustee, 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 6.02(i) 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 Trustee of an Opinion of Counsel addressed to the
Trustee,
which Opinion of Counsel shall not be an expense of the Trustee, the Sellers
or
the Master Servicer to the effect that the elimination of such restrictions,
or
any Transfer allowed by the elimination of such restrictions, will not
cause
REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V, 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 Trustee and furnished to the Trustee,
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.
(j) The
preparation and delivery of all certificates and opinions referred to
above in this Section 6.02 shall not be an expense of the Trust Fund, the
Trustee, the Depositor, the Sellers or the Master Servicer.
|
Section
6.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
If
(a) any mutilated Certificate is surrendered to the Trustee, or the
Trustee receives evidence to its satisfaction of the destruction, loss
or theft
of any Certificate and of the ownership thereof and (b) there is delivered
to
the Trustee such security or indemnity as may be required by them to save
each
of them harmless, then, in the absence of notice to the Trustee that such
Certificate
has been acquired by a bona fide purchaser, the Trustee 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 6.03, the Trustee may require the payment
of a
sum sufficient to cover any tax or other governmental charge that may be
imposed
in relation thereto and any other expenses (including the fees and expenses
of
the Trustee) connected therewith. Any replacement Certificate issued pursuant
to
this Section 6.03 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 Trustee under the terms of this Section 6.03 shall be
canceled and destroyed by the Trustee in accordance with its standard procedures
without liability on its part.
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Section
6.04
|
Persons
Deemed Owners.
|
The
Trustee and any agent of 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 Trustee nor any agent of the
Trustee
shall be affected by any notice to the contrary.
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Section
6.05
|
Access
to List of Certificateholders’ Names and Addresses.
|
If
three or more Certificateholders (a) request such information in
writing from the Trustee, (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 Trustee, then the Trustee 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 Trustee, if any. The Depositor
and every Certificateholder, by receiving and holding a Certificate, agree
that
the Trustee shall not be held accountable by reason of the disclosure of
any
such information as to the list of the Certificateholders hereunder, regardless
of the source from which such information was derived.
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Section
6.06
|
Book-Entry
Certificates.
|
The
Regular Certificates (other than the Class C Certificates and
Residual 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 6.08.
Unless and until definitive, fully registered Certificates (“Definitive
Certificates”) have been issued to the Certificate Owners of such Certificates
pursuant to Section 6.08:
|
(a)
|
the
provisions of this Section shall be in full force and
effect;
|
(b) the
Depositor 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
Trustee 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 6.08, 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
Trustee 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.
The
Private Certificates shall initially be held in fully registered
certificated form. If at any time the Holders of all of the Certificates
of one
or more such Classes request that the Trustee cause such Class to become
Global
Certificates, the Depositor (with the assistance of the Trustee) will take
such
action as may be reasonably required to cause the Depository to accept
such
Class or Classes for trading if it may legally be so traded. If at anytime
there
are to be Global Certificates, the Global Certificates shall be delivered
to the
Depository by the Depositor or deposited with the Trustee as custodian
for the
Depository.
All
transfers by Certificate Owners of such respective Classes of
Book-Entry Certificates and any Global Certificates shall be made in accordance
with the procedures established by the Depository Participant or brokerage
firm
representing such Certificate Owners. Each Depository Participant shall
only
transfer Book-Entry Certificates of Certificate Owners it represents or
of
brokerage firms for which it acts as agent in accordance with the Depository’s
normal procedures.
|
Section
6.07
|
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 Trustee shall give all such notices
and
communications to the Depository.
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Section
6.08
|
Definitive
Certificates.
|
If,
after Book-Entry Certificates have been issued with respect to any
Certificates, (a) the Depositor or the Depository advises the Trustee 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
or (b)
the Depositor, with the consent of Depository Participants, advises the
Trustee
that it elects to terminate the book-entry system with respect to such
Certificates through the Depository, then the Trustee 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 Trustee with an adequate inventory of certificates to facilitate
the
issuance and transfer of Definitive Certificates. Upon surrender to the
Trustee
of any such Certificates by the Depository, accompanied by registration
instructions from the Depository for registration, the Trustee shall countersign
and deliver such Definitive Certificates. Neither the Depositor nor the
Trustee
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.
In
addition, if an Event of Default has occurred and is continuing, each
Certificate Owner materially adversely affected thereby may at its option
request a Definitive Certificate evidencing such Certificate Owner’s Voting
Rights in the related Class of Certificates. In order to make such request,
such
Certificate Owner shall, subject to the rules and procedures of the Depository,
provide the Depository or the related Depository Participant with directions
for
the Trustee to exchange or cause the exchange of the Certificate Owner’s
interest in such Class of Certificates for an equivalent Voting Right in
fully
registered definitive form. Upon receipt by the Trustee of instructions
from the
Depository directing the Trustee to effect such exchange (such instructions
to
contain information regarding the Class of Certificates and the Certificate
Principal Balance being exchanged, the Depository Participant account to
be
debited with the decrease, the registered Holder of and delivery instructions
for the definitive Certificate, and any other information reasonably required
by
the Trustee), (i) the Trustee shall instruct the Depository to reduce the
related Depository Participant’s account by the aggregate Certificate Principal
Balance of the definitive Certificate, (ii) the Trustee shall execute,
authenticate and deliver, in accordance with the registration and delivery
instructions provided by the Depository, a definitive Certificate evidencing
such Certificate Owner’s Voting Rights in such Class of Certificates and (iii)
the Trustee shall execute and authenticate a new Book-Entry Certificate
reflecting the reduction in the Certificate Principal Balance of such Class
of
Certificates by the amount of the definitive Certificates.
|
Section
6.09
|
Maintenance
of Office or Agency.
|
The
Trustee will maintain or cause to be maintained at its expense an
office or offices or agency or agencies at the Corporate Trust Office where
Certificates may be surrendered for registration of transfer or exchange.
The
Trustee initially designates its Corporate Trust Office, as the office
for such
purposes. The Trustee will give prompt written notice to the Certificateholders
of any change in such location of any such office or agency.
ARTICLE
VII
THE
DEPOSITOR AND THE MASTER SERVICER
|
Section
7.01
|
Liabilities
of the Depositor and the Master Servicer.
|
Each
of the Depositor, 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
7.02
|
Merger
or Consolidation of the Depositor or the Master Servicer.
|
(a) Each
of the Depositor 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 or the Master Servicer may be merged
or consolidated, or any corporation resulting from any merger or consolidation
to which the Depositor or the Master Servicer shall be a party, or any
Person
succeeding to the business of the Depositor or the Master Servicer, shall
be the
successor of the Depositor 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.
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Section
7.03
|
Indemnification
of the Trustee and the Master Servicer.
|
(a) The
Master Servicer agrees to indemnify the Indemnified Persons including
LaSalle Bank National Association as Trustee and in its individual capacity
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 any powers of attorney delivered
pursuant
to this Agreement, 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 the Trustee shall have with respect to such claim
or
legal action knowledge thereof; provided, however that 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 or Master Servicer and the termination of this Agreement.
(b) The
Sponsor will indemnify any Indemnified Person including LaSalle Bank
National Association as Trustee and in its individual capacity, for any
loss,
liability or expense of any Indemnified Person not otherwise paid or covered
pursuant to Subsection (a) above.
Section
7.04Limitations on Liability of the
Depositor, the Master Servicer and Others.
Subject
to the obligation of the Master Servicer to indemnify the
Indemnified Persons pursuant to Section 7.03:
(a) Neither
the Depositor, the Master Servicer nor any of the directors,
officers, employees or agents of the Depositor 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
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 Master Servicer and any director, officer, employee or
agent of the Depositor 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 Master Servicer, LaSalle Bank National Association, as
Trustee and in its individual capacity only to the extent of its performance
of
it duties hereunder, the Custodian and any director, officer, employee
or agent
of the Depositor, the Master Servicer, the Trustee, 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 Custodial Agreement
or
the Certificates, other than (i) in the case of the Master Servicer, (x)
any
such loss, liability or expense related to the Master Servicer’s failure to
perform its duties in compliance with this Agreement (except as any such
loss,
liability or expense shall be otherwise reimbursable pursuant to this Agreement)
or (y) any such loss, liability or expense 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, (ii) in the case of the Trustee, any such loss, liability
or
expense incurred by reason of the Trustee’s willful misfeasance, bad faith or
negligence in the performance of its duties hereunder, or by reason of
its
reckless disregard of obligations and duties hereunder and (iii) in the
case of
the Custodian, any such loss, liability or expense incurred by reason of
the
Custodian’s willful misfeasance, bad faith or negligence in the performance of
its duties under the Custodial Agreement, or by reason of its reckless
disregard
of obligations and duties thereunder.
(d) Neither
the Depositor 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 (expect any loss, liability
or
expense incurred by reason of reckless disregard of obligations and duties
hereunder) shall be expenses, costs and liabilities of the Trust Fund,
and the
Master Servicer shall be entitled to be reimbursed therefor out of the
Protected
Account as provided by Section 4.02. Nothing in this Subsection 7.04(d)
shall
affect the Master Servicer’s obligation to service and administer the Mortgage
Loans pursuant to Article III.
(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.
|
Section
7.05
|
Master
Servicer Not to Resign.
|
Except
as provided in Section 7.07, the Master Servicer shall not resign
from the obligations and duties hereby imposed on it except (i) with the
prior
consent of the Trustee (which consents 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, addressed to and delivered to, the
Trustee.
No such resignation by the Master Servicer shall become effective until
the
Trustee or a successor to the Master Servicer reasonably satisfactory to
the
Trustee shall have assumed the responsibilities and obligations of the
Master
Servicer in accordance with Section 8.02 hereof. The Trustee shall notify
the
Rating Agencies of the resignation of the Master Servicer.
|
Section
7.06
|
Successor
Master Servicer.
|
In
connection with the appointment of any successor Master Servicer or
the assumption of the duties of the Master Servicer, the Trustee may make
such
arrangements for the compensation of such successor master servicer out
of
payments on the Mortgage Loans as 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 hereunder
without the consent of all of the Certificateholders.
|
Section
7.07
|
Sale
and Assignment of Master Servicing.
|
The
Master Servicer may sell and assign its rights and delegate its
duties and obligations in its entirety as Master Servicer under this Agreement;
provided, however, that: (i) the purchaser or transferee accepting such
assignment and delegation (a) shall be a Person which shall be qualified
to
service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac; (b) shall have a
net
worth
of not less than $10,000,000 (unless otherwise approved by each
Rating Agency pursuant to clause (ii) below); (c) shall be reasonably
satisfactory to the Trustee (as evidenced in a writing signed by the Trustee);
and (d) shall execute and deliver to the Trustee an agreement, in form
and
substance reasonably satisfactory to the Trustee, which contains an assumption
by such Person of the due and punctual performance and observance of each
covenant and condition to be performed or observed by it as master servicer
under this Agreement, any custodial agreement from and after the effective
date
of such agreement; (ii) each Rating Agency shall be given prior written
notice
of the identity of the proposed successor to the Master Servicer and each
Rating
Agency’s rating of the Certificates in effect immediately prior to such
assignment, sale and delegation will not be downgraded, qualified or withdrawn
as a result of such assignment, sale and delegation, as evidenced by a
letter to
such effect delivered to the Master Servicer and the Trustee (at the expense
of
the Master Servicer); and (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. No
such
assignment or delegation shall affect any liability of the Master Servicer
arising prior to the effective date thereof.
ARTICLE
VIII
DEFAULT;
TERMINATION OF MASTER SERVICER
|
Section
8.01
|
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 Trustee any amounts
received or collected by the Master Servicer in respect of the Mortgage
Loans
and required to be remitted by it hereunder (other than any Advance), 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;
(ii) other
than with respect to clause (vii) below, 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;
(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;
(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;
(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;
(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 7.05 or 7.07;
(vii) any
failure
of the Master Servicer to duly perform, within the required period of time,
its
obligations set forth under Sections 3.13, 3.14 or 3.16 set forth under
such
Sections; or
(viii) The
Master Servicer fails to deposit, or cause to be deposited, in the
Distribution Account any Advance (other than a Nonrecoverable Advance)
by 5:00
p.m. New York City time on the Distribution Account Deposit Date.
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
in the case of any Event of Default described in clauses (i) through (vii)
above, by notice in writing to the Master Servicer and the Swap Provider
(with a
copy to each Rating Agency), 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, 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 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 8.02 (a “Successor Master Servicer”). Such
Successor Master Servicer shall thereupon if such Successor Master Servicer
is a
successor to the Master Servicer, make any Advance required by Article
V,
subject, in the case of the Trustee, to Section 8.02. The Trustee is hereby
authorized and empowered to execute and deliver, on behalf of the terminated
Master Servicer, as attorney- in-fact or otherwise, any and all documents
and
other instruments, and to do or accomplish all other acts or things necessary
or
appropriate to effect the purposes of such notice of termination, whether
to
complete the transfer and endorsement or assignment of 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 VII or Article IX. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the
Master
Servicer’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 Protected Account maintained
pursuant
to Section 4.02, 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.
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 4.02
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.
Notwithstanding
the foregoing, if an Event of Default described in clause
(vii) of this Section 8.01 shall occur, the Trustee shall, by notice in
writing
to the Master Servicer, which may be delivered by telecopy, immediately
terminate all of the rights and obligations of the Master Servicer thereafter
arising under this Agreement, but without prejudice to any rights it
may
have as a Certificateholder or to reimbursement of Advances and other
advances of its own funds, and the Trustee shall act as provided in Section
8.02
to carry out the duties of the Master Servicer, including the obligation
to make
any Advance the nonpayment of which was an Event of Default described in
clause
(vii) of this Section 8.01. Any such action taken by the Trustee must be
prior
to the distribution on the relevant Distribution Date.
|
Section
8.02
|
Trustee
to Act; Appointment of Successor.
|
On
and after the time the Master Servicer receives a notice of
termination pursuant to Section 8.01 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 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, pursuant to Article V 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 indemnification 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
V 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,
(ii) be acceptable to the Trustee (which consent shall not be unreasonably
withheld) and (iii) be willing to act as successor servicer of any Mortgage
Loans under this Agreement, 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 8.01 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 8.02, 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 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 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
Mortgage Loans properly and effectively, to the extent not paid by the
terminated Master Servicer, shall be payable to the Trustee pursuant to
Section
9.05. 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 3.08.
|
Section
8.03
|
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, the Swap Provider 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 and the Swap Provider
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
8.04
|
Waiver
of Defaults.
|
The
Trustee shall transmit by mail to all Certificateholders and the Swap
Provider, 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.
ARTICLE
IX
CONCERNING
THE TRUSTEE
|
Section
9.01
|
Duties
of Trustee.
|
(a) The
Trustee, prior to the occurrence of an Event of Default and after the
curing or waiver of all Events of Default which may have occurred, undertakes
to
perform such duties and only such duties as are specifically set forth
in this
Agreement as duties of the Trustee. If an Event of Default has occurred
and has
not been cured or waived, the Trustee shall exercise such of the rights
and
powers vested in it by this Agreement, and 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 pursuant to any provision of this Agreement,
the
Trustee shall examine them to determine whether they are in the form required
by
this Agreement; provided, however, that the Trustee shall not be responsible
for
the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Master Servicer;
provided, further, that the Trustee shall not be responsible for the accuracy
or
verification of any calculation provided to it pursuant to this
Agreement.
(c) On
each Distribution Date, the Trustee shall make monthly distributions
and the final distribution to the Certificateholders from funds in the
Distribution Account as provided in Sections 5.04 and 10.01 herein.
(d) No
provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure
to act or
its own willful misconduct; provided, however, that:
(i) Prior
to the occurrence of an Event of Default, and after the curing or
waiver of all such Events of Default which may have occurred, the duties
and
obligations of the Trustee shall be determined solely by the express provisions
of this Agreement, the Trustee shall not be liable except for the performance
of
their respective duties and obligations as are specifically set forth in
this
Agreement, no implied covenants or obligations shall be read into this
Agreement
against the Trustee and, in the absence of bad faith on the part of the
Trustee,
the Trustee may conclusively rely, as to the truth of the statements and
the
correctness of the opinions expressed therein, upon any certificates or
opinions
furnished to the Trustee and conforming to the requirements of this
Agreement;
(ii) The
Trustee shall not be liable in its individual capacity for an error
of judgment made in good faith by a Responsible Officer or Responsible
Officers
of the Trustee unless it shall be proved that the Trustee was negligent
in
ascertaining the pertinent facts;
(iii) The
Trustee shall not be liable with respect to any action taken, suffered
or
omitted to be taken by it in good faith in accordance with the directions
of the
Holders of Certificates evidencing not less than 25% of the aggregate Voting
Rights of the Certificates (or such other percentage as specifically set
forth
herein), if such action or non-action relates to the time, method and place
of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or other power conferred upon the Trustee under this
Agreement;
(iv) The
Trustee shall not be required to take notice or be deemed to have notice
or
knowledge of any default or Event of Default unless a Responsible Officer
of the
Trustee shall have actual knowledge thereof. In the absence of such knowledge,
the Trustee may conclusively assume there is no such default or Event of
Default;
(v) The
Trustee shall not in any way be liable by reason of any insufficiency
in any Account held by or in the name of Trustee unless it is determined
by a
court of competent jurisdiction in a non-appealable judgment that the Trustee’s
negligence or willful misconduct was the primary cause of such insufficiency
(except to the extent that the Trustee is obligor and has defaulted
thereon);
(vi) Anything
in this Agreement to the contrary notwithstanding, in no event
shall the Trustee be liable for special, indirect or consequential loss
or
damage of any kind whatsoever (including but not limited to lost profits),
even
if the Trustee has been advised of the likelihood of such loss or damage
and
regardless of the form of action; and
(vii) None
of the
Master Servicer, the Seller, 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.
The
Trustee shall not be required to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if there
is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it,
and
none of the provisions contained in this Agreement shall in any event require
the Trustee to perform, or be responsible for the manner of performance
of, any
of the obligations of the Master Servicer.
(e) All
funds received by the Trustee and required to be deposited in the
Distribution Account pursuant to this Agreement will be promptly so deposited
by
the Trustee.
|
Section
9.02
|
Certain
Matters Affecting the Trustee.
|
|
|
|
(a)
|
Except
as otherwise provided in Section 10.01:
|
||
(i) The
Trustee may rely and shall be protected in acting or refraining from
acting in reliance on any resolution or certificate of the Seller or the
Master
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 may consult with counsel and any advice of such counsel or
any Opinion of Counsel shall be full and complete authorization and protection
with respect to any action taken or suffered or omitted by it hereunder
in good
faith and in accordance with such advice or Opinion of Counsel;
(iii) The
Trustee shall not be under any obligation to exercise any of the trusts
or
powers vested in it by this Agreement, other than its obligation to give
notices
pursuant to this Agreement, or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any
of the
Certificateholders pursuant to the provisions of this Agreement, unless
such
Certificateholders shall have offered to the Trustee reasonable security
or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby. Nothing contained herein shall, however, relieve the
Trustee
of the obligation, upon the occurrence of an Event of Default of which
a
Responsible Officer of the Trustee has actual knowledge (which has not
been
cured or waived), to exercise such of the rights and powers vested in it
by this
Agreement, and to use the same degree of care and skill in their exercise,
as a
prudent person would exercise under the circumstances in the conduct of
his own
affairs;
(iv) The
Trustee shall not be liable in its individual capacity for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized
or
within the discretion or rights or powers conferred upon it by this
Agreement;
(v) The
Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other
paper
or document, unless requested in writing to do so by Holders of Certificates
evidencing not less than 25% of the aggregate Voting Rights of the Certificates
and provided that the payment within a reasonable time to the Trustee of
the
costs, expenses or liabilities likely to be incurred by it in the making
of such
investigation is, in the opinion of the Trustee reasonably assured to the
Trustee by the security afforded to it by the terms of this Agreement.
The
Trustee may require reasonable indemnity against such expense or liability
as a
condition to taking any such action. The reasonable expense of every such
examination shall be paid by the Certificateholders requesting the
investigation;
(vi) The
Trustee may execute any of the trusts or powers hereunder or perform any
duties
hereunder either directly or through Affiliates, agents or attorneys; provided,
however, that the Trustee may not appoint any paying agent to perform any
paying
agent functions under this Agreement without the express written consent
of the
Master Servicer, which consents will not be unreasonably withheld. The
Trustee
shall not be liable or responsible for the misconduct or negligence of
any of
the Trustee’s agents or attorneys or paying agent appointed hereunder by the
Trustee with due care and, when required, with the consent of the Master
Servicer;
(vii) Should
the
Trustee deem the nature of any action required on its part to be unclear,
the
Trustee may require prior to such action that it be provided by the Depositor
with reasonable further instructions; the right of the Trustee to perform
any
discretionary act enumerated in this Agreement shall not be construed as
a duty,
and the Trustee shall
not
be accountable for other than its negligence or willful misconduct in
the performance of any such act;
(viii) The
Trustee shall not be required to give any bond or surety with respect
to the execution of the trust created hereby or the powers granted hereunder,
except as provided in Subsection 9.07; and
(ix) The
Trustee shall not have any duty to conduct any affirmative investigation
as to
the occurrence of any condition requiring the repurchase of any Mortgage
Loan by
any Person pursuant to this Agreement, or the eligibility of any Mortgage
Loan
for purposes of this Agreement.
(b) The
Trustee is hereby directed by the Depositor to execute and deliver
the Swap Administration Agreement (and any amendments or supplements to
the Swap
Administration Agreement as may be requested by the Majority Class C
Certificateholder regarding the distributions to be made to it or its designees
thereunder). Amounts payable by the Trustee on any Distribution Date to
the Swap
Administrator shall be paid by the Trustee as provided herein. The Trustee
in
its individual capacity shall have no responsibility for any of the
undertakings, agreements or representations with respect to the Swap Agreement
or the Swap Administration Agreement, including, without limitation, for
making
any payments thereunder.
It
is acknowledged and agreed that the Person serving as Trustee
hereunder shall also serve as Swap Administrator under the Swap Administration
Agreement and act as Supplemental Interest Trust Trustee under the Swap
Agreement. The Trustee, the Swap Administrator and the Supplemental Interest
Trust Trustee are hereby directed by the Depositor to execute and deliver
the
Swap Administration Agreement (and any amendments or supplements to the
Swap
Administration Agreement as may be requested by the Majority Class CE
Certificateholder regarding the distributions to be made to it or its designees
thereunder) and the Supplemental Interest Trust Trustee is hereby directed
to
execute and deliver the Swap Agreement and to make the representations
required
therein. The Swap Administrator shall not have any liability for any failure
or
delay in payments to the Trust which are required under the Swap Administration
Agreement where such failure or delay is due to the failure or delay of
the Swap
Provider in making such payment to the Swap Administrator. LaSalle Bank
National
Association, as the Swap Administrator, the Trustee and the Supplemental
Interest Trust Trustee and in its individual capacity shall be entitled
to be
indemnified and held harmless by the Trust from and against any and all
losses,
claims, expenses or other liabilities that arise by reason of or in connection
with the performance or observance by each of the Swap Administrator, the
Trustee and the Supplemental Interest Trust Trustee of its duties or obligations
under the Swap Agreement or the Swap Administration Agreement, except to
the
extent that the same is due to the Swap Administrator’s, the Trustee’s or the
Supplemental Interest Trust Trustee’s gross negligence, willful misconduct or
fraud. Any Person appointed as successor trustee pursuant to Section 9.09
shall
also be required to serve as successor Swap Administrator and successor
supplemental interest trust trustee under the Swap Agreement and the Swap
Administration Agreement.
|
Section
9.03
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
The
recitals contained herein and in the Certificates (other than the
signature and countersignature of the Trustee on the Certificates) shall
be
taken as the statements of the Depositor, and the Trustee shall not have
any
responsibility for their correctness. The Trustee makes no representation
as to
the validity or sufficiency of the Certificates (other than the signature
and
countersignature of the Trustee on the Certificates) or of any Mortgage
Loan
except as expressly provided in Sections 2.02 and 2.06 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. The Trustee’s signature and countersignature (or
countersignature of its agent) on the Certificates shall be solely in its
capacity as Trustee and shall not constitute the Certificates an obligation
of
the Trustee in any other capacity. The Trustee shall not be accountable
for the
use or application by the Depositor of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds
paid
to the Depositor with respect to the Mortgage Loans. Subject to Section
2.06,
the Trustee shall not be responsible for the legality or validity of this
Agreement or any document or instrument relating to this Agreement, the
validity
of the execution of this Agreement or of any supplement hereto or instrument
of
further assurance, or the validity, priority, perfection or sufficiency
of the
security for the Certificates issued hereunder or intended to be issued
hereunder. The Trustee shall not at any time have any responsibility or
liability for or with respect to the legality, validity and enforceability
of
any Mortgage or any Mortgage Loan, or the perfection and priority of any
Mortgage or the maintenance of any such perfection and priority, or for
or with
respect to the sufficiency of the Trust Fund or its ability to generate
the
payments to be distributed to Certificateholders, under this Agreement.
The
Trustee shall not be responsible 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
9.04
|
Trustee
May Own Certificates.
|
The
Trustee in its individual capacity or in any capacity other than as
Trustee hereunder may become the owner or pledgee of any Certificates with
the
same rights it would have if it were not the Trustee and may otherwise
deal with
the parties hereto.
|
Section
9.05
|
Trustee’s
Fees and Expenses.
|
The
Trustee will be entitled to recover from the Distribution Account
pursuant to Section 4.05, the Trustee Fee, all reasonable out of pocket
expenses, disbursements and advances and the expenses of the Trustee in
connection with any Event of Default (or anything related thereto, including
any
determination that an Event of Default does or does not exist), 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 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 hereunder. If funds in the Distribution
Account are insufficient therefor, the Trustee shall recover such expenses,
disbursements or advances from the Depositor and the Depositor hereby agrees
to
pay such expenses,
disbursements
or advances. Such compensation and reimbursement obligation
shall not be limited by any provision of law in regard to the compensation
of a
trustee of an express trust.
|
Section
9.06
|
Eligibility
Requirements for Trustee.
|
The
Trustee and any successor Trustee shall during the entire duration of
this Agreement be a state bank or trust company or a national banking
association organized and doing business under the laws of 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
$50,000,000, subject to supervision or examination by federal or state
authority
and rated “BBB” or higher by Fitch with respect to their long-term rating and
rated “BBB” or higher by S&P and “Baa2” or higher by Xxxxx’x with respect to
any outstanding long-term unsecured unsubordinated debt, and, in the case
of a
successor Trustee other than pursuant to Section 9.10, rated in one of
the two
highest long-term debt categories by each Rating Agency (at least “AA-” in the
case of S&P) or otherwise acceptable to, each of the Rating Agencies and
have a short-term debt rating of at least “A-1” from S&P, or otherwise
acceptable to, S&P. 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 9.06 the combined capital
and
surplus of such corporation shall be deemed to be its total equity capital
(combined capital and surplus) as set forth in its most recent report of
condition so published. In case at any time the Trustee shall cease to
be
eligible in accordance with the provisions of this Section 9.06, the Trustee
shall resign immediately in the manner and with the effect specified in
Section
9.08.
|
Section
9.07
|
Insurance.
|
The
Trustee, at its own expense, shall at all times maintain and keep in
full force and effect: (i) fidelity insurance, (ii) theft of documents
insurance
and (iii) forgery insurance (which may be collectively satisfied by a “Financial
Institution Bond” and/or a “Bankers’ Blanket Bond”); provided, that such
insurance may be provided through self-insurance so long as the Trustee
is rated
“A” or better by S&P and “A1” or better by Xxxxx’x. All such insurance shall
be in amounts, with standard coverage and subject to deductibles, as are
customary for insurance typically maintained by banks or their affiliates
which
act as custodians for investor-owned mortgage pools. A certificate of an
officer
of the Trustee as to the Trustee’s compliance with this Section 9.07 shall be
furnished to any Certificateholder upon reasonable written request.
|
Section
9.08
|
Resignation
and Removal of Trustee.
|
The
Trustee may at any time resign and be discharged from the Trust
hereby created by giving written notice thereof to the Depositor, the Seller
and
the Master Servicer, with a copy to the Rating Agencies and the Swap Provider.
Upon receiving such notice of resignation, the Depositor shall promptly
appoint
a successor trustee by written instrument, in triplicate, one copy of which
instrument shall be delivered to each of the resigning Trustee and the
successor
trustee. If no successor trustee shall have been so appointed and have
accepted
appointment within 30 days after the giving of such notice of resignation,
the
resigning Trustee may petition any court of competent jurisdiction for
the
appointment of a successor trustee.
If
at any time (i) the Trustee shall cease to be eligible in accordance
with the provisions of Section 9.06 hereof and shall fail to resign after
written request thereto by the Depositor, (ii) the Trustee shall become
incapable of acting, or shall be adjudged as bankrupt or insolvent, or
a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property
or
affairs for the purpose of rehabilitation, conservation or liquidation,
or
(iii)(A) a tax is imposed with respect to the Trust Fund by any state in
which
the Trustee or the Trust Fund is located, (B) the imposition of such tax
would
be avoided by the appointment of a different trustee and (C) the Trustee
fails
to indemnify the Trust Fund against such tax, then the Depositor or the
Master
Servicer may remove the Trustee and appoint a successor trustee by written
instrument, in multiple copies, a copy of which instrument shall be delivered
to
the Trustee, the Master Servicer and the successor trustee.
The
Holders evidencing at least 51% of the Voting Rights of each Class of
Certificates may at any time remove the Trustee and appoint a successor
trustee
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 to the Master Servicer,
the Trustee so removed and the successor trustee so appointed. Notice of
any
removal of the Trustee shall be given to each Rating Agency by the Trustee
or
successor trustee.
Any
resignation or removal of LaSalle Bank National Association as
Trustee shall also result in the resignation or removal, as applicable,
of
LaSalle Bank National Association as Swap Administrator. Any resignation
or
removal of the Trustee and appointment of a successor trustee pursuant
to any of
the provisions of this Section 9.08 shall become effective upon acceptance
of
appointment by the successor trustee as provided in Section 9.09 hereof
and upon
acceptance of appointment by a successor Swap Administrator under the Swap
Administration Agreement.
|
Section
9.09
|
Successor
Trustee.
|
Any
successor trustee appointed as provided in Section 9.08 hereof shall
execute, acknowledge and deliver to the Depositor, to its predecessor trustee,
the Master Servicer an instrument accepting such appointment hereunder
and
thereupon the resignation or removal of the predecessor trustee shall become
effective and such successor trustee without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties
and
obligations of its predecessor hereunder, with the like effect as if originally
named as trustee herein.
No
successor trustee shall accept appointment as provided in this Section
9.09 unless at the time of such acceptance such successor trustee shall
be
eligible under the provisions of Section 9.07 hereof and its appointment
shall
not adversely affect the then current rating of the Certificates.
Upon
acceptance of appointment by a successor trustee as provided in this
Section 9.09, the successor trustee shall mail notice of the succession
of such
trustee hereunder to all Holders of Certificates. If the successor trustee
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
9.10
|
Merger
or Consolidation of Trustee.
|
Any
corporation, state bank or national banking association into which
the Trustee 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 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, shall
be the
successor of the Trustee hereunder, provided that such corporation shall
be
eligible under the provisions of Section 9.06 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
9.11
|
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 9.11, 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 9.06
and
no notice to Certificateholders of the appointment of any co-trustee or
separate
trustee shall be required under Section 9.09.
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 IX. Each separate trustee and co-trustee, upon its acceptance
of
the trusts conferred, shall be vested with the estates or property specified
in
its instrument of appointment, either jointly with the Trustee or separately,
as
may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the
conduct
of, affecting the liability of, or affording protection to, the Trustee.
Every
such instrument shall be filed with the Trustee 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
9.12
|
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
Trustee covenants and agrees that it shall act as agent (and the Trustee
is
hereby appointed to act as agent) on behalf of the Trust Fund. The Trustee,
as
agent on behalf of the Trust Fund, shall do or refrain from doing, as
applicable, the following: (a) the Trustee 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 Trustee 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 Forms
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 Trustee 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 Trustee 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) 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) the Trustee
shall
not 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 Trustee shall pay, from the sources specified in the penultimate
paragraph of this Section 9.12, 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 or any other appropriate Person from contesting any such tax in
appropriate proceedings and shall not prevent the Trustee from withholding
payment of such tax, if permitted by law, pending the outcome of such
proceedings); (i) the Trustee 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;
(j) the
Trustee shall, for federal income tax purposes, maintain books and records
with
respect to the REMICs on a calendar year and on an accrual basis; (k) the
Trustee shall not 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 (l) as and when
necessary and appropriate, the Trustee, at the expense of the Trust Fund,
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 the Trustee to perform its duties as set forth herein,
the Depositor shall provide, or cause to be provided, to the Trustee within
10
days after the Closing Date all information or data that the Trustee 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
promptly upon written
request
therefor, any such additional information or data that the
Trustee may, from time to time, request in order to enable the Trustee
to
perform its duties as set forth herein. The Depositor hereby indemnifies
the
Trustee for any losses, liabilities, damages, claims or expenses of the
Trustee
arising from any errors or miscalculations of the Trustee that result from
any
failure of the Depositor to provide, or to cause to be provided, accurate
information or data to the Trustee on a timely basis.
In
the event that any tax is imposed on “prohibited transactions” of any
of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V 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, REMIC IV or REMIC V 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, REMIC IV or REMIC V, and is not paid
as
otherwise provided for herein, such tax shall be paid by (i) the Trustee,
if any
such tax arises out of or results from a breach by the Trustee of any of
its
obligations under this Agreement, (ii) any party hereto (other than the
Trustee)
to the extent any such 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 all
other Certificateholders specified 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, fifth, to the Class M-6
Certificates, sixth, to the Class M-5 Certificates, seventh, to the Class
M-4
Certificates, eigth, to the Class M-3 Certificates, ninth, to the Class
M-2
Certificates, tenth, to the Class M-1 Certificates, and eleventh, 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 Trustee 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 Trustee shall promptly notify in writing
the
party liable for any such tax of the amount thereof and the due date for
the
payment thereof.
The
Trustee agrees that, in the event it should obtain any information
necessary for the other party to perform its obligations pursuant to this
Section 9.12, it will promptly notify and provide such information to such
other
party.
ARTICLE
X
TERMINATION
|
Section
10.01
|
Termination
upon Liquidation or Repurchase of all Mortgage Loans.
|
Subject
to Section 10.03, the obligations and responsibilities of the
Depositor, the Master Servicer, the Seller 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 (or its designee) or the Master
Servicer, as applicable, 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, (iv) unreimbursed out-of pocket costs of 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, (v) any unreimbursed costs and expenses of the Trustee
payable pursuant to Section 9.05, (vi) any Swap Termination Payment (which
shall
include any Net Swap Payment payable by the Trust Fund) payable to the
Swap
Provider which remains unpaid or which is due to the exercise of such option
(the “Swap Optional Termination Payment”) 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 by the
Majority Class C Certificateholder pursuant to clause (a) in the preceding
paragraph shall be conditioned upon the Stated Principal Balance of all
of the
Mortgage Loans in the Trust Fund, at the time of any such repurchase,
aggregating 20% or less of the aggregate Cut-off Date Principal Balance
of all
of the Mortgage Loans.
Only
an amount equal to the Mortgage Loan Purchase Price less any Swap
Optional Termination Payment (the “REMIC Termination Payment”) shall be made
available for distribution to the Regular Certificates. The Swap Optional
Termination Payment shall be withdrawn by the Trustee from the Distribution
Account and remitted to the Supplemental Interest Trust to be paid in accordance
with Section 3.21(c). The Swap Optional Termination Payment shall not be
part of
any REMIC and shall not be paid into any account which is part of any
REMIC.
|
Section
10.02
|
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 Protected Account, the Master Servicer
shall direct the Trustee to send a final distribution notice promptly to
each
Certificateholder or (ii) the Trustee determines that a Class of Certificates
shall be retired after a final distribution on such Class, the Trustee
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 Corporate Trust Office of the Trustee. If the Majority Class C
Certificateholder or the Master Servicer, as applicable, elects to terminate
the
Trust Fund pursuant to Section 10.01, at least 20 days prior to the date
notice
is to be mailed to the Certificateholders, the Majority Class C
Certificateholder or the Master Servicer, as applicable, shall notify the
Depositor, the Swap Provider and the Trustee of the date the Majority Class
C
Certificateholder or the Master Servicer, as applicable, intends to terminate
the Trust Fund. The Master Servicer shall remit the Mortgage Loan Purchase
Price
to the Trustee on the Business Day prior to the Distribution Date for such
Optional Termination by the Majority Class C Certificateholder or the Master
Servicer, as applicable.
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
Trustee
by letter to Certificateholders mailed not later than two Business Days
after
the Determination Date in 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 Trustee
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
funds in the Protected Account to be remitted to the Trustee 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
respective Custodian shall promptly release to EMC 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 Trustee shall
cause to be distributed to Certificateholders of each Class the amounts
allocable to such Certificates held in the Distribution Account in the
order and
priority set forth in Section 5.04 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 Trustee shall give a second written
notice
to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If
within
six months after the second notice all the applicable Certificates shall
not
have been surrendered for cancellation, the Trustee 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.
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Section
10.03
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Additional
Termination Requirements.
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(a) Upon
exercise by the Majority Class C Certificateholder or the Master
Servicer, as applicable, of its purchase option as provided in Section
10.01,
the Trust Fund shall be terminated in accordance with the following additional
requirements, unless the Trustee has been supplied with an Opinion of Counsel
addressed to the Trustee, at the expense of the Majority Class C
Certificateholder or the Master Servicer, as applicable, to the effect
that the
failure of the Trust Fund to comply with the requirements of this Section
10.03
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 or the Master Servicer, as
applicable, shall establish a 90-day liquidation period and notify the
Trustee
thereof, and the Trustee shall in turn specify the first day of such period
in a
statement attached to the tax return for each of REMIC I, REMIC II, REMIC
III,
REMIC IV and REMIC V pursuant to Treasury Regulation Section 1.860F-1.
The
Majority Class C Certificateholder or the Master Servicer, as applicable,
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
obtained at the expense of the Majority Class C Certificateholder or the
Master
Servicer, as applicable;
(2) During
such 90-day liquidation period, and at or prior to the time of
making the final payment on the Certificates, the Trustee shall sell all
of the
assets of REMIC I for cash; and
(3) At
the time of the making of the final payment on the Certificates, the
Trustee shall distribute or credit, or cause to be distributed or credited,
to
the Holders of the Residual Certificates all cash on hand (other than cash
retained to meet claims), and REMIC I shall terminate at that time.
(b) By
their acceptance of the Certificates, the Holders thereof hereby
authorize the adoption of a 90-day liquidation period and the adoption
of a plan
of complete liquidation for REMIC I, REMIC II, REMIC III, REMIC IV and
REMIC V,
which authorization shall be binding upon all successor
Certificateholders.
(c) The
Trustee as agent for each REMIC hereby agrees to adopt and sign such
a plan of complete liquidation meeting the requirements for a qualified
liquidation under Section 860F of the Code and any regulations thereunder
upon
the written request of the Majority Class C Certificateholder or the Master
Servicer, as applicable, and the receipt of the Opinion of Counsel referred
to
in Section 10.03(a)(1) and to take such other action in connection therewith
as
may be reasonably requested by the Majority Class C Certificateholder or
the
Master Servicer, as applicable.
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
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Section
11.01
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Amendment.
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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 change the manner in which the Protected
Account
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 any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V 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, REMIC III, REMIC IV or REMIC V pursuant to the Code
that
would be a claim against any of REMIC I, REMIC II, REMIC III, REMIC IV
or REMIC
V at any time prior to the final redemption of the Certificates, provided
that
the Trustee has been provided an Opinion of Counsel addressed to the Trustee,
which opinion shall be an expense of the party requesting such opinion
but in
any case shall not be an expense of the Trustee or the Trust Fund, to the
effect
that such action is necessary or appropriate to maintain such qualification
or
to avoid or minimize the risk of the imposition of such a tax.
This
Agreement may also be amended from time to time by the parties
hereto with the consent of 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 Swap Administrator or 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, REMIC
III,
REMIC IV or REMIC V 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, 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 any of REMIC I, REMIC II, REMIC III, REMIC IV or REMIC V
or the
Certificateholders or cause any of REMIC I, REMIC II, REMIC III, REMIC
IV or
REMIC V 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 that (i) such amendment is permitted and is not prohibited
by this
Agreement and that all requirements for amending this Agreement (including
any
consent of the applicable Certificateholders) have been complied
with.
Notwithstanding
any of the other provisions of this Section 11.01, none
of the Depositor, the Master Servicer or the Trustee shall enter into any
amendment to Section 3.21 or Section 5.04(a)(3)(F) of this Agreement without
the
prior written consent of the Swap Provider and shall not enter into an
amendment
that has a materially adverse effect on the Swap Provider without the Swap
Provider’s consent.
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,
the
Swap Provider 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.
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Section
11.02
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Recordation
of Agreement; Counterparts.
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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.
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Section
11.03
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Governing
Law.
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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).
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Section
11.04
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Intention
of Parties.
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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 Sellers
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 Seller 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 Sellers 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 Sellers 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 Sellers 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.
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Section
11.05
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Notices.
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(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:
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(i)
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Any
material change or amendment to this Agreement;
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(ii)
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The
occurrence of any Event of Default that has not been
cured;
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(iii) The
resignation or termination of the Master Servicer or the Trustee and the
appointment of any successor;
(iv) The
repurchase or substitution of Mortgage Loans pursuant to Sections 2.02,
2.03,
3.19 and 10.01; and
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(v)
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The
final payment to
Certificateholders.
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(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, Structured Asset Mortgage Investments II Inc., 000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Chief Counsel; (ii)
in the
case of EMC or the Master Servicer, 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; (iii) 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, (iv) in the case of the Swap Provider, 0 Xxxx 00xx Xxxxxx, 00xx
Xxxxx,
Xxx Xxxx, XX 00000 and (v) 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, the Master Servicer or the Trustee under
this
Agreement shall be effective only upon receipt. Any notice required or
permitted
to be mailed to a Certificateholder, unless otherwise provided herein,
shall be
given by first-class mail, postage prepaid, at the address of such
Certificateholder as shown in the Certificate Register; any notice so mailed
within the time prescribed in this Agreement shall be conclusively presumed
to
have been duly given, whether or not the Certificateholder receives such
notice.
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Section
11.06
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Severability
of Provisions.
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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.
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Section
11.07
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Assignment.
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Notwithstanding
anything to the contrary contained herein, except as
provided pursuant to Section 7.02, this Agreement may not be assigned by
the
Master Servicer, the Sponsor (on its own behalf as a Seller and on behalf
of
Master Funding) or the Depositor.
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Section
11.08
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Limitation
on Rights of Certificateholders.
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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 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 to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses, and liabilities to be incurred therein
or
thereby, and the Trustee for 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 11.08, each and every Certificateholder
or the
Trustee shall be entitled to such relief as can be given either at law
or in
equity.
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Section
11.09
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Inspection
and Audit Rights.
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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 and
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 11.09 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 9.05 hereof.
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Section
11.10
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Certificates
Nonassessable and Fully Paid.
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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
Trustee pursuant to this Agreement, are and shall be deemed fully
paid.
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Section
11.11
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Third
Party Rights.
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The
Swap Provider and the Swap Administrator shall be third-party
beneficiaries of this Agreement to the same extent as if they were parties
hereto, and shall have the right to enforce the provisions of this
Agreement.
*
* *
IN
WITNESS WHEREOF, the Depositor, the Master Servicer, the Sponsor 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.
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STRUCTURED
ASSET MORTGAGE INVESTMENTS II INC.,
as
Depositor
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By:
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/s/
Xxxxx Xxxxxxxxxxx
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Name:
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Xxxxx Xxxxxxxxxxx | |||||
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Title:
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Vice
President
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EMC
MORTGAGE CORPORATION,
as
Sponsor and as Master Servicer
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By:
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/s/
Xxx
Xxxxxxxx
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Name:
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Xxx Xxxxxxxx | |||||
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Title:
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Executive
Vice President
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LASALLE
BANK NATIONAL ASSOCIATION,
as
Trustee
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By:
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/s/
Xxxxx X. Xxxx
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Name:
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Xxxxx X. Xxxx | |||||
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Title:
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Assistant Vice President |
STATE
OF NEW YORK
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)
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)
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ss.:
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COUNTY
OF NEW YORK
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)
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On
this 30th day of March, 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 Structured
Asset Mortgage Investments II Inc., 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.
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Notary
Public
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[Notarial
Seal]
STATE
OF TEXAS
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)
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)
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ss.:
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COUNTY
OF DALLAS
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)
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On
this 30th day of March, 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.
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Notary
Public
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[Notarial
Seal]
STATE
OF ILLINOIS
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)
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)
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ss.:
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COUNTY
OF XXXX
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)
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On
this 30th day of March, 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 LaSalle Bank
National Association 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.
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Notary
Public
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[Notarial
Seal]
EXHIBIT
A-1
FORM
OF CLASS A-[_] 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 AND REALIZED LOSSES ALLOCABLE HERETO. 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 TRUSTEE 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 6.02(h)
OF THE POOLING AND SERVICING AGREEMENT.
Certificate
No. 1
|
Adjustable
Pass-Through Rate
|
|
|
Class
A-[_]
|
|
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
Xxxxx
0, 0000
|
Xxxxxxxxx
Initial Certificate Principal
Balance
of this Certificate as of the Cut-off
Date:
$[__________]
|
|
|
First
Distribution Date:
April
25, 2006
|
Initial
Certificate Principal Balance of this
Certificate
as of the Cut-off Date:
$[__________]
|
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[__________]
|
|
|
Last
Scheduled Distribution Date:
[__________],
2036
|
MORTGAGE-BACKED
CERTIFICATE
SERIES
2006-4
evidencing
a Percentage Interest in the distributions allocable to the Class A-[_]
Certificates with respect to a Trust Fund consisting primarily of a pool of
certain fixed rate, junior lien one- to four-family mortgage loans sold by
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments
II Inc., the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by
Structured Asset Mortgage Investments II Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of Structured
Asset
Mortgage Investments II Inc., the Master Servicer or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This
certifies that Cede & Co. is the registered owner of the 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 primarily of a pool of fixed rate mortgage loans that are secured
by
junior liens on one- to four- family residences (collectively, the “Mortgage
Loans”) sold by Structured Asset Mortgage Investments II Inc. (“XXXX XX”). The
Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) and Master Funding
LLC to XXXX XX. EMC will act as master servicer of the Mortgage Loans (in that
capacity, the “Master Servicer,” which term includes any successors thereto
under the Agreement referred to below). The Trust Fund was created pursuant
to
the Pooling and Servicing Agreement, dated as of the Cut-off Date specified
above (the “Agreement”), among XXXX XX, as depositor (the “Depositor”), EMC
Mortgage Corporation as sponsor and as Master Servicer and LaSalle 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 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 Trustee will distribute on the 25th
day
of each month, or, if such 25th day is not a Business Day, the immediately
following Business Day (each, a “Distribution Date”), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding
such Distribution Date so long as such Certificate remains in book-entry form
(and otherwise, the close of business on the last Business Day of the month
immediately preceding the month of 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.
Each
holder of a Certificate or beneficial ownership shall be deemed to have made
the
representations set forth in Section 6.02(h) of the Agreement.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Trustee
in
writing as specified in the Agreement. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee
of
the pendency of such distribution and only upon presentation and surrender
of
this Certificate at the office or agency appointed by the Trustee for that
purpose and designated in such notice. The initial 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.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that the Trustee is
not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of each Class 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 Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate 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 Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of Depositor, the Master Servicer, the Trustee
or any such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to
the
termination of the Agreement) shall terminate upon the earlier of (i) the later
of (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 assets of the Trust Fund in accordance with the terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and (ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
____________, 2006
|
LASALLE
BANK NATIONAL ASSOCIATION
not
in its individual capacity but solely as Trustee
|
||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class A-[_] Certificates referred to in the within-mentioned
Agreement.
LASALLE
BANK NATIONAL
ASSOCIATION,
not in its
individual
capacity but solely as Trustee
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a 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
The
assignee should include the following for purposes of
distribution:
|
|||||||
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
funds
to
|
|||||||
for
the account of
|
|||||||
account
number
|
or,
if mailed by check, to
|
||||||
Applicable
statements should be mailed to
|
|||||||
This
information is provided by
|
|||||||
assignee
named above, or
|
|||||||
its
agent.
|
EXHIBIT
A-2
Form
of
Class M-[_] Certificates
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP [__] SENIOR
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”).
EACH
HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE
THE
REPRESENTATIONS SET FORTH IN SECTION 6.02(h) OF THE POOLING AND SERVICING
AGREEMENT.
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY,
FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE 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 TRUSTEE 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
|
Adjustable
Pass-Through Rate
|
Class
M-[_] Subordinate
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
Xxxxx
0, 0000
|
Xxxxxxxxx
Initial Certificate Principal
Balance
of this Certificate as of the Cut-off
Date:
$[__________]
|
First
Distribution Date:
April
25, 2006
|
Initial
Certificate Principal Balance of this
Certificate
as of the Cut-off Date:
$[__________]
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[__________]
|
Last
Scheduled Distribution Date:
[__________],
2036
|
|
MORTGAGE-BACKED
CERTIFICATE
SERIES
2006-4
evidencing
a Percentage Interest in the distributions allocable to the Class M-[_]
Certificates with respect to a Trust Fund consisting primarily of a pool of
certain fixed rate, junior lien one- to four-family mortgage loans sold by
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments
II Inc., the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by
Structured Asset Mortgage Investments II Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of Structured
Asset
Mortgage Investments II Inc., the Master Servicer or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This
certifies that Cede & Co. is the registered owner of the 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 primarily of a pool of fixed rate mortgage loans that are secured
by
junior liens on one- to four- family residences (collectively, the “Mortgage
Loans”) sold by Structured Asset Mortgage Investments II Inc. (“XXXX XX”). The
Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) and Master Funding
LLC to XXXX XX. EMC will act as master servicer of the Mortgage Loans (in that
capacity, the “Master Servicer,” which term includes any successors thereto
under the Agreement referred to below). The Trust Fund was created pursuant
to
the Pooling and Servicing Agreement, dated as of the Cut-off Date specified
above (the “Agreement”), among XXXX XX, as depositor (the “Depositor”), EMC
Mortgage Corporation as a seller and as Master Servicer and LaSalle 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 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 Trustee will distribute on the 25th
day
of each month, or, if such 25th day is not a Business Day, the immediately
following Business Day (each, a “Distribution Date”), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding
such Distribution Date so long as such Certificate remains in book-entry form
(and otherwise, the close of business on the last Business Day of the month
immediately preceding the month of 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.
Each
holder of a Certificate or beneficial ownership shall be deemed to have made
the
representations set forth in Section 6.02(h) of the Pooling and Servicing
Agreement.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Trustee
in
writing as specified in the Agreement. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee
of
the pendency of such distribution and only upon presentation and surrender
of
this Certificate at the office or agency appointed by the Trustee for that
purpose and designated in such notice. The initial 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.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that the Trustee is
not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of each Class 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 Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate 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 Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to
the
termination of the Agreement) shall terminate upon the earlier of (i) the later
of (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 assets of the Trust Fund in accordance with the terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in the Agreement and (ii)
the Latest Possible Maturity Date (as defined in the Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
____________, 2006
|
LASALLE
BANK NATIONAL
ASSOCIATION,
not in its individual capacity
but
solely as Trustee
|
||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class [_]-M Certificates referred to in the within-mentioned
Agreement.
LASALLE
BANK NATIONAL
ASSOCIATION,
not in its
individual
capacity but solely as Trustee
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a 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
The
assignee should include the following for purposes of
distribution:
|
|||||||
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
funds
to
|
|||||||
for
the account of
|
|||||||
account
number
|
or,
if mailed by check, to
|
||||||
Applicable
statements should be mailed to
|
|||||||
This
information is provided by
|
|||||||
assignee
named above, or
|
|||||||
its
agent.
|
EXHIBIT
A-3
FORM
OF
CLASS B-[1][2][3][4] CERTIFICATES
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP [__] SENIOR
CERTIFICATES, CLASS M-[__] CERTIFICATES [,] [AND] [CLASS [__]-B-2 CERTIFICATES]
[,] [AND] [CLASS [,] [__]-B-3 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS
DEFINED BELOW).
THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE THERETO. 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 TRUSTEE NAMED HEREIN.
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, AS AMENDED (THE “CODE”).
[For
Class X-0, X-0 and B-3] [EACH HOLDER OF A CERTIFICATE OR BENEFICIAL OWNERSHIP
SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 6.02(h)
OF
THE POOLING AND SERVICING AGREEMENT.]
[For
Class B-4] [THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 5.02(D) OF THE AGREEMENT.]
[For
Class B-4] [NOTWITHSTANDING THE PREVIOUS PARAGRAPH, A CERTIFICATION WILL NOT
BE
REQUIRED WITH RESPECT TO THE TRANSFER OF THIS CERTIFICATE TO A DEPOSITORY,
OR
FOR ANY SUBSEQUENT TRANSFER OF THIS CERTIFICATE FOR SO LONG AS THIS CERTIFICATE
IS A BOOK-ENTRY CERTIFICATE. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED
TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE
(OR
INTEREST HEREIN) THAT SUCH TRANSFEREE IS A “QUALIFIED INSTITUTIONAL BUYER”
WITHIN THE MEANING OF RULE 144A UNDER THE 1933 ACT.]
[For
Class B-1, Class B-2 and Class B-3] [UNLESS THIS CERTIFICATE IS PRESENTED BY
AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE 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-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
DIFFERENT OR ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER
SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A
BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE OR UNLESS THE OPINION OF COUNSEL
SPECIFIED IN SECTION 6.02(h) OF THE AGREEMENT IS
PROVIDED.]
Certificate
No. [_]
|
Adjustable
Pass-Through Rate
|
Class
B-[1][2][3][4] Subordinate
|
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
Xxxxx
0, 0000
|
Xxxxxxxxx
Initial Certificate Principal
Balance
of this Certificate as of the Cut-off
Date:
$[__________]
|
First
Distribution Date:
April
25, 2006
|
Initial
Certificate Principal Balance of this
Certificate
as of the Cut-off Date:
$[__________]
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[__________]
|
Last
Scheduled Distribution Date:
[__________],
2036
|
|
MORTGAGE-BACKED
CERTIFICATE
SERIES
2006-4
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
certain fixed rate, junior lien one- to four-family mortgage loans sold by
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments
II Inc., the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by
Structured Asset Mortgage Investments II Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of Structured
Asset
Mortgage Investments II Inc., the Master Servicer or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This
certifies that ____________________ is the registered owner of the 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 primarily of a pool of fixed rate mortgage loans that are secured
by
junior liens on one- to four- family residences (collectively, the “Mortgage
Loans”) sold by Structured Asset Mortgage Investments II Inc. (“XXXX XX”). The
Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) and Master Funding
LLC to XXXX XX. EMC will act as master servicer of the Mortgage Loans (in that
capacity, the “Master Servicer,” which term includes any successors thereto
under the Agreement referred to below). The Trust Fund was created pursuant
to
the Pooling and Servicing Agreement, dated as of the Cut-off Date specified
above (the “Agreement”), among XXXX XX, as depositor (the “Depositor”), EMC
Mortgage Corporation as a seller and as Master Servicer and LaSalle 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 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 Trustee will distribute on the 25th
day
of each month, or, if such 25th day is not a Business Day, the immediately
following Business Day (each, a “Distribution Date”), commencing on the First
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Business Day immediately preceding
such Distribution Date so long as such Certificate remains in book-entry form
(and otherwise, the close of business on the last Business Day of the month
immediately preceding the month of 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 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 Trustee will
distribute on the 25th day of each month, or, if such 25th day is not a Business
Day, the immediately following Business Day (each, a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered at the close of business on the last
Business Day of the 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 Last Scheduled 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 Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Trustee
in
writing as specified in the Agreement. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee
of
the pendency of such distribution and only upon presentation and surrender
of
this Certificate at the office or agency appointed by the Trustee for that
purpose and designated in such notice. The initial 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 applicable 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 6.02 of the
Agreement. Notwithstanding the foregoing, the certifications will not be
required with respect to the transfer of this Certificate to a Depository,
or
for any subsequent transfer of this Certificate for so long as this Certificate
is a Book-Entry Certificate.]
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that the Trustee is
not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
[For
Class X-0, X-0 and B-3] [Each holder of a Certificate or beneficial ownership
shall be deemed to have made the representations set forth in Section 6.02(h)
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 or
the
Trustee, which will be deemed represented by an owner of a Book-Entry
Certificate or a Global Certificate or unless an Opinion of Counsel specified
in
section 6.02(h) of the Agreement is provided.]
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
and
the rights of the Certificateholders under the Agreement from time to time
by
the parties thereto with the consent of the Holders of each Class 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 Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate 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 Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of Depositor, the Master Servicer, the Trustee
or any such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to
the
termination of the Agreement) shall terminate upon the earlier of (i) the later
of (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 assets of the Trust Fund in accordance with the terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than a certain percentage of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date as set forth
in
the Agreement. The exercise of such right will effect the early retirement
of
the Certificates. In no event, however, will the Trust Fund created by the
Agreement continue beyond the earlier of (i) the expiration of 21 years after
the death of certain persons identified in Section 10.01 of the Agreement and
(ii) the Latest Possible Maturity Date as specified in the
Agreement.
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
____________, 2006
|
LASALLE
BANK NATIONAL
ASSOCIATION,
not in its individual capacity
but
solely as Trustee
|
||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class B-[1][2][3][4] Certificates referred to in the within-mentioned
Agreement.
LASALLE
BANK NATIONAL
ASSOCIATION,
not in its
individual
capacity but solely as Trustee
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a 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
The
assignee should include the following for purposes of
distribution:
|
|||||||
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
funds
to
|
|||||||
for
the account of
|
|||||||
account
number
|
or,
if mailed by check, to
|
||||||
Applicable
statements should be mailed to
|
|||||||
This
information is provided by
|
|||||||
assignee
named above, or
|
|||||||
its
agent.
|
EXHIBIT
A-4
Form
of Class C Certificates
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE GROUP [_] SENIOR
CERTIFICATES, THE CLASS M-[_] CERTIFICATES AND THE CLASS B-[_] CERTIFICATES
AS
DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986 (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY
BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
144A
UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
(A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A
QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
(IF
AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
D
UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE
FORM
PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER
EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER
IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH
CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES
AND
ANY OTHER APPLICABLE JURISDICTION.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A REPRESENTATION PURSUANT TO SECTION 6.02(h) OF THE AGREEMENT
OR
AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE 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, THE MASTER SERVICER
OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN
IN THE AGREEMENT.
Certificate
No.1
|
Percentage
Interest: 100%
|
Class
C
|
Adjustable
Pass-Through Rate
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
March
1, 2006
|
Initial
Certificate Notional Amount of this
Certificate
as of the Cut-off Date:
$[__________]
|
First
Distribution Date:
April
25, 2006
|
Aggregate
Certificate Notional Amount of this
Certificate
as of the Cut-off Date:
$[__________]
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[__________]
|
Last
Scheduled Distribution Date:
[__________],
2036
|
|
MORTGAGE-BACKED
CERTIFICATE
SERIES
2006-4
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 certain fixed
rate, junior lien one- to four-family mortgage loans sold by STRUCTURED ASSET
MORTGAGE INVESTMENTS II INC.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments
II Inc., the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by
Structured Asset Mortgage Investments II Inc., the Master Servicer or the
Trustee or any of their affiliates or any other person. None of Structured
Asset
Mortgage Investments II Inc., the Master Servicer or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This
certifies that __________________ is the registered owner of the 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 primarily of a pool of fixed rate mortgage loans that are secured
by
junior liens on one- to four- family residences (collectively, the “Mortgage
Loans”) sold by Structured Asset Mortgage Investments II Inc. (“XXXX XX”). The
Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) and Master Funding
LLC (“Master Funding LLC”, and together with EMC, the “Sellers”) to XXXX XX. EMC
will act as master servicer of the Mortgage Loans (in that capacity, the “Master
Servicer,” which term includes any successors thereto under the Agreement
referred to below). The Trust Fund was created pursuant to the Pooling and
Servicing Agreement, dated as of the Cut-off Date specified above (the
“Agreement”), among XXXX XX, as depositor (the “Depositor”), EMC Mortgage
Corporation as a seller and as Master Servicer and LaSalle Bank National
Association, as trustee (the “Trustee”), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.
The
Trustee will distribute on the 25th day of each month, or, if such 25th day
is
not a Business Day, the immediately following Business Day (each, a
“Distribution Date”), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last 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.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Trustee
in
writing as specified in the Agreement. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee
of
the pendency of such distribution and only upon presentation and surrender
of
this Certificate at the office or agency appointed by the Trustee for that
purpose and designated in such notice.
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
Trustee 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, 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 Trustee 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 Depositor, the Sellers 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 Class C Certificate will be made unless the Trustee shall
have
received either (i) the Opinion of Counsel set forth in Section 6.02(h) of
the
Agreement or (ii) a representation letter under Section 6.02 of the Agreement,
in the form as described by the Agreement, stating that the transferee is not
an
employee benefit or other plan subject to the prohibited transaction provisions
of ERISA or Section 4975 of the Code (a “Plan”), or any other person acting,
directly or indirectly, on behalf of or purchasing any Certificate with “plan
assets” of any Plan.
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that the Trustee is
not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
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 Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate 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 Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Trustee or any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to
the
termination of the Agreement) shall terminate upon the earlier of (i) the later
of (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 assets of the Trust Fund in accordance with the terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in Section 10.01 of the
Agreement and (ii) the Latest Possible Maturity Date (as defined in the
Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
____________, 2006
|
LASALLE
BANK NATIONAL
ASSOCIATION,
not in its individual capacity
but
solely as Trustee
|
||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class C Certificates referred to in the within-mentioned
Agreement.
LASALLE
BANK NATIONAL
ASSOCIATION,
not in its
individual
capacity but solely as Trustee
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a 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
The
assignee should include the following for purposes of
distribution:
|
|||||||
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
funds
to
|
|||||||
for
the account of
|
|||||||
account
number
|
or,
if mailed by check, to
|
||||||
Applicable
statements should be mailed to
|
|||||||
This
information is provided by
|
|||||||
assignee
named above, or
|
|||||||
its
agent.
|
EXHIBIT
A-5
Form
of Class R[-1][-2][-3][X] 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 MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A REPRESENTATION PURSUANT TO SECTION 6.02(h) OF THE AGREEMENT
OR
AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE 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 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 TRUSTEE THAT (1)
SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION
THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY
OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION
IF
ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR XXXXXXX MAC, A MAJORITY
OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN
CERTAIN FARMERS’ COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS
EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION
IS
SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED
BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL
ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION 1381(a)(2)(C) OF THE
CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING
HEREIN REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR (F) AN AGENT OF A
DISQUALIFIED ORGANIZATION, (2) SUCH TRANSFEREE IS A UNITED STATES PERSON UNDER
SECTION 7701 OF THE CODE, (3) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX AND (4) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR
ANY
TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR 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[-1][-2][-3][X]
|
Percentage
Interest: 100%
|
Date
of Pooling and Servicing Agreement
and
Cut-off Date:
March
1, 2006
|
|
First
Distribution Date:
April
25, 2006
|
|
Master
Servicer:
EMC
Mortgage Corporation
|
CUSIP:
[__________]
|
Last
Scheduled Distribution Date:
[__________],
2036
|
|
MORTGAGE-BACKED
CERTIFICATE
SERIES
2006-4
evidencing
a fractional undivided interest in the distributions allocable to the Class
R[-1][-2][-3][X] Certificates with respect to a Trust Fund consisting primarily
of a pool of certain fixed rate, junior lien one- to four-family mortgage loans
sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
This
Certificate is payable solely from the assets of the Trust Fund, and does not
represent an obligation of or interest in Structured Asset Mortgage Investments
II Inc., the Master Servicer or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by
Structured Asset Mortgage Investments II Inc., the Master Servicer, the Trustee
or any of their affiliates or any other person. None of Structured Asset
Mortgage Investments II Inc., the Master Servicer or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This
certifies that Bear, Xxxxxxx Securities Corp. is the registered owner of the
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 primarily of a pool of fixed rate mortgage loans that
are
secured by junior liens on one- to four- family residences (collectively, the
“Mortgage Loans”) sold by Structured Asset Mortgage Investments II Inc. (“XXXX
XX”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) and
Master Funding LLC to XXXX XX. EMC will act as master servicer of the Mortgage
Loans (in that capacity, the “Master Servicer,” which term includes any
successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement, dated as of the Cut-off
Date specified above (the “Agreement”), among XXXX XX, as depositor (the
“Depositor”), EMC Mortgage Corporation as a seller and as Master Servicer and
LaSalle 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 Permitted
Transferee, (ii) the transfer of any Ownership Interest in this Certificate
will
be conditioned upon the delivery to the Trustee of, among other things, an
affidavit to the effect that it is a 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 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
Trustee will distribute on the 25th day of each month, or, if such 25th day
is
not a Business Day, the immediately following Business Day (each, a
“Distribution Date”), commencing on the First Distribution Date specified above,
to the Person in whose name this Certificate is registered at the close of
business on the last 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.
Distributions
on this Certificate will be made by the Trustee by check mailed to the address
of the Person entitled thereto as such name and address shall appear on the
Certificate Register or, if such Person so requests by notifying the Trustee
in
writing as specified in the Agreement. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee
of
the pendency of such distribution and only upon presentation and surrender
of
this Certificate at the office or agency appointed by the Trustee for that
purpose and designated in such notice.
No
transfer of this Class R[-1][-2][-3][-X] Certificate will be made unless the
Trustee shall have received either (i) the Opinion of Counsel set forth in
Section 6.02(h) of the Agreement or (ii) a representation letter under Section
6.02 of the Agreement, in the form as described by the Agreement, stating that
the transferee is not an employee benefit or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code (a
“Plan”), or any other person acting, directly or indirectly, on behalf of or
purchasing any Certificate with “plan assets” of any Plan.
This
Certificate is one of a duly authorized issue of Certificates designated as
set
forth on the face hereof (the “Certificates”). The Certificates, in the
aggregate, evidence the entire beneficial ownership interest in the Trust Fund
formed pursuant to the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the Trust Fund for payment hereunder and that the Trustee is
not
liable to the Certificateholders for any amount payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject
to
any liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced hereby, and the rights, duties and immunities
of the Trustee.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor
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 Trustee upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee for such purposes, duly endorsed by, or accompanied
by
a written instrument of transfer in form satisfactory to the Trustee duly
executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate 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 Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith. The
Depositor, the Master Servicer, the Trustee and any agent of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of Depositor, the Master Servicer, the Trustee
or any such agent shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby (other
than the obligations to make payments to Certificateholders with respect to
the
termination of the Agreement) shall terminate upon the earlier of (i) the later
of (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 assets of the Trust Fund in accordance with the terms
of the Agreement. Such optional repurchase may be made only on or after the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans is less than or equal to a certain percentage of the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set
forth in the Agreement. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the earlier of (i) the expiration
of 21
years after the death of certain persons identified in Section 10.01 of the
Agreement and (ii) the Latest Possible Maturity Date (as defined in the
Agreement).
Unless
this Certificate has been countersigned by an authorized signatory of the
Trustee by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement, or be valid for any purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
____________, 2006
|
LASALLE
BANK NATIONAL
ASSOCIATION,
not in its individual capacity
but
solely as Trustee
|
||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Class R[-1][-2][-3][X] Certificates referred to in the
within-mentioned Agreement.
LASALLE
BANK NATIONAL
ASSOCIATION,
not in its
individual
capacity but solely as Trustee
|
|||||||||||||
By:
|
|||||||||||||
Authorized
Signatory
|
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
__________________________________ (Please print or typewrite name and address
including postal zip code of assignee) a 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
The
assignee should include the following for purposes of
distribution:
|
|||||||
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
funds
to
|
|||||||
for
the account of
|
|||||||
account
number
|
or,
if mailed by check, to
|
||||||
Applicable
statements should be mailed to
|
|||||||
This
information is provided by
|
|||||||
assignee
named above, or
|
|||||||
its
agent.
|
EXHIBIT
B
MORTGAGE
LOAN SCHEDULE
ZIP_CODE STATE CITY1 PROPTYPE ---------------------------------------------------------------------------------------------------------------------- 27107 NC WINSTON SALEM Condominium 86322 AZ CAMP VERDE Single Family 92881 CA CORONA Condominium 92230 CA CABAZON Single Family 73131 OK OKLAHOMA CITY PUD 77083 TX HOUSTON PUD 77040 TX HOUSTON PUD 76542 TX KILLEEN Single Family 85296 AZ XXXXXXX PUD 24521 VA AMHERST 2-4 Family 77382 TX THE WOODLANDS Condominium 2364 MA KINGSTON Single Family 94531 CA ANTIOCH Single Family 30040 GA CUMMING PUD 66061 KS XXXXXX XXX 00000 CA PALMDALE Single Family 66047 KS XXXXXXXX Single Family 77082 TX HOUSTON Townhouse 92881 CA AREA OF CORONA Single Family 95404 CA SANTA XXXX Single Family 21157 MD WESTMINSTER Single Family 89156 NV LAS VEGAS Single Family 89031 NV LAS VEGAS Single Family 92020 CA EL CAJON Condominium 89110 NV LAS VEGAS Single Family 89144 NV LAS VEGAS Condominium 68037 NE LOUISVILLE Single Family 23059 VA XXXX XXXXX PUD 20746 MD SUITLAND Single Family 20906 MD SILVER SPRING Condominium 33155 FL MIAMI Single Family 90062 CA LOS ANGELES 2-4 Family 84084 UT WEST JORDAN Single Family 84043 UT LEHI Single Family 55121 MN EAGAN Single Family 83676 ID XXXXXX Single Family 28078 NC HUNTERSVILLE PUD 33908 FL FORT XXXXX PUD 73118 OK OKLAHOMA CITY Single Family 76001 TX ARLINGTON Single Family 34652 FL NORTH PORT XXXXXX Single Family 76110 TX FORT WORTH Single Family 20879 MD GAITHERSBURG PUD 27541 NC HURDLE XXXXX Single Family 21234 MD BALTIMORE Townhouse 60636 IL CHICAGO Single Family 33773 FL LARGO Condominium 64030 MO GRANDVIEW Single Family 37086 TN LA VERGNE Single Family 85224 AZ XXXXXXXX Single Family 92882 CA CORONA Condominium 85340 AZ LITCHFIELD PARK PUD 98405 WA TACOMA Single Family 48227 MI DETROIT 2-4 Family 30288 GA XXXXXX Single Family 33626 FL TAMPA Condominium 8232 NJ PLEASANTVILLE 2-4 Family 94603 CA OAKLAND 2-4 Family 80020 CO BROOMFIELD Single Family 55433 MN XXXX RAPIDS Single Family 78254 TX SAN ANTONIO PUD 75211 TX DALLAS Single Family 44663 OH NEW PHILADELPHIA Single Family 23324 VA CHESAPEAKE Single Family 98003 WA FEDERAL WAY Single Family 60073 IL HAINESVILLE Single Family 32164 FL PALM COAST Single Family 44121 OH CLEVELAND Single Family 80549 CO XXXXXXXXXX XXX 00000 GA SUWANEE PUD 32084 FL SAINT AUGUSTINE Single Family 70814 LA BATON ROUGE Single Family 29681 SC SIMPSONVILLE PUD 29078 SC LUGOFF Single Family 30331 GA ATLANTA PUD 90044 CA LOS ANGELES Single Family 80906 CO COLORADO SPRINGS Single Family 85283 AZ TEMPE Single Family 85383 AZ PEORIA PUD 91343 CA NORTH HILLS Single Family 22485 VA KING XXXXXX Single Family 30019 GA DACULA Single Family 80221 CO DENVER Single Family 17046 PA LEBANON 2-4 Family 22701 VA CULPEPER PUD 1440 MA XXXXXXX 2-4 Family 21234 MD BALTIMORE Condominium 65049 MO LAKE OZARK Hi-Rise Condo 75040 TX GARLAND Single Family 20817 MD BETHESDA Single Family 80003 CO ARVADA Single Family 76249 TX KRUM PUD 38744 XX XXXX XXXXX Single Family 4073 ME XXXXXXX Single Family 22192 VA WOODBRIDGE PUD 94558 CA NAPA Single Family 30052 GA LOGANVILLE PUD 95035 CA MILPITAS Single Family 95132 CA SAN XXXX Single Family 7734 NJ KEANSBURG 2-4 Family 89149 NV LAS VEGAS PUD 48227 MI DETROIT Single Family 43004 OH BLACKLICK Single Family 90006 CA LOS ANGELES Single Family 85714 AZ TUCSON Single Family 94578 CA SAN LEANDRO Single Family 85222 AZ CASA GRANDE Single Family 75225 TX UNIVERSITY PARK Single Family 92691 CA MISSION VIEJO Condominium 55001 MN AFTON Single Family 91335 CA LOS ANGELES Single Family 85239 AZ MARICOPA PUD 30024 GA SUWANEE PUD 44138 OH OLMSTED FALLS Single Family 33127 FL MIAMI Single Family 21216 MD BALTIMORE Single Family 43110 OH CANAL WINCHESTER Single Family 3045 NH GOFFSTOWN Single Family 91730 CA CUCAMONGA Single Family 85201 AZ MESA Single Family 30121 GA CARTERSVILLE 2-4 Family 6770 CT NAUGATUCK Single Family 0000 XX XXXXXXX XXXXX 2-4 Family 21229 MD BALTIMORE Single Family 6708 CT WATERBURY Single Family 75056 TX THE COLONY PUD 85223 AZ ARIZONA CITY Single Family 55912 MN AUSTIN Single Family 3079 NH SALEM Single Family 21144 MD SEVERN Condominium 7103 NJ XXXXXX 0-0 Xxxxxx 0000 XX XXXXXXX 2-4 Family 2744 MA NEW BEDFORD 2-4 Family 2301 MA BROCKTON 2-4 Family 4254 ME LIVERMORE FALLS Single Family 63020 MO DE XXXX Single Family 1841 MA LAWRENCE 2-4 Family 7103 NJ NEWARK 2-4 Family 0000 XX XXXXXXXXXX 2-4 Family 32824 FL ORLANDO PUD 94544 CA HAYWARD Single Family 20011 DC WASHINGTON Condominium 89081 NV NORTH LAS VEGAS PUD 60477 IL TINLEY PARK Condominium 92240 CA DESERT HOT SPRINGS 2-4 Family 30168 GA AUSTELL PUD 30228 GA HAMPTON Single Family 30228 GA HAMPTON PUD 30068 GA MARIETTA Single Family 78641 TX LEANDER PUD 20176 VA WARRENTON PUD 27410 NC GREENSBORO Single Family 30213 GA FAIRBURN PUD 30252 GA MCDONOUGH Single Family 33027 FL XXXXXXX XXX 00000 FL TALLAHASSEE Single Family 32207 FL JACKSONVILLE Single Family 19904 DE DOVER Single Family 30315 GA ATLANTA Single Family 30253 GA MCDONOUGH PUD 92501 CA RIVERSIDE Single Family 64030 MO GRANDVIEW Single Family 30115 GA CANTON PUD 30044 GA LAWRENCEVILLE Single Family 30022 GA ALPHARETTA PUD 46033 IN CARMEL PUD 30040 GA CUMMING PUD 33179 FL NORTH MIAMI BEACH Single Family 92173 CA SAN YSIDRO Condominium 30134 GA DOUGLASVILLE PUD 20111 VA MANASSAS Single Family 28226 NC CHARLOTTE Single Family 35215 AL BIRMINGHAM Single Family 80232 CO DENVER Single Family 60617 IL CHICAGO 2-4 Family 8004 NJ ATCO Single Family 28262 NC CHARLOTTE Single Family 63367 MO XXXX XXXXX XXXXX XXX 00000 VA CENTREVILLE PUD 78634 TX HUTTO Single Family 85379 AZ SURPRISE Single Family 11554 NY EAST MEADOW Single Family 33309 FL FT LAUDERDALE Condominium 84025 UT FARMINGTON Single Family 93222 CA PINE MOUNTAIN CLUB PUD 30078 GA SNELLVILLE 2-4 Family 85719 AZ TUCSON 2-4 Family 30078 GA SNELLVILLE 2-4 Family 80022 CO COMMERCE CITY 2-4 Family 75023 TX PLANO Single Family 75217 TX DALLAS Single Family 93529 CA INDEPENDENCE Single Family 60118 IL WEST DUNDEE Single Family 95219 CA XXXXXXXX XXX 00000 MN EDINA Single Family 30310 GA ATLANTA Single Family 40031 KY LAGRANGE Single Family 89084 NV NORTH LAS VEGAS PUD 78239 TX SAN ANTONIO Single Family 85020 AZ PHOENIX Condominium 89139 NV LAS VEGAS Single Family 33549 FL XXXX PUD 63052 MO IMPERIAL PUD 89117 NV LAS VEGAS Single Family 20747 MD DISTRICT HEIGHTS Single Family 55318 MN CHASKA Condominium 33647 FL TAMPA PUD 95020 CA GILROY Single Family 33167 FL NORTH MIAMI Single Family 32967 FL VERO BEACH Single Family 60617 IL CHICAGO 2-4 Family 60636 IL CHICAGO 2-4 Family 34698 FL DUNEDIN Single Family 85614 AZ GREEN VALLEY PUD 55301 MN ALBERTVILLE PUD 90066 CA LOS ANGELES Single Family 80906 CO COLORADO SPRINGS PUD 48118 MI CHELSEA Single Family 34114 FL NAPLES PUD 78539 TX EDINBURG 2-4 Family 11432 NY JAMAICA 2-4 Family 11420 NY SOUTH OZONE PARK Single Family 83401 ID IDAHO FALLS Single Family 75070 TX MC XXXXXX PUD 48227 MI DETROIT 2-4 Family 38002 TN ARLINGTON Single Family 85706 AZ TUCSON Single Family 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30012 GA XXXXXXX PUD 30012 GA XXXXXXX PUD 30045 GA LAWRENCEVILLE PUD 32805 FL ORLANDO Single Family 7060 NJ PLAINFIELD 2-4 Family 7060 NJ PLAINFIELD Single Family 85340 AZ LITCHFIELD PARK PUD 66223 KS OVERLAND PARK Single Family 85220 AZ APACHE XXXXXXXX 0-0 Xxxxxx 00000 XX XXXXXXXX XXX 00000 CO PUEBLO 2-4 Family 75040 TX GARLAND Single Family 21061 MD XXXX BURNIE Single Family 90026 CA LOS ANGELES 2-4 Family 60525 IL INDIAN HEAD PARK Condominium 20721 MD UPPER MARLBORO Single Family 94132 CA SAN FRANCISCO Single Family 92704 CA DIAMOND Condominium 60449 IL MONEE PUD 22191 VA WOODBRIDGE Single Family 89146 NV LAS VEGAS Single Family 21244 MD WINDSOR MILL Single Family 56001 MN MANKATO 2-4 Family 80109 CO XXXXXX XXXX XXX 00000 XX XXXXXX Single Family 72712 AR BENTONVILLE PUD 37214 TN NASHVILLE Single Family 85929 AZ LAKESIDE PUD 85929 AZ LAKESIDE Single Family 85929 AZ LAKESIDE Single Family 32824 FL ORLANDO Condominium 92104 CA SAN DIEGO PUD 2043 MA HINGHAM Single Family 97362 OR MOUNT 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Single Family 33706 FL TREASURE ISLAND Condominium 75002 TX XXXXX PUD 46112 IN BROWNSBURG Single Family 00000 XX XXXX XXXX XXX 00000 GA XXXXXXXXX PUD 23832 VA CHESTERFIELD Single Family 29456 SC XXXXXX PUD 20740 MD COLLEGE PARK Single Family 94131 CA SAN FRANCISCO Single Family 85929 AZ LAKESIDE Single Family 55128 MN OAKDALE Single Family 20164 VA STERLING Single Family 43230 OH COLUMBUS PUD 23224 VA RICHMOND Single Family 8873 NJ SOMERSET Condominium 89129 NV LAS VEGAS PUD 40299 KY LOUISVILLE Single Family 6360 CT NORWICH 2-4 Family 2135 MA BRIGHTON 2-4 Family 32907 FL PALM BAY Single Family 85323 AZ AVONDALE Single Family 6516 CT WEST HAVEN Single Family 24551 VA FOREST Single Family 80906 CO COLORADO SPRINGS Condominium 30093 GA NORCROSS 2-4 Family 22193 VA WOODBRIDGE Single Family 30093 GA NORCROSS Single Family 92114 CA SAN DIEGO Single Family 33467 FL LAKE WORTH PUD 33594 FL VALRICO PUD 32828 FL ORLANDO PUD 48187 MI CANTON Single Family 8873 NJ SOMERSET Condominium 80520 CO 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TX LANCASTER Single Family 98042 WA XXXXXXXXX Single Family 77086 TX HOUSTON PUD 22191 VA WOODBRIDGE PUD 85239 AZ MARICOPA PUD 85219 AZ APACHE JUNCTION Single Family 85207 AZ MESA PUD 76028 TX BURLESON Single Family 21215 MD BALTIMORE Single Family 20653 MD LEXINGTON PARK Single Family 55417 MN MINNEAPOLIS Condominium 84115 UT SALT LAKE CITY Single Family 84095 UT SOUTH JORDAN Single Family 48858 MI MOUNT PLEASANT Single Family 60651 IL CHICAGO 2-4 Family 60085 IL WAUKEGAN Condominium 30328 GA ATLANTA Condominium 89131 NV LAS VEGAS Single Family 34741 FL KISSIMMEE Condominium 34743 FL KISSIMMEE PUD 60440 IL BOLINGBROOK Condominium 34606 FL SPRING HILL Single Family 85225 AZ CHANDLER PUD 80020 CO BROOMFIELD Single Family 80129 CO HIGHLANDS RANCH Condominium 80013 CO AURORA Single Family 80234 CO NORTHGLENN Single Family 31404 GA SAVANNAH 2-4 Family 30458 GA STATESBORO Single Family 22182 VA VIENNA Single Family 21704 MD XXXXXXXXX Single Family 20874 MD XXXXXXXXXX XXX 00000 MD RIVERDALE 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Single Family 21229 MD BALTIMORE Townhouse 20110 VA MANASAS Townhouse 20770 MD GREENBELT Condominium 20164 VA STERLING Single Family 93311 CA BAKERSFIELD Condominium 20722 MD BRENTWOOD Single Family 21214 MD BALTIMORE Single Family 20743 MD CAPITAL HEIGHTS Single Family 22554 VA STAFFARD Condominium 20707 MD LAUREL Single Family 21217 MD BALTIMORE Townhouse 21102 MD MANCHESTER Single Family 20886 MD GAITHERSBRUG Townhouse 23228 VA RICHMOND Single Family 20878 MD GAIHTHERSBURG Condominium 20874 MD XXXXXXXXXX XXX 00000 VA ALEXANDRIA Condominium 27713 NC DURHAM PUD 20746 MD SUITLAND Single Family 27520 NC XXXXXXX Single Family 20879 MD GAITHERSBURG Single Family 28557 NC XXXXXXXX XXXX XXX 00000 MD XXXXXXX XXX 00000 DC WASHINGTON Condominium 23089 VA LANEXA Single Family 21703 MD XXXXXXXXX Single Family 20879 MD XXXXXXXXXXXX XXX 00000 VA WOODBRIDGE Townhouse 28532 NC HAVELOCK Single Family 20746 MD SUITLAND Single Family 21788 MD THURMONT Single Family 27605 NC RALEIGH Condominium 22556 VA 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VA MANASSAS PUD 20109 VA MANASSAS PUD 31326 GA XXXXXX Single Family 31322 GA POOLER PUD 31401 GA SAVANNAH 2-4 Family 31404 GA SAVANNAH Single Family 21222 MD DUNDALK Single Family 8724 NJ BRICK Single Family 34209 FL BRADENTON Single Family 32092 FL ST AUGUSTINE PUD 84088 UT WEST JORDAN Single Family 84088 UT WEST JORDAN Single Family 85326 AZ BUCKEYE PUD 85326 AZ BUCKEYE PUD 85374 AZ SURPRISE PUD 85374 AZ SURPRISE PUD 30349 GA COLLEGE PARK PUD 30512 GA FLOWERY BRANCH PUD 75791 TX WHITEHOUSE Single Family 30517 GA BRASELTON PUD 30281 GA STOCKBRIDGE Single Family 33024 FL HOLLYWOOD Condominium 77084 TX HOUSTON PUD 77373 TX SPRING PUD 77521 TX BAYTOWN PUD 78640 TX XXXX PUD 78617 TX XXX XXXXX XXX 00000 XX XXX XXXXX XXX 00000 TX LEANDER PUD 78621 TX ELGIN PUD 43021 OH GALENA Single Family 28173 NC WAXHAW PUD 28173 NC WAXHAW PUD 28027 NC CONCORD PUD 28027 NC CONCORD PUD 60123 IL ELGIN Townhouse 60123 IL ELGIN PUD 20111 VA MANASSAS PARK Condominium 22655 VA XXXXXXXX CITY PUD 20136 VA BRISTOW PUD 22655 VA XXXXXXXX CITY PUD 22026 VA XXXXXXXX XXX 00000 FL JACKSONVILLE Condominium 29466 SC MT PLEASANT PUD 78261 TX SAN ANTONIO PUD 78249 TX SAN ANTONIO PUD 29072 SC LEXINGTON PUD 29212 SC COLUMBIA PUD 29680 SC XXXXXXXXXXXX XXX 00000 CO BRIGHTON PUD 80602 CO XXXXXXXX PUD 80602 CO XXXXXXXX Condominium 97123 OR HILLSBORO PUD 97123 OR HILLSBORO PUD 33572 FL XXXXXX XXXXX XXX 00000 AZ PHOENIX Condominium 85008 AZ PHOENIX Condominium 85243 AZ XXXXX XXXXX XXX 00000 IN PLAINFIELD PUD 75098 TX XXXXX XXX 00000 TN SMYRNA PUD 37013 TN ANTIOCH PUD 37013 TN ANTIOCH Townhouse 23831 VA XXXXXXX PUD 33458 FL JUPITER Condominium 30040 GA CUMMING PUD 30126 GA MABLETON Condominium 30126 GA MABLETON Condominium 30126 GA MABLETON Condominium 48335 MI FARMINGTON HILLS Single Family 48423 MI XXXXXXX Condominium 21811 MD BERLIN PUD 29576 SC MURRELLS INLET Condominium 89139 NV LAS VEGAS PUD 89139 NV LAS VEGAS Single Family 89085 NV N LAS VEGAS, PUD 89081 NV NORTH LAS VEGAS PUD 89081 NV NORTH LAS VEGAS PUD 89085 NV N LAS VEGAS PUD 89085 NV N LAS VEGAS PUD 89085 NV N LAS VEGAS PUD 89139 NV LAS VEGAS PUD 93720 CA FRESNO Single Family 93227 CA GOSHEN Single Family 93657 CA SANGER 2-4 Family 28209 NC CHARLOTTE Condominium 33617 FL TAMPA Single Family 85351 AZ SUN CITY PUD 85008 AZ PHOENIX Single Family 85233 AZ XXXXXXX PUD 85032 AZ PHOENIX Single Family 85225 AZ CHANDLER Condominium 32757 FL MT XXXX PUD 35749 AL HARVEST Single Family 80249 CO DENVER PUD 80126 CO HIGHLANDS RANCH PUD 80123 CO LITTLETON Single Family 89406 NV FALLON Single Family 89431 NV SPARKS Single Family 89433 NV SUN VALLEY PUD 89704 NV XXXXXX CITY Single Family 32218 FL JACKSONVILLE PUD 32065 FL XXXXXX XXXX XXX 00000 FL XXXXXXXX Condominium 32669 FL XXXXXXXX Condominium 75126 TX XXXXXX PUD 75160 TX XXXXXXX Single Family 75491 TX WHITEWRIGHT Single Family 75002 TX XXXXX Single Family 76258 TX PILOT POINT Single Family 20124 VA CLIFTON Single Family 20016 DC WASHINGTON Townhouse 22191 VA WOODBRIDGE Condominium 23235 VA RICHMOND Townhouse 23661 VA HAMPTON Single Family 22026 VA DUMFRIES Condominium 22150 VA SPRINGFIELD PUD 78109 TX CONVERSE PUD 27612 NC RALEIGH Single Family 34736 FL GROVELAND PUD 32757 FL XXXXX XXXX XXX 00000 XX XXXXXX XXXXXX Single Family 33018 FL HIALEAH Single Family 33904 FL CAPE CORAL Single Family 84037 UT KAYSVILLE Single Family 84117 UT SALT LAKE CITY Condominium 63128 MO SAINT LOUIS PUD 8215 NJ EGG HARBOR CITY Single Family 3054 NH MERRIMACK Single Family 30120 GA CARTERSVILLE Single Family 33417 FL WEST PALM BEACH Condominium 92315 CA BIG BEAR LAKE Single Family 32784 FL UMATILLA Single Family 87144 NM RIO RANCHO Single Family 87108 NM ALBUQUERQUE Single Family 87110 NM ALBUQUERQUE Single Family 5452 VT ESSEX JUNCTION PUD 32909 FL PALM BAY Single Family 98295 WA SUMAS Condominium 98026 WA XXXXXXX Condominium 98516 WA LACEY PUD 98557 WA MCCLEARY PUD 00000 XX OLYMPIA Single Family 98038 WA MAPLE VALLEY PUD 98117 WA SEATTLE Single Family 98038 WA MAPLE VALLEY PUD 2184 MA BRAINTREE Single Family 89143 NV LAS VEGAS PUD 32808 FL ORLANDO Single Family 75208 TX DALLAS Single Family 87120 NM ALBUQUERQUE Single Family 93280 CA WASCO 2-4 Family 85051 AZ PHOENIX Townhouse 92604 CA IRVINE PUD 85027 AZ PHOENIX Single Family 55056 MN NORTH BRANCH Single Family 20176 VA LEESBURG PUD 92805 CA ANAHEIM Single Family 85255 AZ SCOTTSDALE PUD 85242 AZ QUEEN CREEK Single Family 85242 AZ QUEEN CREEK PUD 20187 VA WARRENTON Single Family 92253 CA LA QUINTA Single Family 85268 AZ FOUNTAIN HILLS PUD 20110 VA MANASSAS PUD 85340 AZ LITCHFIELD PARK PUD 86401 AZ KINGMAN Single Family 20784 MD HYATTSVILLE Single Family 85297 AZ XXXXXXX PUD 85236 AZ XXXXXX PUD 33131 FL MIAMI Hi-Rise Condo 85016 AZ PHOENIX Single Family 86406 AZ LAKE HAVASU CITY Single Family 29527 SC XXXXXX Single Family 91752 CA MIRA LOMA Single Family 20112 VA MANASSAS Single Family 8085 NJ WOOLWICH Single Family 20155 VA GAINESVILLE PUD 20784 MD HYATTSVILLE Single Family 92124 CA SAN DIEGO Single Family 32738 FL DELTONA Single Family 55331 MN SHOREWOOD PUD 55412 MN MINNEAPOLIS Single Family 85037 AZ PHOENIX PUD 89118 NV LAS VEGAS Condominium 89074 NV HENDERSON PUD 89139 NV LAS VEGAS PUD 89032 NV LAS VEGAS PUD 77017 TX HOUSTON 2-4 Family 89052 NV XXXXXXXXX PUD 92308 CA APPLE VALLEY PUD 89032 NV LAS VEGAS PUD 89085 NV NORTH LAS VEGAS PUD 85258 AZ SCOTTSDALE Condominium 20164 VA STERLING Condominium 90715 CA LAKEWOOD 2-4 Family 20110 VA MANASSAS Single Family 85388 AZ SURPRISE PUD 11423 NY XXXXXX Single Family 21220 MD MIDDLE RIVER PUD 22191 VA WOODBRIDGE Townhouse 20112 VA MANASSAS PUD 23221 VA RICHMOND Single Family 92130 CA SAN DIEGO Condominium 85050 AZ PHOENIX Single Family 86326 AZ COTTONWOOD Single Family 55371 MN PRINCETON Single Family 91701 CA XXXXXX XXXXXXXXX XXX 00000 MN MANKATO Single Family 85745 AZ TUCSON Townhouse 85032 AZ PHOENIX PUD 20181 VA NOKESVILLE Single Family 92201 CA INDIO PUD 75052 TX GRAND PRAIRIE PUD 85239 AZ MARICOPA Single Family 86351 AZ SEDONA Single Family 88130 NM PORTALES Single Family 85042 AZ PHOENIX Single Family 20120 VA CENTREVILLE PUD 85260 AZ SCOTTSDALE Condominium 98230 WA BLAINE Single Family 7632 NJ ENGLEWOOD CLIFFS Single Family 91606 CA NORTH HOLLYWOOD Single Family 55750 MN XXXX LAKES Single Family 28216 NC CHARLOTTE PUD 23831 VA CHESTER PUD 76119 TX FORT WORTH Single Family 22734 VA REMINGTON Single Family 93012 CA CAMARILLO Condominium 33065 FL CORAL SPRINGS 2-4 Family 22003 VA ANNANDALE Single Family 33417 FL WEST PALM BEACH Condominium 63107 MO SAINT LOUIS 2-4 Family 10950 NY MONROE Single Family 63107 MO SAINT LOUIS 2-4 Family 55364 MN MOUND Single Family 90720 CA LOS ALAMITOS Single Family 85225 AZ CHANDLER PUD 22310 VA XXXXXXXXXX XXX 00000 MN ANOKA Single Family 86326 AZ COTTONWOOD Single Family 98272 WA MONROE Single Family 92314 CA BIG BEAR CITY Single Family 73703 OK ENID Single Family 85306 AZ GLENDALE Single Family 20877 MD GAITHERSBURG Condominium 92882 CA CORONA Single Family 20176 VA LEESBURG PUD 30290 GA XXXXXX PUD 90806 CA LONG BEACH Single Family 92220 CA BANNING Single Family 85396 AZ BUCKEYE PUD 20832 MD XXXXX XXX 00000 AZ PEORIA PUD 00000 XX SHORELINE Single Family 98248 WA FERNDALE Single Family 85032 AZ PHOENIX Single Family 8081 NJ XXXXXXX TWP. 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GEORGE Condominium 30044 GA LAWRENCEVILLE PUD 30064 GA MARIETTA PUD 30016 GA COVINGTON PUD 17535 PA KINZERS Single Family 30291 GA UNION CITY PUD 20155 VA GAINESVILLE PUD 76063 TX MANSFIELD Single Family 33467 FL WELLINGTON PUD 30739 GA ROCK SPRING 2-4 Family 30316 GA ATLANTA Single Family 30236 GA JONESBORO Single Family 30739 GA ROCK SPRING 2-4 Family 20110 VA MANASSAS Condominium 33127 FL MIAMI 2-4 Family 92154 CA SAN DIEGO Single Family 20111 VA MANASSAS PUD 22408 VA FREDERICKSBURG PUD 30308 GA ATLANTA 2-4 Family 22191 VA WOODBRIDGE PUD 90814 CA LONG BEACH 2-4 Family 30314 GA ATLANTA Single Family 2121 MA BOSTON 2-4 Family 63118 MO SAINT LOUIS 2-4 Family 30236 GA JONESBORO PUD 77375 TX TOMBALL PUD 77064 TX HOUSTON PUD 77077 TX HOUSTON PUD 23236 VA RICHMOND Single Family 30349 GA COLLEGE PARK 2-4 Family 10977 NY RAMAPO Single Family 8019 NJ WOODLAND TOWNSHIP Single Family 7405 NJ BOROUGH OF BUTLER Single Family 22630 VA FRONT ROYAL Single Family 19086 PA NETHER PROVIDENCE TOWNSHI Single Family 7803 NJ TOWNSHIP OF MINE HILL Single Family 19073 PA NEWTOWN TOWNSHIP Single Family 7712 NJ CITY OF ASBURY PARK Single Family 20886 MD MONTGOMERY VILLAGE Condominium 94591 CA VALLEJO Single Family 85388 AZ SURPRISE PUD 22306 VA ALEXANDRIA PUD 8731 NJ FORKED RIVER Single Family 98119 WA SEATTLE Single Family 20706 MD LANHAM Single Family 22407 VA FREDERICKSBURG PUD 93030 CA OXNARD Single Family 21619 MD CHESTER Townhouse 86406 AZ LAKE HAVASU CITY Single Family 89123 NV LAS VEGAS PUD 7060 NJ PLAINFIELD Single Family 33441 FL DEERFIELD BEACH Single Family 85353 AZ TOLLESON PUD 89107 NV LAS VEGAS Single Family 33137 FL MIAMI 2-4 Family 85236 AZ HIGLEY PUD 92840 CA GARDEN GROVE PUD 93551 CA PALMDALE Single Family 98003 WA FEDERAL WAY Single Family 20850 MD ROCKVILLE PUD 92020 CA EL CAJON Condominium 92683 CA WESTMINSTER Single Family 94547 CA HERCULES PUD 92880 CA CORONA Single Family 8701 NJ LAKEWOOD Single Family 8755 NJ DOVER TWP. Single Family 85020 AZ PHOENIX 2-4 Family 66061 KS OLATHE Single Family 55119 MN SAINT PAUL Single Family 30318 GA ATLANTA Single Family 46802 IN FORT WAYNE 2-4 Family 28078 NC HUNTERSVILLE Single Family 55367 MN RICE Single Family 77396 TX HUMBLE PUD 28217 NC CHARLOTTE Single Family 19104 PA PHILADELPHIA 2-4 Family 44102 OH CLEVELAND Single Family 46224 IN INDIANAPOLIS Single Family 22546 VA RUTHER GLEN Single Family 93309 CA BAKERSFIELD PUD 94568 CA DUBLIN Condominium 21009 MD ABINGDON PUD 97007 OR BEAVERTON Condominium 55068 MN ROSEMOUNT PUD 85008 AZ PHOENIX Condominium 89085 NV N LAS VEGAS PUD 30039 GA SNELLVILLE PUD 85202 AZ MESA Condominium 80218 CO DENVER Single Family 80218 CO DENVER Single Family 89511 NV RENO Single Family 22191 VA WOODBRIDGE Condominium 32726 FL EUSTIS Single Family 80920 CO COLORADO SPRINGS Single Family 33904 FL CAPE CORAL Single Family 98271 WA MARYSVILLE Condominium 46312 IN EAST CHICAGO 2-4 Family 85297 AZ GILBERT PUD 60085 IL WAUKEGAN 2-4 Family 37013 TN ANTIOCH Single Family 37203 TN NASHVILLE Single Family 86303 AZ PRESCOTT Single Family 30135 GA DOUGLASVILLE Single Family 30135 GA DOUGLASVILLE Single Family 30165 GA ROME Single Family 30121 GA CARTERSVILLE Single Family 60618 IL CHICAGO 2-4 Family 85204 AZ MESA Single Family 63366 MO O FALLON Single Family 83201 ID POCATELLO 2-4 Family 30512 GA BLAIRSVILLE Single Family 1610 MA WORCESTER 2-4 Family 80121 CO LITTLETON Single Family 89030 NV NORTH LAS VEGAS Single Family 43011 OH CENTERBURG Single Family 21093 MD TIMONIUM Single Family 22554 VA STAFFORD PUD 97027 OR GLADSTONE Single Family 97211 OR PORTLAND Single Family 2909 RI PROVIDENCE Single Family 85304 AZ GLENDALE Single Family 21401 MD ANNAPOLIS Single Family 53221 WI MILWAUKEE 2-4 Family 95492 CA WINDSOR Single Family 60153 IL MAYWOOD Single Family 23434 VA SUFFOLK 2-4 Family 30182 GA WACO 2-4 Family 76148 TX WATAUGA Single Family 94109 CA SAN FRANCISCO Condominium 99208 WA SPOKANE Single Family 11787 NY SMITHTOWN Single Family 17403 PA YORK Single Family 60076 IL SKOKIE PUD 85213 AZ MESA PUD 40444 KY LANCASTER Single Family 85212 AZ MESA PUD 44134 OH PARMA Single Family 98405 WA TACOMA 2-4 Family 80134 CO PARKER PUD 60148 IL LOMBARD Single Family 1106 MA LONGMEADOW Single Family 21401 MD ANNAPOLIS PUD 92284 CA YUCCA VALLEY Single Family 40217 KY LOUISVILLE 2-4 Family 66061 KS OLATHE Single Family 2895 RI WOONSOCKET 2-4 Family 85305 AZ GLENDALE Single Family 60025 IL GLENVIEW Single Family 98225 WA BELLINGHAM Single Family 98383 WA SILVERDALE Single Family 37188 TN WHITE HOUSE PUD 33617 FL TAMPA Condominium 60193 IL SCHAUMBURG PUD 89110 NV LAS VEGAS PUD 83401 ID IDAHO FALLS Single Family 85248 AZ CHANDLER PUD 93702 CA FRESNO Single Family 98418 WA TACOMA 2-4 Family 21206 MD BALTIMORE Single Family 28227 NC CHARLOTTE Single Family 64130 MO KANSAS CITY 2-4 Family 48316 MI SHELBY TWP Single Family 28215 NC CHARLOTTE PUD 32303 FL TALLAHASSEE PUD 44077 OH PAINESVILLE Single Family 85249 AZ CHANDLER PUD 28227 NC CHARLOTTE Single Family 80033 CO WHEAT RIDGE Single Family 85019 AZ PHOENIX Single Family 98272 WA MONROE Single Family 8753 NJ TOMS RIVER Single Family 60081 IL SPRING GROVE Single Family 21014 MD BEL AIR PUD 93906 CA SALINAS Single Family 21207 MD GWYNN OAK Single Family 21136 MD REISTERSTOWN Condominium 6013 CT BURLINGTON Condominium 80919 CO COLORADO SPRINGS Single Family 94509 CA ANTIOCH Single Family 47129 IN CLARKSVILLE Single Family 66212 KS OVERLAND PARK Condominium 27410 NC GREENSBORO Single Family 21601 MD EASTON Single Family 1104 MA SPRINGFIELD Single Family 29910 SC BLUFFTON PUD 2122 MA BOSTON 2-4 Family 1702 MA FRAMINGHAM Single Family 75007 TX CARROLLTON Single Family 93436 CA LOMPOC Single Family 23188 VA WILLIAMSBURG Single Family 23294 VA RICHMOND Single Family 20906 MD SILVER SPRING Single Family 37207 TN NASHVILLE Single Family 85338 AZ GOODYEAR PUD 70360 LA HOUMA Single Family 73118 OK OKLAHOMA CITY Single Family 48336 MI FARMINGTON HILLS Single Family 60610 IL CHICAGO PUD 97527 OR GRANTS PASS Single Family 29687 SC TAYLORS Single Family 93726 CA FRESNO Single Family 94708 CA KENSINGTON Single Family 84720 UT CEDAR CITY 2-4 Family 85032 AZ PHOENIX Single Family 60634 IL CHICAGO Single Family 17013 PA CARLISLE Single Family 95835 CA SACRAMENTO Single Family 33801 FL LAKELAND Single Family 20141 VA ROUND HILL PUD 83607 ID CALDWELL PUD 85014 AZ PHOENIX Single Family 60625 IL CHICAGO 2-4 Family 20770 MD GREENBELT PUD 33569 FL RIVERVIEW PUD 95662 CA ORANGEVALE Single Family 75067 TX LEWISVILLE PUD 30183 GA WALESKA PUD 91776 CA SAN GABRIEL Single Family 21215 MD BALTIMORE Single Family 28214 NC CHARLOTTE Single Family 37206 TN NASHVILLE 2-4 Family 22193 VA WOODBRIDGE PUD 22701 VA CULPEPER PUD 23518 VA NORFOLK 2-4 Family 27850 NC LITTLETON Single Family 44110 OH CLEVELAND 2-4 Family 30114 GA CANTON PUD 89032 NV N LAS VEGAS Single Family 83204 ID POCATELLO 2-4 Family 20657 MD LUSBY PUD 57201 SD WATERTOWN Single Family 92508 CA RIVERSIDE PUD 29403 SC CHARLESTON 2-4 Family 97756 OR REDMOND Single Family 33534 FL GIBSONTON PUD 3812 NH BARTLETT Single Family 60443 IL MATTESON Single Family 94582 CA SAN RAMON Single Family 93657 CA SANGER 2-4 Family 1104 MA SPRINGFIELD 2-4 Family 60649 IL CHICAGO Condominium 92705 CA SANTA ANA Condominium 1902 MA LYNN Single Family 20105 VA ALDIE Condominium 20772 MD UPPER MARLBORO Single Family 33773 FL LARGO Condominium 36526 AL DAPHNE PUD 32507 FL PENSACOLA PUD 37013 TN ANTIOCH Condominium 27601 NC RALEIGH Single Family 28079 NC INDIAN TRAIL Single Family 60067 IL PALATINE 2-4 Family 55423 MN RICHFIELD Single Family 46320 IN HAMMOND 2-4 Family 32168 FL NEW SMYRNA BEACH PUD 33764 FL CLEARWATER Condominium 48025 MI FRANKLIN VILLAGE Single Family 30318 GA ATLANTA 2-4 Family 22193 VA WOODBRIDGE Single Family 19802 DE WILMINGTON Single Family 60639 IL CHICAGO Single Family 60653 IL CHICAGO Condominium 85297 AZ GILBERT PUD 85242 AZ QUEEN CREEK PUD 20011 DC WASHINGTON Single Family 22003 VA ANNADALE Single Family 20747 MD DISTRICT HEIGHTS Single Family 22405 VA FREDERICKSBURG PUD 21227 MD HALETHORPE Single Family 20879 MD GAITHERSBURG PUD 20772 MD UPPER MARLBORO PUD 90814 CA LONG BEACH 2-4 Family 78634 TX HUTTO PUD 85297 AZ GILBERT PUD 33928 FL ESTERO PUD 98366 WA PORT ORCHARD Single Family 21213 MD BALTIMORE Townhouse 85338 AZ GOODYEAR PUD 34787 FL WINTER GARDEN PUD 28027 NC CONCORD 2-4 Family 79411 TX LUBBOCK 2-4 Family 85251 AZ SCOTTSDALE Condominium 34769 FL SAINT CLOUD Single Family 33411 FL ROYAL PALM BEACH Condominium 34951 FL FORT PIERCE PUD 34953 FL PORT SAINT LUCIE Single Family 34788 FL LEESBURG Single Family 60538 IL MONTGOMERY Single Family 28027 NC CONCORD 2-4 Family 28027 NC CONCORD 2-4 Family 33881 FL WINTER HAVEN PUD 28027 NC CONCORD 2-4 Family 33142 FL MIAMI 2-4 Family 89115 NV LAS VEGAS Condominium 89115 NV LAS VEGAS Condominium 49509 MI GRAND RAPIDS Single Family 30253 GA MCDOUNGH PUD 6057 CT NEW HARTFORD Single Family 30253 GA MCDOUNGH PUD 92583 CA SAN JACINTO Single Family 33030 FL HOMESTEAD Single Family 95610 CA CITRUS HEIGHTS Single Family 83709 ID BOISE 2-4 Family 84404 UT HARRISVILLE PUD 33032 FL MIAMI Single Family 22553 VA SPOTSYLVANIA PUD 60628 IL CHICAGO Single Family 84118 UT KEARNS Single Family 85016 AZ PHOENIX Single Family 64132 MO KANSAS CITY Single Family 97225 OR PORTLAND Single Family 75672 TX MARSHALL Single Family 30310 GA ATLANTA 2-4 Family 33169 FL MIAMI 2-4 Family 79934 TX EL PASO Single Family 75043 TX GARLAND Single Family 60507 IL AURORA Townhouse 84025 UT FARMINGTON PUD 34759 FL KISSIMMEE PUD 99508 AK ANCHORAGE 2-4 Family 89117 NV LAS VEGA PUD 84074 UT TOOELE Single Family 30223 GA GRIFFIN Single Family 55337 MN BURNSVILLE PUD 84116 UT SALT LAKE CITY 2-4 Family 85018 AZ PHOENIX Condominium 97206 OR PORTLAND Single Family 30317 GA ATLANTA Single Family 89103 NV LAS VEGAS Condominium 33143 FL MIAMI Condominium 75217 TX DALLAS Single Family 41091 KY UNION PUD 56081 MN SAINT JAMES Single Family 75126 TX FORNEY Single Family 61350 IL OTTAWA 2-4 Family 32210 FL JACKSONVILLE Townhouse 95330 CA LATHROP Single Family 85242 AZ QUEEN CREEK PUD 98390 WA SUMNER Single Family 75034 TX FRISCO Single Family 92345 CA HESPERIA Single Family 84104 UT SALT LAKE CITY Single Family 83647 ID MOUNTAIN HOME 2-4 Family 75104 TX CEDAR HILL Single Family 55418 MN MINNEAPOLIS Single Family 83642 ID MERIDIAN 2-4 Family 22601 VA WINCHESTER 2-4 Family 60148 IL LOMBARD Single Family 34638 FL LAND O LAKES Townhouse 30314 GA ATLANTA Single Family 6010 CT BRISTOL Condominium 75227 TX DALLAS 2-4 Family 30291 GA UNION CITY Single Family 89123 NV LAS VEGAS Condominium 80916 CO COLORADO SPRINGS Single Family 89147 NV LAS VEGAS Single Family 98012 WA BOTHELL Single Family 85031 AZ PHOENIX Single Family 85048 AZ PHOENIX PUD 75067 TX LEWISVILLE Single Family 75227 TX DALLAS 2-4 Family 83686 ID NAMPA PUD 75040 TX GARLAND Single Family 76063 TX MANSFIELD PUD 60657 IL CHICAGO Hi-Rise Condo 85207 AZ MESA Single Family 60827 IL RIVERDALE Single Family 84119 UT WEST VALLEY CITY Single Family 83634 ID KUNA Single Family 83687 ID NAMPA Single Family 84774 UT TOQUERVILLE Single Family 30291 GA UNION CITY Condominium 2184 MA BRAINTREE Single Family 77089 TX HOUSTON PUD 55068 MN ROSEMOUNT Condominium 6420 CT SALEM Single Family 55128 MN OAKDALE Single Family 33907 FL FORT MYERS 2-4 Family 85035 AZ PHOENIX Single Family 60073 IL ROUND LAKE BEACH PUD 84660 UT SPANISH FORK Single Family 55410 MN MINNEAPOLIS Condominium 60560 IL YORKVILLE PUD 95316 CA DENAIR 2-4 Family 85014 AZ PHOENIX Condominium 48473 MI SWARTZ CREEK Single Family 89502 NV RENO Single Family 89048 NV PAHRUMP Single Family 97402 OR EUGENE Single Family 83687 ID NAMPA Single Family 64134 MO KANSAS CITY Single Family 80218 CO DENVER Condominium 20770 MD GREENBELT Condominium 35816 AL HUNTSVILLE Single Family 83404 ID IDAHO FALLS Single Family 85374 AZ SURPRISE PUD 29412 SC CHARLESTON Single Family 80501 CO LONGMONT Single Family 91352 CA SUN VALLEY AREA 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Single Family 89084 NV LAS VEGAS PUD 89166 NV LAS VEGAS PUD 32225 FL JACKSONVILLE PUD 60643 IL CHICAGO Single Family 92382 CA ARROWBEAR LAKE Single Family 40203 KY LOUISVILLE Single Family 40216 KY LOUISVILLE Single Family 95370 CA SONORA Single Family 80013 CO AURORA PUD 60827 IL CALUMET PARK 2-4 Family 29466 SC MOUNT PLEASANT PUD 43228 OH COLUMBUS Single Family 47112 IN CORYDON Single Family 91764 CA ONTARIO Single Family 85255 AZ SCOTTSDALE PUD 91744 CA LA PUENTE Single Family 92120 CA SAN DIEGO Single Family 93534 CA LANCASTER Single Family 89015 NV HENDERSON PUD 89081 NV NORTH LAS VEGAS PUD 89178 NV LAS VEGAS PUD 89178 NV LAS VEGAS PUD 89115 NV LAS VEGAS PUD 92336 CA FONTANA Single Family 89044 NV HENDERSON PUD 89178 NV LAS VEGAS PUD 89081 NV NORTH LAS VEGAS PUD 89085 NV NORTH LAS VEGAS PUD 89122 NV LAS VEGAS PUD 89110 NV LAS VEGAS Single Family 89081 NV NORTH LAS VEGAS PUD 89031 NV NORTH LAS VEGAS Single Family 89115 NV NORTH LAS VEGAS PUD 89122 NV LAS VEGAS PUD 84096 UT SOUTH JORDAN Condominium 89156 NV LAS VEGAS Single Family 89148 NV LAS VEGAS PUD 78626 TX GEORGETOWN PUD 98258 WA LAKE STEVENS Single Family 89030 NV NORTH LAS VEGAS Single Family 84003 UT HIGHLAND Single Family 89129 NV LAS VEGAS PUD 89031 NV NORTH LAS VEGAS Single Family 89129 NV LAS VEGAS Single Family 89103 NV LAS VEGAS Condominium 11746 NY DIX HILLS Single Family 7421 NJ WEST MILFORD TOWNSHIP Single Family 1960 MA PEABODY 2-4 Family 30549 GA JEFFERSON PUD 30078 GA SNELLVILLE PUD 30655 GA MONROE Single Family 89406 NV FALLON PUD 90032 CA LOS ANGELES Single Family 90220 CA COMPTON Single Family 93550 CA PALMDALE Single Family 95376 CA TRACY Single Family 92324 CA COLTON Single Family 90044 CA LOS ANGELES Single Family 34715 FL MINNEOLA PUD 89123 NV LAS VEGAS PUD 90022 CA LOS ANGELES Single Family 91042 CA TUJUNGA Single Family 89149 NV LAS VEGAS PUD 92705 CA SANTA ANA Condominium 95660 CA NORTH HIGHLANDS Single Family 93313 CA BAKERSFIELD Single Family 1109 MA SPRINGFIELD 2-4 Family 94578 CA SAN LEANDRO Single Family 85323 AZ AVONDALE PUD 93619 CA CLOVIS PUD 92653 CA LAGUNA HILLS Condominium 11414 NY HOWARD BEACH Single Family 8077 NJ CINNAMINSON Condominium 12309 NY SCHENECTADY Single Family 32833 FL ORLANDO Single Family 11704 NY WEST BABYLON Single Family 30291 GA UNION CITY PUD 30331 GA ATLANTA PUD 30517 GA BRASELTON PUD 30011 GA AUBURN PUD 33544 FL WESLEY CHAPEL PUD 30296 GA RIVERDALE PUD 30349 GA COLLEGE PARK PUD 35071 AL GARDENDALE Single Family 31064 GA MONTICELLO Single Family 30274 GA RIVERDALE PUD 30622 GA BOGART PUD 30607 GA ATHENS Single Family 28741 NC HIGHLANDS TOWNSHIP Single Family 30135 GA DOUGLASVILLE Single Family 30135 GA DOUGLASVILLE Single Family 32570 FL MILTON Single Family 92706 CA SANTA ANA Condominium 92337 CA FONTANA Single Family 92345 CA HESPERIA Single Family 92805 CA ANAHEIM Single Family 92336 CA FONTANA Single Family 93535 CA LANCASTER Single Family 2536 MA EAST FALMOUTH Single Family 92806 CA ANAHEIM Single Family 98422 WA TACOMA Single Family 93638 CA MADERA Single Family 93436 CA LOMPOC PUD 94565 CA BAY POINT ( AREA ) Condominium 19026 PA DREXEL HILL Single Family 7107 NJ NEWARK 2-4 Family 7206 NJ ELIZABETH 2-4 Family 7201 NJ ELIZABETH 2-4 Family 18102 PA ALLENTOWN 2-4 Family 10710 NY YONKERS 2-4 Family 7206 NJ ELIZABETH 2-4 Family 1104 MA SPRINGFIELD 2-4 Family 19124 PA PHILADELPHIA 2-4 Family 11798 NY WYANDANCH Single Family 11798 NY WYANDANCH Single Family 11713 NY BELLPORT Single Family 11713 NY BELLPORT Single Family 19148 PA PHILADELPHIA Single Family 2150 MA CHELSEA 2-4 Family 2909 RI PROVIDENCE 2-4 Family 1040 MA HOLYOKE 2-4 Family 33082 FL PAMPANO BEACH Condominium 11435 NY JAMAICA 2-4 Family 2905 RI CRANSTON 2-4 Family 8611 NJ TRENTON Single Family 7050 NJ ORANGE Single Family 11030 NY PLANDOME Single Family 23510 VA NORFOLK 2-4 Family 34609 FL SPRING HILL Single Family 8618 NJ TRENTON Single Family 19140 PA PHILADELPHIA 2-4 Family 2905 RI PROVIDENCE 2-4 Family 7105 NJ NEWARK 2-4 Family 11231 NY BROOKLYN 2-4 Family 8618 NJ TRENTON 2-4 Family 8618 NJ TRENTON 2-4 Family 7522 NJ PATERSON 2-4 Family 11729 NY DEER PARK Single Family 2121 MA ROXBURY 2-4 Family 7522 NJ PATERSON Single Family 8012 NJ WASHINGTON TWP Single Family 52033 IA CASCADE Single Family 2150 MA CHELSEA 2-4 Family 2908 RI PROVIDENCE 2-4 Family 7307 NJ JERSEY CITY 2-4 Family 8835 NJ MANVILLE Single Family 23226 VA RICHMOND Single Family 7206 NJ ELIZABETH 2-4 Family 30349 GA ATLANTA PUD 30809 GA EVANS Single Family 32724 FL DELAND PUD 30060 GA MARIETTA Single Family 35816 AL HUNTSVILLE Single Family 89149 NV LAS VEGAS PUD 80112 CO CENTENNIAL Single Family 37912 TN KNOXVILLE Single Family 70815 LA BATON ROUGE Single Family 33919 FL FORT MYERS Condominium 37218 TN NASHVILLE Single Family 76052 TX HASLET PUD 78245 TX SAN ANTONIO Single Family 34743 FL KISSIMMEE Single Family 32305 FL TALLAHASSEE Single Family 32818 FL ORLANDO Single Family 34953 FL PORT ST. 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LOUIS Single Family 72714 AR BELLA VISTA PUD 80226 CO LAKEWOOD Condominium 80521 CO FORT COLLINS Single Family 80126 CO HIGHLANDS RANCH PUD 80003 CO ARVADA PUD 80016 CO AURORA PUD 78957 TX SMITHVILLE Single Family 85713 AZ TUCSON PUD 85747 AZ TUCSON PUD 80020 CO BROOMFIELD PUD 97478 OR SPRINGFIELD Single Family 98682 WA VANCOUVER Single Family 77040 TX JERSEY VILLAGE Single Family 77351 TX LIVINGSTON Single Family 91311 CA CHATSWORTH Single Family 91355 CA VALENCIA Condominium 91723 CA COVINA Single Family 92324 CA COLTON Condominium 92394 CA VICTORVILLE Single Family 92507 CA RIVERSIDE Condominium 92345 CA HESPERIA Single Family 86001 AZ FLAGSTAFF Single Family 93307 CA BAKERSFIELD Single Family 61821 IL CHAMPAIGN Single Family 46226 IN INDIANAPOLIS Single Family 46208 IN INDIANAPOLIS Single Family 83629 ID HORSESHOE BEND Single Family 71119 LA SHREVEPORT Single Family 78217 TX SAN ANTONIO Single Family 80128 CO LITTLETON Single Family 77479 TX SUGAR LAND PUD 30340 GA ATLANTA Single 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WOODHAVEN Condominium 93552 CA PALMDALE PUD 85086 AZ ANTHEM Single Family 75034 TX FRISCO PUD 33027 FL MIRIMAR PUD 85353 AZ TOLLESON PUD 89123 NV LAS VEGAS Single Family 77386 TX SPRING Single Family 20748 MD TEMPLE HILLS Single Family 98941 WA ROSLYN Single Family 30310 GA ATLANTA Single Family 87114 NM ALBUQUERQUE PUD 6770 CT NAUGATUCK Single Family 85239 AZ MARICOPA PUD 85239 AZ MARICOPA PUD 33013 FL HIALEAH Single Family 75115 TX DESOTO Single Family 30188 GA WOODSTOCK PUD 78216 TX SAN ANTONIO Single Family 89115 NV NORTH LAS VEGAS PUD 89129 NV LAS VEGAS Condominium 53209 WI MILWAUKEE Single Family 32725 FL DELTONA Condominium 60506 IL AURORA Single Family 92591 CA TEMECULA Single Family 35209 AL HOMEWOOD Single Family 76002 TX ARLINGTON PUD 44134 OH PARMA Single Family 90044 CA LOS ANGELES 2-4 Family 75042 TX GARLAND Townhouse 80204 CO DENVER 2-4 Family 85310 AZ PHOENIX PUD 48317 MI SHELBY TOWNSHIP Condominium 48197 MI YPSILANTI PUD 85024 AZ PHOENIX Single Family 32216 FL 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18301 PA EAST STROUDSBURG 2-4 Family 18346 PA POCONO SUMMIT Single Family 6010 CT BRISTOL 2-4 Family 6010 CT BRISTOL 2-4 Family 92410 CA SAN BERNARDINO Single Family 28216 NC CHARLOTTE PUD 30311 GA ATLANTA Single Family 92315 CA BIG BEAR LAKE Single Family 60644 IL CHICAGO 2-4 Family 31061 GA MILLEDGEVILLE Single Family 27604 NC RALEIGH 2-4 Family 91316 CA ENCINO Single Family 75160 TX TERRELL Single Family 21061 MD GLEN BURNIE Single Family 80126 CO HIGHLANDS RANCH PUD 80302 CO BOULDER Single Family 30092 GA NORCROSS Single Family 11950 NY MASTIC Single Family 92251 CA IMPERIAL Single Family 97381 OR SILVERTON Single Family 66102 KS KANSAS CITY 2-4 Family 89109 NV LAS VEGAS Condominium 28208 NC CHARLOTTE PUD 89138 NV LAS VEGAS PUD 33612 FL TAMPA 2-4 Family 77074 TX HOUSTON Single Family 93630 CA KERMAN Single Family 95361 CA OAKDALE Single Family 91764 CA ONTARIO Single Family 76088 TX WEATHERFORD Single Family 89123 NV LAS VEGAS PUD 77085 TX HOUSTON Single Family 43130 OH LANCASTER Single Family 85042 AZ PHOENIX PUD 92173 CA SAN DIEGO Condominium 89110 NV LAS VEGAS Single Family 85024 AZ PHOENIX PUD 72834 AR DARNDANELLE Single Family 32080 FL SAINT AUGUSTINE Single Family 80219 CO DENVER 2-4 Family 95820 CA SACRAMENTO Single Family 80216 CO DENVER Single Family 64068 MO LIBERTY Single Family 85326 AZ BUCKEYE Single Family 89115 NV LAS VEGAS Single Family 55904 MN ROCHESTER 2-4 Family 54001 WI AMERY Single Family 20187 VA WARRENTON PUD 77459 TX MISSOURI CITY PUD 53206 WI MILWAUKEE Single Family 85326 AZ BUCKEYE Single Family 85019 AZ PHOENIX Single Family 11434 NY JAMAICA Single Family 23661 VA HAMPTON Single Family 21817 MD CRISFIELD Hi-Rise Condo 43739 OH GLENFORD Single Family 32137 FL PALM COAST PUD 78242 TX SAN ANTONIO Single Family 80010 CO AURORA Single Family 75074 TX PLANO PUD 20782 MD HYATTSVILLE Single Family 33328 FL DAVIE Condominium 63123 MO SAINT LOUIS Single Family 30075 GA ROSWELL PUD 85268 AZ FOUNTAIN HILLS Condominium 23237 VA RICHMOND PUD 7111 NJ IRVINGTON 2-4 Family 90056 CA LOS ANGELES Single Family 95133 CA SAN JOSE PUD 33175 FL MIAMI Single Family 44125 OH GARFIELD HEIGHTS Single Family 30043 GA LAWRENCEVILLE PUD 95356 CA MODESTO Single Family 22303 VA ALEXANDRIA PUD 85042 AZ PHOENIX Single Family 30213 GA FAIRBURN PUD 55411 MN MINNEAPOLIS 2-4 Family 55117 MN SAINT PAUL Single Family 23453 VA VIRGINIA BEACH Single Family 93274 CA TULARE Single Family 98272 WA MONROE Single Family 89141 NV LAS VEGAS Single Family 85301 AZ GLENDALE Single Family 3814 NH EFFINGHAM Single Family 95691 CA WEST SACRAMENTO PUD 19026 PA DREXEL HILL Single Family 19975 DE SELBYVILLE PUD 93301 CA BAKERSFIELD Single Family 6902 CT STAMFORD 2-4 Family 92122 CA SAN DIEGO Condominium 4005 ME BIDDEFORD 2-4 Family 48228 MI DETROIT Single Family 31548 GA KINGSLAND Single Family 98662 WA VANCOUVER PUD 98225 WA BELLINGHAM Single Family 17404 PA YORK Condominium 82072 WY LARAMIE 2-4 Family 33912 FL FORT MYERS Single Family 38115 TN MEMPHIS 2-4 Family 20171 VA OAK HILL Condominium 29150 SC SUMTER Single Family 97219 OR PORTLAND Single Family 28306 NC FAYETTEVILLE Single Family 93306 CA BAKERSFIELD Single Family 33837 FL DAVENPORT PUD 30310 GA ATLANTA Single Family 37174 TN SPRING HILL Single Family 90037 CA LOS ANGELES Single Family 38133 TN MEMPHIS Single Family 37411 TN CHATTANOOGA Single Family 76039 TX EULESS Single Family 53523 WI CAMBRIDGE Single Family 30101 GA ACWORTH 2-4 Family 80631 CO GREELEY Single Family 76209 TX DENTON Single Family 3102 NH MANCHESTER Condominium 30252 GA MCDONOUGH PUD 68005 NE BELLEVUE Single Family 95138 CA SAN JOSE PUD 34669 FL HUDSON PUD 20747 MD DISTRICT HEIGHTS PUD 20877 MD GAITHERSBURG Single Family 63125 MO SAINT LOUIS Single Family 63125 MO SAINT LOUIS Single Family 32407 FL PANAMA CITY BEACH PUD 85379 AZ SURPRISE PUD 80620 CO EVANS PUD 89523 NV RENO Single Family 21040 MD EDGEWOOD Single Family 30096 GA DULUTH Condominium 89134 NV LAS VEGAS PUD 75216 TX DALLAS Single Family 30141 GA HIRAM Single Family 33544 FL WESLEY CHAPEL Single Family 32819 FL ORLANDO Condominium 99205 WA SPOKANE Single Family 99201 WA SPOKANE Single Family 21009 MD WHITE MARSH PUD 48168 MI NORTHVILLE Single Family 78212 TX SAN ANTONIO Single Family 32822 FL ORLANDO Condominium 48183 MI WOODHAVEN Condominium 95742 CA RANCHO CORDOVA PUD 95821 CA SACRAMENTO Single Family 18040 PA EASTON Single Family 77530 TX CHANNELVIEW PUD 20110 VA MANASSAS Single Family 18964 PA SOUDERTON Single Family 45213 OH CINCINNATI 2-4 Family 90019 CA LOS ANGELES 2-4 Family 33178 FL DORAL Condominium 21128 MD PERRY HALL PUD 8865 NJ PHILLIPSBURG Single Family 7305 NJ JERSEY CITY 2-4 Family 7305 NJ JERSEY CITY 2-4 Family 85353 AZ TOLLESON Single Family 21702 MD FREDERICK PUD 20720 MD BOWIE Condominium 1420 MA FITCHBURG 2-4 Family 30311 GA ATL Single Family 76131 TX FORT WORTH Single Family 15068 PA NEW KENSINGTON PUD 92881 CA CORONA Single Family 21703 MD FREDERICK PUD 7203 NJ ROSELLE Single Family 48195 MI SOUTHGATE Single Family 89084 NV NORTH LAS VEGAS PUD 34491 FL SUMMERFIELD Single Family 78666 TX SAN MARCOS PUD 80922 CO COLORADO SPRINGS Townhouse 32224 FL JACKSONVILLE Condominium 34474 FL OCALA PUD 66801 KS EMPORIA Single Family 4005 ME BIDDEFORD Single Family 75229 TX DALLAS Single Family 76248 TX KELLER 2-4 Family 76248 TX KELLER 2-4 Family 33056 FL MIAMI Single Family 34606 FL SPRING HILL Single Family 73135 OK DEL CITY Single Family 75154 TX GLENN HEIGHTS PUD 27235 NC COLFAX PUD 32835 FL ORLANDO PUD 33569 FL RIVERVIEW PUD 75165 TX WAXAHACHIE PUD 30168 GA AUSTELL Townhouse 77061 TX HOUSTON PUD 11575 NY ROOSEVELT Single Family 21704 MD FREDERICK Townhouse 89148 NV LAS VEGAS PUD 37404 TN CHATTANOOGA 2-4 Family 30260 GA MORROW Single Family 30273 GA REX Single Family 98070 WA VASHON Single Family 93312 CA BAKERSFIELD Single Family 30134 GA DOUGLASVILLE Single Family 4090 ME WELLS Single Family 78217 TX SAN ANTONIO 2-4 Family 80534 CO JOHNSTOWN PUD 98092 WA AUBURN PUD 4062 ME WINDHAM Single Family 30032 GA DECATUR Single Family 31093 GA WARNER ROBINS Single Family 98682 WA VANCOUVER Single Family 90732 CA SAN PEDRO Condominium 34287 FL NORTH PORT Single Family 83704 ID BOISE Single Family 8028 NJ GLASSBORO Single Family 37862 TN SEVIERVILLE Single Family 23223 VA RICHMOND Single Family 92591 CA TEMECULA Single Family 33952 FL PORT CHARLOTTE Single Family 33534 FL GIBSONTON Single Family 90003 CA LOS ANGELES Single Family 30135 GA DOUGLASVILLE PUD 55406 MN MINNEAPOLIS Single Family 95124 CA SAN JOSE Single Family 32738 FL DELTONA Single Family 85239 AZ MARICOPA PUD 37862 TN SEVIERVILLE Single Family 78041 TX LAREDO 2-4 Family 55303 MN ANOKA Condominium 75104 TX CEDAR HILL Single Family 33133 FL MIAMI PUD 85085 AZ PHOENIX PUD 28278 NC CHARLOTTE PUD 32708 FL WINTER SPRINGS PUD 31401 GA SAVANNAH Condominium 22301 VA ALEXANDRIA PUD 28461 NC SOUTHPORT PUD 30052 GA LOGANVILLE Single Family 89102 NV LAS VEGAS Single Family 48075 MI SOUTHFIELD Single Family 37323 TN CLEVELAND Single Family 30349 GA ATLANTA 2-4 Family 6610 CT BRIDGEPORT Single Family 33435 FL BOYNTON BEACH Single Family 30068 GA MARIETTA Single Family 19123 PA PHILADELPHIA Condominium 33324 FL PLANTATION Condominium 33881 FL WINTER HAVEN Single Family 28215 NC CHARLOTTE Single Family 97707 OR SUNRIVER Single Family 99218 WA SPOKANE Single Family 34758 FL KISSIMMEE PUD 27607 NC RALEIGH Single Family 3051 NH XXXXXX Single Family 30122 GA LITHIA SPRINGS Single Family 33993 FL CAPE CORAL Single Family 79927 TX XXXXXXX Single Family 60548 IL SANDWICH PUD 76248 TX FORT WORTH Single Family 75160 TX XXXXXXX XXX 00000 TX XXXXXXX XXX 00000 MD GAMBRILLS Townhouse 85243 AZ QUEEN CREEK PUD 30168 GA AUSTELL Townhouse 54929 WI CLINTONVILLE Single Family 37075 TN HENDERSONVILLE Single Family 34786 FL WINDERMERE Single Family 33881 FL WINTER HAVEN PUD 38134 TN MEMPHIS Single Family 92399 CA YUCAIPA Single Family 30291 GA UNION CITY Single Family 27759 NC GARNER 2-4 Family 1089 MA WEST SPRINGFIELD Condominium 78539 TX EDINBURG Single Family 77566 TX LAKE XXXXXXX PUD 30314 GA ATLANTA Single Family 2343 MA XXXXXXXX Single Family 8754 NJ XXXXX TOWNSHIP Single Family 37411 TN CHUTT 2-4 Family 22405 VA FREDERICKSBURG PUD 23230 VA RICHMOND Single Family 23803 VA PETERSBURG Single Family 27703 NC DURHAM PUD 00000 XX XX XXXXXX XXXXXX Single Family 36619 AL MOBILE Single Family 38017 TN COLLIERVILLE PUD 30312 GA ATLANTA Condominium 30332 GA ATLANTA Single Family 95648 CA LINCOLN Single Family 85044 AZ PHOENIX Single Family 20740 MD BERWYN Single Family 37129 TN MBORO Single Family 75061 TX IRVING 2-4 Family 89044 NV XXXXXXXXX PUD 50311 IA DES MOINES 2-4 Family 32835 FL ORLANDO Condominium 30188 GA WOODSTOCK PUD 84049 UT MIDWAY PUD 77354 TX MAGNOLIA PUD 64015 MO BLUE SPRINGS Single Family 45434 OH BEAVERCREEK Single Family 93306 CA BAKERSFIELD Single Family 34695 FL SAFETY HARBOR Single Family 46919 IN CONVERSE Single Family 23832 VA XXXXXXXXXXXX XXX 00000 OH COLUMBUS Condominium 32827 FL ORLANDO Single Family 33467 FL LAKE WORTH Single Family 30236 GA JONESBORO PUD 60620 IL CHICAGO Single Family 60201 IL EVANSTON Single Family 55117 MN SAINT XXXX 2-4 Family 55379 MN SHAKOPEE PUD 60064 IL NORTH CHICAGO Single Family 60623 IL CHICAGO 2-4 Family 55422 MN ROBBINSDALE 2-4 Family 55118 MN W SAINT XXXX Single Family 55404 MN MINNEAPOLIS 2-4 Family 22642 VA LINDEN PUD 27801 NC ROCKY MOUNT Single Family 92804 CA ANAHEIM Single Family 22015 VA XXXXX PUD 30281 GA STOCKBRIDGE PUD 30331 GA ATLANTA Single Family 91010 CA XXXXXX Single Family 90245 CA EL SEGUNDO Condominium 92701 CA SANTA XXX Condominium 76018 TX ARLINGTON Single Family 8075 NJ RIVERSIDE Single Family 75070 TX XXXXXXXX PUD 77070 TX HOUSTON PUD 75068 TX LITTLE ELM Single Family 30060 GA MARIETTA Single Family 7501 NJ PATERSON Single Family 90731 CA SAN XXXXX 2-4 Family 20110 VA MANASSAS PUD 95391 CA MOUNTAIN Single Family 90201 CA CUDAHY Condominium 33971 FL XXXXXX XXXXX XXX 00000 IN INDIANAPOLIS Single Family 22191 VA WOODBRIDGE Condominium 92394 CA VICTORVILLE Single Family 30141 GA XXXXXX Single Family 85236 AZ XXXXXXX Condominium 27610 NC RALEIGH PUD 30062 GA MARIETTA Single Family 48224 MI DETROIT Single Family 78749 TX AUSTIN PUD 33881 FL WINTER HAVEN PUD 90706 CA BELLFLOWER Single Family 30067 GA MARIETTA Condominium 19977 XX XXXXXX XXX 00000 XX XXXXXX XXX 00000 OR MADRAS Single Family 98663 WA VANCOUVER Single Family 30213 GA FAIRBURN Single Family 1564 MA STERLING Single Family 23842 VA DISPUTANTA Single Family 32824 FL ORLANDO PUD 85239 AZ MARICOPA Single Family 95747 CA ROSEVILLE Single Family 33928 FL ESTERO Condominium 93552 CA PALMDALE PUD 90274 CA PALOS VERDES PENINSULA Single Family 37862 TN SEVIERVILLE PUD 77503 TX PASADENA Single Family 22407 VA FREDERICKSBURG Single Family 32571 FL MILTON Single Family 23222 VA RICHMOND 2-4 Family 28590 NC XXXXXXXXXXX XXX 00000 FL RIVERVIEW PUD 89031 NV NORTH LAS VEGAS PUD 28304 NC FAYETTEVILLE Single Family 98682 WA VANCOUVER Single Family 30507 GA GAINESVILLE PUD 20814 MD BETHESDA Condominium 92583 CA SAN JACINTO Single Family 33463 FL GREENACRES Condominium 36869 XX XXXXXX CITY Single Family 37013 TN ANTIOCH Single Family 11368 NY CORONA Single Family 20745 MD OXON HILL Single Family 93304 CA BAKERSFIELD Single Family 1602 MA WORCESTER Single Family 85044 AZ PHOENIX PUD 20853 MD ROCKVILLE Single Family 70732 LA FORDOCHE Single Family 20877 MD GAITHERSBURG PUD 1757 MA MILFORD Single Family 33131 FL MIAMI Hi-Rise Condo 94568 CA DUBLIN Single Family 49017 MI BATTLE CREEK Single Family 48174 MI ROMULUS Single Family 29568 SC LONGS PUD 48135 MI GARDEN CITY Single Family 55362 MN MONTICELLO Single Family 34116 FL NAPLES Single Family 37931 TN KNOXVILLE Single Family 95842 CA SACRAMENTO Single Family 20724 MD LAUREL Single Family 30349 GA COLLEGE PARK PUD 33990 FL CAPE CORAL 2-4 Family 30062 GA MARIETTA Single Family 98056 WA RENTON Condominium 30004 GA ALPHARETTA PUD 30312 GA ATLANTA Single Family 28314 NC FAYETTEVILLE Single Family 64130 MO KANSAS CITY Single Family 33618 FL TAMPA Condominium 27020 NC HAMPTONVILLE Single Family 94565 CA PITTSBURG Single Family 98177 WA SEATTLE Single Family 80260 CO DENVER Single Family 94501 CA ALAMEDA Condominium 94513 CA BRENTWOOD Single Family 33511 FL XXXXXXX Single Family 85719 AZ TUCSON Single Family 93312 CA BAKERSFIELD Single Family 97030 OR XXXXXXX 0-0 Xxxxxx 0000 XX XXXXXXXXX Single Family 30058 GA LITHONIA Single Family 48227 MI DETROIT Single Family 83605 ID XXXXXXXX Single Family 30078 GA SNELLVILLE 2-4 Family 97368 OR XXXX Single Family 20744 MD FORT WASHINGTON Single Family 20772 MD XXXXX XXXXXXXX Xxxxxx Xxxxxx 00000 XX XXXXXXXXX Single Family 35007 AL ALABASTER PUD 30318 GA ATLANTA PUD 33990 FL CAPE CORAL Single Family 22193 VA WOODBRIDGE Single Family 30236 GA JONESBORO Single Family 89074 NV XXXXXXXXX Single Family 77459 TX MISSOURI CITY PUD 32829 FL ORLANDO Condominium 85376 AZ SUN CITY Single Family 34771 FL SAINT CLOUD Single Family 33928 FL ESTERO Condominium 63090 MO WASHINGTON Single Family 18840 PA SAYRE 2-4 Family 87109 NM ALBUQUERQUE 2-4 Family 23608 VA NEWPORT NEWS Single Family 64078 MO PECULIAR Single Family 30517 GA BRASELTON PUD 20018 DC WASHINGTON Single Family 00000 XX TACOMA Single Family 32839 FL ORLANDO Single Family 32839 FL ORLANDO Single Family 85248 AZ XXXXXXXX PUD 34288 FL NORTH PORT Single Family 30096 GA DULUTH Condominium 37862 TN SEVIERVILLE Single Family 37086 TN LA VERGNE Single Family 30518 GA SUGAR HILL Single Family 21716 MD BRUNSWICK Single Family 80011 CO AURORA Single Family 32407 FL XXXXXX XXXX XXX 00000 FL KISSIMMEE PUD 85296 AZ XXXXXXX Single Family 63376 MO SAINT XXXXXX Single Family 32937 FL PALM BAY Single Family 32210 FL JACKSONVILLE Single Family 30315 GA ATLANTA Single Family 32065 FL ORANGE PARK Single Family 30040 GA CUMMING PUD 30315 GA ATLANTA Single Family 21842 MD OCEAN CITY Single Family 23605 VA NEWPORT NEWS Single Family 32955 FL ROCKLEDGE Condominium 3608 NH WALPOLE Single Family 22923 VA BARBOURSVILLE Single Family 34759 FL KISSIMMEE PUD 30062 GA MARIETTA Single Family 55418 MN SAINT XXXXXXX Single Family 33897 FL XXXXXXXXX PUD 33405 FL WEST PALM BEACH Single Family 21229 MD BALTIMORE Single Family 30311 GA XXXXXXX XXX 0000 XX XXXXXXXX Single Family 34134 FL XXXXXX XXXXXXX XXX 00000 GA JONESBORO PUD 78613 TX XXXXX XXXX XXX 00000 GA LAWRENCEVILLE PUD 93933 CA MARINA Single Family 92394 CA VICTORVILLE 2-4 Family 21231 MD BALTIMORE Single Family 83605 ID XXXXXXXX Single Family 30132 GA DALLAS PUD 2148 MA MALDEN 2-4 Family 30045 GA LAWRENCEVILLE Single Family 30318 GA ATLANTA Single Family 97203 OR PORTLAND 2-4 Family 76137 TX FORT WORTH Single Family 30316 GA ATLANTA Single Family 28269 NC CHARLOTTE Single Family 19805 DE WILMINGTON Single Family 33071 FL CORAL SPRINGS Condominium 38134 TN MEMPHIS Single Family 77450 TX KATY PUD 80130 CO LITTLETON Single Family 30506 GA GAINESVILLE Single Family 19805 DE WILMINGTON Single Family 20705 MD BELTSVILLE Single Family 95726 CA ELDORADO HILLS Single Family 30004 GA ALPHARETTA PUD 72030 AR CLEVELAND Single Family 37421 TN CHATT Single Family 85742 AZ TUCSON PUD 32579 FL SHALIMAR PUD 83713 ID BOISE Single Family 20120 VA CENTREVILLE PUD 30110 GA BREMEN PUD 30045 GA LAWRENCEVILLE PUD 33063 FL MARGATE Single Family 38133 TN XXXXXXXX Single Family 89128 NV LAS VEGAS Condominium 78641 TX LEANDER PUD 30054 GA OXFORD PUD 2703 MA ATTLEBORO 2-4 Family 93927 CA GREENFIELD Single Family 19151 PA PHILADELPHIA 2-4 Family 75249 TX DALLAS Single Family 48079 MI SAINT CLAIR Single Family 94509 CA ANTIOCH PUD 6710 CT WATERBURY 2-4 Family 30179 GA TEMPLE Single Family 97701 OR BEND PUD 27712 NC DURHAM Single Family 76248 TX XXXX XXXXX XXX 00000 NY CEDARHURST Single Family 85044 AZ PHOENIX PUD 55388 MN WATERTOWN Single Family 23456 VA VIRGINIA BEACH PUD 32244 FL JACKSONVILLE Single Family 95363 CA XXXXXXXXX Single Family 85383 AZ PEORIA PUD 77064 TX HOUSTON PUD 2136 MA HYDE PARK 2-4 Family 19403 PA NORRISTOWN Single Family 75149 TX MESQUITE Single Family 84320 UT LEWISTON Single Family 30518 GA XXXXX XXXX XXX 00000 XX XXXXXXXXXX Single Family 80206 CO DENVER Single Family 47904 IN LAFAYETTE Single Family 92115 CA SAN DIEGO 2-4 Family 77433 TX CYPRESS PUD 55901 MN ROCHESTER Single Family 98106 WA SEATTLE Single Family 55404 MN MINNEAPOLIS Condominium 00000 XX XXXXXXXX Single Family 32210 FL JACKSONVILLE PUD 46383 IN VALPARAISO Single Family 32459 FL SANTA XXXX BEACH Single Family 00000 XX SPOKANE Single Family 84095 UT SOUTH JORDAN Single Family 30315 GA ATLANTA Single Family 29203 SC COLUMBIA Single Family 97013 OR CANBY Single Family 80615 CO XXXXX Single Family 30296 GA RIVERDALE Single Family 80620 CO XXXXX Single Family 60443 IL XXXXXXXX Single Family 39401 MS HATTIESBURG 2-4 Family 97128 OR MCMINNVILLE PUD 80231 CO DENVER Single Family 46814 IN FORT XXXXX PUD 85027 AZ PHOENIX Single Family 89156 NV LAS VEGAS Single Family 21075 MD ELKRIDGE Single Family 23236 VA RICHMOND Single Family 99206 WA SPOKANE VALLEY Single Family 95962 CA OREGON HOUSE Single Family 95991 CA YUBA CITY Single Family 22193 VA WOODBRIDGE PUD 54552 WI PARK FALLS Single Family 77571 TX LAPORTE 2-4 Family 22407 VA XXXXXXXXXXXXXX XXX 00000 MD GRASONVILLE Single Family 44136 OH STRONGSVILLE Condominium 48005 MI XXXXXXX Single Family 47909 IN LAFAYETTE Single Family 32566 FL NAVARRE Single Family 30213 GA FAIRBURN Single Family 98520 WA ABERDEEN 2-4 Family 30315 GA ATLANTA Single Family 87112 NM ALBUQUERQUE Single Family 60901 IL KANKAKEE Single Family 77433 TX CYPRESS PUD 00000 XX LYNNWOOD Single Family 98579 WA ROCHESTER Single Family 93230 CA HANFORD Single Family 53212 WI MILWAUKEE 2-4 Family 77571 TX LAPORTE 2-4 Family 60613 IL CHICAGO 2-4 Family 99207 WA SPOKANE Single Family 97055 OR TROUTDALE Single Family 21208 MD BALTIMORE Single Family 53219 WI MILWAUKEE 2-4 Family 61104 IL ROCKFORD 2-4 Family 8825 NJ FRENCHTOWN Single Family 97060 OR TROUTDALE Single Family 60110 IL CARPENTERSVILLE Single Family 31406 GA SAVANNAH Single Family 85239 AZ MARICOPA PUD 85239 AZ MARICOPA PUD 77004 TX HOUSTON Single Family 30315 GA ATLANTA Single Family 80549 CO WELLINGTON PUD 59714 MT BELGRADE Single Family 28379 NC ROCKINGHAM Single Family 46815 IN FORT XXXXX Single Family 3223 NH CAMPTON 2-4 Family 60628 IL CHICAGO Single Family 92678 CA TRABURN CANYON Single Family 45229 OH CINCINNATI 2-4 Family 96002 CA XXXXXXX Single Family 84094 UT XXXXX Single Family 97754 OR PRINEVILLE Single Family 89103 NV LAS VEGAS Condominium 37075 TN HENDERSONVILLE Single Family 4240 ME LEWISTON 2-4 Family 30236 GA JONESBORO Single Family 23112 VA MIDLOTHIAN Single Family 19348 PA KENNETT SQUARE Single Family 48631 MI KAWKAWLIN Single Family 55435 MN EDINA Single Family 28269 NC CHARLOTTE PUD 97630 OR LAKEVIEW Single Family 34758 FL KISSIMMEE PUD 97223 OR TIGARD Single Family 93722 CA FRESNO Single Family 46835 IN FORT XXXXX Single Family 29388 SC XXXXXXXX Single Family 30228 GA HAMPTON Single Family 12010 NY AMSTERDAM 2-4 Family 28215 NC CHARLOTTE Single Family 33068 FL NORTH LAUDERDALE Single Family 27707 NC DURHAM PUD 36542 AL GULF SHORES Condominium 30044 GA LAWRENCEVILLE PUD 23219 VA RICHMOND Hi-Rise Condo 23832 VA CHESTERFIELD Single Family 84057 UT OREM Single Family 80131 CO LOUVIERS Single Family 80234 CO WESTMINSTER Condominium 30168 GA AUSTELL Single Family 33707 FL GULFPORT 2-4 Family 29334 SC XXXXXX PUD 92630 CA LAKE FOREST Condominium 95670 CA RANCHO XXXXXXX Single Family 93454 CA SANTA XXXXX Single Family 76180 TX NORTH RICHLAND HILLS Single Family 30034 GA DECATUR Condominium 97734 OR CULVER Single Family 23661 VA HAMPTON Single Family 34103 FL NAPLES Single Family 30087 GA STONE MOUNTAIN Single Family 8753 NJ TOMS RIVER Single Family 29577 SC MYRTLE BEACH Hi-Rise Condo 85249 AZ CHANDLER PUD 23222 VA RICHMOND Single Family 29627 SC XXXXXX Single Family 0000 XX XXXX XXXXXXXXX Condominium 3054 NH MERRIMACK Single Family 32927 FL COCOA Single Family 75104 TX CEDAR HILL Single Family 38401 TN COLUMBIA 2-4 Family 28480 NC WRIGHTSVILLE BEACH Single Family 45681 OH SOUTH SALEM Single Family 00000 XX YACOLT Single Family 60431 IL SHOREWOOD Single Family 43040 OH MARYSVILLE Single Family 76022 TX BEDFORD PUD 97760 OR CROOKED RIVER RANCH PUD 29650 SC GREER Single Family 91733 CA SOUTH EL MONTE Single Family 30106 GA AUSTELL Single Family 21212 MD BALTIMORE Single Family 97386 OR SWEET HOME Single Family 60629 IL CHICAGO 2-4 Family 20783 MD HYATTSVILLE Single Family 77502 TX PASADENA Single Family 98407 WA TACOMA Single Family 83204 ID POCATELLO 2-4 Family 70047 LA DESTREHAN 2-4 Family 45252 OH CINCINNATI Condominium 20874 MD GERMANTOWN Condominium 85302 AZ GLENDALE Single Family 20152 VA CHANTILLY PUD 77539 TX XXXXXXXXX Single Family 37214 TN NASHVILLE Condominium 20152 VA SOUTH RIDING Condominium 55057 MN NORTHFIELD Single Family 19064 PA SPRINGFIELD Single Family 46130 IN FOUNTAINTOWN Single Family 32607 FL GAINESVILLE Condominium 32825 FL ORLANDO PUD 33314 FL DAVIE PUD 73034 OK EDMOND PUD 43026 OH HILLIARD Condominium 27603 NC RALEIGH PUD 7840 NJ ALLAMUCHY TWP. PUD 55106 MN SAINT XXXX Single Family 30152 GA KENNESAW PUD 20708 MD LAUREL Single Family 7960 NJ MORRISTOWN Single Family 66061 KS OLATHE Single Family 33032 FL MIAMI Single Family 20164 VA STERLING Single Family 76707 TX WACO Single Family 98604 WA BATTLE GROUND Single Family 54601 WI LA CROSSE Single Family 89081 NV NORTH LAS VEGAS PUD 89178 NV LAS VEGAS PUD 89130 NV LAS VEGAS PUD 89032 NV NORTH LAS VEGAS PUD 89115 NV LAS VEGAS PUD 89031 NV NORTH LAS VEGAS PUD 84062 UT PLEASANT GROVE Single Family 89015 NV HENDERSON PUD 89123 NV LAS VEGAS PUD 89108 NV LAS VEGAS Single Family 89052 NV XXXXXXXXX Condominium 89081 NV NORTH LAS VEGAS PUD 84790 UT XXXXX XXXXXX XXX 00000 NV XXXXXXXXX PUD 84719 UT XXXXX HEAD Condominium 89115 NV LAS VEGAS Condominium 89115 NV LAS VEGAS Condominium 89147 NV LAS VEGAS Condominium 89149 NV LAS VEGAS Condominium 93611 CA CLOVIS Single Family 89142 NV LAS VEGAS Single Family 89030 NV NORTH LAS VEGAS Single Family 89108 NV LAS VEGAS Single Family 89139 NV LAS VEGAS PUD 89032 NV NORTH LAS VEGAS PUD 76426 TX BRIDGEPORT Single Family 89135 NV LAS VEGAS PUD 98205 WA EVERETT PUD 75070 TX XXXXXXXX PUD 85375 AZ SUN CITY WEST Single Family 91351 CA SANTA CLARITA Single Family 89148 NV LAS VEGAS Condominium 89012 NV XXXXXXXXX PUD 91381 CA XXXXXXXXX RANCH Single Family 89130 NV NORTH LAS VEGAS Condominium 89130 NV LAS VEGAS Condominium 89108 NV LAS VEGAS Condominium 89149 NV LAS VEGAS Single Family 89115 NV LAS VEGAS Condominium 89115 NV LAS VEGAS Condominium 89031 NV NORTH LAS VEGAS PUD 89102 NV LAS VEGAS Single Family 92571 CA PERRIS Single Family 89148 NV LAS VEGAS PUD 93065 CA SIMI VALLEY Single Family 89081 NV NORTH LAS VEGAS PUD 89138 NV LAS VEGAS PUD 89147 NV LAS VEGAS Single Family 89131 NV LAS VEGAS PUD 89015 NV XXXXXXXXX Condominium 89015 NV HENDERSON Single Family 89052 NV HENDERSON PUD 89110 NV LAS VEGAS Single Family 89144 NV LAS VEGAS PUD 89052 NV HENDERSON Condominium 89052 NV XXXXXXXXX PUD 98103 WA SEATTLE Condominium 98103 WA SEATTLE Condominium 89149 NV LAS VEGAS Single Family 89144 NV LAS VEGAS Condominium 89149 NV LAS VEGAS Single Family 89052 NV HENDERON PUD 89129 NV LAS VEGAS Single Family 91739 CA RANCHO CUCAMONGA Single Family 85248 AZ XXXXXXXX PUD 95472 CA SEBASTOPOL Single Family 90680 CA XXXXXXX Single Family 91915 CA CHULA VISTA Condominium 92154 CA SAN DIEGO PUD 92882 CA CORONA PUD 90250 CA HAWTHORNE 2-4 Family 91301 CA AGOURA HILLS Single Family 60102 IL ALGONQUIN Condominium 90230 CA XXXXXX CITY Condominium 34655 FL NEW PORT XXXXXX Single Family 92243 CA EL CENTRO Single Family 20879 MD GAITHERSBURG Condominium 33602 FL TAMPA PUD 92054 CA OCEANSIDE Condominium 95219 CA XXXXXXXX XXX 00000 MD BOWIE Single Family 94062 CA WOODSIDE Single Family 95120 CA SAN XXXX Single Family 95062 CA SANTA XXXX Single Family 89178 NV LAS VEGAS PUD 89115 NV LAS VEGAS PUD 89081 NV NORTH LAS VEGAS PUD 89081 NV LAS VEGAS PUD 89122 NV LAS VEGAS PUD 89142 NV LAS VEGAS Condominium 92591 CA TEMECULA Single Family 89139 NV LAS VEGAS PUD 89030 NV NORTH LAS VEGAS Single Family 89031 NV NORTH LAS VEGAS PUD 90240 CA DOWNEY Single Family 89081 NV NORTH LAS VEGAS PUD 89031 NV LAS VEGAS PUD 90301 CA INGLEWOOD Condominium 89149 NV LAS VEGAS Condominium 84115 UT SALT LAKE 2-4 Family 89121 NV LAS VEGAS Single Family 89147 NV LAS VEGAS Townhouse 89139 NV LAS VEGAS PUD 89106 NV LAS VEGAS Single Family 89032 NV NORTH LAS VEGAS PUD 89123 NV LAS VEGAS PUD 89139 NV LAS VEGAS PUD 89031 NV NORTH LAS VEGAS PUD 89014 NV XXXXXXXXX PUD 89178 NV LAS VEGAS PUD 89123 NV LAS VEGAS PUD 89131 NV LAS VEGAS PUD 89139 NV LAS VEGAS PUD 89122 NV LAS VEGAS PUD 89031 NV NORTH LAS VEGAS Single Family 89031 NV NORTH LAS VEGAS PUD 89131 NV LAS VEGAS PUD 89081 NV NORTH LAS VEGAS PUD 89084 NV NORTH LAS VEGAS PUD 89131 NV LAS VEGAS PUD 93312 CA XXXXXXXXXXX XXX 00000 CA XXXXX Single Family 93446 CA PASO XXXXXX Single Family 89131 NV LAS VEGAS PUD 89115 NV NORTH LAS VEGAS PUD 89085 NV NORTH LAS VEGAS PUD 89139 NV LAS VEGAS PUD 89086 NV NORTH LAS VEGAS PUD 89108 NV LAS VEGAS Single Family 89123 NV LAS VEGAS PUD 89178 NV LAS VEGAS PUD 89081 NV NORTH LAS VEGAS PUD 89081 NV NORTH LAS VEGAS PUD 89108 NV LAS VEGAS Single Family 89061 NV PAHRUMP PUD 89015 NV XXXXXXXXX PUD 89032 NV NORTH LAS VEGAS PUD 89145 NV LAS VEGAS Single Family 89121 NV LAS VEGAS Single Family 89084 NV NORTH LAS VEGAS PUD 95624 CA ELK GROVE Single Family 32219 FL JACKSONVILLE PUD 89122 NV LAS VEGAS PUD 89139 NV LAS VEGAS PUD 89122 NV LAS VEGAS PUD 92025 CA ESCONDIDO Single Family 92677 CA XXXXXX XXXXXX XXX 00000 CA CORONA Single Family 92240 CA DESERT HOT SPRINGS Single Family 93610 CA CHOWCHILLA Single Family 33076 FL CORAL SPRINGS PUD 34982 FL FORT XXXXXX 2-4 Family 34110 FL NAPLES Condominium 92126 CA SAN DIEGO Condominium 85242 AZ QUEEN CREEK PUD 33594 FL VALRICO PUD 00000 XX YELM Single Family 32778 FL TAVARES Single Family 40207 KY LOUISVILLE Single Family 21014 MD BEL AIR Single Family 44830 OH FOSTORIA Single Family 22182 VA VIENNA Single Family 2740 MA NEW BEDFORD Single Family 96090 CA TEHAMA Single Family 85255 AZ SCOTTSDALE PUD 27610 NC RALEIGH PUD 85041 AZ PHOENIX PUD 30467 GA SYLVANIA Single Family 23803 VA PETERSBURG Single Family 45237 OH CINCINNATI 2-4 Family 98502 WA OLYMPIA Single Family 23452 VA VIRGINIA BEACH Single Family 85242 AZ QUEEN CREEK PUD 30134 GA DOUGLASVILLE Single Family 21207 MD BALTIMORE 2-4 Family 19606 PA READING Single Family 21213 MD BALTIMORE Single Family 63111 MO SAINT LOUIS Single Family 20147 VA ASHBURN PUD 23453 VA VIRGINIA BEACH Single Family 93635 CA LOS BANOS Single Family 93268 CA XXXX Single Family 92078 CA SAN MARCOS PUD 85251 AZ SCOTTSDALE Condominium 23503 VA NORFOLK Single Family 33602 FL TAMPA Single Family 60644 IL CHICAGO Single Family 19087 PA RADNOR TWP. Single Family 7417 NJ FRANKLIN LAKES Single Family 91730 CA RANCHO CUCAMONGA Condominium 89032 NV NORTH LAS VEGAS Single Family 7513 NJ PATERSON 2-4 Family 55433 MN XXXX RAPIDS Single Family 80138 CO XXXXXX Single Family 80004 CO ARVADA Single Family 32804 FL ORLANDO Single Family 98188 WA TUKWILA Condominium 80020 CO BROOMFIELD Single Family 7663 NJ SADDLE BROOK Single Family 8852 NJ MONMOUTH JUNCTION PUD 55398 MN XXXXXXXXX Condominium 91911 CA CHULA VISTA Single Family 20110 VA MANASSAS Single Family 75115 TX DESOTO Single Family 22801 VA HARRISONBURG Single Family 77084 TX HOUSTON PUD 37211 TN NASHVILLE Single Family 37013 TN ANTIOCH PUD 77049 TX HOUSTON PUD 34653 FL NEW PORT XXXXXX Single Family 77084 TX HOUSTON PUD 30104 GA XXXXXX Single Family 63670 MO STE XXXXXXXXX Single Family 34668 FL PORT XXXXXX Single Family 33760 FL CLEARWATER Condominium 33609 FL TAMPA Single Family 33510 FL XXXXXXX PUD 77433 TX XXXXXXX XXX 00000 XX XXXXX XXX 00000 GA LAWRENCEVILLE PUD 31405 GA SAVANNAH PUD 77073 TX HOUSTON PUD 77073 TX HOUSTON PUD 60073 IL ROUND LAKE PUD 77546 TX FRIENDSWOOD PUD 30176 GA TALLAPOOSA Single Family 30176 GA TALLAPOOSA Single Family 30176 GA TALLAPOOSA Single Family 77494 TX KATY PUD 29920 SC HARBOR ISLAND Condominium 37013 TN ANTIOCH PUD 37211 TN NASHVILLE Single Family 30316 GA ATLANTA PUD 60629 IL CHICAGO 2-4 Family 30721 GA XXXXXX Single Family 33912 FL FT. XXXXX Single Family 00000 XX PASCO Single Family 33319 FL LAUDERHILL PUD 60425 IL GLENWOOD Single Family 30273 GA REX PUD 33777 FL XXXXX XXX 00000 GA LITHONIA Single Family 34609 FL SPRINGHILL Single Family 30120 GA CARTERSVILLE PUD 30263 GA NEWNAN Single Family 30260 GA XXXXXX PUD 30103 GA ADAIRSVILLE PUD 55433 MN MINNEAPOLIS Single Family 55432 MN SPRING LAKE PARK Single Family 55309 MN BIG LAKE Single Family 27527 NC XXXXXXX PUD 21133 MD BALTIMORE Single Family 90028 CA LOS ANGELES Condominium 22191 VA WOODBRIDGE Single Family 20002 DC WASHINGTON 2-4 Family 21234 MD PARKVILLE Townhouse 20706 MD LANHAM Single Family 20904 MD SILVER SPRING Single Family 20874 MD GERMANTOWN Townhouse 20784 MD HYATTSVILLE Single Family 20748 MD TEMPLE HILLS Single Family 21216 MD BALTIMORE Single Family 24073 VA XXXXXXXXXXXXXX XXX 00000 MD GREENBELT PUD 20877 MD GAITHERSBURG Single Family 21046 MD COLUMBA Condominium 20879 MD GAITHERSBURG Townhouse 20019 DC WASHINGTON Single Family 20020 DC WASHINGTON 2-4 Family 20019 DC WASHINGTON Single Family 20164 VA STERLING Single Family 28594 NC EMERLD ISLE Single Family 21114 MD CROFTON Single Family 20737 MD RIVERDALE Single Family 20721 MD BOWIE Single Family 20745 MD OXON HILL Single Family 20716 MD BOWIE Single Family 85032 AZ PHOENIX Single Family 89101 NV LAS VEGAS Single Family 29910 SC BLUFFTON Single Family 95624 CA ELK GROVE Single Family 33772 FL SEMINOLE Single Family 22942 VA GORDONSVILLE Single Family 10704 NY YONKERS 2-4 Family 17038 PA JONESTOWN Single Family 85225 AZ XXXXXXXX Condominium 30082 GA SMYRNA Single Family 10701 NY YONKERS 2-4 Family 53204 WI MILWAUKEE 2-4 Family 7401 NJ ALLENDALE Single Family 33534 FL GIBSONTON PUD 2134 MA ALLSTON Condominium 21770 MD MONROVIA Single Family 89015 NV XXXXXXXXX Single Family 60025 IL GLENVIEW Single Family 0000 XX XXXXXXXXXX 2-4 Family 89701 NV XXXXXX CITY PUD 89015 NV HENDERSON PUD 10016 NY XXX XXXX Xxxxxxxxxxx 0000 XX XXXXXXX Single Family 72719 AR CENTERTON Single Family 96793 HI WAILUKU PUD 2556 MA N FALMOUTH Single Family 60629 IL CHICAGO Single Family 89101 NV LAS VEGAS Single Family 39401 MS HATTIESBURG 2-4 Family 30513 GA BLUE RIDGE Single Family 85226 AZ XXXXXXXX Single Family 27615 NC RALEIGH Single Family 99004 WA XXXXXX PUD 85249 AZ CHANDLER PUD 4101 ME PORTLAND 2-4 Family 75765 TX XXXXXXX Single Family 92399 CA YUCAIPA Single Family 60504 IL AURORA PUD 63110 MO SAINT LOUIS 2-4 Family 18466 PA TOBYHANNA PUD 23114 VA MIDLOTHIAN Single Family 95660 CA NORTH HIGHLANDS Single Family 85301 AZ GLENDALE Single Family 85208 AZ MESA PUD 92173 CA SAN YSIDRO Condominium 91730 CA RANCHO CUCAMONGA Single Family 95301 CA ATWATER Single Family 19146 PA PHILADELPHIA 2-4 Family 78748 TX AUSTIN Single Family 50312 IA DES MOINES Single Family 92392 CA VICTORVILLE Single Family 11235 NY BROOKLYN 2-4 Family 91335 CA RESEDA Single Family 33756 FL CLEARWATER 2-4 Family 20136 VA XXXXXXX XXX 00000 TX SCHERTZ Single Family 37404 TN CHATTANOOGA 2-4 Family 25413 WV XXXXXX XXXX XXX 00000 GA JONESBORO PUD 30236 GA JONESBORO PUD 30016 GA XXXXXXXXX Single Family 30294 GA ELLENWOOD PUD 30236 GA JONESBORO PUD 30087 GA STONE MOUNTAIN PUD 30274 GA RIVERDALE Single Family 30039 GA SNELLVILLE PUD 30132 GA DALLAS PUD 30179 GA TEMPLE Single Family 30141 GA XXXXX PUD 30480 GA XXXXXX XXXXX XXX 00000 GA DECATUR PUD 30534 GA DAWSONVILLE Single Family 30152 GA KENNESAW Single Family 30152 GA KENNESAW PUD 30088 GA STONE MOUNTAIN Condominium 30224 GA XXXXXXX Single Family 30228 GA HAMPTON Single Family 30228 GA HAMPTON Single Family 30135 GA DOUGLASVILLE Single Family 30349 GA ATLANTA PUD 30349 GA ATLANTA PUD 30157 GA DALLAS PUD 28027 NC CONCORD PUD 28227 NC CHARLOTTE Single Family 30040 GA CUMMING PUD 89107 NV LAS VEGAS Single Family 00000 XX RENTON Single Family 89130 NV LAS VEGAS PUD 89031 NV N. LAS VEGAS PUD 89115 NV LAS VEGAS Condominium 95215 CA STOCKTON Single Family 92804 CA ANAHEIM Condominium 89139 NV LAS VEGAS PUD 93656 CA RIVERDALE Single Family 92501 CA RIVERSIDE Single Family 95831 CA SACRAMENTO Single Family 30179 GA TEMPLE Single Family 30238 GA JONESBORO Single Family 30224 GA XXXXXXX Single Family 30080 GA SMRYNA Single Family 30228 GA HAMPTON PUD 30039 GA SNELLVILLE PUD 30296 GA RIVERDALE PUD 7107 NJ EAST ORANGE Single Family 33558 FL XXXX Condominium 33558 FL LUTZ Condominium 33558 FL XXXX Condominium 33767 FL CLEARWATER BEACH Condominium 33625 FL TAMPA PUD 33773 FL LARGO Condominium 43227 OH COLUMBUS Single Family 32952 FL XXXXXXX ISLAND Single Family 32504 FL PENSACOLA Condominium 33541 FL ZEPHYRHILLS PUD 28215 NC CHARLOTTE Single Family 28216 NC CHARLOTTE Single Family 36695 AL MOBILE Single Family 80219 CO DENVER 2-4 Family 54311 WI GREEN BAY Single Family 87108 NM ALBUQUERQUE 2-4 Family 87108 NM ALBUQUERQUE 2-4 Family 87144 NM RIO RANCHO Single Family 37086 TN LAVERGNE Single Family 33756 FL CLEARWATER Single Family 80103 CO BYERS Single Family 55422 MN MINNEAPOLIS Single Family 32967 FL VERO BEACH Single Family 89521 NV RENO Single Family 93304 CA BAKERSFIELD 2-4 Family 93304 CA BAKERSFIELD 2-4 Family 55376 MN SAINT XXXXXXX Single Family 00000 XX XXX XXXXX Single Family 37042 TN CLARKSVILLE 2-4 Family 63366 MO O FALLON Single Family 55433 MN XXXX RAPIDS Single Family 55422 MN ROBBINSDALE Single Family 55420 MN MINNEAPOLIS Single Family 45203 OH CINCINNATI Condominium 80123 CO LITTLETON Single Family 80123 CO LITTLETON Single Family 63011 MO BALLWIN Single Family 32835 FL ORLANDO Condominium 32835 FL ORLANDO Condominium 75052 TX GRAND PRAIRIE Single Family 33912 FL FORT XXXXX Condominium 29445 SC GOOSE CREEK Single Family 37115 TN MADISON 2-4 Family 33611 FL TAMPA Condominium 33981 FL PORT CHARLOTTE Single Family 75407 TX PRINCETON PUD 75034 TX FRISCO PUD 60617 IL CHICAGO 2-4 Family 34208 FL BRADENTON PUD 88012 NM LAS CRUCES Single Family 88012 NM LAS CRUCES Single Family 33611 FL TAMPA Condominium 33611 FL TAMPA Condominium 77088 TX HOUSTON PUD 77302 TX CONROE PUD 75070 TX MCKINNEY PUD 33852 FL LAKE PLACID Single Family 75154 TX OVILLA Single Family 33764 FL CLEARWATER Condominium 32714 FL ALTAMONTE SPRINGS Condominium 28604 NC BANNER ELK Condominium 33610 FL TAMPA Single Family 33803 FL LAKELAND Single Family 32714 FL ALTAMONTE SPRINGS Condominium 33624 FL TAMPA PUD 32909 FL PALM BAY Single Family 33604 FL TAMPA Single Family 48205 MI DETROIT Single Family 32926 FL COCOA Single Family 34711 FL CLERMONT Single Family 60621 IL CHICAGO Single Family 32812 FL ORLANDO Condominium 48001 MI ALGONAC Single Family 33594 FL VALRICO Condominium 37013 TN ANTIOCH Single Family 20011 DC WASHINGTON Single Family 85006 AZ PHOENIX 2-4 Family 85022 AZ PHOENIX Condominium 60614 IL CHICAGO 2-4 Family 92114 CA SAN DIEGO Single Family 86336 AZ SEDONA Single Family 17404 PA YORK Single Family 43015 OH DELAWARE 2-4 Family 85258 AZ SCOTTSDALE Condominium 91203 CA SAN DIEGO 2-4 Family 24501 VA LYNCHBURG 2-4 Family 33711 FL SAINT PETERSBURG Single Family 34744 FL KISSIMMEE PUD 20850 MD ROCKVILLE Condominium 20112 VA XXXXXXXX XXX 00000 VA WOODBRIDGE PUD 22304 VA ALEXANDRIA Single Family 21401 MD ANNAPOLIS Single Family 21401 MD ANNAPOLIS PUD 21060 MD XXXX BURNIE Single Family 20744 MD FORT WASHINGTON Single Family 22191 VA WOODBRIDGE PUD 20853 MD ROCKVILLE Single Family 22150 VA SPRINGFIELD PUD 20747 MD DISTRICT HEIGHTS Condominium 20194 VA RESTON PUD 20721 MD BOWIE PUD 21061 MD XXXX BURNIE Single Family 22554 VA XXXXXXXX Single Family 20855 MD XXXXXXX PUD 20166 VA STERLING PUD 22003 VA ANNANDALE Condominium 20112 VA MANASSAS Single Family 20906 MD SILVER SPRING Single Family 85020 AZ PHOENIX 2-4 Family 90270 CA MAYWOOD Single Family 90745 CA CARSON Single Family 90260 CA LAWNDALE Single Family 93721 CA FRESNO Condominium 85338 AZ GOODYEAR PUD 93001 CA VENTURA 2-4 Family 92240 CA DESERT HOT SPRINGS Single Family 92382 CA RUNNING SPRINGS Single Family 80022 CO COMMERCE CITY PUD 92307 CA APPLE VALLEY Single Family 77379 TX SPRING PUD 32828 FL ORLANDO PUD 33558 FL LUTZ Condominium 33558 FL XXXX Condominium 33771 FL LARGO Single Family 30549 GA ARCADE Single Family 30117 GA CARROLLTON Single Family 22191 VA WOODBRIDGE PUD 78737 TX AUSTIN PUD 95628 CA FAIR OAKS Single Family 22192 VA WOODBRIDGE PUD 20832 MD OLNEY Condominium 0000 XX XXXXX XXXXXX XXXXXXXX Single Family 20165 VA STERLING PUD 0000 XX XXXXXXXX XX XXXXXXXXX 2-4 Family 20886 MD XXXXXXXXXX XXXXXXX XXX 0000 XX XXXXXXXX XX XXXXXXXXXX Single Family 22309 VA XXXXXXXXXX XXX 00000 VA REMINGTON Single Family 7843 NJ BOROUGH OF HOPATCONG Single Family 18018 PA BETHLEHEM CITY Single Family 0000 XX XXXXXXXX XX XXXXXXXX Single Family 7860 NJ XXXXXX Single Family 32812 FL ORLANDO Single Family 8015 NJ TOWNSHIP OF PEMBERTON Single Family 10950 NY BLOOMING GROVE Single Family 0000 XX XXXXXXXX XX XXXXXXXXXX Single Family 12603 NY CITY OF POUGHKEEPSIE 2-4 Family 0000 XX XXXXXXXX XX XXXX XXXXXXXX Single Family 8005 NJ OCEAN TOWNSHIP Single Family 12589 NY TOWN OF PLATTEKILL Single Family 10992 NY WASHINGTONVILLE VILLAGE Single Family 7764 NJ WEST LONG BRANCH BOROUGH Single Family 8731 NJ LACEY TOWNSHIP Single Family 7095 NJ WOODBRIDGE TOWNSHIP Single Family 8723 NJ TOWNSHIP OF BRICK Single Family 19301 PA TREDYFFRIN TOWNSHIP Single Family 7064 NJ WOODBRIDGE TOWNSHIP Single Family 0000 XX XXXX XX XXXXXX XXXXX Single Family 8724 NJ BRICK TOWNSHIP Condominium 19809 DE WILMINGTON Single Family 22192 VA WOODBRIDGE Condominium 8030 NJ CITY OF GLOUCESTER Single Family 18954 PA NORTHAMPTON TOWNSHIP Single Family 19804 DE WILMINGTON Single Family 23229 VA RICHMOND Single Family 19380 PA WEST WHITELAND TOWNSHIP Condominium 23075 VA HIGHLAND SPRINGS PUD 19086 PA NETHER PROVIDENCE TOWNSHI Condominium 8096 NJ TOWNSHIP OF DEPTFORD Single Family 7465 NJ BOROUGH OF WANAQUE Single Family 7719 NJ WALL TOWNSHIP Single Family 20155 VA GAINESVILLE Single Family 19320 PA EAST FALLOWFIELD TOWNSHIP PUD 18360 PA XXXXXX TOWNSHIP Single Family 20743 MD CAPITOL HEIGHTS Single Family 22302 VA ALEXANDRIA Condominium 20155 VA GAINESVILLE PUD 8861 NJ CITY OF PERTH AMBOY 2-4 Family 20601 MD WALDORF Single Family 19027 PA CHELTENHAM TOWNSHIP Single Family 7901 NJ CITY OF SUMMIT Single Family 19147 PA PHILADELPHIA 2-4 Family 20707 MD LAUREL Single Family 0000 XX XXXXXXXX XX XXXXXXXXXX Single Family 19079 PA XXXXX TOWNSHIP Single Family 7008 NJ BOROUGH OF CARTERET Single Family 19958 DE LEWES Single Family 20105 VA ALDIE Condominium 7628 NJ BOROUGH OF XXXXXX Single Family 7460 NJ TOWNSHIP OF JEFFERSON Single Family 20850 MD ROCKVILLE Condominium 20109 VA MIDLAND Single Family 20136 VA XXXXXXX XXX 00000 MD BOWIE Single Family 64030 MO GRANDVIEW PUD 21133 MD RANDALLSTOWN Single Family 80504 CO FREDERICK Single Family 80501 CO LONGMONT PUD 85020 AZ PHOENIX Condominium 60013 IL XXXX Single Family 91914 CA CHULA VISTA PUD 80234 CO WESTMINSTER PUD 66104 KS KANSAS CITY Single Family 89012 NV HENDERSON Single Family 55124 MN SAINT XXXX Condominium 98074 WA SAMMAMISH PUD 91722 CA COVINA Single Family 85382 AZ PEORIA PUD 80134 CO XXXXXX PUD 75214 TX DALLAS PUD 92139 CA SAN DIEGO Condominium 80220 CO DENVER Single Family 95901 CA PLUMAS LAKE Single Family 65049 MO LAKE OZARK Single Family 92507 CA RIVERSIDE Condominium 80110 CO ENGLEWOOD Single Family 33426 FL BOYNTON BEACH Condominium 72132 AR REDFIELD Single Family 91790 CA WEST COVINA Single Family 80004 CO ARVADA Single Family 87107 NM ALBUQUERQUE Single Family 8260 NJ WILDWOOD Condominium 91387 CA SANTA CLARITA Single Family 80134 CO XXXXXX Single Family 80020 CO BROOMFIELD PUD 92882 CA CORONA Condominium 95901 CA PLUMAS LAKE Single Family 00000 XX TACOMA Single Family 93550 CA PALMDALE Single Family 92057 CA OCEANSIDE Condominium 30080 GA SMYRNA Single Family 80128 CO LITTLETON Single Family 92057 CA OCEANSIDE Condominium 00000 XX XXXXXXXXX Single Family 80516 CO ERIE Single Family 92313 CA GRAND TERRACE Condominium 65622 MO BUFFALO Single Family 1950 MA NEWBURYPORT Single Family 93550 CA PALMDALE Single Family 85041 AZ PHOENIX PUD 92324 CA COLTON Condominium 92201 CA INDIO PUD 80212 CO DENVER Single Family 87113 NM ALBUQUERQUE PUD 32931 FL COCOA BEACH Condominium 28227 NC CHARLOTTE PUD 92881 CA CORONA Condominium 92126 CA SAN DIEGO Condominium 60622 IL CHICAGO Condominium 90701 CA ARTESIA Single Family 33194 FL MIAMI Townhouse 97301 OR SALEM Single Family 92003 CA BONSALL Single Family 90706 CA BELLFLOWER Single Family 91010 CA XXXXXX Condominium 30518 GA BUFORD PUD 89108 NV LAS VEGAS Single Family 10703 NY YONKERS 2-4 Family 85251 AZ SCOTTSDALE Single Family 98503 WA LACEY PUD 32712 FL APOPKA PUD 63116 MO SAINT LOUIS Single Family 91402 CA PANORAMA CITY Single Family 89115 NV LAS VEGAS Single Family 92647 CA HUNTINGTON BEACH Single Family 91945 CA LEMON GROVE Single Family 34638 FL LAND O LAKES PUD 89015 NV XXXXXXXXX Single Family 85212 AZ MESA Condominium 85243 AZ QUEEN CREEK PUD 92808 CA ANAHEIM Condominium 86314 AZ PRESCOTT VALLEY Single Family 92563 CA MURRIETA Single Family 20904 MD SILVER SPRING PUD 30349 GA COLLEGE PARK Condominium 7502 NJ PATERSON Single Family 30274 GA RIVERDALE Single Family 21042 MD ELLICOTT CITY Single Family 91403 CA XXXXXXX OAKS Single Family 90731 CA SAN XXXXX Single Family 85353 AZ XXXXXXXX PUD 91710 CA CHINO Single Family 92806 CA ANAHEIM Single Family 85225 AZ XXXXXXXX Single Family 78245 TX SAN ANTONIO Single Family 73139 OK OKLAHOMA CITY Single Family 85374 AZ SURPRISE PUD 85301 AZ GLENDALE Single Family 85209 AZ MESA PUD 0000 XX XXXXX XXXX 2-4 Family 34746 FL KISSIMMEE Single Family 63366 MO X'XXXXXX Single Family 30501 GA GAINESVILLE Single Family 85086 AZ PHOENIX Single Family 91335 CA RESEDA Single Family 63021 MO BALLWIN Single Family 6118 CT EAST HARTFORD Single Family 8812 NJ DUNELLEN Single Family 32828 FL ORLANDO PUD 32751 FL MAITLAND Condominium 89117 NV LAS VEGAS Single Family 85335 AZ EL MIRAGE Single Family 21740 MD HAGERSTOWN Single Family 85641 AZ VAIL PUD 30311 GA ATLANTA Single Family 20002 DC WASHINGTON Single Family 86314 AZ PRESCOTT VALLEY PUD 89107 NV LAS VEGAS Single Family 19422 PA BLUE XXXX Single Family 23114 VA MIDLOTHIAN PUD 92509 CA RIVERSIDE Single Family 92886 CA XXXXX XXXXX Single Family 85308 AZ GLENDALE PUD 21048 MD FINKSBURG PUD 20020 DC WASHINGTON Single Family 55411 MN MINNEAPOLIS Single Family 11706 NY BAY SHORE Single Family 34759 FL KISSIMMEE PUD 85297 AZ GILBERT PUD 00000 XX SEATTLE Single Family 85201 AZ MESA Single Family 27610 NC RALEIGH PUD 33410 FL PALM BEACH GARDENS PUD 90280 CA SOUTH GATE Single Family 85331 AZ CAVE CREEK PUD 11434 NY JAMAICA Single Family 92064 CA POWAY Condominium 92543 CA HEMET Single Family 33064 FL POMPANO BEACH Single Family 8859 NJ SAYREVILLE Condominium 32908 FL PALM BAY Single Family 22066 VA GREAT FALLS PUD 21224 MD HIGHLANDTOWN Condominium 92701 CA SANTA XXX Single Family 95209 CA STOCKTON PUD 98264 WA LYNDEN PUD 20783 MD HYATTSVILLE Single Family 89031 NV NORTH LAS VEGAS PUD 30228 GA HAMPTON PUD 85022 AZ PHOENIX Single Family 7631 NJ ENGLEWOOD 2-4 Family 30004 GA ALPHARETTA PUD 78664 TX ROUND ROCK PUD 20110 VA MANASSAS PUD 7724 NJ TINTON FALLS Condominium 94920 CA BELVEDERE Single Family 80224 CO DENVER Condominium 55433 MN XXXX RAPIDS Single Family 95407 CA SANTA XXXX Single Family 28262 NC CHARLOTTE Condominium 21113 MD ODENTON Condominium 80504 CO FIRESTONE PUD 60614 IL CHICAGO Condominium 55408 MN MINNEAPOLIS Single Family 92003 CA BONSALL Single Family 33611 FL TAMPA Single Family 6340 CT GROTON Single Family 93030 CA XXXXXX XXX 00000 CA LOS ANGELES 2-4 Family 91105 CA PASADENA Single Family 95023 CA HOLLISTER 2-4 Family 60712 IL LINCOLNWOOD Single Family 92084 CA VISTA 2-4 Family 92562 CA MURRIETA Single Family 92562 CA MURRIETA Single Family 84780 UT WASHINGTON PUD 92653 CA XXXXXX XXXXX XXX 00000 CA PERRIS Single Family 91342 CA LOS ANGELES Single Family 85249 AZ XXXXXXXX PUD 92101 CA SAN DIEGO Hi-Rise Condo 90056 CA LOS ANGELES Single Family 95124 CA SAN XXXX Single Family 92335 CA FONTANA Single Family 92025 CA ESCONDIDO 2-4 Family 95020 CA GILROY Single Family 95776 CA WOODLAND 2-4 Family 63376 MO ST. XXXXXX Single Family 94544 CA HAYWARD Single Family 55430 MN BROOKLYN CENTER Single Family 89108 NV LAS VEGAS Single Family 63110 MO ST. LOUIS 2-4 Family 21114 MD CROFTON PUD 90034 CA LOS ANGELES Single Family 91911 CA CHULA VISTA 2-4 Family 91910 CA CHULA VISTA Single Family 95117 CA SAN XXXX Single Family 92692 CA MISSION VIEJO PUD 92508 CA RIVERSIDE Single Family 98146 WA BURIEN Single Family 92337 CA FONTANA Single Family 80237 CO DENVER Condominium 80219 CO DENVER Single Family 80602 CO XXXXXXXX PUD 87123 NM ALBUQUERQUE PUD 87111 NM ALBUQUERQUE Single Family 77089 TX HOUSTON Single Family 77077 TX HOUSTON PUD 38017 TN COLLIERVILLE PUD 74019 OK CLAREMORE Single Family 30215 GA FAYETTEVILLE PUD 30094 GA XXXXXX Single Family 31803 GA BUENA VISTA Single Family 30144 GA KENNESAW PUD 30017 GA XXXXXXX PUD 29061 SC XXXXXXX Single Family 31803 GA BUENA VISTA Single Family 20886 MD XXXXXXXXXXXX XXX 00000 GA XXXXXXXXXX XXX 00000 MD XXXXXXXXX XXX 00000 GA DAWSONVILLE PUD 30040 GA CUMMING PUD 30043 GA LAWRENCEVILLE PUD 29108 SC XXXXXXXX Single Family 22003 VA ANNANDALE Single Family 85364 AZ YUMA Single Family 00000 XX XXXXXXX Single Family 00000 XX XXXXXXX XXX Single Family 85248 AZ XXXXXXXX PUD 85706 AZ TUCSON PUD 85003 AZ PHOENIX Single Family 85741 AZ TUCSON PUD 85209 AZ MESA PUD 89506 NV RENO PUD 85710 AZ TUCSON Single Family 89436 NV SPARKS Single Family 98408 WA TACOMA Single Family 85712 AZ TUCSON Single Family 89109 NV LAS VEGAS Single Family 85706 AZ TUCSON Single Family 85296 AZ XXXXXXX PUD 96789 HI MILILANI PUD 96706 HI EWA BEACH PUD 96734 HI KAILUA Single Family 28443 NC HAMPSTEAD PUD 28409 NC WILMINGTON Single Family 28205 NC CHARLOTTE Condominium 28401 NC WILMINGTON Single Family 56037 MN GOOD THUNDER Single Family 54703 WI EAU CLAIRE Single Family 55401 MN MINNEAPOLIS Hi-Rise Condo 30542 GA FLOWERY BRANCH PUD 30152 GA KENNESAW PUD 77584 TX PEARLAND PUD 75214 TX DALLAS PUD 94519 CA CONCORD Single Family 94062 CA REDWOOD CITY Single Family 92040 CA SAN DIEGO Single Family 94112 CA SAN FRANCISCO Single Family 7719 NJ BELMAR Single Family 92101 CA SAN DIEGO Condominium 8755 NJ DOVER TOWNSHIP Single Family 91331 CA LOS ANGELES Single Family 92131 CA SAN DIEGO Condominium 94521 CA CONCORD PUD 91913 CA CHULA VISTA Condominium 77459 TX MISSOURI CITY PUD 77373 TX SPRING PUD 77302 TX CONROE PUD 46062 IN NOBLESVILLE PUD 80909 CO COLORADO SPRINGS Single Family 80210 CO DENVER Single Family 65714 MO NIXA Single Family 94558 CA NAPA Single Family 63376 MO SAINT XXXXXX Single Family 80015 CO CENTENNIAL PUD 80210 CO DENVER Single Family 87501 NM SANTA FE Single Family 63135 MO SAINT LOUIS Single Family 80102 CO XXXXXXX PUD 80233 CO NORTHGLENN Single Family 80018 CO AURORA PUD 80922 CO COLORADO SPRINGS Single Family 80921 CO COLORADO SPRINGS Single Family 80110 CO ENGLEWOOD Single Family 66223 KS OVERLAND PARK Single Family 66044 KS LAWRENCE Single Family 80238 CO DENVER PUD 80906 CO COLORADO SPRINGS Single Family 80013 CO AURORA PUD 66619 KS TOPEKA Single Family 80017 CO AURORA Condominium 80134 CO XXXXXX PUD 65714 MO NIXA Single Family 64114 MO KANSAS CITY Single Family 80817 CO FOUNTAIN Single Family 85207 AZ MESA Single Family 85743 AZ TUCSON Single Family 86305 AZ PRESCOTT Single Family 80020 CO BROOMFIELD PUD 98038 WA MAPLE VALLEY PUD 98239 WA XXXXXXXXXX XXX 00000 XX XXXXXXXXXX Single Family 98052 WA XXXXXXX Condominium 98028 WA KENMORE Condominium 97402 OR EUGENE Single Family 97478 OR SPRINGFIELD Single Family 97321 OR ALBANY Single Family 97401 OR EUGENE Single Family 97223 OR TIGARD Single Family 97045 OR OREGON CITY Single Family 00000 XX XXXXXXXXX Single Family 00000 XX XXXXXXXX Townhouse 77381 TX XXX XXXXXXXXX XXX 00000 TX HOUSTON PUD 20708 MD LAUREL Condominium 80125 CO LITTLETON PUD 60610 IL CHICAGO Hi-Rise Condo 27105 NC WINSTON SALEM Single Family 95620 CA XXXXX Single Family 94590 CA VALLEJO PUD 80421 CO XXXXXX Single Family 33919 FL FORT XXXXX PUD 28031 NC XXXXXXXXX PUD 60610 IL CHICAGO Hi-Rise Condo 60610 IL CHICAGO Hi-Rise Condo 55432 MN XXXXXXX Single Family 60611 IL CHICAGO Hi-Rise Condo 60611 IL CHICAGO Hi-Rise Condo 60440 IL BOLINGBROOK Single Family 55038 MN HUGO Condominium 24541 VA DANVILLE Single Family 85303 AZ GLENDALE Single Family 80127 CO LITTLETON Single Family 27406 NC GREENSBORO Single Family 60610 IL CHICAGO Hi-Rise Condo 92630 CA LAKE FOREST Condominium 80004 CO ARVADA Single Family 55025 MN FOREST LAKE Single Family 94070 CA SAN XXXXXX Single Family 80232 CO LAKEWOOD PUD 29745 SC YORK Single Family 60636 IL CHICAGO 2-4 Family 80013 CO AURORA Single Family 33912 FL FORT XXXXX Single Family 27410 NC GREENSBORO PUD 80015 CO AURORA Condominium 20874 MD XXXXXXXXXX XXX 00000 CO GOLDEN Single Family 80013 CO AURORA PUD 95973 CA CHICO Single Family 90650 CA NORWALK Single Family 92882 CA CORONA Condominium 92882 CA CORONA Condominium 92882 CA CORONA Condominium 92324 CA COLTON Condominium 92585 CA MENIFEE Single Family 92101 CA SAN DIEGO Hi-Rise Condo 93727 CA FRESNO Condominium 93727 CA FRESNO Condominium 92324 CA COLTON Condominium 92115 CA SAN DIEGO Condominium 92101 CA SAN DIEGO Hi-Rise Condo 92057 CA OCEANSIDE Condominium 92101 CA SAN DIEGO Hi-Rise Condo 92324 CA COLTON Condominium 92130 CA SAN DIEGO Condominium 93721 CA FRESNO Condominium 92324 CA COLTON Condominium 95050 CA SANTA XXXXX Condominium 92139 CA SAN DIEGO Condominium 91911 CA CHULA VISTA Condominium 92882 CA CORONA Condominium 92139 CA SAN DIEGO Condominium 92394 CA VICTORVILLE Single Family 92394 CA VICTORVILLE Single Family 92394 CA VICTORVILLE Single Family 92507 CA RIVERSIDE Condominium 92394 CA VICTORVILLE Single Family 93536 CA LANCASTER Single Family 93536 CA LANCASTER Single Family 89128 NV LAS VEGAS Condominium 89052 NV XXXXXXXXX PUD 92780 CA TUSTIN Condominium 92780 CA TUSTIN Condominium 60010 IL BARRINGTON PUD 91390 CA XXXXXX XXXX XXX 00000 CA KING CITY Single Family 86406 AZ LAKE HAVASU CITY Single Family 85310 AZ GLENDALE PUD 85206 AZ MESA PUD 85044 AZ PHOENIX Single Family 92203 CA INDIO PUD 00000 XX SNOHOMISH Single Family 98102 WA SEATTLE Condominium 98270 WA MARYSVILLE Single Family 80907 CO COLORADO SPRINGS Single Family 80918 CO COLORADO SPRINGS Single Family 77095 TX HOUSTON PUD 95678 CA ROSEVILLE Condominium 77573 TX XXXXXX XXXX XXX 00000 TX CYPRESS PUD 78737 TX AUSTIN PUD 80101 CO CASTLE ROCK PUD 80503 CO LONGMONT PUD 80503 CO LONGMONT PUD 80128 CO LITTLETON PUD 63026 MO XXXXXX PUD 97006 OR ALOHA Single Family 00000 XX XXXXXXXX Single Family 97024 OR FAIRVIEW PUD 97202 OR PORTLAND Single Family 97304 OR SALEM Single Family 97213 OR PORTLAND Single Family 97062 OR TUALATIN Single Family 83642 ID MERIDIAN PUD 83686 ID NAMPA Single Family 98374 WA PUYALLUP Single Family 71118 LA SHREVEPORT PUD 71118 LA SHREVEPORT Single Family 71105 LA SHREVEPORT Single Family 71107 LA SHREVEPORT Single Family 28269 NC CHARLOTTE PUD 28227 NC CHARLOTTE PUD 30066 GA MARIETTA PUD 30062 GA MARIETTA Single Family 30144 GA KENNESAW PUD 30536 GA ELLIJAY PUD 76248 TX XXXXXX PUD 76248 TX XXXXXX PUD 76227 TX XXXXXX PUD 75407 TX PRINCETON PUD 78240 TX SAN ANTONIO PUD 64089 MO SMITHVILLE Single Family 80525 CO XXXX XXXXXXX XXX 00000 XX XXXXXXXXX Single Family 80005 CO ARVADA Single Family 80424 CO BRECKENRIDGE PUD 80012 CO AURORA Single Family 80439 CO EVERGREEN PUD 81120 CO ANTONITO Single Family 80504 CO LONGMONT Single Family 80026 CO LAFAYETTE Single Family 80487 CO STEAMBOAT SPRINGS PUD 65591 MO MONTREAL Single Family 80497 CO SILVERTHORNE Single Family 80631 CO GREELEY Single Family 80461 CO LEADVILLE PUD 80210 CO DENVER Single Family 80465 CO XXXXXXXX Single Family 66049 KS XXXXXXXX Single Family 80601 CO BRIGHTON Single Family 80019 CO AURORA PUD 46304 IN XXXXXX Single Family 80134 CO XXXXXX PUD 80514 CO DACONO Single Family 80525 CO FORT XXXXXXX PUD 80112 CO ENGLEWOOD Condominium 81122 CO BAYFIELD Single Family 67601 KS XXXX Single Family 80906 CO COLORADO SPRINGS Single Family 80120 CO LITTLETON PUD 80232 CO LAKEWOOD Condominium 80128 CO LITTLETON Single Family 80205 CO DENVER Single Family 80504 CO XXXXXXXXX PUD 80122 CO CENTENNIAL PUD 80640 CO HENDERSON PUD 80303 CO BOULDER PUD 80233 CO XXXXXXXX Single Family 80903 CO COLORADO SPRINGS Single Family 65672 MO HOLLISTER Single Family 80221 CO DENVER Single Family 80651 CO PLATTEVILLE PUD 80138 CO XXXXXX PUD 80918 CO COLORADO SPRINGS Single Family 80124 CO LAKEWOOD Condominium 81008 CO PUEBLO Single Family 80229 CO XXXXXXXX Condominium 80920 CO COLORADO SPRINGS PUD 65809 MO SPRINGFIELD Single Family 80922 CO COLORADO SPRINGS Single Family 81052 CO XXXXX Single Family 76574 TX XXXXXX Single Family 85225 AZ XXXXXXXX Condominium 85233 AZ XXXXXXX PUD 85210 AZ MESA Condominium 85242 AZ QUEEN CREEK PUD 85258 AZ SCOTTSDALE PUD 85629 AZ SAHUARITA PUD 85614 AZ GREEN VALLEY PUD 95935 CA XXXXXXX Single Family 80020 CO BROOMFIELD PUD 80108 CO XXXXXX XXXX XXX 00000 XX XXXXXX Single Family 80503 CO NIWOT PUD 80911 CO COLORADO SPRINGS Single Family 97404 OR EUGENE Single Family 97355 OR LEBANON Single Family 97477 OR SPRINGFIELD Condominium 97702 OR BEND PUD 97401 OR EUGENE Single Family 97477 OR SPRINGFIELD Single Family 98513 WA LACEY PUD 00000 XX OLYMPIA Single Family 97266 OR PORTLAND Single Family 98665 WA VANCOUVER Single Family 98682 WA VANCOUVER Condominium 77581 TX PEARLAND PUD 77517 TX SANTA FE Single Family 77590 TX TEXAS CITY Single Family 77302 TX CONROE PUD 95973 CA CHICO Single Family 95969 CA PARADISE Single Family 92882 CA CORONA Condominium 92882 CA CORONA Condominium 92037 CA LA JOLLA Condominium 92211 CA PALM DESERT Condominium 92882 CA CORONA Condominium 92211 CA PALM DESERT Condominium 92103 CA SAN DIEGO Condominium 92126 CA SAN DIEGO Condominium 92324 CA COLTON Condominium 92057 CA OCEANSIDE Condominium 92130 CA SAN DIEGO Condominium 92037 CA LA JOLLA Condominium 93727 CA FRESNO Condominium 92324 CA COLTON Condominium 92037 CA LA JOLLA Condominium 92057 CA OCEANSIDE Condominium 92113 CA SAN DIEGO Single Family 92563 CA MURRIETA PUD 92394 CA VICTORVILLE Single Family 92394 CA VICTORVILLE Single Family 92394 CA VICTORVILLE Single Family 92394 CA VICTORVILLE Single Family 92507 CA RIVERSIDE Condominium 92301 CA ADELANTO Single Family 93543 CA LITTLEROCK Single Family 93560 CA ROSAMOND Single Family 93536 CA QUARTZ HILL Single Family 93551 CA PALMDALE Single Family 93505 CA CALIFORNIA CITY Single Family 93561 CA TEHACHAPI PUD 93536 CA LANCASTER Single Family 93535 CA LANCASTER Single Family 92374 CA REDLANDS Single Family 89113 NV LAS VEGAS Condominium 89086 NV NORTH LAS VEGAS PUD 89139 NV LAS VEGAS PUD 92223 CA BEAUMONT Single Family 91502 CA BURBANK Condominium 92612 CA IRVINE Condominium 92656 CA ALISO VIEJO Condominium 92612 CA IRVINE Condominium 91775 CA SAN XXXXXXX Single Family 92656 CA ALISO VIEJO Condominium 93551 CA PALMDALE PUD 93552 CA PALMDALE Single Family 60107 IL STREAMWOOD PUD 94607 CA OAKLAND Condominium 95405 CA SANTA XXXX Single Family 93930 CA KING CITY Single Family 93215 CA DELANO Single Family 78613 TX CEDAR PARK PUD 75090 TX SHERMAN Single Family 75020 TX XXXXXXX Single Family 86403 AZ LAKE HAVASU CITY Single Family 95382 CA TURLOCK Single Family 95350 CA MODESTO Single Family 98258 WA LAKE XXXXXXX Single Family 00000 XX XXXXXXXXX Single Family 98144 WA SEATTLE Single Family 98290 WA SNOHOMISH Single Family 80919 CO COLORADO SPRINGS PUD 80918 CO COLORADO SPRINGS Single Family 77433 TX HOUSTON PUD 77356 TX XXXXXXXXXX Single Family 92231 CA CALEXICO Single Family 95862 CA SHINGLE SPRINGS Single Family 95667 CA PLACERVILLE Single Family 80013 CO AURORA PUD 80503 CO LONGMONT PUD 80503 CO LONGMONT PUD 80018 CO AURORA PUD 46256 IN INDIANAPOLIS PUD 77073 TX HOUSTON PUD 66043 KS LANSING Single Family 66221 KS XXXXXXXX XXXX XXX 00000 TX FRISCO PUD 66215 KS LENEXA Single Family 60156 IL LAKE IN THE HILLS Single Family 60458 IL JUSTICE Condominium 60613 IL CHICAGO Hi-Rise Condo 97213 OR PORTLAND Single Family 98682 WA VANCOUVER PUD 00000 XX XXXXXXXXX Single Family 00000 XX XX ELL Single Family 97023 OR ESTACADA Single Family 97501 OR MEDFORD Single Family 83634 ID KUNA PUD 83634 ID KUNA PUD 83605 ID XXXXXXXX PUD 83713 ID BOISE PUD 00000 XX VASHON Single Family 71115 LA SHREVEPORT Townhouse 28212 NC CHARLOTTE Condominium 80230 CO DENVER PUD 80124 CO LONE TREE PUD 80120 CO LITTLETON PUD 80204 CO DENVER 2-4 Family 80447 CO GRAND LAKE Single Family 80220 CO DENVER Single Family 87144 NM RIO RANCHO Single Family 33594 FL VALRICO PUD 74066 OK SAPULPA Single Family 20903 MD SILVER SPRING Single Family 00000 XX WENATCHEE Single Family 98188 WA SEATAC Single Family 30044 GA LAWRENCEVILLE PUD 31804 GA CATAULA Single Family 23238 VA RICHMOND Single Family 30311 GA ATLANTA Single Family 31008 GA XXXXX Single Family 30044 GA LAWRENCEVILLE Single Family 30044 GA LAWRENCEVILLE PUD 32221 FL JACKSONVILLE PUD 30097 GA DULUTH PUD 85048 AZ PHOENIX PUD 85742 AZ TUCSON Single Family 89502 NV RENO Single Family 85705 AZ TUCSON Single Family 00000 XX TACOMA Single Family 85747 AZ TUCSON PUD 89123 NV LAS VEGAS PUD 98012 WA BOTHELL PUD 85323 AZ AVONDALE PUD 85746 AZ TUCSON PUD 89115 NV NORTH LAS VEGAS PUD 85302 AZ GLENDALE Single Family 85749 AZ TUCSON Single Family 85745 AZ TUCSON Single Family 96707 HI XXXXXXX XXX 00000 HI HONOLULU Single Family 96789 HI MILILANI Condominium 96789 HI MILILANI Condominium 28226 NC CHARLOTTE Single Family 30736 GA RINGGOLD Single Family 29420 SC NORTH CHARLESTO Single Family 28409 NC WILMINGTON Single Family 27529 NC XXXXXX PUD 27045 NC RURAL HALL Single Family 55428 MN MINNEAPOLIS Condominium 60626 IL CHICAGO Single Family 54230 WI CATO Single Family 55969 MN ROLLINGSTONE Single Family 20735 MD CLINTON Single Family 48035 MI CLINTON TOWNSHIP Single Family 48127 MI DEARBORN HEIGHTS Single Family 56377 MN SARTELL Single Family 77433 TX CYPRESS PUD 76123 TX XXXX XXXXX XXX 00000 TX XXXXXXXX PUD 94514 CA DISCOVERY BAY PUD 93436 CA LOMPOC PUD 93063 CA SIMI VALLEY Single Family 23228 VA RICHMOND Single Family 92587 CA LAKE ELSINORE PUD 46060 IN NOBLESVILLE PUD 92336 CA FONTANA Single Family 92069 CA SAN MARCOS Single Family 86001 AZ FLAGSTAFF Condominium 90807 CA LONG BEACH Single Family 92105 CA SAN DIEGO Condominium 92612 CA IRVINE PUD 92322 CA CEDARPINES PARK Single Family 93308 CA BAKERSFIELD Single Family 92653 CA LAGUNA HILLS Condominium 91325 CA LOS ANGELES Single Family 94525 CA XXXXXXXX Single Family 92704 CA SANTA XXX Single Family 90020 CA LOS ANGELES Condominium 49345 MI SPARTA Single Family 92040 CA LAKESIDE Single Family 91367 CA WOODLAND HILLS Condominium 93065 CA SIMI VALLEY Single Family 92557 CA XXXXXX VALLEY Single Family 77018 TX HOUSTON Single Family 77429 TX CYPRESS PUD 80206 CO DENVER Single Family 80121 CO CENTENNIAL PUD 22042 VA FALLS CHURCH Condominium 93505 CA CALIFORNIA CITY Single Family 93534 CA LANCASTER Single Family 93436 CA LOMPOC Single Family 93552 CA PALMDALE Single Family 93551 CA PALMDALE Single Family 90404 CA SANTA XXXXXX Condominium 90606 CA LOS ANGELES Single Family 90047 CA LOS ANGELES Single Family 90250 CA HAWTHORNE Single Family 91340 CA SAN XXXXXXXX Single Family 91335 CA (RESEDA AREA)LO Single Family 92335 CA FONTANA Single Family 90047 CA LOS ANGELES 2-4 Family 93535 CA LANCASTER Single Family 93552 CA PALMDALE Single Family 7735 NJ UNION BEACH Single Family 23875 VA PRINCE XXXXXX Single Family 22657 VA STRASBURG PUD 7206 NJ XXXXXXXXX 2-4 Family 33028 FL PEMBROKE PINES PUD 78254 TX SAN ANTONIO PUD 1468 MA XXXXXXXXX Condominium 68135 NE OMAHA Single Family 75007 TX CARROLLTON Single Family 33071 FL CORAL SPRINGS Condominium 77338 TX HUMBLE PUD 91344 CA GRANADA HILLS Single Family 28278 NC CHARLOTTE PUD 90710 CA HARBOR Condominium 77373 TX SPRING PUD 78648 TX LULING Single Family 77088 TX HOUSTON PUD 97062 OR TUALATIN Condominium 85222 AZ CASA GRANDE PUD 65802 MO SPRINGFIELD Single Family 63031 MO FLORISSANT Single Family 77573 TX LEAGUE CITY PUD 33068 FL NORTH LAUDERDALE Townhouse 33145 FL MIAMI Condominium 55444 MN BROOKLYN PARK Single Family 30066 GA MARIETTA Single Family 30075 GA ROSWELL PUD 55374 MN XXXXXX Single Family 85323 AZ AVONDALE PUD 63010 MO XXXXXX Single Family 77489 TX MISSOURI CITY PUD 75137 TX DUNCANVILLE Single Family 77429 TX CYPRESS PUD 80301 CO BOULDER Single Family 85345 AZ PEORIA Single Family 77429 TX CYPRESS PUD 78061 TX XXXXXXXX Single Family 89052 NV XXXXXXXXX PUD 89081 NV NORTH LAS VEGAS PUD 89178 NV LAS VEGAS PUD 89115 NV LAS VEGAS Condominium 89122 NV LAS VEGAS Condominium 89015 NV XXXXXXXXX Single Family 89103 NV LAS VEGAS Condominium 89110 NV LAS VEGAS PUD 89109 NV LAS VEGAS PUD 85249 AZ CHANDLER PUD 89015 NV XXXXXXXXX PUD 95210 CA XXXXXXXX XXX 00000 CA PALMDALE Single Family 89130 NV NORTH LAS VEGAS Condominium 89121 NV LAS VEGAS Townhouse 89131 NV LAS VEGAS PUD 89135 NV LAS VEGAS PUD 89122 NV LAS VEGAS Single Family 89118 NV LAS VEGAS Condominium 89118 NV LAS VEGAS Condominium 89032 NV NORTH LAS VEGAS Condominium 89118 NV LAS VEGAS Condominium 89130 NV LAS VEGAS Condominium 89130 NV LAS VEGAS Condominium 94303 CA EAST PALO ALTO Single Family 89131 NV LAS VEGAS Single Family 89119 NV LAS VEGAS Single Family 89130 NV LAS VEGAS Condominium 89031 NV NORTH LAS VEGAS Single Family 89103 NV LAS VEGAS Condominium 89015 NV HENDERSON PUD 89015 NV XXXXXXXXX PUD 89139 NV LAS VEGAS PUD 89142 NV LAS VEGAS Single Family 89031 NV NORTH LAS VEGAS Single Family 89052 NV XXXXXXXXX PUD 89031 NV NORTH LAS VEGAS PUD 89142 NV LAS VEGAS Single Family 91350 CA SANTA CLARITA PUD 92881 CA CORONA Single Family 89123 NV LAS VEGAS Single Family 89031 NV LAS VEGAS Single Family 89135 NV LAS VEGAS Single Family 89012 NV XXXXXXXXX Single Family 89135 NV LAS VEGAS Single Family 89123 NV LAS VEGAS Single Family 89052 NV HENDERSON PUD 89166 NV LAS VEGS Single Family 89074 NV HENDERSON Single Family 86401 AZ KINGMAN Single Family 86402 AZ KINGMAN Single Family 61265 IL MOLINE Single Family 64129 MO KANSAS CITY Single Family 85232 AZ FLORENCE PUD 85201 AZ MESA Condominium 92407 CA SAN BERNARDINO Single Family 30213 GA FAIRBURN Single Family 92301 CA ADELANTO Single Family 80249 CO DENVER PUD 37066 TN GALLATIN Single Family 7011 NJ CLIFTON 2-4 Family 85242 AZ QUEEN CREEK PUD 32218 FL JACKSONVILLE PUD 48618 MI XXXXXXX Single Family 22408 VA XXXXXXXXXXXXXX XXX 00000 VA FAIRFAX Condominium 73003 OK EDMOND PUD 76248 TX XXXXXX PUD 89141 NV LAS VEGAS Townhouse 89156 NV LAS VEGAS Single Family 89031 NV LAS VEGAS PUD 89178 NV LAS VEGAS PUD 89084 NV NORTH LAS VEGAS PUD 89178 NV LAS VEGAS PUD 89139 NV LAS VEGAS PUD 90222 CA XXXXXXX Single Family 90631 CA LA HABRA Single Family 89129 NV LAS VEGAS Condominium 89131 NV LAS VEGAS PUD 89123 NV LAS VEGAS Single Family 89103 NV LAS VEGAS Condominium 89101 NV LAS VEGAS Single Family 89135 NV LAS VEGAS PUD 89143 NV LAS VEGAS PUD 33708 FL SAINT PETERSBURG Single Family 93706 CA FRESNO 2-4 Family 85009 AZ PHOENIX Single Family 89121 NV LAS VEGAS Condominium 89139 NV LAS VEGAS PUD 89178 NV LAS VEGAS PUD 92551 CA XXXXXX VALLEY PUD 89031 NV NORTH LAS VEGAS PUD 89081 NV LAS VEGAS PUD 89130 NV LAS VEGAS PUD 75052 TX GRAND PRAIRIE PUD 89135 NV LAS VEGAS PUD 89031 NV LAS VEGAS PUD 89123 NV LAS VEGAS PUD 89128 NV LAS VEGAS PUD 55418 MN MINNEAPOLIS 2-4 Family 55398 MN XXXXXXXXX Single Family 72756 AR XXXXXX Single Family 90803 CA LONG BEACH 2-4 Family 89122 NV LAS VEGAS PUD 89122 NV LAS VEGAS PUD 89052 NV XXXXXXXXX PUD 89122 NV LAS VEGAS PUD 89122 NV LAS VEGAS PUD 89108 NV LAS VEGAS Single Family 89129 NV LAS VEGAS PUD 92115 CA SAN DIEGO Single Family 93444 CA NIPOMO Single Family 89106 NV LAS VEGAS PUD 89110 NV LAS VEGAS PUD 92584 CA MENIFEE Single Family 92584 CA MENIFEE Single Family 89142 NV LAS VEGAS PUD 89123 NV LAS VEGAS PUD 89138 NV LAS VEGAS PUD 89121 NV LAS VEGAS Single Family 89149 NV LAS VEGAS Single Family 89129 NV LAS VEGAS PUD 89031 NV NORTH LAS VEGAS PUD 94553 CA MARTINEZ Single Family 89115 NV LAS VEGAS PUD 89081 NV LAS VEGAS PUD 89115 NV LAS VEGAS PUD 89123 NV LAS VEGAS PUD 89149 NV LAS VEGAS PUD 85242 AZ QUEEN CREEK PUD 89178 NV LAS VEGAS PUD 89115 NV LAS VEGAS PUD 89081 NV NORTH LAS VEGAS PUD 89123 NV LAS VEGAS PUD 89109 NV LAS VEGAS Condominium 89115 NV LAS VEGAS PUD 89139 NV LAS VEGAS PUD 89148 NV LAS VEGAS PUD 89138 NV LAS VEGAS PUD 89139 NV LAS VEGAS PUD 90018 CA LOS ANGELES Single Family 89139 NV LAS VEGAS PUD 89129 NV LAS VEGAS Condominium 89115 NV NORTH LAS VEGAS PUD 95330 CA LATHROP Single Family 90044 CA LOS ANGELES 2-4 Family 89115 NV LAS VEGAS PUD 89014 NV XXXXXXXXX PUD 92501 CA RIVERSIDE 2-4 Family 84414 UT HARRISVILLE Single Family 85242 AZ QUEEN CREEK PUD 85296 AZ XXXXXXX PUD 97759 OR SISTERS Single Family 77551 TX GALVESTON Single Family 15955 PA SIDMAN Single Family 30331 GA ATLANTA PUD 85375 AZ SUN CITY WEST PUD 94561 CA OAKLEY Single Family 83687 ID NAMPA PUD 83703 ID BOISE 2-4 Family 95111 CA SAN XXXX PUD 99216 WA SPOKANE VALLEY Single Family 32907 FL PALM BAY Single Family 32780 FL TITUSVILLE Single Family 33637 FL TAMPA Single Family 33624 FL TAMPA PUD 32744 FL XXXX XXXXX Single Family 31028 GA CENTERVILLE PUD 00000 XX XX XXXXXXXXXX Xxxxxxxxxxx 00000 XX LAVONIA Single Family 33612 FL TAMPA Single Family 33634 FL TAMPA Single Family 30058 GA LITHONIA Single Family 34677 FL OLDSMAR Single Family 33612 FL TAMPA Single Family 20120 VA CENTREVILLE PUD 73112 OK OKLAHOMA CITY Single Family 71901 AR HOT SPRINGS Single Family 34771 FL ST. CLOUD PUD 30014 GA COVINGTON Single Family 81521 CO FRUITA Single Family 30349 GA COLLEGE PARK PUD 33810 FL XXXXXXXX XXX 00000 XX XXXXXXXXXXX Single Family 77086 TX HOUSTON PUD 60190 IL WINFIELD Single Family 00000 XX KENNEWICK Single Family 71913 AR HOT SPRINGS Single Family 53142 WI KENOSHA Single Family 82716 WY GILLETTE Single Family 61822 IL CHAMPAIGN PUD 61822 IL CHAMPAIGN PUD 85374 AZ SURPRISE PUD 99206 WA SPOKANE VALLEY PUD 60110 IL CARPENTERSVILLE Single Family 77429 TX CYPRESS PUD 73010 OK XXXXXXXXX Single Family 78259 TX SAN ANTONIO PUD 20866 MD BURTONSVILLE Single Family 33971 FL LEHIGH ACRES Single Family 73119 OK OKLAHOMA CITY Single Family 20747 MD XXXXXXXX XXXXXXX XXX 00000 FL NAPLES 2-4 Family 21224 MD BALTIMORE Single Family 81520 CO XXXXXXX 2-4 Family 20876 MD GERMANTOWN Condominium 84780 UT WASHINGTON Single Family 73008 OK BETHANY Single Family 20019 DC WASHINGTON Single Family 60070 IL PROSPECT HEIGHTS Condominium 77086 TX HOUSTON PUD 99301 WA PASCO Single Family 73109 OK OKLAHOMA CITY Single Family 20019 DC WASHINGTON Single Family 30034 GA DECATUR Single Family 80538 CO LOVELAND Single Family 21216 MD BALTIMORE PUD 33634 FL TAMPA Single Family 33971 FL LEHIGH ACRES Single Family 30286 GA THOMASTON PUD 33619 FL TAMPA Single Family 30228 GA HAMPTON PUD 30349 GA COLLEGE PARK Single Family 30058 GA LITHONIA PUD 30080 GA MARIETTA Single Family 30318 GA ATLANTA Single Family 30316 GA ATLANTA Single Family 31088 GA WARNER ROBINS Single Family 30035 GA DECATUR Single Family 81501 CO GRAND JUNCTION Single Family 30274 GA RIVERDALE Single Family 30087 GA STONE MOUNTAIN PUD 32137 FL PALM COAST PUD 31028 GA CENTERVILLE Single Family 30016 GA COVINGTON Single Family 32927 FL COCOA Single Family 80501 CO LONGMONT Single Family 31005 GA BONAIRE Single Family 34446 FL HOMOSASSA Single Family 33617 FL TAMPA Condominium 30297 GA FOREST PARK Single Family 30134 GA DOUGLASVILLE PUD 33559 FL LUTZ PUD 33823 FL AUBURNDALE PUD 77075 TX HOUSTON PUD 34476 FL OCALA Single Family 60586 IL PLAINFIELD PUD 33559 FL LUTZ PUD 32927 FL COCOA Single Family 32927 FL COCOA Single Family 32927 FL COCOA Single Family 73170 OK OKLAHOMA CITY Single Family 30315 GA ATLANTA Single Family 32724 FL DELAND Single Family 99301 WA PASCO Single Family 99352 WA RICHLAND PUD 31820 GA MIDLAND PUD 34201 FL BRADENTON Condominium 73099 OK OKLAHOMA CITY Single Family 78245 TX SAN ANTONIO PUD 56308 MN ALEXANDRIA Single Family 55119 MN MAPLEWOOD Single Family 31820 GA MIDLAND Single Family 77433 TX CYPRESS PUD 60443 IL XXXXXXXX PUD 77038 TX HOUSTON PUD 77429 TX CYPRESS PUD 77433 TX CYPRESS PUD 33935 FL XXXXXXX Single Family 60156 IL LAKE IN THE HILLS PUD 77338 TX HUMBLE PUD 77346 TX HUMBLE PUD 33510 FL XXXXXXX PUD 77375 TX TOMBALL PUD 77459 TX MISSOURI CITY PUD 77459 TX MISSOURI CITY PUD 77459 TX MISSOURI CITY PUD 77449 TX KATY PUD 77459 TX MISSOURI CITY PUD 78501 TX MCALLEN Single Family 77433 TX CYPRESS PUD 77433 TX CYPRESS PUD 60601 IL CHICAGO Hi-Rise Condo 34853 FL PORT ST. LUCIE Single Family 30223 GA XXXXXXX Single Family 77459 TX MISSOURI CITY PUD 33626 FL TAMPA PUD 28539 NC XXXXXX Single Family 33604 FL TAMPA Single Family 99212 WA SPOKANE VALLEY Single Family 31328 GA TYBEE ISLAND Single Family 60008 IL ROLLING XXXXXXX Single Family 63385 MO WENTZVILLE Single Family 60613 IL CHICAGO Hi-Rise Condo 85306 AZ GLENDALE Single Family 30141 GA XXXXX Single Family 30518 GA SUGAR HILL Single Family 30252 GA MCDONOUGH Single Family 30236 GA JONESBORO PUD 31404 GA SAVANNAH Single Family 30165 GA ROME Single Family 30165 GA ROME Single Family 77449 TX KATY PUD 77449 TX KATY PUD 77449 TX KATY PUD 77449 TX CYPRESS PUD 77084 TX HOUSTON PUD 37037 TN CHRISTIANA Single Family 37174 TN SPRING HILL Single Family 37210 TN NASHVILLE Single Family 95117 CA SAN XXXX PUD 32792 FL WINTER PARK Condominium 19149 PA PHILADELPHIA Single Family 33912 FL FORT XXXXX Condominium 7083 NJ UNION Single Family 33319 FL LAUDERHILL Hi-Rise Condo 21217 MD BALTIMORE 2-4 Family 7104 NJ NEWARK Single Family 33605 FL TAMPA Condominium 33584 FL SEFFNER PUD 33056 FL OPA LOCKA Single Family 33615 FL TAMPA Single Family 33186 FL MIAMI PUD 33060 FL LAUDERDALE LAKES Condominium 34953 FL PORT ST. 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BRITAIN 2-4 Family 30060 GA MARIETTA Single Family 2857 RI GLOCESTER Single Family 85242 AZ QUEEN CREEK PUD 91732 CA EL MONTE PUD 32824 FL ORLANDO Single Family 11778 NY ROCKY POINT Single Family 78704 TX AUSTIN Single Family 33572 FL APOLLO BEACH PUD 85207 AZ MESA PUD 84116 UT SALT LAKE CITY Single Family 33605 FL TAMPA Condominium 23453 VA VIRGINIA BEACH Single Family 22701 VA CULPEPER PUD 85204 AZ MESA Single Family 91942 CA LA MESA Single Family 63052 MO IMPERIAL Single Family 45011 OH HAMILTON PUD 64086 MO LEE'S SUMMIT PUD 22304 VA ALEXANDRIA Single Family 87120 NM ALBERQUERQUE PUD 80537 CO LOVELAND Single Family 80526 CO FORT COLLINS Single Family 92240 CA DESERT HOT SPRINGS Single Family 10460 NY BRONX 2-4 Family 89131 NV LAS VEGAS PUD 33755 FL CLEARWATER 2-4 Family 37128 TN MURFREESBORO Single Family 92201 CA INDIO PUD 85326 AZ BUCKEYE PUD 85016 AZ PHOENIX Single Family 30082 GA SMYRNA Single Family 85207 AZ MESA PUD 80031 CO WESTMINSTER Single Family 80260 CO NORTHGLENN Single Family 85706 AZ TUCSON PUD 66102 KS KANSAS CITY 2-4 Family 33068 FL MARGATE Single Family 89123 NV LAS VEGAS PUD 60177 IL SOUTH ELGIN Single Family 20747 MD DISTRICT HEIGHTS Single Family 29072 SC LEXINGTON Single Family 92879 CA CORONA Condominium 92584 CA MENIFEE Single Family 85379 AZ SURPRISE Single Family 85757 AZ TUCSON PUD 35007 AL ALABASTER Single Family 90017 CA LOS ANGELES 2-4 Family 90640 CA MONTEBELLO Single Family 85326 AZ BUCKEYE PUD 95621 CA CITRUS HEIGHTS Single Family 44089 OH BEULAH BEACH Single Family 60827 IL RIVERDALE Single Family 92780 CA TUSTIN Single Family 7111 NJ IRVINGTON 2-4 Family 44105 OH CLEVELAND 2-4 Family 89139 NV LAS VEGAS Single Family 85653 AZ MARANA Single Family 85326 AZ BUCKEYE PUD 32724 FL DELAND Single Family 36701 AL SELMA Single Family 97013 OR CANBY Single Family 30331 GA ATLANTA PUD 20769 MD GLENN DALE Single Family 30044 GA LAWRENCEVILLE Single Family 76111 TX FORT WORTH Single Family 30236 GA JONESBORO PUD 36535 AL FOLEY Single Family 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Single Family 32708 FL WINTER SPRINGS PUD 85353 AZ TOLLESON PUD 28562 NC NEW BERN Single Family 21040 MD EDGEWOOD PUD 42101 KY BOWLING GREEN Single Family 33465 FL GREENACRES Condominium 88001 NM LAS CRUCES 2-4 Family 80226 CO LAKEWOOD Condominium 28043 NC FOREST CITY Single Family 95662 CA ORANGEVALE Single Family 43612 OH TOLEDO Single Family 48327 MI WATERFORD Single Family 52253 IA LISBON Condominium 30274 GA RIVERDALE Single Family 28079 NC INDIAN TRAIL Single Family 10017 NY NEW YORK Condominium 60639 IL CHICAGO Single Family 60014 IL CRYSTAL LAKE Condominium 60649 IL CHICAGO 2-4 Family 43017 OH DUBLIN Single Family 21742 MD HAGERSTOWN Single Family 7093 NJ WEST NEW YORK 2-4 Family 85032 AZ PHOENIX Condominium 43207 OH COLUMBUS Single Family 30741 GA ROSSVILLE Single Family 5101 VT BELLOWS FALLS 2-4 Family 32784 FL UMATILLA Single Family 21122 MD PASADENA PUD 23116 VA MECHANICSVILLE PUD 40299 KY LOUISVILLE Single Family 52240 IA IOWA CITY 2-4 Family 91351 CA CANYON COUNTRY Single 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WORCESTER Single Family 48067 MI ROYAL OAK Single Family 97402 OR EUGENE PUD 92243 CA EL CENTRO Single Family 48858 MI MT PLEASANT Single Family 92345 CA HESPERIA Single Family 90250 CA HAWTHORNE 2-4 Family 92020 CA EL CAJON Single Family 89030 NV NORTH LAS VEGAS 2-4 Family 91752 CA MIRA LOMA Single Family 98221 WA ANACORTES PUD 90303 CA INGLEWOOD Single Family 22152 VA SPRINGFIELD Single Family 20657 MD LUSBY PUD 89029 NV LAUGHLIN Single Family 95621 CA CITRUS HEIGHTS Single Family 60120 IL ELGIN Condominium 85225 AZ CHANDLER PUD 2301 MA BROCKTON Single Family 11743 NY HUNTINGTON Single Family 11590 NY WESTBURY Single Family 6810 CT DANBURY 2-4 Family 43613 OH TOLEDO Single Family 20111 VA MANASSAS Single Family 60411 IL SOUTH CHICAGO HEIGHTS Single Family 77541 TX SURFSIDE BEACH 2-4 Family 89447 NV YERINGTON Single Family 2149 MA EVERETT Condominium 27511 NC CARY PUD 23059 VA GLEN ALLEN Condominium 45122 OH GOSHEN Single Family 37067 TN FRANKLIN Single Family 6450 CT MERIDEN 2-4 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ANGELES 2-4 Family 33972 FL LEHIGH ACRES Single Family 33614 FL TAMPA Single Family 55309 MN BIG LAKE Single Family 87120 NM ALBUQUERQUE Single Family 92314 CA BIG BEAR CITY Single Family 27545 NC KNIGHTDALE PUD 6142 CT HARTFORD Single Family 30066 GA MARIETTA Single Family 33897 FL DAVENPORT PUD 98225 WA BELLINGHAM Condominium 37042 TN CLARKSVILLE Single Family 30349 GA COLLEGE PARK Single Family 30064 GA MARIETTA Single Family 85381 AZ PEORIA Single Family 22406 VA FREDERICKSBURG PUD 4073 ME SANFORD Single Family 85629 AZ SAHUARITA Single Family 60452 IL OAK FOREST Single Family 94590 CA VALLEJO Single Family 33909 FL CAPE CORAL Single Family 32043 FL GREEN COVE SPRINGS Single Family 83202 ID CHUBBUCK 2-4 Family 32016 GA FAYETTVILLE Single Family 29164 SC WAGENER Single Family 44054 OH LORAIN Single Family 33619 FL TAMPA Condominium 94577 CA SAN LEANDRO Single Family 31401 GA SAVANNAH Single Family 37871 TN KNOXVILLE Single Family 55304 MN ANDOVER Single Family 89138 NV LAS VEGAS PUD 37938 TN KNOXVILLE Single Family 97206 OR PORTLAND Single Family 30032 GA DECATUR Single Family 30088 GA STONE MOUNTAIN Single Family 23009 VA AYLETT Single Family 85730 AZ TUCSON 2-4 Family 30045 GA LAWRENCEVILLE PUD 30017 GA GRAYSON PUD 1880 MA WAKEFIELD Single Family 33614 FL TAMPA 2-4 Family 30909 GA AUGUSTA Condominium 32738 FL DELTONA Single Family 31419 GA SAVANNAH Single Family 92123 CA SAN DIEGO Single Family 20018 DC WASHINGTON Condominium 17404 PA YORK PUD 37920 TN KNOXVILLE Single Family 54024 WI SAINT CROIX FALLS 2-4 Family 22193 VA WOODBRIDGE Single Family 34285 FL VENICE Single Family 30349 GA ATLANTA PUD 4401 ME BANGOR 2-4 Family 30236 GA JONESBORO PUD 55343 MN HOPKINS PUD 60190 IL WINFIELD Single Family 18017 PA BETHLEHEM Single Family 37411 TN CHATTANOOGA Single Family 30062 GA MARIETTA Single Family 30310 GA ATLANTA Single Family 32818 FL ORLANDO Single Family 37917 TN KNOXVILLE Single Family 97218 OR PORTLAND Single Family 30507 GA GAINESVILLE Single Family 95018 CA FELTON Single Family 33605 FL TAMPA 2-4 Family 55404 MN MINNEAPOLIS Condominium 23453 VA VA BEACH Single Family 20132 VA PURCELLVILLE PUD 80216 CO DENVER Single Family 93728 CA FRESNO 2-4 Family 33705 FL SAINT PETERSBURG Single Family 30004 GA ALPHARETTA Single Family 60660 IL CHICAGO Condominium 80134 CO PARKER PUD 46038 IN FISHERS PUD 27941 NC HARBINGER Single Family 93550 CA PALMDALE Single Family 54738 WI ELEVA Single Family 92021 CA EL CAJON Condominium 86004 AZ FLAGSTAFF Single Family 95678 CA ROSEVILLE Condominium 97266 OR PORTLAND Single Family 92037 CA LA JOLLA Condominium 80526 CO FORT COLLINS Single Family 86004 AZ FLAGSTAFF Condominium 12570 NY POUGHQUAG Single Family 86301 AZ PRESCOTT Single Family 80202 CO DENVER Condominium 60564 IL NAPERVILLE PUD 76248 TX KELLER PUD 92780 CA TUSTIN Condominium 66062 KS OLATHE PUD 28031 NC CORNELIUS PUD 28469 NC OCEAN ISLE BEACH Single Family 80013 CO AURORA Single Family 91722 CA COVINA Single Family 92101 CA SAN DIEGO Condominium 96789 HI MILILANI PUD 78640 TX KYLE Single Family 80918 CO COLORADO SPRINGS PUD 77095 TX HOUSTON PUD 92203 CA INDIO PUD 92069 CA SAN MARCOS Condominium 80132 CO MONUMENT PUD 94530 CA EL CERRITO Single Family 85209 AZ MESA PUD 80126 CO LITTLETON PUD 80123 CO LITTLETON PUD 67230 KS WICHITA PUD 93309 CA BAKERSFIELD Condominium 31820 GA MIDLAND Single Family 74135 OK TULSA Single Family 30318 GA ATLANTA Single Family 85750 AZ TUCSON PUD 85743 AZ TUCSON PUD 85310 AZ GLENDALE PUD 83702 ID BOISE Single Family 92612 CA IRVINE Condominium 92530 CA LAKE ELSINORE Condominium 63125 MO SAINT LOUIS Single Family 99507 AK ANCHORAGE Condominium 92313 CA GRAND TERRACE Condominium 80021 CO WESTMINSTER Single Family 80016 CO AURORA PUD 80027 CO SUPERIOR PUD 92543 CA HEMET Single Family 98223 WA ARLINGTON PUD 78704 TX AUSTIN Single Family 31907 GA COLUMBUS Single Family 28034 NC DALLAS Single Family 77546 TX FRIENDSWOOD PUD 10030 NY NEW YORK Hi-Rise Condo 30157 GA DALLAS Single Family 33027 FL MIRAMAR Townhouse 30039 GA SNELLVILLE Single Family 78046 TX LAREDO PUD 91006 CA (ARCADIA AREA) LOS ANGELE Single Family 76108 TX FORT WORTH Single Family 92701 CA SANTA ANA Condominium 80501 CO LONGMONT PUD 83605 ID CALDWELL Single Family 28212 NC CHARLOTTE Single Family 92882 CA CORONA Condominium 31008 GA BRYON Single Family 80206 CO DENVER Single Family 97220 OR PORTLAND Single Family 80634 CO GREELEY Condominium 92313 CA GRAND TERRACE Condominium 92021 CA EL CAJON Condominium 74464 OK TAHLEQUAH Single Family 97756 OR REDMOND PUD 80516 CO ERIE PUD 92139 CA SAN DIEGO Condominium 93536 CA LANCASTER Single Family 78023 TX HELOTES PUD 80214 CO LAKEWOOD Single Family 89142 NV LAS VEGAS Single Family 73165 OK OKLAHOMA CITY PUD 85301 AZ GLENDALE Single Family 85365 AZ YUMA Single Family 92313 CA GRAND TERRACE Condominium 93536 CA LANCASTER Single Family 80013 CO AURORA PUD 98660 WA VANCOUVER Single Family 30033 GA DECATUR Single Family 89031 NV NORTH LAS VEGAS Single Family 93536 CA LANCASTER Single Family 77084 TX HOUSTON PUD 97501 OR MEDFORD Single Family 89131 NV LAS VEGAS PUD 92021 CA EL CAJON Condominium 85710 AZ TUCSON Single Family 77339 TX KINGWOOD PUD 93536 CA LANCASTER Single Family 92530 CA LAKE ELSINORE Condominium 80922 CO COLORADO SPRINGS PUD 27519 NC CARY Single Family 80537 CO LOVELAND PUD 48067 MI ROYAL OAK Single Family 84106 UT SALT LAKE CITY Single Family 66609 KS TOPEKA Single Family 80022 CO COMMERCE CITY Single Family 85747 AZ TUCSON PUD 98155 WA SHORELINE Single Family 92673 CA SAN CLEMENTE Single Family 98503 WA LACEY PUD 80908 CO COLORADO SPRINGS Single Family 92807 CA ANAHEIM Condominium 48108 MI ANN ARBOR Single Family 80524 CO FORT COLLINS PUD 92530 CA LAKE ELSINORE Condominium 27502 NC APEX PUD 97306 OR SALEM Single Family 34639 FL LAND O' LAKES PUD 80129 CO HIGHLANDS RANCH PUD 85259 AZ SCOTTSDALE Single Family 93721 CA FRESNO Condominium 93536 CA LANCASTER Single Family 92139 CA SAN DIEGO Condominium 80012 CO AURORA Single Family 80013 CO AURORA Single Family 28442 NC HALLSBORO Single Family 30126 GA MABLETON PUD 80534 CO JOHNSTOWN PUD 80013 CO AURORA PUD 97223 OR TIGARD Single Family 89147 NV LAS VEGAS PUD 77381 TX THE WOODLANDS PUD 74008 OK BIXBY Single Family 85715 AZ TUCSON Single Family 98626 WA KELSO Single Family 80304 CO BOULDER Single Family 80015 CO AURORA PUD 80013 CO AURORA Single Family 80134 CO PARKER PUD 60657 IL CHICAGO Condominium 71107 LA SHREVEPORT Single Family 80104 CO CASTLE ROCK PUD 92324 CA COLTON Condominium 80015 CO CENTENNIAL PUD 80918 CO COLORADO SPRINGS` PUD 76227 TX AUBREY PUD 92324 CA COLTON Condominium 30040 GA CUMMING PUD 32225 FL JACKSONVILLE PUD 80016 CO AURORA PUD 55437 MN BLOOMINGTON Single Family 92530 CA LAKE ELSINORE Condominium 80104 CO CASTLE ROCK PUD 32043 FL GREEN COVE SPRINGS Single Family 98403 WA TACOMA Single Family 92833 CA FULLERTON Condominium 80015 CO CENTENNIAL PUD 30318 GA ATLANTA PUD 20886 MD GAITHERSBURG PUD 92029 CA ESCONDIDO Condominium 80021 CO WESTMINSTER PUD 96789 HI MILILANI Condominium 85739 AZ TUCSON PUD 74017 OK CLAREMORE Single Family 64485 MO SAVANNAH Single Family 20874 MD GERMANTOWN PUD 93225 CA FRAZIER PARK Single Family 85335 AZ EL MIRAGE PUD 30041 GA CUMMING PUD 92507 CA RIVERSIDE Condominium 92780 CA TUSTIN Condominium 95833 CA SACRAMENTO Single Family 92507 CA RIVERSIDE Condominium 27613 NC RALEIGH Single Family 89129 NV LAS VEGAS Condominium 80016 CO CENTENNIAL PUD 80218 CO DENVER PUD 31030 GA FORT VALLEY Single Family 98026 WA EDMONDS PUD 92026 CA ESCONDIDO PUD 64082 MO LEES SUMMIT PUD 80027 CO SUPERIOR PUD 93727 CA FRESNO Condominium 96797 HI WAIPAHU PUD 78640 TX KYLE PUD 93534 CA LANCASTER Single Family 77386 TX SPRING PUD 93313 CA BAKERSFIELD Single Family 80234 CO NORTHGLENN Single Family 80015 CO AURORA Condominium 46220 IN INDIANAPOLIS Single Family 80015 CO AURORA PUD 80031 CO DENVER Condominium 65049 MO LAKE OZARK PUD 77382 TX THE WOODLANDS PUD 80017 CO AURORA Single Family 11234 NY BROOKLYN Single Family 85730 AZ TUCSON PUD 92101 CA SAN DIEGO Condominium 93950 CA PACIFIC GROVE Single Family 95961 CA OLIVEHURST Single Family 34986 FL PORT ST. LUCRE Single Family 86406 AZ LAKE HAVASU CITY Single Family 29414 SC CHARLESTON PUD 80123 CO LITTLETON Single Family 7728 NJ FREEHOLD Single Family 95826 CA SACRAMENTO Condominium 77057 TX HOUSTON Condominium 77339 TX KINGWOOD PUD 85233 AZ GILBERT Condominium 64056 MO INDEPENDENCE Single Family 97113 OR CORNELIUS PUD 66763 KS FRONTENAC Single Family 95482 CA UKIAH Single Family 80016 CO FOXFIELD Single Family 81147 CO PAGOSA SPRINGS Single Family 46205 IN INDIANAPOLIS Single Family 93550 CA PALMDALE Single Family 93536 CA LANCASTER Single Family 85705 AZ TUCSON PUD 33186 FL MIAMI PUD 92128 CA SAN DIEGO Condominium 95678 CA ROSEVILLE Condominium 29229 SC COLUMBIA PUD 85044 AZ PHOENIX Single Family 80925 CO COLORADO SPRINGS Single Family 23601 VA NEWPORT NEWS Single Family 38501 TN COOKEVILLE Single Family 80905 CO COLORADO SPRINGS Single Family 77433 TX CYPRESS PUD 83607 ID CALDWELL PUD 92021 CA EL CAJON Condominium 92251 CA IMPERIAL Single Family 97229 OR PORTLAND PUD 80130 CO LITTLETON Single Family 31088 GA MIDVILLE PUD 80487 CO STEAMBOAT SPRINGS Condominium 92404 CA SAN BERNARDINO Single Family 77459 TX MISSOURI CITY Townhouse 33026 FL PEMBROKE PINES PUD 92324 CA COLTON Condominium 80138 CO PARKER PUD 98042 WA COVINGTON PUD 78660 TX PFLUGERVILLE PUD 98801 WA WENATCHEE Single Family 60187 IL WHEATON Single Family 66212 KS OVERLAND PARK PUD 80134 CO PARKER PUD 77396 TX HUMBLE PUD 67213 KS WICHITA Single Family 97060 OR TROUTDALE Condominium 97071 OR WOODBURN PUD 80517 CO ESTES PARK Condominium 98042 WA KENT PUD 85029 AZ PHOENIX Condominium 30039 GA SNELLVILLE Single Family 30040 GA CUMMING PUD 80136 CO STRASBURG PUD 33710 FL SAINT PETERSBURG Single Family 48174 MI ROMULUS Single Family 98506 WA OLYMPIA PUD 89032 NV NORTH LAS VEGAS PUD 76108 TX FORT WORTH PUD 85283 AZ TEMPE PUD 77040 TX HOUSTON Single Family 21122 MD PASADENA Single Family 97229 OR PORTLAND Single Family 63366 MO O'FALLON PUD 92243 CA EL CENTRO Single Family 80127 CO LITTLETON PUD 66106 KS KANSAS CITY Single Family 80247 CO DENVER Condominium 65810 MO SPRINGFIELD Single Family 93101 CA SANTA BARBARA 2-4 Family 92346 CA HIGHLAND Single Family 93908 CA SALINAS Single Family 80121 CO CENTENNIAL Single Family 81225 CO CRESTED BUTTE Condominium 97124 OR HILLSBORO Single Family 80107 CO ELIZABETH Single Family 98524 WA ALLYN Single Family 28273 NC CHARLOTTE Single Family 90240 CA DOWNEY Single Family 92029 CA ESCONDIDO Condominium 64030 MO GRANDVIEW Single Family 93536 CA LANCASTER Single Family 92780 CA TUSTIN Condominium 98390 WA SUMNER PUD 92780 CA TUSTIN Condominium 56367 MN RICE Single Family 92130 CA SAN DIEGO Condominium 33936 FL LEHIGH ACRES Single Family 93560 CA ROSAMOND Single Family 30005 GA ALPHARETTA PUD 96815 HI HONOLULU Hi-Rise Condo 80906 CO COLORADO SPRINGS PUD 98662 WA VANCOUVER Condominium 80534 CO JOHNSTOWN PUD 89142 NV LAS VEGAS Single Family 65714 MO NIXA Single Family 94526 CA DANVILLE PUD 75219 TX DALLAS Single Family 64114 MO KANSAS CITY Single Family 92301 CA ADELANTO Single Family 95472 CA SEBASTOPOL Single Family 80133 CO PALMER LAKE Single Family 92506 CA RIVERSIDE Single Family 94565 CA PITTSBURG Single Family 48126 MI DEARBORN Single Family 77479 TX SUGAR LAND PUD 92243 CA EL CENTRO Single Family 87111 NM ALBUQUERQUE Single Family 21227 MD HALETHORPE Single Family 92315 CA BIG BEAR CITY Single Family 75462 TX PARIS Single Family 77345 TX KINGWOOD PUD 92116 CA SAN DIEGO Single Family 80128 CO LITTLETON Single Family 95678 CA ROSEVILLE Condominium 63109 MO SAINT LOUIS Single Family 95482 CA UKIAH Single Family 92029 CA ESCONDIDO Condominium 80031 CO WESTMINSTER Single Family 30342 GA ATLANTA Single Family 85715 AZ TUCSON PUD 78504 TX MCALLEN Single Family 95207 CA STOCKTON Single Family 85022 AZ PHOENIX PUD 80020 CO BROOMFIELD Single Family 77055 TX HOUSTON Condominium 68134 NE OMAHA Single Family 30024 GA SUWANEE PUD 33616 FL TAMPA Single Family 90042 CA LOS ANGELES Single Family 92313 CA GRAND TERRACE Condominium 71105 LA SHREVEPORT Single Family 33510 FL BRANDON PUD 95678 CA ROSEVILLE Condominium 64157 MO KANSAS CITY Single Family 85028 AZ PHOENIX Single Family 97068 OR WEST LINN Single Family 30680 GA WINDER Single Family 85022 AZ PHOENIX Condominium 27511 NC CARY PUD 64111 MO KANSAS CITY Single Family 60610 IL CHICAGO Condominium 80909 CO COLORADO SPRINGS Single Family 80221 CO DENVER Single Family 80003 CO ARVADA Single Family 75219 TX DALLAS Single Family 80920 CO COLORADO SPRINGS Single Family 80104 CO CASTLE ROCK PUD 28213 NC CHARLOTTE Single Family 95842 CA SACRAMENTO Single Family 7626 NJ BUDD LAKE Single Family 98208 WA EVERETT PUD 92806 CA ANAHEIM Single Family 60640 IL CHICAGO Condominium 80126 CO HIGHLANDS RANCH PUD 30005 GA ALPHARETTA PUD 92104 CA SAN DIEGO Condominium 30307 GA ATLANTA Condominium 92021 CA EL CAJON Condominium 98273 WA MOUNT VERNON Single Family 28412 NC WILMINGTON PUD 78640 TX KYLE Single Family 77042 TX HOUSTON Condominium 92250 CA HOLTVILLE Single Family 85020 AZ PHOENIX Single Family 97220 OR PORTLAND Single Family 80130 CO LITTLETON PUD 98671 WA WASHOUGAL PUD 95401 CA SANTA ROSA Single Family 97478 OR SPRINGFIELD Single Family 80221 CO DENVER Single Family 97123 OR HILLSBORO PUD 92881 CA CORONA PUD 28659 NC NORTH WILKESBORO Single Family 95687 CA VACAVILLE PUD 93313 CA BAKERSFIELD Single Family 28412 NC WILMINGTON Single Family 1913 MA AMESBURY Single Family 89106 NV LAS VEGAS Single Family 80454 CO INDIAN HILLS Single Family 89115 NV LAS VEGAS Condominium 85255 AZ SCOTTSDALE PUD 91911 CA CHULA VISTA 2-4 Family 84003 UT AMERICAN FORK Single Family 3882 NH EFFINGHAM Single Family 10030 NY NEW YORK 2-4 Family 80021 CO WESTMINSTER Single Family 22407 VA FREDERICKSBURG Single Family 65049 MO LAKE OZARK Condominium 85301 AZ GLENDALE Single Family 60636 IL CHICAGO Single Family 92704 CA SANTA ANA Single Family 22032 VA FAIRFAX PUD 2703 MA ATTLEBORO 2-4 Family 11717 NY BRENTWOOD Single Family 85242 AZ QUEEN CREEK PUD 60440 IL BOLINGBROOK Single Family 11706 NY BAY SHORE Single Family 60440 IL BOLINGBROOK Single Family 22408 VA FREDERICKSBURG PUD 32258 FL JACKSONVILLE Condominium 97756 OR REDMOND PUD 81224 CO CRESTED BUTTE 2-4 Family 80004 CO ARVADA Single Family 3833 NH EXETER Single Family 10705 NY YONKERS Single Family 92131 CA SAN DIEGO Condominium 45001 OH ADDYSTON Single Family 11510 NY BALDWIN Single Family 2780 MA TAUNTON 2-4 Family 22406 VA FREDERICKSBURG PUD 97216 OR PORTLAND Single Family 11717 NY BRENTWOOD Single Family 11717 NY BRENTWOOD Single Family 97302 OR SALEM 2-4 Family 60525 IL COUNTRYSIDE Single Family 60436 IL JOLIET Single Family 29621 SC ANDERSON Single Family 2648 MA MARSTONS MILLS Single Family 92705 CA SANTA ANA Condominium 92705 CA SANTA ANA Condominium 21224 MD BALTIMORE Single Family 85340 AZ LITCHFIELD PARK Single Family 93010 CA CAMARILLO Single Family 97212 OR PORTLAND Single Family 11545 NY GLEN HEAD Single Family 97302 OR SALEM Single Family 60622 IL CHICAGO 2-4 Family 11365 NY FRESH MEADOWS Single Family 28209 NC CHARLOTTE Single Family 6605 CT BRIDGEPORT 2-4 Family 10472 NY BRONX 2-4 Family 78203 TX SAN ANTONIO Single Family 78203 TX SAN ANTONIO Single Family 20716 MD BOWIE Single Family 19116 PA PHILADELPHIA Condominium 60447 IL MINOOKA PUD 78613 TX CEDAR PARK PUD 60610 IL CHICAGO Condominium 30144 GA KENNESAW Single Family 85249 AZ CHANDLER PUD 11373 NY ELMHURST 2-4 Family 30075 GA ROSWELL Single Family 60435 IL CREST HILL Single Family 11575 NY ROOSEVELT Single Family 75090 TX SHERMAN 2-4 Family 75090 TX SHERMAN 2-4 Family 11370 NY EAST ELMHURST 2-4 Family 20017 DC WASHINGTON Single Family 92336 CA FONTANA Single Family 60617 IL CHICAGO 2-4 Family 8330 NJ MAYS LANDING PUD 60560 IL YORKVILLE Single Family 11746 NY HUNTINGTON STATION Single Family 11706 NY BAY SHORE Single Family 11215 NY BROOKLYN Condominium 11368 NY CORONA 2-4 Family 20735 MD CLINTON PUD 11950 NY MASTIC Single Family 44121 OH SOUTH EUCLID Single Family 20037 DC WASHINGTON Condominium 92704 CA SANTA ANA Single Family 34472 FL OCALA Single Family 8619 NJ HAMILTON Single Family 85225 AZ CHANDLER Single Family 19054 PA LEVITTOWN Single Family 80424 CO BRECKENRIDGE Single Family 48238 MI DETROIT Single Family 22407 VA FREDERICKSBURG PUD 80022 CO COMMERCE CITY Single Family 28173 NC WAXHAW PUD 28078 NC HUNTERSVILLE PUD 20743 MD CAPITOL HGTS PUD 95961 CA OLIVEHURST Single Family 94124 CA SAN FRANCISCO Single Family 98502 WA OLYMPIA PUD 23518 VA NORFOLK Single Family 60467 IL ORLAND PARK Single Family 63118 MO ST LOUIS 2-4 Family 23518 VA NORFOLK 2-4 Family 43229 OH COLUMBUS Single Family 21136 MD REISTERSTOWN Condominium 34744 FL KISSIMMEE PUD 37013 TN ANTIOCH Single Family 92545 CA HEMET Single Family 85379 AZ SURPRISE PUD 95838 CA SACRAMENTO Single Family 20723 MD LAUREL Single Family 53565 WI MINERAL POINT Single Family 2703 MA ATTLEBORO Single Family 46201 IN INDIANAPOLIS Single Family 89148 NV LAS VEGAS PUD 92584 CA MENIFEE PUD 92260 CA PALM DESERT Condominium 30341 GA ATLANTA PUD 17078 PA PALMYRA Single Family 63376 MO SAINT PETERS Single Family 2888 RI WARWICK Single Family 22554 VA STAFFORD PUD 70810 LA BATON ROUGE Single Family 45230 OH CINCINNATI 2-4 Family 3849 NH MADISON Single Family 93314 CA BAKERSFIELD Single Family 22630 VA FRONT ROYAL Single Family 63125 MO SAINT LOUIS Single Family 22192 VA WOODBRIDGE PUD 33837 FL DAVENPORT PUD 44070 OH CONCORD Single Family 33908 FL FORT MYERS PUD 22901 VA CHARLOTTESVILLE PUD 21207 MD BALTIMORE Single Family 28269 NC CHARLOTTE PUD 33606 FL TAMPA 2-4 Family 19707 DE HOCKESSIN Single Family 94536 CA FREMONT PUD 20774 MD SPRINGDALE Single Family 92313 CA GRAND TERRACE Condominium 85310 AZ GLENDALE PUD 30047 GA LILBURN Single Family 28269 NC CHARLOTTE PUD 64117 MO KANSAS CITY Single Family 97211 OR PORTLAND Single Family 94403 CA SAN MATEO Single Family 80206 CO DENVER Single Family 94901 CA SAN RAFAEL Single Family 85248 AZ CHANDLER PUD 28213 NC CHARLOTTE PUD 21122 MD PASADENA Condominium 30094 GA CONYERS Single Family 70815 LA BATON ROUGE Single Family 20112 VA MANASSAS PUD 94901 CA SAN RAFAEL Single Family 30906 GA AUGUSTA Single Family 29170 SC WEST COLUMBIA Single Family 84084 UT WEST JORDAN Single Family 85305 AZ GLENDALE PUD 80013 CO AURORA PUD 80524 CO FORT COLLINS Condominium 80620 CO EVANS Single Family 23901 VA FARMVILLE Single Family 85044 AZ PHOENIX Single Family 85254 AZ SCOTTSDALE Single Family 1602 MA WORCESTER Single Family 34731 FL FRUITLAND PARK Single Family 35758 AL MADISON Single Family 55418 MN MINNEAPOLIS 2-4 Family 70560 LA NEW IBERIA Single Family 70544 LA JEANERETTE Single Family 55122 MN EAGAN Single Family 95619 CA DIAMOND SPRINGS PUD 92592 CA TEMECULA PUD 65072 MO ROCKY MOUNT Single Family 21078 MD HAVRE DE GRACE Single Family 28269 NC CHARLOTTE PUD 76028 TX BURLESON PUD 85268 AZ FOUNTAIN HILLS Single Family 48166 MI NEWPORT Single Family 33755 FL CLEARWATER Single Family 23456 VA VIRGINIA BEACH Single Family 33615 FL TAMPA Single Family 60661 IL CHICAGO Condominium 20745 MD OXON HILL PUD 23221 VA RICHMOND Single Family 20748 MD TEMPLE HILLS Condominium 77067 TX HOUSTON Single Family 60707 IL ELMWOOD PARK Single Family 30033 GA DECATUR Condominium 66106 KS KANSAS CITY Single Family 76060 TX KENNEDALE Single Family 34292 FL VENICE PUD 22712 VA BEALETON PUD 93722 CA FRESNO Single Family 60565 IL NAPERVILLE Single Family 33809 FL LAKELAND Single Family 8832 NJ WOODBRIDGE 2-4 Family 32210 FL JACKSONVILLE Single Family 97702 OR BEND 2-4 Family 32819 FL ORLANDO Condominium 28115 NC MOORESVILLE PUD 30294 GA ELLENWOOD PUD 55448 MN COON RAPIDS Single Family 30135 GA DOUGLASVILLE PUD 30132 GA DALLAS Single Family 55057 MN NORTHFIELD PUD 53051 WI MENOMONEE FALLS Single Family 33860 FL MULBERRY PUD 31419 GA SAVANNAH Single Family 98229 WA BELLINGHAM Single Family 2145 MA SOMERVILLE 2-4 Family 55117 MN SAINT PAUL Single Family 22407 VA FREDERICKSBURG Single Family 60175 IL SAINT CHARLES PUD 22042 VA FALLS CHURCH Single Family 60172 IL ROSELLE Single Family 94901 CA SAN RAFAEL Condominium 2908 RI PROVIDENCE Single Family 80540 CO LYONS Single Family 95337 CA MANTECA Single Family 89123 NV LAS VEGAS PUD 85242 AZ QUEEN CREEK PUD 55106 MN SAINT PAUL 2-4 Family 34761 FL OCOEE PUD 2301 MA BROCKTON Single Family 6239 CT DANIELSON 2-4 Family 85351 AZ SUN CITY Single Family 23226 VA RICHMOND Single Family 85248 AZ CHANDLER PUD 85260 AZ SCOTTSDALE Single Family 30083 GA STONE MOUNTAIN Single Family 49242 MI HILLSDALE Single Family 98001 WA AUBURN PUD 80013 CO AURORA Single Family 32257 FL JACKSONVILLE Single Family 17251 PA ROXBURY Single Family 65333 MO HOUSTONIA Single Family 92557 CA MORENO VALLEY Single Family 80461 CO LEADVILLE Single Family 22204 VA ARLINGTON Condominium 83716 ID BOISE PUD 60025 IL GLENVIEW Single Family 34210 FL BRADENTON Condominium 91340 CA SAN FERNANDO Condominium 90670 CA SANTA FE SPRINGS Single Family 95758 CA ELK GROVE Single Family 95695 CA WOODLAND Single Family 77379 TX SPRING Single Family 34652 FL NEW PORT RICHEY Single Family 82001 WY CHEYENNE Single Family 94518 CA CONCORD Single Family 95687 CA VACAVILLE Single Family 28205 NC CHARLOTTE 2-4 Family 80122 CO CENTENNIAL Single Family 84109 UT SALT LAKE CITY Single Family 90250 CA HAWTHORNE Single Family 94080 CA SOUTH SAN FRANCISCO Single Family 22180 VA VIENNA Single Family 27360 NC THOMASVILLE Single Family 60453 IL OAK LAWN Single Family 2830 RI HARRISVILLE 2-4 Family 2563 MA SANDWICH 2-4 Family 1420 MA FITCHBURG 2-4 Family 28216 NC CHARLOTTE PUD 84043 UT EAGLE MOUNTAIN Single Family 93550 CA PALMDALE Single Family 93924 CA CARMEL VALLEY Single Family 2302 MA BROCKTON Single Family 8723 NJ BRICK Single Family 23223 VA RICHMOND Single Family 87120 NM ALBUQUERQUE Single Family 33897 FL DAVENPORT PUD 55411 MN MINNEAPOLIS Single Family 30721 GA DALTON Single Family 97211 OR PORTLAND Single Family 77802 TX BRYAN 2-4 Family 91913 CA CHULA VISTA Single Family 60612 IL CHICAGO Condominium 95765 CA ROCKLIN Single Family 27616 NC RALEIGH PUD 95835 CA SACRAMENTO Condominium 97814 OR BAKER CITY Single Family 95678 CA ROSEVILLE 2-4 Family 7017 NJ EAST ORANGE Single Family 81631 CO EAGLE Single Family 2360 MA PLYMOUTH Single Family 22046 VA FALLS CHURCH Single Family 2908 RI PROVIDENCE 2-4 Family 34698 FL DUNEDIN Single Family 98901 WA YAKIMA Single Family 89121 NV LAS VEGAS PUD 75052 TX GRAND PRAIRIE PUD 32092 FL SAINT AUGUSTINE PUD 8081 NJ SICKLERVILLE Townhouse 63115 MO SAINT LOUIS 2-4 Family 34741 FL KISSIMMEE PUD 95125 CA SAN JOSE Single Family 30084 GA TUCKER PUD 10017 NY NEW YORK Hi-Rise Condo 80027 CO SUPERIOR PUD 75057 TX LEWISVILLE Single Family 7307 NJ JERSEY CITY 2-4 Family 85239 AZ MARICOPA PUD 60628 IL CHICAGO 2-4 Family 35640 AL HARTSELLE Single Family 89031 NV NORTH LAS VEGAS Single Family 8534 NJ PENNINGTON Single Family 43219 OH COLUMBUS Single Family 20121 VA CENTREVILLE PUD 2921 RI CRANSTON Single Family 1945 MA MARBLEHEAD Single Family 37341 TN HARRISON Single Family 34471 FL OCALA Single Family 3820 NH DOVER 2-4 Family 2909 RI PROVIDENCE 2-4 Family 20158 VA HAMILTON Single Family 60134 IL GENEVA Single Family 99016 WA SPOKANE VALLEY PUD 37203 TN NASHVILLE Condominium 19137 PA PHILADELPHIA Single Family 78249 TX SAN ANTONIO PUD 43081 OH WESTERVILLE Single Family 89052 NV HENDERSON PUD 28115 NC MOORESVILLE Single Family 29440 SC GEORGETOWN Single Family 30152 GA KENNESAW Single Family 32712 FL APOPKA PUD 60652 IL CHICAGO Single Family 32254 FL JACKSONVILLE Single Family 30349 GA COLLEGE PARK 2-4 Family 84660 UT SPANISH FORK Single Family 80231 CO DENVER Single Family 21756 MD KEEDYSVILLE Single Family 30217 GA FRANKLIN Single Family 30189 GA WOODSTOCK PUD 8638 NJ TRENTON Single Family 7631 NJ ENGLEWOOD Single Family 78418 TX CORPUS CHRISTI Single Family 80129 CO LITTLETON PUD 97080 OR GRESHAM Single Family 60406 IL BLUE ISLAND Single Family 45011 OH HAMILTON Single Family 94605 CA OAKLAND 2-4 Family 21154 MD STREET Single Family 11717 NY BRENTWOOD Single Family 93703 CA FRESNO Single Family 80118 CO LARKSPUR Single Family 5074 VT THETFORD Single Family 60402 IL BERWYN 2-4 Family 85302 AZ GLENDALE Single Family 3885 NH STRATHAM Condominium 28107 NC MIDLAND Single Family 20720 MD BOWIE Single Family 80241 CO THORNTON Single Family 70401 LA HAMMOND 2-4 Family 70401 LA HAMMOND 2-4 Family 95648 CA LINCOLN PUD 97015 OR CLACKAMAS Single Family 97015 OR CLACKAMAS Single Family 70403 LA HAMMOND 2-4 Family 70401 LA HAMMOND 2-4 Family 60634 IL CHICAGO Condominium 20152 VA CHANTILLY PUD 22401 VA FREDERICKSBURG PUD 55101 MN SAINT PAUL 2-4 Family 75056 TX THE COLONY Single Family 23453 VA VIRGINIA BEACH Single Family 34787 FL WINTER GARDEN PUD 32257 FL JACKSONVILLE PUD 48075 MI SOUTHFIELD Single Family 21234 MD PARKVILLE Single Family 80113 CO ENGLEWOOD Single Family 85306 AZ GLENDALE Single Family 80112 CO CENTENNIAL PUD 30349 GA COLLEGE PARK Single Family 23503 VA NORFOLK Single Family 89119 NV LAS VEGAS Single Family 60644 IL CHICAGO 2-4 Family 21218 MD BALTIMORE 2-4 Family 85029 AZ PHOENIX 2-4 Family 23454 VA VIRGINIA BEACH Single Family 91107 CA PASADENA Single Family 87124 NM RIO RANCHO Single Family 34655 FL NEW PORT RICHEY Single Family 91913 CA CHULA VISTA Condominium 11901 NY RIVERHEAD Single Family 43230 OH GAHANNA Single Family 60628 IL CHICAGO Single Family 21229 MD BALTIMORE Single Family 85224 AZ CHANDLER PUD 33544 FL WESLEY CHAPEL PUD 98229 WA BELLINGHAM Single Family 29405 SC NORTH CHARLESTON Single Family 22044 VA FALLS CHURCH Condominium 10573 NY PORT CHESTER 2-4 Family 1020 MA CHICOPEE Single Family 77012 TX HOUSTON 2-4 Family 85048 AZ PHOENIX PUD 95682 CA SHINGLE SPRINGS PUD 55411 MN MINNEAPOLIS Single Family 55429 MN BROOKLYN CENTER Single Family 53048 WI LOMIRA Single Family 75126 TX FORNEY Single Family 30019 GA DACULA PUD 55446 MN PLYMOUTH Condominium 60609 IL CHICAGO 2-4 Family 76137 TX FORT WORTH Single Family 85730 AZ TUCSON Single Family 80011 CO AURORA Single Family 89148 NV LAS VEGAS PUD 78602 TX BASTROP PUD 80020 CO BROOMFIELD Single Family 46260 IN INDIANAPOLIS Single Family 85326 AZ BUCKEYE Single Family 85653 AZ MARANA PUD 93314 CA BAKERSFIELD Single Family 80219 CO DENVER Single Family 8106 NJ AUDUBON Single Family 84312 UT GARLAND Single Family 7828 NJ MOUNT OLIVE TOWNSHIP Single Family 80221 CO DENVER Single Family 82009 WY CHEYENNE Single Family 30083 GA STONE MOUNTAIN Single Family 30127 GA POWDER SPRINGS Single Family 33016 FL HIALEAH Condominium 85236 AZ HIGLEY Single Family 92203 CA INDIO PUD 85339 AZ LAVEEN PUD 43223 OH COLUMBUS Single Family 90002 CA LOS ANGELES 2-4 Family 89110 NV LAS VEGAS 2-4 Family 93307 CA BAKERSFIELD Single Family 75219 TX DALLAS Condominium 43211 OH COLUMBUS Single Family 32246 FL JACKSONVILLE Condominium 32960 FL VERO BEACH Single Family 95814 CA SACRAMENTO 2-4 Family 22079 VA LORTON Single Family 21702 MD FREDERICK Single Family 93550 CA PALMDALE Single Family 77546 TX FRIENDSWOOD PUD 98059 WA RENTON PUD 92883 CA CORONA Single Family 86327 AZ DEWEY PUD 90034 CA LOS ANGELES 2-4 Family 90032 CA LOS ANGELES Single Family 75040 TX GARLAND Single Family 30273 GA REX PUD 38104 TN MEMPHIS Single Family 78244 TX SAN ANTONIO Single Family 77389 TX SPRING PUD 92203 CA INDIO PUD 92262 CA PALM SPRINGS Condominium 77373 TX SPRING PUD 92544 CA HEMET Single Family 77373 TX SPRING PUD 80229 CO DENVER PUD 20109 VA MANASSAS Single Family 43211 OH COLUMBUS Single Family 1510 MA CLINTON Single Family 30213 GA FAIRBURN PUD 87110 NM ALBUQUERQUE Single Family 30213 GA FAIRBURN Single Family 92530 CA LAKE ELSINORE Single Family 97062 OR TUALATIN Condominium 98685 WA VANCOUVER Single Family 91761 CA ONTARIO Single Family 92115 CA SAN DIEGO 2-4 Family 48213 MI DETROIT Single Family 91763 CA MONTCLAIR Single Family 30157 GA DALLAS Single Family 55421 MN COLUMBIA HEIGHTS 2-4 Family 85711 AZ TUCSON Single Family 33156 FL MIAMI Single Family 32751 FL MAITLAND Condominium 48236 MI GROSSE POINTE SHORES Single Family 33130 FL MIAMI Condominium 93535 CA LANCASTER Single Family 90049 CA LOS ANGELES Condominium 92260 CA PALM DESERT Single Family 80005 CO ARVADA PUD 92404 CA SAN BERNARDINO 2-4 Family 84065 UT RIVERTON Single Family 60610 IL CHICAGO Condominium 20176 VA LEESBURG PUD 30040 GA CUMMING PUD 2760 MA NORTH ATTLEBORO Single Family 20769 MD GLENN DALE Single Family 27520 NC CLAYTON Single Family 91342 CA SYLMAR Condominium 91351 CA SANTA CLARITA Single Family 45238 OH CINCINNATI 2-4 Family 7055 NJ PASSAIC Single Family 91784 CA UPLAND PUD 76247 TX CLARK Single Family 30311 GA ATLANTA Single Family 30315 GA ATLANTA Single Family 33917 FL N. FT, MYERS Hi-Rise Condo 33903 FL N. FT. MYERS Condominium 34112 FL NAPLES Single Family 21217 MD BALTIMORE 2-4 Family 34711 FL CLERMONT PUD 11414 NY HOWARD BEACH 2-4 Family 11565 NY MALVERNE Single Family 21206 MD BALTIMORE Single Family 85353 AZ TOLLESON PUD 60620 IL CHICAGO Single Family 8050 NJ MANAHAWKIN Single Family 30331 GA ATLANTA PUD 30238 GA JONESBORO Single Family 30281 GA STOCKBRIDGE PUD 30281 GA STOCKBRIDGE PUD 30184 GA WHITE Single Family 92392 CA VICTORVILLE Single Family 91706 CA BALDWIN PARK Single Family 92506 CA RIVERSIDE Single Family 30228 GA HAMPTON Single Family 30656 GA MONROE Single Family 30157 GA DALLAS PUD 30121 GA CARTERSVILLE Single Family 30039 GA SNELLVILLE PUD 30236 GA JONESBORO PUD 30236 GA JONESBORO PUD 33610 FL TAMPA Single Family 30252 GA MCDONOUGH Single Family 30291 GA UNION CITY PUD 30534 GA DAWSONVILLE PUD 30132 GA DALLAS PUD 55054 MN NEW MARKET Single Family 77083 TX HOUSTON PUD 30360 GA ATLANTA Single Family 30260 GA LAKE CITY Single Family 30248 GA LOCUST GROVE PUD 30268 GA PALMETTO PUD 30349 GA COLLEGE PARK PUD 30040 GA CUMMING PUD 30213 GA FAIRBURN PUD 30213 GA FAIRBURN PUD 30291 GA UNION CITY PUD 30228 GA HAMPTON PUD 30157 GA DALLAS PUD 30252 GA MCDONOUGH PUD 30228 GA HAMPTON Single Family 30127 GA POWDER SPRINGS PUD 30281 GA STOCKBRIDGE Single Family 30656 GA MONROE Single Family 30620 GA BETHLEHEM Single Family 30224 GA GRIFFIN Townhouse 33901 FL FORT MYERS Single Family 99110 WA CLAYTON Single Family 33603 FL TAMPA Single Family 30248 GA LOCUST GROVE PUD 30145 GA EUHARLEE Single Family 92377 CA RIALTO Single Family 85249 AZ CHANDLER PUD 30506 GA GAINESVILLE Single Family 93312 CA BAKERSFIELD Single Family 7106 NJ NEWARK 2-4 Family 7106 NJ NEWARK 2-4 Family 33414 FL WELLINGTON Single Family 37013 TN ANTIOCH Single Family 31405 GA SAVANNAH PUD 30252 GA MCDONOUGH Single Family 78418 TX CORPUS CHRISTI Condominium 85248 AZ CHANDLER PUD 77095 TX HOUSTON PUD 77449 TX KATY PUD 73115 OK DEL CITY Single Family 99016 WA GREENACRES Single Family 77354 TX MAGNOLIA PUD 30184 GA WHITE PUD 85204 AZ MESA PUD 55411 MN MINNEAPOLIS Single Family 93033 CA OXNARD Single Family 30080 GA SMYRNA Condominium 92308 CA APPLE VALLEY Single Family 31520 GA BRUNSWICK Condominium 29579 SC MYRTLE BEACH PUD 60620 IL CHICAGO Single Family 30331 GA ATLANTA Condominium 33952 FL PORT CHARLOTTE Single Family 80218 CO DENVER Single Family 32304 FL TALLAHASSEE PUD 30253 GA MCDONOUGH PUD 1702 MA FRAMINGHAM Single Family 73110 OK MIDWEST Single Family 93705 CA FRESNO Single Family 27127 NC WINSTON SALEM Single Family 30641 GA GOOD HOPE Single Family 91945 CA LEMON GROVE Single Family 28144 NC SALISBURY Single Family 34474 FL OCALA Single Family 31522 GA SAINT SIMONS ISLAND Single Family 64720 MO ADRIAN Single Family 80206 CO DENVER Single Family 34743 FL KISSIMMEE PUD 2125 MA DORCHESTER Single Family 61201 IL ROCK ISLAND Single Family 30349 GA COLLEGE PARK PUD 33024 FL HOLLYWOOD Condominium 4041 ME HIRAM Single Family 89074 NV HENDERSON PUD 89122 NV LAS VEGAS PUD 75442 TX FARMERSVILLE Single Family 85296 AZ GILBERT PUD 22192 VA WOODBRIDGE Condominium 94564 CA PINOLE 2-4 Family 61107 IL ROCKFORD Single Family 93930 CA KING CITY PUD 78758 TX AUSTIN 2-4 Family 1841 MA LAWRENCE 2-4 Family 60506 IL AURORA 2-4 Family 6026 CT EAST GRANBY Single Family 8021 NJ GLOUCESTER TOWNSHIP PUD 7753 NJ NEPTUNE TOWNSHIP Single Family 7083 NJ UNION TOWNSHIP Single Family 28208 NC CHARLOTTE Single Family 77006 TX HOUSTON PUD 21702 MD FREDERICK Condominium 86401 AZ KINGMAN Single Family 80916 CO COLORADO SPRINGS Single Family 19120 PA PHILADELPHIA Single Family 80012 CO AURORA Single Family 30038 GA LITHONIA PUD 55403 MN MINNEAPOLIS 2-4 Family 37146 TN PLEASANT VIEW PUD 47172 IN SELLERSBURG Single Family 85226 AZ CHANDLER PUD 85226 AZ CHANDLER Single Family 92026 CA ESCONDIDO PUD 77433 TX CYPRESS PUD 94531 CA ANTIOCH Single Family 76002 TX ARLINGTON Single Family 89031 NV NORTH LAS VEGAS PUD 30101 GA ACWORTH PUD 22191 VA WOODBRIDGE Single Family 77070 TX HOUSTON PUD 89129 NV LAS VEGAS PUD 89015 NV HENDERSON Townhouse 76060 TX KENNEDALE Single Family 93772 CA FRESNO Single Family 33132 FL MIAMI Hi-Rise Condo 94062 CA REDWOOD CITY Single Family 80223 CO DENVER Single Family 78245 TX SAN ANTONIO PUD 20745 MD OXON HILL Single Family 78245 TX SAN ANTONIO PUD 30134 GA DOUGLASVILLE Single Family 2740 MA NEW BEDFORD 2-4 Family 2919 RI JOHNSTON 2-4 Family 6855 CT NORWALK Single Family 2145 MA SOMERVILLE 2-4 Family 6120 CT HARTFORD 2-4 Family 2863 RI CENTRAL FALLS 2-4 Family 22191 VA WOODBRIDGE Single Family 40243 KY LOUISVILLE Single Family 53403 WI RACINE 2-4 Family 22191 VA WOODBRIDGE Single Family 32962 FL VERO BEACH Condominium 20191 VA RESTON Condominium 85326 AZ BUCKEYE Single Family 86001 AZ FLAGSTAFF Single Family 33714 FL SAINT PETERSBURG Single Family 95501 CA EUREKA Single Family 28115 NC MOORESVILLE PUD 33132 FL MIAMI Hi-Rise Condo 92394 CA VICTORVILLE Single Family 19975 DE SELBYVILLE PUD 32246 FL JACKSONVILLE Condominium 76227 TX OAK POINT PUD 96815 HI HONOLULU Hi-Rise Condo 76227 TX OAK POINT PUD 91405 CA VAN NUYS Single Family 78133 TX CANYON LAKE Single Family 33993 FL N FT MYERS Condominium 95826 CA SACRAMENTO Single Family 34639 FL LAND O LAKES Townhouse 92394 CA VICTORVILLE Single Family 93304 CA BAKERSFIELD Single Family 6513 CT NEW HAVEN 2-4 Family 2169 MA QUINCY 2-4 Family 85353 AZ TOLLESON PUD 1843 MA LAWRENCE 2-4 Family 64109 MO KANSAS CITY 2-4 Family 1108 MA SPRINGFIELD Single Family 2910 RI CRANSTON Single Family 6040 CT MANCHESTER Single Family 34652 FL NEW PORT RICHEY Single Family 93021 CA MOORPARK PUD 33584 FL SEFFNER Single Family 94547 CA HERCULES PUD 6470 CT NEWTOWN Single Family 80014 CO AURORA Condominium 2908 RI PROVIDENCE 2-4 Family 64156 MO KANSAS CITY Single Family 30540 GA ELLIJAY Single Family 73099 OK YUKON Single Family 99336 WA KENNEWICK Single Family 75228 TX DALLAS PUD 33673 FL TAMPA 2-4 Family 80031 CO WESTMINSTER 2-4 Family 75214 TX DALLAS 2-4 Family 78653 TX MANOR PUD 76549 TX KILLEEN 2-4 Family 76227 TX OAK POINT PUD 27703 NC DURHAM PUD 92683 CA WESTMINSTER Single Family 95212 CA STOCKTON Single Family 75150 TX MESQUITE Single Family 34293 FL VENICE Single Family 37013 TN ANTIOCH PUD 77429 TX CYPRESS PUD 33772 FL SEMINOLE Single Family 85029 AZ PHOENIX Single Family 77581 TX PEARLAND PUD 77429 TX CYPRESS PUD 77433 TX CYPRESS PUD 77459 TX MISSOURI CITY PUD 83606 ID CALDWELL 2-4 Family 95621 CA CITRUS HEIGHTS Single Family 83606 ID CALDWELL 2-4 Family 85242 AZ QUEEN CREEK PUD 33619 FL TAMPA 2-4 Family 98837 WA MOSES LAKE Single Family 45631 OH GALLIPOLIS Single Family 7029 NJ EAST NEWARK BOROUGH 2-4 Family 7029 NJ EAST NEWARK BOROUGH 2-4 Family 33806 FL ORLANDO Condominium 33132 FL MIAMI Hi-Rise Condo 28129 NC OAKBORO Single Family 85364 AZ YUMA Single Family 80202 CO DENVER 2-4 Family 80919 CO COLORADO SPRINGS Single Family 20874 MD GERMANTOWN Condominium 89131 NV LAS VEGAS PUD 64155 MO KANSAS CITY Single Family 30224 GA GRIFFIN Townhouse 64155 MO KANSAS CITY Single Family 32960 FL VERO BEACH 2-4 Family 65202 MO COLUMBIA 2-4 Family 85901 AZ SHOW LOW Single Family 33020 FL HOLLYWOOD 2-4 Family 33066 FL COCONUT CREEK Condominium 33523 FL RIDGE MANOR Single Family 85251 AZ SCOTTSDALE Condominium 33612 FL TAMPA 2-4 Family 95758 CA SACRAMENTO PUD 33033 FL HOMESTEAD Condominium 32771 FL SANFORD PUD 47362 IN NEW CASTLE Single Family 34747 FL CELEBRATION Condominium 77379 TX SPRING Single Family 7307 NJ JERSEY CITY Single Family 56360 MN OSAKIS Single Family 33033 FL HOMESTEAD Condominium 33441 FL DEERFIELD BEACH Single Family 75044 TX GARLAND Single Family 85050 AZ PHOENIX PUD 20774 MD UPPER MARLBORO Condominium 95124 CA SAN JOSE Single Family 85037 AZ PHOENIX Single Family 89106 NV LAS VEGAS Single Family 94577 CA SAN LEANDRO Single Family 89015 NV HENDERSON Single Family 89074 NV HENDERSON PUD 20906 MD SILVER SPRING Single Family 85283 AZ TEMPE Condominium 30324 GA ATLANTA Condominium 30315 GA ATLANTA Condominium 27926 NC CORAPEAKE Single Family 66542 KS TECUMSEH Single Family 89148 NV LAS VEGAS PUD 59728 MT ELLISTON Single Family 33912 FL FORT MYERS PUD 35235 AL BIRMINGHAM PUD 33073 FL COCONUT CREEK Condominium 89139 NV LAS VEGAS PUD 85741 AZ TUCSON Single Family 25430 WV KEARNEYSVILLE Single Family 32220 FL JACKSONVILLE PUD 30331 GA ATLANTA Single Family 12208 NY ALBANY 2-4 Family 27262 NC HIGH POINT Single Family 97202 OR PORTLAND Single Family 85202 AZ MESA Single Family 33916 FL FORT MYERS Single Family 92338 CA FONTANA Single Family 23222 VA RICHMOND Single Family 19007 PA BRISTOL Single Family 30318 GA ATLANTA Single Family 29405 SC NORTH CHARLESTON Single Family 96793 HI WAILUKU PUD 85236 AZ GILBERT Condominium 75165 TX WAXAHACHIE Single Family 38122 TN MEMPHIS Single Family 22304 VA ALEXANDRIA Condominium 37838 TN KNOXVILLE Single Family 25414 WV CHARLES TOWN PUD 27539 NC APEX Single Family 20111 VA MANASSAS Single Family 20723 MD LAUREL PUD 76103 TX FORT WORTH Single Family 90262 CA LYNWOOD Single Family 22801 VA HARRISONBURG Single Family 27526 NC FUQUAY VARINA PUD 32578 FL NICEVILLE Single Family 46218 IN INDIANAPOLIS Single Family 8611 NJ TRENTON 2-4 Family 34145 FL MARCO ISLAND Condominium 29902 SC BEAUFORT PUD 76522 TX COPPERAS COVE 2-4 Family 33615 FL TAMPA PUD 40503 KY LEXINGTON Single Family 64024 MO EXCELSIOR SPRINGS Single Family 92883 CA CORONA Single Family 63110 MO SAINT LOUIS Condominium 20110 VA MANASSAS Single Family 85225 AZ CHANDLER 2-4 Family 85225 AZ CHANDLER 2-4 Family 28208 NC CHARLOTTE PUD 95409 CA SANTA ROSA Condominium 85242 AZ QUEEN CREEK PUD 30316 GA ATLANTA PUD 46835 IN FORT WAYNE Single Family 89115 NV LAS VEGAS PUD 89103 NV LAS VEGAS Single Family 89115 NV LAS VEGAS PUD 89122 NV LAS VEGAS PUD 91701 CA RANCHO CUDAMONGA Single Family 90045 CA LOS ANGELES Single Family 80212 CO DENVER Single Family 2780 MA TAUNTON 2-4 Family 37307 TN BENTON Single Family 55119 MN MAPLEWOOD Single Family 55431 MN BLOOMINGTON Single Family 95628 CA FAIR OAKS Single Family 22312 VA ALEXANDRIA Condominium 19930 DE BETHANY BEACH Single Family 38042 TN HICKORY VALLEY PUD 30248 GA LOCUST GROVE PUD 8110 NJ PENNSAUKEN 2-4 Family 30120 GA CARTERSVILLE PUD 88682 WA VANCOUVER Single Family 20785 MD HYATTSVILLE Single Family 38122 TN MEMPHIS Single Family 92236 CA COACHELLA Single Family 30313 GA ATLANTA Hi-Rise Condo 31419 GA SAVANNAH Single Family 98422 WA TACOMA Single Family 32821 FL ORLANDO Condominium 25443 WV SHEPHERDSTOWN PUD 20708 MD LAUREL Single Family 22193 VA WOODBRIDGE PUD 20567 MD LUSBY Single Family 20170 VA HERNDON PUD 20784 MD NEW CARROLLTON Condominium 22191 VA WOODBRIDGE Single Family 84128 UT WEST VALLEY CITY Single Family 60538 IL MONTGOMERY Condominium 7621 NJ BERGENFIELD Single Family 95648 CA LINCOLN PUD 97045 OR OREGON CITY Single Family 85239 AZ MARICOPA PUD 21811 MD BERLIN PUD 75965 TX NACOGDOCHES Single Family 97478 OR SPRINGFIELD Single Family 32909 FL PALM BAY Single Family 30253 GA MCDONOUGH PUD 83709 ID BOISE Single Family 31558 GA SAINT MARYS Single Family 75227 TX DALLAS Single Family 89506 NV RENO Single Family 20772 MD UPPER MARLBORO Single Family 90002 CA LOS ANGELES Single Family 27609 NC RALEIGH Single Family 8854 NJ PISCATAWAY Single Family 55412 MN MINNEAPOLIS Single Family 20121 VA CENTERVILLE PUD 33324 FL PLANTATION Condominium 28216 NC CHARLOTTE Single Family 7001 NJ WOODBRIDGE TOWNSHIP Single Family 8817 NJ EDISON Single Family 46038 IN FISHERS Single Family 89141 NV LAS VEGAS PUD 32801 FL ORLANDO Condominium 33756 FL CLEARWATER Single Family 53923 WI CAMBRIA Single Family 32225 FL JACKSONVILLE 2-4 Family 32225 FL JACKSONVILLE 2-4 Family 32226 FL JACKSONVILLE 2-4 Family 31632 GA HAHIRA Single Family 33544 FL ZEPHYRHILLS PUD 95648 CA LINCOLN PUD 23111 VA MECHANICSVILLE Single Family 33463 FL GREENACRES PUD 23225 VA RICHMOND Single Family 57718 SD BLACK HAWK 2-4 Family 20901 MD SILVER SPRING Single Family 32503 FL PENSACOLA PUD 32503 FL PENSACOLA PUD 85207 AZ MESA Single Family 60452 IL OAK FOREST Single 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Single Family 60560 IL YORKVILLE PUD 97045 OR OREGON CITY Single Family 46805 IN FORT WAYNE 2-4 Family 27834 NC GREENVILLE Condominium 87124 NM RIO RANCHO Single Family 30236 GA JONESBORO PUD 94520 CA CONCORD Condominium 34653 FL NEW PORT RICHEY Single Family 32792 FL WINTER PARK Single Family 79938 TX EL PASO Single Family 27858 NC GREENVILLE Single Family 20020 DC WASHINGTON Single Family 30005 GA ALPHARETTA PUD 34652 FL NEW PORT RICHEY Single Family 30047 GA LILBURN PUD 20602 MD WALDORF Single Family 33772 FL SEMINOLE Single Family 1020 MA CHICOPEE 2-4 Family 33073 FL COCONUT CREEK Condominium 32909 FL PALM BAY Single Family 34744 FL KISSIMMEE Single Family 33614 FL TAMPA PUD 46032 IN CARMEL PUD 92553 CA MORENO VALLEY Single Family 33896 FL DAVENPORT Single Family 27610 NC RALEIGH PUD 89108 NV LAS VEGAS Condominium 94501 CA ALAMEDA Single Family 9,141 ZIP_CODE CURRENT_ SERV_FEE LPMI TRUSTFEE MSERV GROSS_COUPON 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NET_COUPON DATE ORIGINAL_ REM_TERM TERM ------------------------------------------------------------------------------------------------------------------ 27107 9.361 20351101 180 176 86322 11.436 20351201 360 357 92881 11.336 20351201 360 357 92230 11.436 20351201 360 357 73131 12.986 20350901 180 174 77083 9.476 20350901 180 174 77040 9.476 20351001 180 175 76542 9.476 20351001 180 175 85296 11.611 20351101 180 176 24521 9.861 20351101 180 176 77382 10.986 20351001 180 174 2364 9.611 20350801 180 176 94531 9.361 20100901 180 176 30040 12.236 20351101 180 176 66061 7.861 20351101 180 176 93550 7.611 20351001 180 175 66047 7.986 20350901 180 175 77082 6.861 20351001 180 175 92881 10.611 20351001 180 175 95404 7.611 20350901 180 176 21157 13.236 20350901 180 176 89156 10.361 20360101 180 177 89031 12.736 20360101 180 177 92020 8.736 20351201 180 177 89110 11.236 20360101 180 177 89144 12.986 20351201 180 177 68037 10.476 20351001 180 174 23059 12.361 20351201 360 357 20746 12.361 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360 359 60617 11.361 20360201 360 359 40612 11.986 20360201 360 359 60622 12.236 20360201 360 359 20176 13.111 20360201 360 359 60423 11.361 20360201 360 359 60510 11.986 20360201 360 359 86401 14.611 20360201 360 359 20109 11.361 20360201 360 359 77088 9.361 20200701 180 172 22193 11.361 20360101 360 358 34429 12.736 20360101 360 358 2126 12.361 20360201 360 359 85053 13.111 20360201 360 359 95648 11.736 20360201 360 359 85086 11.611 20360201 360 359 22193 12.111 20360201 360 359 89117 13.486 20360201 360 359 63017 13.736 20360201 360 359 34747 15.486 20360201 360 359 90033 15.111 20360101 360 358 90601 10.736 20360201 360 359 75087 11.236 20360201 360 359 92882 13.861 20360201 360 359 30121 14.236 20360201 360 359 94513 11.486 20360101 360 358 80012 14.486 20360201 360 359 78414 9.111 20351101 360 356 30273 8.111 20351101 360 356 28079 13.736 20360201 360 359 28405 10.986 20351101 360 356 30012 15.486 20360201 360 359 30012 15.486 20360201 360 359 30045 10.611 20360201 360 359 32805 12.861 20360201 360 359 7060 12.986 20360201 360 359 7060 11.361 20360201 360 359 85340 9.861 20360201 360 359 66223 11.111 20360201 360 359 85220 11.861 20360201 360 359 30213 13.611 20360201 360 359 81001 15.611 20360101 180 178 75040 11.986 20210201 180 179 21061 9.736 20351101 360 356 90026 10.486 20360201 180 179 60525 11.986 20360201 360 359 20721 14.736 20360101 360 358 94132 9.861 20360201 360 359 92704 14.486 20360201 180 178 60449 11.361 20360201 360 359 22191 11.486 20360301 180 179 89146 12.986 20360201 180 179 21244 7.486 20350801 180 173 56001 15.111 20360201 360 359 80109 8.986 20350901 180 174 80018 9.736 20360201 360 359 72712 12.486 20360201 180 179 37214 10.486 20360101 360 358 85929 12.236 20360201 180 179 85929 10.986 20360201 180 179 85929 15.236 20210101 180 178 32824 12.986 20360201 360 359 92104 11.736 20360201 360 359 2043 9.111 20360201 360 359 97362 11.026 20260201 240 239 33948 16.486 20360201 360 359 85086 10.986 20360201 360 359 8873 12.986 20360101 360 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20360201 360 359 75056 12.736 20360201 360 359 23453 11.486 20340901 180 176 34787 10.861 20351201 180 176 32257 11.111 20351201 180 176 48075 12.236 20350501 180 176 21234 11.361 20351201 180 176 80113 10.111 20351201 180 176 85306 12.986 20351101 180 176 80112 9.111 20351201 180 176 30349 9.111 20351201 180 176 23503 11.861 20351101 180 176 89119 12.236 20351201 180 176 60644 11.486 20351201 180 176 21218 12.361 20351101 180 176 85029 11.236 20351201 180 176 23454 11.361 20351101 180 176 91107 9.236 20351101 180 176 87124 12.236 20351101 180 176 34655 10.361 20351201 180 176 91913 9.611 20351201 180 176 11901 9.486 20351101 180 176 43230 10.986 20351101 180 176 60628 10.986 20351201 180 176 21229 12.111 20351201 180 176 85224 11.111 20351101 180 176 33544 11.861 20351101 180 176 98229 9.361 20351201 180 176 29405 11.361 20351101 180 176 22044 12.236 20351101 180 176 10573 12.236 20351201 180 176 1020 9.611 20351101 180 176 77012 9.486 20351101 180 176 85048 10.611 20351201 180 176 95682 9.111 20351101 180 176 55411 9.704 20360201 360 359 55429 9.704 20360201 360 359 53048 9.611 20360201 360 359 75126 10.236 20360301 180 179 30019 9.611 20360301 180 179 55446 9.986 20360201 360 359 60609 8.111 20360201 180 179 76137 9.236 20351001 180 179 85730 13.476 20360201 360 359 80011 11.736 20360201 360 359 89148 10.361 20360201 180 179 78602 10.611 20360201 180 178 80020 11.361 20360101 180 178 46260 12.866 20360201 360 359 85326 12.236 20360201 360 359 85653 10.861 20360201 360 359 93314 7.361 20360201 360 359 80219 11.486 20360201 360 359 8106 12.861 20360201 180 179 84312 9.861 20360301 180 179 7828 12.486 20360301 180 179 80221 11.361 20360201 180 178 82009 8.986 20360101 180 178 30083 16.361 20360201 360 359 30127 13.736 20360201 360 359 33016 11.861 20360201 360 359 85236 13.111 20360201 180 179 92203 10.486 20351001 180 176 85339 12.236 20360301 180 179 43223 14.361 20360201 360 359 90002 10.486 20360301 180 179 89110 15.861 20360201 360 359 93307 13.361 20360201 360 359 75219 10.986 20360201 360 359 43211 14.361 20360201 360 359 32246 14.736 20360201 360 359 32960 12.361 20360201 360 359 95814 10.986 20360201 180 179 22079 11.736 20360201 360 359 21702 8.736 20360201 360 359 93550 10.361 20360201 360 359 77546 12.111 20100901 180 179 98059 9.236 20360201 360 359 92883 11.486 20360301 180 179 86327 12.611 20360201 360 359 90034 11.486 20360101 360 358 90032 11.486 20360101 360 358 75040 13.111 20360201 360 359 30273 11.486 20360201 360 359 38104 9.486 20360201 360 359 78244 10.986 20360101 360 358 77389 9.861 20360101 360 358 92203 9.736 20360201 180 179 92262 10.486 20360201 180 179 77373 12.361 20360201 360 359 92544 10.986 20360201 180 178 77373 12.361 20360201 360 359 80229 12.361 20360201 360 359 20109 12.236 20360201 180 179 43211 11.611 20360201 180 178 1510 16.361 20360201 360 359 30213 9.236 20351101 360 356 87110 11.736 20351001 360 355 30213 12.486 20351001 360 355 92530 12.986 20360301 180 179 97062 11.361 20351001 360 355 98685 9.486 20351101 360 356 91761 10.611 20360201 180 179 92115 11.486 20360201 360 359 48213 11.486 20360201 360 359 91763 11.111 20360301 180 179 30157 10.236 20351001 360 355 55421 9.111 20360301 180 179 85711 11.486 20360201 360 359 33156 11.486 20360201 360 359 32751 11.486 20360201 180 179 48236 11.111 20360201 180 179 33130 11.486 20360201 360 359 93535 9.986 20360201 360 359 90049 10.736 20360201 180 179 92260 14.361 20360201 180 179 80005 11.486 20360201 360 359 92404 11.486 20360301 180 179 84065 12.236 20360201 360 359 60610 11.361 20360201 360 359 20176 13.111 20360101 360 358 30040 8.361 20360201 360 359 2760 8.361 20360101 180 178 20769 8.986 20360101 360 358 27520 8.986 20360101 360 358 91342 10.361 20360201 180 179 91351 10.986 20360301 180 179 45238 14.361 20360201 360 359 7055 10.111 20291201 180 179 91784 11.736 20360201 180 179 76247 8.111 20360201 360 359 30311 14.486 20360201 360 359 30315 12.111 20360201 360 359 33917 13.486 20360101 360 358 33903 15.361 20360201 360 359 34112 12.361 20360201 360 359 21217 11.986 20360201 360 359 34711 10.436 20360301 180 179 11414 11.486 20360201 360 359 11565 10.486 20360201 180 179 21206 12.986 20360201 360 359 85353 11.986 20360201 180 179 60620 12.236 20360201 360 359 8050 12.476 20360101 360 358 30331 7.736 20360101 360 358 30238 13.986 20360101 360 358 30281 8.111 20360101 360 358 30281 12.111 20360101 360 358 30184 11.861 20360101 360 358 92392 9.486 20351201 180 177 91706 10.361 20360201 360 359 92506 10.736 20360201 360 359 30228 9.736 20360101 360 358 30656 7.611 20360101 360 358 30157 11.486 20360101 360 358 30121 9.986 20360101 360 358 30039 11.611 20360101 360 358 30236 8.736 20360101 360 358 30236 9.486 20360101 360 358 33610 14.736 20360201 360 359 30252 8.486 20360101 360 358 30291 15.861 20360101 360 358 30534 9.986 20360101 360 358 30132 12.486 20360101 360 358 55054 13.861 20360201 360 359 77083 9.486 20360201 360 359 30360 12.986 20360101 360 358 30260 11.111 20360101 360 358 30248 11.236 20360101 360 358 30268 10.486 20360101 360 358 30349 10.236 20360101 360 358 30040 7.236 20360101 360 358 30213 8.111 20360101 360 358 30213 9.486 20360101 360 358 30291 8.986 20360101 360 358 30228 14.111 20360101 360 358 30157 8.486 20360101 360 358 30252 10.361 20360101 360 358 30228 12.236 20360101 360 358 30127 10.736 20360101 360 358 30281 8.486 20360101 360 358 30656 8.111 20360101 360 358 30620 7.736 20360101 360 358 30224 14.861 20360101 360 358 33901 12.111 20360201 360 359 99110 12.736 20360201 360 359 33603 9.486 20360201 360 359 30248 10.236 20360101 360 358 30145 12.236 20360101 360 358 92377 11.486 20360201 180 179 85249 13.736 20360201 180 179 30506 9.236 20360101 360 358 93312 7.861 20360201 180 179 7106 11.611 20360201 180 179 7106 12.111 20360301 180 179 33414 13.736 20360201 360 359 37013 11.361 20360101 360 358 31405 10.736 20360101 360 358 30252 9.986 20360101 360 358 78418 7.486 20360201 360 359 85248 12.486 20360201 360 359 77095 11.236 20360101 360 358 77449 10.986 20360101 360 358 73115 11.486 20360201 360 359 99016 13.486 20360201 360 359 77354 11.236 20360101 360 358 30184 12.236 20360101 360 358 85204 11.986 20360201 360 359 55411 9.611 20360201 360 359 93033 9.986 20360201 360 359 30080 7.361 20360101 360 358 92308 11.486 20360201 360 359 31520 12.986 20360301 180 179 29579 9.736 20360201 360 359 60620 11.611 20360201 360 359 30331 13.236 20360201 180 179 33952 11.361 20210201 180 179 80218 11.986 20360201 360 359 32304 8.861 20360301 180 179 30253 10.486 20360201 180 179 1702 7.486 20360201 180 178 73110 10.736 20360301 180 179 93705 8.361 20360201 360 359 27127 14.986 20360301 180 179 30641 11.236 20360301 180 179 91945 11.361 20360201 180 179 28144 12.111 20360201 180 179 34474 12.986 20360201 360 359 31522 12.236 20360201 180 179 64720 9.111 20360101 180 179 80206 12.986 20360201 360 359 34743 7.486 20360101 360 358 2125 12.611 20360201 360 359 61201 13.361 20360201 360 359 30349 10.861 20360201 180 179 33024 7.486 20360101 180 178 4041 9.861 20360201 360 359 89074 8.611 20360201 180 179 89122 8.861 20360301 180 179 75442 9.361 20360201 360 359 85296 13.361 20360201 180 179 22192 10.986 20360201 180 179 94564 15.111 20360201 360 359 61107 12.736 20360301 180 179 93930 9.861 20360201 360 359 78758 9.361 20360201 360 359 1841 12.486 20360301 180 179 60506 10.486 20360201 360 359 6026 8.986 20360201 180 179 8021 10.361 20360301 180 179 7753 9.361 20360201 180 179 7083 12.111 20360301 180 179 28208 13.111 20360201 180 179 77006 9.736 20360201 360 359 21702 11.361 20360201 360 359 86401 11.611 20360201 360 359 80916 11.111 20360201 360 359 19120 14.986 20360201 360 359 80012 13.111 20360201 360 359 30038 11.986 20360201 360 359 55403 9.611 20360201 360 359 37146 12.111 20360201 360 359 47172 11.736 20360201 360 359 85226 13.736 20360201 360 359 85226 14.236 20360201 180 179 92026 12.861 20360201 180 179 77433 10.486 20360301 180 179 94531 12.986 20360201 360 359 76002 10.236 20360201 360 359 89031 13.236 20360201 180 179 30101 10.986 20360301 180 179 22191 12.111 20360301 180 179 77070 12.986 20360201 180 179 89129 10.361 20360201 180 179 89015 13.486 20360201 360 359 76060 12.361 20360201 360 359 93772 12.111 20210201 180 179 33132 13.611 20360201 360 359 94062 11.611 20360201 180 179 80223 11.986 20360201 180 179 78245 10.986 20360201 360 359 20745 9.236 20360201 180 179 78245 10.986 20360201 360 359 30134 11.861 20360201 360 359 2740 13.236 20360301 180 179 2919 9.361 20360201 180 179 6855 7.236 20360201 180 179 2145 13.236 20360301 180 179 6120 12.361 20360201 180 179 2863 8.986 20360301 180 179 22191 9.986 20360201 180 179 40243 12.986 20360201 360 359 53403 16.111 20360201 360 359 22191 8.986 20360201 360 359 32962 11.361 20360201 360 359 20191 11.236 20360301 180 179 85326 10.486 20360201 360 359 86001 12.986 20360201 360 359 33714 11.986 20360201 360 359 95501 10.986 20360201 360 359 28115 11.361 20360101 180 178 33132 13.611 20360201 360 359 92394 9.361 20360201 360 359 19975 9.736 20360201 180 179 32246 14.736 20360201 360 359 76227 11.361 20360101 180 178 96815 8.986 20360201 360 359 76227 11.361 20360101 180 178 91405 10.486 20360201 360 359 78133 10.361 20210201 180 179 33993 15.361 20360201 360 359 95826 11.986 20360201 360 359 34639 14.486 20360101 360 358 92394 12.361 20360201 360 359 93304 12.361 20360301 180 179 6513 11.361 20360301 180 179 2169 11.986 20360301 180 179 85353 13.361 20360201 360 359 1843 12.361 20360201 180 179 64109 11.486 20360301 180 179 1108 11.986 20360201 180 179 2910 12.986 20360201 180 179 6040 7.361 20360301 180 179 34652 12.986 20360201 360 359 93021 11.861 20360101 180 178 33584 11.861 20360201 180 179 94547 11.861 20360201 360 359 6470 7.486 20360101 180 178 80014 13.361 20360201 360 359 2908 13.236 20360201 180 179 64156 12.611 20351101 180 176 30540 8.361 20360201 360 359 73099 11.486 20360301 180 179 99336 9.986 20360201 360 359 75228 11.361 20360201 360 359 33673 13.361 20360201 360 359 80031 14.236 20360201 360 359 75214 11.361 20360201 180 179 78653 11.361 20360201 180 179 76549 14.361 20360201 360 359 76227 11.361 20360101 180 178 27703 9.236 20360201 180 179 92683 10.111 20360201 180 179 95212 14.361 20360201 360 359 75150 11.361 20360201 180 179 34293 7.736 20360201 360 359 37013 9.361 20360201 360 359 77429 9.486 20360201 360 359 33772 10.236 20360201 360 359 85029 11.986 20360201 180 179 77581 10.986 20360201 360 359 77429 10.486 20360101 360 358 77433 10.361 20360201 360 359 77459 10.986 20360201 360 359 83606 12.986 20360301 180 179 95621 7.861 20351201 180 177 83606 12.986 20360301 180 179 85242 7.736 20351001 180 175 33619 10.361 20360201 360 359 98837 7.611 20351201 180 177 45631 7.236 20351101 180 176 7029 13.361 20360301 180 179 7029 14.611 20360201 360 359 33806 10.611 20360301 180 179 33132 12.361 20360201 180 179 28129 11.361 20360201 360 359 85364 10.861 20360201 360 359 80202 12.986 20360201 360 359 80919 13.736 20360201 180 179 20874 10.736 20360301 180 179 89131 12.236 20360301 180 179 64155 12.486 20351201 180 177 30224 14.486 20360101 360 358 64155 12.486 20351201 180 177 32960 11.486 20360301 180 179 65202 13.486 20360201 360 359 85901 14.111 20360201 180 179 33020 12.736 20351201 180 177 33066 16.236 20360201 360 359 33523 8.736 20360101 360 358 85251 13.861 20360201 180 179 33612 14.736 20360201 180 179 95758 12.611 20360201 360 359 33033 12.861 20360201 360 359 32771 15.361 20360201 360 359 47362 15.486 20360201 360 359 34747 15.986 20360201 360 359 77379 7.611 20201206 180 177 7307 13.236 20360301 180 179 56360 10.111 20360201 360 359 33033 10.986 20360201 360 359 33441 12.361 20360301 180 179 75044 11.361 20360301 180 179 85050 11.361 20360201 180 179 20774 12.486 20360201 360 359 95124 10.361 20350801 360 353 85037 10.361 20350901 360 354 89106 12.361 20360101 180 177 94577 12.736 20350701 360 352 89015 9.986 20351101 360 356 89074 12.986 20351201 360 357 20906 9.986 20350801 360 353 85283 11.986 20350801 360 353 30324 9.986 20350801 360 353 30315 12.236 20350801 360 353 27926 10.236 20360201 180 179 66542 9.611 20350801 180 173 89148 12.236 20350901 360 354 59728 10.486 20350901 360 354 33912 12.111 20351001 360 355 35235 11.486 20350901 360 354 33073 10.736 20351101 360 356 89139 11.986 20350901 360 354 85741 10.486 20350901 360 354 25430 11.986 20351001 360 355 32220 11.736 20350901 360 354 30331 12.486 20350901 360 354 12208 13.486 20351101 360 356 27262 11.486 20351001 360 355 97202 14.236 20350901 360 354 85202 10.361 20350901 360 354 33916 11.736 20351001 360 355 92338 9.111 20350901 360 354 23222 13.486 20350901 360 354 19007 11.986 20351001 360 355 30318 12.361 20351001 360 355 29405 12.736 20351101 360 356 96793 12.361 20351001 180 175 85236 13.486 20351001 360 355 75165 10.236 20351001 360 355 38122 9.986 20351001 360 355 22304 12.236 20351001 360 355 37838 11.986 20351001 360 355 25414 10.361 20351001 360 355 27539 11.486 20350901 360 354 20111 11.986 20351001 360 355 20723 11.361 20350901 360 354 76103 11.986 20351001 360 355 90262 11.361 20350901 360 354 22801 10.736 20351001 360 355 27526 9.986 20350901 360 354 32578 11.486 20350901 360 354 46218 11.486 20351001 360 355 8611 12.486 20351001 360 355 34145 12.361 20351001 360 355 29902 11.111 20350901 360 354 76522 9.986 20350901 180 174 33615 10.111 20350801 360 353 40503 9.986 20350901 360 354 64024 13.361 20350901 180 174 92883 8.486 20360201 360 359 63110 10.236 20360201 360 359 20110 10.236 20360201 360 359 85225 11.236 20360201 360 359 85225 11.986 20360201 360 359 28208 12.611 20360201 360 359 95409 8.486 20360201 360 359 85242 11.361 20360201 360 359 30316 9.236 20351001 360 355 46835 14.736 20350901 360 354 89115 11.486 20351201 180 177 89103 8.111 20351201 180 177 89115 10.736 20351201 180 177 89122 9.361 20351201 180 177 91701 9.736 20360101 180 177 90045 10.361 20250901 240 234 80212 9.986 20251001 240 235 2780 8.861 20351101 180 176 37307 8.111 20351201 360 357 55119 9.111 20351201 360 357 55431 7.361 20351101 180 176 95628 8.361 20351101 180 176 22312 11.236 20350901 360 354 19930 11.736 20351001 360 355 38042 12.736 20350901 360 354 30248 10.736 20351001 360 355 8110 13.986 20350901 360 354 30120 11.736 20350901 360 354 88682 13.486 20351001 360 355 20785 13.236 20351001 360 355 38122 10.986 20350901 360 354 92236 10.486 20350901 360 354 30313 14.236 20350901 360 354 31419 11.986 20350901 360 354 98422 10.986 20350901 360 354 32821 14.486 20351001 360 355 25443 7.361 20350901 360 354 20708 10.236 20351101 180 176 22193 11.236 20351001 180 175 20567 12.736 20351101 180 176 20170 11.861 20351101 180 176 20784 11.111 20351101 180 176 22191 8.236 20351101 180 176 84128 11.861 20351101 180 176 60538 12.326 20351201 180 177 7621 10.361 20351201 180 176 95648 12.111 20351001 180 175 97045 9.736 20351101 180 176 85239 10.861 20351101 180 176 21811 12.361 20351001 180 175 75965 9.986 20351101 180 176 97478 13.486 20350901 360 354 32909 11.111 20351001 360 355 30253 10.736 20351201 180 177 83709 8.861 20341001 180 177 31558 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12.986 20351101 360 356 46805 13.236 20351001 360 355 27834 11.736 20351001 360 355 87124 13.486 20351101 360 356 30236 7.611 20351001 360 355 94520 13.236 20351101 360 356 34653 8.861 20351101 360 356 32792 9.361 20351001 360 355 79938 8.611 20351101 360 356 27858 11.611 20351101 360 356 20020 11.236 20351101 360 356 30005 11.986 20351001 360 355 34652 11.986 20351101 360 356 30047 10.986 20351101 360 356 20602 12.736 20351101 360 356 33772 11.986 20351001 360 355 1020 11.986 20360201 180 178 33073 13.486 20351101 360 356 32909 12.236 20351101 180 176 34744 12.361 20351101 360 356 33614 10.986 20351101 360 356 46032 11.736 20351101 360 356 92553 11.611 20351101 360 356 33896 12.986 20351001 360 355 27610 12.736 20351101 360 356 89108 13.986 20351101 360 356 94501 9.611 20351001 360 355 9,141 10.6387 244.97 241.83 ZIP_CODE AMORT_ ORIGINAL_ FIRST_PAY PAYMENT TERM1 BALANCE _DATE -------------------------------------------------------------------------------------------------------------- 27107 360 12270 20051201 106.55 86322 360 41000 20060101 420.15 92881 360 95800 20060101 974.36 92230 360 65800 20060101 674.3 73131 360 50600 20051001 579.58 77083 360 30600 20051001 268.32 77040 360 23744 20051101 208.2 76542 360 26040 20051101 228.33 85296 360 82569 20051201 857.27 24521 360 32500 20051201 294.26 77382 360 35980 20051001 356.31 2364 360 28500 20051201 252.74 94531 360 196500 20051201 1706.31 30040 360 26400 20051201 286.89 66061 360 41000 20051201 311.63 93550 360 65000 20051101 482.63 66047 360 34400 20051101 264.51 77082 360 18400 20051101 127.09 92881 360 93000 20051101 894.46 95404 360 30000 20051201 222.75 21157 360 50000 20051201 582.56 89156 360 48850 20060101 460.6 89031 360 79400 20060101 893.86 92020 360 52200 20060101 429.44 89110 360 40000 20060101 403.76 89144 360 48950 20060101 560.68 68037 360 28880 20051001 274.81 23059 360 51200 20060101 561.38 20746 360 69900 20060101 766.41 20906 360 73000 20060101 800.4 33155 360 79000 20051001 621.49 90062 360 125000 20060101 1155.12 84084 360 24600 20060101 264.93 84043 360 42845 20060101 465.59 55121 360 58600 20060101 509.54 83676 360 29000 20060101 398.76 28078 360 83000 20060101 1032.91 33908 360 71959 20060101 810.1 73118 360 16800 20060101 212.43 76001 360 23100 20060101 255.53 34652 360 29500 20060101 317.71 76110 360 12000 20060101 141 20879 360 56500 20051201 485.42 27541 360 22000 20060101 195.1 21234 360 20000 20060101 250.89 60636 360 24000 20060101 251.5 33773 360 17985 20051201 211.32 64030 360 26000 20051201 290.15 37086 360 34998 20060101 353.27 85224 360 51300 20051101 478.88 92882 360 77900 20051201 558.09 85340 360 44200 20051201 294.07 98405 360 25000 20051201 170.55 48227 360 25100 20060301 287.5 30288 360 13950 20060301 169.44 33626 360 31300 20060301 361.59 8232 360 52000 20060301 549.94 94603 360 87200 20060201 888.57 80020 360 52500 20060301 711.29 55433 360 41000 20060301 421.73 78254 360 28800 20060301 274.27 75211 360 12000 20060301 121.13 44663 360 28000 20060301 387.92 23324 360 18000 20060301 197.36 98003 360 64000 20060301 695.48 60073 360 29000 20060301 335.02 32164 360 59800 20060301 696.74 44121 360 13600 20060301 159.8 80549 360 32200 20051201 244.75 30024 360 44000 20060301 512.65 32084 360 33750 20060301 360.2 70814 360 22400 20060301 267.63 29681 360 29400 20060101 252.59 29078 360 12000 20060201 129.24 30331 360 35258 20060301 381.97 90044 360 78000 20060201 627.61 80906 360 15000 20060301 155.74 85283 360 51000 20060301 599.24 85383 360 72500 20060301 823.18 91343 360 113000 20060301 1206 22485 360 46500 20060301 478.3 30019 360 17356 20060301 180.2 80221 360 43750 20060301 518.38 17046 360 21700 20060101 251.12 22701 360 79600 20060301 880.53 1440 360 57000 20060201 500.22 21234 360 32780 20051001 318.38 65049 360 28800 20051101 296.24 75040 360 17800 20060301 176.27 20817 360 120600 20060301 1334.08 80003 360 41000 20051101 429.64 76249 360 21630 20060301 218.34 38744 360 19600 20051001 194.1 4073 360 32760 20051101 263.6 22192 360 65800 20060301 721.46 94558 240 105000 20060101 1006.25 30052 360 33750 20051101 334.23 95035 360 153760 20051201 1552.07 95132 360 144000 20051201 1290.39 7734 360 41000 20060101 445.54 89149 360 109000 20050701 946.5 48227 240 33000 20060301 395.59 43004 360 32600 20060301 425.27 90006 360 124500 20060301 1280.62 85714 360 22000 20060101 201.24 94578 360 103000 20060301 1119.29 85222 360 15600 20060301 175.62 75225 360 354500 20060201 2478.72 92691 360 82400 20060301 863.47 55001 360 86600 20060301 957.97 91335 360 137500 20060301 1401.13 85239 360 49823 20060301 498.16 30024 360 32980 20060301 368.05 44138 360 47814 20060301 403.43 33127 180 33000 20060301 381.56 21216 360 16000 20060301 194.34 43110 360 31200 20060301 407.01 3045 360 69750 20060201 778.39 91730 360 140000 20060301 1429.17 85201 360 48400 20060301 456.36 30121 360 95000 20060301 977.18 6770 360 50000 20060201 406.82 2863 360 80000 20060201 658.14 21229 360 65550 20060201 430.62 6708 360 32000 20060201 234.8 75056 360 80400 20060301 881.54 85223 360 43672 20060301 428.32 55912 360 12300 20060201 109.4 3079 360 63500 20060201 406.6 21144 360 36600 20060301 415.62 7103 360 60000 20060301 752.68 6854 360 102000 20060201 748.44 2744 360 78300 20060201 805.4 2301 360 72000 20060201 665.35 4254 360 26100 20060201 301.52 63020 360 22000 20060201 222.07 1841 360 62600 20060201 596.15 7103 360 59000 20060301 740.13 2908 360 74700 20060201 581.01 32824 360 65800 20060301 614.24 94544 360 39000 20060201 276.25 20011 360 37900 20060301 449.07 89081 360 58800 20060301 627.55 60477 360 31800 20060301 273.21 92240 360 56000 20060201 597.66 30168 360 38041.4 20060201 439.48 30228 360 37980 20060201 446.26 30228 360 32830 20060101 366.38 30068 360 88600 20060101 919.88 78641 360 32128 20060201 299.91 20176 360 77000 20060301 927.61 27410 360 35400 20050901 360.73 30213 360 40098 20060201 378.08 30252 360 34000 20060201 356.28 33027 360 70466 20060301 741.36 32311 360 51564 20060301 636.56 32207 360 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20060201 484.87 80022 360 52500 20060301 585.89 75023 360 54000 20060201 555.45 75217 360 25000 20060201 252.35 93529 360 56875 20060201 585.02 60118 360 38600 20060301 423.22 95219 360 99500 20060201 995 55424 360 134970 20060201 1200.45 30310 360 80500 20060201 828.03 40031 240 22600 20060201 261.56 89084 360 49749 20060301 459.73 78239 180 15000 20060301 178.82 85020 360 64000 20060301 773.33 89139 360 169799 20060301 1746.57 33549 360 122500 20060301 1166.6 63052 360 26800 20060301 344.23 89117 360 87000 20060301 797.5 20747 360 47200 20060301 644.08 55318 360 33980 20060201 302.22 33647 360 44661 20060301 586.18 95020 360 217800 20060201 2240.32 33167 360 15000 20060301 189.67 32967 360 44979 20060301 510.77 60617 360 25000 20060201 257.15 60636 360 50000 20060201 533.63 34698 360 44400 20060301 499.84 85614 360 33600 20060301 355.34 55301 360 42225 20060201 375.56 90066 360 150000 20060101 1261.28 80906 360 168000 20060301 1785 48118 360 48618 20060301 552.02 34114 360 48470 20060301 466.18 78539 360 63750 20060301 723.94 11432 360 67500 20060301 543.13 11420 360 91800 20060301 870.19 83401 360 15800 20060301 174.78 75070 360 52000 20060301 456.34 48227 360 25100 20060301 287.5 38002 360 34600 20060201 276.91 85706 360 37000 20060301 449.41 29464 360 300000 20060301 3218.75 91306 360 65250 20060301 584.71 29938 360 100000 20060201 1264.45 29485 360 21619 20060201 226.55 80013 360 25050 20060301 274.66 30296 360 37350 20060301 350.16 29582 360 23490 20060301 208.31 89031 180 78798 20060201 846.77 60618 360 125000 20060301 1346.21 75032 360 150000 20060301 1302.52 8205 360 28400 20060301 270.46 75135 360 35000 20060301 460.1 85310 360 68271 20060301 741.9 43004 360 30200 20060301 314.58 22701 360 89100 20060201 831.73 30312 360 48250 20060301 552.66 85339 360 67150 20060301 652.2 32701 360 26400 20060301 339.1 7051 360 68000 20060301 778.88 95822 360 58800 20060301 753.38 55417 360 51100 20060301 404.54 30080 360 27640 20060301 273.72 55372 360 149942 20060301 1639.99 33904 360 80000 20060301 869.35 80817 360 16950 20060301 147.19 90077 360 392500 20060301 3627.08 44024 360 33000 20060301 381.56 65807 360 19600 20060301 199.72 7660 360 146000 20060301 1629.33 92260 360 84400 20060301 668.17 30295 360 33300 20060301 348.95 33803 360 15250 20060301 171.56 3060 360 47980 20060301 369.85 77469 360 26576 20060301 325.44 8723 360 25425 20060301 298.74 85027 360 52000 20060301 657.51 43224 360 15150 20060301 151.5 75204 360 97000 20060201 842.3 87114 360 19700 20060301 221.78 40511 360 18900 20060301 206.72 20105 360 51100 20060301 540.42 85379 360 72500 20060301 717.96 85323 360 73000 20060301 722.91 83201 360 26300 20060301 288.36 85308 360 61250 20060301 701.56 85711 360 80000 20060301 1091.95 92071 360 66950 20060301 663 85027 360 37475 20060301 500.17 85213 360 38750 20060301 482.23 98354 360 40800 20060301 403.75 85249 360 73500 20060301 803.91 84118 360 27500 20060301 304.2 85383 360 103812 20060301 1168.69 95828 360 71875 20060301 774.07 80817 360 42659 20060301 463.58 60064 360 32500 20060301 356.34 30315 360 32500 20060301 353.18 7093 360 137500 20060301 1546.88 33813 360 64250 20060301 754.93 85260 360 53000 20060301 499.73 21061 360 59568 20060301 584.22 48209 360 26000 20060301 292.7 7508 360 57750 20060301 501.47 55449 360 103000 20060301 1148.02 15431 360 21000 20060301 224.12 33015 360 31380 20060301 313.75 63122 360 78438 20060301 860.02 32541 360 59575 20060301 717.69 98042 360 129000 20060301 1666.25 39402 360 29980 20060301 371.63 94606 360 165000 20060301 1760.98 91340 360 120000 20060301 965.55 33134 360 58000 20060301 579.91 2472 360 135000 20060301 1586.23 33321 360 59600 20060301 641.87 91786 360 118760 20060301 1108.6 20886 360 83500 20060201 878.49 55121 360 35600 20060301 312.42 7017 360 105000 20060301 1202.69 92220 360 57500 20060301 479.17 20187 360 105000 20060201 1104.69 95758 360 91574 20060301 963.43 30265 360 25377 20060201 269.63 30213 180 52550 20060201 569.29 30265 360 25000 20060201 257.16 30034 360 25000 20060301 298.7 30067 360 33400 20060301 407.06 43147 360 37760 20060213 366.75 92057 360 114000 20060301 1350.75 90250 360 192000 20060301 1956.48 92275 360 37800 20060301 388.82 60473 360 36800 20060301 374.99 30032 360 22500 20060301 268.83 30032 360 23250 20060301 277.79 89106 360 40000 20060301 446.39 30032 360 23250 20060301 277.79 33711 360 22000 20060301 210.83 7105 360 68250 20060301 741.67 89084 360 67987 20060201 712.43 1721 360 75800 20060301 823.72 29405 360 172500 20060201 1529.77 85218 360 50000 20060301 519.13 89044 360 52398 20060301 508.93 89122 360 70907 20060301 708.96 60617 360 34000 20060301 346.46 40612 360 21780 20060301 226.88 60622 360 75250 20060301 817.74 20176 360 177550 20060301 2051.15 60423 360 45800 20060301 466.7 60510 360 74400 20060301 775 86401 360 30750 20060301 387.58 20109 360 78150 20060301 796.35 77088 180 20550 20050801 219.26 22193 360 73000 20060201 743.87 34429 360 27192 20060201 306.12 2126 360 147000 20060301 1611.76 85053 360 55200 20060301 637.7 95648 360 113000 20060301 1184.13 85086 360 57028 20060301 592.1 22193 360 72000 20060301 757.5 89117 360 31935 20060301 372.58 63017 360 73850 20060301 889.66 34747 360 111180 20060301 1495.11 90033 360 58500 20060201 769.02 90601 360 80000 20060301 777.01 75087 360 62076 20060301 626.6 92882 360 120000 20060301 1457.54 30121 360 21800 20060301 271.3 94513 360 140400 20060201 1444.17 80012 360 25050 20060301 316.74 78414 360 25680 20051201 218.28 30273 360 14850 20051201 115.51 28079 360 61186 20060301 737.1 28405 360 21000 20051201 207.96 30012 360 24800 20060301 333.5 30012 360 24800 20060301 333.5 30045 360 44612 20060301 429.07 32805 360 33750 20060301 383.26 7060 360 58000 20060301 652.5 7060 360 39000 20060301 397.42 85340 360 52500 20060301 475.34 66223 360 139600 20060301 1352.38 85220 360 19000 20060301 200.94 30213 360 36500 20060301 436.09 81001 360 42000 20060201 569.03 75040 180 20560 20060301 253.41 21061 360 40000 20051201 341.67 90026 360 205000 20060301 1952.26 60525 360 29750 20060301 317.51 20721 360 120560 20060201 1548.54 94132 360 150000 20060301 1358.11 92704 360 56800 20060201 718.2 60449 360 124000 20060301 1263.56 22191 360 33000 20060301 339.44 89146 360 62000 20060301 710.16 21244 360 83750 20050901 558.33 56001 360 51600 20060301 678.31 80109 360 54800 20051001 460.79 80018 360 38400 20060301 344.1 72712 360 23320 20060301 257.97 37214 360 44100 20060201 419.97 85929 360 24220 20060301 263.2 85929 360 37021 20060301 366.62 85929 180 112500 20060201 1476.56 32824 360 37800 20060301 432.97 92104 360 81000 20060301 848.8 2043 360 169200 20060301 1438.18 97362 240 36000 20060301 384.91 33948 360 55500 20060301 786.25 85086 360 72653 20060301 719.48 8873 360 33402 20060201 375.77 95660 360 62000 20060301 759.22 85242 360 63000 20060201 564.38 22180 360 110000 20060301 1131.47 21122 360 29000 20060301 372.49 2908 360 68700 20060201 753.25 20747 360 45000 20060301 569 89122 360 53000 20060301 504.33 77089 360 35000 20060301 307.15 30344 360 46000 20060301 586.24 3033 360 73500 20060101 565.15 43123 240 37600 20060201 433.83 64109 360 19300 20060201 242.11 64108 360 16800 20060201 210.75 27592 360 11100 20060201 114.18 85236 360 63000 20060201 599.96 30601 360 16180 20060301 190.11 89149 360 57980 20060301 613.18 75154 360 36027 20060201 356.77 22408 360 49825 20060301 342.55 76226 360 39390 20060201 390.08 54666 360 48800 20060301 450.96 22407 360 48750 20060301 335.16 55347 360 152000 20060301 1548.88 32766 360 84345 20060301 763.67 30349 360 49080 20060201 659.51 22172 360 165800 20060201 1578.95 85750 360 115000 20060301 1260.9 33909 180 74500 20060201 892.45 34949 360 95970 20060301 1249.61 95437 360 47000 20060201 447.59 33706 360 51600 20060301 550.71 75002 360 38400 20060201 504.79 46112 360 28039 20060201 272.33 36064 360 71087 20060201 799.73 30253 360 27755 20060201 339.88 23832 360 30980 20060301 277.61 29456 360 24990 20051201 189.94 20740 360 52500 20060201 564.39 94131 360 173600 20060201 1819.15 85929 360 92750 20060201 1247.26 55128 360 53000 20060101 460.81 20164 360 95980 20060301 1052.36 43230 360 27600 20060201 333.5 23224 360 28600 20060301 345.58 8873 360 33227 20060201 356.5 89129 360 48350 20060201 492.69 40299 240 17600 20060201 193.79 6360 360 36000 20060201 356.5 2135 360 124950 20060201 1027.93 32907 360 44000 20060201 508.31 85323 360 70500 20060201 895.94 6516 360 41200 20051201 376.87 24551 360 54000 20060201 439.36 80906 180 22950 20060201 321.21 30093 360 65400 20060201 794.36 22193 360 70000 20060301 666.63 30093 360 38000 20060201 495.72 92114 360 90000 20060201 925.75 33467 360 97000 20060201 1007.1 33594 360 58695 20060201 574.72 32828 360 50665 20060201 564.7 48187 360 151847 20060201 1249.21 8873 360 33227 20060201 411.88 80520 360 51113 20060301 357.39 31820 360 46500 20060201 546.37 78739 360 64494 20060201 854.3 78739 360 66800 20060201 884.84 60120 360 45750 20060301 488.27 75024 360 153750 20060201 1611.14 92629 360 149250 20060301 1753.67 78249 360 23600 20060201 207.11 32221 360 88200 20060201 1106.43 30296 360 35790 20060201 342.99 80126 360 69300 20060201 959.91 33054 360 36000 20060101 349.65 92377 360 102500 20060201 1430.15 63125 360 18800 20060201 207.97 40228 240 29980 20060201 339.35 1702 360 171000 20060301 1858.25 85224 360 42750 20051201 431.52 80002 360 34000 20060201 402.86 19035 360 200000 20060201 2369.74 23434 360 15800 20060301 199.78 34953 180 24000 20060201 285 46201 360 10000 20060201 110.42 89521 360 64200 20060301 522.35 75165 360 27638 20060201 279.26 34953 180 24000 20060201 310 8822 360 48000 20060201 526.29 20110 360 135000 20060201 1504.69 80128 360 78000 20060201 771.88 89121 360 47000 20060201 617.84 45219 360 20580 20060301 255.11 20841 360 82700 20060201 756.49 7104 360 105000 20060301 1202.68 80022 360 18600 20060301 213.05 34744 360 37147 20060201 346.77 75043 360 15600 20060201 194.14 27105 360 16000 20060201 167.66 21206 360 26000 20060301 297.92 23455 360 31250 20060201 288.78 77039 360 25750 20060301 223.6 30087 360 35000 20060301 339.94 48203 360 15600 20060301 180.22 30126 360 54000 20060301 555.45 23320 360 18500 20060301 150.52 27519 360 39182 20060301 311.75 84123 360 37500 20060201 328.13 92840 360 46500 20060301 578.68 33139 360 350000 20060201 4043.39 8873 360 69600 20060301 769.91 93280 360 25500 20060301 358.59 21037 360 72000 20060201 605.42 95829 360 143000 20060201 1444.9 30038 360 16500 20060201 218.56 85739 360 57650 20060301 683.08 20774 360 102650 20060201 1125.49 30152 360 15550 20060301 187.9 80222 360 52500 20060301 534.98 96761 360 158976 20060201 1529 7304 360 77000 20060301 784.64 20772 360 249000 20060201 2334.38 30038 360 22000 20060301 241.22 90069 360 82000 20060301 875.15 81435 360 448500 20060301 3771.23 20603 360 38540 20060201 389.03 80013 360 46000 20060301 563.3 95209 360 70000 20060301 984.38 23224 360 25050 20060301 274.66 77067 360 21682 20060201 246.22 77067 360 25750 20060201 292.41 78108 360 50719 20060201 468.69 28216 360 23200 20060101 216.57 32217 360 20400 20060201 202.02 28208 360 23200 20060101 240.87 75181 360 34471 20060201 325.02 77073 360 24279 20060201 233.51 92111 360 112100 20060301 1185.53 85379 360 46582 20060201 349.37 85338 360 41320 20060301 317.72 39503 360 43480 20060201 430.58 34474 360 29658 20060201 279.65 46074 360 42243 20060201 471.43 85303 360 33600 20060301 345.61 19401 360 41180 20060301 376.69 32211 360 22500 20060301 280.01 80202 360 98100 20060201 1142.98 32211 360 22500 20060301 280.01 20120 360 71800 20060201 603.73 77450 360 25000 20060201 219.39 85326 360 73653 20060301 820.92 77066 360 20000 20060301 211.51 21061 360 45500 20060301 663.54 30097 360 350000 20060201 3536.45 21061 360 46850 20060301 683.23 21061 360 48750 20060301 710.94 92887 360 103350 20060301 1103.01 75602 360 31000 20051201 216.76 19939 360 60600 20060301 543.04 77449 360 18750 20060201 218.46 30316 360 24250 20060301 287.33 23832 360 31400 20060201 272.66 97223 360 69800 20060201 820.14 54666 360 48800 20060301 544.6 77379 360 29400 20060201 322.35 21223 360 49980 20060201 552.88 60534 360 41000 20060301 421.73 85242 360 54400 20060201 472.38 21703 360 39675 20060201 438.88 52001 360 41200 20060301 396.25 64056 360 46350 20060201 423.98 48035 360 32625 20060301 357.71 22150 360 64912.5 20060201 833.77 75762 360 20835 20060301 196.45 34747 360 85000 20060201 903.13 70058 360 48125 20060201 541.78 29715 360 30550 20060201 326.05 75040 360 21750 20060301 207.13 93635 360 95800 20060301 939.57 30310 360 39400 20060301 541.76 75098 360 30054 20060201 225.79 75098 360 27999 20060201 215.29 80010 360 17800 20060301 259.2 75605 360 37400 20060301 287.57 78641 360 32164 20060201 253.03 76210 360 29037 20060201 233.64 30013 360 31500 20051101 336.19 78717 360 45665 20060201 367.43 92394 360 45200 20051101 430.45 55101 360 49900 20060301 680.93 75006 360 16800 20060201 169.58 75052 360 13900 20060201 141.64 52806 360 14021 20060301 192.79 95825 360 119000 20060201 1480.93 95825 360 119000 20060201 1480.93 94509 360 63000 20060201 784.02 30134 360 48198 20060301 602.48 95648 360 140290 20060201 1470.09 80922 360 46109 20060301 541.78 95678 360 114480 20060201 1210.7 75134 360 17632 20060101 189.89 98042 360 31800 20060101 327.1 77086 360 18980 20060301 166.56 22191 360 150000 20060201 1500 85239 360 41790 20051101 397.98 85219 360 28400 20051201 267.79 85207 360 46980 20051201 442.97 76028 360 26500 20051201 239.94 21215 360 11980 20051201 107.36 20653 360 56200 20051201 467.45 55417 360 31000 20051201 345.96 84115 360 28600 20051201 280.5 84095 360 50400 20051201 528.14 48858 360 10950 20051201 119 60651 360 47500 20051101 465.87 60085 360 33980 20051201 330.04 30328 360 18920 20051201 137.19 89131 360 57600 20051201 526.89 34741 360 25000 20051101 271.68 34743 360 20000 20051101 153.79 60440 360 33000 20051201 368.28 34606 360 32960 20051101 283.18 85225 360 41250 20051201 373.49 80020 360 36150 20051201 340.86 80129 360 45144 20051201 486.19 80013 360 41600 20051201 327.27 80234 360 44500 20051201 440.68 31404 360 17000 20051201 188.06 30458 360 15000 20051101 165.93 22182 360 291000 20051001 1936.04 21704 360 51200 20051201 507.03 20874 360 55250 20051201 505.4 20737 360 63000 20051201 541.27 20723 360 106800 20051101 849.75 20784 360 75000 20051201 836.99 21774 360 28000 20051201 215.3 20901 360 52500 20051201 550.15 20876 360 99000 20051201 1010.63 27569 360 54500 20051201 428.76 21223 360 17000 20051201 146.06 20886 360 73500 20051201 618.03 20019 360 40200 20051201 274.24 20695 360 116000 20051201 811.09 20902 360 89950 20051201 691.64 20164 360 65400 20051201 616.66 20110 360 114000 20051201 1064.17 28532 360 33500 20051201 228.53 21236 360 58400 20051201 680.43 20720 360 115000 20051201 884.26 22044 360 98000 20051201 951.84 22407 360 68000 20051201 596.75 20032 360 25000 20051201 214.79 20878 360 148750 20051201 1091.48 21218 360 26250 20051201 211.22 20723 360 163350 20051201 1806.98 20783 360 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40000 20051201 343.67 20009 360 40500 20051201 283.19 23089 360 33000 20051201 253.75 21703 360 57600 20051201 412.66 20879 360 73130 20051201 696.44 22191 360 71000 20051201 610 28532 360 29000 20051201 197.84 20746 360 75000 20051201 742.72 21788 360 69500 20051201 597.12 27605 360 16800 20051201 139.74 22556 360 76000 20051201 652.96 22193 360 78000 20051201 670.15 27577 360 31950 20051201 268.66 20721 360 40000 20051201 286.57 21740 360 33000 20051201 320.52 19975 360 143950 20051201 1550.3 17268 360 41200 20051201 288.08 20878 360 72700 20051201 775.9 20111 360 63200 20051201 554.63 20783 360 75000 20051201 658.18 21244 360 45350 20051201 497.24 21742 360 30000 20051201 257.75 20878 360 51250 20051201 497.78 20784 360 76750 20051201 576.6 20874 360 93750 20051201 1064.62 20746 360 48000 20051201 386.22 20720 360 142000 20051201 1325.55 20886 360 67000 20051201 625.44 20876 360 118450 20051201 942.45 22079 360 133000 20051201 1562.73 20111 360 106000 20051201 1172.58 20814 360 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80126 360 47200 20051201 350.46 80003 360 26400 20051201 184.6 80016 360 37500 20051201 288.35 78957 360 18600 20051201 134.87 85713 360 24600 20051201 176.24 85747 180 24800 20051201 216.04 80020 360 131500 20051201 885.94 97478 360 25000 20051201 187.82 98682 360 46000 20051201 353.71 77040 180 27200 20051201 256.03 77351 360 45000 20051201 314.65 91311 360 35000 20051101 346.6 91355 360 185000 20051201 1901.51 91723 360 83000 20051201 594.63 92324 360 37400 20051201 287.58 92394 360 67800 20051201 468.28 92507 360 30000 20051201 230.68 92345 360 71800 20051201 539.41 86001 360 67800 20051201 491.6 93307 360 25000 20051201 194.45 61821 360 13500 20051201 90.96 46226 360 40000 20051201 266.13 46208 360 29900 20051201 232.56 83629 360 23900 20051201 190.16 71119 360 31200 20051201 351.25 78217 360 27200 20051201 192.52 80128 360 36600 20051201 265.38 77479 360 78900 20051201 524.93 30340 360 26200 20051201 183.2 85041 360 21300 20051201 136.39 85742 360 46000 20051201 329.55 89031 360 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360 21400 20060201 245.12 43119 360 25600 20060201 305.86 30296 360 37450 20060201 327.69 21218 360 49000 20060201 428.75 21703 360 25850 20060201 198.76 37167 180 10000 20060201 112.09 37167 180 10000 20060201 112.09 22630 360 53980 20060201 612.99 85297 360 26959 20060201 274.71 92371 360 70350 20060201 744 37415 360 38250 20060301 438.12 21220 360 21500 20060301 278.31 28214 360 18750 20060301 229.6 28216 360 25000 20060301 306.14 60649 360 15500 20060201 188.27 20707 360 110000 20060201 985.71 7108 360 108000 20060301 1258.33 2724 360 84600 20060301 944.12 60585 360 40470 20060201 420.18 34747 360 21272 20060201 206.07 96821 360 320000 20060301 2900 20879 360 63000 20060201 518.44 87144 360 10000 20060201 112.58 76116 360 15855 20060301 186.29 33594 360 39350 20060201 416.15 78154 360 27700 20060201 243.09 33157 360 21800 20060301 236.9 92231 360 53998 20060301 555.43 64061 360 72000 20060301 651.89 36535 360 40350 20050901 438.48 89178 360 50924 20060201 461.07 30213 360 14400 20060201 141 86409 360 21496 20060201 200.66 48843 360 42055 20060201 461.11 85086 360 24475 20060201 265.97 80817 360 34109 20060301 298.45 22079 360 200000 20060201 1854.17 23223 360 25050 20060201 294.33 55044 360 72500 20060201 717.96 33162 360 67000 20060201 581.79 85239 360 67080 20060201 664.29 55119 360 27500 20060201 244.59 60153 360 65000 20060201 701.3 80104 360 23600 20060301 179.46 89044 360 55311 20060301 382.02 61008 360 32780 20060201 346.67 93550 360 80000 20060201 822.89 99508 360 88000 20060201 905.18 93536 360 69418 20060301 714.04 7422 360 71000 20060101 703.11 20136 360 118218 20060201 1204.64 84044 360 13300 20060301 122.9 30326 360 236000 20060201 2610.63 10301 360 90000 20060101 857.09 21061 360 49850 20060301 675.05 21061 360 51250 20060301 694.01 21061 360 47000 20060201 636.46 30248 360 37400 20060201 410.22 76028 360 15180 20060301 147.44 30331 360 24000 20060201 252.8 21710 360 90162 20060201 850.13 97030 360 17098 20060301 180.82 60107 360 28281 20060201 253.43 34746 360 26802 20060201 348.98 30096 360 42550 20060201 401.2 33544 360 36807 20060201 414.08 93552 360 64305 20060201 564.33 80233 360 49000 20060201 515.52 28277 360 37629 20060201 276.11 10451 360 110000 20060101 1047.56 21704 360 175990 20060201 1793.33 55438 360 47985 20060301 379.88 32303 360 54796 20060201 724.91 32303 360 54796 20060201 616.88 2125 360 48700 20060301 548.25 6053 360 40400 20060201 454.81 76002 360 28660 20060201 292.05 55304 360 66150 20060201 790.34 27510 360 42160 20060301 496.26 23504 360 25280 20060201 284.4 33034 360 37600 20060201 360.33 76208 360 31200 20060201 444.81 33131 360 180000 20060201 2186.31 7424 360 117000 20060301 1136.38 20009 360 82000 20060301 734.8 93550 360 97000 20060201 923.75 30168 360 40984 20060101 461.39 30039 360 39500 20060201 343 30228 360 39549 20060201 418.26 30504 360 23200 20060201 207.9 30132 360 26600 20060201 286.47 45240 360 59691 20060201 708.83 48192 360 24240 20060201 282.42 30349 360 36964 20060201 331.14 90044 360 150000 20060201 1600.89 70814 360 10000 20051001 96.18 30189 360 63850 20060201 705.01 33612 360 19485 20060201 231.38 85326 360 32283 20060201 258.94 32828 360 33046 20060201 317.83 45238 360 50500 20060301 509.75 94513 360 127980 20060201 1186.48 85339 360 59960 20060201 663.28 47130 240 16000 20060201 179.76 89178 360 29064 20060201 296.16 85033 360 42000 20060101 419.13 19809 360 18300 20060201 200.65 52807 360 24900 20060301 280.32 30093 360 37000 20060201 369.94 80219 360 66450 20060301 702.75 93306 360 54000 20060201 576.32 90220 360 89600 20060201 681.33 93555 360 64470 20060201 669.36 63115 360 23400 20060301 298.22 46184 360 21580 20060201 249.52 85339 360 44900 20060101 481.74 61103 360 23780 20060201 279.41 19945 360 37500 20060301 375 23059 360 54593 20060301 587.95 75052 360 62650 20060301 544.02 60513 360 137500 20060201 1401.13 32259 360 26250 20060301 285.26 44614 360 67158 20060201 762.63 27703 360 23580 20060201 288.76 20877 360 45000 20060301 458.55 29340 360 18525 20060301 197.71 22304 360 66300 20060301 726.94 80014 360 34360 20060201 427.6 29307 360 11400 20060201 98.99 95391 360 125560 20060201 954.78 48843 360 40000 20060201 351.03 80233 360 57213 20060201 661.53 60123 360 39127 20060201 277.15 34986 360 54700 20060301 615.38 17315 360 20000 20060201 192.36 78257 360 170000 20060201 1491.87 20653 360 57680 20060201 672.04 33569 360 59098 20060301 579.62 30126 360 43607 20060201 319.97 30188 360 31457 20060201 291.63 60490 360 74000 20060201 724.58 30331 360 46008 20060201 416.95 30291 360 35757 20060201 343.91 85379 360 66151 20060201 654.62 19123 360 17990 20060201 186.78 8872 360 171500 20060201 2090.16 30240 360 15540 20060201 161.34 32207 360 40400 20060201 458.78 80013 360 37320 20060201 391.07 28083 360 32256 20060101 289.05 30135 360 48000 20060101 526.29 85303 360 41600 20060301 501.15 30720 360 16860 20060101 181.58 20019 360 22500 20060301 222.82 89109 360 47734 20060201 467.4 77388 360 54250 20060201 446.44 28031 360 135000 20060201 1546.88 53027 360 35800 20060201 413.58 75225 360 103000 20060201 903.9 92562 360 120000 20060201 1529.33 20170 360 81000 20060301 911.88 19777 360 39750 20060201 334.24 77573 360 54000 20060301 737.06 77373 360 15600 20051201 172.57 1832 360 35800 20060301 368.24 33613 360 65800 20060201 589.46 1610 360 43200 20060201 494.82 30331 360 17540 20060301 199.18 30013 360 17775 20060201 219.43 30315 360 20620 20060301 234.16 17356 360 39000 20060201 397.41 1089 360 57800 20060201 662.05 2368 360 104000 20060301 1029.91 32229 360 22800 20060201 290.57 19970 360 60575 20060201 623.08 32583 360 42300 20060201 509.58 85364 360 28980 20060201 273.25 23452 360 44000 20060301 439.93 60505 360 22000 20060301 245.52 43220 240 24000 20060101 274.03 89143 360 70000 20060201 831.25 30083 360 20400 20060201 276.39 19901 360 38400 20060301 322.89 46259 360 35000 20060201 432.08 91311 360 74000 20060201 663.11 91381 360 258000 20060201 2633.75 80022 360 82000 20060301 955.39 86401 360 26000 20060201 320.97 78240 360 17920 20060201 198.23 30518 360 35000 20060201 375.52 32256 360 32575 20060201 305.39 30096 360 38362 20060201 347.34 89084 360 67532 20060301 668.29 30016 360 33098 20060201 362.9 34982 360 29980 20060201 328.71 20001 360 45200 20060201 495.59 1904 360 47000 20060301 342.71 89084 360 129470 20060201 1321.67 32224 360 43213 20060201 454.64 60490 360 76106 20060201 697.64 8852 360 94500 20060201 990.26 8846 360 35600 20060201 411.28 71112 360 46000 20060101 453.78 35020 360 30000 20060101 302.82 85339 360 113700 20060301 1437.67 85396 360 137464 20060201 1603.75 20744 360 42000 20060201 444.18 85251 360 61600 20060301 663.41 75071 360 32400 20060301 284.33 8901 360 60000 20060301 640.36 20852 180 67485 20060201 837.26 30058 360 21450 20060201 288.45 22191 360 75250 20060201 788.54 23693 360 199600 20060301 1517.8 30168 360 43750 20060201 478.52 66071 360 18600 20060201 242.64 21044 360 45000 20060301 484.63 21704 360 26150 20060201 261.46 84065 360 41600 20060201 298.03 95678 360 87000 20060301 842.81 37659 180 15000 20060301 139.06 85239 360 54658 20060201 615.33 21061 360 61768 20060301 635.35 21704 360 58081 20060201 631.16 1835 360 77000 20060301 844.26 37122 360 35000 20060101 273.1 77373 360 17474 20060201 159.84 20176 360 52000 20060201 554.97 34787 360 82000 20060301 750.09 30294 360 34250 20060201 460.58 46074 360 34980 20060101 358.46 77459 360 40181 20060101 360.06 46140 360 33380 20060201 342.07 94571 180 39162 20060301 429.87 21701 360 34600 20060102 316.5 75206 360 50400 20060201 533.01 60624 360 96250 20060301 1036.58 64118 360 19024 20060201 219.78 30024 360 48750 20060201 468.87 89122 360 45052 20060201 488.06 30013 360 46000 20060101 341.55 48328 360 97000 20060201 1178.18 85379 360 35300 20060201 356.68 80814 360 26400 20060201 355.02 63116 360 18600 20060201 191.89 20735 360 47400 20060201 368.67 48221 360 54800 20060301 542.68 21774 360 130000 20060201 1425.37 27613 360 72800 20060201 855.39 60613 360 300000 20060201 2968.75 11553 360 85000 20060301 923.69 28306 360 10200 20060201 110.84 89166 360 56350 20060201 575.24 35490 360 62600 20060201 704.25 33813 360 15600 20060201 167.38 7003 360 74232 20060201 821.15 38237 360 25600 20060201 273.22 11434 360 50000 20060301 462.05 76065 360 24000 20051001 265 30253 360 32550 20051001 334.81 30189 360 32900 20060201 332.1 30549 360 49700 20060301 585.01 22193 360 83700 20060301 797.09 30228 360 22380 20060101 219.5 32578 360 25000 20060201 348.96 80640 360 57390 20060301 508.95 20109 360 72750 20060201 611.72 21532 360 15000 20060301 161.54 21213 360 18500 20060201 233.92 40511 360 17000 20060201 162.92 23231 360 54728 20060301 584.09 34747 360 26000 200602