CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., Depositor DLJ MORTGAGE CAPITAL, INC., Seller SELECT PORTFOLIO SERVICING, INC., Servicer OCWEN LOAN SERVICING, LLC, Servicer and Trustee POOLING AND SERVICING AGREEMENT Dated as of August 1, 2006...
CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
Depositor
DLJ
MORTGAGE CAPITAL, INC.,
Seller
SELECT
PORTFOLIO SERVICING, INC.,
Servicer
OCWEN
LOAN SERVICING, LLC,
Servicer
and
U.S.
BANK
NATIONAL ASSOCIATION,
Trustee
__________________________________________________________________________________
Dated
as
of August 1, 2006
__________________________________________________________________________________
HOME
EQUITY MORTGAGE
TRUST
SERIES 2006-4
TABLE
OF
CONTENTS
ARTICLE
I
|
|
DEFINITIONS
|
|
SECTION
1.01
|
Definitions.
|
SECTION
1.02
|
Interest
Calculations.
|
SECTION
1.03
|
Allocation
of Certain Interest Shortfalls.
|
ARTICLE
II
|
|
CONVEYANCE
OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES
|
|
SECTION
2.01
|
Conveyance
of Mortgage Loans.
|
SECTION
2.02
|
Acceptance
by the Trustee.
|
SECTION
2.03
|
Representations
and Warranties of the Seller, the Servicers and the Special
Servicer.
|
SECTION
2.04
|
Representations
and Warranties of the Depositor as to the Mortgage
Loans.
|
SECTION
2.05
|
Delivery
of Opinion of Counsel in Connection with Substitutions.
|
SECTION
2.06
|
Execution
and Delivery of Certificates.
|
SECTION
2.07
|
REMIC
Matters.
|
SECTION
2.08
|
Covenants
of each Servicer.
|
SECTION
2.09
|
Conveyance
of REMIC Regular Interests and Acceptance of REMIC 1, REMIC 2,
REMIC 3 and
REMIC 4 by the Trustee; Issuance of Certificates.
|
SECTION
2.10
|
Purposes
and Powers of the Trust.
|
ARTICLE
III
|
|
ADMINISTRATION
AND SERVICING OF MORTGAGE LOANS
|
|
SECTION
3.01
|
Servicers
to Service Mortgage Loans.
|
SECTION
3.02
|
Subservicing;
Enforcement of the Obligations of Subservicers.
|
SECTION
3.03
|
[Reserved].
|
SECTION
3.04
|
Trustee
to Act as Servicer.
|
SECTION
3.05
|
Collection
of Mortgage Loans; Collection Accounts; Certificate Account; Pre-Funding
Account; Capitalized Interest Account.
|
SECTION
3.06
|
Establishment
of and Deposits to Escrow Accounts; Permitted Withdrawals from
Escrow
Accounts; Payments of Taxes, Insurance and Other
Charges.
|
SECTION
3.07
|
Access
to Certain Documentation and Information Regarding the Mortgage
Loans;
Inspections.
|
SECTION
3.08
|
Permitted
Withdrawals from the Collection Accounts and Certificate
Account.
|
SECTION
3.09
|
Maintenance
of Hazard Insurance and Mortgage Impairment Insurance; Claims;
Restoration
of Mortgaged Property.
|
SECTION
3.10
|
Enforcement
of Due-on-Sale Clauses; Assumption Agreements.
|
SECTION
3.11
|
Realization
Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage
Loans.
|
SECTION
3.12
|
Trustee
to Cooperate; Release of Mortgage Files.
|
SECTION
3.13
|
Documents,
Records and Funds in Possession of a Servicer to be Held for the
Trustee.
|
SECTION
3.14
|
Servicing
Fee.
|
SECTION
3.15
|
Access
to Certain Documentation.
|
SECTION
3.16
|
Annual
Statement as to Compliance.
|
SECTION
3.17
|
Assessments
of Compliance and Attestation Reports.
|
SECTION
3.18
|
Maintenance
of Fidelity Bond and Errors and Omissions Insurance.
|
SECTION
3.19
|
Duties
of the Credit Risk Manager.
|
SECTION
3.20
|
Limitation
Upon Liability of the Credit Risk Manager.
|
SECTION
3.21
|
Advance
Facility.
|
SECTION
3.22
|
Special
Serviced Mortgage Loans
|
SECTION
3.23
|
Basis
Risk Reserve Fund.
|
SECTION
3.24
|
Termination
Test; Certificateholder Vote.
|
ARTICLE
IV
|
|
DISTRIBUTIONS
AND ADVANCES BY THE SERVICER
|
|
SECTION
4.01
|
Advances
by the Servicer.
|
SECTION
4.02
|
Priorities
of Distribution.
|
SECTION
4.03
|
[Reserved].
|
SECTION
4.04
|
[Reserved].
|
SECTION
4.05
|
Allocation
of Realized Losses.
|
SECTION
4.06
|
Monthly
Statements to Certificateholders.
|
SECTION
4.07
|
Distributions
on the REMIC 1 Regular Interests and REMIC 2 Regular
Interests.
|
SECTION
4.08
|
[Reserved].
|
SECTION
4.09
|
Prepayment
Charges.
|
SECTION
4.10
|
Servicers
to Cooperate.
|
SECTION
4.11
|
The
Swap Agreement; Supplemental Interest Trust.
|
ARTICLE
V
|
|
THE
CERTIFICATES
|
|
SECTION
5.01
|
The
Certificates.
|
SECTION
5.02
|
Certificate
Register; Registration of Transfer and Exchange of
Certificates.
|
SECTION
5.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
SECTION
5.04
|
Persons
Deemed Owners.
|
SECTION
5.05
|
Access
to List of Certificateholders’ Names and Addresses.
|
SECTION
5.06
|
Maintenance
of Office or Agency.
|
ARTICLE
VI
|
|
THE
DEPOSITOR, THE SELLER, THE SERVICERS AND THE SPECIAL
SERVICER
|
|
SECTION
6.01
|
Respective
Liabilities of the Depositor, the Sellers, the Servicers and the
Special
Servicer.
|
SECTION
6.02
|
Merger
or Consolidation of the Depositor, the Seller, a Servicer or the
Special
Servicer.
|
SECTION
6.03
|
Limitation
on Liability of the Depositor, the Seller, the Servicers, the Special
Servicer and Others.
|
SECTION
6.04
|
Limitation
on Resignation of a Servicer.
|
ARTICLE
VII
|
|
DEFAULT
|
|
SECTION
7.01
|
Events
of Default.
|
SECTION
7.02
|
Trustee
to Act; Appointment of Successor.
|
SECTION
7.03
|
Notification
to Certificateholders.
|
ARTICLE
VIII
|
|
CONCERNING
THE TRUSTEE
|
|
SECTION
8.01
|
Duties
of the Trustee.
|
SECTION
8.02
|
Certain
Matters Affecting the Trustee.
|
SECTION
8.03
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
SECTION
8.04
|
Trustee
May Own Certificates.
|
SECTION
8.05
|
Trustee’s
Fees and Expenses.
|
SECTION
8.06
|
Eligibility
Requirements for the Trustee and Custodian.
|
SECTION
8.07
|
Resignation
and Removal of the Trustee.
|
SECTION
8.08
|
Successor
Trustee.
|
SECTION
8.09
|
Merger
or Consolidation of the Trustee.
|
SECTION
8.10
|
Appointment
of Co-Trustee or Separate Trustee.
|
SECTION
8.11
|
Tax
Matters.
|
SECTION
8.12
|
Commission
Reporting.
|
ARTICLE
IX
|
|
TERMINATION
|
|
SECTION
9.01
|
Termination
upon Liquidation or Purchase of the Mortgage Loans.
|
SECTION
9.02
|
Final
Distribution on the Certificates.
|
SECTION
9.03
|
Additional
Termination Requirements.
|
SECTION
9.04
|
Determination
of the Terminating Entity.
|
ARTICLE
X
|
|
MISCELLANEOUS
PROVISIONS
|
|
SECTION
10.01
|
Amendment.
|
SECTION
10.02
|
Recordation
of Agreement; Counterparts.
|
SECTION
10.03
|
Governing
Law.
|
SECTION
10.04
|
[Reserved].
|
SECTION
10.05
|
Notices.
|
SECTION
10.06
|
Severability
of Provisions.
|
SECTION
10.07
|
Assignment.
|
SECTION
10.08
|
Limitation
on Rights of Certificateholders.
|
SECTION
10.09
|
Certificates
Nonassessable and Fully Paid.
|
SECTION
10.10
|
Non-Solicitation
|
SECTION
10.11
|
Third
Party Beneficiary
|
EXHIBITS
EXHIBIT
A.
|
Form
of Class A Certificates
|
EXHIBIT
B.
|
Form
of Subordinate Certificate
|
EXHIBIT
C.
|
Form
of Residual Certificate
|
EXHIBIT
D.
|
Form
of Notional Amount Certificate
|
EXHIBIT
E.
|
Form
of Class P Certificate
|
EXHIBIT
F.
|
Form
of Reverse Certificates
|
EXHIBIT
G.
|
Form
of Initial Certification of Custodian
|
EXHIBIT
H.
|
Form
of Final Certification of Custodian
|
EXHIBIT
I.
|
Transfer
Affidavit
|
EXHIBIT
J.
|
Form
of Transferor Certificate
|
EXHIBIT
K.
|
Form
of Investment Letter (Non-Rule 144A)
|
EXHIBIT
L.
|
Form
of Rule 144A Letter
|
EXHIBIT
M.
|
Request
for Release
|
EXHIBIT
N.
|
Form
of Subsequent Transfer Agreement
|
EXHIBIT
O-1.
|
Form
of Collection Account Certification
|
EXHIBIT
O-2.
|
Form
of Collection Account Letter Agreement
|
EXHIBIT
P-1.
|
Form
of Escrow Account Certification
|
EXHIBIT
P-2.
|
Form
of Escrow Account Letter Agreement
|
EXHIBIT
Q.
|
[Reserved]
|
EXHIBIT
R-1.
|
Form
of Custodial Agreement for LaSalle Bank National
Association
|
EXHIBIT
R-2.
|
Form
of Custodial Agreement for Xxxxx Fargo Bank, N.A.
|
EXHIBIT
R-3.
|
[Reserved]
|
EXHIBIT
S.
|
[Reserved]
|
EXHIBIT
T.
|
[Reserved]
|
EXHIBIT
U.
|
Charged
Off Loan Data Report
|
EXHIBIT
V.
|
Form
of Monthly Statement to Certificateholders
|
EXHIBIT
W.
|
Form
of Depositor Certification
|
EXHIBIT
X.
|
Form
of Trustee Certification
|
EXHIBIT
Y.
|
Form
of Servicer Certification
|
EXHIBIT
Z.
|
Information
to be Provided by Servicer to Trustee
|
EXHIBIT
AA
|
Form
of Limited Power of Attorney
|
EXHIBIT
BB.
|
[Reserved]
|
EXHIBIT
CC
|
Form
of ISDA Master Agreement
|
EXHIBIT
DD
|
Form
of Confirmation to the Swap Agreement
|
EXHIBIT
EE
|
Servicing
Criteria to Be Addressed in Assessment of Compliance
|
EXHIBIT
FF
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
SCHEDULE
I
|
Mortgage
Loan Schedule
|
SCHEDULE
II
|
Seller’s
Representations and Warranties
|
SCHEDULE
IIIA
|
SPS
Representations and Warranties
|
SCHEDULE
IIIB
|
[Reserved]
|
SCHEDULE
IIIC
|
Ocwen
Representations and Warranties
|
SCHEDULE
IIID
|
[Reserved]
|
SCHEDULE
IV
|
Representations
and Warranties for the Mortgage
Loans
|
THIS
POOLING AND SERVICING AGREEMENT, dated as of August 1, 2006, among CREDIT
SUISSE
FIRST BOSTON MORTGAGE SECURITIES CORP., a Delaware corporation, as depositor
(the “Depositor”), DLJ MORTGAGE CAPITAL, INC., a Delaware corporation, as Seller
(the “Seller”), SELECT PORTFOLIO SERVICING, INC., a Utah corporation, as a
servicer (a “Servicer” or “SPS”) and OCWEN LOAN SERVICING, LLC, a Delaware
limited liability company, as a servicer (a “Servicer” or “Ocwen”, and together
with SPS, the “Servicers”) and U.S. BANK NATIONAL ASSOCIATION, a national
banking association organized under the laws of the United States, as trustee
(the “Trustee”).
WITNESSETH
THAT
In
consideration of the mutual agreements herein contained, the parties hereto
agree as follows:
PRELIMINARY
STATEMENT
The
Depositor intends to sell pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple classes, which in the
aggregate will evidence the entire beneficial ownership interest in the Trust
Fund created hereunder. The Certificates will consist of nineteen classes
of
certificates, designated as (i) the Class A-1 Certificates, (ii) the Class
A-2
Certificates, (iii) the Class A-3 Certificates, (iv) the Class M-1 Certificates,
(v) the Class M-2 Certificates, (vi) the Class M-3 Certificates, (vii) the
Class
M-4 Certificates, (viii) the Class M-5 Certificates, (ix) the Class M-6
Certificates, (x) the Class M-7 Certificates, (xi) the Class M-8 Certificates,
(xii) the Class M-9 Certificates, (xiii) the Class B-1 Certificates, (xiv)
the
Class B-2 Certificates, (xv) the Class P Certificates, (xvi) the Class X-1
Certificates, (xvii) the Class X-2 Certificates, (xviii) the Class X-S
Certificates and (xix) the Class A-R Certificates.
REMIC
1
As
provided herein, the Trustee will make an election to treat the segregated
pool
of assets consisting of the Mortgage Loans and certain other related assets
subject to this Agreement (exclusive of the Pre-Funding Account, Basis Risk
Reserve Fund, Swap Account, the Capitalized Interest Account, the Supplemental
Interest Trust and the Subsequent Mortgage Loan Interest) as a real estate
mortgage investment conduit (a “REMIC”) for federal income tax purposes, and
such segregated pool of assets will be designated as “REMIC 1.” The Class R-1
Interest will represent the sole class of “residual interests” in REMIC 1 for
purposes of the REMIC Provisions (as defined herein) under federal income
tax
law. The following table irrevocably sets forth the designation, the
Uncertificated REMIC 1 Pass-Through Rate and the initial Uncertificated
Principal Balance for each of the “regular interests” in REMIC 1 (the “REMIC 1
Regular Interests”). None of the REMIC 1 Regular Interests will be certificated.
The latest possible maturity date (determined for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii)) of each of the REMIC 1 Regular
Interests will be the Latest Possible Maturity Date as defined herein.
Designation
|
Uncertificated
REMIC 1 Pass-Through Rate
|
Initial
Uncertificated Principal Balance
|
|
LTI-1
|
Variable(1)
|
$
|
471,360,959.55
|
LTI-PF
|
Variable(1)
|
$
|
53,889,040.00
|
LTI-S1
|
Variable(1)
|
(2)
|
|
LTI-S2
|
Variable(1)
|
(2)
|
|
LTI-AR
|
Variable(1)
|
$
|
100.00
|
LTI-P
|
Variable(1)
|
$
|
100.00
|
___________________
(1) |
Calculated
as provided in the definition of Uncertificated REMIC 1 Pass-Through
Rate.
|
(2) |
REMIC
1 Regular Interest LTI-S1 and REMIC 1 Regular Interest LTI-S2 will
not
have an Uncertificated Principal Balance but will accrue interest
on an
uncertificated notional amount calculated in accordance with the
definition of “Uncertificated Notional Amount”
herein.
|
REMIC
2
As
provided herein, an election will be made to treat the segregated pool
of assets
consisting of the REMIC 1 Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as REMIC
2. The
Class R-2 Interest will represent the sole class of “residual interests” in
REMIC 2 for purposes of the REMIC Provisions under federal income tax law
(the
“Class R-2 Interest”). The following table irrevocably sets forth the
designation, Uncertificated REMIC 2 Pass-Through Rate and initial Uncertificated
Principal Balance for each of the “regular interests” in REMIC 2 (the “REMIC 2
Regular Interests”). None of the REMIC 2 Regular Interests will be certificated.
The latest possible maturity date (determined for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii)) of each of the REMIC 2
Regular
Interests will be the Latest Possible Maturity Date as defined herein.
Designation
|
Uncertificated
REMIC 2
Pass-Through
Rate
|
Initial
Uncertificated Principal Balance
|
|
MTI-1-A
|
Variable(1)
|
$
|
79,375,000.00
|
MTI-1-B
|
Variable(1)
|
$
|
79,375,000.00
|
MTI-A-1
|
Variable(1)
|
$
|
314,780,000.00
|
MTI-A-2
|
Variable(1)
|
$
|
47,000,000.00
|
MTI-S
|
(2)
|
(3)
|
|
MTI-AR
|
Variable(1)
|
$
|
100.00
|
MTI-P
|
Variable(1)
|
$
|
100.00
|
MTI-X1
|
Variable(1)
|
$
|
4,719,999.55
|
___________________________
(1) |
Calculated
in accordance with the definition of “Uncertificated REMIC 2 Pass-Through
Rate” herein.
|
(2) |
REMIC
2 Regular Interest MTI-S will not have an Uncertificated REMIC
2
Pass-Through Rate, but will be entitled to 100% of the amounts
distributed
on REMIC 1 Regular Interest LTI-S1 and REMIC 1 Regular Interest
LTI-S2.
|
(3) |
REMIC
2 Regular Interest MTI-S will not have an Uncertificated Principal
Balance, but will have an Uncertificated Notional Amount equal
to the
Uncertificated Notional Amount of REMIC 1 Regular Interest LTI-S1
and
REMIC 1 Regular Interest LTI-S2.
|
REMIC
3
As
provided herein, an election will be made to treat the segregated pool
of assets
consisting of the REMIC 2 Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as REMIC
3. The
Class R-3 Interest will represent the sole class of “residual interests” in
REMIC 3 for purposes of the REMIC Provisions under federal income tax law
(the
“Class R-3 Interest”). The following table irrevocably sets forth the
designation, Uncertificated REMIC 3 Pass-Through Rate and initial Uncertificated
Principal Balance for each of the “regular interests” in REMIC 3 (the “REMIC 3
Regular Interests”). None of the REMIC 3 Regular Interests will be certificated.
The latest possible maturity date (determined for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii)) of each of the REMIC 3
Regular
Interests will be the Latest Possible Maturity Date as defined herein.
Designation
|
Uncertificated
REMIC 2 Pass-Through Rate
|
Initial
Uncertificated Principal Balance
|
|
MTII-AA
|
Variable(1)
|
$
|
514,744,999.56
|
MTII-A-1
|
Variable(1)
|
$
|
3,147,800.00
|
MTII-A-2
|
Variable(1)
|
$
|
470,000.00
|
MTII-A-3
|
Variable(1)
|
$
|
317,000.00
|
MTII-M-1
|
Variable(1)
|
$
|
236,200.00
|
MTII-M-2
|
Variable(1)
|
$
|
249,400.00
|
MTII-M-3
|
Variable(1)
|
$
|
91,900.00
|
MTII-M-4
|
Variable(1)
|
$
|
107,600.00
|
MTII-M-5
|
Variable(1)
|
$
|
105,000.00
|
MTII-M-6
|
Variable(1)
|
$
|
78,800.00
|
MTII-M-7
|
Variable(1)
|
$
|
105,000.00
|
MTII-M-8
|
Variable(1)
|
$
|
65,600.00
|
MTII-M-9
|
Variable(1)
|
$
|
102,400.00
|
MTII-B-1
|
Variable(1)
|
$
|
76,100.00
|
MTII-B-2
|
Variable(1)
|
$
|
52,500.00
|
MTII-ZZ
|
Variable(1)
|
$
|
5,299,699.99
|
MTII-P
|
Variable(1)
|
$
|
100.00
|
MTII-R
|
Variable(1)
|
$
|
100.00
|
MTII-S
|
(2)
|
(3)
|
|
MTII-IO
|
(1)
|
(4)
|
___________________
(1) |
Calculated
as provided in the definition of Uncertificated REMIC 3 Pass-Through
Rate
herein.
|
(2) |
REMIC
3 Regular Interest MTII-S will not have an Uncertificated REMIC
3
Pass-Through Rate, but will be entitled to 100% of the amounts
distributed
on REMIC 2 Regular Interest MTI-S.
|
(3) |
REMIC
3 Regular Interest MTII-S will not have an Uncertificated Principal
Balance, but will have an Uncertificated Notional Amount equal
to the
Uncertificated Notional Amount of REMIC 2 Regular Interest
MTI-S.
|
(4) |
REMIC
3 Regular Interest MTII-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 3 Regular Interest MTII-IO will be held as
an asset
of the Supplemental Interest Trust.
|
REMIC
4
As
provided herein, an election will be made to treat the segregated pool
of assets
consisting of the REMIC 3 Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as REMIC
4. The
Class R-4 Interest will represent the sole class of “residual interests” in
REMIC 4 for purposes of the REMIC Provisions under federal income tax law
(the
“Class R-4 Interest”). The following table irrevocably sets forth the
designation, Pass-Through Rate, aggregate Initial Certificate Principal
Balance
and minimum denominations for each Class of Certificates comprising the
interests representing “regular interests” in REMIC 4, and the Class A-R
Certificates and Class X-2 Certificates which are not “regular interests” in
REMIC 4. The latest possible maturity date (determined solely for purposes
of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) of each of
the
Regular Certificates will be the Latest Possible Maturity Date as defined
herein.
Class
Certificate Balance
|
Pass-Through
Rate
|
Minimum
Denomination
|
Integral
Multiples in Excess of Minimum
|
|||
Class
A-1
|
$
|
314,780,000.00
|
5.6713%(3)
|
$
|
25,000
|
$1
|
Class
A-2
|
$
|
47,000,000.00
|
5.7300%(3)
|
$
|
25,000
|
$1
|
Class
A-3
|
$
|
31,700,000.00
|
Adjustable(1)
|
$
|
25,000
|
$1
|
Class
P
|
$
|
100.00
|
Variable(2)
|
$
|
100
|
N/A
|
Class
A-R
|
$
|
100.00
|
Variable(2)
|
$
|
100
|
N/A
|
Class
M-1
|
$
|
23,620,000.00
|
Adjustable(1)
|
$
|
25,000
|
$1
|
Class
M-2
|
$
|
24,940,000.00
|
Adjustable(1)
|
$
|
25,000
|
$1
|
Class
M-3
|
$
|
9,190,000.00
|
Adjustable(1)
|
$
|
25,000
|
$1
|
Class
M-4
|
$
|
10,760,000.00
|
Adjustable(1)
|
$
|
25,000
|
$1
|
Class
M-5
|
$
|
10,500,000.00
|
Adjustable(1)
|
$
|
25,000
|
$1
|
Class
M-6
|
$
|
7,880,000.00
|
Adjustable(1)
|
$
|
25,000
|
$1
|
Class
M-7
|
$
|
10,500,000.00
|
Adjustable(1)
|
$
|
25,000
|
$1
|
Class
M-8
|
$
|
6,560,000.00
|
Adjustable(1)
|
$
|
25,000
|
$1
|
Class
M-9
|
$
|
10,240,000.00
|
Adjustable(1)
|
$
|
25,000
|
$1
|
Class
B-1
|
$
|
7,610,000.00
|
Adjustable(1)
|
$
|
25,000
|
$1
|
Class
B-2
|
$
|
5,250,000.00
|
Adjustable(1)
|
$
|
25,000
|
$1
|
Class
X-1
|
$
|
4,719,999.55
|
Variable(4)(5)
|
100%
|
N/A
|
|
Class
X-2
|
$
|
0.00
|
0.00%
|
N/A
|
N/A
|
|
Class
X-S
|
$
|
0.00(6)
|
(7)
|
100%
|
N/A
|
|
REMIC
4 Regular Interest IO (8)
|
(9)
|
(10)
|
N/A
|
N/A
|
______________
(1)
|
The
Class A-3, Class M-1, Class M-2, Class M-3, Class M-4, Class
M-6, Class
M-7, Class M-8, Class M-9, Class B-1 and Class B-2 Certificates
have an
adjustable rate and will receive interest pursuant to formulas
based on
LIBOR, subject to the Net Funds
Cap.
|
(2)
|
The
initial pass-through rates on the Class P Certificates and Class
A-R
Certificates will be approximately 10.4226% per annum which is
equal to
the weighted average of the Net Mortgage Rates on the Initial
Mortgage
Loans and will vary after the first Distribution
Date.
|
(3)
|
The
Class A-1 Certificates and Class A-2 Certificates have a fixed
rate
subject to the Net Funds Cap. The fixed rate will increase by
0.50% per
annum after the Optional Termination
Date.
|
(4)
|
The
Class X-1 Certificates will have an initial principal balance
of
$4,719,999.55 and will accrue interest on its notional amount.
For any
Distribution Date, the notional amount of the Class X-1 Certificates
will
be equal to the Aggregate Collateral Balance minus the aggregate
Class
Certificate Balance of the Class A-R Certificates and Class P
Certificates
immediately prior to such Distribution Date. The initial notional
amount
of the Class X-1 Certificates is
$525,249,999.55.
|
(5)
|
The
Class X-1 Certificates are variable rate and will accrue interest
on a
notional amount.
|
(6)
|
For
federal income tax purposes, the Class X-S Certificates will
not have a
Class Principal Balance, but will have a notional amount equal
to the
Uncertificated Notional Amount of REMIC 3 Regular Interest
MTII-S.
|
(7)
|
The
Class X-S Certificates are an interest only Class and for each
Distribution Date the Class X-S Certificates shall receive the
aggregate
Excess Servicing Fee. For federal income tax purposes, the Class
X-S
Certificates will not have a Pass-Through Rate, but will be entitled
to
100% of the amounts distributed on REMIC 3 Regular Interest
MTII-S.
|
(8)
|
REMIC
4 Regular Interest IO will be held as an asset of the Swap Account
established by the Trustee.
|
(9)
|
REMIC
4 Regular Interest IO will not have an Uncertificated Principal
Balance,
but will have a notional amount equal to the Uncertificated Notional
Amount of the REMIC 3 Regular Interest
MTII-IO.
|
(10)
|
REMIC
4 Regular Interest IO will not have a Pass-Through Rate, but
will receive
100% of amounts received in respect of the REMIC 3 Regular Interest
MTII-IO.
|
Set
forth
below are designations of Classes of Certificates to the categories used
herein:
Book-Entry
Certificates
|
All
Classes of Certificates other than the Physical
Certificates.
|
ERISA-Restricted
Certificates
|
Class
A-R, Class P and Class X Certificates.
|
LIBOR
Certificates
|
Class
A-3, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6,
Class M-7, Class M-8, Class M-9, Class B-1 and Class B-2
Certificates.
|
Notional
Amount Certificates
|
Class
X-1 Certificates and Class X-S Certificates.
|
Class
A Certificates
|
Class
A-1, Class A-2, Class A-3 and Class A-R Certificates.
|
Class
B Certificates
|
Class
B-1 Certificates and Class B-2 Certificates.
|
Class
M Certificates
|
Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7,
Class M-8 and Class M-9 Certificates.
|
Class
X Certificates
|
Class
X-1, Class X-2 and Class X-S Certificates.
|
Offered
Certificates
|
All
Classes of Certificates (other than the Class B-2, Class P and
Class X
Certificates).
|
Physical
Certificates
|
Class
A-R, Class P and Class X Certificates.
|
Private
Certificates
|
Class
B-2, Class P and Class X Certificates.
|
Rating
Agencies
|
S&P,
Fitch, Xxxxx’x and DBRS.
|
Regular
Certificates
|
All
Classes of Certificates other than the Class A-R Certificates
and Class
X-2 Certificates.
|
Residual
Certificates
|
Class
A-R Certificates.
|
Senior
Certificates
|
Class
A-1, Class A-2, Class A-3, Class P and Class A-R
Certificates.
|
Subordinate
Certificates
|
Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7,
Class M-8, Class M-9, Class B-1, Class B-2 and Class X-1
Certificates.
|
Minimum
Denominations
|
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 M-7, Class M-8, Class M-9, Class
B-1 and Class
B-2 Certificates: $25,000 and multiples of $1 in excess
thereof.
|
Class
A-R Certificates and Class P Certificates: $100. The Class X-1
Certificates will be issued as a single Certificate with a Certificate
Principal Balance of $4,719,999.55. The Class X-2 Certificates
will be
issued as a single Certificate and will not have a principal
balance. The
Class X-S Certificates will be issued as a single Certificate
with an
initial Notional Amount of $471,361,159.55.
|
|
ARTICLE
I
DEFINITIONS
SECTION 1.01 |
Definitions.
|
Whenever
used in this Agreement, the following words and phrases, unless the context
otherwise requires, shall have the following meanings:
Accepted
Servicing Practices: With respect to any Mortgage Loan, those mortgage
servicing
practices of prudent mortgage lending institutions which service mortgage
loans
of the same type as such Mortgage Loan in the jurisdiction where the related
Mortgaged Property is located.
Additional
Form 10-D Disclosure: As defined in Section 8.12(a)(i).
Additional
Form 10-K Disclosure: As defined in Section 8.12(a)(iii).
Advance:
The payment required to be made by a Servicer with respect to any Distribution
Date pursuant to Section 4.01.
Affected
Party: As defined in the Swap Agreement.
Aggregate
Collateral Balance: As of any date of determination will be equal to the
Aggregate Loan Balance plus the amount, if any, then on deposit in the
Pre-Funding Account.
Aggregate
Loan Balance: As of any Distribution Date will be equal to the aggregate
of the
Stated Principal Balances of the Mortgage Loans determined as of the last
day of
the related Collection Period.
Aggregate
Subsequent Transfer Amount: With respect to any Subsequent Transfer Date,
the
aggregate Stated Principal Balance as of the applicable Cut-off Date of
the
Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date, as
listed
on the revised Mortgage Loan Schedule delivered pursuant to Section 2.01(b);
provided,
however,
that
such amount shall not exceed the amount on deposit in the Pre-Funding
Account.
Agreement:
This Pooling and Servicing Agreement and all amendments or supplements
hereto.
Ancillary
Income: All income derived from the Mortgage Loans, other than Servicing
Fees
and Prepayment Charges, including but not limited to, late charges, fees
received with respect to checks or bank drafts returned by the related
bank for
non-sufficient funds, assumption fees, optional insurance administrative
fees
and all other incidental fees and charges.
Annual
Statement of Compliance: As defined in Section 3.16.
Applied
Loss Amount: As to any Distribution Date, an amount equal to the excess,
if any
of (i) the aggregate Class Principal Balance of the Certificates after
giving
effect to all Realized Losses incurred with respect to the Mortgage Loans
during
the Due Period for such Distribution Date and payments of principal on
such
Distribution Date and any amounts on deposit in the Swap Account over (ii)
the
Aggregate Collateral Balance for such Distribution Date.
Appraised
Value: The amount set forth in an appraisal of the related Mortgage Loan
as the
value of the Mortgaged Property.
Assessment
of Compliance: As defined in Section 3.17.
Assignment
Agreement: An assignment agreement between DLJ Mortgage Capital, Inc. as
Seller
and the Depositor, whereby the Mortgage Loans are transferred and limited
representations and warranties relating to the Mortgage Loans are
made.
Assignment
of Mortgage: An assignment of the Mortgage, notice of transfer or equivalent
instrument in recordable form (except for the omission of the name of the
assignee if such Mortgage is endorsed in blank), sufficient under the laws
of
the jurisdiction wherein the related Mortgaged Property is located to reflect
the transfer of the Mortgage to the Trustee for the benefit of the
Certificateholders.
Attestation
Report: As defined in Section 3.17.
Available
Funds: With respect to any Distribution Date (A) the sum of (i) all Scheduled
Payments (net of the related Expense Fees (other than the Excess Servicing
Fee))
due on the Due Date in the month in which such Distribution Date occurs
and
received prior to the related Determination Date, together with any Advances
in
respect thereof required pursuant to Section 4.01; (ii) all Insurance Proceeds,
Liquidation Proceeds and Net Recoveries received during the month preceding
the
month of such Distribution Date; (iii) all Curtailments and Payoffs received
during the Prepayment Period applicable to such Distribution Date (excluding
Prepayment Charges); (iv) amounts received with respect to such Distribution
Date as the Substitution Adjustment Amount or Repurchase Price; (v) Compensating
Interest Payments for such Distribution Date; (vi) with respect to the
Distribution Date in November 2006, the amount remaining in the Pre-Funding
Account at the end of the Pre-Funding Period; (vii) any amounts withdrawn
from
the Capitalized Interest Account to pay interest on the Certificates with
respect to such Distribution Date and (viii) amounts withdrawn from the
Swap
Account and added to the Principal Remittance Amount for such Distribution
Date
minus (B) the sum of (i) amounts payable by the Supplemental Interest Trust
to
the Counterparty in respect of Net Swap Payments and Swap Termination Payments
(other than Swap Termination Payments resulting from a Counterparty Trigger
Event and to the extent not paid by the Supplemental Interest Trust Trustee
from
any upfront payment received pursuant to any related replacement swap agreement
that may be entered into by the Supplemental Interest Trust Trustee) for
such
Distribution Date (or, if such Distribution Date is not also a Swap Payment
Date, for the related Swap Payment Date) and (ii) as to clauses (A)(i)
through
(iv) above, reduced by amounts in reimbursement for Advances previously
made and
other amounts as to which the Servicers are entitled to be reimbursed pursuant
to Section 3.08.
Bankruptcy
Code: The United States Bankruptcy Reform Act of 1978, as amended.
Basis
Risk Reserve Fund: The separate Eligible Account created and initially
maintained by the Trustee pursuant to Section 3.23 in the name of the Trustee
for the benefit of the Certificateholders. Funds in the Basis Risk Reserve
Fund
shall be held in trust for the holders of the Class A, Class M and Class
B
Certificates for the uses and purposes set forth herein. The Basis Risk
Reserve
Fund will be an “outside reserve fund” within the meaning of Treasury regulation
Section 1.860G-2(h) established and maintained pursuant to Section 3.23.
The
Basis Risk Reserve Fund is not an asset of any REMIC. Ownership of the
Basis
Risk Reserve Fund is evidenced by the Class X-1 Certificates.
Basis
Risk Shortfall: For each Class of LIBOR Certificates and the Class A-1
Certificates and Class A-2 Certificates and any Distribution Date, the
sum
of:
(1) the
excess, if any, of (A) the related Current Interest for such
Class calculated on the basis of (i) LIBOR plus the applicable Certificate
Margin with respect to each such Class of LIBOR Certificates or (ii) the
related fixed Pass-Through Rate with respect to the Class A-1 Certificates
and
Class A-2 Certificates, over (B) Current Interest for such Class calculated
on the basis of the Net Funds Cap, for the applicable Payment Date;
(2) any
amounts relating to clause (1) remaining unpaid from prior Distribution
Dates,
and
(3) interest
on the amount in clause (2) calculated on the basis of (i) LIBOR plus the
applicable Certificate Margin with respect to each such Class of LIBOR
Certificates or (ii) the related fixed Pass-Through Rate with respect to
the
Class A-1 Certificates and Class A-2 Certificates.
Book-Entry
Certificates: As specified in the Preliminary Statement.
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, or the city in
which the
Corporate Trust Office of the Trustee, or the states in which any Servicer’s
servicing operations are located, or savings and loan institutions in the
States
of Illinois, Minnesota, Utah or Florida is located are authorized or obligated
by law or executive order to be closed.
Capitalized
Interest Account: The separate Eligible Account designated as such and
created
and maintained by the Trustee pursuant to Section 3.05(g) hereof. The
Capitalized Interest Account shall be treated as an “outside reserve fund” under
applicable Treasury regulations and shall not be part of any REMIC. Except
as
provided in Section 3.05(g) hereof, any investment earnings on the Capitalized
Interest Account shall be treated as owned by the Depositor and will be
taxable
to the Depositor.
Capitalized
Interest Deposit: $564,551.52.
Capitalized
Interest Requirement: With respect to the September 2006 Distribution Date,
an
amount equal to interest accruing during the related Interest Accrual Period
for
the LIBOR Certificates at a per annum rate equal to (x) the weighted average
Pass-Through Rate of the Offered Certificates and the Class B-2 Certificates
multiplied by (y) the Pre-Funded Amount outstanding at the end of the related
Due Period. With respect to the October 2006 Distribution Date, an amount
equal
to interest accruing during the related Interest Accrual Period for the
LIBOR
Certificates at a per annum rate equal to (x) the weighted average Pass-Through
Rate of the Offered Certificates and the Class B-2 Certificates for such
Distribution Date multiplied by (y) the sum of (c) the Pre-Funded Amount
at the
end of the related Due Period and (d) the aggregate Stated Principal Balance
of
the Subsequent Mortgage Loans that do not have a first Due Date prior to
October
1, 2006, transferred to the Trust during the related Due Period. With respect
to
the November 2006 Distribution Date, an amount equal to interest accruing
during
the related Interest Accrual Period for the LIBOR Certificates at a per
annum
rate equal to (x) the weighted average Pass-Through Rate of the Offered
Certificates and the Class B-2 Certificates for such Distribution Date
multiplied by (y) the sum of (c) the Pre-Funded Amount at the end of the
related
Due Period and (d) the aggregate Stated Principal Balance of the related
Subsequent Mortgage Loans that do not have a first Due Date prior to November
1,
2006, transferred to the Trust during the related Due Period.
Capitalization
Reimbursement Amount: For any Distribution Date, the aggregate of the amounts
added to the Stated Principal Balances of the Mortgage Loans during the
preceding calendar month representing reimbursements to a Servicer on or
prior
to such Distribution Date in connection with the modification of such Mortgage
Loans pursuant to Section 3.05(a).
Carryforward
Interest: For any Class of Certificates and any Distribution Date, the
sum of
(1) the amount, if any, by which (x) the sum of (A) Current Interest for
such
Class for the immediately preceding Distribution Date and (B) any unpaid
Carryforward Interest from previous Distribution Dates exceeds (y) the
amount
paid in respect of interest on such Class on such immediately preceding
Distribution Date, and (2) interest on such amount for the related Interest
Accrual Period at the applicable Pass-Through Rate.
Certificate:
Any one of the Certificates executed by the Trustee in substantially the
forms
attached hereto as exhibits.
Certificates:
As specified in the Preliminary Statement.
Certificate
Account: The separate Eligible Account created and maintained with the
Trustee,
or any other bank or trust company acceptable to the Rating Agencies which
is
incorporated under the laws of the United States or any state thereof pursuant
to Section 3.05, which account shall bear a designation clearly indicating
that
the funds deposited therein are held in trust for the benefit of the Trustee
on
behalf of the Certificateholders or any other account serving a similar
function
acceptable to the Rating Agencies. Funds in the Certificate Account may
(i) be
held uninvested without liability for interest or compensation thereon
or (ii)
be invested at the direction of the Trustee in Eligible Investments and
reinvestment earnings thereon (net of investment losses) shall be paid
to the
Trustee. Funds deposited in the Certificate Account (exclusive of the Trustee
Fee and other amounts permitted to be withdrawn pursuant to Section 3.08)
shall
be held in trust for the Certificateholders.
Certificate
Balance: With respect to any Certificate at any date, the maximum dollar
amount
of principal to which the Holder thereof is then entitled hereunder, such
amount
being equal to the Denomination thereof minus the sum of (i) all distributions
of principal previously made with respect thereto and (ii) all Realized
Losses
allocated thereto and, in the case of any Subordinate Certificates, all
other
reductions in Certificate Balance previously allocated thereto pursuant
to
Section 4.05.
Certificate
Margin: As to each Class of LIBOR Certificates, the applicable amount set
forth
below:
Class
|
Certificate
Margin
|
|
(1)
|
(2)
|
|
Class
A-3
|
0.250%
|
0.500%
|
Class
M-1
|
0.320%
|
0.480%
|
Class
M-2
|
0.340%
|
0.510%
|
Class
M-3
|
0.380%
|
0.570%
|
Class
M-4
|
0.450%
|
0.675%
|
Class
M-5
|
0.530%
|
0.795%
|
Class
M-6
|
0.610%
|
0.915%
|
Class
M-7
|
1.100%
|
1.600%
|
Class
M-8
|
1.350%
|
1.850%
|
Class
M-9
|
2.300%
|
2.800%
|
Class
B-1
|
4.000%
|
4.500%
|
Class
B-2
|
4.000%
|
4.500%
|
_________________
(1)
|
On
or prior to the Optional Termination
Date.
|
(2)
|
After
the Optional Termination Date.
|
Certificate
Owner: With respect to a Book-Entry Certificate, the Person who is the
beneficial owner of such Book-Entry Certificate.
Certificate
Register: The register maintained pursuant to Section 5.02.
Certificateholder
or Holder: The person in whose name a Certificate is registered in the
Certificate Register, except that, solely for the purpose of giving any
consent
pursuant to this Agreement, any Certificate registered in the name of the
Depositor or any affiliate of the Depositor shall be deemed not to be
Outstanding and the Percentage Interest evidenced thereby shall not be
taken
into account in determining whether the requisite amount of Percentage
Interests
necessary to effect such consent has been obtained; provided, however,
that if
any such Person (including the Depositor) owns 100% of the Percentage Interests
evidenced by a Class of Certificates, such Certificates shall be deemed
to be
Outstanding for purposes of any provision hereof that requires the consent
of
the Holders of Certificates of a particular Class as a condition to the
taking
of any action hereunder. The Trustee is entitled to rely conclusively on
a
certification of the Depositor or any affiliate of the Depositor in determining
which Certificates are registered in the name of an affiliate of the
Depositor.
Charged
Off Loan: With respect to any Distribution Date, a defaulted Mortgage Loan
that
has not yet been liquidated, giving rise to a Realized Loss, on the date
on
which the related Servicer determines, pursuant to the procedures set forth
in
Section 3.11, that there will be (i) no Significant Net Recoveries with
respect
to such Mortgage Loan or (ii) the potential Net Recoveries are anticipated
to be
an amount, determined by the related Servicer in its good faith judgment
and in
light of other mitigating circumstances, that is insufficient to warrant
proceeding through foreclosure or other liquidation of the related Mortgaged
Property.
Class:
All Certificates bearing the same class designation as set forth in the
Preliminary Statement.
Class
A-R
Certificates: The Class A-R Certificates represents beneficial ownership
of the
Class R-1 Interest, Class R-2 Interest, Class R-3 Interest and Class R-4
Interest.
Class
A-1
Pass-Through Rate: With respect to the initial Interest Accrual Period
(a) on or
prior to the Optional Termination Date, the lesser of (i) 5.6713% per annum
and
(ii) the Net Funds Cap, and (b) after the Optional Termination Date, the
lesser
of (i) 6.1713% per annum and (ii) the Net Funds Cap.
Class
A-2
Pass-Through Rate: With respect to the initial Interest Accrual Period
(a) on or
prior to the Optional Termination Date, the lesser of (i) 5.7300% per annum
and
(ii) the Net Funds Cap, and (b) after the Optional Termination Date, the
lesser
of (i) 6.2300% per annum and (ii) the Net Funds Cap.
Class
A-3
Pass-Through Rate: With respect to the initial Interest Accrual Period,
based on
a LIBOR determination date of August 25, 2006, 5.580% per annum. With respect
to
any Interest Accrual Period thereafter, will be a per annum rate equal
to the
lesser of (i) the sum of LIBOR plus the related Certificate Margin and
(ii) the
Net Funds Cap.
Class
A-R
Pass-Through Rate: With respect to the Distribution Date in September 2006,
October 2006 or November 2006, a per annum rate equal to the Initial Mortgage
Loan Net WAC Rate, and with respect to any Distribution Date thereafter,
a per
annum rate equal to the Net Funds Cap. For federal income tax purposes,
however,
with respect to any Distribution Date, the Class A-R Certificates will
be
entitled to 100% of the interest accrued on REMIC 3 Regular Interest
MTII-R.
Class
B-1
Pass-Through Rate: With respect to the initial Interest Accrual Period,
based on
a LIBOR determination date of August 25, 2006, 9.330% per annum. With respect
to
any Interest Accrual Period thereafter, will be a per annum rate equal
to the
lesser of (i) the sum of LIBOR plus the related Certificate Margin and
(ii) the
Net Funds Cap.
Class
B-1
Principal Payment Amount: For any Distribution Date on or after the Stepdown
Date and as long as a Trigger Event is not in effect with respect to such
Distribution Date, will be the amount, if any, by which (x) the sum of
(i) the
aggregate Class Principal Balance of the Class A-1, Class A-2, Class A-3,
Class
P, Class A-R, Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7, Class M-8 and Class M-9 Certificates, in each case, after
giving
effect to payments on such Distribution Date and (ii) the Class Principal
Balance of the Class B-1 Certificates immediately prior to such Distribution
Date exceeds (y) the lesser of (A) the product of (i) 87.20% and (ii) the
Aggregate Collateral Balance for such Distribution Date and (B) the amount,
if
any, by which (i) the Aggregate Collateral Balance for such Distribution
Date
exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off
Date.
Class
B-2
Pass-Through Rate: With respect to the initial Interest Accrual Period,
based on
a LIBOR determination date of August 25, 2006, 9.330% per annum. With respect
to
any Interest Accrual Period thereafter, will be a per annum rate equal
to the
lesser of (i) the sum of LIBOR plus the related Certificate Margin and
(ii) the
Net Funds Cap.
Class
B-2
Principal Payment Amount: For any Distribution Date on or after the Stepdown
Date and as long as a Trigger Event is not in effect with respect to such
Distribution Date, will be the amount, if any, by which (x) the sum of
(i) the
aggregate Class Principal Balance of the Class A-1, Class A-2, Class A-3,
Class
P, Class A-R, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6,
Class M-7, Class M-8, Class M-9 and Class B-1 Certificates, in each case,
after
giving effect to payments on such Distribution Date and (ii) the Class
Principal
Balance of the Class B-2 Certificates immediately prior to such Distribution
Date exceeds (y) the lesser of (A) the product of (i) 89.20% and (ii) the
Aggregate Collateral Balance for such Distribution Date and (B) the amount,
if
any, by which (i) the Aggregate Collateral Balance for such Distribution
Date
exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off
Date.
Class
M-1
Pass-Through Rate: With respect to the initial Interest Accrual Period,
based on
a LIBOR determination date of August 25, 2006, 5.650% per annum. With respect
to
any Interest Accrual Period thereafter, will be a per annum rate equal
to the
lesser of (i) the sum of LIBOR plus the related Certificate Margin and
(ii) the
Net Funds Cap.
Class
M-1
Principal Payment Amount: For any Distribution Date on or after the Stepdown
Date and as long as a Trigger Event is not in effect with respect to such
Distribution Date, will be the amount, if any, by which (x) the sum of
(i) the
aggregate Class Principal Balance of the Class A-1, Class A-2, Class A-3,
Class
P and Class A-R Certificates, in each case, after giving effect to payments
on
such Distribution Date and (ii) the Class Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date exceeds (y) the
lesser
of (A) the product of (i) 49.82% and (ii) the Aggregate Collateral Balance
for
such Distribution Date and (B) the amount, if any, by which (i) the Aggregate
Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the
Aggregate Collateral Balance as of the Cut-off Date.
Class
M-2
Pass-Through Rate: With respect to the initial Interest Accrual Period,
based on
a LIBOR determination date of August 25, 2006, 5.670% per annum. With respect
to
any Interest Accrual Period thereafter, will be a per annum rate equal
to the
lesser of (i) the sum of LIBOR plus the related Certificate Margin and
(ii) the
Net Funds Cap.
Class
M-2
Principal Payment Amount: For any Distribution Date on or after the Stepdown
Date and as long as a Trigger Event is not in effect with respect to such
Distribution Date, will be the amount, if any, by which (x) the sum of
(i) the
aggregate Class A-1, Class A-2, Class A-3, Class P, Class A-R and Class
M-1Certificates, in each case, after giving effect to payments on such
Distribution Date and (ii) the Class Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date exceeds (y) the
lesser
of (A) the product of (i) 59.31% and (ii) the Aggregate Collateral Balance
for
such Distribution Date and (B) the amount, if any, by which (i) the Aggregate
Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the
Aggregate Collateral Balance as of the Cut-off Date.
Class
M-3
Pass-Through Rate: With
respect to the initial Interest Accrual Period, based on a LIBOR determination
date of August 25, 2006, 5.710% per annum. With respect to any Interest
Accrual
Period thereafter, will be a per annum rate equal to the lesser of (i)
the sum
of LIBOR plus the related Certificate Margin and (ii) the Net Funds
Cap.
Class
M-3
Principal Payment Amount: For any Distribution Date on or after the Stepdown
Date and as long as a Trigger Event is not in effect with respect to such
Distribution Date, will be the amount, if any, by which (x) the sum of
(i) the
aggregate Class Principal Balance of the Class A-1, Class A-2, Class A-3,
Class
P, Class A-R, Class M-1 and Class M-2 Certificates, in each case, after
giving
effect to payments on such Distribution Date and (ii) the Class Principal
Balance of the Class M-3 Certificates immediately prior to such Distribution
Date exceeds (y) the lesser of (A) the product of (i) 62.81% and (ii) the
Aggregate Collateral Balance for such Distribution Date and (B) the amount,
if
any, by which (i) the Aggregate Collateral Balance for such Distribution
Date
exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off
Date.
Class
M-4
Pass-Through Rate: With respect to the initial Interest Accrual Period,
based on
a LIBOR determination date of August 25, 2006, 5.780% per annum. With respect
to
any Interest Accrual Period thereafter, will be a per annum rate equal
to the
lesser of (i) the sum of LIBOR plus the related Certificate Margin and
(ii) the
Net Funds Cap.
Class
M-4
Principal Payment Amount: For any Distribution Date on or after the Stepdown
Date and as long as a Trigger Event is not in effect with respect to such
Distribution Date, will be the amount, if any, by which (x) the sum of
(i) the
aggregate Class Principal Balance of the Class A-1, Class A-2, Class A-3,
Class
P, Class A-R, Class M-1, Class M-2 and Class M-3 Certificates, in each
case,
after giving effect to payments on such Distribution Date and (ii) the
Class
Principal Balance of the Class M-4 Certificates immediately prior to such
Distribution Date exceeds (y) the lesser of (A) the product of (i) 66.91%
and
(ii) the Aggregate Collateral Balance for such Distribution Date and (B)
the
amount, if any, by which (i) the Aggregate Collateral Balance for such
Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance
as of
the Cut-off Date.
Class
M-5
Pass-Through Rate: With
respect to the initial Interest Accrual Period, based on a LIBOR determination
date of August 25, 2006, 5.860% per annum. With respect to any Interest
Accrual
Period thereafter, will be a per annum rate equal to the lesser of (i)
the sum
of LIBOR plus the related Certificate Margin and (ii) the Net Funds
Cap.
Class
M-5
Principal Payment Amount: For any Distribution Date on or after the Stepdown
Date and as long as a Trigger Event is not in effect with respect to such
Distribution Date, will be the amount, if any, by which (x) the sum of
(i) the
aggregate Class Principal Balance of the Class A-1, Class A-2, Class A-3,
Class
P, Class A-R, Class M-1, Class M-2, Class M-3 and Class M-4 Certificates,
in
each case, after giving effect to payments on such Distribution Date and
(ii)
the Class Principal Balance of the Class M-5 Certificates immediately prior
to
such Distribution Date exceeds (y) the lesser of (A) the product of (i)
70.91%
and (ii) the Aggregate Collateral Balance for such Distribution Date and
(B) the
amount, if any, by which (i) the Aggregate Collateral Balance for such
Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance
as of
the Cut-off Date.
Class
M-6
Pass-Through Rate: With respect to the initial Interest Accrual Period,
based on
a LIBOR determination date of August 25, 2006, 5.940% per annum. With respect
to
any Interest Accrual Period thereafter, will be a per annum rate equal
to the
lesser of (i) the sum of LIBOR plus the related Certificate Margin and
(ii) the
Net Funds Cap.
Class
M-6
Principal Payment Amount: For any Distribution Date on or after the Stepdown
Date and as long as a Trigger Event is not in effect with respect to such
Distribution Date, will be the amount, if any, by which (x) the sum of
(i) the
aggregate Class Principal Balance of the Class A-1, Class A-2, Class A-3,
Class
P, Class A-R, Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5
Certificates, in each case, after giving effect to payments on such Distribution
Date and (ii) the Class Principal Balance of the Class M-6 Certificates
immediately prior to such Distribution Date exceeds (y) the lesser of (A)
the
product of (i) 73.91% and (ii) the Aggregate Collateral Balance for such
Distribution Date and (B) the amount, if any, by which (i) the Aggregate
Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the
Aggregate Collateral Balance as of the Cut-off Date.
Class
M-7
Pass-Through Rate: With respect to the initial Interest Accrual Period,
based on
a LIBOR determination date of August 25, 2006, 6.430% per annum. With respect
to
any Interest Accrual Period thereafter, will be a per annum rate equal
to the
lesser of (i) the sum of LIBOR plus the related Certificate Margin and
(ii) the
Net Funds Cap.
Class
M-7
Principal Payment Amount: For any Distribution Date on or after the Stepdown
Date and as long as a Trigger Event is not in effect with respect to such
Distribution Date, will be the amount, if any, by which (x) the sum of
(i) the
aggregate Class Principal Balance of the Class A-1, Class A-2, Class A-3,
Class
P, Class A-R, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and
Class
M-6 Certificates, in each case, after giving effect to payments on such
Distribution Date and (ii) the Class Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date exceeds (y) the
lesser
of (A) the product of (i) 77.91% and (ii) the Aggregate Collateral Balance
for
such Distribution Date and (B) the amount, if any, by which (i) the Aggregate
Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the
Aggregate Collateral Balance as of the Cut-off Date.
Class
M-8
Pass-Through Rate: With respect to the initial Interest Accrual Period,
based on
a LIBOR determination date of August 25, 2006, 6.680% per annum. With respect
to
any Interest Accrual Period thereafter, will be a per annum rate equal
to the
lesser of (i) the sum of LIBOR plus the related Certificate Margin and
(ii) the
Net Funds Cap.
Class
M-8
Principal Payment Amount: For any Distribution Date on or after the Stepdown
Date and as long as a Trigger Event is not in effect with respect to such
Distribution Date, will be the amount, if any, by which (x) the sum of
(i) the
aggregate Class Principal Balance of the Class A-1, Class A-2, Class A-3,
Class
P, Class A-R, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6
and Class M-7 Certificates, in each case, after giving effect to payments
on
such Distribution Date and (ii) the Class Principal Balance of the Class
M-8
Certificates immediately prior to such Distribution Date exceeds (y) the
lesser
of (A) the product of (i) 80.40% and (ii) the Aggregate Collateral Balance
for
such Distribution Date and (B) the amount, if any, by which (i) the Aggregate
Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the
Aggregate Collateral Balance as of the Cut-off Date.
Class
M-9
Pass-Through Rate: With respect to the initial Interest Accrual Period,
based on
a LIBOR determination date of August 25, 2006, 7.630% per annum. With respect
to
any Interest Accrual Period thereafter, will be a per annum rate equal
to the
lesser of (i) the sum of LIBOR plus the related Certificate Margin and
(ii) the
Net Funds Cap.
Class
M-9
Principal Payment Amount: For any Distribution Date on or after the Stepdown
Date and as long as a Trigger Event is not in effect with respect to such
Distribution Date, will be the amount, if any, by which (x) the sum of
(i) the
aggregate Class Principal Balance of the Class A-1, Class A-2, Class A-3,
Class
P, Class A-R, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6,
Class M-7 and Class M-8 Certificates, in each case, after giving effect
to
payments on such Distribution Date and (ii) the Class Principal Balance
of the
Class M-9 Certificates immediately prior to such Distribution Date exceeds
(y)
the lesser of (A) the product of (i) 84.30% and (ii) the Aggregate Collateral
Balance for such Distribution Date and (B) the amount, if any, by which
(i) the
Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50%
of
the Aggregate Collateral Balance as of the Cut-off Date.
Class
X-1
Distributable Amount: With respect to any Distribution Date, the amount
of
interest accrued during the related Interest Accrual Period at the related
Pass-Through Rate on the Class X-1 Notional Amount for such Distribution
Date.
Class
X-1
Notional Amount: Immediately prior to any Distribution Date, with respect
to the
Class X-1 Certificates, an amount equal to the aggregate of the Uncertificated
Principal Balances of the REMIC 3 Regular Interests (other than REMIC 3
Regular
Interests MTII-P and MTII-R).
Class
X-S
Notional Amount: Immediately prior to any Distribution Date, with respect
to the
Class X-S Certificates, an amount equal to the Stated Principal Balance
of the
SPS Serviced Loans and the Ocwen Serviced Loans as of the Due Date in the
month
of such Distribution Date (prior to giving effect to any Scheduled Payments
due
on such Mortgage Loans on such Due Date). For federal income tax purposes,
however, the Class X-S Notional Amount will equal the Uncertificated Notional
Amount of REMIC 3 Regular Interest MTII-S.
Class
P
Pass-Through Rate: With respect to the Class P Certificates and the Distribution
Dates for September 2006, October 2006 and November 2006 a per annum rate
equal
to the Initial Mortgage Loan Net WAC Rate, and with respect to any Distribution
Date thereafter, a per annum rate equal to the Net Funds Cap. For federal
income
tax purposes, however, with respect to any Distribution Date, the Class
P
Certificates will be entitled to 100% of the interest accrued on REMIC
3 Regular
Interest MTII-P.
Class
Principal Balance: With respect to any Class and as to any date of
determination, the aggregate of the Certificate Balances of all Certificates
of
such Class as of such date plus, in the case of any Subordinate Certificates,
any increase in the Class Principal Balance of such Class pursuant to Section
4.02(vii) due to the receipt of Net Recoveries.
Class
R-1
Interest: The sole class of residual interests in REMIC 1.
Class
R-2
Interest: The sole class of residual interests in REMIC 2.
Class
R-3
Interest: The sole class of residual interests in REMIC 3.
Class
R-4
Interest: The sole class of residual interests in REMIC 4
Closing
Date: August 30, 2006.
Code:
The
Internal Revenue Code of 1986, as the same may be amended from time to
time (or
any successor statute thereto).
Collection
Accounts: The accounts established and maintained by a Servicer in accordance
with Section 3.05.
Collection
Period: With respect to any Distribution Date, the period from the second
day of
the month immediately preceding such Distribution Date to and including
the
first day of the month of such Distribution Date.
Commission:
The United States Securities and Exchange Commission.
Combined
Loan-to-Value Ratio: With respect to any Mortgage Loan and as of any date
of
determination, the fraction (expressed as a percentage) the numerator of
which
is the sum of (i) original principal balance of the related Mortgage Loan
at
such date of determination and (ii) the unpaid principal balance of the
related
First Mortgage Loan as of either the date of origination of that Mortgage
Loan
or the date of origination of the related First Mortgage Loan and the
denominator of which is the most recent Appraised Value of the related
Mortgaged
Property.
Compensating
Interest Payment: For any Distribution Date, an amount to be paid by the
applicable Servicer for such Distribution Date, equal to the lesser of
(i) the
sum of (x) an amount equal to 0.25% per annum on the aggregate Stated Principal
Balance of the related Mortgage Loans otherwise payable to the related
Servicer
on such Distribution Date (prior to giving effect to any Scheduled Payments
due
on the Mortgage Loans on such Due Date) and (y) any Prepayment Interest
Excess
payable to such Servicer for such Distribution Date and (ii) the aggregate
Prepayment Interest Shortfall for the Mortgage Loans being serviced by
the
related Servicer relating to voluntary Principal Prepayments received during
the
related Prepayment Period.
Confirmation:
With respect to the Swap Agreement, the separate Confirmation, dated August
30,
2006, and evidencing a transaction between the Counterparty and the Supplemental
Interest Trust Trustee.
Corporate
Trust Office: The designated office of the Trustee at which at any particular
time its corporate trust business with respect to this Agreement shall
be
administered, which office at the date of the execution of this Agreement
is
located at 00 Xxxxxxxxxx Xxxxxx, Xx. Xxxx, Xxxxxxxxx 00000, Attention:
Corporate
Trust - Structured Finance: Home Equity Mortgage Trust-2006-4.
Corresponding
Certificate: With respect to:
(i)
|
REMIC
3 Regular Interest MTII-P, the Class P Certificates;
|
(ii)
|
REMIC
3 Regular Interest MTII-AR, the Class A-R Certificates;
|
(iii)
|
REMIC
3 Regular Interest MTII-A-1, the Class A-1
Certificates;
|
(iv)
|
REMIC
3 Regular Interest MTII-A-2, the Class A-2
Certificates;
|
(v)
|
REMIC
3 Regular Interest MTII-A-3, the Class A-3
Certificates;
|
(vi)
|
REMIC
3 Regular Interest MTII-M-1, the Class M-1
Certificates;
|
(vii)
|
REMIC
3 Regular Interest MTII-M-2, the Class M-2
Certificates;
|
(viii)
|
REMIC
3 Regular Interest MTII-M-3, the Class M-3
Certificates;
|
(ix)
|
REMIC
3 Regular Interest MTII-M-4, the Class M-4
Certificates;
|
(x)
|
REMIC
3 Regular Interest MTII-M-5, the Class M-5
Certificates;
|
(xi)
|
REMIC
3 Regular Interest MTII-M-6, the Class M-6
Certificates;
|
(xii)
|
REMIC
3 Regular Interest MTII-M-7, the Class M-7
Certificates;
|
(xiii)
|
REMIC
3 Regular Interest MTII-M-8, the Class M-8
Certificates;
|
(xiv)
|
REMIC
3 Regular Interest MTII-M-9, the Class M-9
Certificates;
|
(xv)
|
REMIC
3 Regular Interest MTII-B-1, the Class B-1
Certificates;
|
(xvi)
|
REMIC
3 Regular Interest MTII-B-2, the Class B-2
Certificates;
|
(xvii)
|
REMIC
3 Regular Interest MTII-S, the Class X-S Certificates;
|
(xviii)
|
REMIC
2 Regular Interest MTI-A-1, REMIC
3 Regular Interest MTII-A-1;
|
(xix)
|
REMIC
2 Regular Interest MTI-A-2, REMIC 3 Regular Interest
MTII-A-2;
|
(xx)
|
REMIC
2 Regular Interest MTI-X1, the Class X-1 Certificate;
|
(xxi)
|
REMIC
2 Regular Interest MTI-AR, REMIC 3 Regular Interest MTII-AR;
|
(xxii)
|
REMIC
2 Regular Interest MTI-P, REMIC 3 Regular Interest
MTII-P;
|
(xxiii)
|
REMIC
1 Regular Interest LTI-AR, REMIC 2 Regular Interest MTI-AR;
and
|
(xxiv)
|
REMIC
1 Regular Interest LTI-P, REMIC 2 Regular Interest
MTI-P.
|
Counterparty:
Initially, Credit Suisse International. Under the Swap Agreement the
Counterparty will be either (a) entitled to receive payments from the
Supplemental Interest Trust Trustee from amounts payable by the Trust Fund
under
this Agreement or (b) required to make payments to the Supplemental Interest
Trust Trustee, in either case pursuant to the terms of the Swap
Agreement.
Counterparty
Trigger Event: With respect to any Distribution Date, (i) an Event of Default
under the Swap Agreement with respect to which the Counterparty is a Defaulting
Party, (ii) a Termination Event under the Swap Agreement with respect to
which
the Counterparty is the sole Affected Party, or (iii) an Additional Termination
Event under the Swap Agreement with respect to which the Counterparty is
the
sole Affected Party.
Credit
Risk Manager: Xxxxxxx Fixed Income Services Inc. (formerly known as The
Murrayhill Company), a Colorado corporation.
Credit
Risk Management Agreement: Either of the agreements between SPS or Ocwen
and the
Credit Risk Manager dated as of August 30, 2006.
Credit
Risk Manager Fee: As to each Mortgage Loan and any Distribution Date, an
amount
equal to one month’s interest at the Credit Risk Manager Fee Rate on the Stated
Principal Balance of such Mortgage Loan as of the Due Date in the month
of such
Distribution Date (prior to giving effect to any Scheduled Payments due
on such
Mortgage Loan on such Due Date).
Credit
Risk Manager Fee Rate: 0.0175% per annum.
Credit
Suisse: Credit Suisse Securities (USA) LLC, a Delaware limited liability
company, and its successors and assigns.
Cumulative
Loss Event: For any Distribution Date, a Cumulative Loss Event is occurring
if
Cumulative Net Realized Losses on the Mortgage Loans, equal or exceed the
percentage of the Aggregate Collateral Balance as of the Cut-off Date for
that
Distribution Date as specified below:
Distribution
Date
|
Percentage
of Aggregate Collateral Balance
|
September
2006 - August 2009
|
N.A.
|
September
2009 - August 2010
|
4.60%
for the first month, plus an additional 1/12th of 2.55% for each
month
thereafter
|
September
2010 - August 2011
|
7.15%
for the first month, plus an additional 1/12th of 1.60% for each
month
thereafter
|
September
2011 - August 2012
|
8.75%
for the first month, plus an additional 1/12th of 0.50% for each
month
thereafter
|
September
2012 and thereafter
|
9.25%
|
Cumulative
Net Realized Losses: As to any date of determination the aggregate amount
of
Realized Losses as reduced by any Net Recoveries received on Charged Off
Loans.
Current
Interest: For any Class of Certificates and Distribution Date, the amount
of
interest accruing at the applicable Pass-Through Rate on the related Class
Principal Balance, or Notional Amount, as applicable, of such Class during
the
related Interest Accrual Period; provided, that if and to the extent that
on any
Distribution Date the Interest Remittance Amount is less than the aggregate
distributions required pursuant to Section 4.02(b)(i)A-M without regard
to this
proviso, then the Current Interest on each such Class will be reduced,
on a pro
rata basis in proportion to the amount of Current Interest for each Class
without regard to this proviso, by the lesser of (i) the amount of the
deficiency described above in this proviso and (ii) the related Interest
Shortfall for such Distribution Date.
Curtailment:
Any payment of principal on a Mortgage Loan, made by or on behalf of the
related
Mortgagor, other than a Scheduled Payment, a prepaid Scheduled Payment
or a
Payoff, which is applied to reduce the outstanding Stated Principal Balance
of
the Mortgage Loan.
Custodial
Agreement: The agreement, among the Trustee, the related Custodian and
the
Depositor providing for the safekeeping of any documents or instruments
referred
to in Section 2.01 on behalf of the Certificateholders, attached hereto
as
Exhibit R-1 or Exhibit R-2, as applicable.
Custodian:
Any of (i) Xxxxx Fargo Bank, N.A., a national banking association or (ii)
LaSalle Bank National Association, a national banking association, or any
successor custodian appointed pursuant to the terms of the related Custodial
Agreement. Each Custodian so appointed shall act as agent on behalf of
the
Trustee, and shall be compensated by the Depositor. The Trustee shall remain
at
all times responsible under the terms of this Agreement, notwithstanding
the
fact that certain duties have been assigned to a Custodian.
Cut-off
Date: For any Mortgage Loan, other than a Subsequent Mortgage Loan, August
1,
2006. For any Subsequent Mortgage Loan, the applicable Subsequent Transfer
Date.
Cut-off
Date Principal Balance: As to any Mortgage Loan, the Stated Principal Balance
thereof as of the close of business on the Cut-off Date.
DBRS:
Dominion
Bond Rating Service. For purposes of Section 10.05(b) the address for notices
to
DBRS shall be Dominion Bond Rating Service, 00 Xxxxxxxx, Xxx Xxxx, Xxx
Xxxx
00000, Attention: RMBS, or such other address as DBRS may hereafter furnish
to
the Depositor, the Servicers and the Trustee.
Defaulting
Party: As defined in the Swap Agreement
Defective
Mortgage Loan: Any Mortgage Loan which is required to be repurchased pursuant
to
Section 2.02 or 2.03.
Deferred
Amount: For any Class of Class M Certificates or Class B Certificates and
any
Distribution Date, will equal the amount by which (x) the aggregate of
the
Applied Loss Amounts previously applied in reduction of the Class Principal
Balance thereof exceeds (y) the sum of (i) the aggregate of amounts previously
paid in reimbursement thereof and (ii) the amount of the increase in the
related
Class Principal Balance due to the receipt of Net Recoveries as provided
in
Section 4.02(vii).
Definitive
Certificates: Any Certificate issued in lieu of a Book-Entry Certificate
pursuant to Section 5.02(e).
Deleted
Mortgage Loan: As defined in Section 2.03.
Delinquent:
As used herein, a Mortgage Loan is considered to be: “30 to 59 days” or “30 or
more days” delinquent when a payment due on any scheduled due date remains
unpaid as of the close of business on the next following monthly scheduled
due
date; “60 to 89 days” or “60 or more days” delinquent when a payment due on any
scheduled due date remains unpaid as of the close of business on the second
following monthly scheduled due date; and so on. The determination as to
whether
a Mortgage Loan falls into these categories is made as of the close of
business
on the last business day of each month. For example, a Mortgage Loan with
a
payment due on July 1 that remained unpaid as of the close of business
on August
31 would then be considered to be 30 to 59 days delinquent.
Delinquency
Rate: For any month, a fraction, expressed as a percentage, the numerator
of
which is the aggregate outstanding principal balance of all Mortgage Loans
60 or
more days delinquent (including all foreclosures and REO Properties) as
of the
close of business on the last day of such month, and the denominator of
which is
the Aggregate Collateral Balance as of the close of business on the last
day of
such month.
Denomination:
With respect to each Certificate, the amount set forth on the face thereof
as
the “Initial Certificate Balance of this Certificate” or the “Initial Notional
Amount of this Certificate” or, if neither of the foregoing, the Percentage
Interest appearing on the face thereof.
Depositor:
Credit Suisse First Boston Mortgage Securities Corp., a Delaware corporation,
or
its successor in interest.
Depository:
The initial Depository shall be The Depository Trust Company, the nominee
of
which is CEDE & Co., as the registered Holder of the Book-Entry
Certificates. The Depository shall at all times be a “clearing corporation” as
defined in Section 8-102(3) of the Uniform Commercial Code of the State
of New
York.
Depository
Participant: A broker, dealer, bank or other financial institution or other
Person for whom from time to time a Depository effects book-entry transfers
and
pledges of securities deposited with the Depository.
Determination
Date: As to any Distribution Date, the second Business Day immediately
following
the 15th day of the month of such Distribution Date.
Distribution
Date: The 25th
day of
each month or if such day is not a Business Day, the first Business Day
thereafter, commencing in September 2006.
DLJMC:
DLJ Mortgage Capital, Inc., a Delaware corporation, and its successors
and
assigns.
Due
Date:
With respect to any Distribution Date and any Mortgage Loan, the day during
the
related Due Period on which the Scheduled Payment is due.
Due
Period: With respect to each Distribution Date, the period commencing on
the
second day of the month preceding the month of the Distribution Date and
ending
on the first day of the month of the Distribution Date.
Eligible
Account: Either (i) an account or accounts maintained with a federal or
state
chartered depository institution or trust company acceptable to the Rating
Agencies or (ii) an account or accounts the deposits in which are insured
by the
FDIC to the limits established by such corporation, provided that any such
deposits not so insured shall be maintained in an account at a depository
institution or trust company whose commercial paper or other short term
debt
obligations (or, in the case of a depository institution or trust company
which
is the principal subsidiary of a holding company, the commercial paper
or other
short term debt obligations of such holding company) have been rated by
Xxxxx’x,
Fitch and DBRS in its highest short-term rating category and by S&P at least
“A-1+”, or (iii) a segregated trust account or accounts (which shall be a
“special deposit account”) maintained with the Trustee or any other federal or
state chartered depository institution or trust company, acting in its
fiduciary
capacity, in a manner acceptable to the Trustee and the Rating Agencies.
Eligible Accounts may bear interest.
Eligible
Investments: Any one or more of the obligations and securities listed below
which investment provides for a date of maturity not later than the
Determination Date in each month:
(i) direct
obligations of, and obligations fully guaranteed by, the United States
of
America, or any agency or instrumentality of the United States of America
the
obligations of which are backed by the full faith and credit of the United
States of America; or obligations fully guaranteed by, the United States
of
America; Xxxxxxx Mac, Xxxxxx Xxx, the Federal Home Loan Banks or any agency
or
instrumentality of the United States of America rated AA or higher by the
Rating
Agencies;
(ii) federal
funds, demand and time deposits in, certificates of deposits of, or bankers’
acceptances issued by, any depository institution or trust company incorporated
or organized under the laws of the United States of America or any state
thereof
and subject to supervision and examination by federal and/or state banking
authorities, so long as at the time of such investment or contractual commitment
providing for such investment the commercial paper or other short-term
debt
obligations of such depository institution or trust company (or, in the
case of
a depository institution or trust company which is the principal subsidiary
of a
holding company, the commercial paper or other short-term debt obligations
of
such holding company) are rated in one of two of the highest ratings by
each of
the Rating Agencies, and the long-term debt obligations of such depository
institution or trust company (or, in the case of a depository institution
or
trust company which is the principal subsidiary of a holding company, the
long-term debt obligations of such holding company) are rated in one of
two of
the highest ratings, by each of the Rating Agencies;
(iii) repurchase
obligations with a term not to exceed 30 days with respect to any security
described in clause (i) above and entered into with a depository institution
or
trust company (acting as a principal) rated “A” or higher by Moody’s, “A-1” or
higher by S&P and “F-1” or higher by Fitch; provided, however, that
collateral transferred pursuant to such repurchase obligation must be of
the
type described in clause (i) above and must (A) be valued daily at current
market price plus accrued interest, (B) pursuant to such valuation, be
equal, at
all times, to 105% of the cash transferred by the Trustee in exchange for
such
collateral, and (C) be delivered to the Trustee or, if the Trustee is supplying
the collateral, an agent for the Trustee, in such a manner as to accomplish
perfection of a security interest in the collateral by possession of
certificated securities;
(iv) securities
bearing interest or sold at a discount issued by any corporation incorporated
under the laws of the United States of America or any state thereof which
has a
long-term unsecured debt rating in the highest available rating category
of each
of the Rating Agencies at the time of such investment;
(v) commercial
paper having an original maturity of less than 365 days and issued by an
institution having a short-term unsecured debt rating in the highest available
rating category of each Rating Agency that rates such securities at the
time of
such investment;
(vi) a
guaranteed investment contract approved by each of the Rating Agencies
and
issued by an insurance company or other corporation having a long-term
unsecured
debt rating in the highest available rating category of each of the Rating
Agencies at the time of such investment;
(vii) which
may
be 12b-1 funds as contemplated under the rules promulgated by the Securities
and
Exchange Commission under the Investment Company Act of 1940) having ratings
in
the highest available rating category of Moody’s and Fitch and or “AAAm” or
“AAAm-G” by S&P at the time of such investment (any such money market funds
which provide for demand withdrawals being conclusively deemed to satisfy
any
maturity requirements for Eligible Investments set forth herein) including
money
market funds of a Servicer or the Trustee and any such funds that are managed
by
a Servicer or the Trustee or their respective Affiliates or for a Servicer
or
the Trustee or any Affiliate of either acts as advisor, as long as such
money
market funds satisfy the criteria of this subparagraph (vii); and
(viii) such
other investments the investment in which will not, as evidenced by a letter
from each of the Rating Agencies, result in the downgrading or withdrawal
of the
Ratings of the Certificates.
provided,
however, that no such instrument shall be an Eligible Investment if such
instrument evidences either (i) a right to receive only interest payments
with
respect to the obligations underlying such instrument, or (ii) both principal
and interest payments derived from obligations underlying such instrument
and
the principal and interest payments with respect to such instrument provide
a
yield to maturity of greater than 120% of the yield to maturity at par
of such
underlying obligations.
ERISA:
The Employee Retirement Income Security Act of 1974, as amended.
ERISA-Restricted
Certificates: As specified in the Preliminary Statement.
Escrow
Account: The separate account or accounts created and maintained by each
Servicer pursuant to Section 3.06.
Escrow
Mortgage Loan: Any Mortgage Loan for which the related Servicer has established
an Escrow Account for items constituting Escrow Payments.
Escrow
Payments: With respect to any Mortgage Loan, the amounts constituting ground
rents, taxes, mortgage insurance premiums, fire and hazard insurance premiums,
and any other payments required to be escrowed by the Mortgagor with the
mortgagee pursuant to the Mortgage, applicable law or any other related
document.
Event
of
Default: As defined in Section 7.01.
Excess
Cashflow Loss Payment: As defined in Section 4.02(b)(iv)(A).
Excess
Servicing Fee: With respect to each SPS Serviced Loan and Ocwen Serviced
Loan
and any Distribution Date, an amount equal to one month’s interest at the
related Excess Servicing Fee Rate on the Stated Principal Balance of each
such
Mortgage Loan as of the Due Date in the month of such Distribution Date
(prior
to giving effect to any Scheduled Payments due on each such Mortgage Loan
on
such Due Date).
Excess
Servicing Fee Rate: With respect to the SPS Serviced Loans, the excess,
if any,
of 0.50% over the “SPS Servicing Fee Rate” as defined in the SPS Letter
Agreement. With respect to the Ocwen Serviced Loans, the excess, if any,
of
0.50% over the “Ocwen Servicing Fee Rate” as defined in the Ocwen Letter
Agreement.
Exchange
Act: The Securities Exchange Act of 1934, as amended.
Expense
Fees: As to each Mortgage Loan, the sum of the related Servicing Fee, the
Excess
Servicing Fee, the Credit Risk Manager Fee and the Trustee Fee.
Expense
Fee Rate: As to each Mortgage Loan, the sum of the related Servicing Fee
Rate,
the Excess Servicing Fee Rate, if applicable, the Credit Risk Manager Fee
Rate
and the Trustee Fee Rate.
Xxxxxx
Mae: Xxxxxx Xxx, a federally chartered and privately owned corporation
organized
and existing under the Federal National Mortgage Association Charter Act,
or any
successor thereto.
Xxxxxx
Mae Guides: The Xxxxxx Xxx Xxxxxxx’ Guide and the Xxxxxx Mae Servicers’ Guide
and all amendments or additions thereto.
FDIC:
The
Federal Deposit Insurance Corporation, or any successor thereto.
FIRREA:
The Financial Institutions Reform, Recovery and Enforcement Act of
1989.
First
Mortgage Loan: A Mortgage Loan that is secured by a first lien on the Mortgaged
Property securing the related Mortgage Note.
Fitch:
Fitch, Inc., or any successor thereto.
Foreclosure
Restricted Loan: Any Mortgage Loan that is 60 or more days delinquent as
of the
Closing Date, unless such Mortgage Loan has become current for three consecutive
Scheduled Payments after the Closing Date.
Form
8-K
Disclosure Information: As defined in Section 8.12(a)(ii).
Xxxxxxx
Mac: Xxxxxxx Mac, a corporate instrumentality of the United States created
and
existing under Title III of the Emergency Home Finance Act of 1970, as
amended,
or any successor thereto.
Highest
Priority: As of any date of determination, the Class of Subordinate Certificates
then outstanding with a Class Principal Balance greater than zero, with
the
highest priority for payments pursuant to Section 4.02, in the following
order
of decreasing priority: Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class
M-5,
Class M-6, Class M-7, Class M-8, Class M-9, Class B-1 and Class B-2
Certificates.
Initial
Mortgage Loan: A Mortgage Loan conveyed to the Trust on the Closing Date
pursuant to this Agreement as identified on the Mortgage Loan Schedule
delivered
to the Trustee on the Closing Date.
Initial
Mortgage Loan Net WAC Rate: A per annum rate equal to the weighted average
of
the Net Mortgage Rates of the Initial Mortgage Loans.
Indirect
Participant: A broker, dealer, bank or other financial institution or other
Person that clears through or maintains a custodial relationship with a
Depository Participant.
Insurance
Proceeds: Proceeds paid under any Insurance Policy covering a Mortgage
Loan to
the extent the proceeds are not (i) applied to the restoration of the related
Mortgaged Property, (ii) applied to the satisfaction of any related First
Mortgage Loan or (iii) released to the Mortgagor in accordance with the
procedures that the Servicer would follow in servicing mortgage loans held
for
its own account.
Interest
Accrual Period: With respect to each Distribution Date, (i) with respect
to the
Class X-0, Xxxxx X-0, Class A-3, Class M-1, Class M-2, Class M-3, Class
M-4,
Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1 and Class
B-2
Certificates, the period commencing on the immediately preceding Distribution
Date (or the Closing Date, in the case of the first Distribution Date)
and
ending on the day immediately preceding the related Distribution Date,
and (ii)
with respect to the Class A-R, Class P, Class X-1 and Class X-S Certificates,
the calendar month prior to the month of such Distribution Date.
Interest
Remittance Amount: For any Distribution Date, an amount equal to (A) the
sum of
(1) all interest collected (other than Payaheads, if applicable) or advanced
in
respect of Scheduled Payments on the Mortgage Loans during the related
Due
Period, the interest portion of Payaheads previously received and intended
for
application in the related Due Period and the interest portion of all Payoffs
and Curtailments received on the Mortgage Loans during the related Prepayment
Period, less (x) the Expense Fee (other than the Excess Servicing Fee)
with
respect to such Mortgage Loans and (y) unreimbursed Advances and other
amounts
due to a Servicer or the Trustee with respect to such Mortgage Loans, to
the
extent allocable to interest, (2) all Compensating Interest Payments paid
by
each Servicer with respect to the Mortgage Loans it is servicing and such
Distribution Date, (3) the portion of any Substitution Adjustment Amount
or
Repurchase Price paid with respect to such Mortgage Loans during the calendar
month immediately preceding the Distribution Date allocable to interest,
(4) all
Liquidation Proceeds, Net Recoveries and any Insurance Proceeds and other
recoveries (net of unreimbursed Advances, Servicing Advances and expenses,
to
the extent allocable to interest, and unpaid Servicing Fees) collected
with
respect to the Mortgage Loans during the prior calendar month, to the extent
allocable to interest and (5) any amounts withdrawn from the Capitalized
Interest Account to pay interest on the Certificates with respect to such
Distribution Date minus (B) amounts payable by the Trust to the Counterparty
in
respect of Net Swap Payments and Swap Termination Payments (other than
Swap
Termination Payments resulting from a Counterparty Trigger Event and to
the
extent not paid by the Supplemental Interest Trust Trustee from any upfront
payment received pursuant to any related replacement swap agreement that
may be
entered into by the Supplemental Interest Trust Trustee) for such Distribution
Date (or, if such Distribution Date is not also a Swap Payment Date, for
the
related Swap Payment Date).
Interest
Shortfall: For any Distribution Date, the aggregate shortfall, if any,
in
collections of interest for the previous month (adjusted to the related
Net
Mortgage Rate) on Mortgage Loans resulting from (a) Principal Prepayments
received during the related Prepayment Period to the extent not covered
by
Compensating Interest and (b) Relief Act Reductions.
ISDA:
International Swaps and Derivatives Association, Inc.
ISDA
Master Agreement: With respect to the Swap Agreement, the Master Agreement
dated
as of the Closing Date between the Supplemental Interest Trust Trustee
and the
Counterparty, including the Schedule thereto.
Last
Scheduled Distribution Date: With respect to each Class of Certificates,
the
Distribution Date in November 2036.
Latest
Possible Maturity Date: For purposes of satisfying Treasury regulation
Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” of all interests
created in REMIC 1, REMIC 2, REMIC 3 and REMIC 4 shall be November 25,
2036.
LIBOR:
For any Interest Accrual Period other than the first Interest Accrual Period,
the rate for United States dollar deposits for one month which appears
on the
Dow Xxxxx Telerate Screen Page 3750 as of 11:00 A.M., London, England time,
on
the second LIBOR Business Day prior to the first day of such Interest Accrual
Period. With respect to the first Interest Accrual Period, the rate for
United
States dollar deposits for one month which appears on the Dow Xxxxx Telerate
Screen Page 3750 as of 11:00 A.M., London, England time, two LIBOR Business
Days
prior to the Closing Date. If such rate does not appear on such page (or
such
other page as may replace that page on that service, or if such service
is no
longer offered, such other service for displaying LIBOR or comparable rates
as
may be reasonably selected by the Trustee), the rate will be the Reference
Bank
Rate. If no such quotations can be obtained and no Reference Bank Rate
is
available, LIBOR will be the LIBOR applicable to the Interest Accrual Period
preceding the next applicable Distribution Date.
LIBOR
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on
which banking institutions in the State of New York or in the city of London,
England are required or authorized by law to be closed.
LIBOR
Certificates: The Class A-3, Class M-1, Class M-2, Class M-3, Class M-4,
Class
M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1 and Class B-2
Certificates.
Liquidated
Mortgage Loan: With respect to any Distribution Date, a defaulted Mortgage
Loan
(including any REO Property) which was liquidated or for which payments
under
the related private mortgage insurance policy, hazard insurance policy
or any
condemnation proceeds were received, in the calendar month preceding the
month
of such Distribution Date and as to which the related Servicer has determined
(in accordance with this Agreement) that it has received all amounts it
expects
to receive in connection with the liquidation of such Mortgage Loan, including
the final disposition of the related REO Property.
Liquidation
Proceeds: Amounts, including Insurance Proceeds, received in connection
with the
partial or complete liquidation of defaulted Mortgage Loans, whether through
trustee’s sale, foreclosure sale or similar disposition or amounts received in
connection with any condemnation or partial release of a Mortgaged Property
and
any other proceeds received in connection with an REO Property, in each
case,
which, for the avoidance of doubt, is remaining after, or not otherwise
required
to be applied to, the satisfaction of any related First Mortgage Loan,
less the
sum of related unreimbursed Expense Fees, Servicing Advances, Advances
and
reasonable out-of-pocket expenses.
Majority
in Interest: As to any Class of Regular Certificates or the Class X-2
Certificates, the Holders of Certificates of such Class evidencing, in
the
aggregate, at least 51% of the Percentage Interests evidenced by all
Certificates of such Class.
Majority
Servicer: The Servicer servicing the largest percentage by Stated Principal
Balance of outstanding Mortgage Loans on the Optional Termination
Date.
Marker
Rate: With
respect to the Class X-1 Certificates and any Distribution Date, a per
annum
rate equal to two (2) times the weighted average of the Uncertificated
REMIC 3
Pass-Through Rates for REMIC 3 Regular Interests XXXX-X-0, XXXX-X-0, XXXX-X-0,
MTII-M-1, MTII-M-2, MTII-M-3, MTII-M-4, MTII-M-5, MTII-M-6, MTII-M-7, MTII-M-8,
XXXX-X-0, XXXX-X-0,
XXXX-X-0,
and MTII-ZZ, with the rates on the REMIC 3 Regular Interests XXXX-X-0,
XXXX-X-0,
MTII-M-2, MTII-M-3, MTII-M-4, MTII-M-6, MTII-M-7, MTII-M-8, MTII-M-9,
MTII-B-
and MTII-M-B-2 subject to a cap, for the purpose of this calculation, equal
to
the lesser of (A) LIBOR plus the Certificate Margin for the Corresponding
Certificate and (B) the REMIC 3 Net WAC Rate, with the rate on the REMIC
3
Regular Interest MTII-A-1 subject to a cap, for purposes of this calculation,
equal to the lesser of (A) 5.67130% per annum on or prior to the Optional
Termination Date and 6.17130% per annum after the Optional Termination
Date and
(B) the REMIC 3 Net WAC Rate and with the rate on the REMIC 3 Regular Interest
MTII-A-2 subject to a cap, for purposes of this calculation, equal to the
lesser
of (A) 5.73000% per annum on or prior to the Optional Termination Date
and
6.23000% per annum after the Optional Termination Date and (B) the REMIC
3 Net
WAC Rate and with the rate on the REMIC 3 Regular Interest MTII-ZZ subject
to a
cap, for the purpose of this calculation, equal to zero.
Maximum
Notional Amount: With respect to the Class X-S Certificates and solely
for
purposes of the face thereof, $525,249,999.55.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation organized
and
existing under the laws of the State of Delaware, or any successor
thereto.
MERS
Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS
System.
MERS®
System: The system of recording transfers of Mortgages electronically maintained
by MERS.
MIN:
The
Mortgage Identification Number for 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
Excess Cashflow: For any Distribution Date, an amount equal to the sum
of (1)
the Monthly Excess Interest and (2) the Overcollateralization Release Amount,
if
any, for such date.
Monthly
Excess Interest: As to any Distribution Date, the sum of (A) the Interest
Remittance Amount remaining after the application of payments pursuant
to
clauses A. through N. of Section 4.02(b)(i) plus (B) the Principal Payment
Amount remaining after the application of payments pursuant to clauses
A.
through M. of Section 4.02(b)(ii) or (iii).
Monthly
Statement: The statement delivered to the Certificateholders pursuant to
Section
4.06.
Moody’s:
Xxxxx’x Investors Service, Inc., or any successor thereto. For purposes of
Section 10.05(b) the address for notices to Moody’s shall be Xxxxx’x Investors
Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Residential Pass-Through Monitoring, or such other address as Moody’s may
hereafter furnish to the Depositor, the Servicers and the Trustee.
Mortgage:
The mortgage, deed of trust or other instrument creating a first or second
lien
on an estate in fee simple or leasehold interest in real property securing
a
Mortgage Note.
Mortgage
File: The Mortgage documents listed in Section 2.01(b) hereof pertaining
to a
particular Initial Mortgage Loan or Subsequent Mortgage Loan and any additional
documents delivered to the Trustee to be added to the Mortgage File pursuant
to
this Agreement.
Mortgage
Loans: Such of the mortgage loans transferred and assigned to the Trustee
pursuant to the provisions hereof as from time to time are held as a part
of the
Trust Fund (including any REO Property), the mortgage loans so held being
identified in the Mortgage Loan Schedule, notwithstanding foreclosure or
other
acquisition of title of the related Mortgaged Property.
Mortgage
Loan Schedule: The Mortgage Loan Schedule which will list the Mortgage
Loans (as
from time to time amended by the Seller to reflect the addition of Qualified
Substitute Mortgage Loans and the purchase of Mortgage Loans pursuant to
Section
2.01(f), 2.02 or 2.03) transferred to the Trustee as part of the Trust
Fund and
from time to time subject to this Agreement, attached hereto as Schedule
I,
setting forth the following information with respect to each Mortgage
Loan:
(i) the
Mortgage Loan identifying number;
(ii) a
code indicating the type of Mortgaged Property and the occupancy
status;
(iii) a
code indicating the Servicer of the Mortgage Loan;
(iv) the
original months to maturity;
(v) the
Loan-to-Value Ratio at origination;
(vi) the
Combined Loan-to-Value Ratio at origination;
(vii) the
related borrower’s debt-to-income ratio at origination;
(viii) the
related borrower’s credit score
at
origination;
(ix) the
Mortgage Rate as of the Cut-off Date;
(x) the
stated maturity date;
(xi) the
amount of the Scheduled Payment as of the Cut-off Date;
(xii) the
original principal amount of the Mortgage Loan;
(xiii) the
principal balance of the Mortgage Loan as of the close of business on the
Cut-off Date, after deduction of payments of principal due on or before
the
Cut-off Date whether or not collected;
(xiv) the
purpose of the Mortgage Loan (i.e., purchase, rate and term refinance,
equity
take-out refinance);
(xv) a
code indicating whether a Prepayment Charge is required to be paid in connection
with a prepayment of the Mortgage Loan and the term and the amount of the
Prepayment Charge;
(xvi) an
indication whether the Mortgage Loan accrues interest at an adjustable
Mortgage
Rate or a fixed Mortgage Rate;
(xvii) the
index that is associated with such Mortgage Loan, if applicable;
(xviii) the
gross margin, if applicable;
(xix) the
periodic rate cap, if applicable;
(xx) the
minimum mortgage rate, if applicable;
(xxi) the
maximum mortgage rate, if applicable;
(xxii) the
first adjustment date after the Cut-off Date, if applicable;
(xxiii) the
Servicing Fee Rate;
(xxiv) the
Expense Fee Rate;
(xxv) a
code indicating whether the Mortgage Loan is a MERS Mortgage Loan and,
if so,
its corresponding MIN; and
(xxvi) a
code indicating whether the Mortgage Loan is a Balloon Loan.
With
respect to the Mortgage Loans in the aggregate, each Mortgage Loan Schedule
shall set forth the following information, as of the Cut-off Date:
(i) the
number of Mortgage Loans;
(ii) the
current aggregate principal balance of the Mortgage Loans as of the close
of
business on the Cut-off Date, after deduction of payments of principal
due on or
before the Cut-off Date whether or not collected; and
(iii) the
weighted average Mortgage Rate of the Mortgage Loans.
Mortgage
Note: The original executed note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan.
Mortgage
Rate: The annual fixed rate of interest borne by a Mortgage Note.
Mortgaged
Property: The underlying real property securing a Mortgage Loan.
Mortgagor:
The obligor(s) on a Mortgage Note.
Net
Excess Spread: With respect to any Distribution Date and Loan, a fraction,
expressed as a percentage, the numerator of which is equal to the excess
of (x)
the aggregate Stated Principal Balance for such Distribution Date of the
Mortgage Loans, multiplied by the weighted average Net Mortgage Rate of
such
Mortgage Loans over (y) the Interest Remittance Amount for such Distribution
Date, and the denominator of which is an amount equal to the aggregate
Stated
Principal Balance for such Distribution Date of the Mortgage Loans, multiplied
by the actual number of days elapsed in the related Interest Accrual Period
divided by 360.
Net
Funds
Cap: As to any Distribution Date, will be a per annum rate equal to (a)
a
fraction, expressed as a percentage, (a) the numerator of which is (1)
the sum
of (A) the amount of interest accrued on the Mortgage Loans for such date
and
(B) any amounts withdrawn from the Capitalized Interest Account to pay
interest
on the Certificates for such Distribution Date, minus (2) the sum of (x)
the
Expense Fee and (y) amounts payable by the Trust to the Counterparty in
respect
of Net Swap Payments and Swap Termination Payments (other than Swap Termination
Payments resulting from a Counterparty Trigger Event and to the extent
not paid
by the Supplemental Interest Trust Trustee from any upfront payment received
pursuant to any related replacement swap agreement that may be entered
into by
the Supplemental Interest Trust Trustee) for such Distribution Date, and
(b) the
denominator of which is the product of (i) the Aggregate Collateral Balance
immediately preceding such Distribution Date (or as of the Cut-off Date
in the
case of the first Distribution Date), multiplied by (ii)(x) in the case
of the
Class A-1, Class A-2, Class A-R and Class P Certificates, 1/12 and (y)
in the
case of the Class A-3, Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5,
Class M-6, Class M-7, Class M-8, Class M-9, Class B-1 and Class B-2 Certificates
Certificates, the actual number of days in the related Interest Accrual
Period
divided by 360. For federal income tax purposes, however, as to any Distribution
Date will be the equivalent of the foregoing, expressed as a per annum
rate
equal to the weighted average of the Uncertificated Pass-Through Rates
on the
REMIC 3 Regular Interests (other than the REMIC 3 Regular Interest MTII-P
and
the REMIC 3 Regular Interest MTII-R) multiplied by (in the case of the
Class
A-3, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
Class
M-7, Class M-8, Class M-9, Class B-1 and Class B-2 Certificates) 30 divided
by
the actual number of days in the related Interest Accrual Period.
Net
Mortgage Rate: As to each Mortgage Loan, and at any time, the per annum
rate
equal to the Mortgage Rate less the related Expense Fee Rate.
Net
Prepayment Interest Shortfalls: As to any Distribution Date, the amount,
if any,
by which the aggregate of Prepayment Interest Shortfalls during the Prepayment
Period exceeds the Compensating Interest Payment for such Distribution
Date.
Net
Recovery: Any proceeds received by a Servicer on a delinquent or Charged
Off
Loan (including any Liquidation Proceeds received on a Charged Off Loan),
net of
any Servicing Fee, Ancillary Income and any other related expenses.
Net
Swap
Payment: With respect to each Swap Payment Date, the net payment required
to be
made pursuant to the terms of the Swap Agreement by either the Counterparty
or
the Supplemental Interest Trust Trustee which net payment shall not take
into
account any Swap Termination Payment.
Nonrecoverable
Advance: Any portion of an Advance or Servicing Advance previously made
or
proposed to be made by the applicable Servicer that, in the good faith
judgment
of the applicable Servicer, will not be ultimately recoverable by the applicable
Servicer from the related Mortgagor, related Liquidation Proceeds or
otherwise.
Notional
Amount: The Class X-1 Notional Amount or the Class X-S Notional Amount,
as
applicable.
Notional
Amount Certificates: As specified in the Preliminary Statement.
Ocwen:
Ocwen Loan Servicing, LLC, a Delaware limited liability company.
Ocwen
Letter Agreement: The securitization servicing side letter agreement, dated
as
of August 1, 2006, between the Seller and Ocwen, as amended, supplemented
or
superseded from time to time.
Ocwen
Serviced Loans: The Mortgage Loans identified as such on the Mortgage Loan
Schedule.
Ocwen
Special Servicing: With regard to any Ocwen Serviced Loans that become
Charged
Off Loans, the servicing of such Charged Off Loans using specialized collection
procedures (including foreclosure, if appropriate) to maximize
recoveries.
Ocwen
Termination Test: With respect to the Ocwen Serviced Loans and each
Determination Date, the Ocwen Termination Test will be failed if (A) the
Realized Loss Percentage for the Ocwen Serviced Loans exceeds the applicable
percentages set forth below with respect to such Distribution Date:
Range
of Distribution Dates
|
Percentage
|
September
2006 - August 2010
|
5.30%*
|
September
2010 - August 2011
|
7.70%*
|
September
2011 - August 2012
|
9.60%*
|
September
2012 and thereafter
|
10.55%
|
*
The
percentages set forth above are the percentages applicable for the first
Distribution Date in the corresponding range of Distribution Dates. The
percentage for each succeeding Distribution Date in a range increases
incrementally by a fraction, the numerator of which is one and the denominator
of which is the number of months in the corresponding range of Distribution
Dates, inclusive, of the positive difference between the percentage applicable
to the first Distribution Date in that range and the percentage applicable
to
the first Distribution Date in the succeeding range.
and
(B)
Holders of the Certificates entitled to 51% or more of the Voting Rights
request
in writing to the Trustee to terminate Ocwen as a Servicer under this Agreement
pursuant to the terms of Section 7.01.
Offered
Certificates: As specified in the Preliminary Statement.
Officer’s
Certificate: A certificate signed by the Chairman of the Board or the Vice
Chairman of the Board or the President or a Vice President or an Assistant
Vice
President or the Treasurer or the Secretary or one of the Assistant Treasurers
or Assistant Secretaries of a Servicer, any Special Servicer or the Depositor,
and delivered to the Depositor or the Trustee, as the case may be, as required
by this Agreement.
Opinion
of Counsel: A written opinion of counsel, who may be counsel for the Depositor
or a Servicer, including in-house counsel, reasonably acceptable to the
Trustee;
provided, however, that with respect to the interpretation or application
of the
REMIC Provisions, such counsel must (i) in fact be independent of the Depositor
and any Servicer, (ii) not have any material direct financial interest
in the
Depositor or any Servicer or in any affiliate of either, and (iii) not
be
connected with the Depositor or any Servicer as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar
functions.
Optional
Termination: The termination of the trust created hereunder in connection
with
the purchase of the Mortgage Loans pursuant to Section 9.01.
Optional
Termination Date: The first date on which the Optional Termination may
be
exercised.
Optional
Termination Notice Period: As defined in Section 9.02.
OTS:
The
Office of Thrift Supervision.
Outsourcer:
As defined in Section 3.02.
Outstanding:
With respect to the Certificates as of any date of determination, all
Certificates theretofore executed and authenticated under this Agreement
except:
(i) Certificates theretofore canceled by the Trustee or delivered to the
Trustee
for cancellation; and (ii) 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 Due Date, a Mortgage Loan with a Stated Principal
Balance greater than zero which was not the subject of a Payoff prior to
such
Due Date and which did not become a Liquidated Mortgage Loan or Charged
Off Loan
prior to such Due Date.
Overcollateralization
Amount: For any Distribution Date, an amount equal to the amount, if any,
by
which (x) the Aggregate Collateral Balance for such Distribution Date exceeds
(y) the aggregate Class Principal Balance of the Certificates after giving
effect to payments on such Distribution Date.
Overcollateralization
Release Amount: For any Distribution Date, an amount equal to the lesser
of (x)
the Principal Remittance Amount (without regard to clause (6) of such
definition) for such Distribution Date and (y) the amount, if any, by which
(1)
the Overcollateralization Amount for such date, calculated for this purpose
on
the basis of the assumption that 100% of the aggregate of the Principal
Remittance Amount and Excess Cashflow Loss Payment for such date is applied
on
such date in reduction of the aggregate of the Class Principal Balances
of the
Certificates (to an amount not less than zero), exceeds (2) the Targeted
Overcollateralization Amount for such date.
Overfunded
Interest Amount: With respect to the September 2006 Distribution Date and
October 2006 Distribution Date, the excess of (A) the amount on deposit
in the
Capitalized Interest Account on such date over (B) the excess of (i) the
amount
of interest accruing at (x) the assumed weighted average Pass-Through Rates
of
the Certificates multiplied by (y) the Pre-Funding Amount outstanding at
the end
of the related Due Period for the total number of days remaining through
the end
of the Interest Accrual Periods ending (a) September 25, 2006, (b) October
25,
2006 and (c) November 27, 2006 over (ii) one month of investment earnings
on the
amount on deposit in the Capitalized Interest Account on such date at an
annual
rate of 1.750%. The assumed weighted average Pass-Through Rate of the
Certificates will be calculated assuming LIBOR is 5.33% for any Subsequent
Transfer Date for the Subsequent Mortgage Loans prior to the September
2006
Distribution Date, 5.68% for any Subsequent Transfer Date for the Subsequent
Mortgage Loans prior to the October 2006 Distribution Date and 6.03% for
any
Subsequent Transfer Date for the Subsequent Mortgage Loans prior to the
November
2006 Distribution Date.
Ownership
Interest: As to any Residual Certificate, any ownership or security interest
in
such Certificate including any interest in such Certificate as the Holder
thereof and any other interest therein, whether direct or indirect, legal
or
beneficial.
Par
Value: As defined in Section 9.01 hereof.
Pass-Through
Rate: With respect to the Class A-1, Class A-2, Class A-3, Class A-R, Class
P,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7,
Class M-8, Class M-9, Class B-1 and Class B-2 Certificates, the
Class
A-1
Pass-Through Rate, Class A-2 Pass-Through Rate, Class A-3 Pass-Through
Rate,
Class A-R Pass-Through Rate, Class P Pass-Through Rate, Class M-1 Pass-Through
Rate, Class M-2 Pass-Through Rate, Class M-3 Pass-Through Rate, Class M-4
Pass-Through Rate, Class M-5 Pass-Through Rate, Class M-6 Pass-Through
Rate,
Class M-7 Pass-Through Rate, Class M-8 Pass-Through Rate, Class M-9 Pass-Through
Rate, Class B-1 Pass-Through Rate and Class B-2 Pass-Through Rate.
With
respect to the Class X-1 Certificates and any Distribution Date, a per
annum
rate equal to the percentage equivalent of a fraction, the numerator of
which is
the sum of the amounts calculated pursuant to clauses (A) through (P) below,
and
the denominator of which is the aggregate of the Uncertificated Principal
Balances of REMIC 3 Regular Interest MTII-AA, REMIC 3 Regular Interest
MTII-A-1,
REMIC 3 Regular Interest MTII-A-2, REMIC 3 Regular Interest MTII-A-3, REMIC
3
Regular Interest MTII-M-1, REMIC 3 Regular Interest MTII-M-2, REMIC 3 Regular
Interest MTII-M-3, REMIC 3 Regular Interest MTII-M-4, REMIC
3
Regular Interest MTII-M-5, REMIC
3
Regular Interest MTII-M-6, REMIC 3 Regular Interest MTII-M-7, REMIC 3 Regular
Interest MTII-M-8, REMIC 3 Regular Interest MTII-M-9, REMIC 3 Regular Interest
MTII-B-1, REMIC 3 Regular Interest MTII-B-2 and REMIC 3 Regular Interest
MTII-ZZ. For purposes of calculating the Pass-Through Rate for the Class
X-1
Certificates, the numerator is equal to the sum of the following
components:
(A) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-AA
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-AA;
(B) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-A-1
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-A-1;
(C) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-A-2
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-A-2;
(D) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-A-3
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-A-3;
(E) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-M-1
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-M-1;
(F) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-M-2
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-M-2;
(G) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-M-3
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-M-3;
(H) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-M-4
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-M-4;
(I) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-M-5
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-M-5;
(J) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-M-6
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-M-6;
(K) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-M-7
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-M-7;
(L) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-M-8
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-M-8;
(M) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-M-9
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-M-9;
(N) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-B-1
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-B-1;
(O) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-B-2
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-B-2; and
(P) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-ZZ
minus the Marker Rate, applied to an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-ZZ.
Payahead:
Any Scheduled Payment intended by the related Mortgagor to be applied in
a Due
Period subsequent to the Due Period in which such payment was
received.
Payoff:
Any payment of principal on a Mortgage Loan equal to the entire outstanding
Stated Principal Balance of such Mortgage Loan, if received in advance
of the
last scheduled Due Date for such Mortgage Loan and accompanied by an amount
of
interest equal to accrued unpaid interest on the Mortgage Loan to the date
of
such payment-in-full.
Percentage
Interest: As to any Certificate, the percentage interest evidenced thereby
in
distributions required to be made on the related Class, such percentage
interest
being set forth on the face thereof or equal to the percentage obtained
by
dividing the Denomination of such Certificate by the aggregate of the
Denominations of all Certificates of the same Class.
Permitted
Transferee: Any person other than (i) the United States, any State or political
subdivision thereof, 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) which 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, (v) a Person that is not a United
States
Person, and (vi) a Person designated as a non-Permitted Transferee by the
Depositor based upon an Opinion of Counsel that the Transfer of an Ownership
Interest in a Residual Certificate to such Person may cause any REMIC created
hereunder to fail to qualify as a REMIC at any time that the 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, limited
liability company, joint-stock company, trust, unincorporated organization
or
government, or any agency or political subdivision thereof.
Physical
Certificates: As specified in the Preliminary Statement.
Prepayment
Charge: With respect to any Mortgage Loan, any charge required to be paid
if the
Mortgagor prepays such Mortgage Loan as provided in the related Mortgage
Note or
Mortgage.
Pre-Funding
Account: The separate Eligible Account created and maintained by the Trustee
with respect to the Mortgage Loans pursuant to Section 3.05(f) in the name
of
the Trustee for the benefit of the Certificateholders and designated “U.S. Bank
National Association, in trust for registered holders of Home Equity Mortgage
Pass-Through Certificates, Series 2006-4.” Funds in the Pre-Funding Account
shall be held in trust for the Certificateholders for the uses and purposes
set
forth in this Agreement and shall not be a part of any REMIC created hereunder;
provided, however, that any investment income earned from Eligible Investments
made with funds in the Pre-Funding Account shall be for the account of
the
Depositor.
Pre-Funding
Amount: The amount deposited in the Pre-Funding Account on the Closing
Date,
which shall equal $ 53,889,040.00.
Pre-Funding
Period: the period from the Closing Date until the earliest of (i) the
date on
which the amount on deposit in the Pre-Funding Account is reduced to zero,
(ii)
the date on which an Event of Default occurs or (iii) November 24,
2006.
Prepayment
Interest Excess: As to any Mortgage Loan, Distribution Date and Principal
Prepayment in full during the portion of the related Prepayment Period
occurring
from the first day through the fourteenth day of the calendar month in
which
such Distribution Date occurs, an amount equal to interest (to the extent
received) at the applicable Mortgage Rate (giving effect to any applicable
Relief Act Reduction), as reduced by the related Expense Fee Rate on the
amount
of such Principal Prepayment for the number of days commencing on the first
day
of the calendar month in which such Distribution Date occurs and ending
on the
date on which such Principal Prepayment is so applied; provided that Prepayment
Interest Excess shall only exist with respect to any Mortgage Loan and
any
Distribution Date if the related Principal Prepayment in full is deposited
by
the applicable Servicer in the related Collection Account pursuant to Section
3.05(b)(i) hereof in the same month as such Principal Prepayment in full
is
made, to be included with distributions on such Distribution Date.
Prepayment
Interest Shortfall: As to any Mortgage Loan, Distribution Date and Principal
Prepayment, other than Principal Prepayments in full that occur during
the
portion of the Prepayment Period that is in the same calendar month as
the
Distribution Date, the difference between (i) one full month’s interest at the
applicable Mortgage Rate (giving effect to any applicable Relief Act Reduction),
as reduced by the Expense Fee Rate, on the Stated Principal Balance of
such
Mortgage Loan immediately prior to such Principal Prepayment and (ii) the
amount
of interest actually received that accrued during the month immediately
preceding such Distribution Date or, with respect to any Mortgage Loan
with a
Due Date other than the first of the month, the amount of interest actually
received that accrued during the one-month period immediately preceding
the Due
Date following the Principal Prepayment, with respect to such Mortgage
Loan in
connection with such Principal Prepayment.
Prepayment
Period: With respect to each Distribution Date (other than the September
2006
Distribution Date), each Mortgage Loan and each Payoff, the related “Prepayment
Period” will be the 15th
of the
month preceding the month in which the related Distribution Date occurs
through
the 14th
of the
month in which the related Distribution Date occurs. With respect to the
September 2006 Distribution Date, each Mortgage Loan and each Payoff, the
related “Prepayment Period” will be August 1, 2006 through September 14, 2006.
With respect to each Distribution Date and each Curtailment, the related
“Prepayment Period” will be the calendar month preceding the month in which the
related Distribution Date occurs.
Principal
Payment Amount: For any Distribution Date, an amount equal to the Principal
Remittance Amount plus any Excess Cashflow Loss Payment for such date,
minus the
Overcollateralization Release Amount, if any, for such date.
Principal
Prepayment: Any payment of principal on a Mortgage Loan which constitutes
a
Payoff or Curtailment.
Principal
Remittance Amount: For any Distribution Date, an amount equal to (A) the
sum of
(1) all principal collected (other than Payaheads) or advanced in respect
of
Scheduled Payments on the Mortgage Loans during the related Due Period
(less
unreimbursed Advances, Servicing Advances and other amounts due to each
Servicer
and the Trustee with respect to the Mortgage Loans, to the extent allocable
to
principal) and the principal portion of Payaheads previously received and
intended for application in the related Due Period, (2) all Principal
Prepayments on the Mortgage Loans received during the related Prepayment
Period,
(3) the outstanding principal balance of each Mortgage Loan that was repurchased
by the Seller, the Terminating Entity or by any Special Servicer during
the
calendar month immediately preceding such Distribution Date, (4) the portion
of
any Substitution Adjustment Amount paid with respect to any Deleted Mortgage
Loans during the calendar month immediately preceding such Distribution
Date
allocable to principal, (5) all Liquidation Proceeds, and any Insurance
Proceeds
and other recoveries (net of unreimbursed Advances, Servicing Advances
and other
expenses, to the extent allocable to principal) and Net Recoveries collected
with respect to the Mortgage Loans during the prior calendar month, to
the
extent allocable to principal, (6) amounts withdrawn from the Swap Account
to
cover Realized Losses on the Mortgage Loans incurred during the related
Collection Period and (7) with respect to the Distribution Date in November
2006, the amount remaining in the Pre-Funding Account at the end of the
Pre-Funding Period minus (B) the sum of (1) amounts payable by the Trust
to the
Counterparty in respect of Net Swap Payments and Swap Termination Payments
(other than Swap Termination Payments resulting from a Counterparty Trigger
Event and to the extent not paid by the Supplemental Interest Trust Trustee
from
any upfront payment received pursuant to any related replacement swap agreement
that may be entered into by the Supplemental Interest Trust Trustee) for
such
Distribution Date (or, if such Distribution Date is not also a Swap Payment
Date, for the related Swap Payment Date) to the extent not paid from the
Interest Remittance Amount for such Distribution Date and the extent remaining
unpaid from any previous Distribution Date and (2) the Capitalization
Reimbursement Amount for such Distribution Date.
Prospectus
Supplement: The Prospectus Supplement dated August 28, 2006 relating to
the
Offered Certificates.
PUD:
Planned Unit Development.
Qualified
Insurer: A mortgage guaranty insurance company duly qualified as such under
the
laws of the state of its principal place of business and each state having
jurisdiction over such insurer in connection with the insurance policy
issued by
such insurer, duly authorized and licensed in such states to transact a
mortgage
guaranty insurance business in such states and to write the insurance provided
by the insurance policy issued by it, approved as a Xxxxxx Mae- or Xxxxxxx
Mac-approved mortgage insurer or having a claims paying ability rating
of at
least “AA” or equivalent rating by at least two nationally recognized
statistical rating organizations. Any replacement insurer with respect
to a
Mortgage Loan must have at least as high a claims paying ability rating
as the
insurer it replaces had on the Closing Date.
Qualified
Substitute Mortgage Loan: A Mortgage Loan substituted by the Seller for
a
Deleted Mortgage Loan which must, on the date of such substitution, as
confirmed
in a Request for Release, substantially in the form of Exhibit M (i) have
a
Stated Principal Balance, after deduction of the principal portion of the
Scheduled Payment due in the month of substitution (or, in the case of
a
substitution of more than one mortgage loan for a Deleted Mortgage Loan,
an
aggregate principal balance), not in excess of, and not more than 10% less
than
the Stated Principal Balance of the Deleted Mortgage Loan; (ii) be accruing
interest at a rate no lower than and not more than 1% per annum higher
than,
that of the Deleted Mortgage Loan; (iii) have a Combined Loan-to-Value
Ratio no
higher than that of the Deleted Mortgage Loan; (iv) have a remaining term
to
maturity no greater than (and not more than one year less than that of)
the
Deleted Mortgage Loan; and (v) comply with each representation and warranty
set
forth in Section 2.03(f).
Rating
Agency: Fitch, Moody’s, S&P and DBRS. If either such organization or a
successor is no longer in existence, “Rating Agency” shall be such nationally
recognized statistical rating organization, or other comparable Person,
as is
designated by the Depositor, notice of which designation shall be given
to the
Trustee and the Servicers. References herein to a given rating or rating
category of a Rating Agency shall mean such rating category without giving
effect to any modifiers.
Ratings:
As of any date of determination, the ratings, if any, of the Certificates
as
assigned by the Rating Agencies.
Realized
Loss: With respect to each Liquidated Mortgage Loan, an amount (not less
than
zero or greater than the Stated Principal Balance of the Mortgage Loan)
as of
the date of such liquidation, equal to (i) the Stated Principal Balance
of the
Liquidated Mortgage Loan as of the date of such liquidation, plus (ii)
interest
at the Net Mortgage Rate from the related Due Date as to which interest
was last
paid or advanced (and not reimbursed) to the related Certificateholders
up to
the related Due Date in the month in which Liquidation Proceeds are required
to
be distributed on the Stated Principal Balance of such Liquidated Mortgage
Loan
from time to time, minus (iii) the Liquidation Proceeds, if any, received
during
the month in which such liquidation occurred, to the extent applied as
recoveries of interest at the Net Mortgage Rate and to principal of the
Liquidated Mortgage Loan. Any Charged Off Loan will give rise to a Realized
Loss
(calculated as if clause (iii) of the previous sentence is equal to zero)
at the
time it is charged off, as described in Section 3.11(a)(iii)
hereof.
If
a
Servicer receives Net Recoveries with respect to any Charged Off Loan,
the
amount of the Realized Loss with respect to that Charged Off Loan will
be
reduced to the extent such recoveries are applied to principal distributions
on
any Distribution Date.
Realized
Loss Percentage: For the purposes of the Ocwen Termination Test, and with
respect to the Ocwen Serviced Loans, respectively, and any Distribution
Date,
the percentage produced by the following calculation: (i) the aggregate
amount
of cumulative Realized Losses incurred on the Ocwen Serviced Loans from
the
Cut-off Date through the last day of the related Due Period, minus (ii)
any Net
Recoveries on such Ocwen Serviced Loans, divided by (iii) the aggregate
Cut-off
Date Principal Balance of the Ocwen Serviced Loans.
Record
Date: With respect to the Certificates (other than the LIBOR Certificates
and
the Class A-1 Certificates and Class A-2 Certificates which are Book-Entry
Certificates) and any Distribution Date, the close of business on the last
Business Day of the month preceding the month in which such applicable
Distribution Date occurs. With respect to the LIBOR Certificates and the
Class
A-1 Certificates and Class A-2 Certificates which are Book-Entry Certificates
and any Distribution Date, the close of business on the Business Day preceding
such Distribution Date.
Reference
Bank Rate: With respect to any Interest Accrual Period, as follows: the
arithmetic mean (rounded upwards, if necessary, to the nearest one sixteenth
of
a percent) of the offered rates for United States dollar deposits for one
month
which are offered by the Reference Banks as of 11:00 A.M., London, England
time,
on the second LIBOR Business Day prior to the first day of such Interest
Accrual
Period to prime banks in the London interbank market for a period of one
month
in amounts approximately equal to the aggregate Class Principal Balance
of the
LIBOR Certificates; 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 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 time, on such
date for
loans in U.S. Dollars to leading European Banks for a period of one month
in
amounts approximately equal to the aggregate Class Principal Balance of
the
LIBOR Certificates. If no such quotations can be obtained, the Reference
Bank
Rate shall be LIBOR applicable to the preceding Distribution Date; provided
however, that if, under the priorities indicated above, LIBOR for a Distribution
Date would be based on LIBOR for the previous Payment Date for the third
consecutive Distribution Date, the Trustee shall select an alternative
comparable index over which the Trustee has no control, used for determining
one-month Eurodollar lending rates that is calculated and published or
otherwise
made available by an independent party.
Reference
Banks: Barclays Bank PLC, National Westminster Bank and Abbey National
PLC.
Regular
Certificates: As specified in the Preliminary Statement.
Released
Loan: Any Charged Off Loan that is released by Ocwen or SPS to the Class
X-2
Certificateholders pursuant to Section 3.11(a), generally on the date that
is
six months after the date on which Ocwen or SPS begins using Ocwen Special
Servicing or SPS Special Servicing, as applicable, on such Charged Off
Loans.
Any Released Loan will no longer be an asset of any REMIC or the Trust
Fund.
Relief
Act: The Servicemembers Civil Relief Act or any similar state or local
law or
regulation.
Relief
Act Reductions: With respect to any Distribution Date and any Mortgage
Loan as
to which there has been a reduction in the amount of interest or principal
collectible thereon (attributable to any previous month) as a result of
the
application of the Relief Act or similar state law or regulation, the amount,
if
any, by which (i) interest and/or principal collectible on such Mortgage
Loan
for the most recently ended calendar month is less than (ii) interest and/or
principal accrued thereon for such month pursuant to the Mortgage
Note.
REMIC:
A
“real estate mortgage investment conduit” within the meaning of section 860D of
the Code.
REMIC
1:
The segregated pool of assets subject hereto, constituting the primary
trust
created hereby and to be administered hereunder, with respect to which
a REMIC
election is to be made consisting of: (i) such Mortgage Loans as from time
to
time are subject to this Agreement (other than any Prepayment Charges),
together
with the Mortgage Files relating thereto, and together with all collections
thereon and proceeds thereof, (ii) any REO Property, together with all
collections thereon and proceeds thereof, (iii) the Trustee’s rights with
respect to the Mortgage Loans under all insurance policies, including any
Primary Insurance Policy, required to be maintained pursuant to this Agreement
and any proceeds thereof and (iv) the Collection Account and the Certificate
Account (subject to the last sentence of this definition) and such assets
that
are deposited therein from time to time and any investments thereof.
Notwithstanding the foregoing, however, a REMIC election will not be made
with
respect to the Basis Risk Reserve Fund, Pre-Funding Account, the Capitalized
Interest Account and the Swap Account.
REMIC
1
Regular Interest LTI-1: One of the separate non-certificated beneficial
ownership interests in REMIC 1 issued hereunder and designated as a Regular
Interest in REMIC 1. REMIC 1 Regular Interest LTI-1 shall accrue interest
at the
related Uncertificated REMIC 1 Pass-Through Rate in effect from time to
time,
and shall be entitled to distributions of principal, subject to the terms
and
conditions hereof, in an aggregate amount equal to its initial Uncertificated
Principal Balance as set forth in the Preliminary Statement hereto.
REMIC
1
Regular Interest LTI-PF: One of the separate non-certificated beneficial
ownership interests in REMIC 1 issued hereunder and designated as a Regular
Interest in REMIC 1. REMIC 1 Regular Interest LTI-PF shall accrue interest
at
the related Uncertificated REMIC 1 Pass-Through Rate in effect from time
to
time, and shall be entitled to distributions of principal, subject to the
terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
1
Regular Interest LTI-S1: One of the separate non-certificated beneficial
ownership interests in REMIC 1 issued hereunder and designated as a Regular
Interest in REMIC 1. REMIC 1 Regular Interest LTI-S1 shall accrue interest
at
the related Uncertificated REMIC 1 Pass-Through Rate in effect from time
to
time, and shall not be entitled to distributions of principal.
REMIC
1
Regular Interest LTI-S2: One of the separate non-certificated beneficial
ownership interests in REMIC 1 issued hereunder and designated as a Regular
Interest in REMIC 1. REMIC 1 Regular Interest LTI-S2 shall accrue interest
at
the related Uncertificated REMIC 1 Pass-Through Rate in effect from time
to
time, and shall not be entitled to distributions of principal.
REMIC
1
Regular Interest LTI-AR: One of the separate non-certificated beneficial
ownership interests in REMIC 1 issued hereunder and designated as a Regular
Interest in REMIC 1. REMIC 1 Regular Interest LTI-AR shall accrue interest
at
the related Uncertificated REMIC 1 Pass-Through Rate in effect from time
to
time, and shall be entitled to distributions of principal, subject to the
terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
1
Regular Interest LTI-P: One of the separate non-certificated beneficial
ownership interests in REMIC 1 issued hereunder and designated as a Regular
Interest in REMIC 1. REMIC 1 Regular Interest LTI-P shall accrue interest
at the
related Uncertificated REMIC 1 Pass-Through Rate in effect from time to
time,
and shall be entitled to distributions of principal, subject to the terms
and
conditions hereof, in an aggregate amount equal to its initial Uncertificated
Principal Balance as set forth in the Preliminary Statement hereto.
REMIC
1
Regular Interests: REMIC 1 Regular Interest LTI-1, LTI-PF, LTI-AR, LTI-P,
LTI-S1
and LTI-S2.
REMIC
2:
The segregated pool of assets consisting of all of the REMIC 1 Regular
Interests
conveyed in the trust to the Trustee, for the benefit of the Holders of
the
REMIC 2 Regular Interests and the Class A-R Certificates (in respect of
the
Class R-2 Interest), pursuant to Article II hereunder, and all amounts
deposited
therein, with respect to which a separate REMIC election is to be
made.
REMIC
2
Net WAC Rate: With respect to any Distribution Date, a per annum rate equal
to
the weighted average of the Uncertificated REMIC 1 Pass-Through Rates on
the
REMIC 1 Regular Interest LTI-1 and REMIC 1 Regular Interest LTI-1PF, weighted
on
the basis of such respective Uncertificated Principal Balances thereof
immediately preceding such Distribution Date.
REMIC
2
Regular Interest: Any of the separate non-certificated beneficial ownership
interests in REMIC 2 issued hereunder and designated as a “regular interest” in
REMIC 2. Each REMIC 2 Regular Interest shall accrue interest at the related
Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and
shall
be entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Principal
Balance as set forth in the Preliminary Statement hereto. The designations
for
the respective REMIC 2 Regular Interests are set forth in the Preliminary
Statement hereto.
REMIC
2
Regular Interest MTI-1-A: One of the separate non-certificated beneficial
ownership interests in REMIC 2 issued hereunder and designated as a Regular
Interest in REMIC 2. REMIC 2 Regular Interest MTI-1-A shall accrue interest
at
the related Uncertificated REMIC 2 Pass-Through Rate in effect from time
to
time, and shall be entitled to distributions of principal, subject to the
terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
2
Regular Interest MTI-1-B: One of the separate non-certificated beneficial
ownership interests in REMIC 2 issued hereunder and designated as a Regular
Interest in REMIC 2. REMIC 2 Regular Interest MTI-1-B shall accrue interest
at
the related Uncertificated REMIC 2 Pass-Through Rate in effect from time
to
time, and shall be entitled to distributions of principal, subject to the
terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
2
Regular Interest MTI-A-1: One of the separate non-certificated beneficial
ownership interests in REMIC 2 issued hereunder and designated as a Regular
Interest in REMIC 2. REMIC 2 Regular Interest MTI-A-1 shall accrue interest
at
the related Uncertificated REMIC 2 Pass-Through Rate in effect from time
to
time, and shall be entitled to distributions of principal, subject to the
terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
2
Regular Interest MTI-A-2: One of the separate non-certificated beneficial
ownership interests in REMIC 2 issued hereunder and designated as a Regular
Interest in REMIC 2. REMIC 2 Regular Interest MTI-A-2 shall accrue interest
at
the related Uncertificated REMIC 2 Pass-Through Rate in effect from time
to
time, and shall be entitled to distributions of principal, subject to the
terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
2
Regular Interest MTI-S: One of the separate non-certificated beneficial
ownership interests in REMIC 2 issued hereunder and designated as a Regular
Interest in REMIC 2. REMIC 2 Regular Interest MTI-S shall accrue interest
at the
related Uncertificated REMIC 2 Pass-Through Rate in effect from time to
time,
and shall not be entitled to distributions of principal as set forth in
the
Preliminary Statement hereto.
REMIC
2
Regular Interest MTI-AR: One of the separate non-certificated beneficial
ownership interests in REMIC 2 issued hereunder and designated as a Regular
Interest in REMIC 2. REMIC 2 Regular Interest MTI-AR shall accrue interest
at
the related Uncertificated REMIC 2 Pass-Through Rate in effect from time
to
time, and shall be entitled to distributions of principal, subject to the
terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
2
Regular Interest MTI-P: One of the separate non-certificated beneficial
ownership interests in REMIC 2 issued hereunder and designated as a Regular
Interest in REMIC 2. REMIC 2 Regular Interest MTI-P shall accrue interest
at the
related Uncertificated REMIC 2 Pass-Through Rate in effect from time to
time,
and shall be entitled to distributions of principal, subject to the terms
and
conditions hereof, in an aggregate amount equal to its initial Uncertificated
Principal Balance as set forth in the Preliminary Statement hereto.
REMIC
2
Regular Interest MTI-X1: One of the separate non-certificated beneficial
ownership interests in REMIC 2 issued hereunder and designated as a Regular
Interest in REMIC 2. REMIC 2 Regular Interest MTI-X1 shall accrue interest
at
the related Uncertificated REMIC 2 Pass-Through Rate in effect from time
to
time, and shall be entitled to distributions of principal, subject to the
terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Interest Loss Allocation Amount: With respect to any Distribution Date,
an
amount equal to (a) the product of (i) the aggregate Stated Principal Balance
of
the Mortgage Loans and related REO Properties then outstanding and (ii)
the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest MTII-AA
minus the Marker Rate, divided by (b) 12.
REMIC
3
Overcollateralization Amount: With respect to any date of determination,
(i) 1%
of the aggregate Uncertificated Principal Balances of the REMIC 3 Regular
Interests minus (ii) the aggregate Uncertificated Principal Balances of
REMIC 3
Regular Interests XXXX-X-0, XXXX-X-0, XXXX-X-0, MTII-M-1, MTII-M-2, MTII-M-3,
MTII-M-4, MTII-M-5, MTII-M-6, MTII-M-7, MTII-M-8, MTII-M-9, XXXX-X-0, XXXX-X-0,
MTII-R and MTII-P, in each case as of such date of determination.
REMIC
3
Principal Loss Allocation Amount: With respect to any Distribution Date,
an
amount equal to the product of (i) the aggregate Stated Principal Balance
of the
Mortgage Loans and related REO Properties then outstanding and (ii) 1 minus
a
fraction, the numerator of which is two times the aggregate Uncertificated
Principal Balance of REMIC 3 Regular Interests XXXX-X-0, XXXX-X-0, XXXX-X-0,
MTII-M-1, MTII-M-2, MTII-M-3, MTII-M-4, MTII-M-5, MTII-M-6, MTII-M-7, MTII-M-8,
MTII-M-9, MTII-B-1 and MTII-B-2, and the denominator of which is the aggregate
Uncertificated Principal Balance of REMIC 3 Regular Interests XXXX-X-0,
XXXX-X-0, XXXX-X-0, MTII-M-1, MTII-M-2, MTII-M-3, MTII-M-4, MTII-M-5, MTII-M-6,
MTII-M-7, MTII-M-8, MTII-M-9, XXXX-X-0, XXXX-X-0, and MTII-ZZ.
REMIC
3
Regular Interest MTII-AA: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-AA shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time
to
time, and shall be entitled to distributions of principal, subject to the
terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-A-1: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-A-1 shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time
to
time, and shall be entitled to distributions of principal, subject to the
terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-A-2: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-A-2 shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time
to
time, and shall be entitled to distributions of principal, subject to the
terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-A-3: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-A-3 shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time
to
time, and shall be entitled to distributions of principal, subject to the
terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-M-1: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-M-1 shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time
to
time, and shall be entitled to distributions of principal, subject to the
terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-M-2: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-M-2 shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time
to
time, and shall be entitled to distributions of principal, subject to the
terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-M-3: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-M-3 shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time
to
time, and shall be entitled to distributions of principal, subject to the
terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-M-4: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-M-4 shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time
to
time, and shall be entitled to distributions of principal, subject to the
terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-M-5: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-M-5 shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time
to
time, and shall be entitled to distributions of principal, subject to the
terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-M-6: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-M-6 shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time
to
time, and shall be entitled to distributions of principal, subject to the
terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-M-7: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-M-7 shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time
to
time, and shall be entitled to distributions of principal, subject to the
terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-M-8: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-M-8 shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time
to
time, and shall be entitled to distributions of principal, subject to the
terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-M-9: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-M-9 shall accrue interest
at
the related Uncertificated REMIC 2 Pass-Through Rate in effect from time
to
time, and shall be entitled to distributions of principal, subject to the
terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-B-1: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-B-1 shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time
to
time, and shall be entitled to distributions of principal, subject to the
terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-B-2: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-B-2 shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time
to
time, and shall be entitled to distributions of principal, subject to the
terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-P: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-P shall accrue interest
at
the related Uncertificated REMIC 2 Pass-Through Rate in effect from time
to
time, and shall be entitled to distributions of principal, subject to the
terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-R: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-R shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time
to
time, and shall be entitled to distributions of principal, subject to the
terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-S: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-S shall accrue interest
as
set forth in the Preliminary Statement hereto. REMIC 2 Regular Interest
MTII-S
shall not be entitled to distributions of principal.
REMIC
3
Regular Interest MTII-ZZ: One of the separate non-certificated beneficial
ownership interests in REMIC 3 issued hereunder and designated as a Regular
Interest in REMIC 3. REMIC 3 Regular Interest MTII-ZZ shall accrue interest
at
the related Uncertificated REMIC 3 Pass-Through Rate in effect from time
to
time, and shall be entitled to distributions of principal, subject to the
terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
REMIC
3
Regular Interest MTII-ZZ Maximum Interest Deferral Amount: With respect
to any
Distribution Date, the excess of (i) REMIC 3 Uncertificated Accrued Interest
calculated with the Uncertificated Pass-Through Rate for REMIC 3 Regular
Interest MTII-ZZ and an Uncertificated Principal Balance equal to the excess
of
(x) the Uncertificated Principal Balance of REMIC 3 Regular Interest MTII-ZZ
over (y) the REMIC 3 Overcollateralization Amount, in each case for such
Distribution Date, over (ii) the sum of REMIC 3 Uncertificated Accrued
Interest
on REMIC 3 Regular Interests XXXX-X-0, XXXX-X-0, XXXX-X-0, MTII-M-1, MTII-M-2,
MTII-M-3, MTII-M-4, MTII-M-5, MTII-M-6, MTII-M-7, MTII-M-8, MTII-M-9, MTII-B-1
and MTII-B-2, and the denominator of which is the aggregate Uncertificated
Principal Balance of REMIC 3 Regular Interests XXXX-X-0, XXXX-X-0, XXXX-X-0,
MTII-M-1, MTII-M-2, MTII-M-3, MTII-M-4, MTII-M-5, MTII-M-6, MTII-M-7, MTII-M-8,
MTII-M-9, MTII-B-1 and MTII-B-2, with the rates on the REMIC 3 Regular
Interests
XXXX-X-0, XXXX-X-0, XXXX-X-0, MTII-M-1, MTII-M-2, MTII-M-3, MTII-M-4, MTII-M-5,
MTII-M-6, MTII-M-7, MTII-M-8, MTII-M-9, MTII-B-1 and MTII-B-2, and the
denominator of which is the aggregate Uncertificated Principal Balance
of REMIC
3 Regular Interests XXXX-X-0, XXXX-X-0, XXXX-X-0, MTII-M-1, MTII-M-2, MTII-M-3,
MTII-M-4, MTII-M-5, MTII-M-6, MTII-M-7, MTII-M-8, MTII-M-9, MTII-B-1 and
MTII-B-2 subject to a cap, for the purpose of this calculation, equal to
the
Pass-Through Rate for the Corresponding Certificate and with the rate on
the
REMIC 3 Regular Interest MTII-ZZ subject to a cap, for the purpose of this
calculation, equal to zero.
REMIC
3
Regular Interests: REMIC 3 Regular Interest MTII-AA, REMIC 3 Regular Interest
MTII-A-1, REMIC 3 Regular Interest MTII-A-2, REMIC 3 Regular Interest MTII-A-3,
REMIC 3 Regular Interest MTII-M-1, REMIC 3 Regular Interest MTII-M-2, REMIC
3
Regular Interest MTII-M-3, REMIC 3 Regular Interest MTII-M-4, REMIC 3 Regular
Interest MTII-M-5, REMIC 3 Regular Interest MTII-M-6, REMIC 3 Regular Interest
MTII-M-7, REMIC 3 Regular Interest MTII-M-8, REMIC 3 Regular Interest MTII-M-9,
REMIC 3 Regular Interest MTII-B-1, REMIC 3 Regular Interest MTII-B-2, REMIC
3
Regular Interest MTII-S, REMIC 3 Regular Interest MTII-ZZ, REMIC 3 Regular
Interest MTII-P, REMIC 3 Regular Interest MTII-IO and REMIC 3 Regular Interest
MTII-R.
REMIC
3
Targeted Overcollateralization Amount: 1% of the Targeted Overcollateralization
Amount.
REMIC
4:
The segregated pool of assets consisting of all of the REMIC 3 Regular
Interests
conveyed in the trust to the Trustee, for the benefit of the Holders of
the
Regular Certificates and the Class A-R Certificates (in respect of the
Class R-4
Interest), and all amounts deposited therein, with respect to which a separate
REMIC election is to be made.
REMIC
4
Regular Interests: The Regular Certificates.
REMIC
Provisions: Provisions of the federal income tax law relating to real estate
mortgage investment conduits, which appear at sections 860A through 860G
of
Subchapter M of Chapter 1 of the Code, and related provisions, and regulations
promulgated thereunder, as the foregoing may be in effect from time to
time.
REMIC
Regular Interests: The REMIC 1 Regular Interests, REMIC 2 Regular Interests
and
REMIC 3 Regular Interests.
REO
Property: A Mortgaged Property acquired by the Trust Fund through foreclosure
or
deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan
and,
for the avoidance of doubt, following the satisfaction of any related First
Mortgage Loan.
Reportable
Event: As defined in Section 8.12(a)(ii).
Repurchase
Price: With respect to any Mortgage Loan required to be purchased by the
Seller
pursuant to this Agreement or purchased by a Special Servicer pursuant
to this
Agreement, an amount equal to the sum of (i) 100% of the unpaid principal
balance of the Mortgage Loan on the date of such purchase, (ii) accrued
unpaid
interest thereon at the applicable Mortgage Rate from the date through
which
interest was last paid by the Mortgagor to the Due Date in the month in
which
the Repurchase Price is to be distributed to Certificateholders, (iii)
any
unreimbursed Servicing Advances (or, in the case of any Mortgage Loan purchased
by any Special Servicer, any unreimbursed Servicing Advances payable to
any
Servicer) and (iv) any costs and damages actually incurred and paid by
or on
behalf of the Trust (including, but not limited to late fees) in connection
with
any breach of the representation and warranty set forth in clause (xx)
of
Schedule IV hereto as the result of a violation of a predatory or abusive
lending law applicable to such Mortgage Loan.
Request
for Release: The Request for Release submitted by a Servicer to the Trustee,
substantially in the form of Exhibit M.
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.
Required
Reserve Fund Deposit: With respect to any Distribution
Date,
the excess, if any, of (i) $1,000 over (ii) the amount of funds on deposit
in
the Basis Risk Reserve Fund prior to deposits thereto on such Distribution
Date.
Residual
Certificates: As specified in the Preliminary Statement.
Responsible
Officer: When used with respect to the Trustee or the Servicer, any Vice
President, any Assistant Vice President, any Assistant Secretary, any Trust
Officer or any other officer of the Trustee or the Servicer, as applicable,
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
the particular subject and who shall have direct responsibility for the
administration of this Agreement.
Rolling
Three Month Delinquency Rate: For any Distribution Date will be the fraction,
expressed as a percentage, equal to the average of the Delinquency Rates
for
each of the three (or one and two, in the case of the first and second
Distribution Dates, respectively) immediately preceding months.
SAIF:
The
Savings Association Insurance Fund, or any successor thereto.
S&P:
Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc. For
purposes of Section 10.05(b) the address for notices to S&P shall be
Standard & Poor’s, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Mortgage Surveillance Monitoring, or such other address as S&P may hereafter
furnish to the Depositor, the Servicers and the Trustee.
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 pursuant to
the
terms of the related Mortgage Note, as reduced by any Relief Act
Reductions.
Second
Mortgage Loan: A Mortgage Loan that is secured by a second lien on the
Mortgaged
Property securing the related Mortgage Note.
Securities
Act: The Securities Act of 1933, as amended.
Seller:
DLJ Mortgage Capital, Inc.
Senior
Certificates: As specified in the Preliminary Statement.
Senior
Enhancement Percentage: For any Distribution Date, the fraction, expressed
as a
percentage, the numerator of which is the sum of the aggregate Class Principal
Balance of the Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5, Class
M-6, Class M-7, Class M-8, Class M-9, Class B-1 and Class B-2 Certificates
and
the Overcollateralization Amount (which, for purposes of this definition
only,
shall not be less than zero), in each case after giving effect to payments
on
such Distribution Date (assuming no Trigger Event is in effect), and the
denominator of which is the Aggregate Collateral Balance for such Distribution
Date.
Senior
Principal Payment Amount: For any Distribution Date on or after the Stepdown
Date and as long as a Trigger Event is not in effect with respect to such
Distribution Date, will be the amount, if any, by which (x) the aggregate
Class
Principal Balance of the Class A-1, Class A-2, Class A-3, Class P and Class
A-R
Certificates immediately prior to such Distribution Date exceeds (y) the
lesser
of (A) the product of (i) 40.82% and (ii) the Aggregate Collateral Balance
for
such Distribution Date and (B) the amount, if any, by which (i) the Aggregate
Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the
Aggregate Collateral Balance as of the Cut-off Date.
Servicer:
SPS or Ocwen, as applicable, or their successors in interest, or any successor
servicer appointed as provided herein.
Servicer
Employee: As defined in Section 3.18.
Servicer
Cash Remittance Date: With respect to each Distribution Date, the second
Business Day immediately preceding such Distribution Date.
Servicer
Data Remittance Date: With respect to each Distribution Date, the second
Business Day immediately following the 15th day of the month of such
Distribution Date.
Servicing
Advance: All customary, reasonable and necessary “out of pocket” costs and
expenses incurred in the performance by a Servicer of its servicing obligations,
including, but not limited to, the cost (including reasonable attorneys’ fees
and disbursements) of (i) the inspection, preservation, restoration and
protection of a Mortgaged Property, (ii) any expenses reimbursable to such
Servicer pursuant to Section 3.11 and 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 on
the MERS
System; (iii) the management and liquidation of any REO Property (including
default management and similar services, appraisal services and real estate
broker services); (iv) any expenses incurred by such Servicer in connection
with
obtaining an environmental inspection or review pursuant to Section 3.11(a)(v)
and (vi); (v) compliance with the obligations under Section 3.01, 3.09
and
3.11(b); (vi) the cost of obtaining any broker’s price opinion in accordance
with Section 3.11 hereof; (vii) the costs of obtaining an Opinion of Counsel
pursuant to Section 3.11(c) hereof; (viii) expenses incurred in connection
with
any instrument of satisfaction or deed of reconveyance as described in
Section
3.12 hereof; (ix) expenses incurred in connection with the recordation
of
Assignments of Mortgage or substitutions of trustees and (x) obtaining
any legal
documentation required to be included in a Mortgage File and/or correcting
any
outstanding title issues (ie. any lien or encumbrance on the related Mortgaged
Property that prevents the effective enforcement of the intended lien position)
reasonably necessary for such Servicer to perform its obligations under
this
Agreement.
Servicing
Criteria: The criteria set forth in paragraph (d) of Item 1122 of Regulation
AB,
as such may be amended from time to time.
Servicing
Fee: As to each Mortgage Loan and any Distribution Date, an amount equal
to one
month’s interest at the Servicing Fee Rate on the Stated Principal Balance of
such Mortgage Loan as of the Due Date in the month of such Distribution
Date
(prior to giving effect to any Scheduled Payments due on such Mortgage
Loan on
such Due Date), subject to reduction as provided in Section 3.05(b)(vi).
Servicing
Fee Rate: With respect to each SPS
Serviced
Loan, the “SPS Servicing Fee Rate” as defined in the SPS Letter Agreement, which
rate may increase up to 0.50% per annum. With respect to each Ocwen Serviced
Loan, the “Ocwen Servicing Fee Rate” as defined in the Ocwen Letter Agreement,
which rate may increase up to 0.50% per annum. In the event of the appointment
of a successor servicer pursuant to Section 6.04 hereof, the Servicing
Fee Rate
as to each SPS Serviced Loan or Ocwen Serviced Loan, as applicable, may
increase
to up to 0.50% per annum.
Servicing
Officer: With respect to each Servicer, any representative of that Servicer
involved in, or responsible for, the administration and servicing of the
related
Mortgage Loans whose name and specimen signature appear on a list of servicing
officers furnished to the Trustee by such Servicer on the Closing Date
pursuant
to this Agreement, as such list may from time to time be amended.
Significance
Percentage: With respect to each Distribution Date and the Swap Agreement,
the
amount calculated by the Trustee in accordance with DLJMC’s internal risk
management process in respect of similar instruments, such calculation
to be
performed as agreed by the Trustee and the Depositor.
Significant
Net Recoveries: With respect to a defaulted Mortgage Loan, a determination
by a
Servicer that either (A) the potential Net Recoveries are anticipated to
be
greater than or equal to the sum of (i) the total indebtedness of the senior
lien on the related Mortgaged Property and (ii) $10,000 (after anticipated
expenses and attorneys’ fees) or (B) the related Mortgagor has shown a
willingness and ability to pay over the previous six months.
Special
Serviced Mortgage Loan: The Mortgage Loans for which a Special Servicer
acts as
servicer pursuant to Section 3.22.
Special
Servicer: Any special servicer appointed by the Class X-1 Certificateholder
pursuant to Section 3.22.
SPS:
Select Portfolio Servicing, Inc., a Utah corporation, and its successors
and
permitted assigns.
SPS
Letter Agreement: The securitization servicing side letter agreement, dated
as
of August 1, 2006, between the Seller and SPS, as amended, supplemented
or
superseded from tiem to time.
SPS
Serviced Loans: The Mortgage Loans identified as such on the Mortgage Loan
Schedule.
SPS
Special Servicing: With regard to any SPS Serviced Loans that become Charged
Off
Loans, the servicing of such Charged Off Loans using specialized collection
procedures (including foreclosure, if appropriate) to maximize
recoveries.
Startup
Day: August 30, 2006.
Stated
Principal Balance: As to any Mortgage Loan and Due Date, the unpaid principal
balance of such Mortgage Loan as of such Due Date as specified in the
amortization schedule at the time relating thereto (before any adjustment
to
such amortization schedule by reason of any moratorium or similar waiver
or
grace period) after giving effect to any previous Curtailments and Liquidation
Proceeds allocable to principal (other than with respect to any Liquidated
Mortgage Loan) and to the payment of principal due on such Due Date and
irrespective of any delinquency in payment by the related Mortgagor, increased
by the portion of any Capitalization Reimbursement Amount allocable to
such
Mortgage Loan; provided, however, for purposes of calculating the Servicing
Fee
and the Trustee Fee, the Stated Principal Balance of any REO will be the
unpaid
principal balance immediately prior to foreclosure.
Stepdown
Date: The date occurring on the later of (x) the Distribution Date in September
2009 and (y) the first Distribution Date on which the Senior Enhancement
Percentage (calculated for this purpose after giving effect to payments
or other
recoveries in respect of the Mortgage Loans during the related Due Period
but
before giving effect to payments on the Certificates on such Distribution
Date)
is greater than or equal to approximately 59.18%.
Subordinate
Certificates: As specified in the Preliminary Statement.
Subsequent
Mortgage Loan: Any Mortgage Loan other than an Initial Mortgage Loan conveyed
to
the Trust Fund pursuant to Section 2.01 hereof and to a Subsequent Transfer
Agreement, which Mortgage Loan shall be listed on the revised Mortgage
Loan
Schedule delivered pursuant to this Agreement and on Schedule A to such
Subsequent Transfer Agreement. When used with respect to a single Subsequent
Transfer Date, Subsequent Mortgage Loan shall mean a Subsequent Mortgage
Loan
conveyed to the Trust on that Subsequent Transfer Date.
Subsequent
Mortgage Loan Interest: Any amount constituting an Interest Remittance
Amount
(other than an amount withdrawn from the related Capitalized Interest Account
pursuant to clause (5) of the definition of “Interest Remittance Amount”)
received or advanced with respect to a Subsequent Mortgage Loan during
the Due
Periods relating to the September 2006, October 2006 or November 2006
Distribution Dates, but only to the extent of the excess of such amount
over the
amount of interest accruing on such Subsequent Mortgage Loan during the
related
period at a per annum rate equal to 5.60%, 5.95% and 6.13%, respectively.
The
Subsequent Mortgage Loan Interest shall not be an asset of any
REMIC.
Subsequent
Transfer Agreement: A Subsequent Transfer Agreement substantially in the
form of
Exhibit N hereto, executed and delivered by the related Servicer, the Depositor,
the Seller and the Trustee as provided in Section 2.01 hereof.
Subsequent
Transfer Date: For any Subsequent Transfer Agreement, the date the related
Subsequent Mortgage Loans are transferred to the Trust Fund pursuant to
the
related Subsequent Transfer Agreement.
Subservicer:
Any subservicer which is subservicing the Mortgage Loans pursuant to a
Subservicing Agreement. Any subservicer shall meet the qualifications set
forth
in Section 3.02.
Subservicing
Agreement: An agreement between a Servicer and a Subservicer for the servicing
of the related Mortgage Loans.
Substitution
Adjustment Amount: As defined in Section 2.03.
Supplemental
Interest Trust: The corpus of a trust created pursuant to Section 4.11
of this
Agreement and designated as the “Supplemental Interest Trust,” consisting of the
Swap Agreement and the Swap Account. For the avoidance of doubt, the
Supplemental Interest Trust, the Swap Agreement and the Swap Account do
not
constitute parts of the Trust Fund or any REMIC.
Supplemental
Interest Trust Trustee: U.S. Bank National Association, a national banking
association not in its individual capacity but solely in its capacity as
supplemental interest trust trustee under the 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 Eligible Account created and initially maintained
within
the Supplemental Interest Trust by the Supplemental Interest Trust Trustee
pursuant to Section 4.11 in the name of the Supplemental Interest Trust
Trustee
for the benefit of the Certificateholders and designated “U.S. Bank National
Association in trust for registered holders of Credit Suisse First Boston
Mortgage Securities Corp., Home Equity Mortgage Pass-Through Certificates,
Series 2006-4.” Funds in the Swap Account shall be held in trust for the
Certificateholders for the uses and purposes set forth in this Agreement.
The
Swap Account will not be an asset of any REMIC. Ownership of the Swap Account
is
evidenced by the Class X-1 Certificates.
Swap
Agreement: Collectively, the ISDA Master Agreement (including the Schedule
thereto and the transaction evidenced by the related Confirmation by and
between
the Supplemental Interest Trust Trustee acting as trustee on behalf of
the
Supplemental Interest Trust and the Counterparty), forms of which are attached
hereto as Exhibit CC and Exhibit DD.
Swap
LIBOR: LIBOR as determined pursuant to the Swap Agreement.
Swap
Payment Date: A payment date as defined in the Swap Agreement.
Swap
Termination Payment: Upon the designation of an “Early Termination Date” as
defined in the Swap Agreement, the payment to be made by the Supplemental
Interest Trust Trustee to the Counterparty from payments from the Trust
Fund, or
by the Counterparty to the Supplemental Interest Trust Trustee for payment
to
the Trust Fund, as applicable, pursuant to the terms of the Swap
Agreement.
Targeted
Overcollateralization Amount: For any Distribution Date prior to the Stepdown
Date, 5.40% of the Aggregate Collateral Balance as of the Cut-off Date;
with
respect to any Distribution Date on or after the Stepdown Date and with
respect
to which a Trigger Event is not in effect, the greater of (a) 10.80% of
the
Aggregate Collateral Balance for such Distribution Date, or (b) 0.50% of
the
Aggregate Collateral Balance as of the Cut-off Date; with respect to any
Distribution Date on or after the Stepdown Date with respect to which a
Trigger
Event is in effect and is continuing, the Targeted Overcollateralization
Amount
for the Distribution Date immediately preceding such Distribution Date.
Notwithstanding the foregoing, on and after any Distribution Date following
the
reduction of the aggregate Class Principal Balance of the Class A, Class
M and
Class B Certificates to zero, the Targeted Overcollateralization Amount
shall be
zero. Upon (x) written direction by the Majority in Interest Holder of
the Class
X-1 Certificates and (y) the issuance by an affiliate of the Depositor
of a
credit enhancement contract in favor of REMIC 1 which is satisfactory to
the
Rating Agencies and (z) receipt by the Trustee of an Opinion of Counsel,
which
opinion shall not be an expense of the Trustee or the Trust Fund, but shall
be
at the expense of the Majority in Interest Holder of the Class X-1 Certificates,
to the effect that such credit enhancement contract will not cause the
imposition of any federal tax on the Trust Fund or the Certificateholders
or
cause REMIC 1, REMIC 2, REMIC 3 and REMIC 4 to fail to qualify as a REMIC
at any
time that any Certificates are outstanding, the Targeted Overcollateralization
Amount shall be reduced to the level approved by the Rating Agencies as
a result
of such credit enhancement contract. Any credit enhancement contract referred
to
in the previous sentence shall be collateralized by cash or mortgage loans,
provided that (i) the aggregate Stated Principal Balance of the mortgage
loans
collateralizing any such credit enhancement contract shall not be less
than the
excess, if any, of (x) the initial Targeted Overcollateralization Amount
over
(y) the then-current Overcollateralization Amount and (ii) the issuance
of any
credit enhancement contract supported by mortgage loans shall not result
in a
downgrading of the ratings assigned by the Rating Agencies.
Tax
Matters Person: The person designated as “tax matters person” in the manner
provided under Treasury regulation § 1.860F-4(d) and temporary Treasury
regulation § 301.6231(a)(7)-1T.
Terminating
Entity: As determined by the Trustee pursuant to Section 9.04(a). The
Terminating Entity shall be determined on each Optional Termination
Date.
Transfer:
Any direct or indirect transfer or sale of any Ownership Interest in a
Residual
Certificate.
Trigger
Event: A Trigger Event will be in effect for any Distribution Date on or
after
the Stepdown Date if (a) the Rolling Three Month Delinquency Rate as of
the last
day of the related Due Period equals or exceeds 13.51% of the Senior Enhancement
Percentage for such Distribution Date or (ii) a Cumulative Loss Event is
occurring. The Trigger Event may be amended by the parties hereto in the
future
with the consent of the Rating Agencies.
Trust
Collateral: As defined in Section 9.01(c).
Trust
Fund: Collectively, the assets of REMIC 1, REMIC 2, REMIC 3, REMIC 4, the
Pre-Funding Account, the Capitalized Interest Account, the Basis Risk Reserve
Fund and the Subsequent Mortgage Loan Interest.
Trustee:
U.S.
Bank
National Association
and its
successors and, if a successor trustee is appointed hereunder, such
successor.
Trustee
Fee: As to each Mortgage Loan and any Distribution Date, an amount equal
to one
month’s interest at the Trustee Fee Rate on the Stated Principal Balance of such
Mortgage Loan as of the Due Date in the month of such Distribution Date
(prior
to giving effect to any Scheduled Payments due on such Mortgage Loan on
such Due
Date).
Trustee
Fee Rate: With respect to any Distribution Date, 0.01% per annum.
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 Uncertificated Principal Balance
of such
REMIC Regular Interest. In each case, Uncertificated Accrued Interest will
be
reduced by any Net Prepayment Interest Shortfalls and Relief Act Reductions
(allocated to such REMIC Regular Interests based on the priorities set
forth in
Section 1.03).
Uncertificated
Notional Amount: With respect to REMIC 1 Regular Interest LTI-S1, the
Uncertificated Notional Amount shall be equal to the principal balance
of the
SPS Serviced Loans. With respect to REMIC 1 Regular Interest LTI-S2, the
Uncertificated Notional Amount shall be equal to the principal balance
of the
Ocwen Serviced Loans. With respect to REMIC 2 Regular Interest MTI-S, the
Uncertificated Notional Amount shall be equal to the Uncertificated Notional
Amount of REMIC 1 Regular Interest LTI-S1 and REMIC 1 Regular Interest
LTI-S2.
With respect to REMIC 3 Regular Interest MTII-S, the Uncertificated Notional
Amount shall be equal to the Uncertificated Notional Amount of REMIC 2
Regular
Interest MTI-S. With respect to REMIC 3 Regular Interest MTII-IO, the
Uncertificated Notional Amount shall be equal to the Uncertificated Principal
Balance of REMIC 2 Regular Interest MTI-1-A.
Uncertificated
Pass-Through Rate: The Uncertificated REMIC 1 Pass-Through Rate, the
Uncertificated REMIC 2 Pass-Through Rate and the Uncertificated REMIC 3
Pass-Through Rate.
Uncertificated
Principal Balance: With respect to each REMIC Regular Interest, the amount
of
such REMIC Regular Interest outstanding as of any date of determination.
As of
the Closing Date, the Uncertificated Principal Balance of each REMIC Regular
Interest shall equal the amount set forth in the Preliminary Statement
hereto as
its initial Uncertificated Principal Balance. On each Distribution Date,
the
Uncertificated Principal Balance of each REMIC Regular Interest shall be
reduced
by all distributions of principal made on such REMIC Regular Interest on
such
Distribution Date pursuant to Section 4.07 and, if and to the extent necessary
and appropriate, shall be further reduced on such Distribution Date by
Realized
Losses as provided in Section 4.05(b), and the Uncertificated Principal
Balance
of REMIC 3 Regular Interest MTII-ZZ shall be increased by interest deferrals
as
provided in Section 4.07. The Uncertificated Principal Balance of each
REMIC
Regular Interest that has an Uncertificated Principal Balance shall never
be
less than zero.
Uncertificated
REMIC 1 Pass-Through Rate: With respect to each REMIC 1 Regular Interest
(other
than REMIC 1 Regular Interests LTI-1PF, LTI-S1 and LTI-S2) and the Interest
Accrual Periods in September 2006, October 2006 and November 2006, a per
annum
rate equal to the Initial Mortgage Loan Net WAC Rate; with respect to REMIC
1
Regular Interest LTI-1PF and the Interest Accrual Periods in September
2006,
October 2006 and November 2006, a per annum rate equal to 5.60%, 5.95%
and
6.13%, respectively, and with respect to each REMIC 1 Regular Interest
(other
than REMIC 1 Regular Interests LTI-S1 and LTI-S2) and each Interest Accrual
Period thereafter, the weighted average of the Net Mortgage Rates on the
Mortgage Loans. With respect to REMIC 1 Regular Interest LTI-S1, a weighted
average per annum rate, determined on a Mortgage Loan by Mortgage Loan
basis
(and solely with respect to the SPS Serviced Loans), equal to the excess
of (i)
the excess of (a) the Mortgage Rate for each SPS Serviced Loan over (b)
the sum
of the SPS Servicing Fee Rate, provided, however, that such rate shall
be
subject to a cap equal to 0.50% per annum, the Credit Risk Manager Fee
Rate and
the Trustee Fee Rate, over (ii) the Net Mortgage Rate of each such Mortgage
Loan. With respect to REMIC 1 Regular Interest LTI-S2, a weighted average
per
annum rate, determined on a Mortgage Loan by Mortgage Loan basis (and solely
with respect to the Ocwen Serviced Loans), equal to the excess of (i) the
excess
of (a) the Mortgage Rate for each Ocwen Serviced Loan over (b) the sum
of the
Ocwen Servicing Fee Rate, provided, however, that such rate shall be subject
to
a cap equal to 0.50% per annum, the Credit Risk Manager Fee Rate and the
Trustee
Fee Rate, over (ii) the Net Mortgage Rate of each such Mortgage Loan.
Uncertificated
REMIC 2 Pass-Through Rate: With respect to REMIC 2 Regular Interest MTI-1-A,
a
per annum rate equal to the weighted average of the Uncertificated REMIC
1
Pass-Through Rates on REMIC 1 Regular Interest LTI-1 and REMIC 1 Regular
Interest LTI-PF multiplied by 2, subject to a maximum rate of 11.800%.
With
respect to REMIC 2 Regular Interest MTI-1-B, the greater of (x) a per annum
rate
equal to the excess, if any, of (i) 2 multiplied by the weighted average
of the
Uncertificated REMIC 1 Pass-Through Rates on REMIC 1 Regular Interest LTI-1
and
REMIC 1 Regular Interest LTI-PF over (ii) 11.800% and (y) 0.00000%. With
respect
to REMIC 2 Regular Interest MTI-A-1, REMIC 2 Regular Interest MTI-A-2 and
REMIC
2 Regular Interest MTI-X1, the weighted average of the Uncertificated REMIC
1
Pass-Through Rates on REMIC 1 Regular Interest LTI-1 and REMIC 1 Regular
Interest LTI-PF, weighted on the basis of each such REMIC 1 Regular Interest
prior to the related Distribution Date. REMIC 2 Regular Interest MTI-S
will not
have an Uncertificated REMIC 2 Pass-Through Rate, but will be entitled
to 100%
of the amounts distributed on REMIC 1 Regular Interest LTI-S1 and REMIC
1
Regular Interest LTI-S2. REMIC 2 Regular Interest MTI-P will not have an
Uncertificated REMIC 2 Pass-Through Rate, but will be entitled to 100%
of the
amounts distributed on REMIC 1 Regular Interest LTI-P. REMIC 2 Regular
Interest
MTI-AR will not have an Uncertificated REMIC 2 Pass-Through Rate, but will
be
entitled to 100% of the amounts distributed on REMIC 1 Regular Interest
LTI-AR.
Uncertificated
REMIC 3 Pass-Through Rate: With respect to REMIC 3 Regular Interest MTII-AA,
REMIC 3 Regular Interest MTII-A-1, REMIC 3 Regular Interest MTII-A-2, REMIC
3
Regular Interest MTII-A-3, REMIC 3 Regular Interest MTII-M-1, REMIC 3 Regular
Interest MTII-M-2, REMIC 3 Regular Interest MTII-M-3, REMIC 3 Regular Interest
MTII-M-4, REMIC 3 Regular Interest MTII-M-5, REMIC 3 Regular Interest MTII-M-6,
REMIC 3 Regular Interest MTII-M-7, REMIC 3 Regular Interest MTII-M-8, REMIC
3
Regular Interest MTII-M-9, REMIC 3 Regular Interest MTII-B-1, REMIC 3 Regular
Interest MTII-B-2 and REMIC 3 Regular Interest MTII-ZZ, a
per
annum rate (but not less than zero) equal to the weighted average of (v)
with
respect to REMIC 2 Regular Interest MTI-1-B, the weighted average of the
Uncertificated REMIC 2 Pass-Through Rate for such REMIC 2 Regular Interest,
weighted on the basis of the Uncertificated Principal Balance of such REMIC
2
Regular Interest for each such Distribution Date, (w) with respect to REMIC
2
Regular Interest MTI-A-1, the weighted average of the Uncertificated REMIC
2
Pass-Through Rate for such REMIC 2 Regular Interest, weighted on the basis
of
the Uncertificated Principal Balance of such REMIC 2 Regular Interest for
each
such Distribution Date, (x) with respect to REMIC 2 Regular Interest MTI-A-2,
the weighted average of the Uncertificated REMIC 2 Pass-Through Rate for
such
REMIC 2 Regular Interest, weighted on the basis of the Uncertificated Principal
Balance of such REMIC 2 Regular Interest for each such Distribution Date,
(y)
with respect to REMIC 2 Regular Interest MTI-1-A, 2 multiplied by Swap
LIBOR,
subject to a maximum rate of the Uncertificated REMIC 2 Pass-Through Rate
for
such REMIC 2 Regular Interest, weighted on the basis of the Uncertificated
Principal Balance of such REMIC 2 Regular Interest for each such Distribution
Date and (z) with respect to REMIC 2 Regular Interest MTI-X1, the weighted
average of the Uncertificated REMIC 2 Pass-Through Rate for such REMIC
2 Regular
Interest, weighted on the basis of the Uncertificated Principal Balance
of such
REMIC 2 Regular Interest for each such Distribution Date.
With
respect to REMIC 3 Regular interest MTII-IO, the excess of (i) the weighted
average of the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-1-A over (ii) 2 multiplied by Swap LIBOR.
REMIC
3
Regular Interests MTII-S will not have an Uncertificated REMIC 3 Pass-Through
Rate, but shall be entitled to 100% of the amounts distributed on REMIC
2
Regular Interests MTI-S.
REMIC
3
Regular Interests MTII-P will not have an Uncertificated REMIC 3 Pass-Through
Rate, but shall be entitled to 100% of the amounts distributed on REMIC
2
Regular Interests MTI-P.
REMIC
3
Regular Interests MTII-R will not have an Uncertificated REMIC 3 Pass-Through
Rate, but shall be entitled to 100% of the amounts distributed on REMIC
2
Regular Interests MTI-AR.
Uncertificated
Principal Balance: With respect to each REMIC Regular Interest, the amount
of
such REMIC Regular Interest outstanding as of any date of determination.
As of
the Closing Date, the Uncertificated Principal Balance of each REMIC Regular
Interest shall equal the amount set forth in the Preliminary Statement
hereto as
its initial Uncertificated Principal Balance. On each Distribution Date,
the
Uncertificated Principal Balance of each REMIC Regular Interest shall be
reduced
by all distributions of principal made on such REMIC Regular Interest on
such
Distribution Date pursuant to Section 4.07 and, if and to the extent necessary
and appropriate, shall be further reduced on such Distribution Date by
Realized
Losses as provided in Section 4.05(b), and the Uncertificated Principal
Balances
of REMIC 1 Regular Interest LTI-PF shall be increased, pro rata, by interest
deferrals as provided in Section 4.07. The Uncertificated Principal Balance
of
each REMIC Regular Interest that has an Uncertificated Principal Balance
shall
never be less than zero. REMIC 1 Regular Interest LTI-S1, REMIC 1 Regular
Interest LTI-S2, REMIC 2 Regular Interest MTI-S and REMIC 3 Regular Interest
MTII-S shall not have an Uncertificated Principal Balance.
United
States Person: A citizen or resident of the United States, a corporation
or a
partnership (including an entity treated as a corporation or partnership
for
United States federal income tax purposes) created or organized in, or
under the
laws of, the United States or any State thereof or the District of Columbia
(except, in the case of a partnership, to the extent provided in regulations)
provided that, for purposes solely of the restrictions on the transfer
of Class
A-R Certificates, no partnership or other entity treated as a partnership
for
United States federal income tax purposes shall be treated as a United
States
Person unless all persons that own an interest in such partnership either
directly or through any entity that is not a corporation for United States
federal income tax purposes are required to be United States Persons or
an
estate whose income is subject to United States federal income tax regardless
of
its source, or a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more
such
United States Persons have the authority to control all substantial decisions
of
the trust. To the extent prescribed in regulations by the Secretary of
the
Treasury, which have not yet been issued, a trust which was in existence
on
August 20, 1996 (other than a trust treated as owned by the grantor under
subpart E of part I of subchapter J of chapter 1 of the Code), and which
was
treated as a United States person on August 20, 1996 may elect to continue
to be
treated as a United States Person notwithstanding the previous
sentence.
Voting
Rights: The portion of the voting rights of all the Certificates that is
allocated to any Certificate for purposes of the voting provisions of this
Agreement. At all times during the term of this Agreement, 97% of all Voting
Rights shall be allocated among 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 M-7, Class
M-8,
Class M-9, Class B-1 and Class B-2 Certificates. The portion of such 97%
Voting
Rights allocated to 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 M-7, Class M-8, Class
M-9,
Class B-1 and Class B-2 Certificates shall be based on the fraction, expressed
as a percentage, the numerator of which is the aggregate Class Principal
Balance
then outstanding and the denominator of which is the Class Principal Balance
of
all such Classes then outstanding. The Class P, Class X-1 and Class X-S
Certificates shall each be allocated 1% of the Voting Rights. Voting Rights
shall be allocated among the Certificates within each such Class (other
than the
Class P, Class X-1 and Class X-S Certificates, which each have only one
certificate) in accordance with their respective Percentage Interests.
The Class
X-2 Certificates and Class A-R Certificates shall have no Voting
Rights.
SECTION 1.02 |
Interest
Calculations.
|
The
calculation of the Trustee Fee, the Servicing Fee, the Credit Risk Manager
Fee
and interest on the Class X-0, Xxxxx X-0, Class P, Class A-R, Class X-1
and
Class X-S Certificates and on the related Uncertificated Interests shall
be made
on the basis of a 360-day year consisting of twelve 30-day months. The
calculation of interest on the Class A-3, Class M-1, Class M-2, Class M-3,
Class
M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1 and
Class
B-2 Certificates and the related Uncertificated Interests shall be made
on the
basis of a 360-day year and the actual number of days elapsed in the related
Interest Accrual Period. All dollar amounts calculated hereunder shall
be
rounded to the nearest xxxxx with one-half of one xxxxx being rounded
down.
SECTION 1.03 |
Allocation
of Certain Interest Shortfalls.
|
For
purposes of calculating the amount of Uncertificated Accrued Interest for
the
REMIC 1 Regular Interests for any Distribution Date, the aggregate amount
of any
Prepayment Interest Shortfalls (net of any Compensating Interest Payment)
and
any Relief Act Reductions incurred in respect of the Mortgage Loans for
any
Distribution Date shall be allocated pro
rata
to REMIC
1 Regular Interests LTI-1 and LTI-PF, in each case to the extent of one
month’s
interest at the then applicable respective Uncertificated REMIC 1 Pass-Through
Rate on the respective Uncertificated Principal Balance of each such REMIC
1
Regular Interest; provided, however, that with respect to the first three
Distribution Dates, such amounts relating to the Initial Mortgage Loans
shall be
allocated to REMIC 1 Regular Interest LTI-1 and such amounts relating to
the
Subsequent Mortgage Loans shall be allocated to REMIC 1 Regular Interest
LTI-PF.
For
purposes of calculating the amount of Uncertificated Accrued Interest for
the
REMIC 2 Regular Interests for any Distribution Date, the aggregate amount
of any
Prepayment Interest Shortfalls (net of any Compensating Interest Payment)
shall
be allocated first, to REMIC 2 Regular Interest MTI-A-1 and MTI-A-2 based
on,
and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC 2 Pass-Through Rate on the respective Uncertificated
Principal Balance of such REMIC 2 Regular Interest, second, to REMIC 2
Regular
Interest MTI-1-B based on, and to the extent of, one month’s interest at the
then applicable respective Uncertificated REMIC 2 Pass-Through Rate on
the
respective Uncertificated Principal Balance of such REMIC 2 Regular Interest,
in
each case to the extent of one month’s interest at the then applicable
respective Uncertificated REMIC 2 Pass-Through Rates on the respective
Uncertificated Principal Balances of each such REMIC 2 Regular
Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for
the
REMIC 3 Regular Interests for any Distribution Date, any Prepayment Interest
Shortfalls (to the extent not covered by Compensating Interest) relating
to the
Mortgage Loans for any Distribution Date shall be allocated in the same
priority, and to the same extent, as that allocated to the Corresponding
Certificates.
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS;
REPRESENTATIONS
AND WARRANTIES
SECTION 2.01 |
Conveyance
of Mortgage Loans.
|
(a) The
Depositor, concurrently with the execution and delivery hereof, hereby
sells,
transfers, assigns, sets over and otherwise conveys to the Trustee in trust
for
the benefit of the Certificateholders, without recourse, all (i) the right,
title and interest of the Depositor (which does not include servicing rights)
in
and to each Initial Mortgage Loan, including all interest and principal
received
or receivable on or with respect to such Initial Mortgage Loans after the
Cut-off Date and all interest and principal payments on the Initial Mortgage
Loans received prior to the Cut-off Date in respect of installments of
interest
and principal due thereafter, but not including payments of principal and
interest due and payable on the Initial Mortgage Loans on or before the
Cut-off
Date (other than the rights of the Servicers to service the Mortgage Loans
in
accordance with this Agreement), (ii) the Depositor’s rights under the
Assignment Agreement (iii) any such amounts as may be deposited into and
held by
the Trustee in the Basis Risk Reserve Fund, the Pre-Funding Account and
the
Capitalized Interest Account and (iv) all proceeds of any of the foregoing.
In
addition, on or prior to the Closing Date, the Depositor shall cause the
Counterparty to enter into the Swap Agreement with the Supplemental Interest
Trust Trustee. The parties hereto agree that it is not intended that any
mortgage loan be conveyed to the Trust that is either (i) a “High-Cost Home
Loan” as defined in the New Jersey Home Ownership Act effective November 27,
2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan
Protection Act effective January 1, 2004 (iii) a “High Cost Home Mortgage Loan”
as defined in the Massachusetts Predatory Home Loan Practices Act effective
November 7, 2004 or (iv) a “High-Cost Home Loan” as defined by the Indiana High
Cost Home Loan Law effective January 1, 2005.
(b) In
connection with the transfer and assignment set forth in clause (a) above,
the
Depositor has delivered or caused to be delivered to the Trustee or its
designated agent, the related Custodian, for the benefit of the
Certificateholders, the documents and instruments with respect to each
Mortgage
Loan as assigned:
(i) the
original Mortgage Note of the Mortgagor in the name of the Trustee or endorsed
“Pay to the order of ________________ without recourse” and signed in the name
of the last named endorsee by an authorized officer, together with all
intervening endorsements showing a complete chain of endorsements from
the
originator of the related Mortgage Loan to the last endorsee or with respect
to
any Lost Mortgage Note (as such term is defined in the Pooling and Servicing
Agreement), a lost note affidavit stating that the original Mortgage Note
was
lost or destroyed, together with a copy of such Mortgage Note;
(ii) for
each
Mortgage Loan that is not a MERS Mortgage Loan, the original Mortgage bearing
evidence that such instruments have been recorded in the appropriate
jurisdiction where the Mortgaged Property is located as determined by DLJMC
(or,
in lieu of the original of the Mortgage or the assignment thereof, a duplicate
or conformed copy of the Mortgage or the instrument of assignment, if any,
together with a certificate of receipt from the Seller or the settlement
agent
who handled the closing of the Mortgage Loan, certifying that such copy
or
copies represent true and correct copy(ies) of the original(s) and that
such
original(s) have been or are currently submitted to be recorded in the
appropriate governmental recording office of the jurisdiction where the
Mortgaged Property is located) or a certification or receipt of the recording
authority evidencing the same and in the case of each MERS Mortgage Loan,
the
original Mortgage, noting the presence of the MIN of the related Mortgage
Loan
and either language indicating that the Mortgage Loan is a MOM Loan if
the
Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan
at
origination, the original Mortgage and the assignment thereof to MERS,
with
evidence of recording indicated thereon or a copy of the Mortgage certified
by
the public recording office in which such Mortgage has been
recorded;
(iii) for
each
Mortgage Loan that is not a MERS Mortgage Loan, the original Assignment
of
Mortgage, in blank, which assignment appears to be in form and substance
acceptable for recording and, in the event that the related Seller acquired
the
Mortgage Loan in a merger, the assignment must be by “[Seller], successor by
merger to [name of predecessor]”, and in the event that the Mortgage Loan was
acquired or originated by the related Seller while doing business under
another
name, the assignment must be by “[Seller], formerly known as [previous
name]”;
(iv) for
each
Mortgage Loan, at any time that such Mortgage Loan is not a MERS Mortgage
Loan,
the originals of all intervening Assignments of Mortgage not included in
(iii)
above showing a complete chain of assignment from the originator of such
Mortgage Loan to the Person assigning the Mortgage to the Trustee, including
any
warehousing assignment, with evidence of recording on each such Assignment
of
Mortgage (or, in lieu of the original of any such intervening assignment,
a
duplicate or conformed copy of such intervening assignment together with
a
certificate of receipt from the related Seller or the settlement agent
who
handled the closing of the Mortgage Loan, certifying that such copy or
copies
represent true and correct copy(ies) of the original(s) and that such
original(s) have been or are currently submitted to be recorded in the
appropriate governmental recording office of the jurisdiction where the
Mortgaged Property is located) or a certification or receipt of the recording
authority evidencing the same;
(v) an
original of any related security agreement (if such item is a document
separate
from the Mortgage) and the originals of any intervening assignments thereof
showing a complete chain of assignment from the originator of the related
Mortgage Loan to the last assignee;
(vi) an
original assignment of any related security agreement (if such item is
a
document separate from the Mortgage) executed by the last assignee in
blank;
(vii) the
originals of any assumption, modification, extension or guaranty agreement
with
evidence of recording thereon, if applicable (or, in lieu of the original
of any
such agreement, a duplicate or conformed copy of such agreement together
with a
certificate of receipt from the related Seller or the settlement agent
who
handled the closing of the Mortgage Loan, certifying that such copy(ies)
represent true and correct copy(ies) of the original(s) and that such
original(s) have been or are currently submitted to be recorded in the
appropriate governmental recording office of the jurisdiction where the
Mortgaged Property is located), or a certification or receipt of the recording
authority evidencing the same;
(viii) if
the
Mortgage Note or Mortgage or any other document or instrument relating
to the
Mortgage Loan has been signed by a person on behalf of the Mortgagor, the
original power of attorney or other instrument that authorized and empowered
such person to sign bearing evidence that such instrument has been recorded,
if
so required, in the appropriate jurisdiction where the Mortgaged Property
is
located as determined by DLJMC (or, in lieu thereof, a duplicate or conformed
copy of such instrument, together with a certificate of receipt from the
related
Seller or the settlement agent who handled the closing of the Mortgage
Loan,
certifying that such copy(ies) represent true and complete copy(ies)of
the
original(s) and that such original(s) have been or are currently submitted
to be
recorded in the appropriate governmental recording office of the jurisdiction
where the Mortgaged Property is located) or a certification or receipt
of the
recording authority evidencing the same; and
(ix) in
the
case of the First Mortgage Loans, the original mortgage title insurance
policy,
or if such mortgage title insurance policy has not yet been issued, an
original
or copy of a marked-up written commitment or a pro forma title insurance
policy
marked as binding and countersigned by the title insurance company or its
authorized agent either on its face or by an acknowledged closing instruction
or
escrow letter.
In
the
event the Seller delivers to the Trustee certified copies of any document
or
instrument set forth in 2.01(b) because of a delay caused by the public
recording office in returning any recorded document, the Seller shall deliver
to
the Trustee, within 60 days of the Closing Date, an Officer’s Certificate which
shall (i) identify the recorded document, (ii) state that the recorded
document
has not been delivered to the Trustee due solely to a delay caused by the
public
recording office, and (iii) state the amount of time generally required
by the
applicable recording office to record and return a document submitted for
recordation. The Trustee shall deliver such Officer’s Certificate to the
applicable Custodian.
In
the
event that in connection with any Mortgage Loan the Depositor cannot deliver
(a)
for a Mortgage Loan that is not registered on the MERS® System, the original
recorded Mortgage, (b) all interim recorded assignments or (c) the lender’s
title policy (together with all riders thereto) satisfying the requirements
set
forth above, concurrently with the execution and delivery hereof because
such
document or documents have not been returned from the applicable public
recording office in the case of clause (a) or (b) above, or because the
title
policy has not been delivered to the Seller or the Depositor by the applicable
title insurer in the case of clause (c) above, the Depositor shall promptly
deliver to the Trustee, in the case of clause (a) or (b) above, such original
Mortgage or such interim assignment, as the case may be, with evidence
of
recording indicated thereon upon receipt thereof from the public recording
office, or a copy thereof, certified, if appropriate, by the relevant recording
office and in the case of clause (c) above, if such lender’s title policy is
received by the Depositor, upon receipt thereof.
As
promptly as practicable subsequent to such transfer and assignment, and
in any
event, within thirty (30) days thereafter, the Trustee shall (at the Seller’s
expense) (i) affix the Trustee’s name to each Assignment of Mortgage, as the
assignee thereof, (ii) cause such assignment to be in proper form for recording
in the appropriate public office for real property records within thirty
(30)
days after receipt thereof and (iii) cause to be delivered for recording
in the
appropriate public office for real property records the assignments of
the
Mortgages to the Trustee, except that, with respect to any assignment of
a
Mortgage as to which the Trustee has not received the information required
to
prepare such assignment in recordable form, the Trustee’s obligation to do so
and to deliver the same for such recording shall be as soon as practicable
after
receipt of such information and in any event within thirty (30) days after
the
receipt thereof, and the Trustee need not cause to be recorded (a) any
assignment referred to in clause (iii) above which relates to a Mortgage
Loan in
any jurisdiction under the laws of which, as evidenced by an Opinion of
Counsel
delivered to the Trustee (at the Depositor’s expense, provided such expense has
been previously approved by the Depositor in writing) within 180 days of
the
Closing Date, acceptable to the Rating Agencies, the recordation of such
assignment is not necessary to protect the Trustee’s and the Certificateholders’
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 Seller and its successors and
assigns.
In
connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Depositor further agrees that it will cause, at the Depositor’s own
expense, on or prior to the Closing Date, the MERS® System to indicate that such
Mortgage Loans have been assigned 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 “[IDENTIFY TRUSTEE SPECIFIC
CODE]” in the field “[IDENTIFY THE FIELD NAME FOR TRUSTEE]” which identifies the
Trustee and (b) the code “[IDENTIFY SERIES SPECIFIC CODE NUMBER]” in the field
“Pool Field” which identifies the series of the Certificates issued in
connection with such Mortgage Loans. The Depositor further agrees that
it will
not, and will not permit any Servicer to, and each 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.
(c) The
Trustee is authorized to appoint any bank or trust company approved by
the
Depositor as Custodian of the documents or instruments referred to in this
Section 2.01, and to enter into a Custodial Agreement for such purpose
and any
documents delivered thereunder shall be delivered to the related Custodian
and
any Officer’s Certificates delivered with respect thereto shall be delivered to
the Trustee and the related Custodian.
(d) It
is the
express intent of the parties to this Agreement that the conveyance of
the
Mortgage Loans by the Depositor to the Trustee as provided in this Section
2.01
be, and be construed as, a sale of the Mortgage Loans by the Depositor
to the
Trustee. It is, further, not the intention of the parties to this Agreement
that
such conveyance be deemed a pledge of the Mortgage Loans by the Depositor
to the
Trustee to secure a debt or other obligation of the Depositor. However,
in the
event that, notwithstanding the intent of the parties to this Agreement,
the
Mortgage Loans are held to be the property of the Depositor, or if for
any other
reason this Agreement is held or deemed to create a security interest in
the
Mortgage Loans then (a) this Agreement shall also be deemed to be a security
agreement within the meaning of Articles 8 and 9 of the New York Uniform
Commercial Code; (b) the conveyance provided for in this Section 2.01 shall
be
deemed to be a grant by the Depositor to the Trustee for the benefit of
the
Certificateholders of a security interest in all of the Depositor’s right, title
and interest in and to the Mortgage Loans and all amounts payable to the
holders
of the Mortgage Loans in accordance with the terms thereof and all proceeds
of
the conversion, voluntary or involuntary, of the foregoing into cash,
instruments, securities or other property, including without limitation
all
amounts, other than investment earnings, from time to time held or invested
in
the Certificate Account, whether in the form of cash, instruments, securities
or
other property; (c) the possession by the Trustee or any Custodian of such
items
of property and such other items of property as constitute instruments,
money,
negotiable documents or chattel paper shall be deemed to be “in possession by
the secured party” for purposes of perfecting the security interest pursuant to
Section 9-305 of the New York Uniform Commercial Code; and (d) notifications
to
persons holding such property, and acknowledgments, receipts or confirmations
from persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Trustee for the benefit of the
Certificateholders for the purpose of perfecting such security interest
under
applicable law (except that nothing in this clause (e) shall cause any
person to
be deemed to be an agent of the Trustee for any purpose other than for
perfection of such security interests unless, and then only to the extent,
expressly appointed and authorized by the Trustee in writing). The Depositor
and
the Trustee, upon directions from the Depositor, 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 Mortgage
Loans,
such security interest would be deemed to be a perfected security interest
of
first priority under applicable law and will be maintained as such throughout
the term of this Agreement.
(e) The
Depositor hereby sells, transfers, assigns, sets over and otherwise conveys
to
the Trustee in trust for the benefit of the Certificateholders, without
recourse, all right, title and interest in such Subsequent Mortgage Loans
(which
does not include servicing rights), including all interest and principal
due on
or with respect to such Subsequent Mortgage Loans on or after the related
Subsequent Transfer Date and all interest and principal payments on such
Subsequent Mortgage Loans received prior to the Subsequent Transfer Date
in
respect of installments of interest and principal due thereafter, but not
including principal and interest due on such Subsequent Mortgage Loans
prior to
the related Subsequent Transfer Date, any insurance policies in respect
of such
Subsequent Mortgage Loans and all proceeds of any of the foregoing.
(f) Upon
one
Business Day’s prior written notice to the Trustee, the Servicers and the Rating
Agencies, on any Business Day during the Pre-Funding Period designated
by the
Depositor, the Depositor, DLJMC, the Servicers and the Trustee shall complete,
execute and deliver a Subsequent Transfer Agreement so long as no Rating
Agency
has provided notice that the execution and delivery of such Subsequent
Transfer
Agreement will result in a reduction or withdrawal of the ratings assigned
to
the Certificates.
The
transfer of Subsequent Mortgage Loans and the other property and rights
relating
to them on a Subsequent Transfer Date is subject to the satisfaction of
each of
the following conditions:
(i) each
Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date satisfies
the
representations and warranties applicable to it under this Agreement as
of the
applicable Subsequent Transfer Date; provided, however, that with respect
to a
breach of a representation and warranty with respect to a Subsequent Mortgage
Loan, the obligation under Section 2.03(f) of this Agreement of the Seller
to
cure, repurchase or replace such Subsequent Mortgage Loan shall constitute
the
sole remedy against the Seller respecting such breach available to
Certificateholders, the Depositor or the Trustee;
(ii) the
Trustee and the Rating Agencies are provided with an Opinion of Counsel
or
Opinions of Counsel, at the expense of the Depositor, stating that each
REMIC in
the Trust Fund is and shall continue to qualify as a REMIC following the
transfer of the Subsequent Mortgage Loans, to be delivered as provided
pursuant
to Section 2.01(g);
(iii) the
Rating Agencies and the Trustee are provided with an Opinion of Counsel
or
Opinions of Counsel, at the expense of the Depositor, confirming that the
transfer of the Subsequent Mortgage Loans conveyed on such Subsequent Transfer
Date is a true sale, to be delivered as provided pursuant to Section
2.01(g);
(iv) the
execution and delivery of such Subsequent Transfer Agreement or conveyance
of
the related Subsequent Mortgage Loans does not result in a reduction or
withdrawal of any ratings assigned to the Certificates by the Rating
Agencies;
(v) no
Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date is 30
or more
days contractually delinquent as of such date;
(vi) the
remaining term to stated maturity of such Subsequent Mortgage Loan does
not
exceed 30 years for fully amortizing loans or 15 years for balloon
loans;
(vii) such
Subsequent Mortgage Loan does not have a Net Mortgage Rate less than 5.00%
per
annum;
(viii) the
Depositor shall have deposited in the Collection Account all principal
and
interest collected with respect to the related Subsequent Mortgage Loans
on or
after the related Subsequent Transfer Date;
(ix) such
Subsequent Mortgage Loan does not have a Combined Loan-to-Value Ratio greater
than 100.00%;
(x) such
Subsequent Mortgage Loan has a principal balance not greater than
$400,000;
(xi) no
Subsequent Mortgage Loan shall have a final maturity date after October
1,
2036;
(xii) such
Subsequent Mortgage Loan is secured by a first or second lien;
(xiii) such
Subsequent Mortgage Loan is otherwise acceptable to the Rating
Agencies;
(xiv) [reserved];
(xv) following
the conveyance of such Subsequent Mortgage Loans on such Subsequent Transfer
Date the characteristics of the Mortgage Loans (based on the Initial Mortgage
Loans as of the Cut-off Date and the Subsequent Mortgage Loans as of their
related Subsequent Transfer Date) will be as follows:
A. |
a
weighted average Mortgage Rate of at least 10.00% per
annum;
|
B. |
a
weighted average remaining term to stated maturity of less than
190
months;
|
C. |
a
weighted average Combined Loan-to-Value Ratio of not more than
100.00%;
|
D. |
a
weighted average credit score of at least
660;
|
E. |
no
more than 90.00% of the Mortgage Loans by aggregate Cut-off Date
Principal
Balance are balloon loans;
|
F. |
no
more than 35.00% of the Mortgage Loans by aggregate Cut-off Date
Principal
Balance are concentrated in one state;
and
|
G. |
no
more than 10.00% of the Mortgage Loans by aggregate Cut-off Date
Principal
Balance relate to non-owner occupied
properties;
|
(xvi) neither
the Seller nor the Depositor shall be insolvent or shall be rendered insolvent
as a result of such transfer;
(xvii) no
Event
of Default has occurred hereunder; and
(xviii) the
Depositor shall have delivered to the Trustee an Officer’s Certificate
confirming the satisfaction of each of these conditions precedent.
(g) Upon
(1)
delivery to the Trustee by the Depositor of the Opinions of Counsel referred
to
in Sections 2.01(f)(ii) and (iii), (2) delivery to the Trustee by the Depositor
of a revised Mortgage Loan Schedule reflecting the Subsequent Mortgage
Loans
conveyed on such Subsequent Transfer Date and the related Subsequent Mortgage
Loans and (3) delivery to the Trustee by the Depositor of an Officer’s
Certificate confirming the satisfaction of each of the conditions precedent
set
forth in Section 2.01(f), the Trustee shall remit to the Depositor the
Aggregate
Subsequent Transfer Amount related to the Subsequent Mortgage Loans transferred
by the Depositor on such Subsequent Transfer Date from funds in the Pre-Funding
Account.
The
Trustee shall not be required to investigate or otherwise verify compliance
with
the conditions set forth in the preceding paragraph, except for its own
receipt
of documents specified above, and shall be entitled to rely on the required
Officer’s Certificate.
SECTION 2.02 |
Acceptance
by the Trustee.
|
The
Trustee acknowledges receipt by itself or the Custodians of the documents
identified in the Initial Certification in the form annexed hereto as Exhibit
G
and declares that it or the Custodians on its behalf hold and will hold
the
documents delivered to it or the Custodians, respectively, constituting
the
Mortgage Files, and that it or the related Custodian holds or will hold
such
other assets as are included in the Trust Fund, in trust for the exclusive
use
and benefit of all present and future Certificateholders. The Trustee
acknowledges that it or the related Custodian will maintain possession
of the
Mortgage Notes in the State of Illinois or the State of Minnesota, as directed
by the Seller, unless otherwise permitted by the Rating Agencies.
Each
Custodian is required under the related Custodial Agreement to execute
and
deliver on the Closing Date to the Depositor, the Seller, the Trustee and
the
Servicers an Initial Certification in the form annexed hereto as Exhibit
G with
respect to the Mortgage Loans delivered to such Custodian. The Trustee
shall
deliver on the Closing Date to the Depositor, the Seller, the Trustee and
the
Servicers an Initial Certification in the form annexed hereto as Exhibit
G with
respect to the Mortgage Loans delivered to the Trustee. Based on its respective
review and examination, and only as to the documents identified in such
related
Initial Certification, pursuant to the Custodial Agreement, each Custodian
will
acknowledge that such documents delivered to it appear regular on their
face and
relate to such Mortgage Loan and pursuant to this Agreement the Trustee
will
acknowledge that such documents delivered to it appear regular on their
face and
relate to such Mortgage Loan. Neither the Trustee nor the Custodians shall
be
under any duty or obligation to inspect, review or examine said documents,
instruments, certificates or other papers to determine that the same are
genuine, enforceable or appropriate for the represented purpose or that
they
have actually been recorded in the real estate records or that they are
other
than what they purport to be on their face.
Not
later
than 90 days after the Closing Date, the Trustee and the Custodians are
each
required to deliver to the Depositor, the Seller, the Trustee and the Servicers
a Final Certification with respect to the Mortgage Loans delivered to it
in the
form annexed hereto as Exhibit H, with any applicable exceptions noted
thereon.
If,
in
the course of such review, the Trustee or a Custodian, as applicable, finds
any
document constituting a part of a Mortgage File which does not meet the
requirements of Section 2.01, the Trustee or, pursuant to the related Custodial
Agreement, the related Custodian, will list such as an exception in the
Final
Certification; provided, however, that neither the Trustee nor the Custodians
shall make any determination as to whether (i) any endorsement is sufficient
to
transfer all right, title and interest of the party so endorsing, as noteholder
or assignee thereof, in and to that Mortgage Note or (ii) any assignment
is in
recordable form or is sufficient to effect the assignment of and transfer
to the
assignee thereof under the mortgage to which the assignment
relates.
The
Seller shall promptly correct or cure such defect within 120 days from
the date
it was so notified of such defect and, if the Seller does not correct or
cure
such defect within such period and such defect materially and adversely
affects
the interests of the Certificateholders in the related Mortgage Loan, the
Seller
shall either (a) substitute for the related Mortgage Loan a Qualified Substitute
Mortgage Loan, which substitution shall be accomplished in the manner and
subject to the conditions set forth in Section 2.03, or (b) purchase such
Mortgage Loan from the Trustee within 120 days from the date the Seller
was
notified of such defect in writing at the Repurchase Price of such Mortgage
Loan; provided, however, that in no event shall such substitution or repurchase
occur more than 540 days from the Closing Date, except that if the substitution
or repurchase of a Mortgage Loan pursuant to this provision is required
by
reason of a delay in delivery of any documents by the appropriate recording
office, then such substitution or repurchase shall occur within 720 days
from
the Closing Date; and further provided, that the Seller shall have no liability
for recording any Assignment of Mortgage in favor of the Trustee or for
the
Trustee’s failure to record such Assignment of Mortgage, and the Seller shall
not be obligated to repurchase or cure any Mortgage Loan solely as a result
of
the Trustee’s failure to record such Assignment of Mortgage. The Trustee, or the
related Custodian on its behalf, shall deliver written notice to each Rating
Agency within 360 days from the Closing Date indicating each Mortgage Loan
(a)
the Assignment of Mortgage which has not been returned by the appropriate
recording office or (b) as to which there is a dispute as to location or
status
of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter
until the Assignment of Mortgage for the related Mortgage Loan is returned
to
the Trustee or the dispute as to location or status has been resolved.
Any such
substitution pursuant to (a) above shall not be effected prior to the delivery
to the Trustee of the Opinion of Counsel required by Section 2.05 hereof,
if
any, and any substitution pursuant to (a) above shall not be effected prior
to
the additional delivery to the Trustee, from the related Servicer, of a
Request
for Release substantially in the form of Exhibit M. No substitution is
permitted
to be made in any calendar month after the Determination Date for such
month.
The Repurchase Price for any such Mortgage Loan shall be deposited by the
Seller
in the Certificate Account on or prior to the Business Day immediately
preceding
such Distribution Date in the month following the month of repurchase.
Upon
receipt of such deposit the related Servicer shall deliver a certification
with
respect thereto in the form of Exhibit M hereto to the Trustee, with a
copy to
the related Custodian. The Trustee, or the related Custodian on behalf
of the
Trustee, shall release the related Mortgage File to the Seller and shall
execute
and deliver at such entity’s request such instruments of transfer or assignment
prepared by such entity, in each case without recourse, as shall be necessary
to
vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan
released pursuant hereto. In furtherance of the foregoing, if the Seller
is not
a member of MERS and repurchases a Mortgage Loan which is registered on
the
MERS® System, the Seller, at its own expense and without any right of
reimbursement, shall cause MERS to execute and deliver an assignment of
the
Mortgage in recordable form to transfer the Mortgage from MERS to the Seller
and
shall cause such Mortgage to be removed from registration on the MERS® System in
accordance with MERS’ rules and regulations.
Pursuant
to the related Custodial Agreement, the related Custodian is required to
execute
and deliver on the Subsequent Transfer Date to the Depositor, the Seller,
the
Trustee and the Servicers an Initial Certification in the form annexed
hereto as
Exhibit G. Based on its review and examination, and only as to the documents
identified in such Initial Certification, the related Custodian shall
acknowledge that such documents appear regular on their face and relate
to such
Subsequent Mortgage Loan. Neither the Trustee nor the related Custodian
shall be
under a duty or obligation to inspect, review or examine said documents,
instruments, certificates or other papers to determine that the same are
genuine, enforceable or appropriate for the represented purpose or that
they
have actually been recorded in the real estate records or that they are
other
than what they purport to be on their face.
Pursuant
to the related Custodial Agreement, not later than 90 days after the end
of the
Pre-Funding Period, the related Custodian is required to deliver to the
Depositor, the Seller, the Trustee and the related Servicer a Final
Certification with respect to the Subsequent Mortgage Loans in the form
annexed
hereto as Exhibit H with any applicable exceptions noted thereon.
If,
in
the course of such review of the Mortgage Files relating to the Subsequent
Mortgage Loans, the related Custodian finds any document constituting a
part of
a Mortgage File which does not meet the requirements of Section 2.01, pursuant
to the related Custodial Agreement, the related Custodian will be required
to
list such as an exception in the Final Certification; provided, however
that
neither the Trustee nor the related Custodian shall make any determination
as to
whether (i) any endorsement is sufficient to transfer all right, title
and
interest of the party so endorsing, as noteholder or assignee thereof,
in and to
that Mortgage Note or (ii) any assignment is in recordable form or is sufficient
to effect the assignment of and transfer to the assignee thereof under
the
mortgage to which the assignment relates. The Seller shall cure any such
defect
or repurchase or substitute for any such Mortgage Loan in accordance with
Section 2.02(a).
Pursuant
to the related Custodial Agreement, if a Custodian discovers any defect
with
respect to any Mortgage File, the Custodian shall give written specification
of
such defect to the Trustee and the Seller. The Seller shall be responsible
for
completing or correcting any missing, incomplete or inconsistent
documents.
It
is
understood and agreed that the obligation of the Seller to cure, substitute
for
or to repurchase any Mortgage Loan which does not meet the requirements
of
Section 2.01 shall constitute the sole remedy respecting such defect available
to the Trustee, the Depositor and any Certificateholder against the
Seller.
The
Trustee shall pay to each Custodian from time to time reasonable compensation
for all services rendered by it hereunder or under the related Custodial
Agreement, and the Trustee shall pay or reimburse each Custodian upon its
request for all reasonable expenses, disbursements and advances incurred
or made
by such Custodian in accordance with any of the provisions of this Agreement
or
the related Custodial Agreement, except any such expense, disbursement
or
advance as may arise from its negligence or bad faith.
SECTION 2.03 |
Representations
and Warranties of the Seller and the
Servicers.
|
(a) The
Seller hereby makes the representations and warranties applicable to it
set
forth in Schedule II hereto, and by this reference incorporated herein,
to the
Depositor and the Trustee, as of the Closing Date, or if so specified therein,
as of the Cut-off Date or such other date as may be specified.
(b) SPS,
in
its capacity as Servicer, hereby makes the representations and warranties
applicable to it set forth in Schedule IIIA hereto, and by this reference
incorporated herein, to the Depositor and the Trustee, as of the Closing
Date,
or if so specified therein, as of the Cut-off Date or such other date as
may be
specified.
(c) Ocwen,
in
its capacity as Servicer, hereby makes the representations and warranties
applicable to it set forth in Schedule IIIC hereto, and by this reference
incorporated herein, to the Depositor and the Trustee, as of the Closing
Date,
or if so specified therein, as of the Cut-off Date or such other date as
may be
specified.
(d) Each
of
SPS and Ocwen, in their capacity as Servicers, will use its reasonable
efforts
to become a member of MERS in good standing, and will comply in all material
respects with the rules and procedures of MERS in connection with the servicing
of the Mortgage Loans that are registered with MERS.
(e) The
Seller hereby makes the representations and warranties set forth in Schedule
IV
as applicable hereto, and by this reference incorporated herein, to the
Trustee,
as of the Closing Date, or the Subsequent Transfer Date, as applicable,
or if so
specified therein, as of the Cut-off Date or such other date as may be
specified.
(f) Upon
discovery by any of the parties hereto of a breach of a representation
or
warranty made pursuant to Section 2.03(e) that materially and adversely
affects
the interests of the Certificateholders in any Mortgage Loan, the party
discovering such breach shall give prompt notice thereof to the other parties.
The Seller hereby covenants that within 120 days of the earlier of its
discovery
or its receipt of written notice from any party of a breach of any
representation or warranty made by it pursuant to Section 2.03(e) which
materially and adversely affects the interests of the Certificateholders
in any
Mortgage Loan sold by the Seller to the Depositor, it shall cure such breach
in
all material respects, and if such breach is not so cured, shall, (i) if
such
120-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 Qualified Substitute Mortgage Loan, in the manner
and
subject to the conditions set forth in this Section; or (ii) repurchase
the
affected Mortgage Loan from the Trustee at the Repurchase Price in the
manner
set forth below; provided, however, that any such substitution pursuant
to (i)
above shall not be effected prior to the delivery to the Trustee of the
Opinion
of Counsel required by Section 2.05 hereof, if any, and any such substitution
pursuant to (i) above shall not be effected prior to the additional delivery
by
the related Servicer to the Trustee, with a copy to the related Custodian,
of a
Request for Release substantially in the form of Exhibit M and the Mortgage
File
for any such Qualified Substitute Mortgage Loan. The Seller shall promptly
reimburse the Trustee for any actual out-of-pocket expenses reasonably
incurred
by the Trustee in respect of enforcing the remedies for such breach. With
respect to any representation and warranties described in this Section
which are
made to the best of a Seller’s knowledge if it is discovered by the Depositor,
the Seller or the Trustee that the substance of such representation and
warranty
is inaccurate and such inaccuracy materially and adversely affects the
value of
the related Mortgage Loan or the interests of the Certificateholders therein,
notwithstanding the Seller’s lack of knowledge with respect to the substance of
such representation or warranty, such inaccuracy shall be deemed a breach
of the
applicable representation or warranty.
With
respect to any Qualified Substitute Mortgage Loan or Loans, the Seller
shall
deliver to the Trustee for the benefit of the Certificateholders the Mortgage
Note, the Mortgage, the related assignment of the Mortgage, and such other
documents and agreements as are required by Section 2.01(b), with the Mortgage
Note endorsed and the Mortgage assigned as required by Section 2.01. No
substitution is permitted to be made in any calendar month after the
Determination Date for such month. Scheduled Payments due with respect
to
Qualified Substitute Mortgage Loans in the month of substitution shall
not be
part of the Trust Fund and will be retained by the Seller on the next succeeding
Distribution Date. For the month of substitution, distributions to
Certificateholders will include the monthly payment due on any Deleted
Mortgage
Loan for such month and thereafter the Seller shall be entitled to retain
all
amounts received in respect of such Deleted Mortgage Loan. The Seller 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
Qualified Substitute Mortgage Loan or Loans and the Seller shall deliver
the
amended Mortgage Loan Schedule to the Trustee. Upon such substitution,
the
Qualified Substitute Mortgage Loan or Loans shall be subject to the terms
of
this Agreement in all respects, and the Seller shall be deemed to have
made with
respect to such Qualified Substitute Mortgage Loan or Loans, as of the
date of
substitution, the representations and warranties made pursuant to Section
2.03(e) with respect to such Mortgage Loan. Upon any such substitution
and the
deposit to the Certificate Account of the amount required to be deposited
therein in connection with such substitution as described in the following
paragraph, the Trustee shall release the Mortgage File held for the benefit
of
the Certificateholders relating to such Deleted Mortgage Loan to the Seller
and
shall execute and deliver at the Seller’s direction such instruments of transfer
or assignment prepared by the Seller, in each case without recourse, as
shall be
necessary to vest title in the Seller, or its designee, the Trustee’s interest
in any Deleted Mortgage Loan substituted for pursuant to this Section
2.03.
For
any
month in which the Seller substitutes one or more Qualified Substitute
Mortgage
Loans for one or more Deleted Mortgage Loans, the Trustee shall determine
the
amount (if any) by which the aggregate principal balance of all such Qualified
Substitute Mortgage Loans as of the date of substitution is less than the
aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after
application of the scheduled principal portion of the monthly payments
due in
the month of substitution). The amount of such shortage (the “Substitution
Adjustment Amount”) plus an amount equal to the sum of (i) the aggregate of any
unreimbursed Advances with respect to such Deleted Mortgage Loans and (ii)
any
costs and damages actually incurred and paid by or on behalf of the Trust
in
connection with any breach of the representation and warranty set forth
in
Schedule IV (xx) as the result of a violation of a predatory or abusive
lending
law applicable to such Mortgage Loan shall be deposited in the Certificate
Account by the Seller on or before the Business Day immediately preceding
the
Distribution Date in the month succeeding the calendar month during which
the
related Mortgage Loan became required to be repurchased or replaced
hereunder.
In
the
event that the Seller shall have repurchased a Mortgage Loan, the Repurchase
Price therefor shall be deposited in the Certificate Account on or before
the
Business Day immediately preceding the Distribution Date in the month following
the month during which the Seller became obligated hereunder to repurchase
or
replace such Mortgage Loan. Upon such deposit of the Repurchase Price and
the
delivery of the Opinion of Counsel if required by Section 2.05, the related
Servicer shall deliver a Request for Release in the form of Exhibit M hereto
to
the Trustee, with a copy to the related Custodian. The Trustee, or the
related
Custodian on behalf of the Trustee, shall release the related Mortgage
File held
for the benefit of the Certificateholders to such Person, and the Trustee
shall
execute and deliver at such Person’s direction such instruments of transfer or
assignment prepared by such Person, in each case without recourse, as shall
be
necessary to transfer title from the Trustee. It is understood and agreed
that
the obligation under this Agreement of any Person to cure, repurchase or
substitute any Mortgage Loan as to which a breach has occurred and is continuing
shall constitute the sole remedy against such Persons respecting such breach
available to Certificateholders, the Depositor or the Trustee on their
behalf.
The
representations and warranties made pursuant to this Section 2.03 shall
survive
delivery of the respective Mortgage Files to the Trustee for the benefit
of the
Certificateholders.
SECTION 2.04 |
Representations
and Warranties of the Depositor as to the Mortgage
Loans.
|
The
Depositor hereby represents and warrants to the Trustee with respect to
the
Mortgage Loans that, as of the Closing Date, assuming good title has been
conveyed to the Depositor, the Depositor had good title to the Mortgage
Loans
and Mortgage Notes, and did not encumber the Mortgage Loans during its
period of
ownership thereof, other than as contemplated by the Agreement.
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.
SECTION 2.05 |
Delivery
of Opinion of Counsel in Connection with
Substitutions.
|
Notwithstanding
any contrary provision of this Agreement, no substitution pursuant to Section
2.02 shall be made more than 120 days after the Closing Date unless the
Seller
delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel
shall
not be at the expense of either the Trustee or the Trust Fund, addressed
to the
Trustee, to the effect that such substitution will not (i) result in the
imposition of the tax on “prohibited transactions” on the Trust Fund or
contributions after the Startup Date, as defined in Sections 860F(a)(2)
and
860G(d) of the Code, respectively, or (ii) cause any REMIC created hereunder
to
fail to qualify as a REMIC at any time that any Certificates are
outstanding.
SECTION 2.06 |
Execution
and Delivery of Certificates.
|
The
Trustee (or the related Custodian) acknowledges receipt of the items described
in Section 2.02 of this Agreement and the documents identified in the Initial
Certification in the form annexed hereto as Exhibit G and, concurrently
with
such receipt, has executed and delivered to or upon the order of the Depositor,
the Certificates in authorized denominations evidencing directly or indirectly
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 to the best of its ability, to the end that the interests
of the
Holders of the Certificates may be adequately and effectively
protected.
SECTION 2.07 |
REMIC
Matters.
|
The
Preliminary Statement sets forth the designations and “latest possible maturity
date” for federal income tax purposes of all interests created hereby. The
“Startup Day” for purposes of the REMIC Provisions shall be the Closing Date.
The REMIC 1 Regular Interests shall be designated as the “regular interests” in
REMIC 1. The REMIC 2 Regular Interests shall be designated as the “regular
interests” in REMIC 2. The REMIC 3 Regular Interests shall be designated as the
“regular interests” in REMIC 3. 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 M-7, Class
M-8,
Class M-9, Class B-1, Class B-2, Class P, Class X-1 and Class X-S Certificates
and the REMIC 4 Regular Interest IO shall be designated as the “regular
interests” in REMIC 4. The Class A-R Certificates will represent beneficial
ownership of four residual interests, Class R-1 Interest, Class R-2 Interest,
Class R-3 Interest and Class R-4 Interest, each of which will constitute
the
sole class of residual interests in each of REMIC 1, REMIC 2, REMIC 3 and
REMIC
4, respectively. The Trustee shall not permit the creation of any “interests”
(within the meaning of Section 860G of the Code) in REMIC 1, REMIC 2, REMIC
3 or
REMIC 4 other than the Certificates, the REMIC 1 Regular Interests, the
REMIC 2
Regular Interests or the REMIC 3 Regular Interests. The “tax matters person”
with respect to each of REMIC 1, REMIC 2, REMIC 3 and REMIC 4 shall be
the
Holder of the Class A-R Certificate at any time holding the largest Percentage
Interest thereof in the manner provided under Treasury regulations section
1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1. The fiscal
year
for each REMIC shall be the calendar year. In addition, the Class X-1
Certificateholders shall be deemed to have entered into a contractual
arrangement with the Class A-R Certificateholders whereby the Class A-R
Certificateholders agree to pay to the Class X-1 Certificateholders on
each
Distribution Date amounts that would, in the absence of such contractual
agreement, be distributable with respect to the residual interest in REMIC
1,
REMIC 2, REMIC 3 and REMIC 4 pursuant to Section 4.02(b)(iv)DD. (which
amounts
are expected to be zero).
SECTION 2.08 |
Covenants
of each Servicer.
|
Each
respective Servicer hereby covenants to the Depositor and the Trustee that
no
written information, certificate of an officer, statement furnished in
writing
or written report prepared by such Servicer and delivered to the Depositor,
any
affiliate of the Depositor or the Trustee and prepared by such Servicer
pursuant
to this Agreement will contain any untrue statement of a material
fact.
SECTION 2.09 |
Conveyance
of REMIC Regular Interests and Acceptance of REMIC 1, REMIC 2,
REMIC 3 and
REMIC 4 by the Trustee; Issuance of
Certificates.
|
(a) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee
without
recourse all the right, title and interest of the Depositor in and to the
REMIC
1 Regular Interests for the benefit of the Holder of the REMIC 2 Regular
Interests and the Holders of the Class R-2 Interest. The Trustee acknowledges
receipt of the REMIC 1 Regular Interests (each of 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 2 Regular Interests and Holder of the
Class
R-2 Interest. The interests evidenced by the Class R-2 Interest, together
with
the REMIC 2 Regular Interests, constitute the entire beneficial ownership
interest in REMIC 2.
(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
2 Regular Interests for the benefit of the Holders of the REMIC 3 Regular
Interests and the Class R-3 Interest. The Trustee acknowledges receipt
of the
REMIC 2 Regular Interests (each of 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 3 Regular Interests and of the Class R-3 Interest.
The
interests evidenced by the Class R-3 Interest, together with the REMIC
3 Regular
Interests, constitute the entire beneficial ownership interest in REMIC
3.
(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
3 Regular Interests for the benefit of the Holders of the Regular Certificates
and the Class R-4 Interest. The Trustee acknowledges receipt of the REMIC
3
Regular Interests (each of 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 Regular Certificates and of the Class R-4 Interest. The interests
evidenced by the Class R-4 Interest, together with the Regular Certificates,
constitute the entire beneficial ownership interest in REMIC 4.
(d) In
exchange for the REMIC 3 Regular Interests and, concurrently with the assignment
to the Trustee thereof, pursuant to the written request of the Depositor
executed by an officer of the Depositor, the Trustee has executed, authenticated
and delivered to or upon the order of the Depositor, the Regular Certificates
in
authorized denominations evidencing (together with the Class R-4 Interest)
the
entire beneficial ownership interest in REMIC 4.
(e) Concurrently
with (i) the assignment and delivery to the Trustee of REMIC 1 (including
the
Residual Interest therein represented by the Class R-1 Interest) and the
acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02
and
Section 2.09(a); (ii) the assignment and delivery to the Trustee of REMIC
2
(including the Residual Interest therein represented by the Class R-2 Interest)
and the acceptance by the Trustee thereof, pursuant to Section 2.09(b);
(iii)
the assignment and delivery to the Trustee of REMIC 3 (including the Residual
Interest therein represented by the Class R-3 Interest) and the acceptance
by
the Trustee thereof, pursuant to Section 2.09(c) and the assignment and
delivery
to the Trustee of REMIC 4 (including the Residual Interest therein represented
by the Class R-4 Interest) and the acceptance by the Trustee thereof, pursuant
to Section 2.09(d), the Trustee, pursuant to the written request of the
Depositor executed by an officer of the Depositor, has executed, authenticated
and delivered to or upon the order of the Depositor, the Regular Certificates
and the Class A-R Certificates in authorized denominations evidencing the
Class
R-2 Interest, the Class R-3 Interest and the Class R-4 Interest.
SECTION 2.10 |
Purposes
and Powers of the Trust.
|
The
purpose of the common law trust, as created hereunder, is to engage in
the
following activities:
(a) acquire
and hold the Mortgage Loans and the other assets of the Trust Fund and
the
proceeds therefrom;
(b) to
issue
the Certificates sold to the Depositor in exchange for the Mortgage
Loans;
(c) to
make
payments on the Certificates;
(d) to
engage
in those activities that are necessary, suitable or convenient to accomplish
the
foregoing or are incidental thereto or connected therewith; and
(e) subject
to compliance with this Agreement, to engage in such other activities as
may be
required in connection with conservation of the Trust Fund and the making
of
distributions to the Certificateholders.
The
trust
is hereby authorized to engage in the foregoing activities. The Trustee
shall
not 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 2.10 may not be
amended,
without the consent of the Certificateholders evidencing 51% or more of
the
aggregate Voting Rights of the Certificates.
ARTICLE
III
ADMINISTRATION
AND SERVICING
OF
MORTGAGE LOANS
SECTION 3.01 |
Servicers
to Service Mortgage Loans.
|
For
and
on behalf of the Certificateholders, each Servicer shall service and administer
the Mortgage Loans in accordance with the terms of this Agreement and with
Accepted Servicing Practices. The obligations of each of SPS and Ocwen
hereunder
to service and administer the Mortgage Loans shall be limited to the SPS
Serviced Loans and Ocwen Serviced Loans, respectively; and with respect
to the
duties and obligations of each Servicer, references herein to the “Mortgage
Loans” or “related Mortgage Loans” shall be limited to the the SPS Serviced
Loans (and the related proceeds thereof and related REO Properties), in
the case
of SPS and the Ocwen Serviced Loans (and the related proceeds thereof and
related REO Properties), in the case of Ocwen, and in no event shall any
Servicer have any responsibility or liability with respect to any of the
other
Mortgage Loans. Notwithstanding anything in this Agreement, any Subservicing
Agreement or the Credit Risk Management Agreement to the contrary, neither
SPS
nor Ocwen shall have any duty or obligation to enforce any Credit Risk
Management Agreement to which it is not a party, nor to supervise, monitor
or
oversee the activities of the Credit Risk Manager under any other Credit
Risk
Management Agreement with respect to any action taken or not taken by SPS
or
Ocwen, as applicable, pursuant to a recommendation of the Credit Risk Manager
In
connection with such servicing and administration, each Servicer shall
have full
power and authority, acting alone and/or through Subservicers as provided
in
Section 3.02 hereof, 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 Mortgaged
Property and assumptions of the Mortgage Notes and related Mortgages (but
only
in the manner provided in this Agreement), (iii) to collect any Insurance
Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure
or
other conversion of the ownership of the Mortgaged Property securing any
Mortgage Loan; provided that a Servicer shall not take any action that
is
materially inconsistent with or materially prejudices the interests of
the Trust
Fund or the Certificateholders in any Mortgage Loan or the rights and interests
of the Depositor, the Trustee or the Certificateholders under this Agreement
unless such action is specifically called for by the terms hereof. The
Trustee
will provide a limited power of attorney to each Servicer, prepared by
each
Servicer and reasonably acceptable to the Trustee, to permit each Servicer
to
act on behalf of the Trustee under this Agreement. Each Servicer hereby
indemnifies the Trustee for all costs and expenses incurred by the Trustee
in
connection with the negligent or willful misuse of such power of attorney.
Each
Servicer shall represent and protect the interests of the Trust Fund in
the same
manner as it protects its own interests in mortgage loans in its own portfolio
in any claim, proceeding or litigation regarding a Mortgage Loan. Each
Servicer
further is hereby authorized and empowered in its own name or in the name
of the
Subservicer, when such Servicer or the Subservicer, as the case may be,
believes
it is appropriate in its best judgment to register any Mortgage Loan on
the
MERS® System, or cause the removal from the registration of any Mortgage Loan
on
the MERS® System, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment
and
other comparable instruments with respect to such assignment or re-recording
of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. Any reasonable expenses incurred in connection
with the
actions described in the preceding sentence or as a result of MERS discontinuing
or becoming unable to continue operations in connection with the MERS® System,
shall be reimbursable by the Trust Fund to such Servicer. Notwithstanding
the
foregoing, subject to Section 3.05(a), the Servicers shall not make or
permit
any modification, waiver or amendment of any Mortgage Loan that would both
constitute a sale or exchange of such Mortgage Loan within the meaning
of
Section 1001 of the Code and any proposed, temporary or final regulations
promulgated thereunder (other than in connection with a proposed conveyance
or
assumption of such Mortgage Loan that is treated as a Principal Prepayment
in
Full pursuant to Section 3.10 hereof) which would cause any of REMIC 1,
REMIC 2,
REMIC 3 or REMIC 4 to fail to qualify as a REMIC. Without limiting the
generality of the foregoing, each Servicer, in its own name or in the name
of
the Depositor and the Trustee, is hereby authorized and empowered by the
Depositor and the Trustee, when such 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. Each Servicer shall prepare and deliver to the Depositor
and/or the Trustee such documents requiring execution and delivery by either
or
both of them as are necessary or appropriate to enable such Servicer to
service
and administer the Mortgage Loans to the extent that such Servicer is not
permitted to execute and deliver such documents pursuant to the preceding
sentence. Upon receipt of such documents and a written request signed by
an
authorized officer, the Depositor and/or the Trustee shall execute such
documents and deliver them to such Servicer.
In
accordance with the standards of the preceding paragraph, each Servicer
shall
advance or cause to be advanced funds as necessary for the purpose of effecting
the payment of taxes and assessments on any Mortgaged Property (to the
extent
such Servicer has been notified that such taxes or assessments have not
paid by
the related Mortgagor or the owner or the servicer of the related First
Mortgage
Loan), which advances shall be reimbursable in the first instance from
related
collections from the Mortgagors pursuant to Section 3.06, and further as
provided in Section 3.08; provided, however, that each Servicer shall be
required to advance only to the extent that such advances, in the good
faith
judgment of such Servicer, will be recoverable by such Servicer out of
Insurance
Proceeds, Liquidation Proceeds, or otherwise out of the proceeds of the
related
Mortgage Loan; and provided, further, that such payments shall be advanced
within such time period required to avoid the loss of the Mortgaged Property
by
foreclosure of a tax or other lien. The costs incurred by a 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 Balances of the related Mortgage Loans, notwithstanding
that
the terms of such Mortgage Loans so permit; provided, however, that the
limitations contained in this sentence will not apply to modifications
made
pursuant to Section 3.05(a).
Subject
to the provisions of the first paragraph of this Section, the Trustee shall
execute, at the written request of a Servicer, and furnish to such Servicer
and
any Subservicer such documents as are necessary or appropriate to enable
such
Servicer or any Subservicer to carry out their servicing and administrative
duties hereunder, and the Trustee hereby grants to each Servicer a power
of
attorney, to be completed in the form of Exhibit AA hereto, to carry out
such
duties. The Trustee shall not be liable for the actions of the Servicers
or any
Subservicers under such powers of attorney.
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 related
Servicer, in such capacity, 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.
With
respect to the Mortgage Loans, the Servicer of each Mortgage Loan agrees
that,
with respect to the Mortgagors of such Mortgage Loans, such Servicer for
each
Mortgage Loan shall furnish, in accordance with the Fair Credit Reporting
Act
and its implementing regulations, accurate and complete information on
its
borrower credit files to Equifax, Experian and Trans Union Credit Information
Company on a monthly basis.
SECTION 3.02 |
Subservicing;
Enforcement of the Obligations of
Subservicers.
|
(a) The
Mortgage Loans may be subserviced by a Subservicer on behalf of the related
Servicer in accordance with the servicing provisions of this Agreement,
provided
that the Subservicer is an approved Xxxxxx Xxx or Xxxxxxx Mac seller/servicer
in
good standing. A Servicer may perform any of its servicing responsibilities
hereunder or may cause the Subservicer to perform any such servicing
responsibilities on its behalf, but the use by such Servicer of the Subservicer
shall not release such Servicer from any of its obligations hereunder and
such
Servicer shall remain responsible hereunder for all acts and omissions
of the
Subservicer as fully as if such acts and omissions were those of such Servicer.
Each Servicer shall pay all fees and expenses of any Subservicer engaged
by such
Servicer from its own funds.
Notwithstanding
the foregoing, each Servicer shall be entitled to outsource one or more
separate
servicing functions to a Person (each, an “Outsourcer”) that does not meet the
eligibility requirements for a Subservicer, so long as such outsourcing
does not
constitute the delegation of such Servicer’s obligation to perform all or
substantially all of the servicing of the related Mortgage Loans to such
Outsourcer. In such event, the use by a Servicer of any such Outsourcer
shall
not release such Servicer from any of its obligations hereunder and such
Servicer shall remain responsible hereunder for all acts and omissions
of such
Outsourcer as fully as if such acts and omissions were those of such Servicer,
and such Servicer shall pay all fees and expenses of the Outsourcer from
such
Servicer’s own funds.
(b) At
the
cost and expense of a Servicer, without any right of reimbursement from
the
Depositor, Trustee, the Trust Fund, or the Collection Account, such Servicer
shall be entitled to terminate the rights and responsibilities of its
Subservicer and arrange for any servicing responsibilities to be performed
by a
successor Subservicer meeting the requirements set forth in Section 3.02(a),
provided, however, that nothing contained herein shall be deemed to prevent
or
prohibit such Servicer, at such Servicer’s option, from electing to service the
related Mortgage Loans itself. In the event that a Servicer’s responsibilities
and duties under this Agreement are terminated pursuant to Section 7.01,
and if
requested to do so by the Trustee, such Servicer shall at its own cost
and
expense terminate the rights and responsibilities of its Subservicer as
soon as
is reasonably possible. Each Servicer shall pay all fees, expenses or penalties
necessary in order to terminate the rights and responsibilities of its
Subservicer from such Servicer’s own funds without any right of reimbursement
from the Depositor, Trustee, the Trust Fund, or the Collection
Account.
(c) Notwithstanding
any of the provisions of this Agreement relating to agreements or arrangements
between a Servicer and its Subservicer, a Servicer and its Outsourcer,
or any
reference herein to actions taken through the Subservicer, the Outsourcer,
or
otherwise, no Servicer shall be relieved of its obligations to the Depositor,
Trustee or Certificateholders and shall be obligated to the same extent
and
under the same terms and conditions as if it alone were servicing and
administering the related Mortgage Loans. Each Servicer shall be entitled
to
enter into an agreement with its Subservicer and Outsourcer for indemnification
of such Servicer or Outsourcer, as applicable, by such Subservicer and
nothing
contained in this Agreement shall be deemed to limit or modify such
indemnification.
For
purposes of this Agreement, a Servicer shall be deemed to have received
any
collections, recoveries or payments with respect to the related Mortgage
Loans
that are received by a related Subservicer or Outsourcer, as applicable,
regardless of whether such payments are remitted by the Subservicer or
Outsourcer, as applicable, to such Servicer.
Any
Subservicing Agreement and any other transactions or services relating
to the
Mortgage Loans involving a Subservicer or an Outsourcer shall be deemed
to be
between the Subservicer or an Outsourcer, and related Servicer alone, and
the
Depositor, the Trustee and the other Servicer shall have no obligations,
duties
or liabilities with respect to a Subservicer including no obligation, duty
or
liability of the Depositor and Trustee or the Trust Fund to pay a Subservicer’s
fees and expenses.
SECTION 3.03 |
[Reserved].
|
SECTION 3.04 |
Trustee
to Act as Servicer.
|
(a) In
the
event that any Servicer shall for any reason no longer be a Servicer hereunder
(including by reason of an Event of Default), the Trustee or its successor
shall
thereupon assume all of the rights and obligations of such Servicer hereunder
arising thereafter (except that the Trustee shall not be (i) liable for
losses
of such Servicer pursuant to Section 3.09 hereof or any acts or omissions
of the
related predecessor Servicer hereunder, (ii) obligated to make Advances
if it is
prohibited from doing so by applicable law or (iii) deemed to have made
any
representations and warranties of such Servicer hereunder). Any such assumption
shall be subject to Section 7.02 hereof.
Each
Servicer shall, upon request of the Trustee, but at the expense of such
Servicer, deliver to the assuming party all documents and records relating
to
each Subservicing Agreement or substitute Subservicing Agreement and the
Mortgage Loans then being serviced thereunder and hereunder by such Servicer
and
an accounting of amounts collected or held by it and otherwise use its
best
efforts to effect the orderly and efficient transfer of the substitute
Subservicing Agreement to the assuming party.
(b) [reserved].
SECTION 3.05 |
Collection
of Mortgage Loans; Collection Accounts; Certificate Account; Pre-Funding
Account; Capitalized Interest Account.
|
(a) Continuously
from the date hereof until the principal and interest on all Mortgage Loans
have
been paid in full or such Mortgage Loans have become Liquidated Mortgage
Loans,
each Servicer shall proceed in accordance with Accepted Servicing Practices
to
collect all payments due under each of the related Mortgage Loans when
the same
shall become due and payable to the extent consistent with this Agreement
and,
consistent with such standard, with respect to Escrow Mortgage Loans, a
Servicer
shall ascertain and estimate Escrow Payments and all other charges that
will
become due and payable with respect to the Mortgage Loans and the Mortgaged
Properties, to the end that the installments payable by the Mortgagors
will be
sufficient to pay such charges as and when they become due and payable.
Consistent with the foregoing, in connection with Mortgage Loans which
it is
directly servicing, each Servicer may in its discretion (i) waive any late
payment charge or any prepayment charge or penalty interest in connection
with
the prepayment of a Mortgage Loan and (ii) extend the Due Dates for payments
due
on a Mortgage Note for a period not greater than 180 days; provided,
however,
that no
such Servicer can extend the maturity of any such Mortgage Loan past the
date on
which the final payment is due on the latest maturing Mortgage Loan as
of the
Cut-off Date. Consistent with the foregoing, in instances when a Mortgage
Loan
is in default or default is reasonably foreseeable (within the meaning
of the
REMIC Provisions), the related Servicer may modify the terms of such Mortgage
Loan to (1) capitalize to the principal balance of any unreimbursed Advances,
unreimbursed Servicing Advances, unpaid Servicing Fees, and related amounts
due
to the related Servicer with respect to the related Mortgage Loan; (2)
defer
such amounts to a balloon payment due on the final payment date of such
Mortgage
Loan; (3) extend the maturity of any such Mortgage Loan, but in no instance
past
the date on which the final payment is due on the latest maturing Mortgage
Loan
as of the Cut-off Date; and/or (4) reduce the related Mortgage Rate (provided
that the Mortgage Rate of any adjustable rate Mortgage Loan may not be
reduced
below the Mortgage Rate of such Mortgage Loan immediately prior to the
related
first adjustment date), provided,
however,
the
Servicer shall not be entitled to reimbursement from the Trust Fund for
any fee
in connection with any such modification. Any such waiver, modification,
postponement or indulgence granted to a Mortgagor by a Servicer in connection
with its servicing of the related First Mortgage Loan shall not be considered
relevant to a determination of whether such Servicer has acted consistently
with
the terms and standards of this Agreement, so long as in such Servicer’s
determination such action is not materially adverse to the interests of
the
Certificateholders. Notice of any such modifications shall be provided
(i) in
writing, by the related Servicer to the Depositor and the Trustee or (ii)
as
part of the monthly report delivered by the related Servicer to the Trustee.
In
the event of any such arrangement that permits the deferment of principal
and
interest payment on any Mortgage Loan, the related Servicer shall make
Advances
on the related Mortgage Loan in accordance with the provisions of Section
4.01
during the scheduled period in accordance with the amortization schedule
of such
Mortgage Loan without modification thereof by reason of such arrangements.
Each
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.
(b) Each
Servicer shall segregate and hold all funds collected and received pursuant
to a
Mortgage Loan separate and apart from any of its own funds and general
assets
and shall establish and maintain one or more Collection Accounts, each
of which
shall be an Eligible Account, titled “[Servicer’s name], in trust for the
Holders of Credit Suisse First Boston Mortgage Securities Corp., Home Equity
Mortgage Pass-Through Certificates, Series 2006-4” or, if established and
maintained by a Subservicer on behalf of the related Servicer, “[Subservicer’s
name], in trust for [Servicer’s name]” or “[Subservicer’s name], as agent,
trustee and/or bailee of principal and interest custodial account for
[Servicer’s name], its successors and assigns, for various owners of interest in
[Servicer’s name] mortgage-backed pools”. Any funds deposited in a Collection
Account shall at all times be either invested in Eligible Investments or
shall
be fully insured to the full extent permitted under applicable law. Funds
deposited in a Collection Account may be drawn on by the applicable Servicer
in
accordance with Section 3.08.
Each
Servicer shall deposit in the Collection Account within two Business Days
of
receipt and retain therein, the following collections remitted by Subservicers
or payments received by such Servicer and payments made by such Servicer
subsequent to the Cut-off Date, other than Scheduled Payments due on or
before
the Cut-off Date:
(i) all
payments on account of principal on the Mortgage Loans, including all Principal
Prepayments;
(ii) all
payments on account of interest on the Mortgage Loans adjusted to the per
annum
rate equal to the Mortgage Rate reduced by the related Servicing Fee
Rate;
(iii) all
Liquidation Proceeds on the Mortgage Loans;
(iv) all
Insurance Proceeds on the Mortgage Loans including amounts required to
be
deposited pursuant to Section 3.09 (other than proceeds to be held in the
Escrow
Account and applied to the restoration or repair of the Mortgaged Property
or
released to the Mortgagor in accordance with Section 3.09);
(v) all
Advances made by such Servicer pursuant to Section 4.01;
(vi) with
respect to each Principal Prepayment on the Mortgage Loans, the Compensating
Interest Payment, if any, for the related Prepayment Period;
(vii) any
amounts required to be deposited by such Servicer in respect of net monthly
income from REO Property pursuant to Section 3.11; and
(viii) any
other
amounts required to be deposited hereunder including all collected Prepayment
Charges.
The
foregoing requirements for deposit into each Collection Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, Ancillary Income need not be deposited by such Servicer
into
such Collection Account. In addition, notwithstanding the provisions of
this
Section 3.05, each Servicer may deduct from amounts received by it, prior
to
deposit to the applicable Collection Account, any portion of any Scheduled
Payment representing the applicable Servicing Fee. In the event that a
Servicer
shall remit any amount not required to be remitted, it may at any time
withdraw
or direct the institution maintaining the related Collection Account to
withdraw
such amount from such Collection Account, any provision herein to the contrary
notwithstanding. Such withdrawal or direction may be accomplished by delivering
written notice thereof to the Trustee or such other institution maintaining
such
Collection Account which describes the amounts deposited in error in such
Collection Account. Each Servicer shall maintain adequate records with
respect
to all withdrawals made by it pursuant to this Section. All funds deposited
in a
Collection Account shall be held in trust for the Certificateholders until
withdrawn in accordance with Section 3.08.
(c) On
or
prior to the Closing Date, the Trustee shall establish and maintain, on
behalf
of the Certificateholders, the Certificate Account. The Trustee shall,
promptly
upon receipt, deposit in the Certificate Account and retain therein the
following:
(i) the
aggregate amount remitted by each Servicer to the Trustee pursuant to Section
3.08(viii);
(ii) any
amount deposited by the Trustee pursuant to Section 3.05(d) in connection
with
any losses on Eligible Investments; and
(iii) any
other
amounts deposited hereunder which are required to be deposited in the
Certificate Account.
In
the
event that a Servicer shall remit to the Trustee any amount not required
to be
remitted, it may at any time direct the Trustee to withdraw such amount
from the
Certificate Account, any provision herein to the contrary notwithstanding.
Such
direction may be accomplished by delivering an Officer’s Certificate to the
Trustee which describes the amounts deposited in error in the Certificate
Account. All funds deposited in the Certificate Account shall be held by
the
Trustee in trust for the Certificateholders until disbursed in accordance
with
this Agreement or withdrawn in accordance with Section 3.08(b). In no event
shall the Trustee incur liability for withdrawals from the Certificate
Account
at the direction of a Servicer.
(d) Each
institution at which a Collection Account, the Certificate Account or the
Pre-Funding Account is maintained shall either hold such funds on deposit
uninvested or shall invest the funds therein as directed in writing by
the
related Servicer (in the case of a Collection Account), the Trustee (in
the case
of the Certificate Account) or the Depositor (in the case of the Pre-Funding
Account), in Eligible Investments, which shall mature not later than (i)
in the
case of a Collection Account, the second Business Day immediately preceding
the
related Distribution Date and (ii) in the case of the Certificate Account
and
the Pre-Funding Account, the Business Day immediately preceding the Distribution
Date and, in each case, shall not be sold or disposed of prior to its maturity.
All income and gain net of any losses realized from any such balances or
investment of funds on deposit in a Collection Account and any other benefit
arising from the Collection Account shall be for the benefit of the related
Servicer as servicing compensation and shall be remitted to it monthly
as
provided herein. The amount of any realized losses in a Collection Account
incurred in any such account in respect of any such investments shall promptly
be deposited by the related Servicer in the related Collection Account.
The
Trustee in its fiduciary capacity shall not be liable for the amount of
any loss
incurred in respect of any investment or lack of investment of funds held
in a
Collection Account or the Pre-Funding Account. All income and gain net
of any
losses realized from any such investment of funds on deposit in the Certificate
Account shall be for the benefit of the Trustee as compensation and shall
be
remitted to it monthly as provided herein. The amount of any realized losses
in
the Certificate Account incurred in any such account in respect of any
such
investments shall promptly be deposited by the Trustee in the Certificate
Account. All income and gain net of any losses realized from any such balances
or investment of funds on deposit in the Pre-Funding Account shall be for
the
benefit of the Depositor and shall be remitted to it monthly.
(e) Each
Servicer shall give notice to the Trustee, the Seller, each Rating Agency
and
the Depositor of any proposed change of the location of the related Collection
Account prior to any change thereof. The Trustee shall give notice to each
Servicer, the Seller, each Rating Agency and the Depositor of any proposed
change of the location of the Certificate Account prior to any change
thereof.
(f) The
Trustee shall establish and maintain, on behalf of the Certificateholders,
the
Pre-Funding Account. On the Closing Date, the Depositor shall remit the
Pre-Funding Amount to the Trustee for deposit in the Pre-Funding Account.
On
each Subsequent Transfer Date, upon satisfaction of the conditions for
such
Subsequent Transfer Date set forth in Section 2.01(f), with respect to
the
related Subsequent Transfer Agreement, the Trustee shall remit to the Depositor
the applicable Aggregate Subsequent Transfer Amount as payment of the purchase
price for the related Subsequent Mortgage Loans.
If
any
funds remain in the Pre-Funding Account on November 24, 2006, to the extent
they
represent interest earnings on the amounts originally deposited into the
Pre-Funding Account, the Trustee shall distribute them to the order of
the
Depositor. The remaining funds in the Pre-Funding Account shall be transferred
to the Certificate Account to be included as part of principal distributions
to
the Certificates, in accordance with the priorities set forth herein, on
the
November 2006 Distribution Date.
(g) The
Trustee shall establish and maintain, on behalf of the Certificateholders,
the
Capitalized Interest Account. On the Closing Date, the Depositor shall
remit the
Capitalized Interest Deposit to the Trustee for deposit in the Capitalized
Interest Account. On
the
Business Day prior to each of the September 2006, October 2006 and November
2006
Distribution Dates, the Trustee shall transfer to the Certificate Account
from
each Capitalized Interest Account an amount equal to the Capitalized Interest
Requirement for such Distribution Date. On
each
of the September 2006 and October 2006 Distribution Dates, the Overfunded
Interest Amount shall be withdrawn from the Capitalized Interest Account
and
paid to the Depositor. Any funds remaining in the Capitalized Interest
Account
immediately after the November 2006 Distribution Date shall be paid to
the
Depositor.
SECTION 3.06 |
Establishment
of and Deposits to Escrow Accounts; Permitted Withdrawals from
Escrow
Accounts; Payments of Taxes, Insurance and Other
Charges.
|
(a) To
the
extent required by the related Mortgage Note and not in violation of current
law, the applicable Servicer shall segregate and hold all funds collected
and
received pursuant to a Mortgage Loan constituting Escrow Payments separate
and
apart from any of its own funds and general assets and shall establish
and
maintain one or more Escrow Accounts, each of which shall be an Eligible
Account, titled, “[Servicer’s name], in trust for “Credit Suisse First Boston
Mortgage Securities Corp., Home Equity Mortgage Pass-Through Certificates,
Series 2006-4 and various mortgagors” or, if established and maintained by a
Subservicer on behalf of the related Servicer, “[Subservicer’s name], in trust
for [Servicer’s name]” or “[Subservicer’s name], as agent, trustee and/or bailee
of taxes and insurance custodial account for [Servicer’s name], its successors
and assigns, for various owners of interest in [Servicer’s name] mortgage-backed
pools”. Funds deposited in the Escrow Account may be drawn on by the related
Servicer in accordance with Section 3.06(b). All income and gain net of
any
losses realized from any such balances or investment of funds on deposit
in an
Escrow Account and any other benefit arising from the Escrow Account shall
be
for the benefit of the related Servicer as servicing compensation and shall
be
remitted to it monthly as provided herein. The creation of any Escrow Account
shall be evidenced by a certification in the form of Exhibit P-1 hereto,
in the
case of an account established with a Servicer, or by a letter agreement
in the
form of Exhibit P-2 hereto, in the case of an account held by a depository
other
than a Servicer. A copy of such certification shall be furnished to the
Depositor and Trustee.
(b) Each
Servicer shall deposit in its Escrow Account or Accounts on a daily basis
within
one Business Day of receipt and retain therein:
(i) all
Escrow Payments collected on account of the related Mortgage Loans, for
the
purpose of effecting timely payment of any such items as required under
the
terms of this Agreement; and
(ii) all
amounts representing Insurance Proceeds which are to be applied to the
restoration or repair of any Mortgaged Property.
Each
Servicer shall make withdrawals from the Escrow Account only to effect
such
payments as are required under this Agreement, as set forth in Section
3.06(c).
Each Servicer shall be entitled to retain any interest paid on funds deposited
in the related Escrow Account by the depository institution, other than
interest
on escrowed funds required by law to be paid to the Mortgagor. To the extent
required by law, the applicable Servicer shall pay interest on escrowed
funds to
the Mortgagor notwithstanding that the Escrow Account may be non-interest
bearing or that interest paid thereon is insufficient for such
purposes.
(c) Withdrawals
from the Escrow Account or Accounts may be made by the related Servicer
only:
(i) to
effect
timely payments of ground rents, taxes, assessments, water rates, mortgage
insurance premiums, condominium charges, fire and hazard insurance premiums
or
other items constituting Escrow Payments for the related Mortgage;
(ii) to
reimburse such Servicer for any Servicing Advances made by such Servicer
pursuant to this Agreement with respect to a related Mortgage Loan, but
only
from amounts received on the related Mortgage Loan which represent late
collections of Escrow Payments thereunder;
(iii) to
refund
to any Mortgagor any funds found to be in excess of the amounts required
under
the terms of the related Mortgage Loan;
(iv) for
transfer to the related Collection Account to reduce the principal balance
of
the related Mortgage Loan in accordance with the terms of the related Mortgage
and Mortgage Note;
(v) for
application to restore or repair of the related Mortgaged Property in accordance
with the procedures outlined in Section 3.09;
(vi) to
pay to
such Servicer, or any Mortgagor to the extent required by law, any interest
paid
on the funds deposited in such Escrow Account;
(vii) to
clear
and terminate such Escrow Account on the termination of this Agreement;
and
(viii) to
remove
funds inadvertently placed in the Escrow Account by such Servicer.
SECTION 3.07 |
Access
to Certain Documentation and Information Regarding the Mortgage
Loans;
Inspections.
|
(a) Each
Servicer shall afford the Depositor and the Trustee reasonable access to
all
records and documentation regarding the Mortgage Loans and all accounts,
insurance information and other matters relating to this Agreement, such
access
being afforded without charge, but only upon reasonable request and during
normal business hours at the office designated by such Servicer. In addition,
each Servicer shall provide to any Special Servicer reasonable access to
all
records and documentation regarding the Mortgage Loans serviced by it that
become Special Serviced Mortgage Loans. Each Servicer may, from time to
time,
provide the Depositor, and any Person designated by the Depositor, with
reports
and information regarding the Mortgage Loans, including without limitation,
information requested by the Depositor or an originator of the Mortgage
Loans
for required institutional risk control.
(b) If,
at
the request of the Seller or the Depositor or otherwise in accordance with
the
terms of this Agreement, a Servicer enters into a special servicing advisory
agreement with a Holder of any Class of Certificates, such Servicer, pursuant
to
the terms of any such agreement, may provide such Holder, in its capacity
as
special servicing advisor, with loan-level information with respect to
the
Mortgage Loans.
(c) Each
Servicer shall inspect the Mortgaged Properties as often as deemed necessary
by
such Servicer in such Servicer’s sole discretion, to assure itself that the
value of such Mortgaged Property is being preserved. In addition, if any
Mortgage Loan is more than 60 days delinquent, each Servicer shall conduct
subsequent inspections in accordance with Accepted Servicing Practices
or as may
be required by the primary mortgage guaranty insurer. Each Servicer shall
keep a
written or electronic report of each such inspection.
SECTION 3.08 |
Permitted
Withdrawals from the Collection Accounts and Certificate
Account.
|
Each
Servicer may (and in the case of clause (viii) below, shall) from time
to time
make withdrawals from the related Collection Account for the following
purposes:
(i) to
pay to
such Servicer (to the extent not previously retained by such Servicer)
the
servicing compensation to which it is entitled pursuant to Section 3.14,
and to
pay to such Servicer, as additional servicing compensation, earnings on
or
investment income with respect to funds in or credited to such Collection
Account;
(ii) to
reimburse such Servicer for unreimbursed Advances made by it, such right
of
reimbursement pursuant to this subclause (ii) being limited to amounts
received
on the Mortgage Loan(s) in respect of which any such Advance was made (including
without limitation, late recoveries of payments, Liquidation Proceeds and
Insurance Proceeds, amounts representing proceeds of other insurance policies,
if any, covering the related Mortgaged Property, rental and other income
from
REO Property and proceeds of any purchase or repurchase of the related
Mortgage
Loan to the extent deposited in the Collection Account);
(iii) to
reimburse such Servicer for any Nonrecoverable Advance previously made
from
collections or proceeds of any of the Mortgage Loans;
(iv) to
reimburse such Servicer for (A) unreimbursed Servicing Advances, such Servicer’s
right to reimbursement pursuant to this clause (A) with respect to any
Mortgage
Loan being limited to amounts received on such Mortgage Loan which represent
late payments of principal and/or interest (including, without limitation,
Liquidation Proceeds and Insurance Proceeds, amounts representing proceeds
of
other insurance policies, if any, covering the related Mortgaged Property,
rental and other income from REO Property and proceeds of any purchase
or
repurchase of the related Mortgage Loan with respect to such Mortgage Loan)
respecting which any such advance was made, (B) for unpaid Servicing Fees
as
provided in Section 3.11 hereof and (C) in the case of Ocwen, for unpaid
Servicing Fees not otherwise collected from Liquidation Proceeds;
(v) to
pay to
the purchaser, with respect to each Mortgage Loan or property acquired
in
respect thereof that has been purchased pursuant to Section 2.02, 2.03
or 3.11,
all amounts received thereon after the date of such purchase;
(vi) to
reimburse such Servicer or the Depositor for expenses incurred by any of
them
and reimbursable pursuant to Section 6.03 hereof;
(vii) to
withdraw any amount deposited in such Collection Account and not required
to be
deposited therein;
(viii) on
or
prior to the Servicer Cash Remittance Date, to withdraw an amount equal
to the
Available Funds (other than clause (vi) thereof) plus any related Expense
Fees
(other than the Servicing Fee) for such Distribution Date and any Prepayment
Charges received in respect of the Mortgage Loans, subject to the collection
of
funds included in the definition of “Available Funds” and remit such amount to
the Trustee for deposit in the Certificate Account;
(ix) to
pay
itself any Prepayment Interest Excess; provided that in accordance with
the
definition of “Prepayment Interest Excess,” the applicable Servicer shall only
be entitled to Prepayment Interest Excess with respect to any Mortgage
Loan and
any Distribution Date if the related Principal Prepayment in full is deposited
to the related Collection Account pursuant to Section 3.05(b)(i) hereof
in the
same month as such Principal Prepayment in full is made, to be included
with
distributions on such Distribution Date;
(x) to
clear
and terminate such Collection Account upon termination of this Agreement
pursuant to Section 9.01 hereof;
(xi) to
invest
funds in certain Eligible Investments and to transfer funds to another
Eligible
Account;
(xii) to
reimburse such Servicer for any unpaid Servicing Fees to which such Servicer
is
entitled under this Agreement, including (A) in connection with the termination
of the obligations of such Servicer and (B) any accrued and unpaid Servicing
Fees at the time a Mortgage Loan becomes a Charged Off Loan; and
(xiii) to
reimburse such Servicer for any Capitalization Reimbursement Amount not
previously reimbursed.
Each
Servicer shall keep and maintain separate accounting, on a Mortgage Loan
basis
for the purpose of justifying any withdrawal from the Collection Account
pursuant to such subclauses (i), (ii), (iv) and (v). Prior to making any
withdrawal from a Collection Account pursuant to subclause (iii), the related
Servicer shall deliver to the Trustee a certificate of a Servicing Officer
indicating the amount of any previous Advance determined by such Servicer
to be
a Nonrecoverable Advance and identifying the related Mortgage Loans(s),
and
their respective portions of such Nonrecoverable Advance.
The
Trustee shall withdraw funds from the Certificate Account for distributions
to
the Certificateholders and the Credit Risk Manager, if applicable, in the
manner
specified in this Agreement (and to withhold from the amounts so withdrawn,
the
amount of any taxes that it is authorized to withhold pursuant to the last
paragraph of Section 8.11). In addition, the Trustee may from time to time
make
withdrawals from the Certificate Account for the following
purposes:
(i) to
pay to
itself the Trustee Fee and any investment income earned for the related
Distribution Date;
(ii) to
withdraw and return to the applicable Servicer for deposit to the Collection
Account any amount deposited in the Certificate Account and not required
to be
deposited therein; and
(iii) to
clear
and terminate the Certificate Account upon termination of this Agreement
pursuant to Section 9.01 hereof.
SECTION 3.09 |
Maintenance
of Hazard Insurance and Mortgage Impairment Insurance; Claims;
Restoration
of Mortgaged Property.
|
Each
Servicer shall obtain and maintain a blanket policy insuring against losses
arising from fire and hazards covered under extended coverage on all of
the
related Mortgage Loans, which policy shall provide coverage in an amount
equal
to the amount at least equal to the lesser of (i) the maximum insurable
value of
the improvements securing such Mortgage Loan and (ii) the greater of (A)
the
outstanding principal balance of the Mortgage Loan and (B) an amount such
that
the proceeds of such policy shall be sufficient to prevent the Mortgagor
and/or
the mortgagee from becoming co-insurer. Any amounts collected by a Servicer
under any such policy relating to a Mortgage Loan (for the avoidance of
doubt,
remaining after application of any such amounts to any related First Mortgage
Loan) shall be deposited in the related Collection Account subject to withdrawal
pursuant to Section 3.08. Such policy may contain a deductible clause,
in which
case, in the event that there shall not have been maintained on the related
Mortgaged Property a standard hazard insurance policy, and there shall
have been
a loss which would have been covered by such policy, the related Servicer
shall
deposit in the related Collection Account at the time of such loss the
amount
not otherwise payable under the blanket policy because of such deductible
clause
which is in excess of a deductible under a standard hazard insurance policy,
such amount to be deposited from such Servicer’s funds, without reimbursement
therefor. Upon request of the Trustee, a Servicer shall cause to be delivered
to
the Trustee a certified true copy of such policy and a statement from the
insurer thereunder that such policy shall in no event be terminated or
materially modified without 30 days’ prior written notice to the Trustee. In
connection with its activities as Servicer of the Mortgage Loans, each
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.
Pursuant
to Section 3.05, any amounts collected by a Servicer under any such policies
(other than amounts to be deposited in the related Escrow Account and applied
to
the restoration or repair of the related Mortgaged Property, or property
acquired in liquidation of the Mortgage Loan, or to be released to the
Mortgagor, in accordance with such Servicer’s normal servicing procedures) shall
be deposited in the related Collection Account (subject to withdrawal pursuant
to Section 3.08). Any costs incurred by a Servicer in maintaining such
insurance
shall be recoverable by such Servicer as a Servicing Advance out of payments
by
the related Mortgagor or out of Insurance Proceeds or Liquidation Proceeds.
Notwithstanding anything to the contrary in this paragraph, each Servicer
shall
be required to pay the costs of maintaining any insurance contemplated
by this
Section 3.09 only to the extent that such advances, in the good faith judgment
of such Servicer, will be recoverable.
A
Servicer need not obtain the approval of the Trustee prior to releasing
any
Insurance Proceeds to the Mortgagor to be applied to the restoration or
repair
of the Mortgaged Property if such release is in accordance with Accepted
Servicing Practices. At a minimum, each Servicer shall comply with the
following
conditions in connection with any such release of Insurance Proceeds in
excess
of $10,000:
(i) such
Servicer shall receive satisfactory independent verification of completion
of
repairs and issuance of any required approvals with respect
thereto;
(ii) such
Servicer shall take all steps necessary to preserve the priority of the
lien of
the Mortgage, including, but not limited to requiring waivers with respect
to
mechanics’ and materialmen’s liens; and
(iii) pending
repairs or restoration, such Servicer shall place the Insurance Proceeds
in the
related Escrow Account, if any.
If
the
Trustee is named as an additional loss payee, the related Servicer is hereby
empowered to endorse any loss draft issued in respect of such a claim in
the
name of the Trustee.
SECTION 3.10 |
Enforcement
of Due-on-Sale Clauses; Assumption
Agreements.
|
Each
Servicer shall use its best efforts to enforce any “due-on-sale” provision
contained in any related Mortgage or Mortgage Note and to deny assumption
by the
person to whom the Mortgaged Property has been or is about to be sold whether
by
absolute conveyance or by contract of sale, and whether or not the Mortgagor
remains liable on the Mortgage and the Mortgage Note. When the Mortgaged
Property has been conveyed by the Mortgagor, the related Servicer shall,
to the
extent it has knowledge of such conveyance, exercise its rights to accelerate
the maturity of such Mortgage Loan under the “due-on-sale” clause applicable
thereto, provided, however, that such Servicer shall not exercise such
rights if
prohibited by law from doing so or if the exercise of such rights would
impair
or threaten to impair any recovery under the related Primary Insurance
Policy,
if any or, if consistent with Accepted Servicing Practices, such Servicer
believes the collections and other recoveries in respect of such Mortgage
Loans
could reasonably be expected to be maximized if the Mortgage Loan were
not
accelerated.
If
a
Servicer reasonably believes it is unable under applicable law to enforce
such
“due-on-sale” clause or, if any of the other conditions set forth in the last
sentence of the preceding paragraph apply, such Servicer shall enter into
(i) an
assumption and modification agreement with the person to whom such property
has
been conveyed, pursuant to which such person becomes liable under the Mortgage
Note and the original Mortgagor remains liable thereon or (ii) in the event
such
Servicer is unable under applicable law to require that the original Mortgagor
remain liable under the Mortgage Note and such Servicer has the prior consent
of
the primary mortgage guaranty insurer, a substitution of liability agreement
with the purchaser of the Mortgaged Property pursuant to which the original
Mortgagor is released from liability and the purchaser of the Mortgaged
Property
is substituted as Mortgagor and becomes liable under the Mortgage Note.
Notwithstanding the foregoing, a Servicer shall not be deemed to be in
default
under this Section by reason of any transfer or assumption which such Servicer
reasonably believes it is restricted by law from preventing, for any reason
whatsoever. In connection with any such assumption, no material term of
the
Mortgage Note, including without limitation, the Mortgage Rate borne by
the
related Mortgage Note, the term of the Mortgage Loan or the outstanding
principal amount of the Mortgage Loan shall be changed.
Subject
to each Servicer’s duty to enforce any due-on-sale clause to the extent set
forth in this Section 3.10, 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 Mortgage Loan, such 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 may be changed. Together
with
each such substitution, assumption or other agreement or instrument delivered
to
the Trustee for execution by it, the related Servicer shall deliver an
Officer’s
Certificate signed by a Servicing Officer stating that the requirements
of this
Section 3.10 have been met in connection therewith. The related 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 a Servicer for entering
into
an assumption, modification or substitution of liability agreement will
be
retained by such Servicer as additional servicing compensation.
SECTION 3.11 |
Realization
Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage
Loans.
|
(a) (i)Each
Servicer shall use reasonable efforts to foreclose upon or otherwise comparably
convert the ownership of properties securing such of the related Mortgage
Loans
as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments. With respect
to
such of the Mortgage Loans as come into and continue in default, each Servicer
will decide whether to (i) foreclose upon the Mortgaged Properties securing
such
Mortgage Loans, (ii) write off the unpaid principal balance of the Mortgage
Loans as bad debt, (iii) take a deed in lieu of foreclosure, (iv) accept
a short
sale (a payoff of the Mortgage Loan for an amount less than the total amount
contractually owed in order to facilitate a sale of the Mortgaged Property
by
the Mortgagor) or permit a short refinancing (a payoff of the Mortgage
Loan for
an amount less than the total amount contractually owed in order to facilitate
refinancing transactions by the Mortgagor not involving a sale of the Mortgaged
Property), (v) arrange for a repayment plan, or (vi) agree to a modification
in
accordance with this Agreement. In connection with such decision, the related
Servicer shall take such action as (i) such Servicer would take under similar
circumstances with respect to a similar mortgage loan held for its own
account
for investment, (ii) shall be consistent with Accepted Servicing Practices,
(iii) such Servicer shall determine consistently with Accepted Servicing
Practices to be in the best interest of the Trustee and Certificateholders,
provided, that actions taken by a Servicer in connection with its servicing
of
the related First Mortgage Loan shall not be considered relevant to a
determination of whether such Servicer has met the standard set forth in
this
clause (iii), so long as in such Servicer’s determination such action is not
materially adverse to the interests of the Certificateholders and (iv)
is
consistent with the requirements of the insurer under any Required Insurance
Policy; provided, however, that such 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 in its sole discretion (i) that
such
restoration and/or foreclosure will increase the proceeds of liquidation
of the
related Mortgage Loan after reimbursement to itself of such expenses and
(ii)
that such expenses will be recoverable to it through Liquidation Proceeds
(respecting which it shall have priority for purposes of withdrawals from
the
related Collection Account). The related Servicer shall be responsible
for all
other costs and expenses incurred by it in any such proceedings; provided,
however, that it shall be entitled to reimbursement thereof from the liquidation
proceeds with respect to the related Mortgaged Property, as provided in
the
definition of Liquidation Proceeds and as provided in Section
3.08(iv)(A).
(ii) Notwithstanding
anything to the contrary contained in this Agreement, with respect to any
Mortgage Loan that is one hundred twenty (120) days delinquent, the related
Servicer shall have obtained or shall obtain a broker’s price opinion with
respect to the related Mortgaged Property and shall use all reasonable
efforts
to obtain a total indebtedness balance (including, but not limited to,
unpaid
principal, interest, escrows, taxes and expenses) for any related senior
lien.
The cost of obtaining any such broker’s price opinion shall be reimbursable to
the related Servicer as a Servicing Advance pursuant to Section 3.08(iii)
or
(iv). After obtaining the related broker’s price opinion, the related Servicer
will determine whether any Significant Net Recovery is possible through
foreclosure proceedings or other liquidation of the related Mortgaged Property.
If the related Servicer determines that (x) no Significant Net Recovery
is
possible or (y) the potential Net Recoveries are anticipated to be an amount,
determined by the related Servicer in its good faith judgment and in light
of
other mitigating circumstances, that is insufficient to warrant proceeding
through foreclosure or other liquidation of the related Mortgaged Property,
it
may, at its discretion, charge off such delinquent Mortgage Loan in accordance
with subsections (a)(iii) and (a)(iv) below.
(iii) With
respect to any Mortgage Loan, if the related Servicer determines based
on the
broker’s price opinion obtained under paragraph (a)(ii) above and other relevant
considerations that (x) no Significant Net Recovery is possible through
foreclosure proceedings or other liquidation of the related Mortgaged Property
or (y) the potential Net Recoveries are anticipated to be an amount, determined
by the related Servicer in its good faith judgment and in light of other
mitigating circumstances, that is insufficient to warrant proceeding through
foreclosure or other liquidation of the related Mortgaged Property, it
will be
obligated to charge off the related Mortgage Loan at the time such Mortgage
Loan
becomes 180 days delinquent. Once a Mortgage Loan has been charged off,
the
related Servicer will discontinue making Advances, the related Servicer
will not
be entitled to any additional servicing compensation (except as described
in
paragraphs(a)(ii) or (a)(iv) of this Section 3.11), the Charged Off Loan
will
give rise to a Realized Loss, and the related Servicer will follow the
procedures described in paragraph (a)(iv) below. If the related Servicer
determines that (x) a Significant Net Recovery is possible through foreclosure
proceedings or other liquidation of the Mortgaged Property and (y) the
potential
Net Recoveries are anticipated to be an amount, determined by the related
Servicer in its good faith judgment and in light of other mitigating
circumstances, that is sufficient to warrant proceeding through foreclosure
or
other liquidation of the related Mortgaged Property, such Servicer may
continue
to make Advances or Servicing Advances on the related Mortgage Loan that
has
become 180 days delinquent and, will notify the Credit Risk Manager of
that
decision.
(iv) Any
SPS
Serviced Loan or Ocwen Serviced Loan that becomes a Charged Off Loan may
continue to be serviced by the related Servicer for the Certificateholders
using
SPS Special Servicing or Ocwen Special Servicing, as applicable. SPS or
Ocwen,
as applicable, will accrue, but not be entitled to, any Servicing Fees
and
reimbursement of expenses in connection with such Charged Off Loans, except
to
the extent of funds available from the aggregate amount of recoveries on
all SPS
Serviced Loans or Ocwen Serviced Loans, as applicable, that are Charged
Off
Loans. Such aggregate recovery amounts on SPS Serviced Loans or Ocwen Serviced
Loans, as applicable, that are Charged Off Loans shall be paid to SPS or
Ocwen,
as applicable, first, as reimbursement of any outstanding and unpaid expenses,
and second, as any accrued and unpaid Servicing Fees. SPS and Ocwen will
only be
entitled to previously accrued Servicing Fees and expenses on any such
related
Charged Off Loans. SPS and Ocwen will not be entitled to receive any future
unaccrued Servicing Fees or expenses from collections on such related Charged
Off Loans. Any Charged Off Loan serviced by SPS or Ocwen, as applicable,
using
SPS Special Servicing or Ocwen Special Servicing, as applicable, shall
be so
serviced until the Release Date described below. Any Net Recoveries on
such
Charged Off Loans received prior to the Release Date will be included in
Available Funds.
On
the
date (the “Release Date”) which is no more than six months after the date on
which SPS or Ocwen begins servicing any Charged Off Loans using SPS Special
Servicing or Ocwen Special Servicing, as applicable, unless specific Net
Recoveries are anticipated by SPS or Ocwen, as applicable, on a particular
Charged Off Loan (in which case the Release Date will be delayed until
all such
specific anticipated Net Recoveries are received), such Charged Off Loan
will be
released from the Trust Fund, will no longer be an asset of any REMIC,
and will
be transferred to the Class X-2 Certificateholders, without recourse, and
thereafter (i) those Holders (as identified with contact information in
writing
to the related Servicer by the Depositor) will be entitled to any amounts
subsequently received in respect of any such Released Loans, subject to
the
related Servicer’s fees described below, (ii) the Majority in Interest Class X-2
Certificateholder may designate any servicer to service any such Released
Loan
subject to the related Servicer’s fees described below, (iii) the Majority in
Interest Class X-2 Certificateholder may sell any such Released Loan to
a third
party and (iv) to the extent the servicing of such Released Loan is not
transferred from the related Servicer, the servicing of such Charged Off
Loans
and the fees therefor shall be governed by the most current servicing agreement
between the related Servicer and the Seller. Notwithstanding the previous
sentence, if at any time after a Mortgage Loan has been Charged Off and
prior to
six months after the date on which SPS or Ocwen begins servicing such Charged
Off Loan using SPS Special Servicing or Ocwen Special Servicing, as applicable,
SPS or Ocwen, as applicable, determines that there will not be any Net
Recoveries on such Charged Off Loan under any circumstances, SPS or Ocwen,
as
applicable, may release such Charged Off Loan to the Majority in Interest
Class
X-2 Certificateholder in accordance with the provisions set forth in the
previous sentence.
Notwithstanding
the foregoing, the procedures described above in this subsection 3.11(a)(iv)
relating to the treatment of Charged Off Loans may be modified at any time
at
the discretion of the Majority in Interest Class X-1 Certificateholder,
with the
consent of SPS and Ocwen, which consents shall not be unreasonably withheld;
provided, however, that in no event shall the Majority in Interest Class
X-1
Certificateholder change the fee structure relating to Charged Off Loans
in a
manner that would cause fees to be paid to SPS and Ocwen other than from
recoveries on Charged Off Loans.
The
Trustee shall track collections received by SPS and Ocwen on any Charged
Off
Loans based upon loan level data provided to the Trustee by SPS and Ocwen
on
each Servicer Data Remittance Date in a report in the form of Exhibit U
hereto,
identifying the Charged Off Loans as of the related Due Period that SPS
or
Ocwen, as applicable, will continue to service until the related Release
Date
using SPS Special Servicing or Ocwen Special Servicing, as applicable.
On each
Distribution Date, the Trustee shall verify, based on the recovery and
expense
information provided by SPS or Ocwen, as applicable, on the related Servicer
Data Remittance Date, (i) the aggregate amount of accrued and unpaid Servicing
Fees to be paid to SPS or Ocwen, as applicable, and expenses to be reimbursed
to
SPS or Ocwen, as applicable, on such Charged Off Loans as of the related
Due
Period and (ii) the amount of Net Recoveries on such Charged Off Loans
for such
Distribution Date. The Trustee shall be entitled to rely, without independent
verification, on the loan level data provided by SPS or Ocwen, as applicable,
that identifies the recovery amounts and the outstanding and unpaid expenses
on
any Charged Off Loan in order to verify the amount in clause (ii) of the
previous sentence. The Trustee will be responsible for independently verifying
the aggregate amount of accrued and unpaid Servicing Fees described in
clause
(i) of the second preceding sentence to be paid to SPS or Ocwen, as
applicable.
(v) Notwithstanding
anything to the contrary contained in this Agreement, in connection with
a
foreclosure or acceptance of a deed in lieu of foreclosure, in the event
the
related Servicer has reasonable cause to believe that a Mortgaged Property
is
contaminated by hazardous or toxic substances or wastes, or if the Trustee
otherwise requests, an environmental inspection or review of such Mortgaged
Property conducted by a qualified inspector shall be arranged for by the
such
Servicer. Upon completion of the inspection, the related Servicer shall
promptly
provide the Trustee with a written report of environmental inspection.
It is
understood by the parties hereto that any cost related to such inspection
shall
be advanced by the related Servicer and will be deemed a Servicing Advance
in
accordance with the provisions of Section 3.08 hereof.
(vi) In
the
event the environmental inspection report indicates that the Mortgaged
Property
is contaminated by hazardous or toxic substances or wastes, the related
Servicer
shall not proceed with foreclosure or acceptance of a deed in lieu of
foreclosure if the estimated costs of the environmental clean up, as estimated
in the environmental inspection report, together with the Servicing Advances
made by such Servicer and the estimated costs of foreclosure or acceptance
of a
deed in lieu of foreclosure exceeds the estimated value of the Mortgaged
Property. If however, the aggregate of such clean up and foreclosure costs
and
Servicing Advances are less than or equal to the estimated value of the
Mortgaged Property, then the related Servicer may, in its reasonable judgment
and in accordance with Accepted Servicing Practices, choose to proceed
with
foreclosure or acceptance of a deed in lieu of foreclosure and such Servicer
shall be reimbursed for all reasonable costs associated with such foreclosure
or
acceptance of a deed in lieu of foreclosure and any related environmental
clean
up costs, as applicable, from the related Liquidation Proceeds, or if the
Liquidation Proceeds are insufficient to fully reimburse such Servicer,
such
Servicer shall be entitled to be reimbursed from amounts in the related
Collection Account pursuant to Section 3.08 hereof. In the event the related
Servicer does not proceed with foreclosure or acceptance of a deed in lieu
of
foreclosure pursuant to the first sentence of this paragraph, such Servicer
shall be reimbursed for all Servicing Advances made with respect to the
related
Mortgaged Property from the related Collection Account pursuant to Section
3.08
hereof, such Servicer shall have no further obligation to service such
Mortgage
Loan under the provisions of this Agreement.
(b) With
respect to any REO Property, the deed or certificate of sale shall be taken
in
the name of U.S. Bank National Association (or in the case of a successor
trustee, the name of such successor trustee), the Trustee for the benefit
of the
Certificateholders of Home Equity Mortgage Trust Series 2006-4, or its
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. Pursuant to its efforts to sell such REO Property,
the
related Servicer shall in accordance with Accepted Servicing Practices
manage,
conserve, protect and operate each REO Property for the purpose of its
prompt
disposition and sale. The related Servicer, either itself or through an
agent
selected by such Servicer, shall manage, conserve, protect and operate
the REO
Property in the same manner that it manages, conserves, protects and operates
other foreclosed property for its own account, and in the same manner that
similar property in the same locality as the REO Property is managed. The
related Servicer may rent such property, as such Servicer deems to be in
the
best interest of the Trustee and the Certificateholders for the period
prior to
the sale of such REO Property on such terms and conditions and for such
periods
as such Servicer deems to be in the best interest of the Trustee and the
Certificateholders. The related Servicer shall furnish to the Trustee on
or
before each Distribution Date a statement with respect to any REO Property
covering the liquidation thereof during the previous calendar month. That
statement shall be accompanied by such other information as the Trustee
shall
reasonably request and which 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 related
Collection Account no later than the close of business on each Determination
Date. The related Servicer shall perform the tax reporting and withholding
required by Sections 1445 and 6050J of the Code with respect to foreclosures
and
abandonments, the tax reporting required by Section 6050H of the Code with
respect to the receipt of mortgage interest from individuals and any tax
reporting required by Section 6050P of the Code with respect to the cancellation
of indebtedness by certain financial entities, by preparing such tax and
information returns as may be required, in the form required, and delivering
the
same to the Trustee for filing.
To
the
extent consistent with Accepted Servicing Practices, the related Servicer
shall
also maintain on each REO Property fire and hazard insurance with extended
coverage in amount which is equal to the outstanding principal balance
of the
related Mortgage Loan (as reduced by any amount applied as a reduction
of
principal at the time of acquisition of the REO Property), liability insurance
and, to the extent required and available under the Flood Disaster Protection
Act of 1973, as amended, flood insurance in the amount required above.
Any costs
incurred by a Servicer in maintaining such insurance shall be recoverable
by
such Servicer as a Servicing Advance out of payments by the related Mortgagor
or
out of Insurance Proceeds or Liquidation Proceeds. Notwithstanding anything
to
the contrary in this paragraph, each Servicer shall be required to pay
the costs
of maintaining any insurance contemplated by this Section 3.11(b) only
to the
extent that such advances, in the good faith judgment of such Servicer,
will be
recoverable.
(c) In
the
event that the Trust Fund acquires any Mortgaged Property as aforesaid
or
otherwise in connection with a default or imminent default on a Mortgage
Loan,
the related Servicer shall dispose of such Mortgaged Property prior to
three
years after the end of the calendar year of its acquisition by the Trust
Fund
unless (i) the Trustee shall have been supplied with an Opinion of Counsel
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 any REMIC hereunder as defined in section 860F
of the Code or cause any REMIC hereunder 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) or (ii) the applicable Servicer shall have applied
for,
prior to the expiration of such three-year period, an extension of such
three-year period in the manner contemplated by Section 856(e)(3) of the
Code,
in which case the three-year period shall be extended by the applicable
extension period. The applicable Servicer shall be entitled to be reimbursed
from the Collection Account, as a Servicing Advance, for any costs incurred
in
obtaining 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 REMIC hereunder 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 related Servicer has agreed to indemnify
and
hold harmless the Trust Fund with respect to the imposition of any such
taxes.
In
the
event of a default on a Mortgage Loan one or more of whose obligor is not
a
United States Person, as that term is defined in Section 7701(a)(30) of
the
Code, in connection with any foreclosure or acquisition of a deed in lieu
of
foreclosure (together, “foreclosure”) in respect of such Mortgage Loan, the
related Servicer will cause compliance with the provisions of Treasury
Regulation Section 1.1445-2(d)(3) (or any successor thereto) necessary
to assure
that no withholding tax obligation arises with respect to the proceeds
of such
foreclosure except to the extent, if any, that proceeds of such foreclosure
are
required to be remitted to the obligors on the Mortgage Loan.
(d) The
income earned from the management of any REO Properties, net of reimbursement
to
such Servicer for expenses incurred (including any property or other taxes)
in
connection with such management and net of applicable accrued and unpaid
Servicing Fees, and unreimbursed Advances and Servicing Advances, shall
be
applied to the payment of principal 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 this
Agreement, to be payments on account of principal and interest on the related
Mortgage Notes and shall be deposited into the related Collection Account.
To
the extent the net income received during any calendar month is in excess
of the
amount attributable to amortizing principal and accrued interest at the
related
Mortgage Rate on the related Mortgage Loan for such calendar month, such
excess
shall be considered to be a partial prepayment of principal of the related
Mortgage Loan.
No
Servicer shall acquire any Mortgaged Property on behalf of any REMIC created
hereunder in connection with a default or imminent default on a Foreclosure
Restricted Loan, if acquiring title to the Mortgaged Property underlying
the
loan would cause the adjusted basis, for federal income tax purposes, of
these
Mortgaged Properties owned by the related REMIC after foreclosure, along
with
any other assets owned by the related REMIC other than “qualified mortgages” and
“permitted investments” within the meaning of Section 860G of the Code, to
exceed 0.75% of the adjusted basis of the assets of the related REMIC.
If the
adjusted basis of such Mortgaged Properties in foreclosure, along with
any other
assets owned by the related REMIC, other than “qualified mortgages” and
“permitted investments” with the meaning of Section 860G of the Code, exceed
1.0% of the adjusted basis of the assets of the related REMIC immediately
after
the distribution of principal and interest on any Distribution Date, the
applicable Servicer will dispose of enough of such Mortgaged Properties
in
foreclosure, for cash or otherwise, so that the adjusted basis of such
Mortgaged
Properties in foreclosure, along with any other assets owned by the related
REMIC, other than “qualified mortgages” and “permitted investments” within the
meaning of Section 860G of the Code, will be less than 1.0% of the adjusted
basis of the assets of the related REMIC. With respect to each Servicer,
the
foregoing percentage limitations will apply only to the Mortgage Loans
serviced
by such Servicer.
(e) The
proceeds from any liquidation of a Mortgage Loan, as well as any income
from an
REO Property, if applicable, will be applied in the following order of
priority:
first, to reimburse the related Servicer for any related unreimbursed Servicing
Advances and Servicing Fees; second, to reimburse such Servicer for any
unreimbursed Advances; third, to reimburse the related Collection Account
for
any Nonrecoverable Advances (or portions thereof) that were previously
withdrawn
by such Servicer pursuant to Section 3.08(iii) that related to such Mortgage
Loan; fourth, to accrued and unpaid interest (to the extent no Advance
has been
made for such amount or any such Advance has been reimbursed) on the Mortgage
Loan or related REO Property, at the per annum rate equal to the related
Mortgage Rate reduced by the related Servicing Fee Rate, to the Due Date
occurring in the month in which such amounts are required to be distributed;
and
fifth, as a recovery of principal of the Mortgage Loan. Excess proceeds,
if any,
from the liquidation of a Liquidated Mortgage Loan will be retained by
the
related Servicer as additional servicing compensation pursuant to Section
3.14.
SECTION 3.12 |
Trustee
to Cooperate; Release of Mortgage Files.
|
Upon
the
payment in full of any Mortgage Loan, or the receipt by a Servicer of a
notification that payment in full will be escrowed in a manner customary
for
such purposes, such Servicer will immediately notify the Trustee (or the
related
Custodian, as the case may be) by delivering, or causing to be delivered
a
“Request for Release” substantially in the form of Exhibit M. Upon receipt of
such request, the Trustee (or the related Custodian, as the case may be)
shall
within three Business Days release the related Mortgage File to the related
Servicer, and the Trustee shall within three Business Days of such Servicer’s
direction execute and deliver to such Servicer the request for reconveyance,
deed of reconveyance or release or satisfaction of mortgage or such instrument
releasing the lien of the Mortgage in each case provided by such Servicer,
together with the Mortgage Note with written evidence of cancellation thereon.
Each Servicer is authorized to cause the removal from the registration
on the
MERS® System of such Mortgage, if applicable, and to execute and deliver, on
behalf of the Trustee and the Certificateholders or any of them, any and
all
instruments of satisfaction or cancellation or of partial or full release.
Expenses incurred in connection with any instrument of satisfaction or
deed of
reconveyance shall be chargeable to the related Mortgagor to the extent
permitted by law and otherwise shall constitute a Servicing Advance. From
time
to time and as shall be appropriate for the servicing or foreclosure of
any
Mortgage Loan, including for such purpose, collection under any policy
of flood
insurance, any fidelity bond or errors or omissions policy, or for the
purposes
of effecting a partial release of any Mortgaged Property from the lien
of the
Mortgage or the making of any corrections to the Mortgage Note or the Mortgage
or any of the other documents included in the Mortgage File, the Trustee
shall,
within three Business Days of delivery to the Trustee (or the related Custodian,
as the case may be) of a Request for Release in the form of Exhibit M signed
by
a Servicing Officer, release the Mortgage File to the related Servicer.
Subject
to the further limitations set forth below, the related Servicer shall
cause the
Mortgage File or documents so released to be returned to the Trustee (or
the
related Custodian, as the case may be) when the need therefor by such Servicer
no longer exists, unless the Mortgage Loan is liquidated and the proceeds
thereof are deposited in the related Collection Account, in which case
such
Servicer shall deliver to the Trustee (or the related Custodian, as the
case may
be) a Request for Release in the form of Exhibit M, signed by a Servicing
Officer.
If
a
Servicer at any time seeks to initiate a foreclosure proceeding in respect
of
any Mortgaged Property as authorized by this Agreement, such Servicer shall,
if
applicable, deliver or cause to be delivered to the Trustee, for signature,
as
appropriate, any court pleadings, requests for trustee’s sale or other documents
(which, if acceptable by the related court, may be copies) necessary to
effectuate such foreclosure or any legal action brought to obtain judgment
against the Mortgagor on the Mortgage Note or the Mortgage or to obtain
a
deficiency judgment or to enforce any other remedies or rights provided
by the
Mortgage Note or the Mortgage or otherwise available at law or in
equity.
SECTION 3.13 |
Documents,
Records and Funds in Possession of a Servicer to be Held for the
Trustee.
|
Notwithstanding
any other provisions of this Agreement, each Servicer shall transmit to
the
Trustee as required by this Agreement all documents and instruments in
respect
of a Mortgage Loan coming into the possession of the related Servicer from
time
to time required to be delivered to the Trustee pursuant to the terms hereof
and
shall account fully to the Trustee for any funds received by such Servicer
or
which otherwise are collected by such Servicer as Liquidation Proceeds
or
Insurance Proceeds in respect of any Mortgage Loan. All Mortgage Files
and funds
collected or held by, or under the control of, a Servicer in respect of
any
Mortgage Loans, whether from the collection of principal and interest payments
or from Liquidation Proceeds, including but not limited to, any funds on
deposit
in a Collection Account, shall be held by the related 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. Each Servicer
also agrees that it shall not create, incur or subject any Mortgage File
or any
funds that are deposited in the related Collection Account, Certificate
Account
or any related 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 (other than the lien of a related First Mortgage Loan), security
interest, judgment, levy, writ of attachment or other encumbrance, or assert
by
legal action or otherwise any claim or right of setoff against any Mortgage
File
or any funds collected on, or in connection with, a Mortgage Loan, except,
however, that such Servicer shall be entitled to set off against and deduct
from
any such funds any amounts that are properly due and payable to such Servicer
under this Agreement.
SECTION 3.14 |
Servicing
Fee.
|
As
compensation for its services hereunder, each Servicer shall be entitled
to
withdraw from the Collection Account or to retain from interest payments
on the
related Mortgage Loans the amount of its Servicing Fee for each Mortgage
Loan,
less any amounts in respect of its Servicing Fee payable by such Servicer
pursuant to Section 3.05(b)(vi). The Servicing Fee is limited to, and payable
solely from, the interest portion of such Scheduled Payments collected
by the
related Servicer or as otherwise provided in Section 3.08.
Additional
servicing compensation in the form of Ancillary Income, Prepayment Interest
Excess and any excess proceeds upon the liquidation of a Mortgaged Property
(to
the extent not required to be remitted to the related Mortgagor) shall
be
retained by the related Servicer. Each Servicer shall be required to pay
all
expenses incurred by it in connection with its servicing activities hereunder
(including the payment of any expenses incurred in connection with any
Subservicing Agreement entered into pursuant to Section 3.02) and shall
not be
entitled to reimbursement thereof except as specifically provided for in
this
Agreement.
SECTION 3.15 |
Access
to Certain Documentation.
|
Each
Servicer shall provide to the OTS and the FDIC and to comparable regulatory
authorities supervising Holders of Subordinate Certificates and the examiners
and supervisory agents of the OTS, the FDIC and such other authorities,
access
to the documentation regarding the related Mortgage Loans required by applicable
regulations of the OTS and the FDIC. Such access shall be afforded without
charge, but only upon reasonable and prior written request and during normal
business hours at the offices designated by such Servicer. Nothing in this
Section shall limit the obligation of any Servicer to observe any applicable
law
prohibiting disclosure of information regarding the Mortgagors and the
failure
of such Servicer to provide access as provided in this Section as a result
of
such obligation shall not constitute a breach of this Section. Nothing
in this
Section 3.15 shall require any Servicer to collect, create, collate or
otherwise
generate any information that it does not generate in its usual course
of
business.
SECTION 3.16 |
Annual
Statement as to Compliance.
|
Not
later
than March 10 of each calendar year beginning in 2007 (and no later than
April
15 of any calendar year in which the Trust Fund is no longer subject to
the
Exchange Act reporting requirements), each Servicer and any Special Servicer
shall deliver to the Depositor and the Trustee an Officer’s Certificate (an
“Annual Statement of Compliance”) stating, as to the signer thereof, that (i) a
review of the activities of such Servicer or any Special Servicer during
the
preceding calendar year and of the performance of such Servicer 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, such Servicer or any Special
Servicer has fulfilled all its obligations under this Agreement in all
material
respects throughout such year, or, if there has been a failure to fulfill
any
such obligation in any material respect, specifying each such failure known
to
such officer and the nature and status of the failure. Such Annual Statement
of
Compliance shall contain no restrictions or limitations on its use. If
the
Trustee or the Depositor has not received the related Annual Statement
of
Compliance by March 10 of the related year (and no later than April 15
of any
calendar year in which the Trust Fund is no longer subject to the Exchange
Act
reporting requirements), such party shall notify the related Servicer by
telephone and email, or by telephone and fax, of such failure.
SECTION 3.17 |
Assessments
of Compliance and Attestation Reports.
|
On
and
after January 1, 2006, each Servicer and any Special Servicer shall service
and
administer the related Mortgage Loans in accordance with all applicable
requirements of the Servicing Criteria. Each Servicer and any Special Servicer
shall deliver to the Trustee and the Depositor on or before March 10 of
each
calendar year beginning in 2007 (and no later than April 15 of any calendar
year
in which the Trust Fund is no longer subject to the Exchange Act reporting
requirements), a report (an “Assessment of Compliance”) regarding the related
Servicer’s or any Special Servicer’s assessment of compliance with the Servicing
Criteria during the preceding calendar year as required by Rules 13a-18
and
15d-18 of the Exchange Act and Item 1122 of Regulation AB, which as of
the date
hereof, require a report by an authorized officer of the related Servicer
or the
Special Servicer that contains the following:
(a) A
statement by such officer of its responsibility for assessing compliance
with
the Servicing Criteria applicable to the related Servicer or any Special
Servicer;
(b) A
statement by such officer that such officer used the Servicing Criteria
to
assess compliance with the Servicing Criteria applicable to the related
Servicer
or any Special Servicer;
(c) An
assessment by such officer of the related Servicer’s or any Special Servicer’s
compliance with the applicable Servicing Criteria for the period consisting
of
the preceding calendar year, including disclosure of any material instance
of
noncompliance with respect thereto during such period, which assessment
shall be
based on the activities it performs with respect to asset-backed securities
transactions taken as a whole involving the related Servicer or any Special
Servicer, that are backed by the same asset type as the Mortgage
Loans;
(d) A
statement that a registered public accounting firm has issued an attestation
report on the related Servicer’s or any Special Servicer’s Assessment of
Compliance for the period consisting of the preceding calendar year;
and
(e) A
statement as to which of the Servicing Criteria, if any, are not applicable
to
the related Servicer or any Special Servicer, which statement shall be
based on
the activities it performs with respect to asset-backed securities transactions
taken as a whole involving the related Servicer or any Special Servicer,
that
are backed by the same asset type as the Mortgage Loans.
Such
report at a minimum shall address each of the Servicing Criteria specified
on a
certification substantially in the form of Exhibit EE hereto delivered
to the
Trustee and the Depositor concurrently with the execution of this Agreement.
If
the Trustee or the Depositor has not received the related Assessment of
Compliance by March 10 of the related year (and no later than April 15
of any
calendar year in which the Trust Fund is no longer subject to the Exchange
Act
reporting requirements), such party shall notify the related Servicer or
Special
Servicer by telephone and email, or by telephone and fax, of such
failure.
On
or
before March 10 of each calendar year beginning in 2007 (and no later than
April
15 of any calendar year in which the Trust Fund is no longer subject to
the
Exchange Act reporting requirements), each Servicer and any Special Servicer
shall furnish to the Trustee and the Depositor a report (an “Attestation
Report”) by a registered public accounting firm that attests to, and reports on,
the Assessment of Compliance made by the related Servicer or any Special
Servicer, 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. If the Trustee or the Depositor has not received
the
related Attestation Report by March 10 of the related year (and no later
than
April 15 of any calendar year in which the Trust Fund is no longer subject
to
the Exchange Act reporting requirements), such party shall notify the related
Servicer or Special Servicer by telephone and email, or by telephone and
fax, of
such failure.
Each
Servicer shall cause any Subservicer to which such Servicer delegated any
of its
responsibilities with respect to the related Mortgage Loans and each
Subcontractor determined by such Servicer to be “participating in the servicing
function” within the meaning of Item 1122 of Regulation AB, to deliver to the
Trustee and the Depositor an assessment of compliance and accountants’
attestation by March 10 of any calendar year during which the Trust Fund
is
subject to the Exchange Act reporting requirements.
For
so
long as the Trust Fund is subject to the Exchange Act reporting requirements,
the Trustee shall also provide to the Depositor an Assessment of Compliance
and
Attestation Report with respect to itself, as and when provided above by
March
15, which shall address each of the Servicing Criteria specified on Exhibit
EE
hereto which are indicated as applicable to the “trustee.”
SECTION 3.18 |
Maintenance
of Fidelity Bond and Errors and Omissions
Insurance.
|
Each
Servicer shall maintain with responsible companies, at its own expense,
a
blanket Fidelity Bond and an Errors and Omissions Insurance Policy, with
broad
coverage on all officers, employees or other persons acting in any capacity
requiring such persons to handle funds, money, documents or papers relating
to
the related Mortgage Loans (“Servicer Employees”). The amount of coverage under
any such Fidelity Bond and Errors and Omissions Insurance Policy shall
be at
least equal to the coverage maintained by the related Servicer in order
to be
acceptable to Xxxxxx Xxx or Xxxxxxx Mac to service loans for it or otherwise
in
an amount as is commercially available at a cost that is generally not
regarded
as excessive by industry standards. No provision of this Section 3.18 requiring
such Fidelity Bond and Errors and Omissions Insurance Policy shall diminish
or
relieve a 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 Xxxxxx Mae.
Upon the
request of the Trustee, the related Servicer shall cause to be delivered
to the
Trustee a certificate of insurance of the insurer and the surety including
a
statement from the surety and the insurer that such fidelity bond and insurance
policy shall in no event be terminated or materially modified without 30
days’
prior written notice to the Trustee.
SECTION 3.19 |
Duties
of the Credit Risk Manager.
|
The
Depositor appoints Xxxxxxx Fixed Income Services Inc. (formerly known as
The
Murrayhill Company) as Credit Risk Manager. For and on behalf of the Depositor,
and the Trustee, the Credit Risk Manager will provide the Depositor with
reports
and recommendations concerning Mortgage Loans that are past due, as to
which
there has been commencement of foreclosure, as to which there has been
forbearance in exercise of remedies which are in default, as to which obligor
is
the subject of bankruptcy, receivership, or an arrangement of creditors,
or as
to which have become REO Properties. Such reports and recommendations will
be
based upon information provided to the Credit Risk Manager pursuant to
the
Credit Risk Management Agreements and the Credit Risk Manager shall look
solely
to the related Servicer for all information and data (including loss and
delinquency information and data) and loan level information and data relating
to the servicing of the Mortgage Loans. If the Credit Risk Manager is no
longer
able to perform its duties hereunder, the Depositor shall terminate the
Credit
Risk Manager and cause the appointment of a successor Credit Risk Manager.
Upon
any termination of the Credit Risk Manager or the appointment of a successor
Credit Risk Manager, the Depositor shall give written notice thereof to
the
Seller, the Servicers, the Trustee and each Rating Agency. Notwithstanding
the
foregoing, the termination of the Credit Risk Manager pursuant to this
Section
3.19 shall not become effective until the appointment of a successor Credit
Risk
Manager.
SECTION 3.20 |
Limitation
Upon Liability of the Credit Risk
Manager.
|
Neither
the Credit Risk Manager, nor any of the directors, officers, employees
or agents
of the Credit Risk Manager, shall be under any liability to the Trustee,
the
Certificateholders or the Depositor for any action taken or for refraining
from
the taking of any action in good faith pursuant to this Agreement, in reliance
upon information provided by a Servicer under the Credit Risk Management
Agreements or of errors in judgment; provided, however, that this provision
shall not protect the Credit Risk Manager or any such person against liability
that would otherwise be imposed by reason of willful malfeasance, bad faith
or
gross negligence in its performance of its duties under this Agreement
or the
Credit Risk Manager Agreements. The Credit Risk Manager and any director,
officer, employee or agent of the Credit Risk Manager may rely in good
faith on
any document of any kind prima facie properly executed and submitted by
any
Person respecting any matters arising hereunder, and may rely in good faith
upon
the accuracy of information furnished by any Servicer pursuant to the Credit
Risk Management Agreements in the performance of its duties thereunder
and
hereunder.
SECTION 3.21 |
Advance
Facility.
|
(a) SPS
and
Ocwen are each hereby authorized to enter into a financing or other facility
(any such arrangement, an “Advance Facility”) under which (1) SPS or Ocwen, as
applicable, assigns or pledges to another Person (an “Advancing Person”) such
Servicer’s rights under this Agreement to be reimbursed for any Advances or
Servicing Advances and/or (2) an Advancing Person agrees to fund some or
all
Advances and/or Servicing Advances required to be made by SPS or Ocwen,
as
applicable, pursuant to this Agreement. No consent of the Trustee,
Certificateholders or any other party is required before SPS or Ocwen,
as
applicable, may enter into an Advance Facility; provided,
however,
that
the consent of the Trustee (which consent shall not be unreasonably withheld)
shall be required before SPS or Ocwen, as applicable, may cause to be
outstanding at one time more than one Advance Facility with respect to
Advances
or more than one Advance Facility with respect to Servicing Advances.
Notwithstanding the existence of any Advance Facility under which an Advancing
Person agrees to fund Advances and/or Servicing Advances on such Servicer’s
behalf, SPS or Ocwen, as applicable, shall remain obligated pursuant to
this
Agreement to make Advances and Servicing Advances pursuant to and as required
by
this Agreement, and shall not be relieved of such obligations by virtue
of such
Advance Facility. If SPS or Ocwen enters into an Advance Facility, and
for so
long as an Advancing Person remains entitled to receive reimbursement for
any
Advances or Servicing Advances outstanding and previously unreimbursed
pursuant
to this Agreement, then SPS or Ocwen, as applicable, may elect by providing
written notice to the Trustee not to be permitted to reimburse itself for
Advances and/or Servicing Advances, as applicable, pursuant to Section
3.08 of
this Agreement, but following any such election SPS or Ocwen, as applicable,
shall be required to include amounts collected that would otherwise be
retained
by SPS or Ocwen, as applicable, to reimburse it for previously unreimbursed
Advances (“Advance Reimbursement Amounts”) and/or previously unreimbursed
Servicing Advances (“Servicing Advance Reimbursement Amounts” and together with
Advance Reimbursement Amounts, “Reimbursement Amounts”) (in each case to the
extent such type of Reimbursement Amount is included in the Advance Facility)
in
the remittance to the Trustee made pursuant to this Agreement to the extent
of
amounts on deposit in the Collection Account on the related Servicer Cash
Remittance Date. Notwithstanding anything to the contrary herein, in no
event
shall Advance Reimbursement Amounts or Servicing Advance Reimbursement
Amounts
be included in Interest Remittance Amounts or Principal Remittance Amounts
or
distributed to Certificateholders. SPS or Ocwen, as applicable, if making
the
election set forth herein, shall report to the Trustee the portions of
the
Reimbursement Amounts that consist of Advance Reimbursement Amounts and
Servicing Advance Reimbursement Amounts, respectively.
(b) If
SPS or
Ocwen enters into an Advance Facility and makes the election set forth
in
Section 3.21(a), SPS or Ocwen, as applicable, and the related Advancing
Person
shall deliver to the Trustee a written notice and payment instruction (an
“Advance Facility Notice”), providing the Trustee with written payment
instructions as to where to remit Advance Reimbursement Amounts and/or
Servicing
Advance Reimbursement Amounts (each to the extent such type of Reimbursement
Amount is included within the Advance Facility) on subsequent Distribution
Dates. The payment instruction shall require the applicable Reimbursement
Amounts to be distributed to the Advancing Person or to a trustee or custodian
(an “Advance Facility Trustee”) designated in the Advance Facility Notice. An
Advance Facility Notice may only be terminated by the joint written direction
of
SPS or Ocwen, as applicable, and the related Advancing Person (and any
related
Advance Facility Trustee); provided,
however,
that
the provisions of this Section 3.21 shall cease to be applicable when all
Advances and Servicing Advances funded by an Advancing Person, and when
all
Advances and Servicing Advances (the rights to be reimbursed for which
have been
assigned or pledged to an Advancing Person), have been repaid to the related
Advancing Person in full.
(c) Reimbursement
Amounts shall consist solely of amounts in respect of Advances and/or Servicing
Advances made with respect to the Mortgage Loans for which SPS or Ocwen,
as
applicable, would be permitted to reimburse itself in accordance with Section
3.08(ii), (iii) and (iv) hereof, assuming SPS or Ocwen, as applicable,
had made
the related Advance(s) and/or Servicing Advance(s). Notwithstanding the
foregoing, no Person shall be entitled to reimbursement from funds held
in the
Collection Account for future distribution to Certificateholders pursuant
to the
provisions of Section 4.01. The Trustee shall not have any duty or liability
with respect to the calculation of any Reimbursement Amount and shall be
entitled to rely without independent investigation on the Advance Facility
Notice and on the applicable Servicer’s report of the amount of Advance
Reimbursement Amounts and Servicing Advance Reimbursement Amounts that
were
included in the remittance from SPS or Ocwen, as applicable, to the Trustee
pursuant to Section 3.08(viii). SPS or Ocwen, as applicable, shall maintain
and
provide to any successor Servicer a detailed accounting on a loan-by-loan
basis
as to amounts advanced by, pledged or assigned to, and reimbursed to any
Advancing Person. The successor Servicer shall be entitled to rely on any
such
information provided by SPS or Ocwen, as applicable, and the successor
Servicer
shall not be liable for any errors in such information.
(d) An
Advancing Person who receives an assignment or pledge of the rights to
be
reimbursed for Advances and/or Servicing Advances, and/or whose obligations
hereunder are limited to the funding of Advances and/or Servicing Advances
shall
not be required to meet the criteria for qualification of a Subservicer
set
forth in Section 3.02 hereof.
(e) With
respect to any Advance Facility pursuant to which SPS or Ocwen has made
the
election set forth in Section 3.21(a), the documentation establishing any
Advance Facility shall require that Reimbursement Amounts distributed with
respect to each Mortgage Loan be allocated to outstanding unreimbursed
Advances
or Servicing Advances (as the case may be) made with respect to that Mortgage
Loan on a “first-in, first-out” (FIFO) basis. Such documentation shall also
require SPS or Ocwen, as applicable, to provide to the related Advancing
Person
or Advance Facility Trustee loan-by-loan information with respect to each
Reimbursement Amount distributed by the Trustee to such Advancing Person
or
Advance Facility Trustee on each Distribution Date, to enable the Advancing
Person or Advance Facility Trustee to make the FIFO allocation of each
Reimbursement Amount with respect to each Mortgage Loan. SPS or Ocwen,
as
applicable, shall remain entitled to be reimbursed by the Advancing Person
or
Advance Facility Trustee for all Advances and Servicing Advances funded
by SPS
or Ocwen, as applicable, to the extent the related rights to be reimbursed
therefor have not been assigned or pledged to an Advancing Person.
(f) If
SPS or
Ocwen enters into an Advance Facility, SPS or Ocwen, as applicable, shall
indemnify the Trustee and the Trust and any successor Servicer, as applicable,
from and against any claims, losses, liabilities or damages resulting from
any
claim by the related Advancing Person, except to the extent that such claim,
loss, liability or damage resulted from or arose out of negligence, recklessness
or willful misconduct on the part of the successor Servicer or the Trustee,
or
failure by the successor Servicer or the Trustee to remit funds as required
by
Section 3.21(b). Any amendment to this Section 3.21 or to any other provision
of
this Agreement that may be necessary or appropriate to effect the terms
of an
Advance Facility as described generally in this Section 3.21, including
amendments to add provisions relating to a successor Servicer, may be entered
into by the Trustee, the Seller and SPS or Ocwen, as applicable, without
the
consent of any Certificateholder notwithstanding anything to the contrary
in
Section 10.01 of or elsewhere in this Agreement.
SECTION 3.22 |
Special
Serviced Mortgage Loans
|
(a) The
Holder of the largest Percentage Interest of Class X-1 Certificates may,
at its
discretion, appoint a Special Servicer; provided, that any such Special
Servicer
shall meet all the requirements of a Servicer under this Agreement and
shall
comply in all respects with the applicable provisions of this Agreement.
The
Class X-1 Certificateholder shall notify the Trustee and the Depositor
upon the
appointment of a Special Servicer and the Trustee shall notify the Servicers
of
such appointment.
The
Class
X-1 Certificateholder shall not appoint a Special Servicer under the terms
of
this Agreement with respect to any Mortgage Loans unless:
(i)such
Special Servicer first agrees in writing with the Class X-1 Certificateholder
to
deliver an Annual Statement of Compliance in such manner and at such times
as
required by Section 3.16 of this Agreement;
(ii)such
Special Servicer first agrees in writing with the Class X-1 Certificateholder
to
deliver an Assessment of Compliance and an Accountant’s Attestation in such
manner and at such times as required by Section 3.17 of this Agreement;
and
(iii)such
Special Servicer agrees to indemnify and hold harmless each of the Depositor
and
the Trustee and each Person, if any, who “controls” the Depositor or the Trustee
within the meaning of the Securities Act 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, fees and expenses that such Person may sustain arising
out of
third party claims based on (i) the failure of such Special Servicer to
deliver
or cause to be delivered when required any Officer’s Certificate pursuant to
Section 8.12(c), Annual Statement of Compliance pursuant to Section 3.16
or the
Assessment of Compliance pursuant to Section 3.17, or (ii) any material
misstatement or omission contained in any Officer’s Certificate provided
pursuant to Section 8.12(c), in the Annual Statement of Compliance delivered
pursuant to Section 3.16 or in the Assessment of Compliance delivered pursuant
to Section 3.17.
(b)
The
Majority in Interest Class X-1 Certificateholder may (but is not obligated
to)
direct any Special Servicer to assume the servicing from each Servicer
(a
“Transferring Servicer”) of any Mortgage Loan 90 days or more delinquent. Such
Special Servicer shall thereupon assume all of the rights and obligations
of the
Transferring Servicer, as Servicer, hereunder arising thereafter and the
Transferring Servicer shall have no further rights or obligations, as Servicer,
hereunder with respect to such Mortgage Loan (except that such Special
Servicer
shall not be (i) liable for losses of the Transferring Servicer pursuant
to
Section 3.09 hereof or for any acts or omissions of the Transferring Servicer
hereunder prior to the servicing transfer date, (ii) obligated to effectuate
repurchases or substitutions of Mortgage Loans hereunder including, but
not
limited to, repurchases or substitutions of Mortgage Loans pursuant to
Section
2.02 or 2.03 hereof or (iii) deemed to have made any representations and
warranties of the Transferring Servicer hereunder). Upon the transfer of
the
servicing of any such Mortgage Loan to a Special Servicer, such Special
Servicer
shall be entitled to the applicable Servicing Fee and other compensation
accruing after the servicing transfer date with respect to such Mortgage
Loans
pursuant to Section 3.14.
In
connection with the transfer of the servicing of any Mortgage Loan to a
Special
Servicer, the Transferring Servicer, at such Special Servicer’s expense, shall
deliver to such Special Servicer all documents and records relating to
such
Mortgage Loans and an accounting of amounts collected or held by it and
otherwise use its best efforts to effect the orderly and efficient transfer
of
the servicing to such Special Servicer. On the servicing transfer date,
such
Special Servicer shall reimburse the Transferring Servicer for all unreimbursed
Advances, Servicing Advances and Servicing Fees relating to the Mortgage
Loans
for which the servicing is being transferred. A Special Servicer shall
be
entitled to be reimbursed pursuant to Section 3.08 or otherwise pursuant
to this
Agreement for all such Advances, Servicing Advances and Servicing Fees
paid by
the Transferring Servicer pursuant to this Section 3.22. In addition, a
Special
Servicer shall notify the Trustee of such transfer and the effective date
of
such transfer, and amend the Mortgage Loan Schedule to reflect that such
Mortgage Loans are Special Serviced Mortgage Loans.
(c)
The
Majority in Interest Class X-1 Certificateholder, may (but is not obligated
to)
direct any Special Servicer to purchase from the Trust Fund, (a) any Mortgage
Loan that is delinquent in payment 90 or more days for the purpose of loss
mitigation or (b) any Mortgage Loan with respect to which there has been
initiated legal action or other proceedings for the foreclosure of the
related
Mortgaged Property either judicially or non-judicially, in each case, provided
that the applicable Servicer has the right to transfer the related servicing
rights without the payment of any compensation to a Subservicer. Any such
purchase shall be made by such Special Servicer at a price equal to the
Repurchase Price for such Mortgage Loan. The applicable Servicer shall
be
entitled to reimbursement from such Special Servicer for all expenses incurred
by it in connection with the transfer of any Mortgage Loan to such Special
Servicer pursuant to this Section 3.22(c). A Special Servicer shall notify
the
applicable Servicer of its intent to repurchase any Mortgage Loan pursuant
to
this Section 3.22(c) at least 45 days prior to such repurchase. Any Special
Servicer shall notify each Servicer in writing of any purchase of Mortgage
Loans
pursuant to this Section 3.22(c).
SECTION
3.23 Basis
Risk Reserve Fund.
(a) On
the
Closing Date, the Trustee shall establish and maintain in its name, in
trust for
the benefit of the Holders of the Class A, Class M and Class B Certificates,
the
Basis Risk Reserve Fund. The Basis Risk Reserve Fund 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 held by the Trustee pursuant to this Indenture.
(b) On
the
Closing Date, $1,000 will be deposited by the Depositor into the Basis
Risk
Reserve Fund. On each Distribution Date, the Trustee shall transfer from
the
Certificate Account to the Basis Risk Reserve Fund pursuant to Section
4.02(b)(iv) BB., the Required Reserve Fund Deposit. Amounts on deposit
in the
Basis Risk Reserve Fund may be withdrawn by the Trustee in connection with
any
Distribution Date to fund the amounts required to be distributed to holders
of
the Class A, Class M and Class B Certificates pursuant to Section 4.02(b)(iv)
O.
through Z. to the extent Monthly Excess Cashflow on such date are insufficient
to make such payments. Any such amounts distributed shall be treated for
federal
tax purposes as amounts distributed by REMIC 4 to the Class X-1
Certificateholders. On any Distribution Date, any amounts on deposit in
the
Basis Risk Reserve Fund in excess of the Required Reserve Fund Amount shall
be
distributed to the Class X-1 Certificateholder pursuant to Section 4.02(b)(iv)
BB.
(c) [reserved];
(d) Funds
in
the Basis Risk Reserve Fund may be invested in Eligible Investments by
the
Trustee at the written direction of the Majority in Interest Class X-1
Certificates. Any net investment earnings on such amounts shall be payable
to
the Holder of the Class X-1 Certificates on each Distribution Date. In
the
absence of such written direction, all funds in the Basis Risk Reserve
Fund
shall be invested by the Trustee in the First American Prime Obligations
Fund,
Class A. Amounts held in the Basis Risk Reserve Fund from time to time
shall
continue to constitute assets of the Trust Fund, but not of REMIC 1, REMIC
2,
REMIC 3 or REMIC 4, until released from the Basis Risk Reserve Fund pursuant
to
this Section 3.23. The Basis Risk Reserve Fund constitutes an “outside reserve
fund” within the meaning of Treasury Regulation §1.860G-2(h) and is not an asset
of REMIC 1, REMIC 2, REMIC 3 or REMIC 4. For all federal tax purposes,
amounts
transferred by REMIC 4 to the Basis Risk Reserve Fund shall be treated
as
amounts distributed by REMIC 4 to the Class X-1 Certificateholders. It
is the
intention of the parties hereto that, for federal and state income and
state and
local franchise tax purposes, the Basis Risk Reserve Fund be disregarded
as an
entity separate from the Holder of the Class X-1 Certificates unless and
until
the date when either (a) there is more than one Class X-1 Certificateholder
or
(b) any Class of Certificates in addition to the Class X-1 Certificates
is
recharacterized as an equity interest in the Basis Risk Reserve Fund for
federal
income tax purposes, in which case it is the intention of the parties hereto
that, for federal and state income and state and local franchise tax purposes,
the Basis Risk Reserve Fund be treated as a partnership. The Trustee shall
have
no liability for losses on investments in Eligible Investments made pursuant
to
this Section 3.23(d) (other than as obligor on any such investments). Upon
termination of the Trust Fund, any amounts remaining in the Basis Risk
Reserve
Fund shall be distributed to the Holder of the Class X-1 Certificates in
the
same manner as if distributed pursuant to Section 4.02(b)(iv) BB.
hereof.
(e) On
the
Distribution Date immediately after the Distribution Date on which the
aggregate
Class Principal Balance of the Class A, Class M and Class B Certificates equals
zero, any amounts on deposit in the Basis Risk Reserve Fund not payable
on the
Class A, Class M and Class B Certificates shall be distributed to the Holder
of
the Class X-1 Certificates in the same manner as if distributed pursuant
to
Section 4.02(b)(iv) BB. hereof.
SECTION
3.24 Termination
Test; Certificateholder Vote.
If
pursuant to clause (A) of the definition of the Ocwen Termination Test,
the
cumulative Realized Losses as a percentage of the original Aggregate Loan
Balance of the Ocwen Serviced Loans on the Closing Date as of such Determination
Date is greater than the percentage set forth in the table included in
such
definition, the Trustee shall report such failure on the part of Ocwen
to
Certificateholders in its monthly statement, made pursuant to Section
4.06.
ARTICLE
IV
DISTRIBUTIONS
AND
ADVANCES
BY THE SERVICER
SECTION 4.01 |
Advances
by the Servicer.
|
Each
Servicer shall deposit in a Collection Account an amount equal to all Scheduled
Payments (with interest at the Mortgage Rate less the Servicing Fee Rate)
which
were due but not received on the related Mortgage Loans during the applicable
Due Period; provided however, that with respect to any Balloon Loan that
is
delinquent on its maturity date, the related Servicer will not be required
to
advance the related balloon payment but will be required to continue to
make
Advances in accordance with this Section 4.01 with respect to such Balloon
Loan
in an amount equal to an assumed scheduled payment that would otherwise
be due
based on the original amortization schedule for that Mortgage Loan (with
interest at the Mortgage Rate less the Servicing Fee Rate). The related
Servicer
will not be required, however, to make any Advances with respect to reductions
in the amount of the Scheduled Payments on the Mortgage Loans due to bankruptcy
proceedings or the application of the Relief Act.
Each
Servicer’s obligation to make such Advances as to any related Mortgage Loan will
continue through the last Scheduled Payment due prior to the payment in
full of
such Mortgage Loan, or through the date that the related Mortgaged Property
has,
in the judgment of such Servicer, been completely liquidated; provided
however,
that such obligation with respect to any related Mortgage Loan shall cease
if
such Servicer determines, in its reasonable opinion, that Advances with
respect
to such Mortgage Loan are Nonrecoverable Advances; provided that the related
Servicer will be required to make Advances until the earlier of (i) the
time at
which the related Mortgage Loan becomes 120 days delinquent or (ii) the
time at
which the related Servicer determines that such Advances with respect to
such
Mortgage Loan are Nonrecoverable Advances. In the event that such Servicer
determines that any such Advances are Nonrecoverable Advances, such Servicer
shall provide the Trustee with a certificate signed by a Servicing Officer
evidencing such determination.
If
an
Advance is required to be made hereunder, the related Servicer shall on
the
second Business Day immediately preceding the Distribution Date immediately
following the related Determination Date either (i) deposit in the Collection
Account from its own funds an amount equal to such Advance, (ii) cause
to be
made an appropriate entry in the records of the Collection Account that
funds in
such account being held for future distribution or withdrawal have been,
as
permitted by this Section 4.01, used by the related Servicer to make such
Advance or (iii) make Advances in the form of any combination of clauses
(i) and
(ii) aggregating the amount of such Advance. Any such funds being held
in a
Collection Account for future distribution and so used shall be replaced
by the
related Servicer from its own funds by deposit in such Collection Account
on or
before any future Distribution Date in which such funds would be due. The
related Servicer shall be entitled to be reimbursed from the Collection
Account
for all Advances of its own funds made pursuant to this Section as provided
in
Section 3.08.
SECTION 4.02 |
Priorities
of Distribution.
|
(a) On
each
Distribution Date, prior to making distributions to the holders of the
Certificates, the Trustee first, shall pay itself the Trustee’s Fee for such
Distribution Date and second, shall pay the Credit Risk Manager the Credit
Risk
Manager Fee for such Distribution Date.
(b) With
respect to the Available Funds, on each Distribution Date, the Trustee
shall
withdraw such Available Funds from the Certificate Account and based on
the
information provided to it by the Servicers, apply such funds to distributions
on the Certificates in the following order and priority and, in each case,
to
the extent of such Available Funds remaining:
(i) On
each
Distribution Date, the Trustee shall distribute the Interest Remittance
Amount
for such date in the following order of priority:
A. |
to
the Class X-S Certificates, the aggregate Excess Servicing Fee
for such
Distribution Date;
|
B. |
to
the Class A-1, Class A-2, Class A-3, Class A-R and Class P Certificates,
concurrently and pro rata, Current Interest and any Carryforward
Interest,
as applicable, for each such Class and such Distribution
Date;
|
C. |
to
the Class M-1 Certificates, Current Interest and any Carryforward
Interest
for such Class and such Distribution
Date;
|
D. |
to
the Class M-2 Certificates, Current Interest and any Carryforward
Interest
for such Class and such Distribution
Date;
|
E. |
to
the Class M-3 Certificates, Current Interest and any Carryforward
Interest
for such Class and such Distribution
Date;
|
F. |
to
the Class M-4 Certificates, Current Interest and any Carryforward
Interest
for such Class and such Distribution
Date;
|
G. |
to
the Class M-5 Certificates, Current Interest and any Carryforward
Interest
for such Class and such Distribution
Date;
|
H. |
to
the Class M-6 Certificates, Current Interest and any Carryforward
Interest
for such Class and such Distribution
Date;
|
I. |
to
the Class M-7 Certificates, Current Interest and any Carryforward
Interest
for such Class and such Distribution
Date;
|
J. |
to
the Class M-8 Certificates, Current Interest and any Carryforward
Interest
for such Class and such Distribution
Date;
|
K. |
to
the Class M-9 Certificates, Current Interest and any Carryforward
Interest
for such Class and such Distribution
Date;
|
L. |
to
the Class B-1 Certificates, Current Interest and any Carryforward
Interest
for such Class and such Distribution
Date;
|
M. |
to
the Class B-2 Certificates, Current Interest and any Carryforward
Interest
for such Class and such Distribution
Date;
|
N. |
on
the Distribution Dates occurring in September 2006, October 2006
and
November 2006, to the Depositor an amount equal to the amount received
during the related Due Period which constitutes Subsequent Mortgage
Loan
Interest; and
|
O. |
for
application in the same manner as the Monthly Excess Cashflow for
such
Distribution Date as provided in clause (iv) of this Section 4.02(b),
any
Interest Remittance Amount remaining after application pursuant
to clauses
A. through N. above.
|
(ii) On
each
Distribution Date (a) prior to the Stepdown Date or (b) with respect to
which a
Trigger Event has occurred, the Trustee shall distribute the Principal
Payment
Amount for such date in the following order of priority:
A. |
commencing
on the Distribution Date in November 2011, to the Class P Certificates,
until the Class Principal Balance of such class has been reduced
to
zero;
|
B. |
first
to the Class A-R Certificates, until the Class Principal Balance
thereof
has been reduced to zero, and then sequentially as follows: (I)
first, to
the Class A-1 Certificates, until the Class Principal Balance thereof
has
been reduced to zero, (II) second, to the Class A-2 Certificates,
until
the Class Principal Balance thereof has been reduced to zero and
(III)
third, to the Class A-3 Certificates, until the Class Principal
Balance
thereof has been reduced to zero;
|
C. |
to
the Class M-1 Certificates, until the Class Principal Balance of
such
Class has been reduced to zero;
|
D. |
to
the Class M-2 Certificates, until the Class Principal Balance of
such
Class has been reduced to zero;
|
E. |
to
the Class M-3 Certificates, until the Class Principal Balance of
such
Class has been reduced to zero;
|
F. |
to
the Class M-4 Certificates, until the Class Principal Balance of
such
Class has been reduced to zero;
|
G. |
to
the Class M-5 Certificates, until the Class Principal Balance of
such
Class has been reduced to zero;
|
H. |
to
the Class M-6 Certificates, until the Class Principal Balance of
such
Class has been reduced to zero;
|
I. |
to
the Class M-7 Certificates, until the Class Principal Balance of
such
Class has been reduced to zero;
|
J. |
to
the Class M-8 Certificates, until the Class Principal Balance of
such
Class has been reduced to zero;
|
K. |
to
the Class M-9 Certificates, until the Class Principal Balance of
such
Class has been reduced to zero;
|
L. |
to
the Class B-1 Certificates, until the Class Principal Balance of
such
Class has been reduced to zero;
|
M. |
to
the Class B-2 Certificates, until the Class Principal Balance of
such
Class has been reduced to zero; and
|
N. |
for
application in the same manner as the Monthly Excess Cashflow for
such
Distribution Date, as provided in clause (iv) of this Section 4.02(b),
any
Principal Payment Amount remaining after application pursuant to
clauses
A. through M. above.
|
(iii) On
each
Distribution Date (a) on or after the Stepdown Date and (b) with respect
to
which a Trigger Event has not occurred, the Trustee shall distribute the
Principal Payment Amount for such date in the following order of
priority:
A. |
commencing
on the Distribution Date in November 2011 or thereafter, to the
Class P
Certificates, until the Class Principal Balance of such Class has
been
reduced to zero;
|
B. |
to
the Class A-1, Class A-2 and Class A-3 Certificates, the Senior
Principal
Payment Amount for such Distribution Date, allocated sequentially
as
follows: (I) first, to the Class A-1 Certificates, until the Class
Principal Balance thereof has been reduced to zero, (II) second,
to the
Class A-2 Certificates, until the Class Principal Balance thereof
has been
reduced to zero and (III) third, to the Class A-3 Certificates,
until the
Class Principal Balance thereof has been reduced to
zero;
|
C. |
to
the Class M-1 Certificates, the Class M-1 Principal Payment Amount
for
such Distribution Date, until the Class Principal Balance of such
Class
has been reduced to zero;
|
D. |
to
the Class M-2 Certificates, the Class M-2 Principal Payment Amount
for
such Distribution Date, until the Class Principal Balance of such
Class
has been reduced to zero;
|
E. |
to
the Class M-3 Certificates, the Class M-3 Principal Payment Amount
for
such Distribution Date, until the Class Principal Balance of such
Class
has been reduced to zero;
|
F. |
to
the Class M-4 Certificates, the Class M-4 Principal Payment Amount
for
such Distribution Date, until the Class Principal Balance of such
Class
has been reduced to zero;
|
G. |
to
the Class M-5 Certificates, the Class M-5 Principal Payment Amount
for
such Distribution Date, until the Class Principal Balance of such
Class
has been reduced to zero;
|
H. |
to
the Class M-6 Certificates, the Class M-6 Principal Payment Amount
for
such Distribution Date, until the Class Principal Balance of such
Class
has been reduced to zero;
|
I. |
to
the Class M-7 Certificates, the Class M-7 Principal Payment Amount
for
such Distribution Date, until the Class Principal Balance of such
Class
has been reduced to zero;
|
J. |
to
the Class M-8 Certificates, the Class M-8 Principal Payment Amount
for
such Distribution Date, until the Class Principal Balance of such
Class
has been reduced to zero;
|
K. |
to
the Class M-9 Certificates, the Class M-9 Principal Payment Amount
for
such Distribution Date, until the Class Principal Balance of such
Class
has been reduced to zero;
|
L. |
to
the Class B-1 Certificates, the Class B-1 Principal Payment Amount
for
such Distribution Date, until the Class Principal Balance of such
Class
has been reduced to zero;
|
M. |
to
the Class B-2 Certificates, the Class B-2 Principal Payment Amount
for
such distribution date, until the Class Principal Balance of such
class
has been reduced to zero; and
|
N. |
for
application as part of Monthly Excess Cashflow for such Distribution
Date,
as provided in clause (iv) of this Section 4.02(b), any Principal
Payment
Amount remaining after application pursuant to clauses A. through
M.
above.
|
(iv) On
each
Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow
for
such date in the following order of priority:
A. |
an
amount equal to the aggregate Realized Losses on the Mortgage Loans
incurred during the related Collection Period, such amount to be
added to
the Principal Payment Amount and distributed as set forth above
in Section
4.02(b)(ii) and (iii) (any such amount, an “Excess Cashflow Loss
Payment”);
|
B. |
on
the first Distribution Date, an amount equal to the Monthly Excess
Cashflow for such Distribution Date remaining after the distribution
in
clause (iv)A. above to the Class X-1
Certificates;
|
C. |
except
for the first Distribution Date, until the Overcollateralization
Amount
equals the Targeted Overcollateralization Amount for such date,
on each
Distribution Date
|
(I) (a)
prior
to the Stepdown Date or (b) with respect to which a Trigger Event has occurred,
to the extent of Monthly Excess Interest for such Distribution Date, to
fund any
principal distributions to the Class A-1, Class A-2, Class A-3, Class A-R,
Class
P, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7,
Class M-8, Class M-9, Class B-1 and Class B-2 Certificates required to
be made
on such Distribution Date set forth above in clause (ii) above, after giving
effect to the distribution of the Principal Payment Amount for such Distribution
Date, in accordance with the priorities set forth therein.
(II) on
each
Distribution Date on or after the Stepdown Date and with respect to which
a
Trigger Event has not occurred, to fund any principal distributions to
the Class
A-1, Class A-2, Class A-3, Class A-R, Class P, Class M-1, Class M-2, Class
M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class
B-1 and
Class B-2 Certificates required to be made on such Distribution Date set
forth
above in clause (iii) above, after giving effect to the distribution of
the
Principal Payment Amount for such Distribution Date, in accordance with
the
priorities set forth therein;
D. |
to
the Class M-1 Certificates, any Deferred Amount for such Class,
with
interest thereon at the Pass-Through Rate for such Class, to the
extent
not paid from amounts on deposit in the Swap
Account;
|
E. |
to
the Class M-2 Certificates, any Deferred Amount for such Class,
with
interest thereon at the Pass-Through Rate for such Class, to the
extent
not paid from amounts on deposit in the Swap
Account;
|
F. |
to
the Class M-3 Certificates, any Deferred Amount for such Class,
with
interest thereon at the Pass-Through Rate for such Class, to the
extent
not paid from amounts on deposit in the Swap
Account;
|
G. |
to
the Class M-4 Certificates, any Deferred Amount for such Class,
with
interest thereon at the Pass-Through Rate for such Class, to the
extent
not paid from amounts on deposit in the Swap
Account;
|
H. |
to
the Class M-5 Certificates, any Deferred Amount for such Class,
with
interest thereon at the Pass-Through Rate for such Class, to the
extent
not paid from amounts on deposit in the Swap
Account;
|
I. |
to
the Class M-6 Certificates, any Deferred Amount for such Class,
with
interest thereon at the Pass-Through Rate for such Class, to the
extent
not paid from amounts on deposit in the Swap
Account;
|
J. |
to
the Class M-7 Certificates, any Deferred Amount for such Class,
with
interest thereon at the Pass-Through Rate for such Class, to the
extent
not paid from amounts on deposit in the Swap
Account;
|
K. |
to
the Class M-8 Certificates, any Deferred Amount for such Class,
with
interest thereon at the Pass-Through Rate for such Class, to the
extent
not paid from amounts on deposit in the Swap
Account;
|
L. |
to
the Class M-9 Certificates, any Deferred Amount for such Class,
with
interest thereon at the Pass-Through Rate for such Class, to the
extent
not paid from amounts on deposit in the Swap
Account;
|
M. |
to
the Class B-1 Certificates, any Deferred Amount for such Class,
with
interest thereon at the Pass-Through Rate for such Class, to the
extent
not paid from amounts on deposit in the Swap
Account;
|
N. |
to
the Class B-2 Certificates, any Deferred Amount for such Class,
with
interest thereon
at
the Pass-Through Rate for such Class,
to the extent not paid from amounts on deposit in the Swap
Account;
|
O. |
to
the Class A-1, Class A-2 and Class A-3 Certificates, pro rata, any
applicable Basis Risk Shortfall for each such Class, to the extent
not
paid from amounts in the Swap Account;
|
P. |
to
the Class M-1 Certificates, any applicable Basis Risk Shortfall for
such Class, to the extent not paid from amounts in the Swap
Account;
|
Q. |
to
the Class M-2 Certificates, any applicable Basis Risk Shortfall for
such Class, to the extent not paid from amounts in the Swap
Account;
|
R. |
to
the Class M-3 Certificates, any applicable Basis Risk Shortfall for
such Class, to the extent not paid from amounts in the Swap
Account;
|
S. |
to
the Class M-4 Certificates, any applicable Basis Risk Shortfall for
such Class, to the extent not paid from amounts in the Swap
Account;
|
T. |
to
the Class M-5 Certificates, any applicable Basis Risk Shortfall for
such Class, to the extent not paid from amounts in the Swap
Account;
|
U. |
to
the Class M-6 Certificates, any applicable Basis Risk Shortfall for
such Class, to the extent not paid from amounts in the Swap
Account;
|
V. |
to
the Class M-7 Certificates, any applicable Basis Risk Shortfall for
such Class, to the extent not paid from amounts in the Swap
Account;
|
W. |
to
the Class M-8 Certificates, any applicable Basis Risk Shortfall for
such Class, to the extent not paid from amounts in the Swap
Account;
|
X. |
to
the Class M-9 Certificates, any applicable Basis Risk Shortfall for
such Class, to the extent not paid from amounts in the Swap
Account;
|
Y. |
to
the Class B-1 Certificates, any applicable Basis Risk Shortfall for
such Class, to the extent not paid from amounts in the Swap
Account;
|
Z. |
to
the Class B-2 Certificates, any applicable Basis Risk Shortfall for
such Class, to the extent not paid from amounts in the Swap
Account;
|
AA. |
to
the Counterparty, the amount of any Swap Termination Payment resulting
from a Counterparty Trigger Event and to the extent not paid by
the
Supplemental Interest Trust Trustee from any upfront payment received
pursuant to any related replacement swap agreement that may be
entered
into by the Supplemental Interest Trust Trustee not previously
paid;
|
BB. |
from
amounts otherwise distributable to the Class X-1 Certificates,
to the
Basis Risk Reserve Fund, the Required Reserve Fund
Deposit;
|
CC. |
to
the Class X-1 Certificates, (a) the Class X-1 Distribution Amount
for such
Distribution Date reduced by amounts distributed pursuant to clause
N. of
4.02(b)(i) for such Distribution Date, (b) the amount of any
Overcollateralization Release Amount for such Distribution Date,
(c) any
amounts withdrawn from the Basis Risk Reserve Fund for distribution
to
such Class X-1 Certificates pursuant to Section 3.23(b) and (d)
for any
Distribution Date on or after which the aggregate Class Principal
Balance
of the Regular Certificates has been reduced to zero, the
Overcollateralization Amount; and
|
DD. |
to
the Class A-R Certificate, any remaining amount; provided, however
that
any amount that would be distributable pursuant to this priority
DD. shall
not be paid with respect to the Class A-R Certificate but shall
be paid
instead with respect to the Class X-1 Certificates pursuant to
a contract
that exists under this Agreement between the Class A-R Certificateholders
and the Class X-1 Certificateholders.
|
Distributions
pursuant to Section 4.02(b)(iv)A. and D. through Z. on any Distribution
Date
will be made after giving effect to withdrawals from the Swap Account on
such
date to pay Deferred Amounts.
(v) On
each
Distribution Date, the Trustee shall distribute to the Holder of the Class
P
Certificate, the aggregate of all Prepayment Charges collected during the
preceding Prepayment Period.
(vi) [reserved].
(vii) On
each
Distribution Date, following the foregoing distributions, an amount equal
to the
amount of Net Recoveries included in the Available Funds for such Distribution
Date shall be applied to increase the Class Principal Balance of the Class
of
Certificates with the Highest Priority up to the extent of such Realized
Losses
previously allocated to that Class of Certificates pursuant to Section
4.05. An
amount equal to the amount of any remaining Net Recoveries shall be applied
to
increase the Class Principal Balance of the Class of Certificates with
the next
Highest Priority, up to the amount of such Realized Losses previously allocated
to that Class of Certificates pursuant to Section 4.05, and so on. Holders
of
such Certificates will not be entitled to any distribution in respect of
interest on the amount of such increases for any Interest Accrual Period
preceding the Distribution Date on which such increase occurs. Any such
increases shall be applied to the Class Principal Balance of each Certificate
of
such Class in accordance with its respective Percentage Interest.
SECTION 4.03 |
[Reserved].
|
SECTION 4.04 |
[Reserved].
|
SECTION 4.05 |
Allocation
of Realized Losses.
|
On
each
Distribution Date, the Trustee shall determine the total of the Applied
Loss
Amount, if any, for such Distribution Date. The Applied Loss Amount for
any
Distribution Date shall be applied by reducing the Class Principal Balance
of
each Class of Subordinate Certificates beginning with the Class of Subordinate
Certificates then outstanding with the lowest relative payment priority,
in each
case until the respective Class Principal Balance thereof is reduced to
zero.
Any Applied Loss Amount allocated to a Class of Subordinate Certificates
shall
be allocated among the Subordinate Certificates of such Class in proportion
to
their respective Percentage Interests.
All
Realized Losses on the Mortgage Loans shall be allocated on each Distribution
Date to the following REMIC 1 Regular Interests: first, to REMIC 1 Regular
Interests LTI-1 until the Uncertificated Principal Balance thereof has
been
reduced to zero, then to REMIC 1 Regular Interest LTI-PF until the
Uncertificated Principal Balance thereof has been reduced to zero, however,
that
with respect to the first three Distribution Dates, Realized Losses relating
to
the Initial Mortgage Loans shall be allocated to REMIC 1 Regular Interest
LTI-1
and Realized Losses relating to the Subsequent Mortgage Loans shall be
allocated
to REMIC 1 Regular Interest LTI-PF until the Uncertificated Principal Balance
thereof has been reduced to zero.
All
Realized Losses on the REMIC 1 Regular Interests LTI-1 and LTI-PF shall
be
deemed to have been allocated, first, on each Distribution Date, to REMIC
2
Regular Interest XXX-X-0, XXX-X-0 and MTI-X1 in the same amount and in
the same
priority as Realized Losses are allocated to the Corresponding Certificate
until
such REMIC 2 Regular Interest has been reduced to zero; and second, to
the REMIC
2 Regular Interests MTI-1-A and REMIC 2 Regular Interest MTI-1-B, pro rata
until
each such REMIC 2 Regular Interest has been reduced to zero.
All
Realized Losses on the REMIC 2 Regular Interests shall be deemed to have
been
allocated to the following REMIC 3 Regular Interests in the specified
percentages, as follows: first to Uncertificated Accrued Interest payable
to the
REMIC 3 Regular Interests MTII-AA and MTII-ZZ up to an aggregate amount
equal to
the excess of (a) the REMIC 3 Interest Loss Allocation Amount over (b)
Prepayment Interest Shortfalls (to the extent not covered by Compensating
Interest) relating to the Mortgage Loans for such Distribution Date, 98%
and 2%,
respectively; second, to the Uncertificated Principal Balances of the REMIC
3
Regular Interests MTII-AA and MTII-ZZ up to an aggregate amount equal to
the
REMIC 3 Principal Loss Allocation Amount, 98% and 2%, respectively; third,
to
the Uncertificated Principal Balances of REMIC 3 Regular Interest MTII-AA,
REMIC
3 Regular Interest MTII-B-2 and REMIC 3 Regular Interest MTII-ZZ, 98%,
1% and
1%, respectively, until the Uncertificated Principal Balance of REMIC 3
Regular
Interests MTII-B-2 have been reduced to zero; fourth, to the Uncertificated
Principal Balances of REMIC 3 Regular Interest MTII-AA, REMIC 3 Regular
Interest
MTII-B-1 and REMIC 3 Regular Interest MTII-ZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Principal Balance of REMIC 3 Regular Interests
MTII-B-1
have been reduced to zero; fifth, to the Uncertificated Principal Balances
of
REMIC 3 Regular Interest MTII-AA, REMIC 3 Regular Interest MTII-M-9 and
REMIC 3
Regular Interest MTII-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-M-9 has been reduced
to zero;
sixth, to the Uncertificated Principal Balances of REMIC 3 Regular Interest
MTII-AA, REMIC 3 Regular Interest MTII-M-8 and REMIC 3 Regular Interest
MTII-ZZ,
98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
of
REMIC 3 Regular Interest MTII-M-8 has been reduced to zero; seventh, to
the
Uncertificated Principal Balances of REMIC 3 Regular Interest MTII-AA,
REMIC 3
Regular Interest MTII-M-7 and REMIC 3 Regular Interest MTII-ZZ, 98%, 1%
and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 3 Regular
Interest MTII-M-7 has been reduced to zero; eighth, to the Uncertificated
Principal Balances of REMIC 3 Regular Interest MTII-AA, REMIC 3 Regular
Interest
MTII-M-6 and REMIC 3 Regular Interest MTII-ZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Principal Balance of REMIC 3 Regular Interest
MTII-M-6
has been reduced to zero; ninth, to the Uncertificated Principal Balances
of
REMIC 3 Regular Interest MTII-AA, REMIC 3 Regular Interest MTII-M-5 and
REMIC 3
Regular Interest MTII-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Principal Balance of REMIC 3 Regular Interest MTII-M-5 has been reduced
to zero;
tenth, to the Uncertificated Principal Balances of REMIC 3 Regular Interest
MTII-AA, REMIC 3 Regular Interest MTII-M-4 and REMIC 3 Regular Interest
MTII-ZZ,
98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
of
REMIC 3 Regular Interest MTII-M-4 has been reduced to zero; eleventh, to
the
Uncertificated Principal Balances of REMIC 3 Regular Interest MTII-AA,
REMIC 3
Regular Interest MTII-M-3 and REMIC 3 Regular Interest MTII-ZZ, 98%, 1%
and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 3 Regular
Interest MTII-M-3 has been reduced to zero; twelfth, to the Uncertificated
Principal Balances of REMIC 3 Regular Interest MTII-AA, REMIC 3 Regular
Interest
MTII-M-2 and REMIC 3 Regular Interest MTII-ZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Principal Balance of REMIC 3 Regular Interest
MTII-M-2
has been reduced to zero; and thirteenth, to the Uncertificated Principal
Balances of REMIC 3 Regular Interest MTII-AA, REMIC 3 Regular Interest
MTII-M-1
and REMIC 3 Regular Interest MTII-ZZ, 98%, 1% and 1%, respectively, until
the
Uncertificated Principal Balance of REMIC 3 Regular Interest MTII-M-1 has
been
reduced to zero.
SECTION 4.06 |
Monthly
Statements to Certificateholders.
|
(a) Not
later
than each Distribution Date, the Trustee shall prepare, and make available
on
the website maintained by the Trustee at xxx.xxxxxx.xxx/xxx, a statement
setting
forth with respect to the related distribution, the items listed on Exhibit
V.
Assistance
in using the website can be obtained by calling the Trustee’s Bondholder
Services at 800-934-6802. Parties that are unable to use the website are
entitled to have a paper copy mailed to them via first class mail by written
notice to the Trustee at its Corporate Trust Office. The Trustee’s
responsibility for disbursing the above information to the Certificateholders
is
limited to the availability, timeliness and accuracy of the information
derived
from the Servicers. The foregoing information shall be reported to the
Trustee
each month on or before the Servicer Data Remittance Date.
(b)
[reserved].
(c) Within
a
reasonable period of time after the end of each calendar year, the Trustee
shall
cause to be furnished to each Person who at any time during the calendar
year
was a Certificateholder, a statement containing the information set forth
in,
items (i)(c), (i)(d), (i)(g), (i)(j), (i)(k), (ii)(c), (ii)(d), (ii)(g),
(ii)(i), (v)(d), (v)(e) and (v)(s) of Exhibit V 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.
SECTION 4.07 |
Distributions
on the REMIC 1 Regular Interests and REMIC 2 Regular
Interests.
|
(a) Distributions
on the REMIC 1 Regular Interests.
On
each
Distribution Date, the Trustee shall cause in the following order of priority,
the following amounts to be distributed by REMIC 1 to REMIC 2 on account
of the
REMIC 1 Regular Interests or withdrawn from the Distribution Account and
distributed to the holders of the Class A-R Certificates (in respect of
the
Class R-1 Interest), as the case may be:
(i) first,
to
Holders of REMIC 1 Regular Interests XXX-0, XXX-X0, XXX-X0, XXX-XX, LTI-P
and
LTI-PF an amount equal to (x) the related Uncertificated Accrued Interest
for
such Distribution Date, plus (y) any amounts in respect thereof remaining
unpaid
from previous Distribution Dates;
(ii) second,
to the Holders of REMIC 1 Regular Interests, in an amount equal to the
remainder
of the Available Funds for such Distribution Date after the distributions
made
pursuant to clause (i) above and, in the case of distributions made pursuant
to
Section 4.07(a)(ii)(C), the amount of any Prepayment Charges for such
Distribution Date, allocated as follows:
(A) to
the
Holders of REMIC 1 Regular Interest LTI-AR and REMIC 1 Regular Interest
LTI-P,
an amount of principal shall be distributed to such Holders in the same
amount
and priority as principal is distributed to the Corresponding Certificate
until
the Uncertificated Principal Balance of each such REMIC 1 Regular Interest
is
reduced to zero;
(B) to
the
Holders of REMIC 1 Regular Interest LTI-1, until the Uncertificated Principal
Balance of REMIC 1 Regular Interest LTI-1 is reduced to zero;
(C) to
the
Holders of REMIC 1 Regular Interest LTI-1PF, until the Uncertificated Principal
Balance of REMIC 1 Regular Interest LTI-PF is reduced to zero; and
(D) to
the
Holders of REMIC 1 Regular Interest LTI-P, the amount of any Prepayment
Charges
for such Distribution Date.
Any
remaining amount to the Holders of the Class A-R Certificates; provided,
however, that for the first three Distribution Dates, such amounts constituting
Available Funds relating to the Initial Mortgage Loans shall be allocated
to
REMIC 1 Regular Interest LTI-1, and such amounts constituting Available
Funds
relating to the Subsequent Mortgage Loans and shall be allocated to REMIC
1
Regular Interest LT-PF.
(b) Distributions
on the REMIC 2 Regular Interests.
On
each
Distribution Date, the following amounts, in the following order of priority,
shall be distributed by REMIC 2 to REMIC 3 on account of REMIC 2 Regular
Interests or withdrawn from the Distribution Account and distributed to
the
holders of the Class R Certificates (in respect of the Class R-2 Interest),
as
the case may be:
(i) first,
to
the Holders of each REMIC 2 Regular Interest, pro
rata,
in an
amount equal to (A) Uncertificated Accrued Interest for such REMIC 2 Regular
Interests for such Distribution Date, plus (B) any amounts payable in respect
thereof remaining unpaid from previous Distribution Dates.
(ii) second,
to the Holders of REMIC 2 Regular Interests, in an amount equal to the
remainder
of the Available Funds for such Distribution Date after the distributions
made
pursuant to clause (i) above and, in the case of distributions made pursuant
to
Section 4.07(b)(ii)(C), the amount of any Prepayment Charges for such
Distribution Date, allocated as follows:
(A) to
the
Holders of REMIC 2 Regular Interest XXX-X-0, XXX-X-0, MTI-AR, MTI-P and
MTI-X1
an amount of principal shall be distributed to such Holders in the same
amount
and priority as principal is distributed to the Corresponding Certificate
until
the Uncertificated Principal Balance of each such REMIC 2 Regular Interest
is
reduced to zero;
(B) to
the
extent of amounts remaining after the distributions made pursuant to clause
(i)
and (ii) above, payments of principal shall be allocated, pro
rata,
to
REMIC 2 Regular Interests MTI-1-A and MTI-1-B until the Uncertificated
Principal
Balance of each such REMIC 2 Regular Interest is reduced to zero; and
(C) to
the
Holders of REMIC 2 Regular Interest MTI-P, the amount of any Prepayment
Charges
for such Distribution Date.
(c) Distributions
on the REMIC 3 Regular Interests.
On
each
Distribution Date, the Trustee shall cause in the following order of priority,
the following amounts to be distributed by REMIC 3 to REMIC 4 on account
of the
REMIC 3 Regular Interests or withdrawn from the Distribution Account and
distributed to the holders of the Class A-R Certificates (in respect of
the
Class R-3 Interest), as the case may be:
(i) first,
to
the extent of the sum of Available Funds for such Distribution Date, to
the
Holder of REMIC 3 Regular Interest MTII-IO in an amount equal to A) the
Uncertificated Accrued Interest for such Distribution Date, plus (B) any
amounts
in respect thereof remaining unpaid from previous Distribution Dates and
then to
Holders of REMIC 3 Regular Interests XXXX-XX, XXXX-X-0, XXXX-X-0, XXXX-X-0,
MTII-M-1, MTII-M-2, MTII-M-3, MTII-M-4, MTII-M-5, MTII-M-6, MTII-M-7, MTII-M-8,
MTII-M-9, MTII-B-1, MTII-B-2, MTII-ZZ, MTII-P, MTII-R and MTII-S pro rata,
in an
amount equal to (A) the Uncertificated Accrued Interest for such Distribution
Date, plus (B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates. Amounts payable as Uncertificated Accrued Interest
in
respect of REMIC 3 Regular Interest MTII-ZZ shall be reduced when the REMIC
3
Overcollateralization Amount is less than the REMIC 3 Overcollateralization
Target Amount, by the lesser of (x) the amount of such difference and (y)
the
REMIC 3 Regular Interest MTII ZZ Maximum Interest Deferral Amount and such
amount will be payable to the Holders of REMIC 3 Regular Interest XXXX-X-0,
XXXX-X-0, XXXX-X-0, MTII-M-1, MTII-M-2, MTII-M-3, MTII-M-4, MTII-M-5, MTII-M-6,
MTII-M-7, MTII-M-8, MTII-M-9, MTII-B-1 and MTII-B-2 in the same proportion
as
the amounts are allocated to the Corresponding Certificate, pursuant to
Section
4.02(b) herein, for each such REMIC 3 Regular Interest, and the Uncertificated
Principal Balance of the REMIC 3 Regular Interest MTII-ZZ shall be increased
by
such amount;
(ii) second,
to the Holders of REMIC 3 Regular Interests, in an amount equal to the
remainder
of the Available Funds for such Distribution Date after the distributions
made
pursuant to clause (i) above and, in the case of distributions made pursuant
to
Section 4.07(c)(ii)(B), the amount of any Prepayment Charges for such
Distribution Date, allocated as follows:
(A) to
the
Holders of REMIC 3 Regular Interest MTII-R, an amount equal to the amount
of
principal distributed to the holder of the Corresponding Certificate on
such
Distribution Date pursuant to Section 4.02(b); and
(B) to
the
Holders of REMIC 3 Regular Interest MTII-P, an amount equal to the amount
of
principal distributed to the holder of the Corresponding Certificate on
such
Distribution Date pursuant to Section 4.02(b); and
(iii) third,
to
the Holders of REMIC 3 Regular Interests, in an amount equal to the remainder
of
the Available Funds for such Distribution Date after the distributions
made
pursuant to clauses (i) and (ii) above, allocated as follows:
(A) 98%
of
such remainder to the Holders of REMIC 3 Regular Interest MTII-AA, until
the
Uncertificated Principal Balance of such REMIC 3 Regular Interest is reduced
to
zero;
(B) 2%
of
such remainder, first, to the Holders of REMIC 3 Regular Interest XXXX-X-0,
XXXX-X-0, XXXX-X-0, MTII-M-1, MTII-M-2, MTII-M-3, MTII-M-4, MTII-M-5, MTII-M-6,
MTII-M-7, MTII-M-8, MTII-M-9, MTII-B1 and MTII-B-2, equal to 1% of and
in the
same proportion as principal payments are allocated to the Corresponding
Certificates, until the Uncertificated Principal Balances of such REMIC
3
Regular Interests are reduced to zero; and second, to the Holders of REMIC
3
Regular Interest MTII-ZZ, until the Uncertificated Principal Balance of
such
REMIC 3 Regular Interest is reduced to zero; and
(C) any
remaining amount to the Holders of the Class A-R Certificates (in respect
of the
Class R-3 Interest).
SECTION 4.08 |
[Reserved].
|
SECTION 4.09 |
Prepayment
Charges.
|
Notwithstanding
anything in this Agreement to the contrary, in the event of a Principal
Prepayment of a Mortgage Loan, the related Servicer may not waive any Prepayment
Charge or portion thereof required by the terms of the related Mortgage
Note
unless (i) the Mortgage Loan is in default or foreseeable default and such
waiver (a) is standard and customary in servicing similar mortgage loans
to the
Mortgage Loans and (b) would, in the reasonable judgment of the related
Servicer, maximize recovery of total proceeds taking into account the value
of
such Prepayment Charge and the related Mortgage Loan, (ii)(A) the enforceability
thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership,
or
other similar law relating to creditors’ rights generally or (2) due to
acceleration in connection with a foreclosure or other involuntary payment,
or
(B) the enforceability is otherwise limited or prohibited by applicable
law,
(iii) the enforceability would be considered “predatory” pursuant to written
guidelines issued by any applicable federal, state or local authority having
jurisdiction over such matters, (iv) the related Servicer is unable to
locate
documentation sufficient to allow it to confirm the existence and amount
of such
Prepayment Charge after using commercially reasonable efforts to locate
such
documentation, which efforts shall include, but are not limited to, seeking
such
documentation from the Depositor, the Seller, the Custodians and from its
own
records or files or (v) the Mortgaged Property has been damaged such that
the
current value of the Mortgaged Property has been reduced by at least half
as a
result of a natural disaster or other insured or uninsured peril, and the
Mortgagor has elected to pay the Loan in full rather than rebuild the Mortgaged
Property. For the avoidance of doubt, the related Servicer may waive a
Prepayment Charge in connection with a short sale or short payoff on a
defaulted
Mortgage Loan. If the related Servicer has waived all or a portion of a
Prepayment Charge relating to a Principal Prepayment, other than as provided
above, the related Servicer shall deliver to the Trustee no later than
the
Business Day immediately preceding the next Distribution Date, for deposit
into
the Certificate Account the amount of such Prepayment Charge (or such portion
thereof as had been waived) for distribution in accordance with the terms
of
this Agreement; provided, however, the related Servicer shall not have
any
obligation to pay the amount of any uncollected Prepayment Charge under
this
Section 4.09 if such Servicer did not have a copy of the related Mortgage
Note,
such Servicer requested via email a copy of the same from the Trustee and
the
Trustee failed to provide such a copy within two (2) Business Days of receipt
of
such request. If the related Servicer has waived all or a portion of a
Prepayment Charge for any reason, it shall promptly notify the Trustee
thereof
and shall include such information in any monthly reports it provides the
Trustee. Notwithstanding any provision in this Agreement to the contrary,
in the
event the Prepayment Charge payable under the terms of the Mortgage Note
is
different from the amount of the Prepayment Charge set forth in the Mortgage
Loan Schedule or other information provided to the related Servicer, such
Servicer shall rely conclusively on the Prepayment Charge as set forth
under the
terms of the Mortgage Note. To the extent the Prepayment Charge payable
under
the terms of the Mortgage Note is less than the amount of the Prepayment
Charge
set forth in the Mortgage Loan Schedule or other information provided to
the
related Servicer, such Servicer shall not have any liability or obligation
with
respect to such difference, and in addition shall not have any liability
or
obligation to pay the amount of any uncollected Prepayment Charge if the
failure
to collect such amount is the direct result of inaccurate or incomplete
information on the Mortgage Loan Schedule.
SECTION 4.10 |
Servicers
to Cooperate.
|
Each
Servicer shall provide to the Trustee the information set forth in Exhibit
Z
hereto in such form as the Trustee shall reasonably request with respect
to each
Mortgage Loan serviced by such Servicer no later than twelve noon on the
Servicer Data Remittance Date to enable the Trustee to calculate the amounts
to
be distributed to each Class of Certificates and otherwise perform its
distribution, accounting and reporting requirements hereunder.
SECTION 4.11 |
The
Swap Agreement; Supplemental Interest
Trust.
|
(a) On
the
Closing Date, the Supplemental Interest Trust Trustee shall establish and
maintain in the name of the Supplemental Interest Trust Trustee, as a separate
trust for the benefit of the Certificates, the Supplemental Interest Trust.
The
Supplemental Interest Trust shall hold the Swap Agreement and the 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 held by the Trustee
pursuant to this Agreement.
(b) On
or
prior to the Closing Date, the Supplemental
Interest Trust
Trustee
is hereby directed to enter into the Swap Agreement for the benefit of
the
Holders of the Certificates. The Swap Agreement will be an asset of the
Supplemental Interest Trust but will not be an asset of any REMIC. On each
Distribution Date, the Supplemental Interest Trust Trustee shall deposit
any Net
Swap Payments paid by the Counterparty to the Supplemental Interest Trust
Trustee, pursuant to the Swap Agreement, into the Swap Account.
(c) Net
Swap
Payments and Swap Termination Payments (other than Swap Termination Payments
resulting from a Counterparty Trigger Event and to the extent not paid
by the
Supplemental Interest Trust Trustee from any upfront payment received pursuant
to any related replacement swap agreement that may be entered into by the
Supplemental Interest Trust Trustee) payable by the Supplemental Interest
Trust
Trustee to the Counterparty pursuant to the Swap Agreement shall be deducted
from the Interest Remittance Amount, and to the extent of any such remaining
amounts due, from the Principal Remittance Amount, prior to any distributions
to
the Certificateholders. On or before each Swap Payment Date, such amounts
will
be remitted to the Counterparty, first to make any Net Swap Payment owed
to the
Counterparty pursuant to the Swap Agreement for such Swap Payment Date,
and
second to make any Swap Termination Payment (not due to a Counterparty
Trigger
Event and to the extent not paid by the Supplemental Interest Trust Trustee
from
any upfront payment received pursuant to any related replacement swap agreement
that may be entered into by the Supplemental Interest Trust Trustee) owed
to the
Counterparty pursuant to the Swap Agreement for such Swap Payment Date.
For
federal income tax purposes, such amounts paid to the Counterparty on each
Swap
Payment Date shall first be deemed paid to the Counterparty in respect
of REMIC
4 Regular Interest IO to the extent of the amount distributable on such
REMIC 4
Regular Interest IO on such Distribution Date, and any remaining amount
shall be
deemed paid to the Counterparty in respect of a Class IO Distribution Amount.
Any Swap Termination Payment triggered by a Counterparty Trigger Event
owed to
the Counterparty 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 4.02(b)(iv)AA.
(d) The
Supplemental Interest Trust Trustee will prepare and deliver any notices
required to be delivered to the Counterparty under Sections 2(b), 2(d),
4(d),
5(a), 6(a), 6(b), 6(d) and 12(b) of the ISDA Master Agreement.
(e) The
Supplemental Interest Trust Trustee shall terminate the Swap Agreement
upon the
occurrence of an event of default under the Swap Agreement of which a
Responsible Officer of the Supplemental Interest Trust Trustee has actual
knowledge. Upon such a termination, the Counterparty may be required to
pay a
termination payment to the Supplemental Interest Trust Trustee in respect
of the
Swap Agreement. Any such termination payment shall be applied by the
Supplemental Interest Trust Trustee to the purchase of a substantially
equivalent swap agreement at the written direction of the Majority in Interest
Class X-1 Certificateholder. In addition, any payments received from a
replacement swap counterparty as payment to enter a replacement transaction
shall be used to pay any termination payments still owing to the Counterparty.
In the event that a replacement swap agreement is not obtained within 30
days
after receipt by the Supplemental
Interest Trust Trustee,
on behalf of the Supplemental Interest Trust, of the Swap Termination Payment
paid by the original Counterparty, the Supplemental Interest Trust Trustee
will
deposit such Swap Termination Payment into the Swap Account and will, on
each
Distribution Date, withdraw from the Swap Account an amount equal to the
Net
Swap Payment, if any, that would have been paid to the Supplemental Interest
Trust by the original Counterparty (computed in accordance with the terms
of the
original Swap Agreement) and distribute such amount in the priority set
forth
below.
(f) On
each
Distribution Date, the Trustee shall distribute amounts on deposit in the
Swap
Account to pay the following amounts:
(i) to
the
Class A-1, Class A-2, Class A-3 and Class A-R Certificates, pro rata based
on
amounts due, Current Interest and any Carryforward Interest for each such
class
and such Distribution Date, after giving effect to distributions of such
amounts
pursuant to Section 4.02(b)(i)B., solely to the extent of the interest
portion
of any Realized Losses;
(ii) to
the
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7,
Class M-8, Class M-9, Class B-1 and Class B-2 Certificates, in that order,
Current Interest and any Carryforward Interest for each such class and
such
Distribution Date, after giving effect to distributions of such amounts
pursuant
to Section 4.02(b)(i)C. through M., solely to the extent of the interest
portion
of any Realized Losses;
(iii) to
the
Principal Remittance Amount, up to the amount of Realized Losses on the
Mortgage
Loans incurred during the related Collection Period prior to giving effect
to
amounts available to be paid in respect of Excess Cashflow Loss Payments
pursuant to Section 4.02(b)(iv)A.;
(iv) to
the
Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7,
Class M-8, Class M-9, Class B-1 and Class B-2 Certificates, in that order,
any
applicable Deferred Amounts, with interest therein at the applicable
Pass-Through Rate, prior to giving effect to amounts available to be paid
in
respect of Deferred Amounts as described in Section 4.02(b)(iv)D. through
N. on
such Distribution Date; and
(v) to
the
Class A-1, Class A-2 and Class A-3 Certificates, on a pro rata basis, and
then
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6,
Class
M-7, Class M-8, Class M-9, Class B-1 and Class B-2 Certificates, in that
order,
any Basis Risk Shortfall.
(g) Funds
in
the Swap Account may be invested in Eligible Investments by the Trustee
at the
written direction of the Majority in Interest Class X-1 Certificateholder
maturing on or prior to the next succeeding Distribution Date. The Trustee
shall
account for the Swap Account as an outside reserve fund within the meaning
of
Treasury regulation 1.860G-2(h) and not an asset of any REMIC created pursuant
to this Agreement. The Trustee shall treat amounts paid by the Swap Account
as
payments made from outside the REMICs for all federal tax purposes. Any
net
investment earnings on such amounts shall be payable to the Class X-1
Certificateholders. It is the intention of the parties hereto that, for
federal
and state income and state and local franchise tax purposes, the Swap Account
be
disregarded as an entity separate from the Holder of the Class X-1 Certificates
unless and until the date when either (a) there is more than one Class
X-1
Certificateholder or (b) any Class of Certificates in addition to the Class
X-1
Certificates is recharacterized as an equity interest in the Swap Account
for
federal income tax purposes, in which case it is the intention of the parties
hereto that, for federal and state income and state and local franchise
tax
purposes, the Swap Account be treated as a partnership. The Majority in
Interest
Class X-1 Certificateholder shall direct the Trustee in writing as to the
investment of amounts therein. In the absence of such written direction,
all
funds in the Swap Account shall remain uninvested with no liability for
interest
or other compensation thereon. The Trustee shall have no liability for
losses on
investments in Eligible Investments made pursuant to this Section 4.11(g)
(other
than as obligor on any such investments). Upon termination of the Trust
Fund,
any amounts remaining in the Swap Account shall be distributed to the Class
X-1
Certificateholders.
(h) Amounts
paid under the Swap Agreement not used on any Distribution Date as described
in
Section 4.11(f) shall remain on deposit in the Swap Account and may be
available
on future Distribution Dates to make the payments described in Section
4.11(f).
On the Distribution Date on which the aggregate Class Principal Balance
of the
Certificates is reduced to zero, any amounts remaining in the Swap Account
shall
be released to the Class X-1 Certificateholders.
(i) In
connection with paragraph 7(i) of the ISDA credit support annex, upon the
Counterparty's failure to post collateral with the Supplemental Interest
Trust
Trustee, the Supplemental Interest Trust Trustee (to the extent it has
actual
knowledge) shall provide, no later than the next Business Day after the
date
such collateral was required to be posted, to the Counterparty a written
notice of such failure.
ARTICLE
V
THE
CERTIFICATES
SECTION 5.01 |
The
Certificates.
|
The
Certificates shall be substantially in the forms attached hereto as exhibits.
The Certificates shall be issuable in registered form, in the minimum
denominations, integral multiples in excess thereof (except that one Certificate
in each Class may be issued in a different amount which must be in excess
of the
applicable minimum denomination) and aggregate denominations per Class
set forth
in the Preliminary Statement.
Subject
to Section 9.02 respecting the final distribution on the Certificates,
on each
Distribution Date the Trustee shall make distributions to each Certificateholder
of record on the preceding Record Date either (x) by wire transfer in
immediately available funds to the account of such holder at a bank or
other
entity having appropriate facilities therefor, if (i) such Holder has so
notified the Trustee at least five Business Days prior to the related Record
Date and (ii) such Holder shall hold (A) a Notional Amount Certificate,
(B) 100%
of the Class Principal Balance of any Class of Certificates or (C) Certificates
of any Class with aggregate principal Denominations of not less than $1,000,000
or (y) by check mailed by first class mail to such Certificateholder at
the
address of such holder appearing in the Certificate Register.
The
Certificates shall be executed by manual or facsimile signature on behalf
of the
Trustee by an authorized officer upon the written order of the Depositor.
Certificates bearing the manual or facsimile signatures of individuals
who were,
at the time 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 countersignature and
delivery
of any such Certificates or did not hold such offices at the date of such
Certificate. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless countersigned by 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
executed and delivered hereunder. All Certificates shall be dated the date
of
their countersignature. On the Closing Date, the Trustee shall countersign
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.
The
Trustee shall have no obligation or duty to monitor, determine or inquire
as to
compliance with any restriction or transfer imposed under Article V of
this
Agreement or under applicable law with respect to any transfer of any
Certificate, or any interest therein, other than to require delivery of
the
certification(s) and/or opinions of counsel described in Article V applicable
with respect to changes in registration of record ownership of Certificates
in
the Certificate Register. The Trustee shall have no liability for transfers,
including transfers made through the book-entry facilities of the Depository
or
between or among Depository Participants or beneficial owners of the
Certificates made in violation of applicable restrictions.
SECTION 5.02 |
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 5.06, 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 execute and deliver, in the name of the designated transferee
or transferees, one or more new Certificates of the same Class and 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 which 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 disposed of by the Trustee in accordance with
the
Trustee’s customary procedures.
(b) No
transfer of a Private Certificate shall be made unless such transfer is
made
pursuant to an effective registration statement under the Securities Act
and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such state securities laws. Except in connection with
any
transfer of a Private Certificate by the Depositor to any affiliate or
any
transfer of a Private Certificate from the Depositor or an affiliate of
the
Depositor to an owner trust or other entity established by the Depositor,
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 and the Depositor in writing the facts surrounding the transfer
in
substantially the form set forth in Exhibit J (the “Transferor Certificate”) and
(i) deliver a letter in substantially the form of either (A) Exhibit K
(the
“Investment Letter”) provided that all of the Class X Certificates of a Class
shall be transferred to one investor or the Depositor otherwise consents
to such
transfer, or (B) Exhibit L (the “Rule 144A Letter”) or (ii) there shall be
delivered to the Trustee and the Depositor at the expense of the transferor
an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from
the Securities Act. 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 Servicers 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 Seller and the Servicers 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.
If
any
such transfer of a Class B-2
Certificate held by the related transferor and also to be held by the related
transferee in the form of a Book-Entry Certificate is to be made without
registration under the Securities Act, the transferor will be deemed to
have
made as of the transfer date each of the representations and warranties
set
forth on Exhibit J hereto in respect of such Class B-2 Certificate and
the
transferee will be deemed to have made as of the transfer date each of
the
representations and warranties set forth on Exhibit L hereto in respect
of such
Class B-2 Certificate.
No
transfer of any Class B-2 Certificate that is a Book-Entry Certificate
or
interest therein shall be made by any related Certificate Owner except
(A) in
the manner set forth in the preceding paragraph and in reliance on Rule
144A
under the 1933 Act to a “qualified institutional buyer” that is acquiring such
Book-Entry Certificate for its own account or for the account of another
“qualified institutional buyer” or (B) in the manner set forth in the second
preceding paragraph and in the form of a Definitive Certificate.
If
any
Certificate Owner that is required under this Section 5.02(b) to transfer
its
Book-Entry Certificates in the form of Definitive Certificates, (i) notifies
the
Trustee of such transfer or exchange and (ii) transfers such Book-Entry
Certificates to the Trustee, in its capacity as such, through the book-entry
facilities of the Depository, then the Trustee shall decrease the balance
of
such Book-Entry Certificates or, the Trustee shall use reasonable efforts
to
cause the surrender to the Certificate Registrar of such Book-Entry Certificates
by the Depository, and thereupon, the Trustee shall execute, authenticate
and
deliver to such Certificate Owner or its designee one or more Definitive
Certificates in authorized denominations and with a like aggregate principal
amount.
Subject
to the provisions of this Section 5.02(b) governing registration of transfer
and
exchange, Class B-2 Certificates (i) held as Definitive Certificates may
be
transferred in the form of Book-Entry Certificates in reliance on Rule
144A
under the 1933 Act to one or more “qualified institutional buyers” that are
acquiring such Definitive Certificates for their own accounts or for the
accounts of other “qualified institutional buyers” and (ii) held as Definitive
Certificates by a “qualified institutional buyer” for its own account or for the
account of another “qualified institutional buyer” may be exchanged for
Book-Entry Certificates, in each case upon surrender of such Class B-2
Certificates for registration of transfer or exchange at the offices of
the
Trustee maintained for such purpose. Whenever any such Class B-2 Certificates
are so surrendered for transfer or exchange, either the Trustee shall increase
the balance of the related Book-Entry Certificates or the Trustee shall
execute,
authenticate and deliver the Book-Entry Certificates for which such Class
B-2
Certificates were transferred or exchanged, as necessary and appropriate.
No
Holder of Definitive Certificates other than a “qualified institutional buyer”
holding such Certificates for its own account or for the account of another
“qualified institutional buyer” may exchange such Class B-2 Certificates for
Book-Entry Certificates. Further, any Certificate Owner of a Book-Entry
Certificate other than any such “qualified institutional buyers” shall notify
the Trustee of its status as such and shall transfer such Book-Entry Certificate
to the Trustee, through the book-entry facilities of the Depository, whereupon,
and also upon surrender to the Trustee of such Book-Entry Certificate by
the
Depository, (which surrender the Trustee shall use reasonable efforts to
cause
to occur), the Trustee shall execute, authenticate and deliver to such
Certificate Owner or such Certificate Owner’s nominee one or more Definitive
Certificates in authorized denominations and with a like aggregate principal
amount.
No
transfer of an ERISA-Restricted Certificate shall be made unless the Trustee
and
the Depositor shall have received either (i) a representation from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee (in the event such Certificate is a Private
Certificate or a Residual Certificate, such requirement is satisfied only
by the
Trustee’s receipt of a representation letter from the transferee substantially
in the form of Exhibit K or Exhibit L, or Exhibit I, as applicable), to
the
effect that such transferee is not an employee benefit plan or arrangement
subject to Section 406 of ERISA or a plan subject to Section 4975 of the
Code (a
“Plan”), nor a person acting on behalf of a Plan nor using the assets of a Plan
to effect such transfer or (ii) in the case of any such ERISA-Restricted
Certificate presented for registration in the name of an employee benefit
plan
subject to ERISA, or a plan or arrangement subject to Section 4975 of the
Code
(or comparable provisions of any subsequent enactments), or a trustee of
any
such plan or any other person acting on behalf of any such plan or arrangement
or using such plan’s or arrangement’s assets, an Opinion of Counsel satisfactory
to the Trustee, which Opinion of Counsel shall not be an expense of either
the
Trustee or the Trust Fund, addressed to the Trustee and the Depositor for
the
benefit of the Trustee, the Depositor and the Servicers and on which they
may
rely, to the effect that the purchase or holding of such ERISA-Restricted
Certificate will not result in the assets of the Trust Fund being deemed
to be
“plan assets” and subject to the prohibited transaction provisions of ERISA and
the Code and will not subject the Trustee, any Depositor, the Special Servicer
or the Servicers to any obligation in addition to those expressly undertaken
in
this Agreement or to any liability. Notwithstanding anything else to the
contrary herein, any purported transfer of an ERISA-Restricted Certificate
to or
on behalf of an employee benefit plan subject to ERISA or to the Code without
the delivery to the Trustee and the Depositor of an Opinion of Counsel
satisfactory to the Trustee as described above shall be void and of no
effect.
Prior
to
the termination of the Supplemental Interest Trust, no transfer of a Class
A-1,
Class A-2, Class A-3, Class M or Class B Certificate shall be made unless
either
(i) the Trustee and the Depositor shall have received a representation
or a
deemed representation, in the case of Book-Entry Certificates, from the
transferee of such Certificate acceptable to and in form and substance
satisfactory to the Trustee and the Depositor, 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 of a Plan, or (ii) the transferee
provides a representation, or is deemed to represent in the case of the
Book-Entry Certificates that the proposed transfer or holding of such
Certificate are eligible for exemptive relief under Prohibited Transaction
Exemption (“PTE”) 84-14, XXX 00-00, XXX 00-0, XXX 95-60 or PTE 96-23 in the case
of a Certificate other than a Class B-2 Certificate, or PTE 95-60 in the
case of
a Class B-2 Certificate. Any Holder of a Certificate or any interest therein
that is a Book-Entry Certificate shall be deemed to have made the
representations described in the preceding sentence.
Subsequent
to the termination of the Supplemental Interest Trust, each beneficial
owner of
a Class B-2 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” or (ii) (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.
To
the
extent permitted under applicable law (including, but not limited to, ERISA),
the Trustee shall be under no liability to any Person for any registration
of
transfer of any ERISA-Restricted Certificate that is in fact not permitted
by
this Section 5.02(b) or for making any payments due on such Certificate
to the
Holder thereof or taking any other action with respect to such Holder under
the
provisions of this Agreement so long as the transfer was registered by
the
Trustee in accordance with the foregoing requirements.
(c) Each
Person who has or who acquires any Ownership Interest in a Residual Certificate
shall be deemed by the acceptance or acquisition of such Ownership Interest
to
have agreed to be bound by the following provisions, and the rights of
each
Person acquiring any Ownership Interest in a Residual Certificate are expressly
subject to the following provisions:
(i) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall be a Permitted Transferee and shall promptly notify the 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 and
the
Depositor 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 I.
(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 5.02(c) shall
be
absolutely null and void and shall vest no rights in the purported Transferee.
If any purported transferee shall become a Holder of a Residual Certificate
in
violation of the provisions of this Section 5.02(c), then the last preceding
Permitted Transferee shall be restored to all rights as Holder thereof
retroactive to the date of registration of Transfer of such Residual
Certificate. The Trustee 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 5.02(b) and this Section 5.02(c) or for making any payments
due on
such Certificate to the Holder thereof or taking any other action with
respect
to such Holder under the provisions of this Agreement so long as the Transfer
was registered after receipt of the related Transfer Affidavit and Transferor
Certificate. 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
Depositor shall use its best efforts to make available, upon receipt 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
5.02(c) shall cease to apply (and the applicable portions of the legend
on a
Residual Certificate may be deleted) with respect to Transfers occurring
after
delivery to the Trustee of an Opinion of Counsel, which Opinion of Counsel
shall
not be an expense of the Trust Fund, the Trustee, the Seller or the Servicers,
to the effect that the elimination of such restrictions will not cause
the Trust
Fund hereunder 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 which, based on an Opinion of Counsel 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 which is held
by a
Person that is not a Permitted Transferee to a Holder that is a Permitted
Transferee.
(d) The
preparation and delivery of all certificates and opinions referred to above
in
this Section 5.02 in connection with transfer shall be at the expense of
the
parties to such transfers.
(e) Except
as
provided below, the Book-Entry Certificates shall at all times remain registered
in the name of the Depository or its nominee and at all times: (i) registration
of the Certificates may not be transferred by the Trustee except to another
Depository; (ii) the Depository shall maintain book-entry records with
respect
to the Certificate Owners and with respect to ownership and transfers of
such
Book-Entry Certificates; (iii) ownership and transfers of registration
of the
Book-Entry Certificates on the books of the Depository shall be governed
by
applicable rules established by the Depository; (iv) the Depository may
collect
its usual and customary fees, charges and expenses from its Depository
Participants; (v) the Trustee shall deal with the Depository, Depository
Participants and indirect participating firms as representatives of the
Certificate Owners of the Book-Entry Certificates for purposes of exercising
the
rights of holders under this Agreement, and requests and directions for
and
votes of such representatives shall not be deemed to be inconsistent if
they are
made with respect to different Certificate Owners; and (vi) the Trustee
may rely
and shall be fully protected in relying upon information furnished by the
Depository with respect to its Depository Participants and furnished by
the
Depository Participants with respect to indirect participating firms and
persons
shown on the books of such indirect participating firms as direct or indirect
Certificate Owners.
All
transfers by Certificate Owners of Book-Entry Certificates shall be made
in
accordance with the procedures established by the Depository Participant
or
brokerage firm representing such Certificate Owner. 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.
If
(x)
(i) the Depository or the Depositor advises the Trustee in writing that
the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository, and (ii) the Trustee or the Depositor is
unable
to locate a qualified successor, (y) the Depositor, with the consent of
the
Depository Participants, advises the Trustee in writing that it elects
to
terminate the book-entry system through the Depository or (z) after the
occurrence of an Event of Default, Certificate Owners representing at least
51%
of the Certificate Balance of the Book-Entry Certificates together advise
the
Trustee and the Depository through the Depository Participants in writing
that
the continuation of a book-entry system through the Depository is no longer
in
the best interests of the Certificate Owners, the Trustee shall notify
all
Certificate Owners, through the Depository, of the occurrence of any such
event
and of the availability of definitive, fully-registered Certificates (the
“Definitive Certificates”) to Certificate Owners requesting the same. Upon
surrender to the Trustee of the related Class of Certificates by the Depository,
accompanied by the instructions from the Depository for registration, the
Trustee shall issue the Definitive Certificates.
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 Percentage
Interest in the related Class of Certificates. In order to make such request,
such Certificate Owner shall, subject to the rules and procedures of the
Depository, provide the Depository or the related Depository Participant
with
directions for the Trustee to exchange or cause the exchange of the Certificate
Owner’s interest in such Class of Certificates for an equivalent Percentage
Interest in fully registered definitive form. Upon receipt by the Trustee
of
instruction from the Depository directing the Trustee to effect such exchange
(such instructions to contain information regarding the Class of Certificates
and the Certificate Balance being exchanged, the Depository Participant
account
to be debited with the decrease, the registered holder of and delivery
instructions for the Definitive Certificates 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 Balance of the Definitive Certificates, (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 Percentage Interest in such Class of
Certificates and (iii) the Trustee shall execute and authenticate a new
Book-Entry Certificate reflecting the reduction in the aggregate Class
Principal
Balance of such Class of Certificates by the amount of the Definitive
Certificates.
None
of
the Seller, the Servicers, the Depositor or the Trustee shall be liable
for any
delay in delivery of any instruction required under this section and each
may
conclusively rely on, and shall be protected in relying on, such instructions.
The Depositor shall provide the Trustee with an adequate inventory of
certificates to facilitate the issuance and transfer of Definitive Certificates.
Upon the issuance of Definitive Certificates all references herein to
obligations imposed upon or to be performed by the Depository shall be
deemed to
be imposed upon and performed by the Trustee, to the extent applicable
with
respect to such Definitive Certificates and the Trustee shall recognize
the
Holders of the Definitive Certificates as Certificateholders hereunder;
provided
that the Trustee shall not by virtue of its assumption of such obligations
become liable to any party for any act or failure to act of the
Depository.
SECTION 5.03 |
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 (b) there is delivered to the Trustee such security or
indemnity
as may be required by it to hold it 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, countersign 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 5.03, the Trustee may require the
payment
of a sum sufficient to cover any tax or other governmental charge that
may be
imposed in relation thereto and any other expenses (including the fees
and
expenses of the Trustee) connected therewith. Any replacement Certificate
issued
pursuant to this Section 5.03 shall constitute complete and indefeasible
evidence of ownership, as if originally issued, whether or not the lost,
stolen
or destroyed Certificate shall be found at any time.
SECTION 5.04 |
Persons
Deemed Owners.
|
The
Servicers, the Trustee and any agent of the Servicers or the Trustee may
treat
the Person in whose name any Certificate is registered as the owner of
such
Certificate for the purpose of receiving distributions as provided in this
Agreement and for all other purposes whatsoever, and none of the Servicers,
the
Trustee or any agent of the Servicers or the Trustee shall be affected
by any
notice to the contrary.
SECTION 5.05 |
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 which such
Certificateholders propose to transmit, or if the Depositor or a 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 Servicers or such Certificateholders at such recipients’ expense
the most recent list of the Certificateholders of such 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.
SECTION 5.06 |
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 in St. Xxxx, Minnesota where Certificates
may be
surrendered for registration of transfer or exchange. The Trustee initially
designates its Corporate Trust 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
VI
THE
DEPOSITOR, THE SELLER, THE SERVICERS AND ANY SPECIAL SERVICER
SECTION 6.01 |
Respective
Liabilities of the Depositor, the Sellers, the Servicers and the
Special
Servicer.
|
The
Depositor, the Seller, each Servicer and any Special Servicer shall each
be
liable in accordance herewith only to the extent of the obligations specifically
and respectively imposed upon and undertaken by them herein.
SECTION 6.02 |
Merger
or Consolidation of the Depositor, the Seller, a Servicer or any
Special
Servicer.
|
The
Depositor, the Seller, each Servicer and any Special Servicer will each
keep in
full effect its existence, rights and franchises as a corporation under
the laws
of the United States or under the laws of one of the states thereof or
as a
federally chartered savings bank organized under the laws of the United
States
and will each obtain and preserve its qualification to do business as a
foreign
corporation in each jurisdiction in which such qualification is or shall
be
necessary to protect the validity and enforceability of this Agreement,
or any
of the Mortgage Loans and to perform its respective duties under this Agreement.
Notwithstanding the foregoing, the Seller or a Servicer may be merged or
consolidated into another Person in accordance with the following
paragraph.
Any
Person into which the Depositor, the Seller, a Servicer or any Special
Servicer
may be merged or consolidated, or any Person resulting from any merger
or
consolidation to which the Depositor, the Seller, a Servicer or any Special
Servicer shall be a party, or any person succeeding to the business of
the
Depositor, the Seller, a Servicer or any Special Servicer, shall be the
successor of the Depositor, the Seller, a Servicer or any Special Servicer,
as
the case may be, hereunder, without the execution or filing of any paper
or any
further act on the part of any of the parties hereto, anything herein to
the
contrary notwithstanding, provided, however, that the successor or surviving
Person with respect to a merger or consolidation of a Servicer or any Special
Servicer shall be an institution which is a Xxxxxx Mae or Xxxxxxx Mac approved
company in good standing. In addition to the foregoing, there must be delivered
to the Trustee a letter from each of the Rating Agencies, to the effect
that
such merger, conversion or consolidation of a Servicer will not result
in a
disqualification, withdrawal or downgrade of the then current rating of
any of
the Certificates.
SECTION 6.03 |
Limitation
on Liability of the Depositor, the Seller, the Servicers, any Special
Servicer and Others.
|
None
of
the Depositor, the Seller, any Servicer, any Special Servicer nor any of
the
directors, officers, employees or agents of the Depositor, the Seller,
any
Servicer or any Special Servicer shall be under any liability to the
Certificateholders for any action taken or for refraining from the taking
of any
action in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Depositor,
the
Seller, any Servicer, any Special Servicer or any such Person against any
breach
of representations or warranties made by it herein or protect the Depositor,
the
Seller, any Servicer, the Special Servicer or any such Person from any
liability
which would otherwise be imposed by reasons of willful misfeasance, bad
faith or
negligence in the performance of duties or by reason of reckless disregard
of
obligations and duties hereunder. The Depositor, the Seller, each Servicer,
any
Special Servicer and any director, officer, employee or agent of the Depositor,
the Seller, a Servicer or any Special Servicer may rely in good faith on
any
document of any kind prima facie properly executed and submitted by any
Person
respecting any matters arising hereunder. The Depositor, the Seller, the
Trustee, the related Servicer, any Special Servicer and any director, officer,
employee or agent of the Depositor, the Seller, the Trustee, the related
Servicer or any Special Servicer shall be indemnified by the Trust Fund
out of
the Collection Account and held harmless against any loss, liability or
expense
incurred in connection with any legal action relating to this Agreement
(including the provisions set forth in the last sentence of Section 2.01(a))
or
the Certificates, other than any loss, liability or expense incurred by
reason
of willful misfeasance, bad faith or negligence in the performance of its
duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder; provided, however, with respect to the provisions set forth
in the
last sentence of Section 2.01(a), such indemnification will be without
regard to
loss, liability or expense incurred by reason of any willful misfeasance,
bad
faith or negligence in performance of its duties hereunder. None of the
Depositor, the Seller, any Servicer or any Special Servicer shall be under
any
obligation to appear in, prosecute or defend any legal action that is not
incidental to its respective duties hereunder and which in its opinion
may
involve it in any expense or liability; provided, however, that any of
the
Depositor, the Seller, any Servicer or any Special Servicer may in its
discretion undertake any such action that it may deem necessary or desirable
in
respect of this Agreement and the rights and duties of the parties hereto
and
interests of the Trustee and the Certificateholders hereunder. In such
event,
the legal expenses and costs of such action and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and
the
Depositor, the Seller, each Servicer and any Special Servicer shall be
entitled
to be reimbursed therefor out of the Collection Account. Each Servicer’s and any
Special Servicer’s right to indemnity or reimbursement pursuant to this Section
6.03 shall survive the resignation or termination of such Servicer as set
forth
herein.
SECTION 6.04 |
Limitation
on Resignation of a Servicer.
|
(a) Subject
to Section 6.04(b) below, a Servicer shall not resign from the obligations
and
duties hereby imposed on it except (a)(i) upon appointment, pursuant to
the
provisions of Section 7.02, of a successor servicer which (x) has a net
worth of
not less than $10,000,000 and (y) is a Xxxxxx Xxx or Xxxxxxx Mac approved
company in good standing and (ii) receipt by the Trustee of a letter from
each
Rating Agency that such a resignation and appointment will not result in
a
qualification, withdrawal or downgrading of the then current rating of
any of
the Certificates, or (b) upon determination that its duties hereunder are
no
longer permissible under applicable law. Any such determination under clause
(b)
permitting the resignation of a Servicer shall be evidenced by an Opinion
of
Counsel to such effect delivered to the Trustee. No such resignation shall
become effective until the Trustee or a successor servicer shall have assumed
such Servicer’s responsibilities, duties, liabilities and obligations hereunder
and the requirements of Section 7.02 have been satisfied.
(b) Notwithstanding
the foregoing at the Seller’s request, so long as it is the owner of the
servicing rights, SPS or Ocwen shall resign upon the Seller’s selection and
appointment of a successor servicer; provided that the Seller delivers
to the
Trustee the letter required by Section 6.04(a)(ii) above.
(c) Notwithstanding
the foregoing, at the request of the Majority in Interest Class X-1
Certificateholder, a Special Servicer shall resign, upon the selection
and
appointment of a successor special servicer by the Majority in Interest
Class
X-1 Certificateholder; provided, that any such successor Special Servicer
shall
meet all the requirements of a Servicer as described in Section 7.02 of
this
Agreement and shall comply in all respects with the applicable provisions
of
this Agreement.
ARTICLE
VII
DEFAULT
SECTION 7.01 |
Events
of Default.
|
“Event
of
Default”, wherever used herein, means any one of the following
events:
(i) any
failure by a Servicer to make any deposit or payment required pursuant
to this
Agreement which continues unremedied for a period of one Business Day (or,
in
the case of any such failure to make any deposit or payment due to any
outbreak
or escalation of hostilities, declaration by the United States of a national
emergency or war or other calamity or crisis or act of god, for a period
of
three Business Days) after the date upon which written notice of such failure,
requiring the same to be remedied, shall have been given to such Servicer
by the
Trustee or the Depositor, or to such Servicer and the Trustee by the Holders
of
Certificates having not less than 25% of the Voting Rights evidenced by
the
Certificates; or
(ii) any
failure by a Servicer duly to observe or perform in any material respect
any
other of the covenants or agreements on the part of such Servicer set forth
in
this Agreement, which failure or breach (a) materially affects the rights
of the
Certificateholders and (b) continues unremedied for a period of 30 days
after
the date on which written notice of such failure or breach, requiring the
same
to be remedied, shall have been given to such Servicer by the Trustee or
the
Depositor, or to such Servicer and the Trustee by the Holders of Certificates
having not less than 25% of the Voting Rights evidenced by the Certificates;
or
(iii) if
a
representation or warranty set forth in Section 2.03(b) or (c), as applicable,
hereof shall prove to be materially incorrect as of the time made in any
respect
that materially and adversely affects interests of the Certificateholders,
and
the circumstances or condition in respect of which such representation
or
warranty was incorrect shall not have been eliminated or cured, within
30 days
(or, if such breach is not capable of being cured within 30 days and provided
that the related Servicer believes in good faith that such breach can be
cured
and is diligently pursuing the cure thereof, within 90 days) after the
date on
which written notice thereof shall have been given to the related Servicer
by
the Trustee for the benefit of the Certificateholders or by the Depositor;
or
(iv) failure
by a Servicer to maintain, if required, its license to do business in any
jurisdiction where the related Mortgaged Property is located, to the extent
such
failure materially and adversely affects the ability of such Servicer to
perform
its obligations under this Agreement; or
(v) a
decree
or order of a court or agency or supervisory authority having jurisdiction
for
the appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, including bankruptcy, marshaling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against a Servicer and such decree or order shall
have
remained in force undischarged or unstayed for a period of 60 consecutive
days;
or
(vi) a
Servicer shall consent to the appointment of a conservator or receiver
or
liquidator in any insolvency, readjustment of debt, marshaling of assets
and
liabilities or similar proceedings of or relating to such Servicer or of
or
relating to all or substantially all of its property; or
(vii) any
failure of a Servicer to make any Advance, to the extent required under
Section
4.01 in the manner and at the time required to be made from its own funds
pursuant to this Agreement and after receipt of notice from the Trustee,
which
failure continues unremedied after the close of business on the Business
Day
immediately preceding the related Distribution Date; or
(viii) a
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, bankruptcy or reorganization statute,
make an
assignment for the benefit of its creditors, voluntarily suspend payment
of its
obligations or cease its normal business operations for three Business
Days;
or
(ix) (a)
the
servicer rankings or ratings for a Servicer are downgraded to “below average”
status or below by one or more of the Rating Agencies rating the Certificates
or
(b) one or more Classes of the Certificates are downgraded or placed on
negative
watch due in whole or in part to the performance or servicing of a
Servicer;
(x) with
respect to Ocwen, failure of clause (A) of the Ocwen Termination Test;
or
(xi) any
failure of a Servicer to deliver to the Trustee and the Depositor the items
required by Sections 3.16, 3.17 and 8.12(c) within two Business Days of
notice
thereof from the Trustee or the Depositor.
Other
than an Event of Default resulting from a failure of a Servicer to make
any
Advance, if an Event of Default described in clauses (i) through (viii)
and (x)
of this Section 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, or
at the
direction of the Holders of Certificates evidencing not less than 51% of
the
Voting Rights evidenced by the Certificates, the Trustee shall by notice
in
writing to such Servicer (with a copy to each Rating Agency), terminate
all of
the rights and obligations of such Servicer under this Agreement and in
and to
the related Mortgage Loans and the proceeds thereof, other than its rights
as a
Certificateholder hereunder (and the rights to reimburse itself for Advances
and
Servicing Advances previously made pursuant to this Agreement, the right
to
accrued and unpaid Servicing Fees and the rights under Section 6.03 with
respect
to events occurring prior to such termination). If an Event of Default
results
from the failure of a Servicer to make an Advance, the Trustee shall prior
to
the Distribution Date occurring in the succeeding calendar month, by notice
in
writing to such Servicer and the Depositor (with a copy to each Rating
Agency),
terminate all of the rights and obligations of such Servicer under this
Agreement prior to the Distribution Date occurring in the succeeding calendar
month and in and to the related Mortgage Loans and the proceeds thereof,
other
than its rights as a Certificateholder hereunder and the rights to reimburse
itself for Advances and Servicing Advances previously made pursuant to
this
Agreement, the right to accrued and unpaid Servicing Fees and the rights
under
Section 6.03 with respect to events occurring prior to such termination.
If an
Event of Default described in clause (ix) or (xi) of this Section occurs,
the
Trustee shall, at the direction of the Seller, by notice in writing to
the
related Servicer, terminate all of the rights and obligations of such Servicer
under this Agreement (other than its right to reimburse itself for Advances
and
Servicing Advances previously made, as provided in Section 3.08, the right
to
accrued and unpaid Servicing Fees and the rights under Section 6.03 with
respect
to events occurring prior to such termination) and shall appoint as successor
Servicer the entity selected by the Seller in accordance with Section 7.02;
provided the Seller shall first furnish to the Trustee a letter from each
Rating
Agency that the appointment of such successor will not result in a downgrading
of the rating of any of the Certificates.
Upon
receipt by a Servicer of such written notice of termination, all authority
and
power of such Servicer under this Agreement, whether with respect to the
Mortgage Loans serviced by it or otherwise, shall pass to and be vested
in the
Trustee or its nominee. Upon written request from the Trustee, such Servicer
shall prepare, execute and deliver to the successor entity designated by
the
Trustee any and all documents and other instruments, place in such successor’s
possession all related Mortgage Files, and do or cause to be done all other
acts
or things necessary or appropriate to effect the purposes of such notice
of
termination, including but not limited to the transfer and endorsement
or
assignment of the Mortgage Loans and related documents, at such Servicer’s sole
expense. The related Servicer shall cooperate with the Trustee and such
successor in effecting the termination of such Servicer’s responsibilities and
rights hereunder, including without limitation, the transfer to such successor
for administration by it of all cash amounts, net of unreimbursed Advances
and
Servicing Advances and unpaid Servicing Fees which shall at the time be
credited
by the related Servicer to the Collection Account or Escrow Account or
thereafter received with respect to the Mortgage Loans serviced by it.
The
Trustee, as successor Servicer, shall thereupon make any Advance prior
to the
related Distribution Date. The Trustee is hereby authorized and empowered
to
execute and deliver, on behalf of the related Servicer, as attorney-in-fact
or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes
of such
notice of termination, whether to complete the transfer and endorsement
or
assignment of the related Mortgage Loans and related documents, or
otherwise.
SECTION 7.02 |
Trustee
to Act; Appointment of Successor.
|
On
and
after the time a Servicer receives a notice of termination pursuant to
Section
7.01 of this Agreement or the resignation of a Servicer pursuant to Section
6.04, the Trustee shall, subject to and to the extent provided herein,
be the
successor to the related Servicer, but only in its capacity as servicer
under
this Agreement, and not in any other, and the transactions set forth herein
and
shall be subject to all the responsibilities, duties and liabilities relating
thereto placed on the related Servicer by the terms and provisions hereof
and
applicable law including the obligation to make Advances pursuant to Section
4.01. As compensation therefor, the Trustee shall be entitled to all funds
relating to the Mortgage Loans that the related Servicer would have been
entitled to charge to the Collection Account, provided that the terminated
Servicer shall nonetheless be entitled to payment or reimbursement as provided
in Section 3.08 to the extent that such payment or reimbursement relates
to the
period prior to termination of the related Servicer. Notwithstanding the
foregoing, if the Trustee has become the successor to a Servicer in accordance
with Section 7.01, 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
4.01 hereof, 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 a Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of a Servicer hereunder. Any successor
to a Servicer shall be an institution which is a Xxxxxx Mae or Xxxxxxx
Mac
approved seller/servicer for first and second loans in good standing, which
has
a net worth of at least $10,000,000, which is willing to service the related
Mortgage Loans and which executes and delivers to the Depositor and the
Trustee
an agreement accepting such delegation and assignment, containing an assumption
by such Person of the rights, powers, duties, responsibilities, obligations
and
liabilities of the related Servicer (other than liabilities of the related
Servicer under Section 6.03 hereof incurred prior to termination of the
related
Servicer under Section 7.01 hereunder), with like effect as if originally
named
as a party to this Agreement; provided that each Rating Agency acknowledges
that
its rating of the Certificates in effect immediately prior to such assignment
and delegation will not be qualified, withdrawn or downgraded as a result
of
such assignment and delegation. Pending appointment of a successor to a
Servicer
hereunder, the Trustee, unless the Trustee is prohibited by law from so
acting,
shall, subject to the limitations described herein, act in such capacity
as
hereinabove provided. In connection with such appointment and assumption,
the
Trustee may make such arrangements for the compensation of such successor
out of
payments on the related Mortgage Loans as it and such successor shall agree;
provided, however, that no such compensation shall be in excess of the
Servicing
Fee. 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 servicer shall be deemed to be in default
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 related Servicer to deliver or provide, or any delay
in
delivering or providing, any cash, information, documents or records to
it.
In
connection with the termination or resignation of any Servicer hereunder,
either
(i) the successor servicer, including the Trustee if the Trustee is acting
as
successor Servicer, shall represent and warrant that it is a member of
MERS in
good standing and shall agree to comply in all material respects with the
rules
and procedures of MERS in connection with the servicing of the Mortgage
Loans
that are registered with MERS, in which case the predecessor Servicer shall
cooperate with the successor Servicer in causing MERS to revise its records
to
reflect the transfer of servicing to the successor Servicer as necessary
under
MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate
with the successor Servicer in causing MERS to execute and deliver an assignment
of Mortgage in recordable form to transfer the Mortgage from MERS to the
Trustee
and to execute and deliver such other notices, documents and other instruments
as may be necessary or desirable to effect a transfer of such Mortgage
Loan or
servicing of such Mortgage Loan on the MERS® System to the successor Servicer.
The predecessor Servicer shall file or cause to be filed any such assignment
in
the appropriate recording office. The predecessor Servicer shall bear any
and
all fees of MERS, costs of preparing any assignments of Mortgage, and fees
and
costs of filing any assignments of Mortgage that may be required under
this
subsection.
Any
successor to a Servicer shall give notice to the Mortgagors of such change
of
servicer and shall, during the term of its service as servicer, maintain
in
force the policy or policies that such Servicer is required to maintain
pursuant
to this Agreement.
SECTION 7.03 |
Notification
to Certificateholders.
|
(a) Upon
any
termination of or appointment of a successor to a Servicer, the Trustee
shall
give prompt written notice thereof to Certificateholders and to each Rating
Agency.
(b) Within
60
days after the occurrence of any Event of Default, the Trustee shall transmit
by
mail to all Certificateholders notice of each such Event of Default hereunder
actually known to the Trustee, unless such Event of Default shall have
been
cured or waived.
ARTICLE
VIII
CONCERNING
THE TRUSTEE
SECTION 8.01 |
Duties
of the Trustee.
|
The
Trustee, prior to the occurrence of an Event of Default and after the curing
of
all Events of Default that may have occurred, shall undertake to perform
such
duties and only such duties as are specifically set forth in this Agreement.
In
case an Event of Default has occurred and remains uncured, the Trustee
shall
exercise such of the rights and powers vested in it by this Agreement,
and use
the same degree of care and skill in their exercise as a prudent person
would
exercise or use under the circumstances in the conduct of such person’s own
affairs.
The
Trustee, upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the Trustee
that
are specifically required to be furnished pursuant to any provision of
this
Agreement 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 such resolution, certificate, statement,
opinion, report, document, order or other instrument.
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) unless
an
Event of Default actually known to the Trustee shall have occurred and
be
continuing, the duties and obligations of the Trustee shall be determined
solely
by the express provisions of this Agreement, the Trustee shall not be liable
except for the performance of such duties and obligations as are specifically
set forth in this Agreement, no implied covenants or obligations shall
be read
into this Agreement against the Trustee and 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 which it believed in good
faith
to be genuine and to have been duly executed by the proper authorities
respecting any matters arising hereunder;
(ii) the
Trustee shall not be liable for an error of judgment made in good faith
by a
Responsible Officer or Responsible Officers of the Trustee, unless it shall
be
finally proven that the Trustee was negligent in ascertaining the pertinent
facts; and
(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 direction
of
Holders of Certificates evidencing not less than 25% of the Voting Rights
of
Certificates relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee under this Agreement.
SECTION 8.02 |
Certain
Matters Affecting the Trustee.
|
Except
as
otherwise provided in Section 8.01:
(i) the
Trustee may request and conclusively rely upon and shall be protected in
acting
or refraining from acting upon any resolution, Officers’ Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper
or document believed by it to be genuine and to have been signed or presented
by
the proper party or parties and the Trustee shall have no responsibility
to
ascertain or confirm the genuineness of any signature of any such party
or
parties;
(ii) the
Trustee may consult with counsel, financial advisers or accountants and
the
advice of any such counsel, financial advisers or accountants and any Opinion
of
Counsel shall be full and complete authorization and protection in respect
of
any action taken or suffered or omitted by it hereunder in good faith and
in
accordance with such advice or Opinion of Counsel;
(iii) the
Trustee shall not be liable for any action taken, suffered or omitted by
it in
good faith and believed by it to be authorized or within the discretion
or
rights or powers conferred upon it by this Agreement;
(iv) 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 so to do by Holders of Certificates evidencing
not
less than 25% of the Voting Rights allocated to each Class of
Certificates;
(v) the
Trustee may execute any of the trusts or powers hereunder or perform any
duties
hereunder either directly or by or through agents, affiliates, accountants
or
attorneys;
(vi) the
Trustee shall not be required to risk or expend its own funds or otherwise
incur
any financial liability in the performance of any of its duties or in the
exercise of any of its rights or powers hereunder if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity
against
such risk or liability is not assured to it;
(vii) the
Trustee shall not be liable for any loss on any investment of funds pursuant
to
this Agreement (other than as issuer of the investment security);
(viii) the
Trustee shall not be deemed to have knowledge of an Event of Default until
a
Responsible Officer of the Trustee shall have received written notice thereof;
and
(ix) the
Trustee shall be under no obligation to exercise any of the trusts, rights
or
powers vested in it by this Agreement or to institute, conduct or defend
any
litigation hereunder or in relation hereto at the request, order or direction
of
any of the Certificateholders, pursuant to the provisions of this Agreement,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity satisfactory to the Trustee against the costs, expenses
and liabilities which may be incurred therein or thereby.
(x) It
is
acknowledged and agreed that the Person serving as Trustee hereunder shall
also
serve as Supplemental Interest Trust Trustee. The Supplemental Interest
Trust
Trustee is hereby directed to execute and deliver the Swap Agreement, and
to
make the representations required therein. The Supplemental Interest Trust
Trustee shall be entitled to be indemnified and held harmless by the Depositor
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
of its
duties or obligations under the Swap Agreement, except to the extent that
the
same is due to the Supplemental Interest Trust Trustee’s willful misfeasance,
bad faith or negligence. Any Person appointed as successor trustee pursuant
to
Section 8.08 shall also be required to serve as successor supplemental
interest
trust trustee.
SECTION 8.03 |
Trustee
Not Liable for Certificates or Mortgage
Loans.
|
The
recitals contained herein and in the Certificates shall be taken as the
statements of the Depositor or the Seller, as the case may be, and the
Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Agreement or
of the
Certificates or of any Mortgage Loan or related document, or of MERS or
the
MERS® System, other than with respect to the Trustee’s execution and
countersignature of the Certificates. The Trustee shall not be accountable
for
the use or application by the Depositor or any Servicer of any funds paid
to the
Depositor or a Servicer in respect of the Mortgage Loans or deposited in
or
withdrawn from the Collection Account by the Depositor or a
Servicer.
SECTION 8.04 |
Trustee
May Own Certificates.
|
The
Trustee in its individual or any other capacity may become the owner or
pledgee
of Certificates and may transact business with the Depositor, the Seller,
any
Servicer and their affiliates, with the same rights as it would have if
it were
not the Trustee.
SECTION 8.05 |
Trustee’s
Fees and Expenses.
|
The
Trustee, as compensation for its activities hereunder, shall be entitled
to (a)
withdraw from the Certificate Account on each Distribution Date prior to
making
distributions pursuant to Section 4.02 an amount equal to the Trustee Fee
for
such Distribution Date and (b) investment earnings on amounts on deposit
in the
Certificate Account. The Trustee and any director, officer, employee or
agent of
the Trustee shall be indemnified by the Depositor and the Servicers, to
the
extent such indemnity related to the failure of the related Servicer to
perform
its servicing obligations in accordance with this Agreement, and held harmless
against any loss, liability or expense (including reasonable attorney’s fees and
expenses) (i) incurred in connection with any claim or legal action relating
to
(a)
this
Agreement (including the provisions set forth in the last sentence of Section
2.01(a)), (b) the Custodial Agreements, (c) the Certificates, or (d) the
performance of any of the Trustee’s duties hereunder (including website posting
of reports as required by Section 8.12(a)), other than any loss, liability
or
expense incurred by reason of willful misfeasance, bad faith or negligence
in
the performance of any of the Trustee’s duties hereunder or incurred by reason
of any action of the Trustee taken at the direction of the Certificateholders;
provided, however, with respect to the provisions set forth in the last
sentence
of Section 2.01(a), such indemnification will be without regard to loss,
liability or expense incurred by reason of any willful misfeasance, bad
faith or
negligence in the performance of any of the Trustee’s duties hereunder and
(ii)
resulting from any error in any tax or information return prepared by the
related Servicer. Such indemnity shall survive the termination of this
Agreement
or the resignation or removal of the Trustee hereunder. Without limiting
the
foregoing, the Depositor covenants and agrees, except as otherwise agreed
upon
in writing by the Depositor and the Trustee, and except for any such expense,
disbursement or advance as may arise from the Trustee’s negligence, bad faith or
willful misconduct, to pay or reimburse the Trustee, for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Agreement with respect to:
(A) the
reasonable compensation and the expenses and disbursements of its counsel
not
associated with the closing of the issuance of the Certificates, (B) the
reasonable compensation, expenses and disbursements of any accountant,
engineer
or appraiser that is not regularly employed by the Trustee, to the extent
that
the Trustee must engage such persons to perform acts or services hereunder
and
(C) printing and engraving expenses in connection with preparing any Definitive
Certificates. Except as otherwise provided herein, the Trustee shall not
be
entitled to payment or reimbursement for any routine ongoing expenses incurred
by the Trustee in the ordinary course of its duties as Trustee, Registrar
or
agent for the Tax Matters Person hereunder or for any other
expenses.
SECTION 8.06 |
Eligibility
Requirements for the Trustee and
Custodian.
|
The
Trustee hereunder shall at all times be a corporation or 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 of at least $50,000,000, subject to supervision or
examination by federal or state authority and with a credit rating which
would
not cause either of the Rating Agencies to reduce their respective then
current
Ratings of the Certificates (or having provided such security from time
to time
as is sufficient to avoid such reduction) as evidenced in writing by each
Rating
Agency. If such corporation or association publishes reports of condition
at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section
8.06
the combined capital and surplus of such corporation or association shall
be
deemed to be its 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 8.06, the
Trustee
shall resign immediately in the manner and with the effect specified in
Section
8.07. The entity serving as Trustee may have normal banking and trust
relationships with the Depositor and its affiliates or a Servicer and its
affiliates; provided, however, that such entity cannot be an affiliate
of the
Seller, the Depositor or a Servicer other than the Trustee in its role
as
successor to a Servicer.
SECTION 8.07 |
Resignation
and Removal of the Trustee.
|
The
Trustee may at any time resign and be discharged from the trusts hereby
created
by giving written notice of resignation to the Depositor, the Seller, each
Servicer, any Special Servicer and each Rating Agency not less than 60
days
before the date specified in such notice, when, subject to Section 8.08,
such
resignation is to take effect, and acceptance by a successor trustee in
accordance with Section 8.08 meeting the qualifications set forth in Section
8.06. If no successor trustee meeting such qualifications shall have been
so
appointed and have accepted appointment within 30 days after the giving
of such
notice of resignation or removal (as provided below), the resigning or
removed
Trustee may petition any court of competent jurisdiction for the appointment
of
a successor trustee.
If
at any
time the Trustee shall cease to be eligible in accordance with the provisions
of
Section 8.06 and shall fail to resign after written request thereto by
the
Depositor, or if at any time 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 a tax is imposed with respect
to
the Trust Fund by any state in which the Trustee or the Trust Fund is located
and the imposition of such tax would be avoided by the appointment of a
different trustee, then the Depositor may remove the Trustee and appoint
a
successor trustee by written instrument, in triplicate, one copy of which
shall
be delivered to the Trustee, one copy to each Servicer and the Seller and
one
copy to the successor trustee.
The
Holders of Certificates entitled to at least 51% of the Voting Rights may
at any
time remove the Trustee and appoint a successor trustee by written instrument
or
instruments, in triplicate, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which shall be delivered by the successor
Trustee to each Servicer and the Seller, one complete set to the Trustee
so
removed and one complete set to the successor so appointed. Notice of any
removal of the Trustee shall be given to each Rating Agency by the successor
trustee. All costs and expenses incurred by the Trustee in connection with
the
removal of the Trustee without cause shall be reimbursed to the Trustee
from
amounts on deposit in the Collection Account.
Any
resignation or removal of the Trustee and appointment of a successor trustee
pursuant to any of the provisions of this Section 8.07 shall become effective
upon acceptance of appointment by the successor trustee as provided in
Section
8.08.
SECTION 8.08 |
Successor
Trustee.
|
Any
successor trustee appointed as provided in Section 8.07 shall execute,
acknowledge and deliver to the Depositor and to its predecessor trustee
and each
Servicer and the Seller 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. The Depositor, each Servicer and the predecessor
trustee shall execute and deliver such instruments and do such other things
as
may reasonably be required for more fully and certainly vesting and confirming
in the successor trustee all such rights, powers, duties, and
obligations.
No
successor trustee shall accept appointment as provided in this Section
8.08
unless at the time of such acceptance such successor trustee shall be eligible
under the provisions of Section 8.06 and 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
8.08, the Depositor shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates. If the Depositor fails to mail
such
notice within 10 days after acceptance of appointment by the successor
trustee,
the successor trustee shall cause such notice to be mailed at the expense
of the
Depositor.
SECTION 8.09 |
Merger
or Consolidation of the Trustee.
|
Any
corporation into which the Trustee may be merged or converted or with which
it
may be consolidated or any corporation resulting from any merger, conversion
or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to the business of the Trustee, shall be the successor of the
Trustee
hereunder, provided that such corporation shall be eligible under the provisions
of Section 8.06 without the execution or filing of any paper or further
act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
SECTION 8.10 |
Appointment
of Co-Trustee or Separate Trustee.
|
Notwithstanding
any other provisions of this Agreement, at any time, for the purpose of
meeting
any legal requirements of any jurisdiction in which any part of the Trust
Fund
or property securing any Mortgage Note may at the time be located, each
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 8.10,
such
powers, duties, obligations, rights and trusts as each Servicer and the
Trustee
may consider necessary or desirable. If a 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 8.06 and no notice to Certificateholders
of the
appointment of any co-trustee or separate trustee shall be required under
Section 8.08.
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) To
the
extent necessary to effectuate the purposes of this Section 8.10, all rights,
powers, duties and obligations conferred or imposed upon the Trustee shall
be
conferred or imposed upon and exercised or performed by the Trustee and
such
separate trustee or co-trustee jointly (it being understood that such separate
trustee or co-trustee is not authorized to act separately without the Trustee
joining in such act), except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed (whether
as
Trustee hereunder or as successor to a 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
applicable 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 such appointment shall not,
and
shall not be deemed to, constitute any such separate trustee or co-trustee
as
agent of the Trustee;
(iii) The
Trustee may at any time accept the resignation of or remove any separate
trustee
or co-trustee; and
(iv) The
Depositor, and not the Trustee, shall be liable for the payment of reasonable
compensation, reimbursement and indemnification to any such 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 separate trustees and co-trustees, when and as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the
conduct
of, affecting the liability of, or affording protection to, the Trustee.
Every
such instrument shall be filed with the Trustee and a copy thereof given
to each
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 8.11 |
Tax
Matters.
|
It
is
intended that the assets with respect to which the REMIC elections are
to be
made, as set forth in the Preliminary Statement, shall constitute, and
that the
conduct of matters relating to each such segregated pool of assets shall
be such
as to qualify such assets as, a “real estate mortgage investment conduit” as
defined in and in accordance with the Trust Fund 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) for the Tax Matters Person
and
on behalf of the Trust Fund and that in such capacity it shall: (a) prepare
and
file, or cause to be prepared and filed, in a timely manner, a U.S. Real
Estate
Mortgage Investment Conduit Income Tax Return (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 of REMIC 1, REMIC 2, REMIC 3 and REMIC 4 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) 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; (c)
make or
cause to be made elections that the assets of each of REMIC 1, REMIC 2,
REMIC 3
and REMIC 4 be treated as a REMIC on the federal tax return for its first
taxable year (and, if necessary, under applicable state law); (d) 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)
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 Non-Permitted
Transferee, or a pass-through entity in which a Non-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)
to the
extent that they are under its control, conduct matters relating to such
assets
at all times that any Certificates are outstanding so as to maintain the
status
of REMIC 1, REMIC 2, REMIC 3 and REMIC 4 as a REMIC under the REMIC Provisions;
(g) not knowingly or intentionally take any action or omit to take any
action
that would cause the termination of the REMIC status of REMIC 1, REMIC
2, REMIC
3 or REMIC 4; (h) pay, from the sources specified in the fourth paragraph
of
this Section 8.11, the amount of any federal or state tax, including prohibited
transaction taxes as described below, imposed on the Trust Fund prior to
its
termination 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) ensure that federal, state or local income tax or
information returns shall be signed by the Trustee or such other person
as may
be required to sign such returns by the Code or state or local laws, regulations
or rules; (j) maintain records relating to the Trust Fund, including but
not
limited to the income, expenses, assets and liabilities thereof and the
fair
market value and adjusted basis of the assets determined at such intervals
as
may be required by the Code, as may be necessary to prepare the foregoing
returns, schedules, statements or information; and (k) as and when necessary
and
appropriate, 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 the
Trust Fund, 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 the Trust Fund in relation to any
tax
matter or controversy involving it.
To
the
extent that they are under its control, each Servicer shall conduct matters
relating to the assets of each REMIC at all times that any Certificates
are
outstanding so as to maintain the status of REMIC
1,
REMIC 2, REMIC 3 and REMIC 4
as a
REMIC under the REMIC Provisions. No Servicer shall knowingly or intentionally
take any action that would cause the termination of the REMIC status of
REMIC 1,
REMIC 2, REMIC 3 and REMIC 4.
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 ten (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, reasonably 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 the Trust Fund 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 the Trust Fund after the Startup Day pursuant to Section
860G(d)
of the Code, or any other tax is imposed, if not paid as otherwise provided
for
herein, such tax shall be paid by (i) the Trustee, if any such other tax
arises
out of or results from a breach by the Trustee of any of its obligations
under
this Agreement, (ii) the related Servicer or the Seller, in the case of
any such
minimum tax, if such tax arises out of or results from a breach by such
Servicer
or the Seller of any of their obligations under this Agreement or (iii)
the
Seller, if any such tax arises out of or results from the Seller’s obligation to
repurchase a related Mortgage Loan pursuant to Section 2.02 or 2.03 or
(iv) in
all other cases, or in the event that the Trustee, the related Servicer
or
Seller fails to honor its obligations under the preceding clauses (i),
(ii) or
(iii), any such tax will be paid with amounts otherwise to be distributed
to the
Certificateholders, as provided in Section 4.02.
Neither
a
Servicer nor the Trustee shall enter into any arrangement by which any
of REMIC
1, REMIC 2, REMIC 3 or REMIC 4 will receive a fee or other compensation
for
services nor permit any of REMIC 1, REMIC 2, REMIC 3 or REMIC 4 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.
SECTION 8.12 |
Commission
Reporting.
|
The
Trustee and the Servicers shall reasonably cooperate with the Depositor
in
connection with the Trust’s satisfying the reporting requirements under the
Exchange Act.
(a) (i)
For
so
long as the Trust Fund is subject to the Exchange Act reporting
requirements,
within
15 days after each Distribution Date, the Trustee shall file with the Commission
via the Electronic Data Gathering and Retrieval System (“XXXXX”), a Distribution
Report on Form 10-D, signed by the Depositor, with a copy of the Monthly
Statement to be furnished by the Trustee to the Certificateholders for
such
Distribution Date. Any disclosure in addition to the Monthly Statement
required
to be included on the Form 10-D (“Additional Form 10-D Disclosure”) shall be
determined and prepared by the Trustee provided the entity indicated in
Exhibit
FF as the responsible party for providing that information notifies the
Trustee
in writing thereof within 5 calendar days after each Distribution Date,
and the
Trustee shall have no liability with respect to any failure to properly
prepare
or file such Form 10-D resulting from or relating to the Trustee’s inability or
failure to obtain any information in a timely manner from the party responsible
for delivery of such Additional Form 10-D Disclosure.
For
so
long as the Trust Fund is subject to the Exchange Act reporting requirements,
within 5 calendar days after the related Distribution Date, each entity
that is
indicated in Exhibit FF as the responsible party for providing Additional
Form
10-D Disclosure shall be required to provide to the Trustee and the Depositor,
to the extent known by a Responsible Officer, clearly identifying which
item of
Form 10-D the information relates to, any Additional Form 10-D Disclosure,
if
applicable. The Trustee shall compile the information provided to it, prepare
the Form 10-D and forward the Form 10-D to the Depositor for verification.
The
Depositor will approve, as to form and substance, or disapprove, as the
case may
be, the Form 10-D. No later than three Business Days prior to the 15th
calendar
day after the related Distribution Date, an officer of the Depositor 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.
(ii) For
so
long as the Trust Fund is subject to the Exchange Act reporting requirements,
within four (4) Business Days after the occurrence of an event requiring
disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested
by the Depositor, the Trustee shall prepare and file on behalf of the Trust
a
Form 8-K reporting such Reportable Event, 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
determined and provided to the Trustee by the entity that is indicated
in
Exhibit FF as the responsible party for providing that information, if
other
than the Trustee, to the Trustee within two Business Days after the Reportable
Event, and the Trustee shall have no liability with respect to any failure
to
properly prepare or file such Form 8-K resulting from or relating to the
Trustee’s inability or failure to obtain any information in a timely manner from
the party responsible for delivery of such Form 8-K Disclosure
Information.
For
so
long as the Trust Fund is subject to the Exchange Act reporting requirements,
no
later than the end of business on the second Business Day after the occurrence
of a Reportable Event, the entity that is indicated in Exhibit FF as the
responsible party for providing Form 8-K Disclosure Information shall be
required to provide to the Trustee and the Depositor, to the extent known
by a
Responsible Officer, the substance of any Form 8-K Disclosure Information,
if
applicable. The Trustee shall compile the information provided to it, prepare
the Form 8-K and forward the Form 8-K to the Depositor for verification.
The
Depositor will approve, as to form and substance, or disapprove, as the
case may
be, the Form 8-K. No later than 5 p.m. New York City time on the third
Business
Days after the Reportable Event, an officer of the Depositor 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.
(iii) 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 Suspension Notice with
respect
to the Trust Fund. Prior to (x) March 15, 2007 and (y) unless and until
a Form
15 Suspension Notice shall have been filed, prior to March 15 of each year
thereafter, each Servicer and any Special Servicer shall provide the Trustee
(for inclusion in the Form 10-K) with an Annual Compliance Statement, together
with a copy of the Assessment of Compliance and Attestation Report to be
delivered by the related Servicer or any Special Servicer pursuant to Sections
3.16 and 3.17 (including with respect to any Subservicer to which such
Servicer
has delegated any of its responsibilities with respect to the related Mortgage
Loans and each Subcontractor determined by such Servicer to be “participating in
the servicing function” within the meaning of Item 1122 of Regulation AB, if
required to be filed). Prior to (x) March 31, 2007 and (y) unless and until
a
Form 15 Suspension Notice shall have been filed, March 31 of each year
thereafter, the Trustee shall file a Form 10-K with respect to the Trust
Fund.
Such Form 10-K shall include the items provided by the Servicers and any
Special
Servicer pursuant to the second preceding sentence, the Assessment of Compliance
and Attestation Report provided pursuant to Section 3.17 with respect to
the
Trustee, and the Form 10-K certification in the form attached hereto as
Exhibit
W (the “Depositor Certification”) signed by the senior officer of the Depositor
in charge of securitization. The Trustee shall receive the items described
in
the preceding sentence no later than March 10 of each calendar year prior
to the
filing deadline for the Form 10-K for so long as the Trust Fund is subject
to
the Exchange Act reporting requirements. If the Trustee or the Depositor
has not
received such items by March 10 of the related year, such party shall notify
the
related Servicer by telephone and email, or by telephone and fax, of such
failure.
Not
later
than 5 Business Days before the date on which the Form 10-K is required
to be
filed in accordance with the Exchange Act and the rules and regulations
of the
Commission, the Depositor will deliver to the Trustee a form of the Depositor
Certification. The Depositor shall subsequently deliver to the Trustee
the
executed Depositor Certification no later than the date on which the Form
10-K
is required to be filed.
Any
disclosure or information in addition to that described in the preceding
paragraph that is required to be included on Form 10-K (“Additional Form 10-K
Disclosure”) shall be determined and provided to the Trustee by the entity that
is indicated in Exhibit FF as the responsible party for providing that
information, if other than the Trustee.
If
information, data and exhibits to be included in the Form 10-K are not
so timely
delivered, the Trustee shall file an amended Form 10-K including such documents
as exhibits reasonably promptly after they are delivered to the Trustee.
The
Trustee shall have no liability with respect to any failure to properly
prepare
or file such periodic reports resulting from or relating to the Trustee’s
inability or failure to timely obtain any information from any other
party.
Prior
to
(x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice
shall
have been filed, prior to March 1 of each year thereafter, each entity
that is
indicated in Exhibit FF as the responsible party for providing Additional
Form
10-K Disclosure information shall be required to provide to the Trustee
and the
Depositor, to the extent known by a Responsible Officer, the substance
of any
Additional Form 10-K Disclosure information, if applicable. The Trustee
shall
compile the information provided to it, prepare the Form 10-K and forward
the
Form 10-K to the Depositor for verification. The Depositor will approve,
as to
form and substance, or disapprove, as the case may be, the Form 10-K by
no later
than March 25 of the relevant year (or the immediately preceding Business
Day if
March 25 is not a Business Day), an officer of the Depositor shall sign
the Form
10-K and return an electronic or fax copy of such signed Form 10-K (with
an
original executed hard copy to follow by overnight mail) to the
Trustee.
The
Trustee will post electronic copies of all Form 10-D, 8-K and 10-K filings
on
its internet website referred to in Section 4.06 as soon as reasonably
practicable after such filings have been made with the Commission.
(b) Not
later
than 15 calendar days before the date on which the Form 10-K is required
to be
filed in accordance with the Exchange Act and the rules and regulations
of the
Commission (or, if such day is not a Business Day, the immediately preceding
Business Day), the Trustee shall sign a certification in the form attached
hereto as Exhibit X (the “Trustee Certification”) for the benefit of the
Depositor and its officers, directors and affiliates regarding certain
aspects
of items 1 through 3 of the Depositor Certification. In addition, the Trustee
shall, subject to the provisions of Section 8.01 and 8.02 hereof, indemnify
and
hold harmless the Depositor and each Person, if any, who “controls” the
Depositor within the meaning of the Securities Act 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 (i) the failure
of the
Trustee to deliver when required any Assessment of Compliance required
pursuant
to Section 3.17 or (ii) any material misstatement or omission contained
in the
Trustee Certification or the Assessment of Compliance prepared by the Trustee
pursuant to Section 3.17. If the indemnification provided for in this Section
8.12(b) is unavailable or insufficient to hold harmless such Persons, then
the
Trustee shall contribute to the amount paid or payable by such Persons
as a
result of the losses, claims, damages or liabilities of such Persons in
such
proportion as is appropriate to reflect the relative fault of the Depositor
on
the one hand and the Trustee on the other. The Trustee acknowledges that
the
Depositor is relying on the Trustee’s performance of its obligations under this
Section 8.12 in order to perform its obligations under Section 8.12(a)
above.
(c) Not
later
than March 10 of each year during which the Trust Fund is subject to the
Exchange Act reporting requirements, each Servicer and any Special Servicer
will
deliver to the Depositor and the Trustee an Officer’s Certificate for the prior
calendar year in substantially the form of Exhibit Y to this Agreement.
If the
Trustee or the Depositor has not received such Officer’s Certificate by March 10
of such year, such party shall notify the related Servicer by telephone
and
email, or by telephone and fax, of such failure. Each Servicer and any
Special
Servicer agrees to indemnify and hold harmless the Depositor, the Trustee
and
each Person, if any, who “controls” the Depositor or the Trustee within the
meaning of the Securities Act 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, fees and expenses that such Person may sustain arising out of third
party
claims based on (i) the failure of such Servicer or any Special Servicer,
as
applicable, to deliver or cause to be delivered when required any Officer’s
Certificate pursuant to this Section 8.12(c), the Annual Statement of Compliance
pursuant to Section 3.16 or the Assessment of Compliance pursuant to Section
3.17, or (ii) any material misstatement or omission contained in any Officer’s
Certificate provided pursuant to this Section 8.12(c), in the Annual Statement
of Compliance delivered pursuant to Section 3.16 or in the Assessment of
Compliance delivered pursuant to Section 3.17. If an event occurs that
would
otherwise result in an indemnification obligation under clauses (i) or
(ii)
above, but the indemnification provided for in this Section 8.12(c) by
such
Servicer or any Special Servicer, as applicable, is unavailable or insufficient
to hold harmless such Persons, then such Servicer or any Special Servicer,
as
applicable, shall contribute to the amount paid or payable by such Persons
as a
result of the losses, claims, damages or liabilities of such Persons in
such
proportion as is appropriate to reflect the relative fault of the Depositor
or
Trustee on the one hand and such Servicer or any Special Servicer, as
applicable, on the other. Each Servicer and any Special Servicer acknowledges
that the Depositor and the Trustee are relying on such Servicer’s and any
Special Servicer’s performance of its obligations under this Agreement in order
to perform their respective obligations under this Section 8.12.
(d) Upon
any
filing with the Commission, the Trustee shall promptly deliver to the Depositor
a copy of any executed report, statement or information.
(e) If
the
Commission issues additional interpretative guidance or promulgates additional
rules or regulations, or if other changes in applicable law occur, that
would
require the reporting arrangements, or the allocation of responsibilities
with
respect thereto, described in this Section 8.12, to be conducted differently
than as described, the Depositor, Servicers and Trustee will reasonably
cooperate to amend the provisions of this Section 8.12 in order to comply
with
such amended reporting requirements and such amendment of this Section
8.12. Any
such amendment shall be made in accordance with Section 10.01 without the
consent of the Certificateholders, and may result in a change in the reports
filed by the Trustee on behalf of the Trust under the Exchange Act.
Notwithstanding the foregoing, the Depositor, Servicers and Trustee shall
not be
obligated to enter into any amendment pursuant to this Section 8.12 that
adversely affects its obligations and immunities under this
Agreement.
Each
of
the parties acknowledges and agrees that the purpose of Sections 3.16,
3.17 and
8.12 of this Agreement is to facilitate compliance by the Purchaser and
the
Depositor with the provisions of Regulation AB promulgated by the SEC under
the
Exchange 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 Commission 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, or SEC interpretive advice or guidance
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 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.
(f) For
each
Distribution Date, through and including the Distribution Date in December
2006,
the Trustee shall calculate the Significance Percentage and include the
Significance Percentage on the related Monthly Statement. If on any such
Distribution Date, the Significance Percentage is equal to or greater than
9%,
the Trustee shall promptly notify the Depositor and the Counterparty. If,
on any
Distribution Date through and including the Distribution Date in December
2006,
the Significance Percentage is equal to or greater than 10%, the Trustee
shall
promptly notify the Depositor and the Counterparty and the Depositor shall,
within 5 Business Days of such Distribution Date, deliver to the Trustee
the
financial information to the extent required, pursuant to the Swap Agreement,
to
be provided to it by the Counterparty for inclusion in the Form 10-D relating
to
such Distribution Date.
ARTICLE
IX
TERMINATION
SECTION 9.01 |
Termination
upon Liquidation or Purchase of the Mortgage
Loans.
|
Subject
to Section 9.03 and Section 9.04, the rights, obligations and responsibilities
of the Depositor, the Seller, the Servicers, any Special Servicer and the
Trustee created hereunder with respect to the Trust Fund shall terminate
upon
the earliest of:
(a) the
purchase by the Majority Servicer on behalf of the Terminating Entity,
at the
direction of the Terminating Entity, of all Mortgage Loans (and REO Properties)
remaining at the price equal the sum of (A) 100% of the Aggregate Collateral
Balance (other than in respect of REO Property) plus one month’s accrued
interest thereon at the applicable Mortgage Rate, (B) with respect to any
REO
Property, the lesser of (x) the appraised value of any REO Property as
determined by the higher of two independent valuations completed by two
independent companies selected by the Depositor at the expense of the Depositor
and (y) the Stated Principal Balance of each Mortgage Loan related to any
REO
Property, in each case plus accrued and unpaid interest thereon at the
applicable Mortgage Rate and (C) any remaining unreimbursed Advances, Servicing
Advances and Servicing Fees payable to a Servicer (other than a Servicer
that is
the Terminating Entity) and any unreimbursed Advances (made by the Trustee
as a
successor Servicer), Trustee Fees and (D) any Swap Termination Payment
payable
to the Counterparty which remains unpaid or which is due to the exercise
of such
option (the sum of (A), (B), (C) and (D), collectively, the “Par Value”);
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.
In
no
event shall the trusts created hereby continue beyond the earlier of (i)
the
expiration of 21 years from the death of the survivor of the descendants
of
Xxxxxx X. Xxxxxxx, the late Ambassador of the United States to the Court
of St.
James’s, living on the date hereof and (ii) the Latest Possible Maturity Date.
The right to repurchase all Mortgage Loans and REO Properties pursuant
to clause
(a) above shall be conditioned upon the aggregate Stated Principal Balance
of
the Mortgage Loans and the appraised value of the REO Properties at the
time of
any such repurchase, aggregating less than ten percent of the Aggregate
Collateral Balance as of the Cut-off Date.
SECTION 9.02 |
Final
Distribution on the Certificates.
|
If
on any
Determination Date, the Trustee determines that there are no Outstanding
Mortgage Loans and no other funds or assets in the Trust Fund other than
the
funds in the Collection Accounts and Certificate Account, the Trustee shall
promptly send a final distribution notice to each Certificateholder. If
the
Terminating Entity above elects to direct the Majority Servicer to terminate
the
Trust Fund on behalf of the Terminating Entity pursuant to Section 9.01(a),
at
least 20 days prior to the first day of the Optional Termination Notice
Period
such Person shall notify the Servicers and the Trustee of the date the
Majority
Servicer, on behalf of the Terminating Entity, intends to terminate the
Trust
Fund and of the applicable purchase price of the Mortgage Loans and REO
Properties.
Notice
of
any termination of the Trust Fund, specifying the Distribution Date on
which
Certificateholders shall surrender their Certificates for payment of the
final
distribution and cancellation (whether upon Optional Termination or otherwise),
shall be given promptly by the Trustee by letter to Certificateholders
mailed
not earlier than the 15th day and not later than the 10th day preceding
the
applicable Optional Termination Date or date of final distribution, as
the case
may be (such period, the “Optional Termination Notice Period”). 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
shall
give such notice to each Rating Agency and the Servicers at the time such
notice
is given to Certificateholders.
Any
purchase by the Majority Servicer on behalf of the Terminating Entity pursuant
to Section 9.01(a) shall be made on an Optional Termination Date by deposit
of
the applicable purchase price into the Certificate Account before the
Distribution Date on which such purchase is effected. Upon receipt by the
Trustee of an Officer’s Certificate of the Terminating Entity certifying as to
the deposit of such purchase price into the Certificate Account, the Trustee
shall, upon request and at the expense of the Terminating Entity execute
and
deliver all such instruments of transfer or assignment delivered to it
by the
Terminating Entity, in each case without recourse, as shall be reasonably
requested by the Terminating Entity to vest title in the Terminating Entity
in
the Mortgage Loans so purchased and shall transfer or deliver to the Terminating
Entity the purchased Mortgage Loans. Any distributions on the Mortgage
Loans
which have been subject to an Optional Termination received by the Trustee
subsequent to (or with respect to any period subsequent to) the Optional
Termination Date shall be promptly remitted by it to the Terminating
Entity.
The
Terminating Entity shall reimburse the Majority Servicer for its reasonable
out-of-pocket expenses incurred in connection with its termination of the
Trust
Fund on behalf of the Terminating Entity and shall indemnify and hold harmless
the Majority Servicer for any losses, liabilities or expenses resulting
from any
claims relating to the Majority Servicer's termination of the Trust Fund
on
behalf of the Terminating Entity.
Upon
presentation and surrender of the Certificates, the Trustee shall cause
the
final distribution to the Certificateholders of each Class on the final
Distribution Date to be made in accordance with the priorities of Section
4.02.
On the final Distribution Date, the Overcollateralization Amount shall
be
distributed to the Class X-1 Certificates in accordance with Section
4.02(b)(iv)CC. hereof. All amounts described in the definition of “Par Value”
payable to the Trustee shall be paid to the Trustee from the proceeds of
an
optional termination prior to any distributions to
Certificateholders.
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 which 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 A-R Certificateholders shall be
entitled
to all unclaimed funds and other assets of the Trust Fund which remain
subject
hereto and the Trustee shall be discharged from all further liability with
respect to the Certificates and this Agreement.
SECTION 9.03 |
Additional
Termination Requirements.
|
(a) In
the
event that the Terminating Entity exercises its purchase option with respect
to
the Mortgage Loans as provided in Section 9.01(a), at such time as the
Mortgage
Loans are so purchased, the Trust Fund shall be terminated in accordance
with
the following additional requirements, unless the Trustee has been supplied
with
an Opinion of Counsel, at the expense of the Depositor, to the effect that
the
failure to comply with the requirements of this Section 9.03 will not (i)
result
in the imposition of taxes on “prohibited transactions” on any REMIC as defined
in Section 860F of the Code, or (ii) cause REMIC 1, REMIC 2, REMIC 3 and
REMIC 4
to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(1)
|
Within
90 days prior to the final Distribution Date set forth in the
notice given
by the Trustee under Section 9.02, the Depositor shall prepare
and the
Trustee, at the expense of the Depositor, shall adopt a plan
of complete
liquidation within the meaning of Section 860F(a)(4) of the Code
which, as
evidenced by an Opinion of Counsel (which opinion shall not be
an expense
of the Trustee, the Tax Matters Person or the Trust Fund), meets
the
requirements of a qualified
liquidation;
|
(2)
|
Within
90 days after the time of adoption of such a plan of complete
liquidation,
the Trustee shall sell all of the assets of the Trust Fund to
the
Depositor for cash in accordance with Section 9.01;
and
|
(3)
|
On
the date specified for final payment of the Certificates, the
Trustee
shall, after payment of any unreimbursed Advances, Servicing
Advances,
Servicing Fees or other fee compensation payable to each Servicer
pursuant
to this Agreement, make final distributions of principal and
interest on
the Certificates in accordance with Section 4.02 and distribute
or credit,
or cause to be distributed or credited, to the Holders of the
Residual
Certificates all cash on hand after such final payment (other
than the
cash retained to meet claims), and the Trust Fund (and any REMIC)
shall
terminate at that time.
|
(b) The
Trustee as agent for REMIC 1, REMIC 2, REMIC 3 and REMIC 4 hereby agrees
to
adopt and sign such a plan of complete liquidation upon the written request
of
the Depositor, and the receipt of the Opinion of Counsel referred to in
Section
9.03(a)(1) and to take such other action in connection therewith as may
be
reasonably requested by the Depositor.
(c) By
their
acceptance of the Certificates, the Holders thereof hereby authorize the
Depositor to prepare and the Trustee to adopt and sign a plan of complete
liquidation.
SECTION 9.04 |
Determination
of the Terminating Entity.
|
(a) The
Trustee shall determine the “Terminating Entity” as follows:
(i)
the
Holder of the largest Percentage Interest of Class X-1 Certificates, unless
(1)
the Holder of the largest Percentage Interest of Class X-1 Certificates
is the
Depositor or an Affiliate of the Depositor and (2) DLJMC is not the owner
of the
servicing rights with respect to any Mortgage Loan on the Optional Termination
Date;
(ii)
the
Holder of the next largest Percentage Interest of Class X-1 Certificates,
if (1)
the Holder of the largest Percentage Interest of Class X-1 Certificates
is the
Depositor or an Affiliate of the Depositor and (2) DLJMC is not the owner
of the
servicing rights with respect to any Mortgage Loan on the Optional Termination
Date;
(iii)
the
Majority Servicer on the Optional Termination Date, if (1) the Depositor
or an
Affiliate of the Depositor is the Holder of 100% of the Class X-1 Certificates
and (2) DLJMC is not the owner of the servicing rights with respect to
any
Mortgage Loan on the Optional Termination Date; provided, however that
if the
Majority Servicer does not exercise its option to purchase the Mortgage
Loans,
all real property acquired in respect of the Mortgage Loans remaining in
the
Trust, and any remaining trust assets, each other Servicer, in sequential
order
from the Servicer servicing the second largest percentage, the third largest
percentage, and so forth, to the Servicer servicing the smallest percentage,
in
each case by outstanding principal balance of the Mortgage Loans on such
Optional Termination Date, shall be the Terminating Entity; provided, that,
if a
Holder of Class X-1 Certificates is eligible to be the Terminating Entity
on any
Optional Termination Date and does not exercise its right to purchase all
of the
Mortgage Loans from the Trust, the option to purchase the Mortgage Loans
on such
Optional Termination Date shall not be exercised.
(b) If
the
Terminating Entity, as set forth in Section 9.04(a) above, elects to direct
the
Majority Servicer to purchase all Mortgage Loans and all property acquired
in
respect of any remaining Mortgage Loan, on behalf of the Terminating Entity,
such party must give written notice to the Trustee no later than twenty
(20)
days prior to the first day of the Optional Termination Notice Period.
Upon
receiving such notice, the Trustee shall immediately request from DLJMC
and
DLJMC shall deliver no later than seventeen (17) days prior to the first
day of
the Optional Termination Notice Period a letter indicating whether or not
DLJMC
retains the servicing rights to any Mortgage Loan. For the avoidance of
doubt,
the Majority Servicer may not elect to exercise an Optional Termination
other
than at the direction of the Terminating Entity.
(c) No
later
than fifteen (15) days prior to the first day of the Optional Termination
Notice
Period, the Trustee shall provide notice to each Servicer that is a servicer
of
any of the Mortgage Loans of the identity of the Terminating Entity.
ARTICLE
X
MISCELLANEOUS
PROVISIONS
SECTION 10.01 |
Amendment.
|
This
Agreement may be amended from time to time by the Depositor, each Servicer,
the
Seller and the Trustee without the consent of any of the Certificateholders
(i)
to cure any ambiguity or mistake, (ii) to correct any defective provision
herein
or to supplement any provision herein which may be inconsistent with any
other
provision herein, (iii) to add to the duties of the Depositor, the Seller
or any
Servicer, (iv) to add any other provisions with respect to matters or questions
arising hereunder or (v) to modify, alter, amend, add to or rescind any
of the
terms or provisions contained in this Agreement; provided that any action
pursuant to clauses (iv) or (v) above shall not, as evidenced by an Opinion
of
Counsel (which Opinion of Counsel shall not be an expense of the Trustee
or the
Trust Fund, but shall be at the expense of the party proposing such amendment),
adversely affect in any material respect the interests of any Certificateholder;
provided, however, that no such Opinion of Counsel shall be required if
the
Person requesting the amendment obtains a letter from each Rating Agency
stating
that the amendment would not result in the downgrading or withdrawal of
the
respective ratings then assigned to the Certificates; it being understood
and
agreed that any such letter in and of itself will not represent a determination
as to the materiality of any such amendment and will represent a determination
only as to the credit issues affecting any such rating. The Trustee, the
Depositor, the Seller and the Servicers also may at any time and from time
to
time amend this Agreement without the consent of the Certificateholders
to
modify, eliminate or add to any of its provisions to such extent as shall
be
necessary or helpful to (i) maintain the qualification of REMIC 1, REMIC
2,
REMIC 3 and REMIC 4 as a REMIC under the Code, (ii) avoid or minimize the
risk
of the imposition of any tax on the Trust Fund pursuant to the Code that
would
be a claim at any time prior to the final redemption of the Certificates
or
(iii) comply with any other requirements of the Code, provided that the
Trustee
has been provided an Opinion of Counsel, 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
helpful to, as applicable, (i) maintain such qualification, (ii) avoid
or
minimize the risk of the imposition of such a tax or (iii) comply with
any such
requirements of the Code.
This
Agreement may also be amended from time to time by the Depositor, the Servicers,
the Seller and the Trustee with the consent of the Holders of a Majority
in
Interest of each Class of Certificates affected thereby for the purpose
of
adding any provisions to or changing in any manner or eliminating any of
the
provisions of this Agreement or of modifying in any manner the rights of
the
Holders of Certificates; provided, however, that no such amendment 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) adversely affect in any material respect the interests
of the
Holders of any Class of Certificates in a manner other than as described
in
clause (i), without the consent of the Holders of Certificates of such
Class
evidencing, as to such Class, Percentage Interests aggregating 66%, or
(iii)
reduce the aforesaid percentages of Certificates the Holders of which are
required to consent to any such amendment, without the consent of the Holders
of
all such Certificates 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, which opinion shall not be an expense of the Trustee or the Trust
Fund,
but shall be at the expense of the party preparing such amendment, to the
effect
that such amendment will not cause the imposition of any federal tax on
the
Trust Fund or the Certificateholders or cause REMIC 1, REMIC 2, REMIC 3
and
REMIC 4 to fail to qualify as a REMIC at any time that any Certificates
are
outstanding.
Notwithstanding
any of the other provisions of this Section 10.01, none of the Depositor,
the
Servicers, the Seller or the Trustee shall enter into any amendment to
this
Agreement or any other amendment that would have a material adverse effect
on
the Counterparty without the prior written consent of the
Counterparty.
Promptly
after the execution of any amendment to this Agreement, the Trustee shall
furnish written notification of the substance or a copy of such amendment
to
each Certificateholder if the consent of Certificateholders was required
and
each Rating Agency.
It
shall
not be necessary for the consent of Certificateholders under this Section
10.01
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.
Nothing
in this Agreement shall require the Trustee to enter into an amendment
without
receiving an Opinion of Counsel (which Opinion shall not be an expense
of the
Trustee or the Trust Fund), 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 have been complied with; and (ii) either (A)
the
amendment does not adversely affect in any material respect the interests
of any
Certificateholder or (B) the conclusion set forth in the immediately preceding
clause (A) is not required to be reached pursuant to this Section
10.01.
SECTION 10.02 |
Recordation
of Agreement; Counterparts.
|
This
Agreement is subject to recordation in all appropriate public offices for
real
property records in all the counties or other comparable jurisdictions
in which
any or all of the properties subject to the Mortgages are situated, and
in any
other appropriate public recording office or elsewhere, such recordation
to be
effected by the Depositor at its expense, but only upon direction by the
Trustee
accompanied by an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of the
Certificateholders.
For
the
purpose of facilitating the recordation of this Agreement as herein provided
and
for other purposes, this Agreement may be executed simultaneously in any
number
of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same
instrument.
SECTION 10.03 |
Governing
Law.
|
THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES
HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH
LAWS.
SECTION 10.04 |
[Reserved].
|
SECTION 10.05 |
Notices.
|
(a) The
Trustee shall use its best efforts to promptly provide notice to each Rating
Agency with respect to each of the following of which a Responsible Officer
of
the Trustee has actual knowledge and
to
the Counterparty with respect to clauses (i), (iii) (as it relates to the
Trustee only) and (v) of which a Responsible Officer of the Trustee has
actual
knowledge:
(i) Any
material change or amendment to this Agreement;
(ii) The
occurrence of any Event of Default that has not been cured;
(iii) The
resignation or termination of any Servicer or the Trustee and the appointment
of
any successor;
(iv) The
repurchase or substitution of Mortgage Loans pursuant to Sections 2.02
and 2.03;
and
(v) The
final
payment to Certificateholders.
(b) In
addition, the Trustee shall promptly furnish to each Rating Agency copies
of the
following to the extent such items are in its possession:
(i) Each
report to Certificateholders described in Section 4.06 and 3.19;
(ii) Each
annual statement as to compliance described in Section 3.16;
(iii) Each
annual independent public accountants’ servicing report described in Section
3.17; and
(iv) Any
notice of a purchase of a Mortgage Loan pursuant to Section 2.02, 2.03
or
3.11.
All
directions, demands and notices hereunder shall be in writing and shall
be
deemed to have been duly given when delivered to (a) in the case of the
Depositor and the Seller, Eleven Madison Avenue, 4th Floor, New York,
New York
10010, Attention: Xxxxx Xxxx (with a copy to Credit Suisse First Boston
Mortgage
Securities Corp., Eleven Madison Avenue, 4th Floor, New York, New York
10010,
Attention: Office of the General Counsel), (b) in the case of the Trustee,
the
Corporate Trust Office or such other address as the Trustee may hereafter
furnish to the Depositor and the Servicers, (c) in the case of SPS, Select
Portfolio Servicing, Inc, 0000 Xxxxx Xxxx Xxxxxx, Xxxx Xxxx Xxxx, Xxxx,
Attention: General Counsel, or such other address as may be hereafter
furnished
in writing to the Depositor and the Trustee by SPS, (d) in the case of
Ocwen,
Ocwen Federal Bank FSB, 0000 Xxxx Xxxxx Xxxxx Xxxx., Xxxx Xxxx Xxxxx,
XX 00000,
Attention: Secretary or such other address as may be hereafter furnished
in
writing to the Depositor and the Trustee by the Servicer, (e) in the
case of
each of the Rating Agencies, the address specified therefor in the definition
corresponding to the name of such Rating Agency, and (f) in the case
of the
Counterparty: One Xxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxxx, Attention: Head
of
Credit Risk Management. Notices to Certificateholders shall be deemed
given when
mailed, first class postage prepaid, to their respective addresses appearing
in
the Certificate Register.
SECTION 10.06 |
Severability
of Provisions.
|
If
any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall
in no way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Holders thereof.
SECTION 10.07 |
Assignment.
|
Notwithstanding
anything to the contrary contained herein, except as provided in Sections
6.02
and 6.04, this Agreement may not be assigned by any Servicer without the
prior
written consent of the Trustee and Depositor; provided, however, that neither
the Depositor nor the Trustee shall consent to any such assignment unless
each
Rating Agency has confirmed in writing that such assignment will not cause
a
reduction or withdrawal of the ratings then assigned by it to any Class
of
Certificates.
SECTION 10.08 |
Limitation
on Rights of Certificateholders.
|
The
death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the trust created hereby, 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
created hereby, 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 herein provided, and unless
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 10.08, each and every Certificateholder
and the
Trustee shall be entitled to such relief as can be given either at law
or in
equity.
SECTION 10.09 |
Certificates
Nonassessable and Fully Paid.
|
It
is the
intention of the Depositor that Certificateholders shall not be personally
liable for obligations of the Trust Fund, that the interests in the Trust
Fund
represented by the Certificates shall be nonassessable for any reason
whatsoever, and that the Certificates, upon due authentication thereof
by the
Trustee pursuant to this Agreement, are and shall be deemed fully
paid.
SECTION 10.10 |
Non-Solicitation
|
From
and
after the date of this Agreement, each of the Depositor, the Seller, the
Servicers, any Special Servicer and the Trustee agrees that it will not
take any
action or permit or cause any action to be taken by any of its agents or
affiliates, or by any independent contractors on any such party’s behalf, to
personally, by telephone, by mail, or electronically by e-mail or through
the
internet or otherwise, solicit the borrower or obligor under any Mortgage
Loan
to refinance the Mortgage Loan, in whole or in part. Notwithstanding the
foregoing, it is understood and agreed that promotions undertaken by the
Depositor, the Seller, any Servicer or the Trustee or any affiliate of
any such
party that originates mortgage loans in the normal course, which are directed
to
the general public at large, or segments thereof, including, without limitation,
mass mailings based on commercially acquired mailing lists or newspaper,
internet, company website, radio and television advertisements shall not
constitute solicitation under this Section 10.10, provided, that no segment
of
the general public shall consist primarily of the borrowers or obligors
under
the Mortgage Loans. None of the Depositor, the Seller, a Servicer or the
Trustee
shall permit the sale of the name of any Mortgagor or any list of names
that
consist primarily of the Mortgages to any Person.
SECTION 10.11 |
Third
Party Beneficiary
|
The
Counterparty is an express third-party beneficiary of this Agreement, and
shall
have the right to enforce the provisions of this Agreement.
IN
WITNESS WHEREOF, the Depositor, the Trustee, the Seller and the Servicers
have
caused their names to be signed hereto by their respective officers thereunto
duly authorized as of the day and year first above written.
CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,
as
Depositor
|
|
By:
|
/s/ Xxxxx Xxxxxx |
Name:
|
Xxxxx Xxxxxx |
Title:
|
Vice President |
U.S.
BANK NATIONAL ASSOCIATION,
as
Trustee
|
|
By:
|
/s/ Xxxxx Xxxxxx |
Name:
|
Xxxxx Xxxxxx |
Title:
|
Assistant Vice President |
DLJ
MORTGAGE CAPITAL, INC.,
as
Seller
|
|
By:
|
/s/ Xxx Xxx |
Name:
|
Xxx Xxx |
Title:
|
Vice President |
SELECT
PORTFOLIO SERVICING, INC.
as
a Servicer
|
|
By:
|
/s/ Xxxxxxx X. X'Xxxxx |
Name:
|
Xxxxxxx X. X'Xxxxx |
Title:
|
EVP of Operations |
OCWEN
LOAN SERVICING, LLC
as
a Servicer
|
|
By:
|
/s/ Xxxxxxx Xxxxxxx |
Name:
|
Xxxxxxx Xxxxxxx |
Title:
|
Authorized Representative |
[Notary
pages to be attached]
EXHIBIT
A
[FORM
OF
CLASS A CERTIFICATE]
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
Certificate
No. [____]
|
[Adjustable
Pass-Through Rate] [Pass-Through Rate: [____]%]
|
Cut-off
Date:
August
1, 2006
|
Initial
Certificate Balance of this Certificate (“Denomination”):
$[_________________]
|
First
Distribution Date:
September
25, 2006
|
Initial
Certificate Balances of all Certificates of this Class:
$[_________________]
|
Maturity
Date:
November
25, 2036
|
CUSIP:
[_________________]
|
CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Home
Equity Mortgage Trust 2006-4
Class
[_______]
evidencing
a percentage interest in the distributions allocable to the Certificates of
the
above-referenced Class with respect to a Trust Fund consisting primarily of
a
pool of conventional mortgage loans (the “Mortgage Loans”) secured by
fixed
rate, second lien
residential mortgage loans.
CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Balance at any time may be less than the
Certificate Balance as set forth herein. This Certificate is payable solely
from
the assets of the Trust and does not evidence an obligation of, or an interest
in, and is not guaranteed by the Depositor, the Seller, the Servicers or the
Trustee referred to below or any of their respective affiliates. This
Certificate and the Mortgage Loans are not guaranteed or insured by any
governmental agency or instrumentality.
This
certifies that [ ] is the registered owner of the Percentage Interest evidenced
by this Certificate (obtained by dividing the denomination of this Certificate
by the aggregate of the denominations of all Certificates of the Class to which
this Certificate belongs) in certain monthly distributions with respect to
a
Trust Fund consisting primarily of the Mortgage Loans deposited by Credit Suisse
First Boston Mortgage Securities Corp. (the “Depositor”). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the “Agreement”) among the Depositor, DLJ Mortgage
Capital, Inc. as seller (“DLJMC”), Select Portfolio Servicing, Inc. as a
servicer, (“SPS”), Ocwen Loan Servicing, LLC as a servicer (“Ocwen” and together
with SPS, the “Servicers”) and U.S. Bank National Association as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned to such terms in the Agreement. This Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(b) of the Agreement.
Reference
is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized signatory of
the
Trustee.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
August 30, 2006
|
U.S.
BANK NATIONAL ASSOCIATION,
|
as
Trustee
|
|
By:
_________________________________
|
Countersigned:
By:
_______________________________________
Authorized
Signatory of
U.S.
BANK
NATIONAL ASSOCIATION,
as
Trustee
EXHIBIT
B
[FORM
OF
SUBORDINATE CERTIFICATE]
[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.]
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
[THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(“THE ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.]
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
[THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.]
Certificate
No. [____]
|
[Adjustable
Pass-Through Rate]
|
Cut-off
Date:
August
1, 2006
|
Initial
Certificate Balance of this Certificate (“Denomination”):
$[_________________]
|
First
Distribution Date:
September
25, 2006
|
Initial
Certificate Balances of all Certificates of this Class:
$[_________________]
|
Maturity
Date:
November
25, 2036
|
CUSIP:
[_________________]
|
CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Home
Equity Mortgage Trust 2006-4
Class
[_______]
evidencing
a percentage interest in the distributions allocable to the Certificates of
the
above-referenced Class with respect to a Trust Fund consisting primarily of
a
pool of conventional mortgage loans (the “Mortgage Loans”) secured by fixed
rate, second lien residential mortgage loans.
Credit
Suisse First Boston Mortgage Securities Corp., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Balance at any time may be less than the
Certificate Balance as set forth herein. This Certificate is payable solely
from
the assets of the Trust and does not evidence an obligation of, or an interest
in, and is not guaranteed by the Depositor, the Seller, the Servicers or the
Trustee referred to below or any of their respective affiliates. This
Certificate and the Mortgage Loans are not guaranteed or insured by any
governmental agency or instrumentality.
This
certifies that [ ] is the registered owner of the Percentage Interest evidenced
by this Certificate (obtained by dividing the denomination of this Certificate
by the aggregate of the denominations of all Certificates of the Class to which
this Certificate belongs) in certain monthly distributions with respect to
a
Trust Fund consisting primarily of the Mortgage Loans deposited by Credit Suisse
First Boston Mortgage Securities Corp. (the “Depositor”). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the “Agreement”) among the Depositor, DLJ Mortgage
Capital, Inc. as seller (“DLJMC”), Select Portfolio Servicing, Inc. as a
servicer, (“SPS”), Ocwen Loan Servicing, LLC as a servicer (“Ocwen” and together
with SPS, the “Servicers”) and U.S. Bank National Association as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned to such terms in the Agreement. This Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
[This
Certificate has not been registered under the Securities Act of 1933, as amended
(“the Act”). Any resale or transfer of this Certificate without registration
thereof under the Act may only be made in a transaction exempted from the
registration requirements of the Act and in accordance with the provisions
of
the Agreement referred to herein.]
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(b) of the Agreement.
Reference
is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized signatory of
the
Trustee.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
August 30, 2006
|
U.S.
BANK NATIONAL ASSOCIATION,
|
as
Trustee
|
|
By:
__________________________________
|
Countersigned:
By
________________________________________
Authorized
Signatory of
U.S.
BANK
NATIONAL ASSOCIATION,
as
Trustee
EXHIBIT
C
[FORM
OF
RESIDUAL CERTIFICATE]
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE (EACH A “PLAN”) SHALL BE MADE
EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Certificate
No. [____]
|
Variable
Pass-Through Rate
|
Cut-off
Date:
August
1, 2006
|
Initial
Certificate Balance of this Certificate (“Denomination”):
$[_________________]
|
First
Distribution Date:
September
25, 2006
|
Initial
Certificate Balances of all Certificates of this Class:
$[_________________]
|
Maturity
Date:
November
25, 2036
|
CUSIP:
[_________________]
|
CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Home
Equity Mortgage Trust 2006-4
Class
[_______]
evidencing
the distributions allocable to the Class A-R Certificates with respect to a
Trust Fund consisting primarily of a pool of conventional mortgage loans (the
“Mortgage Loans”) secured by fixed rate, second lien residential mortgage
loans.
Credit
Suisse First Boston Mortgage Securities Corp., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Balance at any time may be less than the
Certificate Balance as set forth herein. This Certificate is payable solely
from
the assets of the Trust and does not evidence an obligation of, or an interest
in, and is not guaranteed by the Depositor, the Seller, the Servicers or the
Trustee referred to below or any of their respective affiliates. This
Certificate and the Mortgage Loans are not guaranteed or insured by any
governmental agency or instrumentality.
This
certifies that [ ] is the registered owner of the Percentage Interest evidenced
by this Certificate (obtained by dividing the denomination of this Certificate
by the aggregate of the denominations of all Certificates of the Class to which
this Certificate belongs) in certain monthly distributions with respect to
a
Trust Fund consisting primarily of the Mortgage Loans deposited by Credit Suisse
First Boston Mortgage Securities Corp. (the “Depositor”). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the “Agreement”) among the Depositor, DLJ Mortgage
Capital, Inc. as seller (“DLJMC”), Select Portfolio Servicing, Inc. as a
servicer, (“SPS”), Ocwen Loan Servicing, LLC as a servicer (“Ocwen” and together
with SPS, the “Servicers”) and U.S. Bank National Association as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned to such terms in the Agreement. This Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Any
distribution of the proceeds of any remaining assets of the Trust Fund will
be
made only upon presentment and surrender of this Class A-R Certificate at the
Corporate Trust Office or the office or agency maintained by the Trustee in
St.
Xxxx, Minnesota.
No
transfer of this Certificate to a Plan, any Person acting, directly or
indirectly, on behalf of any such Plan or any person using Plan Assets of a
Plan
to acquire this Certificate shall be made except in accordance with Section
5.02(b) of the Agreement.
Each
Holder of this Class A-R Certificate will be deemed to have agreed to be bound
by the restrictions of the Agreement, including but not limited to the
restrictions that (i) each person holding or acquiring any Ownership Interest
in
this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership
Interest in this Class A-R Certificate may be transferred without delivery
to
the Trustee of (a) a transfer affidavit of the proposed transferee and (b)
a
transfer certificate of the transferor, each of such documents to be in the
form
described in the Agreement, (iii) each person holding or acquiring any Ownership
Interest in this Class A-R Certificate must agree to require a transfer
affidavit and to deliver a transfer certificate to the Trustee as required
pursuant to the Agreement, (iv) each person holding or acquiring an Ownership
Interest in this Class A-R Certificate must agree not to transfer an Ownership
Interest in this Class A-R Certificate if it has actual knowledge that the
proposed transferee is not a Permitted Transferee and (v) any attempted or
purported transfer of any Ownership Interest in this Class A-R Certificate
in
violation of such restrictions will be absolutely null and void and will vest
no
rights in the purported transferee.
Reference
is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized signatory of
the
Trustee.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
August 30, 2006
|
U.S.
BANK NATIONAL ASSOCIATION,
|
as
Trustee
|
|
By:
__________________________________
|
Countersigned:
By
_______________________________________
Authorized
Signatory of
U.S.
BANK
NATIONAL ASSOCIATION,
as
Trustee
EXHIBIT
D
[FORM
OF
NOTIONAL AMOUNT CERTIFICATE]
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE” ).
[THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.]
THIS
CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY DISTRIBUTIONS
IN
RESPECT OF PRINCIPAL.
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(“THE ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE (EACH A “PLAN”) SHALL BE MADE
EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Certificate
No. [____]
|
Variable
Interest Rate
|
Cut-off
Date:
August
1, 2006
|
Initial
Notional Amount of this Certificate (“Denomination”):
$[_________________]
|
First
Distribution Date:
September
25, 2006
|
Initial
Notional Amount of all Certificates of this Class:
$[_________________]
|
Maturity
Date:
November
25, 2036
|
CUSIP:
[_________________]
|
CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Home
Equity Mortgage Trust Series 2006-4
Class
[________]
evidencing
a percentage interest in the distributions allocable to the Certificates of
the
above-referenced Class with respect to a Trust Fund consisting primarily of
a
pool of conventional mortgage loans (the “Mortgage Loans”) secured by fixed
rate, second lien residential mortgage loans.
Credit
Suisse First Boston Mortgage Securities Corp., as Depositor
This
Certificate is payable solely from the assets of the Trust and does not evidence
an obligation of, or an interest in, and is not guaranteed by the Depositor,
the
Seller, the Servicers or the Trustee referred to below or any of their
respective affiliates. This Certificate and the Mortgage Loans are not
guaranteed or insured by any governmental agency or
instrumentality.
This
certifies that [ ] is the registered owner of the Percentage Interest evidenced
by this Certificate (obtained by dividing the denomination of this Certificate
by the aggregate of the denominations of all Certificates of the Class to which
this Certificate belongs) in certain monthly distributions with respect to
a
Trust Fund consisting primarily of the Mortgage Loans deposited by Credit Suisse
First Boston Mortgage Securities Corp. (the “Depositor”). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the “Agreement”) among the Depositor, DLJ Mortgage
Capital, Inc. as seller (“DLJMC”), Select Portfolio Servicing, Inc. as a
servicer, (“SPS”), Ocwen Loan Servicing, LLC as a servicer (“Ocwen” and together
with SPS, the “Servicers”) and U.S. Bank National Association as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned to such terms in the Agreement. This Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be in reliance
upon an exemption from the Act and such laws, in order to assure compliance
with
the Act and such laws, the Certificateholder desiring to effect such transfer
and such Certificateholder’s prospective transferee shall each certify to the
Trustee and the Depositor in writing the facts surrounding the transfer. In
the
event that such a transfer is not to be made pursuant to Rule 144A of the Act,
there shall be delivered to the Trustee and the Depositor an Opinion of Counsel
that such transfer may be made pursuant to an exemption from the Act, which
Opinion of Counsel shall not be obtained at the expense of the Trustee, the
Servicers or the Depositor; or there shall be delivered to the Trustee and
the
Depositor a transferor certificate by the transferor and an investment letter
shall be executed by the transferee. The Holder hereof desiring to effect such
transfer shall, and does herby agree to, indemnify the Trustee and the Depositor
against any liability that may result if the transfer is not so exempt or is
not
made in accordance with such federal and state laws.
No
transfer of this Certificate to a Plan, any Person acting, directly or
indirectly, on behalf of any such Plan or any person using Plan Assets of a
Plan
to acquire this Certificate shall be made except in accordance with Section
5.02(b) of the Agreement.
Reference
is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized signatory of
the
Trustee.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
August 30, 2006
|
U.S.
BANK NATIONAL ASSOCIATION,
|
as
Trustee
|
|
By:
__________________________________
|
Countersigned:
By
_______________________________________
Authorized
Signatory of
U.S.
BANK
NATIONAL ASSOCIATION,
as
Trustee
EXHIBIT
E
[FORM
OF
CLASS P CERTIFICATE]
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE (EACH A “ PLAN”) SHALL BE MADE
EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Certificate
No. [____]
|
Variable
Pass-Through Rate
|
Cut-off
Date:
August
1, 2006
|
Initial
Certificate Balance of this Certificate (“Denomination”):
$[_________________]
|
First
Distribution Date:
September
25, 2006
|
Initial
Certificate Balances of all Certificates of this Class:
$[_________________]
|
Maturity
Date:
November
25, 2036
|
CUSIP:
[_________________]
|
CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Home
Equity Mortgage Trust 2006-4
Class
[_______]
evidencing
a percentage interest in the distributions allocable to the Certificates of
the
above-referenced Class with respect to a Trust Fund consisting primarily of
a
pool of conventional mortgage loans (the “Mortgage Loans”) secured by fixed
rate, second lien residential mortgage loans.
Credit
Suisse First Boston Mortgage Securities Corp., as Depositor
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Balance of this Certificate at any time may be
less
than the Initial Certificate Balance set forth on the face hereof, as described
herein. This Class P Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicers or the
Trustee referred to below or any of their respective affiliates.
This
certifies that [ ] is the registered owner of the Percentage Interest evidenced
by this Certificate (obtained by dividing the denomination of this Certificate
by the aggregate of the denominations of all Certificates of the Class to which
this Certificate belongs) in certain monthly distributions with respect to
a
Trust Fund consisting primarily of the Mortgage Loans deposited by Credit Suisse
First Boston Mortgage Securities Corp. (the “Depositor”). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
Date specified above (the “Agreement”) among the Depositor, DLJ Mortgage
Capital, Inc. as seller (“DLJMC”), Select Portfolio Servicing, Inc. as a
servicer, (“SPS”), Ocwen Loan Servicing, LLC as a servicer (“Ocwen” and together
with SPS, the “Servicers”) and U.S. Bank National Association as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned to such terms in the Agreement. This Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder's prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding the
transfer. In the event that such a transfer is not to be made pursuant to Rule
144A of the Act, there shall be delivered to the Trustee and the Depositor
of an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from
the Act, which Opinion of Counsel shall not be obtained at the expense of the
Trustee, the Seller, the Servicers or the Depositor; or there shall be delivered
to the Trustee and the Depositor a transferor certificate by the transferor
and
an investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan, any Person acting, directly or
indirectly, on behalf of any such Plan or any person using Plan Assets of a
Plan
to acquire this Certificate shall be made except in accordance with Section
5.02(b) of the Agreement.
Reference
is hereby made to the further provisions of this Class P Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class P Certificate shall not be entitled to any benefit under the Agreement
or
be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
August 30, 2006
|
U.S.
BANK NATIONAL ASSOCIATION,
|
as
Trustee
|
|
By:
__________________________________
|
Countersigned:
By
________________________________________
Authorized
Signatory of
U.S.
BANK
NATIONAL ASSOCIATION,
as
Trustee
EXHIBIT
F
[FORM
OF
REVERSE OF CERTIFICATES]
CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Home
Equity Mortgage Trust 2006-4
Home
Equity Mortgage Pass-Through Certificates, Series 2006-4
Class
[_______]
This
Certificate is one of a duly authorized issue of Certificates designated as
Credit Suisse First Boston Mortgage Securities Corp., Mortgage Pass-Through
Certificates, of the Series specified on the face hereof (herein collectively
called the “Certificates”), and representing a beneficial ownership interest in
the Trust Fund created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Certificate Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, the Business Day
immediately following (the “Distribution Date”), commencing on the first
Distribution Date specified on the face hereof, to the Person in whose name
this
Certificate is registered at the close of business on the applicable Record
Date
in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to Holders of Certificates
of the Class to which this Certificate belongs on such Distribution Date
pursuant to the Agreement. [The Record Date applicable to each Distribution
Date
is the last Business Day of the month next preceding the month of such
Distribution Date.][The Record Date applicable to each Distribution Date is
the
Business Day immediately preceding the related Distribution Date; provided
that
if this Certificate is not a Book-Entry Certificate, then the Record Date
applicable to each Distribution Date is the last Business Day of the month
next
preceding such Distribution Date.]
Distributions
on this Certificate shall be made by wire transfer of immediately available
funds to the account of the Holder hereof at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have so
notified the Trustee in writing at least five Business Days prior to the related
Record Date and such Certificateholder shall satisfy the conditions to receive
such form of payment set forth in the Agreement, or, if not, by check mailed
by
first class mail to the address of such Certificateholder appearing in the
Certificate Register. The final distribution on each Certificate will be made
in
like manner, but only upon presentment and surrender of such Certificate at
the
Corporate Trust Office or such other location specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicers, the Seller and the Trustee with the consent of the
Holders of Certificates affected by such amendment evidencing the requisite
Percentage Interest, as provided in the Agreement. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Trustee upon surrender of this Certificate for registration of transfer
at
the Corporate Trust Office or the office or agency maintained by the Trustee
in
St. Xxxx, Minnesota, accompanied by a written instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
Fund will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Servicers, the Seller and the Trustee and any agent of the
Depositor or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and the Seller, the Depositor,
the Trustee, or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date on which the sum of the aggregate Stated Principal Balance
of
the Mortgage Loans and the appraised value of the REO Properties at the time
of
purchase is less than 10% of the Aggregate Collateral Balance as of the Cut-off
Date, the Terminating Entity may, but is not required to, direct the Majority
Servicer to purchase, in whole, on behalf of the Terminating Entity, from the
Trust Fund all remaining Mortgage Loans and REO Properties at a purchase price
determined as provided in the Agreement. In the event that no such optional
termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon the later of the maturity or other liquidation
(or
any advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund and the distribution to Certificateholders of all amounts required
to
be distributed pursuant to the Agreement. In no event, however, will the trust
created by the Agreement continue beyond the expiration of 21 years from the
death of the last survivor of the descendants living at the date of the
Agreement of a certain person named in the Agreement.
Any
term
used herein that is defined in the Agreement shall have the meaning assigned
in
the Agreement, and nothing herein shall be deemed inconsistent with that
meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust Fund.
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:
|
|
Signature
by or on behalf of assignor
|
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
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
G
FORM
OF
INITIAL CERTIFICATION OF CUSTODIAN
August
30, 2006
______________________________
Cut-off
Date Principal Balance:
$_____________________________
U.S.
Bank
National Association
as
Trustee for the
Home
Equity Mortgage Pass-Through Certificates, Series 2006-4
00
Xxxxxxxxxx Xxxxxx.
Xx.
Xxxx,
XX 00000-0000
Attention:
Corporate Trust - Structured Finance Ref: HEMT 2006-4
Re:
|
Custodial
Agreement, dated as of August 1, 2006, between U.S. Bank National
Association as Trustee and LaSalle Bank National Association, as
Custodian, Credit Suisse First Boston Mortgage Securities Corp.,
Home
Equity Mortgage Trust 2006-4, Home Equity Mortgage Pass-Through
Certificates, Series 2006-4
|
Ladies
and Gentlemen:
In
accordance with the provisions of Section 4 of the above-referenced Custodial
Agreement, dated as of August 1, 2006, among Credit Suisse First Boston Mortgage
Securities Corp. as depositor, DLJ Mortgage Capital, Inc. as seller, Select
Portfolio Servicing, Inc. as a servicer, Ocwen Loan Servicing, LLC as a servicer
and U.S. Bank National Association as trustee, the undersigned, as the
Custodian, hereby certifies as to each Mortgage Loan identified on the Mortgage
Loan Schedule attached hereto as Exhibit A that (i) it has received: the
original Mortgage Note and Assignment of Mortgage with respect to each Mortgage
Loan identified on the Mortgage Loan Schedule attached hereto as Exhibit A
and
(ii) such Mortgage Note has been reviewed by it and appears regular on its
face
and relates.
The
Custodian makes no representations as to: (i) the validity, legality,
enforceability, sufficiency, due authorization or genuineness of any of the
documents contained in each Custodial File or of any of the Mortgage Loans
or
(ii) the collectability, insurability, effectiveness or suitability of any
such
Mortgage Loan.
The
Custodian hereby confirms that it is holding each such Mortgage Note and
Assignment of Mortgage as agent and bailee of, and custodian for the exclusive
use and benefit, and subject to the sole direction, of the Trustee pursuant
to
the terms and conditions of the Custodial Agreement.
This
Trust Receipt and Initial Certification is not divisible or
negotiable.
The
Custodian will accept and act on instructions with respect to the Mortgage
Loans
subject hereto upon surrender of this Trust Receipt and Initial Certification
at
its office at [LaSalle Bank National Association, 0000 Xxxxx Xxxx, Xxxxx 000,
Xxx Xxxxx, Xxxxxxxx, 60007][Xxxxx Fargo Bank, N.A., 0000 Xxxxxxxxxx Xxxxxxxxx,
Xxxxx 000, Xxxxxx, Xxxxx 00000].
Capitalized
terms used herein shall have the meaning ascribed to them in the Custodial
Agreement.
LASALLE
BANK NATIONAL ASSOCIATION
as
Custodian
|
|
By:
|
|
Name:
|
|
Title:
|
EXHIBIT
H
FORM
OF
FINAL CERTIFICATION OF CUSTODIAN
Trust
Receipt #_________
Cut-off
Date Principal Balance
$_____________
[To
be
addressed to the Trustee of record]
________________________________
________________________________
Re:
|
Custodial
Agreement, dated as of August 1, 2006, between U.S. Bank National
Association as Trustee and LaSalle Bank National Association, as
Custodian , Credit Suisse First Boston Mortgage Securities Corp.,
Home Equity Mortgage Trust 2006-4, Home Equity Mortgage Pass-Through
Certificates, Series 2006-4
|
Ladies
and Gentlemen:
In
accordance with the provisions of Section 6 of the above-referenced Custodial
Agreement, the undersigned, as the Custodian, hereby certifies that as to each
Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage
Loan
paid in full or any Mortgage Loan listed on the attachment hereto) it has
reviewed the Custodial Files and has determined that (i) all documents required
to be delivered to it pursuant to Sections 2(i)-(ix) of the Custodial Agreement
are in its possession; (ii) such documents have been reviewed by it and appear
regular on their face and related to such Mortgage Loan; (iii) all Assignments
of Mortgage or intervening assignments of mortgage, as applicable, have been
submitted for recording in the jurisdictions in which recording is necessary;
and (iv) each Mortgage Note has been endorsed as provided in Section 2(ii)
of
the Custodial Agreement and each Mortgage has been assigned in accordance with
Section 2(iii) of the Custodial Agreement. The Custodian makes no
representations as to: (i) validity, legality, enforceability, sufficiency,
due
authorization or genuineness of any of the documents contained in each Custodial
File or of any of the Mortgage Loans, or (ii) the collectability, insurability,
effectiveness or suitability of any such Mortgage Loan.
The
Custodian hereby confirms that it is holding each such Custodial File as agent
and bailee of, and custodian for the exclusion use and benefit, and subject
to
the sole direction, of Trustee pursuant to the terms and conditions of the
Custodial Agreement.
This
Trust Receipt and Final Certification is not divisible or
negotiable.
The
Custodian will accept and act on instructions with respect to the Mortgage
Loans
subject hereto upon surrender of this Trust Receipt and Final Certification
at
its office [LaSalle Bank National Association, 0000 Xxxxx Xxxx, Xxxxx 000,
Xxx
Xxxxx, Xxxxxxxx, 60007][Xxxxx Fargo Bank, N.A., 0000 Xxxxxxxxxx Xxxxxxxxx,
Xxxxx
000, Xxxxxx, Xxxxx 00000].
Capitalized
terms used herein shall have the meaning ascribed to them in the Custodial
Agreement.
LASALLE
BANK NATIONAL ASSOCIATION
as
Custodian
|
|
By:
|
|
Name:
|
|
Title:
|
EXHIBIT
I
TRANSFER
AFFIDAVIT
CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Home
Equity Mortgage Trust 2006-4
Home
Equity Mortgage Pass-Through Certificates, Series 2006-4
Class
[_______]
STATE
OF_____________
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF___________
|
)
|
The
undersigned, being first duly sworn, deposes and says as follows:
1. The
undersigned is an officer of _______________, the proposed Transferee of an
Ownership Interest in a Class A-R Certificate (the “Certificate”) issued
pursuant to the Pooling and Servicing Agreement, (the “Agreement”), relating to
the above-referenced Series, among Credit Suisse First Boston Mortgage
Securities Corp. as depositor, DLJ Mortgage Capital, Inc. as seller (“DLJMC”),
Select Portfolio Servicing, Inc. as a servicer (“SPS”), Ocwen Loan Servicing,
LLC as a servicer (“Ocwen”) and U.S. Bank National Association as trustee (the
“Trustee”). Capitalized terms used, but not defined herein or in Exhibit 1
hereto, shall have the meanings ascribed to such terms in the Agreement. The
Transferee has authorized the undersigned to make this affidavit on behalf
of
the Transferee.
2. The
Transferee is, as of the date hereof, and will be, as of the date of the
Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
Interest in the Certificate either (i) for its own account or (ii) as nominee,
trustee or agent for another Person and has attached hereto an affidavit from
such Person in substantially the same form as this affidavit. The Transferee
has
no knowledge that any such affidavit is false.
3. The
Transferee has been advised of, and understands that (i) a tax will be imposed
on Transfers of the Certificate to Persons that are not Permitted Transferees;
(ii) such tax will be imposed on the transferor, or, if such Transfer is through
an agent (which includes a broker, nominee or middleman) for a Person that
is
not a Permitted Transferee, on the agent; and (iii) the Person otherwise liable
for the tax shall be relieved of liability for the tax if the subsequent
Transferee furnished to such Person an affidavit that such subsequent Transferee
is a Permitted Transferee and, at the time of Transfer, such Person does not
have actual knowledge that the affidavit is false.
4. The
Transferee has been advised of, and understands that a tax will be imposed
on a
“pass-through entity” holding the Certificate if at any time during the taxable
year of the pass-through entity a Person that is not a Permitted Transferee
is
the record holder of an interest in such entity. The Transferee understands
that
such tax will not be imposed for any period with respect to which the record
holder furnishes to the pass-through entity an affidavit that such record holder
is a Permitted Transferee and the pass-through entity does not have actual
knowledge that such affidavit is false. (For this purpose, a “pass-through
entity” includes a regulated investment company, a real estate investment trust
or common trust fund, a partnership, trust or estate, and certain cooperatives
and, except as may be provided in Treasury Regulations, persons holding
interests in pass-through entities as a nominee for another
Person.)
5. The
Transferee has reviewed the provisions of Section 5.02(c) of the Agreement
(attached hereto as Exhibit 2 and incorporated herein by reference) and
understands the legal consequences of the acquisition of an Ownership Interest
in the Certificate including, without limitation, the restrictions on subsequent
Transfers and the provisions regarding voiding the Transfer and mandatory sales.
The Transferee expressly agrees to be bound by and to abide by the provisions
of
Section 5.02(c) of the Agreement and the restrictions noted on the face of
the
Certificate. The Transferee understands and agrees that any breach of any of
the
representations included herein shall render the Transfer to the Transferee
contemplated hereby null and void.
6. The
Transferee agrees to require a Transfer Affidavit from any Person to whom the
Transferee attempts to Transfer its Ownership Interest in the Certificate,
and
in connection with any Transfer by a Person for whom the Transferee is acting
as
nominee, trustee or agent, and the Transferee will not Transfer its Ownership
Interest or cause any Ownership Interest to be Transferred to any Person that
the Transferee knows is not a Permitted Transferee. In connection with any
such
Transfer by the Transferee, the Transferee agrees to deliver to the Trustee
a
certificate substantially in the form set forth as EXHIBIT J to the Agreement
(a
“Transferor Certificate”) to the effect that such Transferee has no actual
knowledge that the Person to which the Transfer is to be made is not a Permitted
Transferee.
7. The
Transferee does not have the intention to impede the assessment or collection
of
any tax legally required to be paid with respect to the
Certificate.
8. The
Transferee's taxpayer identification number is [_____________].
9. The
Transferee is a United States Person.
10. The
Transferee is aware that the Certificate may be a “noneconomic residual
interest” within the meaning of proposed Treasury regulations promulgated
pursuant to the Code and that the transferor of a noneconomic residual interest
will remain liable for any taxes due with respect to the income on such residual
interest, unless no significant purpose of the transfer was to impede the
assessment or collection of tax.
11. The
Transferee either (a) is not an employee benefit plan that is subject to ERISA
or a plan that is subject to Section 4975 of the Code, and the Transferee is
not
acting on behalf of such a plan or (b) has provided an Opinion of Counsel in
accordance with the provisions of the Agreement.
*
*
*
IN
WITNESS WHEREOF, the Transferee has caused this instrument to be executed on
its
behalf, pursuant to authority of its Board of Directors, by its duly authorized
officer and its corporate seal to be hereunto affixed, duly attested, this
_____
day of _____________, 20___.
Print
Name of Transferee
|
|
By:
|
|
Name:
|
|
Title:
|
[Corporate
Seal]
ATTEST:
_________________________
[Assistant]
Secretary
Personally
appeared before me the above-named , known or proved to me to be the same person
who executed the foregoing instrument and to be the of the Transferee, and
acknowledged that he executed the same as his free act and deed and the free
act
and deed of the Transferee.
Subscribed
and sworn before me this ______ day of _______________, 20___.
NOTARY
PUBLIC
My
Commission expires the _____ day of
_________________,
20___.
|
EXHIBIT
1
to
EXHIBIT
I
Certain
Definitions
“Ownership
Interest”: As to any Residual Certificate, any ownership or security interest in
such Certificate including any interest in such Certificate as the Holder
thereof and any other interest therein, whether direct or indirect, legal or
beneficial.
“Permitted
Transferee”: Any person other than (i) the United States, any State or political
subdivision thereof, 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) which 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, (v) a Person that is not a United States
Person, and (vi) a Person designated as a non-Permitted Transferee by the
Depositor based upon an Opinion of Counsel that the Transfer of an Ownership
Interest in a Residual Certificate to such Person may cause any REMIC created
hereunder to fail to qualify as a REMIC at any time that the 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, limited
liability company, joint-stock company, trust, unincorporated organization
or
government, or any agency or political subdivision thereof.
“Transfer”:
Any direct or indirect transfer or sale of any Ownership Interest in a Residual
Certificate.
EXHIBIT
2
to
EXHIBIT
I
Section
5.02(c) of the Agreement
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
I.
(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 5.02(c) shall be
absolutely null and void and shall vest no rights in the purported Transferee.
If any purported transferee shall become a Holder of a Residual Certificate
in
violation of the provisions of this Section 5.02(c), then the last preceding
Permitted Transferee shall be restored to all rights as Holder thereof
retroactive to the date of registration of Transfer of such Residual
Certificate. The Trustee 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 5.02(b) and this Section 5.02(c) or for making any payments due
on
such Certificate to the Holder thereof or taking any other action with respect
to such Holder under the provisions of this Agreement so long as the Transfer
was registered after receipt of the related Transfer Affidavit and Transferor
Certificate. 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
Depositor shall use its best efforts to make available, upon receipt 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
5.02(c) shall cease to apply (and the applicable portions of the legend on
a
Residual Certificate may be deleted) with respect to Transfers occurring after
delivery to the Trustee of an Opinion of Counsel, which Opinion of Counsel
shall
not be an expense of the Trust Fund, the Trustee, the Seller or the Servicers,
to the effect that the elimination of such restrictions will not cause the
Trust
Fund hereunder 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 which, based on an Opinion of Counsel 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 which is held
by a
Person that is not a Permitted Transferee to a Holder that is a Permitted
Transferee.
EXHIBIT
J
FORM
OF
TRANSFEROR CERTIFICATE
__________,
200__
Credit
Suisse First Boston Mortgage Securities Corp.
00
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxx Xxxx
U.S.
Bank
National Association
as
Trustee for the
Home
Equity Mortgage Pass-Through Certificates, Series 2006-4
00
Xxxxxxxxxx Xxx.
Xx.
Xxxx,
XX 00000-0000
Attention:
Corporate Trust - Structured Finance Ref: HEMT 2006-4
Re:
|
Credit
Suisse First Boston Mortgage Securities Corp., Home Equity Mortgage
Trust
2006-4 Home Equity Mortgage Pass-Through Certificates, Series 2006-4,
Class [___]
|
Ladies
and Gentlemen:
In
connection with our disposition of the above Certificates we certify that (a)
we
understand that the Certificates have not been registered under the Securities
Act of 1933, as amended (the “Act”), and are being disposed by us in a
transaction that is exempt from the registration requirements of the Act and
(b)
we have not offered or sold any Certificates to, or solicited offers to buy
any
Certificates from, any person, or otherwise approached or negotiated with any
person with respect thereto, in a manner that would be deemed, or taken any
other action which would result in, a violation of Section 5 of the
Act.
Very
truly yours,
|
|
Print
Name of Transferor
|
|
By:
|
|
Authorized
Officer
|
EXHIBIT
K
FORM
OF
INVESTMENT LETTER (NON-RULE 144A)
__________,
200__
Credit
Suisse First Boston Mortgage Securities Corp.
00
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxx Xxxx
U.S.
Bank
National Association
as
Trustee for the
Home
Equity Mortgage Pass-Through Certificates, Series 2006-4
00
Xxxxxxxxxx Xxx.
Xx.
Xxxx,
XX 00000-0000
Attention:
Corporate Trust - Structured Finance Ref: HEMT 2006-4
Re:
|
Credit
Suisse First Boston Mortgage Securities Corp., Home Equity Mortgage
Trust
2006-4 Home Equity Mortgage Pass-Through Certificates, Series 2006-4,
Class [___]
|
Ladies
and Gentlemen:
In
connection with our acquisition of the above Certificates we certify that (a)
we
understand that the Certificates are not being registered under the Securities
Act of 1933, as amended (the “Act”), or any state securities laws and are being
transferred to us in a transaction that is exempt from the registration
requirements of the Act and any such laws, (b) we are an institutional
“accredited investor,” as defined in Regulation D under the Act, and have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c)
we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) we are not an employee benefit plan that is
subject to the Employee Retirement Income Security Act of 1974, as amended,
or a
plan or arrangement that is subject to Section 4975 of the Internal Revenue
Code
of 1986, as amended, nor are we acting on behalf of any such plan or arrangement
nor are we using the assets of any such plan or arrangement to effect such
acquisition or we have provided the certification or opinion letter as required
in section 5.02 of the Pooling and Servicing Agreement, (e) we are acquiring
the
Certificates for investment for our own account and not with a view to any
distribution of such Certificates (but without prejudice to our right at all
times to sell or otherwise dispose of the Certificates in accordance with clause
(g) below), (f) we have not offered or sold any Certificates to, or solicited
offers to buy any Certificates from, any person, or otherwise approached or
negotiated with any person with respect thereto, or taken any other action
which
would result in a violation of Section 5 of the Act, and (g) we will not sell,
transfer or otherwise dispose of any Certificates unless (1) such sale, transfer
or other disposition is made pursuant to an effective registration statement
under the Act or is exempt from such registration requirements, and if
requested, we will at our expense provide an opinion of counsel satisfactory
to
the addressees of this Certificate that such sale, transfer or other disposition
may be made pursuant to an exemption from the Act, (2) the purchaser or
transferee of such Certificate has executed and delivered to you a certificate
to substantially the same effect as this certificate, and (3) the purchaser
or
transferee has otherwise complied with any conditions for transfer set forth
in
the Pooling and Servicing Agreement.
Very
truly yours,
|
|
Print
Name of Transferee
|
|
By:
|
|
Authorized
Officer
|
EXHIBIT
L
FORM
OF
RULE 144A LETTER
____________,
200__
Credit
Suisse First Boston Mortgage Securities Corp.
00
Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxxx Xxxx
U.S.
Bank
National Association
as
Trustee for the
Home
Equity Mortgage Pass-Through Certificates, Series 2006-4
00
Xxxxxxxxxx Xxx.
Xx.
Xxxx,
XX 00000-0000
Attention:
Corporate Trust - Structured Finance Ref: HEMT 2006-4
Re:
|
Credit
Suisse First Boston Mortgage Securities Corp.,
Home
Equity Mortgage Trust 2006-4
Home
Equity Mortgage Pass-Through Certificates, Series 2006-4, Class
[___]
|
Ladies
and Gentlemen:
In
connection with our acquisition of the above Certificates we certify that (a)
we
understand that the Certificates are not being registered under the Securities
Act of 1933, as amended (the “Act”), or any state securities laws and are being
transferred to us in a transaction that is exempt from the registration
requirements of the Act and any such laws, (b) we have such knowledge and
experience in financial and business matters that we are capable of evaluating
the merits and risks of investments in the Certificates, (c) we have had the
opportunity to ask questions of and receive answers from the Depositor
concerning the purchase of the Certificates and all matters relating thereto
or
any additional information deemed necessary to our decision to purchase the
Certificates, (d) we are not an employee benefit plan that is subject to the
Employee Retirement Income Security Act of 1974, as amended, or a plan or
arrangement that is subject to Section 4975 of the Internal Revenue Code of
1986, as amended, nor are we acting on behalf of any such plan or arrangement
nor are we using the assets of any such plan or arrangement to effect such
acquisition or we have provided the certification or opinion letter as required
in section 5.02 of the Pooling and Servicing Agreement, (e) we have not, nor
has
anyone acting on our behalf offered, transferred, pledged, sold or otherwise
disposed of the Certificates, any interest in the Certificates or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Certificates, any interest in the Certificates
or
any other similar security from, or otherwise approached or negotiated with
respect to the Certificates, any interest in the Certificates or any other
similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken
any other action, that would constitute a distribution of the Certificates
under
the Act or that would render the disposition of the Certificates a violation
of
Section 5 of the Act or require registration pursuant thereto, nor will act,
nor
has authorized or will authorize any person to act, in such manner with respect
to the Certificates, (f) we are a “qualified institutional buyer” as that term
is defined in Rule 144A under the Act (“Rule 144A”) and have completed either of
the forms of certification to that effect attached hereto as Annex 1 or Annex
2,
(g) we are aware that the sale to us is being made in reliance on Rule 144A,
and
(h) we are acquiring the Certificates for our own account or for resale pursuant
to Rule 144A and further, understand that such Certificates may be resold,
pledged or transferred only (A) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (B)
pursuant to another exemption from registration under the Act.
Very
truly yours,
|
|
Print
Name of Transferee
|
|
By:
|
|
Authorized
Officer
|
ANNEX
1
TO EXHIBIT L
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For
Transferees Other Than Registered Investment Companies]
The
undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
the Rule 144A Transferee Certificate to which this certification relates with
respect to the Certificates described therein:
1. As
indicated below, the undersigned is the President, Chief Financial Officer,
Senior Vice President or other executive officer of the Buyer.
2. In
connection with purchases by the Buyer, the Buyer is a “qualified institutional
buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as
amended (“Rule 144A”) because (i) the Buyer owned and/or invested on a
discretionary basis $___________ Buyer
must own and/or invest on a discretionary basis at least $100,000,000 in
securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
invest on a discretionary basis at least $10,000,000 in securities.
1 in
securities (except for the 1 excluded securities referred to below) as of the
end of the Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A and (ii) the Buyer satisfies the criteria in the
category marked below.
___
Corporation, etc. The Buyer is a corporation (other than a bank, savings and
loan association or similar institution), Massachusetts or similar business
trust, partnership, or charitable organization described in Section 501(c)(3)
of
the Internal Revenue Code of 1986, as amended.
___
Bank.
The Buyer (a) is a national bank or banking institution organized under the
laws
of any State, territory or the District of Columbia, the business of which
is
substantially confined to banking and is supervised by the State or territorial
banking commission or similar official or is a foreign bank or equivalent
institution, and (b) has an audited net worth of at least $25,000,000 as
demonstrated in its latest annual financial statements, a copy of which is
attached hereto.
___
Savings and Loan. The Buyer (a) is a savings and loan association, building
and
loan association, cooperative bank, homestead association or similar
institution, which is supervised and examined by a State or Federal authority
having supervision over any such institutions or is a foreign savings and loan
association or equivalent institution and (b) has an audited net worth of at
least $25,000,000 as demonstrated in its latest annual financial statements,
a
copy of which is attached hereto.
___
Broker-dealer. The Buyer is a dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934.
___
Insurance Company. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the reinsuring
of
risks underwritten by insurance companies and which is subject to supervision
by
the insurance commissioner or a similar official or agency of a State, territory
or the District of Columbia.
___
State
or Local Plan. The Buyer is a plan established and maintained by a State, its
political subdivisions, or any agency or instrumentality of the State or its
political subdivisions, for the benefit of its employees.
___
ERISA
Plan. The Buyer is an employee benefit plan within the meaning of Title I of
the
Employee Retirement Income Security Act of 1974, as amended.
___
Investment Advisor. The Buyer is an investment advisor registered under the
Investment Advisors Act of 1940.
___
Small
Business Investment Company. Buyer is a small business investment company
licensed by the U.S. Small Business Administration under Section 301(c) or
(d)
of the Small Business Investment Act of 1958.
___
Business Development Company. Buyer is a business development company as defined
in Section 202(a)(22) of the Investment Advisors Act of 1940.
3. The
term
“securities” as used herein does not include (i) securities of issuers that are
affiliated with the Buyer, (ii) securities that are part of an unsold allotment
to or subscription by the Buyer, if the Buyer is a dealer, (iii) securities
issued or guaranteed by the U.S. or any instrumentality thereof, (iv) bank
deposit notes and certificates of deposit, (v) loan participations, (vi)
repurchase agreements, (vii) securities owned but subject to a repurchase
agreement and (viii) currency, interest rate and commodity swaps.
4. For
purposes of determining the aggregate amount of securities owned and/or invested
on a discretionary basis by the Buyer, the Buyer used the cost of such
securities to the Buyer and did not include any of the securities referred
to in
the preceding paragraph, except (i) where the Buyer reports its securities
holdings in its financial statements on the basis of their market value, and
(ii) no current information with respect to the cost of those securities has
been published. If clause (ii) in the preceding sentence applies, the securities
may be valued at market. Further, in determining such aggregate amount, the
Buyer may have included securities owned by subsidiaries of the Buyer, but
only
if such subsidiaries are consolidated with the Buyer in its financial statements
prepared in accordance with generally accepted accounting principles and if
the
investments of such subsidiaries are managed under the Buyer's direction.
However, such securities were not included if the Buyer is a majority-owned,
consolidated subsidiary of another enterprise and the Buyer is not itself a
reporting company under the Securities Exchange Act of 1934, as
amended.
5. The
Buyer
acknowledges that it is familiar with Rule 144A and understands that the seller
to it and other parties related to the Certificates are relying and will
continue to rely on the statements made herein because one or more sales to
the
Buyer may be in reliance on Rule 144A.
6. Until
the
date of purchase of the Rule 144A Securities, the Buyer will notify each of
the
parties to which this certification is made of any changes in the information
and conclusions herein. Until such notice is given, the Buyer's purchase of
the
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Buyer is a bank or savings and loan
is provided above, the Buyer agrees that it will furnish to such parties updated
annual financial statements promptly after they become available.
Print
Name of Buyer
|
||
By:
|
||
Name:
|
||
Title:
|
||
Date:
|
1
Buyer
must own and/or invest on a discretionary basis at least $100,000,000 in
securities unless Buyer is a dealer, and, in that case, Buyer must own
and/or
invest on a discretionary basis at least $10,000,000 in
securities.
ANNEX
2
TO EXHIBIT L
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For
Transferees That are Registered Investment Companies]
The
undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
the Rule 144A Transferee Certificate to which this certification relates with
respect to the Certificates described therein:
1.
|
As
indicated below, the undersigned is the President, Chief Financial
Officer
or Senior Vice President of the Buyer or, if the Buyer is a “qualified
institutional buyer” as that term is defined in Rule 144A under the
Securities Act of 1933, as amended (“Rule 144A”) because Buyer is part of
a Family of Investment Companies (as defined below), is such an officer
of
the Adviser.
|
2.
|
In
connection with purchases by Buyer, the Buyer is a “qualified
institutional buyer” as defined in SEC Rule 144A because (i) the Buyer is
an investment company registered under the Investment Company Act
of 1940,
as amended and (ii) as marked below, the Buyer alone, or the Buyer's
Family of Investment Companies, owned at least $100,000,000 in securities
(other than the excluded securities referred to below) as of the
end of
the Buyer's most recent fiscal year. For purposes of determining
the
amount of securities owned by the Buyer or the Buyer's Family of
Investment Companies, the cost of such securities was used, except
(i)
where the Buyer or the Buyer's Family of Investment Companies reports
its
securities holdings in its financial statements on the basis of their
market value, and (ii) no current information with respect to the
cost of
those securities has been published. If clause (ii) in the preceding
sentence applies, the securities may be valued at
market.
|
___
The
Buyer owned $[_____________] in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year (such
amount being calculated in accordance with Rule 144A).
___
The
Buyer is part of a Family of Investment Companies which owned in the aggregate
$[_____________] in securities (other than the excluded securities referred
to
below) as of the end of the Buyer's most recent fiscal year (such amount being
calculated in accordance with Rule 144A).
3.
|
The
term “Family of Investment Companies” as used herein means two or more
registered investment companies (or series thereof) that have the
same
investment adviser or investment advisers that are affiliated (by
virtue
of being majority owned subsidiaries of the same parent or because
one
investment adviser is a majority owned subsidiary of the
other).
|
4.
|
The
term “securities” as used herein does not include (i) securities of
issuers that are affiliated with the Buyer or are part of the Buyer's
Family of Investment Companies, (ii) securities issued or guaranteed
by
the U.S. or any instrumentality thereof, (iii) bank deposit notes
and
certificates of deposit, (iv) loan participations, (v) repurchase
agreements, (vi) securities owned but subject to a repurchase agreement
and (vii) currency, interest rate and commodity
swaps.
|
5.
|
The
Buyer is familiar with Rule 144A and understands that the parties
listed
in the Rule 144A Transferee Certificate to which this certification
relates are relying and will continue to rely on the statements made
herein because one or more sales to the Buyer will be in reliance
on Rule
144A. In addition, the Buyer will only purchase for the Buyer's own
account.
|
6.
|
Until
the date of purchase of the Certificates, the undersigned will notify
the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates of any changes in the information and conclusions
herein. Until such notice is given, the Buyer's purchase of the
Certificates will constitute a reaffirmation of this certification
by the
undersigned as of the date of such
purchase.
|
Print
Name of Buyer or Adviser
|
||
Name
|
||
Title
|
||
IF
AN ADVISER:
|
||
Print
Name of Buyer
|
||
Date:
|
EXHIBIT
M
REQUEST
FOR RELEASE
(for
Trustee)
CREDIT
SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Home
Equity Mortgage Trust 2006-4
Home
Equity Mortgage Pass-Through Certificates, Series 2006-4
Loan
Information
Name
of
Mortgagor:
____________________________________
Servicer
Loan
No.:
____________________________________
Trustee
Name:
Address:
____________________________________
____________________________________
____________________________________
Trustee
Mortgage
File No.:
The
undersigned Servicer hereby acknowledges that it has received from
[______________], as Custodian for the Holders of Mortgage Pass-Through
Certificates, of the above-referenced Series, the documents referred to below
(the “Documents”). All capitalized terms not otherwise defined in this Request
for Release shall have the meanings given them in the Pooling and Servicing
Agreement (the “Pooling and Servicing Agreement”) relating to the
above-referenced Series among Credit Suisse First Boston Mortgage Securities
Corp. as depositor, DLJ Mortgage Capital, Inc. as seller, Select Portfolio
Servicing, Inc. as a servicer, Ocwen Loan Servicing, LLC as a servicer and
U.S.
Bank National Association as trustee (the “Trustee”).
(
)
|
Mortgage
Note dated _____________________, _______, in the original principal
sum
of $___________________, made by ____________________. payable to,
or
endorsed to the order of, the
Trustee.
|
(
)
|
Mortgage
recorded on ________________ as instrument no. ______________ in
the
County Recorder's Office of the County of ___________________, State
of
___________ in book/reel/docket _________________ of official records
at
page/image _____________.
|
(
)
|
Deed
of Trust recorded on _____________ as instrument no. ______________
in the
County Recorder's Office of the County of _______________, State
of
______________ in book/reel/docket _____________________ of official
records at page/image _________.
|
(
)
|
Assignment
of Mortgage or Deed of Trust to the Trustee, recorded on _________
as
instrument no. ______________ in the County Recorder's Office of
the
County of ______, State of ________________ in book/reel/docket
_______________ of official records at page/image
_______________.
|
(
)
|
Other
documents, including any amendments, assignments or other assumptions
of
the Mortgage Note or Mortgage.
|
(
)
|
|
(
)
|
|
(
)
|
|
(
)
|
The
undersigned Servicer hereby acknowledges and agrees as follows:
(1) Such
Servicer shall hold and retain possession of the Documents in trust for the
benefit of the Trustee, solely for the purposes provided in the
Agreement.
(2) Such
Servicer shall not cause or knowingly permit the Documents to become subject
to,
or encumbered by, any claim, liens, security interest, charges, writs of
attachment or other impositions nor shall the Servicer, if applicable, assert
or
seek to assert any claims or rights of setoff to or against the Documents or
any
proceeds thereof.
(3) Such
Servicer shall return each and every Document previously requested from the
Mortgage File to the Custodian when the need therefor no longer exists, unless
the Mortgage Loan relating to the Documents has been liquidated and the proceeds
thereof have been remitted to the Certificate Account and except as expressly
provided in the Agreement.
(4) The
Documents and any proceeds thereof, including any proceeds of proceeds, coming
into the possession or control of such Servicer shall at all times be earmarked
for the account of the Custodian, and such Servicer shall keep the Documents
and
any proceeds separate and distinct from all other property in such Servicer's
possession, custody or control.
[Servicer]
By
_________________________________
Its
_________________________________
Date:
____________, 20__
EXHIBIT
N
FORM
OF
SUBSEQUENT TRANSFER AGREEMENT
THIS
SUBSEQUENT TRANSFER AGREEMENT, dated as of _________ ___, 2006 (this “Subsequent
Transfer Agreement”), among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES
CORP., a Delaware corporation, as depositor (the “Depositor”), DLJ MORTGAGE
CAPITAL, INC., a Delaware corporation, in its capacity as seller under the
Pooling and Servicing Agreement referred to below (the “Seller”), SELECT
PORTFOLIO SERVICING, INC. , as a servicer (“SPS”), Ocwen Loan Servicing, LLC, as
a servicer (“Ocwen” and together with SPS, the “Servicers”), and U.S. Bank
National Association, a banking association organized under the laws of the
United States, as trustee (the “Trustee”);
WHEREAS,
the parties hereto are also among the parties to the Pooling and Servicing
Agreement, dated as of August 1, 2006, among the Depositor, the Seller, SPS,
Ocwen and the Trustee, in relation to the Home Equity Mortgage Pass-Through
Certificates, Series 2006-4;
WHEREAS,
Sections 2.01(f) of the Pooling and Servicing Agreement provides for the parties
hereto to enter into this Subsequent Transfer Agreement in accordance with
the
terms and conditions of the Pooling and Servicing Agreement;
NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged the
parties hereto agree as follows:
(i) The
“Subsequent Transfer Date” with respect to this Subsequent Transfer Agreement
shall be ____________, 200__.
(ii) The
“Aggregate Subsequent Purchase Amount” with respect to this Subsequent Transfer
Agreement shall be $____________, provided, however, that such amount shall
not
exceed the amount on deposit in the Pre-Funding Account.
(iii) The
Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date shall satisfy
the pool characteristics for the Trust Fund identified in Section 2.01(f) of
the
Pooling and Servicing Agreement.
(iv) In
case
any provision of this Subsequent Transfer Agreement shall be invalid, illegal
or
unenforceable, the validity, legality and enforceability of the remaining
provisions or obligations shall not in any way be affected or impaired
thereby.
(v) In
the
event of any conflict between the provisions of this Subsequent Transfer
Agreement and the Pooling and Servicing Agreement, the provisions of the Pooling
and Servicing Agreement shall prevail. Capitalized terms used herein and not
otherwise defined have the meanings in the Pooling and Servicing
Agreement.
(vi) The
Seller hereby sells, transfers, assigns, sets over and otherwise conveys to
the
Trustee for the benefit of the Certificateholders, without recourse, all right
title and interest in the Subsequent Mortgage Loans identified in Schedule
A,
including all interest and principal due on or with respect to such Subsequent
Mortgage Loans on or after the Subsequent Cut-off Date and all interest and
principal payments on such Subsequent Mortgage Loans received prior to the
Subsequent Cut-off Date in respect of installments of interest and principal
due
thereafter, but not including principal and interest due on such Subsequent
Mortgage Loans prior to the Subsequent Cut-off Date, any insurance policies
in
respect of such Subsequent Mortgage Loans and all proceeds of any of the
foregoing.
(vii) This
Subsequent Transfer Agreement shall be governed by, and shall be construed
and
enforced in accordance with the laws of the State of New York.
(viii) The
Subsequent Transfer Agreement may be executed in one or more counterparts,
each
of which so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same
instrument.
EXHIBIT
O-1
FORM
OF
COLLECTION ACCOUNT CERTIFICATION
[
],
20__
[Servicer's
name] hereby certifies that it has established the account described below
as a
Collection Account pursuant to Section 3.05 of the Pooling and Servicing
Agreement, dated as of August 1, 2006, among Credit Suisse First Boston Mortgage
Securities Corp. as depositor, DLJ Mortgage Capital, Inc. as seller (“DLJMC”),
Select Portfolio Servicing, Inc. as a servicer (“SPS ”), Ocwen Loan Servicing,
LLC as a servicer (“Ocwen”) and U.S. Bank National Association as trustee (the
“Trustee”).
Title
of
Account: [Servicer's
Name], in trust for the Holders of Credit Suisse First Boston Mortgage
Securities Corp., Home Equity Mortgage Pass-Through Certificates, Series
2006-4.
Account
Number: ______________
Address
of officer or branch
of
the
Company at
which
Account is maintained:
_________________________
_________________________
_________________________
[Servicer's
Name], AS SERVICER
By:
______________________
Name:
____________________
Title:
_____________________
EXHIBIT
O-2
FORM
OF
COLLECTION ACCOUNT LETTER AGREEMENT
[ ],
20__
To:
___________________
___________________
___________________
(the
“Depository”)
As
Servicer under the Pooling and Servicing Agreement, dated as of August 1, 2006,
among Credit Suisse First Boston Mortgage Securities Corp. as depositor, DLJ
Mortgage Capital, Inc. as seller (“DLJMC”), Select Portfolio Servicing, Inc. as
a servicer (“SPS”), Ocwen Loan Servicing, LLC as a servicer (“Ocwen”) and U.S.
Bank National Association as trustee (the “Trustee”) (the “Agreement”), we
hereby authorize and request you to establish an account, as a Collection
Account pursuant to Section 3.05 of the Agreement, to be designated as
“[Servicer's Name], in trust for the Holders of Credit Suisse First Boston
Mortgage Securities Corp., Home Equity Mortgage Pass-Through Certificates,
Series 2006-4.” All deposits in the account shall be subject to withdrawal
therefrom by order signed by the Servicer. This letter is submitted to you
in
duplicate. Please execute and return one original to us.
[Servicer's
Name], AS
SERVICER
By:
___________________________
Name:
_________________________
Title:
__________________________
Date:
__________________________
The
undersigned, as Depository, hereby certifies that the above described account
has been established under Account Number _________ at the office of the
Depository indicated above and agrees to honor withdrawals on such account
as
provided above. The full amount deposited at any time in the account will be
insured up to applicable limits by the Federal Deposit Insurance Corporation
through the Bank Insurance Fund (“BIF”) or the Savings Association Insurance
Fund (“SAIF”).
_______________________________
Depository
By:
___________________________
Name:
_________________________
Title:
__________________________
Date:
__________________________
EXHIBIT
P-1
FORM
OF
ESCROW ACCOUNT CERTIFICATION
[
],
20__
[Servicer's
Name] hereby certifies that it has established the account described below
as an
Escrow Account pursuant to Section 3.06 of the Pooling and Servicing Agreement,
dated as of August 1, 2006, among Credit Suisse First Boston Mortgage Securities
Corp. as depositor, DLJ Mortgage Capital, Inc. as seller (“DLJMC”), Select
Portfolio Servicing, Inc. as a servicer (“SPS”), Ocwen Loan Servicing, LLC as a
servicer (“Ocwen”) and U.S. Bank National Association as trustee (the
“Trustee”).
Title
of
Account: “[Servicer's
Name], in trust for Credit Suisse First Boston Mortgage Securities Corp., Home
Equity Mortgage Trust 2006-4, Home Equity Mortgage Pass-Through Certificates,
Series 2006-4 and various mortgagors”
Account
Number: ___________________________________
Address
of officer or branch
of
the
Company at
which
Account is maintained:
________________________
________________________
________________________
[Servicer's
Name], AS SERVICER
By:
_____________________
Name:
___________________
Title:
____________________
EXHIBIT
P-2
FORM
OF
ESCROW ACCOUNT LETTER AGREEMENT
[ ],
20__
To:
_________________
_________________
_________________
(the
“Depository”)
As
Servicer under the Pooling and Servicing Agreement, dated as of August 1, 2006,
among Credit Suisse First Boston Mortgage Securities Corp. as depositor, DLJ
Mortgage Capital, Inc. as seller (“DLJMC”), Select Portfolio Servicing, Inc. as
a servicer (“SPS”), Ocwen Loan Servicing, LLC as a servicer (“Ocwen”) and U.S.
Bank National Association as trustee (the “Trustee”) (the “Agreement”), we
hereby authorize and request you to establish an account, as an Escrow Account
pursuant to Section 3.06 of the Agreement, to be designated as “Credit Suisse
First Boston Mortgage Securities Corp., Home Equity Mortgage Trust 2006-4,
Home
Equity Mortgage Pass-Through Certificates, Series 2006-4”. All deposits in the
account shall be subject to withdrawal therefrom by order signed by the
Servicer. This letter is submitted to you in duplicate. Please execute and
return one original to us.
[SERVICER'S
NAME], AS SERVICER
By:
___________________________
Name:
_________________________
Title:
__________________________
Date:
__________________________
The
undersigned, as Depository, hereby certifies that the above described account
has been established under Account Number ________________ at the office of
the
Depository indicated above and agrees to honor withdrawals on such account
as
provided above. The full amount deposited at any time in the account will be
insured up to applicable limits by the Federal Deposit Insurance Corporation
through the Bank Insurance Fund (“BIF”) or the Savings Association Insurance
Fund (“SAIF”).
______________________________
Depository
By:
___________________________
Name:
_________________________
Title:
__________________________
Date:
__________________________
EXHIBIT
Q
[RESERVED]
EXHIBIT
R-1
FORM
OF
CUSTODIAL AGREEMENT FOR LASALLE BANK NATIONAL ASSOCIATION
THIS
CUSTODIAL AGREEMENT (the “Custodial Agreement”), dated as of August 1, 2006 by
and between U.S. BANK NATIONAL ASSOCIATION, a national banking association
organized under the laws of the United States (the “Trustee”), having an address
at 00 Xxxxxxxxxx Xxxxxx, Xx. Xxxx, XX 00000, not individually, but solely as
trustee under the Pooling and Servicing Agreement for the Credit Suisse First
Boston Mortgage Securities Corp., Home Equity Mortgage Trust 2006-4, Home Equity
Mortgage Pass-Through Certificates, Series 2006-4 (the “Trust”), and LASALLE
BANK NATIONAL ASSOCIATION, a national banking association having an address
at
0000 Xxxxx Xxxx, Xxxxx 000, Xxx Xxxxx Xxxxxxx, Xxxxxxxx 00000, as custodian
(the
“Custodian”).
W
I T N E
S S E T H
WHEREAS,
Credit Suisse First Boston Mortgage Securities Corp. (the “Depositor”) has
agreed to transfer certain conventional, fixed-rate mortgage loans (the
“Mortgage Loans”) to the Trustee, pursuant to the terms and conditions of the
Pooling and Servicing Agreement, dated August 1, 2006 (the “Pooling and
Servicing Agreement” ), among DLJMC, as seller (the “Seller”), Select Portfolio
Servicing, Inc. as a servicer (“SPS”), Ocwen Loan Servicing, LLC, as a servicer
(“Ocwen” and together with SPS, the “Servicers”), the Trustee and the Depositor;
and
WHEREAS,
the Servicers are to service the Mortgage Loans pursuant to the terms and
conditions of the Pooling and Servicing Agreement, and the Trustee will retain
record title to the Mortgage Loans; and
WHEREAS,
the Custodian is a national banking association and is otherwise authorized
to
act as Custodian pursuant to this Custodial Agreement; and
NOW
THEREFORE, in consideration of the mutual undertakings herein expressed, the
parties hereto hereby agree as follows:
Section
1. Definitions.
Capitalized
terms used but not defined herein shall have the meanings assigned to them
in
the Pooling and Servicing Agreement, a copy of which has been received by the
Custodian.
Agreement:
This
Custodial Agreement and all amendments, attachments and supplements
hereto.
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, or the city in which the
Corporate Trust Office of the Trustee is located, or savings and loan
institutions located in the States of Minnesota, New Jersey, Florida, Illinois
or Utah are authorized or obligated by law or executive order to be
closed.
Closing
Date:
August
30, 2006.
Commission:
The
United States Securities and Exchange Commission.
Custodial
File:
As to
each Mortgage Loan, any mortgage loan documents which are delivered to the
Custodian or which at any time come into the possession of the Custodian as
set
forth in Section 2 of this Custodial Agreement.
Custodian:
LaSalle
Bank National Association, or its successor in interest or assigns, or any
successor to the Custodian under this Custodial Agreement as herein
provided.
Delivery
Date:
The
date which occurs five (5) Business Days prior to the Closing Date or any
Subsequent Transfer Date, as applicable, or such other date as mutually agreed
upon by the Depositor, Trustee and the Custodian.
Exchange
Act:
The
Securities Exchange Act of 1934, as amended.
Mortgage
Loan:
The
mortgage loan relating to each Custodial File sold, assigned or transferred
pursuant to this Custodial Agreement and identified on the Mortgage Loan
Schedule attached hereto as Exhibit
5,
as such
Mortgage Loan Schedule may be supplemented from time to time.
Regulation
AB:
Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
Securities
Act:
The
Securities Act of 1933, as amended.
Servicers:
The
Servicers under the Pooling and Servicing Agreement as therein
provided.
Subcontractor:
Any
vendor, subcontractor or other
person
that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities market) of the
Mortgage Loans but performs one or more discrete functions identified in Item
1122(d) of Regulation AB with respect to the Mortgage Loans under the direction
or authority of the Custodian.
Trustee:
U.S.
Bank National Association, in its capacity as Trustee under the Pooling and
Servicing Agreement or its assigns.
Trust
Receipt:
Either
a Trust Receipt and Initial Certification or a Trust Receipt and Final
Certification.
Trust
Receipt and Initial Certification:
A trust
receipt and initial certification as to each Mortgage Loan, which Trust Receipt
and Initial Certification is delivered to the Trustee by the Custodian in the
form annexed hereto as Exhibit 1.
Trust
Receipt and Final Certification:
A trust
receipt and final certification as to each Mortgage Loan, which Trust Receipt
and Final Certification is delivered to the Trustee by the Custodian in the
form
annexed hereto as Exhibit 2.
Section
2. Delivery
of Custodial Files.
The
Depositor will deliver and release or cause to be delivered and released to
the
Custodian on the Delivery Date the following original documents pertaining
to
each of the Mortgage Loans identified in the related Mortgage Loan
Schedule:
i) (A)
the
original Mortgage Note of the Mortgagor in the name of the Trustee or endorsed
“Pay to the order of ________________ without recourse” and signed in the name
of the last named endorsee by an authorized officer, together with all
intervening endorsements showing a complete chain of endorsements from the
originator of the related Mortgage Loan to the last endorsee or (B) with respect
to any Lost Mortgage Note (as such term is defined in the Pooling and Servicing
Agreement), a lost note affidavit stating that the original Mortgage Note was
lost or destroyed, together with a copy of such Mortgage Note;
ii) |
the
original Mortgage bearing evidence that such instruments have been
recorded in the appropriate jurisdiction where the Mortgaged Property
is
located as determined by DLJMC (or, in lieu of the original of the
Mortgage or the assignment thereof, a duplicate or conformed copy
of the
Mortgage or the instrument of assignment, if any, together with a
certificate of receipt from the Seller or the settlement agent who
handled
the closing of the Mortgage Loan, certifying that such copy or copies
represent true and correct copy(ies) of the original(s) and that
such
original(s) have been or are currently submitted to be recorded in
the
appropriate governmental recording office of the jurisdiction where
the
Mortgaged Property is located) or a certification or receipt of the
recording authority evidencing the
same;
|
iii) |
the
original Assignment of Mortgage, in blank, which assignment appears
to be
in form and substance acceptable for recording and, in the event
that the
related Seller acquired the Mortgage Loan in a merger, the assignment
must
be by “[Seller], successor by merger to [name of predecessor]”, and in the
event that the Mortgage Loan was acquired or originated by the related
Seller while doing business under another name, the assignment must
be by
“[Seller], formerly known as [previous
name]”;
|
iv) |
The
original of any intervening assignment of the Mortgage not included
in
(iii) above, including any warehousing assignment, with evidence
of
recording thereon (or, in lieu of the original of any such intervening
assignment, a duplicate or conformed copy of such intervening assignment
together with a certificate of receipt from the related Seller or
the
settlement agent who handled the closing of the Mortgage Loan, certifying
that such copy or copies represent true and correct copy(ies) of
the
original(s) and that such original(s) have been or are currently
submitted
to be recorded in the appropriate governmental recording office of
the
jurisdiction where the Mortgaged Property is located) or a certification
or receipt of the recording authority evidencing the
same;
|
v) |
an
original of any related security agreement (if such item is a document
separate from the Mortgage) and the originals of any intervening
assignments thereof showing a complete chain of assignment from the
originator of the related Mortgage Loan to the last
assignee;
|
vi) |
an
original assignment of any related security agreement (if such item
is a
document separate from the Mortgage) executed by the last assignee
in
blank;
|
vii) |
the
originals of any assumption, modification, extension or guaranty
agreement
with evidence of recording thereon, if applicable (or, in lieu of
the
original of any such agreement, a duplicate or conformed copy of
such
agreement together with a certificate of receipt from the related
Seller
or the settlement agent who handled the closing of the Mortgage Loan,
certifying that such copy(ies) represent true and correct copy(ies)
of the
original(s) and that such original(s) have been or are currently
submitted
to be recorded in the appropriate governmental recording office of
the
jurisdiction where the Mortgaged Property is located), or a certification
or receipt of the recording authority evidencing the
same;
|
viii) |
if
the Mortgage Note or Mortgage or any other document or instrument
relating
to the Mortgage Loan has been signed by a person on behalf of the
Mortgagor, the original power of attorney or other instrument that
authorized and empowered such person to sign bearing evidence that
such
instrument has been recorded, if so required, in the appropriate
jurisdiction where the Mortgaged Property is located as determined
by
DLJMC (or, in lieu thereof, a duplicate or conformed copy of such
instrument, together with a certificate of receipt from the related
Seller
or the settlement agent who handled the closing of the Mortgage Loan,
certifying that such copy(ies) represent true and complete copy(ies)
of
the original(s) and that such original(s) have been or are currently
submitted to be recorded in the appropriate governmental recording
office
of the jurisdiction where the Mortgaged Property is located) or a
certification or receipt of the recording authority evidencing the
same;
and
|
ix) |
in
the case of the First Mortgage Loans, the original mortgage title
insurance policy.
|
In
the
event that, pursuant to the Pooling and Servicing Agreement, an Officer’s
Certificate of the Seller is delivered to the Trustee because of a delay caused
by the public recording office in returning any recorded document, the Trustee
shall deliver such Officer’s Certificate to the Custodian. The Trustee shall
direct the Custodian to deliver written notice to each Rating Agency, as such
term is defined in the Pooling and Servicing Agreement, within 360 days from
the
Closing Date indicating each Mortgage (a) which has not been returned by the
appropriate recording office or (b) as to which there is a dispute as to
location or status of such Mortgage. Such notice shall be delivered every 90
days thereafter until the related Mortgage is returned to the
Custodian.
From
time
to time, the Servicers shall forward or shall cause to be forwarded to the
Custodian additional original documents, additional documents evidencing an
assumption, modification, consolidation or extension of a Mortgage Loan approved
by the related Servicer of such Mortgage Loan, in accordance with the terms
of
the Pooling and Servicing Agreement. All such mortgage documents held by the
Custodian as to each Mortgage Loan shall constitute the “Custodial File”. From
time to time, the Trustee shall instruct or cause the instruction of the
Custodian to deliver certain mortgage documents to the Trustee for assignment
and recordation.
Within
thirty (30) days of the Closing Date with regard to the Initial Mortgage Loans
and the related Subsequent Transfer Date with regard to the Subsequent Mortgage
Loans, the Trustee (at the expense of DLJ Mortgage Capital, Inc., referred
to in
the Pooling and Servicing Agreement as DLJMC, the seller of the Mortgage Loans)
shall (i) affix the Trustee’s name to each Assignment of Mortgage, as the
assignee thereof, (ii) cause such Assignment of Mortgage to be completed in
proper form for recording in the appropriate public office for real property
records and (iii) cause to be delivered for recording in the appropriate public
office for real property records the Assignments of Mortgages to the Trustee,
except that, with respect to any Assignment of Mortgage as to which the Trustee
has not received the information required to prepare such Assignment of Mortgage
in recordable form, the Trustee’s obligation to do so and to deliver the same
for such recording shall be as soon as practicable after receipt of such
information and in any event within thirty (30) days after the receipt thereof.
The Custodian shall maintain a copy of each such assignment in the Custodial
File. DLJMC shall be responsible for the fees and expenses of the Trustee in
connection with this paragraph.
At
least
24 hours prior to delivery of the Mortgage Loans, the Depositor will provide
or
cause to be provided to the Custodian, via electronic transmission, a list
of
all the Mortgage Loans and their related data fields including loan ID,
Mortgagor name, mortgaged property address, mortgage rate, maturity date, and
original principal balance of each such Mortgage Loan. This data shall be
delivered to the Custodian in an acceptable format that can be easily uploaded
to the Custodian’s system. A hard copy of the Mortgage Loan Schedule will be
delivered to the Custodian at the time of delivery to the Custodian of such
documents related to the Mortgage Loans identified in such Mortgage Loan
Schedule.
Section
3. Custodian
as Bailee.
The
Custodian hereby acknowledges that it is, and agrees to act as, bailee for
the
Trustee and is holding each Custodial File delivered to it in trust for the
Trustee.
Section
4. Trust
Receipt and Initial Certification of the Custodian.
(a) No
later
than 1:00 p.m. Eastern Time on the Closing Date or Subsequent Transfer Date,
as
applicable, the Custodian shall deliver to the Trustee a Trust Receipt and
Initial Certification certifying, subject to any exceptions noted thereon,
as to
each Initial Mortgage Loan or Subsequent Mortgage Loan, as applicable, on the
Mortgage Loan Schedule, (i) receipt of the original Mortgage Note and Assignment
of Mortgage and (ii) that the Mortgage Note has been reviewed by the Custodian
and appears regular on its face and relates to such Mortgage Loan.
(b) Upon
the
written directions of the Trustee, and upon the prior tender by the Trustee
of
an applicable trust receipt or trust receipts (including any related Trust
Receipt and Final Certification that has been issued), the Custodian shall
deliver all or any portion of the related Custodial Files held by it pursuant
to
such Trust Receipt to the Trustee, or to such other party designated by such
Trustee in such written direction, and to the place indicated in any such
written direction from the Trustee. If such delivery is for less than all of
the
Custodial Files held by the Custodian with respect to such Trust Receipt (and
a
Trust Receipt and Final Certification has been issued), the Custodian shall
deliver to the Trustee a new Trust Receipt and Final Certification with respect
to the related Custodial Files retained by the Custodian. Each Trust Receipt
(including any Trust Receipt and Final Certification) surrendered shall be
canceled by the Custodian.
Section
5. Obligations
of the Custodian.
(a) With
respect to the Mortgage Note, the Mortgage and the Assignment of Mortgage and
other documents constituting each Custodial File which is delivered to the
Custodian or which come into the possession of the Custodian, the Custodian
is
the custodian for the Trustee exclusively. The Custodian shall hold all mortgage
documents received by it constituting the Custodial File for the exclusive
use
and benefit of the Trustee, and shall make disposition thereof only in
accordance with this Custodial Agreement and the instructions furnished by
the
Trustee. The Custodian shall segregate and maintain continuous custody of all
mortgage documents constituting the Custodial File in secure and fire-resistant
facilities in accordance with customary standards for such custody. The
Custodian shall not be responsible to verify (i) the validity, legality,
enforceability, sufficiency, due authorization or genuineness of any document
in
the Custodial File or of any Mortgage Loans or (ii) the collectability,
insurability, effectiveness including the authority or capacity of any Person
to
execute or issue any document in the Custodial File, or suitability of any
Mortgage Loan unless specified otherwise in this Custodial Agreement. The
Custodian shall promptly report to the Trustee any failure on its part to hold
the Custodial Files and maintain its accounts, records and computer systems
as
herein provided and promptly take appropriate action to remedy such
failure.
(b) On
or
before March 15th
of each
calendar year that the Trust Fund is subject to the Exchange Act reporting
requirements, beginning with March 15, 2007, the Custodian shall, at its own
expense, cause a firm of independent public accountants (who may also render
other services to Custodian), which is a member of the American Institute of
Certified Public Accountants, to furnish to the Trustee and the Depositor a
report to the effect that such firm that attests to, and reports on, the
assessment made by such asserting party pursuant to Section 5(c) below, which
report shall be made in accordance with standards for attestation engagements
issued or adopted by the Public Company Accounting Oversight Board.
(c) On
or
before March 15th
of each
calendar year that the Trust Fund is subject to the Exchange Act reporting
requirements, beginning with March 15, 2007, the Custodian shall deliver to
the
Trustee and the Depositor a report regarding its assessment of compliance with
the applicable servicing criteria identified in Exhibit
7
attached
hereto, as of and for the period ending the end of the fiscal year ending no
later than December 31 of the year prior to the year of delivery of the report,
with respect to asset-backed security transactions taken as a whole in which
the
Custodian is performing any of the servicing criteria specified in Exhibit
7
and that
are backed by the same asset type backing such asset-backed securities. Each
such report shall include (a) a statement of the party’s responsibility for
assessing compliance with the servicing criteria applicable to such party,
(b) a
statement that such party used the criteria identified in Item 1122(d) of
Regulation AB (§ 229.1122(d)) to assess compliance with the applicable servicing
criteria, (c) disclosure of any material instance of noncompliance identified
by
such party, and (d) a statement that a registered public accounting firm has
issued an attestation report on such party’s assessment of compliance with the
applicable servicing criteria, which report shall be delivered by the Custodian
as provided in Section 5(b).
(d) The
Custodian has not and shall not engage any Subcontractor which is “participating
in the servicing function” within the meaning of Item 1122 of Regulation AB
without (a) giving notice to the Seller, the Trustee, the Servicers and the
Depositor, and (b) requiring any such Subcontractor to provide to the Custodian
an attestation report as provided for in Section 5(b) above and an assessment
report as provided for in Section 5(c) above, which reports the Custodian shall
include in the Custodian’s attestation and assessment reports.
Section
6. Final
Certification.
Not
later
than ninety (90) days following (i) the Closing Date and (ii) the end of the
Pre-Funding Period, the Custodian shall ascertain that all documents specified
in Sections 2(i) through (ix) of this Custodial Agreement are in its possession,
and shall deliver to the Trustee a Trust Receipt and Final Certification
certifying, subject to any exceptions noted thereon that, as to each Initial
Mortgage Loan or Subsequent Mortgage Loan, as applicable, listed in the Mortgage
Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan
specifically identified in such certification as not covered by such
certification): (i) all documents required to be delivered to it pursuant to
Sections 2(i)-(ix) of this Custodial Agreement are in its possession; (ii)
such
documents have been reviewed by it (including the information set forth in
items
(i), (iii), (xii) and (xx) with respect to each Mortgage Loan and item (ii)
with
respect to the Mortgage Loans in the aggregate of the Mortgage Loan Schedule)
and appear regular on their face and relate to such Mortgage Loan; (iii) all
Assignments of Mortgage or intervening assignments of mortgage, as applicable,
have been submitted for recording in the jurisdiction in which recording is
necessary; and (iv) each Mortgage Note has been endorsed as provided in Section
2(i) of this Custodial Agreement and each Mortgage has been assigned in
accordance with Section 2(iii) of this Custodial Agreement.
Section
7. Future
Defects.
During
the term of this Custodial Agreement, if the Custodian discovers any defect
with
respect to any Custodial File, the Custodian shall give written specification
of
such defect to the Trustee and the related Servicer.
Section
8. Release
for Servicing.
(a) From
time
to time and as appropriate for the foreclosure or servicing of any of the
Mortgage Loans, the Custodian is hereby authorized, upon written receipt from
a
Servicer of a request for release of documents and receipt in the form annexed
hereto as Exhibit
3,
to
release to such Servicer the related Custodial File or the documents set forth
in such request and receipt to such Servicer. Such Servicer promptly shall
return to the Custodian the Custodial File or other such documents when such
Servicer’s need therefor no longer exists, unless the related Mortgage Loan
shall be liquidated in which case, upon receipt of an additional request for
release of documents and receipt certifying such liquidation from such Servicers
to the Custodian in the form annexed hereto as Exhibit
3,
the
Servicer’s request and receipt submitted pursuant to the first sentence of this
Section 8 shall be released by the Custodian to such Servicer. If the Custodian
fails to release the Custodial File within three (3) business days of receipt
of
the request for release of documents, the Custodian, upon the written request
of
such Servicer, will provide such Servicer with a lost note affidavit and
indemnity; provided, however, that in the event such Custodial File did not
contain an original Mortgage Note and such exception was duly reported on the
document exception report attached to the Trust Receipt and Initial
Certification, the Custodian will not be required to provide a lost note
affidavit and indemnity. The Custodian agrees to indemnify the Trustee for
the
reasonable replacement cost of the file, as well as any actual penalties or
charges resulting from the failure of the Custodian to return the Mortgage
Files
within the time frame described above.
Section
9. Limitation
on Release.
The
foregoing provision respecting release to the Servicers of Custodial Files
and
documents by the Custodian upon requests by the Servicers shall be operative
only to the extent that at any time the Custodian shall not have released to
the
Servicers active Custodial Files or documents (including those requested)
pertaining to more than 15% of the Mortgage Loans in the Mortgage Pool. Any
additional Custodial Files or documents requested to be released by the
Servicers may be released only upon written authorization of the Depositor.
The
limitations of this paragraph shall not apply to the release of Custodial Files
to the Servicers under Section 10 below.
Section
10. Release
for Payment.
Upon
receipt by the Custodian of the Servicers’ request for release of documents and
receipt in the form annexed hereto as Exhibit
3
(which
certification shall include a statement to the effect that all amounts received
in connection with such payment or repurchase have been credited to the
Certificate Account as provided in the Pooling and Servicing Agreement), the
Custodian shall promptly release the related Custodial File to such
Servicer.
Section
11. Fees
of Custodian.
The
Custodian shall charge such fees for its services under this Custodial Agreement
as are set forth in Exhibit
6
hereto,
the payment of which fees (with the exception of conference room fees and
extraordinary time charges, which shall be the obligation of the party
requesting such services), together with the Custodian’s expenses in connection
herewith, shall be solely the obligation of the Trustee.
Section
12. Removal
of Custodian.
The
Trustee with or without cause, may upon at least 60 days’ notice remove and
discharge the Custodian from the performance of its duties under this Custodial
Agreement by written notice from the Trustee to the Custodian. Having given
notice of such removal, the Trustee, promptly shall appoint a successor
Custodian (which may be the Trustee or an affiliate of the Trustee) to act
on
behalf of the Trustee by written instrument, one original counterpart of which
instrument shall be delivered to the Trustee and an original to the successor
Custodian (with a copy delivered to each Servicer), provided that any such
successor Custodian shall meet the criteria set forth in the following
paragraph. In the event of any such removal, the Custodian shall promptly
transfer to the successor Custodian, as directed, all Custodial Files being
administered under this Custodial Agreement. In the event of any such
appointments the Trustee shall be responsible for the fees and expenses of
the
existing and successor Custodian, unless the Custodian shall be removed for
cause, in which case such fees and expenses shall be the responsibility of
the
removed custodian. If the Trustee removes the Custodian without cause, the
Trustee shall be responsible for payment of all expenses incurred in the
transmission of the Custodial Files to the successor Custodian and for all
applicable release fees of the Custodian.
Any
successor Custodian shall at all times be a corporation or 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 of at least $5,000,000, subject to supervision or
examination by federal or state authority and with a credit rating which would
not cause either of the Rating Agencies to reduce their respective then current
Ratings of the Certificates (or having provided such security from time to
time
as is sufficient to avoid such reduction) as evidenced in writing by each Rating
Agency. If such corporation or association 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 12
the
combined capital and surplus of such corporation or association shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of
condition so published. In case at any time a successor Custodian shall cease
to
be eligible in accordance with the provisions of this Section 12, such successor
Custodian shall resign immediately and be replaced as specified in the previous
paragraph. The entity serving as successor Custodian may have normal banking
and
trust relationships with the Depositor and its affiliates or a Servicer and
its
affiliates; provided, however, that such entity cannot be an affiliate of the
Seller, the Depositor or a Servicer.
Section
13. Transfer
of Custodial Files.
Upon
written request of the Trustee, the Custodian shall release to such Persons as
the Trustee shall designate the Custodial Files relating to such Mortgage Loans
as the Trustee shall request.
Section
14. Examination
of Custodial Files.
Upon
reasonable prior notice to the Custodian but not less than two (2) Business
Days
notice, the Trustee and its agents, accountants, attorneys, auditors and
designees will be permitted during normal business hours to examine the
Custodial Files, documents, records and other papers in the possession of or
under the control of the Custodian relating to any or all of the Mortgage Loans.
The Custodial Files shall be maintained at LaSalle Bank National Association,
0000 Xxxxx Xxxx, Xxxxx 000, Xxx Xxxxx Xxxxxxx, Xxxxxxxx 00000 or at such other
location as the Custodian may designate in writing to the Trustee.
Section
15. Insurance
of Custodian.
At
its
own expense, the Custodian shall maintain at all times during the existence
of
this Custodial Agreement and keep in full force and effect such insurance in
amounts, with standard coverage and subject to deductibles, all as is customary
for insurance typically maintained by banks which act as custodian. The minimum
coverage under any such bond and insurance policies shall be at least equal
to
the corresponding amounts required by FNMA in the FNMA Servicing Guide or by
FHLMC in the FHLMC Company’s & Servicers’ Guide.
Section
16. Counterparts.
For
the
purpose of facilitating the execution of this Custodial Agreement as herein
provided and for other purposes, this Custodial 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 and be
one
and the same instrument.
Section
17. Periodic
Statements.
Within
10
days of each anniversary of the date of this Custodial Agreement, or upon the
request of the Trustee at any other time, the Custodian shall provide to the
Trustee a list of all the Mortgage Loans and file exceptions for which the
Custodian holds a Custodial File pursuant to this Custodial Agreement and the
Pooling and Servicing Agreement. Such list may be in a mutually agreeable
electronic format.
Section
18. Governing
Law.
THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL
BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section
19. Copies
of Mortgage Documents.
Upon
the
request of the Trustee, acting solely at the direction of a Servicer or a
Certificateholder, the Custodian shall provide the Trustee or the Servicers
with
copies of the Mortgage Notes, Mortgages, Assignments of Mortgage and other
documents relating to one or more of the Mortgage Loans.
Section
20. No
Adverse Interest of Custodian.
By
execution of this Custodial Agreement, the Custodian represents and warrants
that it currently holds, and during the existence of this Custodial Agreement
shall hold, no interest adverse to the Trustee, by way of security or otherwise,
in any Mortgage Loan, and hereby waives and releases any such interest which
it
may have in any Mortgage Loan as of the date hereof.
Section
21. Termination
by Custodian.
The
Custodian may terminate its obligations under this Custodial Agreement upon
at
least 60 days’ prior written notice to the Trustee and the Servicers. In the
event of such termination, the Trustee shall appoint a successor Custodian
and
shall notify the Servicers of such appointment. The payment of such successor
Custodian’s fees and expenses shall be solely the responsibility of the Trustee.
Upon such appointment, the Custodian shall promptly transfer at its expense
to
the successor Custodian, as directed, all Custodial Files being administered
under this Custodial Agreement.
Section
22. Term
of Agreement.
Unless
terminated pursuant to Section 12 or Section 21 hereof, this Custodial Agreement
shall terminate upon the final payment or other liquidation (or advance with
respect thereto) of the last Mortgage Loan or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan,
and the final remittance of all funds due under the Pooling and Servicing
Agreement. In such event all documents remaining in the Custodial Files shall
be
released in accordance with the written instructions of the
Trustee.
Section
23. Notices.
All
demands, notices and communications hereunder shall be in writing and shall
be
deemed to have been duly given when received by the recipient party at the
addresses shown on the first page hereof, and in the case of the Trustee, to
the
attention of U.S. Bank National Association, 00 Xxxxxxxxxx Xxxxxx, Xx. Xxxx,
Xxxxxxxxx 00000, Attention: Corporate Trust - Structured Finance Ref: HEMT
2006-4, and in the case of the Custodian, to the attention of LaSalle Bank
National Association, 0000 Xxxxx Xxxx, Xxxxx 000, Xxx Xxxxx Xxxxxxx, Xxxxxxxx
00000, Attention: Operations Manager, or at such other addresses as may
hereafter be furnished to the other parties by like notice. Any such demand,
notice or communication hereunder shall be deemed to have been received on
the
date delivered to or received at the premises of the addressee (as evidenced,
in
the case of registered or certified mail, by the date noted on the return
receipt).
Section
24. Successors
and Assigns.
The
Custodian may assign its rights and obligations under this Agreement, in whole
or in part, to any Affiliate; however, Custodian agrees to notify Trustee of
any
such assignment. “Affiliate” is defined as any entity that directly or
indirectly is under common control with Custodian, or is under contract to
be
under common control with Custodian, and shall include a subsidiary or parent
company of Custodian.
This
Custodial Agreement shall inure to the benefit of the successors and assigns
of
the parties hereto. Any person into which the Custodian may be merged or
converted or with which the Custodian may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Custodian
shall be a party, or any Person succeeding to the business of the Custodian,
shall be the successor of the Custodian hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything to the contrary herein notwithstanding. Any assignee shall forward
a
list of authorized representatives to each party to this Custodial Agreement
pursuant to Section 28 of this Custodial Agreement.
Section
25. Liability
of Custodian; Indemnification.
Neither
the Custodian nor any of its directors, affiliates, officers, agents, or
employees, shall be liable for any action taken or omitted to be taken by it
or
them hereunder or in connection herewith in good faith and believed by it or
them to be within the purview of this Custodial Agreement, except for its or
their own gross negligence, lack of good faith or willful misconduct. In no
event shall the Custodian or its directors, affiliates, officers, agents, and
employees be held liable for any special, indirect or consequential damages
resulting from any action taken or omitted to be taken by it or them hereunder
or in connection herewith even if advised of the possibility of such
damages.
The
Custodian agrees to indemnify and defend, from Custodian’s own funds, and hold
the Depositor, DLJMC, and their respective directors, affiliates, officers,
agents, and employees harmless against any liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements,
including reasonable attorney’s fees, that may be imposed on, incurred by, or
asserted against it or them directly based upon the engagement of any
Subcontractor in violation of Section 5(d) or any failure by the Custodian
to
deliver any information, report, certification, accountants’ letter or other
material when and as required under this Agreement, including any report under
Sections 5(b) or 5(c). The indemnification set forth in this section shall
survive any termination of this Agreement and the termination, resignation
or
removal of the Custodian.
Section
26. Reliance
of Custodian.
In
the
absence of gross negligence or bad faith on the part of the Custodian, the
Custodian may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any data communications,
magnetic tape, request, instructions, certificate, opinion or other document
furnished to the Custodian, reasonably believed by the Custodian to be genuine
and to have been signed or presented by the proper party or parties and
conforming to the requirements of this Custodial Agreement; but in the case
of
any loan document or other request, instruction, document or certificate which
by any provision hereof is specifically required to be furnished to the
Custodian, the Custodian shall be under a duty to examine the same to determine
whether or not it conforms prima facie to the requirements of this Custodial
Agreement.
Section
27. Transmission
of Custodial Files.
Written
instructions as to the method of shipment and shipper(s) the Custodian is
directed to utilize in connection with transmission of mortgage files and loan
documents in the performance of the Custodian’s duties hereunder shall be
delivered by the related Servicer to the Custodian prior to any shipment of
any
mortgage files and loan documents hereunder. The Trustee will arrange for the
provision of such services at the reasonable cost and expense of the Trustee
(or, at the Custodian’s option, the Trustee shall reimburse the Custodian for
all costs and expenses incurred by the Custodian consistent with such
instructions). Without limiting the generality of the provisions of Section
25
above, it is expressly agreed that in no event shall the Custodian have any
liability for any losses or damages to any person, including without limitation,
the Trustee arising out of actions of the Custodian consistent with instructions
of the Trustee.
Section
28. Authorized
Representatives.
Each
individual designated as an authorized representative of a Servicer (an
“Authorized Representative”), is authorized to give and receive notices,
requests and instructions and to deliver certificates and documents in
connection with this Custodial Agreement on behalf of the related Servicer,
as
the case may be, and the specimen signature for each such Authorized
Representative of each such Authorized Representative of a Servicer, initially
authorized hereunder, is set forth on Exhibit
4
hereof.
From time to time, the Servicers may, by delivering to the Custodian a revised
exhibit, change the information previously given pursuant to this Section 28,
but each of the parties hereto shall be entitled to rely conclusively on the
then current exhibit until receipt of a superseding exhibit.
Section
29. Reproduction
of Documents.
This
Custodial Agreement and all documents relating thereto except with respect
to
the Custodial File, including, without limitation, (a) consents, waivers and
modifications which may hereafter be executed, and (b) certificates and other
information previously or hereafter furnished, may be reproduced by any
photographic, photostatic, microfilm, microcard, miniature photographic or
other
similar process. The parties agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or not
such
reproduction was made by a party in the regular course of business, and that
any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.
Section
30. Force
Majeure.
The
Custodian shall not be responsible for delays or failures in performance
resulting from acts beyond its control. Such acts shall include, without
limitation, acts of God, strikes, lockouts, riots, acts of war or terrorism,
epidemics, nationalization, expropriation, currency restrictions, governmental
regulations adopted after the date of this Agreement, fire, communication line
failures, computer viruses, power failures, earthquakes or other disasters
of a
similar nature to the foregoing.
Section
31. Limitations
on the Responsibilities of the Custodian.
i) |
Except
as provided herein, the Custodian shall be under no duty or obligation
to
inspect, review or examine the Custodial Files to determine that
the
contents thereof are appropriate for the represented purpose or that
they
have been actually recorded or that they are other than what they
purport
to be on their face.
|
ii) |
The
Custodian shall not be responsible for preparing or filing any reports
or
returns relating to federal, state or local income taxes with respect
to
this Agreement, other than for the Custodian’s compensation or for
reimbursement of expenses.
|
iii) |
The
Custodian shall not be responsible or liable for, and makes no
representation or warranty with respect to, the validity, adequacy
or
perfection of any lien upon or security interest in any Custodial
File.
|
iv) |
Any
other provision of this Agreement to the contrary notwithstanding,
the
Custodian shall have no notice, and shall not be bound by any of
the terms
and conditions of any other document or agreement executed or delivered
in
connection with, or intended to control any part of, the transactions
anticipated by or referred to in this Agreement unless the Custodian
is a
signatory party to that document or agreement. Notwithstanding the
foregoing sentence, the Custodian shall be deemed to have notice
of the
terms and conditions (including without limitation definitions not
otherwise set forth in full in this Agreement) of other documents
and
agreements executed or delivered in connection with, or intended
to
control any part of, the transactions anticipated by or referred
to in
this Agreement, to the extent such terms and provisions are referenced,
or
are incorporated by reference, into this Agreement only as long as
the
Custodian shall have been provided a copy of any such document or
agreement.
|
v) |
The
duties and obligations of the Custodian shall only be such as are
expressly set forth in this Agreement or as set forth in a written
amendment to this Agreement executed by the parties hereto or their
successors and assigns. In the event that any provision of this Agreement
implies or requires that action or forbearance be taken by a party,
but is
silent as to which party has the duty to act or refrain from acting,
the
parties agree that the Custodian shall not be the party required
to take
the action or refrain from acting. In no event shall the Custodian
have
any responsibility to ascertain or take action except as expressly
provided herein.
|
vi) |
Nothing
in this Agreement shall be deemed to impose on the Custodian any
duty to
qualify to do business in any jurisdiction, other
than
(i) any jurisdiction where any Custodial File is or may be held by
the
Custodian from time to time hereunder, and (ii) any jurisdiction
where its
ownership of property or conduct of business requires such qualification
and where failure to qualify could have a material adverse effect
on the
Custodian or its property or business or on the ability of the Custodian
to perform its duties hereunder.
|
vii) |
The
Custodian may consult with counsel selected by the Custodian with
regard
to legal questions arising out of or in connection with this Agreement,
and the written opinion of such counsel shall be full and complete
authorization and protection in respect of any action reasonably
taken,
omitted or suffered by the Custodian in good faith and in accordance
therewith.
|
viii) |
No
provision of this Agreement shall require the Custodian to expend
or risk
its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of
any of
its rights and powers, if, in its sole judgment, it shall believe
that
repayment of such funds or adequate indemnity against such risk or
liability is not assured to it.
|
ix) |
The
Custodian shall have no duty to ascertain whether or not each amount
or
payment has been received by the Trustee or any third
person.
|
Section
32. Binding
Arbitration.
Upon
demand of any party hereto, whether made before or after institution of any
judicial proceeding, any dispute, claim or controversy arising out of, connected
with or relating to this Agreement (“Disputes”), between or among parties hereto
shall be resolved by binding arbitration as provided herein. Institution of
a
judicial proceeding by a party does not waive the right of that party to demand
arbitration hereunder. Disputes may include, without limitation tort claims,
counterclaims, claims brought as class actions or claims concerning any aspect
of the past, present or future relationships arising out of or connected with
this Agreement. Arbitration shall be conducted under and governed by the
Commercial Financial Disputes Arbitration Rules (the “Arbitration Rules”) of the
American Arbitration Association and Title 9 of the U.S. Code. All arbitration
hearings shall be conducted in New York, New York. The expedited procedures
set
forth in Rule 51, et
seq.
of the
Arbitration Rules shall be applicable to claims of less than $1,000,000. All
applicable statutes of limitation shall apply to any Dispute. A judgment upon
the award may be entered in any court having jurisdiction. The panel from which
all arbitrators are selected shall be comprised of licensed attorneys. The
single arbitrator selected for expedited procedure shall be a retired judge
from
the highest court of general jurisdiction, state or federal, of the state where
the hearing will be conducted.
Section
33. Intent
of the Parties; Reasonableness.
The
parties hereto acknowledge and agree that the purpose of Sections 5(b), 5(c),
5(d), 33, 34 and 35 is to facilitate compliance by the Depositor with the
provisions of Regulation AB and related rules and regulations of the Commission.
The Depositor shall not exercise its right to request delivery of information
or
other performance under these provisions other than in good faith, or for
purposes other than compliance with the Securities Act, the Exchange Act and
the
rules and regulations of the Commission under the Securities Act and the
Exchange Act. Each of the parties hereto acknowledges that interpretations
of
the requirements of Regulation AB may change overtime, whether due to
interpretive guidance provided by the Commission or its staff, consensus among
participants in the mortgage-backed securities markets, advice of counsel,
or
otherwise, and agrees to comply with requests made by the Depositor in good
faith for delivery of information under these provisions on the basis of
evolving interpretations of Regulation AB. The Custodian shall cooperate
reasonably with the Depositor to deliver to the Depositor (including any of
its
assignees or designees), any and all disclosure, statements, reports,
certifications, records and any other information necessary in the reasonable,
good faith determination of the Depositor to permit the Depositor to comply
with
the provisions of Regulation AB.
Section
34. Additional
Representations and Warranties of the Custodian.
(a) The
Custodian shall be deemed to represent to the Depositor as of the date hereof
and on each date on which information is provided to the Trustee under Section
35 that, except as disclosed in writing to the Depositor prior to such date:
(i)
there are no aspects of its financial condition that could have a material
adverse effect on the performance by it of its Custodian obligations under
this
Custodial Agreement or any other securitization transaction as to which it
is
the custodian; (ii) there are no material legal or governmental proceedings
pending (or known to be contemplated) against it; and (iii) there are no
affiliations, relationships or transactions relating to the Custodian with
respect to the Depositor or any sponsor, issuing entity, servicer, originator,
significant obligor, enhancement or support provider or other material
transaction party (as such terms are used in Regulation AB) relating to the
securitization transaction contemplated by the Pooling and Servicing Agreement,
as identified by the Depositor to the Custodian in writing as of the Closing
Date (each, a “Transaction Party”).
(b) If
so
requested by the Depositor on any date following the Closing Date, the Custodian
shall, within five Business Days following such request, confirm in writing
the
accuracy of the representations and warranties set forth in paragraph (a) of
this Section or, if any such representation and warranty is not accurate as
of
the date of such confirmation, provide reasonably adequate disclosure of the
pertinent facts, in writing, to the requesting party. Any such request from
the
Depositor shall not be given more than once each calendar quarter, unless the
Depositor shall have a reasonable basis for a determination that any of the
representations and warranties may not be accurate.
Section
35. Additional
Information to Be Provided by the Custodian.
For
so
long as the Trust is subject to the reporting obligations under the Exchange
Act, for the purpose of satisfying the Depositor’s reporting obligation under
the Exchange Act with respect to any class of publicly offered Certificates,
the
Custodian shall (a) notify the Depositor in writing of any material litigation
or governmental proceedings pending against the Custodian that would be material
to Certificateholders, and (b) provide to the Depositor and Trustee a written
description of such proceedings. Any notices and descriptions required under
this Section 35 shall be given no later than five Business Days prior to the
Determination Date following the month in which the Custodian has knowledge
of
the occurrence of the relevant event. As of the date the Trustee files each
Report on Form 10-D or Form 10-K with respect to the Certificates, the Custodian
will be deemed to represent that any information previously provided under
this
Section 35, if any, is materially correct and does not have any material
omissions unless the Custodian has provided an update to such
information.
IN
WITNESS WHEREOF, the Trustee and the Custodian have caused their names to be
duly signed hereto by their respective officers thereunto duly authorized,
all
as of the date first above written.
U.S.
BANK NATIONAL ASSOCIATION,
not
in its individual capacity but solely as Trustee under the Pooling
and
Servicing Agreement for Home Equity Mortgage Pass-Through Certificates,
Series 2006-4
|
|
By:
|
|
Name:
|
|
Title:
|
|
LASALLE
BANK NATIONAL ASSOCIATION,
as
Custodian
|
|
By:
|
|
Name:
|
|
Title:
|
Acknowledged
and agreed
SELECT
PORTFOLIO SERVICING, INC.
|
|
By:
|
|
Name:
|
|
Title:
|
|
OCWEN
LOAN SERVICING, LLC
|
|
By:
|
|
Name:
|
|
Title:
|
EXHIBIT
1
TRUST
RECEIPT AND INITIAL CERTIFICATION
August
30,
2006
U.S.
Bank
National Association
as
Trustee under the Pooling and Servicing Agreement
Home
Equity Mortgage Pass-Through Certificates Series 0000-0
Xx.
Xxxx,
XX 00000-0000
Attention:
Corporate Trust - Structured Finance Ref: HEMT 2006-4
Re: |
Custodial
Agreement, dated as of August 1, 2006, between U.S. Bank National
Association
as Trustee, and LaSalle Bank National Association, as
Custodian
|
Ladies
and Gentlemen:
In
accordance with the provisions of Section 4 of the above referenced Custodial
Agreement, the undersigned, as the Custodian, hereby certifies as to each
[Initial Mortgage Loan] [Subsequent Mortgage Loan] in the Mortgage Loan Schedule
that (i) it has received the original Mortgage Note and Assignment of Mortgage
with respect to each Mortgage Loan identified on the Mortgage Loan Schedule
attached hereto as Exhibit
A
and (ii)
such Mortgage Note has been reviewed by it and appears regular on its face
and
relates to such Mortgage Loan. The Custodian makes no representations as to
(i)
the validity, legality, enforceability, sufficiency, due authorization or
genuineness of any of the documents contained in each Custodial File or of
any
of the Mortgage Loans or (ii) the collectability, insurability, effectiveness
or
suitability of any such Mortgage Loan.
The
Custodian hereby confirms that it is holding each such Mortgage Note, Assignment
of Mortgage and Assignment of Note as agent and bailee of, and custodian for
the
exclusive use and benefit, and subject to the sole direction, of the Trustee
pursuant to the terms and conditions of the Custodial Agreement.
This
Trust Receipt and Initial Certification is not divisible or
negotiable.
The
Custodian will accept and act on instructions with respect to the Mortgage
Loans
subject hereto upon surrender of this Trust Receipt and Initial Certification
at
its office at 0000 Xxxxx Xxxx, Xxxxx 000, Xxx Xxxxx Xxxxxxx, Xxxxxxxx 00000,
Attention: Document Custodian.
Capitalized
terms used herein shall have the meaning ascribed to them in the Custodial
Agreement.
LASALLE
BANK NATIONAL ASSOCIATION,
as
Custodian
|
|
By:
|
|
Name:
|
|
Title:
|
|
Date:
|
EXHIBIT
2
TRUST
RECEIPT AND FINAL CERTIFICATION
Trust
Receipt #__________
Cut-off
Date Principal Balance $__________
U.S.
Bank
National Association
as
Trustee under the Pooling and Servicing Agreement
Home
Equity Mortgage Pass-Through Certificates Series 0000-0
Xx.
Xxxx,
XX 00000-0000
Attention:
Corporate Trust - Structured Finance Ref: HEMT 2006-4
Re:
|
Custodial
Agreement, dated as of August 1, 2006, between U.S. Bank National
Association, as Trustee, and LaSalle Bank National Association as
Custodian
|
Ladies
and Gentlemen:
In
accordance with the provisions of Section 6 of the above referenced Custodial
Agreement, the undersigned, as the Custodian, hereby certifies that as to each
Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage
Loan
paid in full or any Mortgage Loan listed on the attachment hereto) it has
reviewed the Custodial Files and has determined that (i) all documents required
to be delivered to it pursuant to Sections 2(i)-(ix) of the Custodial Agreement
are in its possession; (ii) such documents have been reviewed by it and appear
regular on their face and related to such Mortgage Loan; (iii) all Assignments
of Mortgage or intervening assignments of mortgage, as applicable, have been
submitted for recording in the jurisdictions in which recording is necessary;
and (iv) each Mortgage Note has been endorsed as provided in Section 2(i) of
the
Custodial Agreement and each Mortgage has been assigned in accordance with
Section 2(iii) of the Custodial Agreement. The Custodian makes no
representations as to (i) the validity, legality, enforceability, sufficiency,
due authorization or genuineness of any of the documents contained in each
Custodial File or of any of the Mortgage Loans or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage
Loan.
The
Custodian hereby confirms that it is holding each such Custodial File as agent
and bailee of, and custodian for the exclusive use and benefit, and subject
to
the sole direction, of Trustee pursuant to the terms and conditions of the
Custodial Agreement.
This
Trust Receipt and Final Certification is not divisible or
negotiable.
The
Custodian will accept and act on instructions with respect to the Mortgage
Loans
subject hereto upon surrender of this Trust Receipt and Final Certification
at
its office at 0000 Xxxxx Xxxx, Xxxxx 000, Xxx Xxxxx Xxxxxxx, Xxxxxxxx 00000,
Attention: Document Custodian.
Capitalized
terms used herein shall have the meaning ascribed to them in the Custodial
Agreement.
LASALLE
BANK NATIONAL ASSOCIATION,
as
Custodian
|
|
By:
|
|
Name:
|
|
Title:
|
EXHIBIT
3
REQUEST
FOR RELEASE OF DOCUMENTS AND RECEIPT
To:
[Address]
Re:
|
Custodial
Agreement, dated as of August 1, 2006, between U.S. Bank National
Association, as Trustee, and LaSalle Bank National Association,
as Custodian
|
In
connection with the administration of the Mortgage Loans held by you as the
Custodian on behalf of the Trustee, we request the release, and acknowledge
receipt, of the (Custodial File/[specify documents]) for the Mortgage Loan
described below, for the reason indicated.
Mortgagor’s
Name Address & Zip Code:
Mortgage
Loan Number:
Reason
for Requesting Documents (check
one)
____ 1. Mortgage
Loan Paid in Full. (The Trustee or the related Servicer of such Mortgage Loan
hereby certifies that all amounts received in connection therewith have been
credited to the account of the Trustee or the related Servicer.)
____ 2. Mortgage
Loan Liquidated By ____________________________ (The Trustee or the related
Servicer of such Mortgage Loan hereby certifies that all proceeds of
foreclosure, insurance, condemnation or other liquidation have been finally
received and credited to the account of the Trustee or the related
Servicer.)
____ 3. Mortgage
Loan in Foreclosure
____ 4. Other
(explain)
If
box 1
or 2 above is checked, and if all or part of the Custodial File was previously
released to us, please release to us our previous request and receipt on file
with you, as well as any additional documents in your possession relating to
the
specified Mortgage Loan.
If
box 3
or 4 above is checked, upon our return of all of the above documents to you
as
the Custodian, please acknowledge your receipt by signing in the space indicated
below, and returning this form.
SELECT
PORTFOLIO SERVICING, INC.
as
a Servicer
|
|
By:
|
|
Name:
|
|
Title:
|
|
Date:
|
|
OCWEN
LOAN SERVICING, LLC
as
a Servicer
|
|
By:
|
|
Name:
|
|
Title:
|
|
Date:
|
Acknowledgment
of Documents returned to the Custodian:
LASALLE
BANK NATIONAL ASSOCIATION,
as
Custodian
|
|
By:
|
|
Name:
|
|
Title:
|
|
Date:
|
EXHIBIT
4
AUTHORIZED
REPRESENTATIVES OF THE SERVICERS
SELECT
PORTFOLIO SERVICING, INC.
NAME
|
SPECIMEN
SIGNATURE
|
|
OCWEN
LOAN SERVICING, LLC
NAME
|
SPECIMEN
SIGNATURE
|
|
EXHIBIT
5
SCHEDULE
OF MORTGAGE LOANS
[ATTACHED
AS SCHEDULE I TO THE POOLING AND SERVICING AGREEMENT]
EXHIBIT
6
LASALLE
BANK N.A.
COLLATERAL
SERVICES GROUP
SCHEDULE
OF FEES
Credit
Suisse First Boston Financial Corporation
DLJ
MORTGAGE CAPITAL INC.
July
17,
2001
Release/Reinstatement
Fee
|
$2.50
per file
|
This
fee applies to servicing releases and sales.
|
|
Release
Rejection
|
$1.00
per rejection
|
Internal
Transfer
|
$1.00
per file
|
Document
Deposits
|
$1.00
per document/packet
|
Document
Rejection
|
$1.50
per document/packet
|
This
fee will apply when LaSalle is no longer in possession of the collateral
file because the loan has been forwarded to the investor or
servicer.
|
|
Safekeeping
and Storage
|
$0.12
per file, per month
|
Photocopies
|
$1.00
per file pull fee
$0.25
per page copied
|
Faxes
|
$1.00
per page + file pull fee
|
Endorsements
|
$0.50
per endorsement
|
Auditors/Due
Diligence
|
$1.00
per file pulled & re-filed
$500
per day conference room
reservation.
|
Fee
applies only for bulk sale reviews and customer reviews. Fee does
not
apply to LaSalle’s internal audit and annual IPA
audit.
|
Miscellaneous
Expenses
|
At
Cost
|
Miscellaneous
expenses include but are not limited to legal fees, postage, overnight
xxxxxx services, supplies etc.
|
|
Data
Conversion/Formatting
|
$50.00
per hour rounded up to the
next
full hour.
|
LaSalle
will provide customer with a detailed statement reflecting activity in the
customer’ s account as of the 20th of each month. Payment for services is due
within thirty days of receipt of invoice. Acceptable forms of payment is a
check
made payable to LaSalle Bank National Association or wired funds sent according
to the instructions attached.
This
Fee
Schedule will remain unchanged for one year from the date of execution and
is
subject to annual adjustments thereafter.
Agreed
and Accepted this ______day of ________, 2001.
By: _________________________________________
Title: ________________________________________
By: _________________________________________
Title: ________________________________________
EXHIBIT
7
SERVICING
CRITERIA TO BE ADDRESSED IN REPORT ON ASSESSMENT OF COMPLIANCE
The
assessment of compliance to be delivered by the Custodian shall address, at
a
minimum, the criteria identified as below as “Applicable Servicing
Criteria”:
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|
Reference
|
Criteria
|
|
General
Servicing Considerations
|
||
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the mortgage loans are maintained.
|
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
|
Cash
Collection and Administration
|
||
1122(d)(2)(i)
|
Payments
on mortgage loans are deposited into the appropriate custodial
bank
accounts and related bank clearing accounts no more than two business
days
following receipt, or such other number of days specified in the
transaction agreements.
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities
related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their
original
identification, or such other number of days specified in the transaction
agreements.
|
|
Investor
Remittances and Reporting
|
||
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission,
are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of mortgage loans serviced by the
Servicer.
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with
timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the
Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
|
Pool
Asset Administration
|
||
1122(d)(4)(i)
|
Collateral
or security on mortgage loans is maintained as required by the
transaction
agreements or related mortgage loan documents.
|
X
|
1122(d)(4)(ii)
|
Mortgage
loan and related documents are safeguarded as required by the transaction
agreements
|
X
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements.
|
|
1122(d)(4)(iv)
|
Payments
on mortgage loans, including any payoffs, made in accordance with
the
related mortgage loan documents are posted to the Servicer’s obligor
records maintained no more than two business days after receipt,
or such
other number of days specified in the transaction agreements, and
allocated to principal, interest or other items (e.g., escrow)
in
accordance with the related mortgage loan documents.
|
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the mortgage loans agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor’ s mortgage loans (e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period
a mortgage
loan is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent mortgage loans including, for
example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
|
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for mortgage loans with variable
rates are computed based on the related mortgage loan
documents.
|
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s mortgage loan
documents, on at least an annual basis, or such other period specified
in
the transaction agreements; (B) interest on such funds is paid,
or
credited, to obligors in accordance with applicable mortgage loan
documents and state laws; and (C) such funds are returned to the
obligor
within 30 calendar days of full repayment of the related mortgage
loans,
or such other number of days specified in the transaction
agreements.
|
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set
forth in
the transaction agreements.
|
EXHIBIT
R-2
FORM
OF
CUSTODIAL AGREEMENT FOR XXXXX FARGO BANK, N.A.
THIS
CUSTODIAL AGREEMENT (the “Custodial Agreement”), dated as of August 1, 2006 by
and between U.S.
BANK
NATIONAL ASSOCIATION,
a
national banking association organized under the laws of the United States
(the
“Trustee”), having an address at 00 Xxxxxxxxxx Xxxxxx, Xx. Xxxx, XX 00000, not
individually, but solely as trustee under the Pooling and Servicing Agreement
for the Credit Suisse First Boston Mortgage Securities Corp., Home Equity
Mortgage Trust 2006-4, Home Equity Mortgage Pass-Through Certificates, Series
2006-4 (the “Trust”), and XXXXX FARGO BANK, N.A., a national banking association
having an address at 0000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxxx, XX 00000, as
custodian (the “Custodian”).
W
I T
N E S S E T H
WHEREAS,
Credit Suisse First Boston Mortgage Securities Corp. (the “Depositor”) has
agreed to transfer certain conventional fixed-rate mortgage loans (the “Mortgage
Loans” ) to the Trustee, pursuant to the terms and conditions of the Pooling and
Servicing Agreement, dated August 1, 2006 (the “Pooling and Servicing
Agreement”), among DLJMC, as seller (the “Seller” ), Select Portfolio Servicing,
Inc., as a servicer (“SPS”), Ocwen Loan Servicing, LLC, as a servicer (“Ocwen”
and together with SPS, the “Servicers”), the Trustee and the Depositor;
and
WHEREAS,
the Servicers are to service the Mortgage Loans pursuant to the terms and
conditions of the Pooling and Servicing Agreement, and the Trustee will retain
record title to the Mortgage Loans; and
WHEREAS,
the Custodian is a national banking association and is otherwise authorized
to
act as Custodian pursuant to this Custodial Agreement; and
NOW
THEREFORE, in consideration of the mutual undertakings herein expressed, the
parties hereto hereby agree as follows:
Section
1. Definitions.
Capitalized
terms used but not defined herein shall have the meanings assigned to them
in
the Pooling and Servicing Agreement, a copy of which has been received by the
Custodian.
Agreement:
This
Custodial Agreement and all amendments, attachments and supplements
hereto.
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, or the city in which the
Corporate Trust Office of the Trustee is located, or savings and loan
institutions located in the States of Minnesota, New Jersey, Florida or Utah
are
authorized or obligated by law or executive order to be closed.
Closing
Date:
August
30, 2006.
Commission:
The
United States Securities and Exchange Commission.
Custodian:
Xxxxx
Fargo Bank, N.A., or its successor in interest or assigns, or any successor
to
the Custodian under this Custodial Agreement as herein provided.
Custodial
File:
As to
each Mortgage Loan, any mortgage loan documents which are delivered to the
Custodian or which at any time come into the possession of the Custodian as
set
forth in Section 2 of this Custodial Agreement.
Delivery
Date:
The
date which occurs five (5) Business Days prior to the Closing Date or any
Subsequent Transfer Date, as applicable, or such other date as mutually agreed
upon by the Depositor, Trustee and the Custodian.
Exchange
Act:
The
Securities Exchange Act of 1934, as amended.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
MERS
Mortgage Loan:
Any
Mortgage Loan registered with MERS on the MERS System.
MERS®
System:
The
system of recording transfers of Mortgages electronically maintained by
MERS.
MIN:
The
Mortgage Identification Number for 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.
Mortgage
Loan:
The
mortgage loan relating to each Custodial File sold, assigned or transferred
pursuant to this Custodial Agreement and identified on the Mortgage Loan
Schedule attached hereto as Exhibit
5,
as such
Mortgage Loan Schedule may be supplemented from time to time.
Mortgage
Loan Schedule:
The
schedule attached hereto as Exhibit 5, as such Mortgage Loan Schedule may be
supplemented from time to time.
Regulation
AB:
Subpart
229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
Securities
Act:
The
Securities Act of 1933, as amended.
Servicers:
The
Servicers under the Pooling and Servicing Agreement as therein
provided.
Subcontractor:
Any
vendor, subcontractor or other
person
that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities market) of the
Mortgage Loans but performs one or more discrete functions identified in Item
1122(d) of Regulation AB with respect to the Mortgage Loans under the direction
or authority of the Custodian.
Trustee:
U.S.
Bank National Association, in its capacity as Trustee under the Pooling and
Servicing Agreement or its assigns.
Trust
Receipt:
Either
a Trust Receipt and Initial Certification or a Trust Receipt and Final
Certification.
Trust
Receipt and Initial Certification:
A trust
receipt and initial certification as to each Mortgage Loan, which Trust Receipt
and Initial Certification is delivered to the Trustee by the Custodian in the
form annexed hereto as Exhibit 1.
Trust
Receipt and Final Certification:
A trust
receipt and final certification as to each Mortgage Loan, which Trust Receipt
and Final Certification is delivered to the Trustee by the Custodian in the
form
annexed hereto as Exhibit 2.
Section
2. Delivery
of Custodial Files.
The
Depositor will deliver and release or cause to be delivered and released to
the
Custodian on the Delivery Date the following original documents pertaining
to
each of the Mortgage Loans identified in the related Mortgage Loan
Schedule:
The
Depositor will deliver and release or cause to be delivered and released to
the
Custodian on the Delivery Date the following original documents pertaining
to
each of the Mortgage Loans identified in the related Mortgage Loan
Schedule:
i.) the
electronic Mortgage Loan Schedule;
ii.) the
original Mortgage Note of the Mortgagor in the name of the Trustee or endorsed
“Pay to the order of ________________ without recourse” and signed in the name
of the last named endorsee by an authorized officer, together with all
intervening endorsements showing a complete chain of endorsements from the
originator of the related Mortgage Loan to the last endorsee or with respect
to
any Lost Mortgage Note (as such term is defined in the Pooling and Servicing
Agreement), a lost note affidavit stating that the original Mortgage Note was
lost or destroyed, together with a copy of such Mortgage Note;
iii.) for
each
Mortgage Loan that is not a MERS Mortgage Loan, the original Mortgage bearing
evidence that such instruments have been recorded in the appropriate
jurisdiction where the Mortgaged Property is located as determined by DLJMC
(or,
in lieu of the original of the Mortgage or the assignment thereof, a duplicate
or conformed copy of the Mortgage or the instrument of assignment, if any,
together with a certificate of receipt from the Seller or the settlement agent
who handled the closing of the Mortgage Loan, certifying that such copy or
copies represent true and correct copy(ies) of the original(s) and that such
original(s) have been or are currently submitted to be recorded in the
appropriate governmental recording office of the jurisdiction where the
Mortgaged Property is located) or a certification or receipt of the recording
authority evidencing the same and in the case of each MERS Mortgage Loan, the
original Mortgage, noting the presence of the MIN of the related Mortgage Loan
and either language indicating that the Mortgage Loan is a MOM Loan if the
Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at
origination, the original Mortgage and the assignment thereof to MERS, with
evidence of recording indicated thereon or a copy of the Mortgage certified
by
the public recording office in which such Mortgage has been
recorded;
iv.) for
each
Mortgage Loan that is not a MERS Mortgage Loan, the original Assignment of
Mortgage, in blank, which assignment appears to be in form and substance
acceptable for recording and, in the event that the related Seller acquired
the
Mortgage Loan in a merger, the assignment must be by “[Seller], successor by
merger to [name of predecessor]”, and in the event that the Mortgage Loan was
acquired or originated by the related Seller while doing business under another
name, the assignment must be by “[Seller], formerly known as [previous
name]”;
v.) for
each
Mortgage Loan, at any time that such Mortgage Loan is not a MERS Mortgage Loan,
the originals of all intervening Assignments of Mortgage not included in (iii)
above showing a complete chain of assignment from the originator of such
Mortgage Loan to the Person assigning the Mortgage to the Trustee, including
any
warehousing assignment, with evidence of recording on each such Assignment
of
Mortgage (or, in lieu of the original of any such intervening assignment, a
duplicate or conformed copy of such intervening assignment together with a
certificate of receipt from the related Seller or the settlement agent who
handled the closing of the Mortgage Loan, certifying that such copy or copies
represent true and correct copy(ies) of the original(s) and that such
original(s) have been or are currently submitted to be recorded in the
appropriate governmental recording office of the jurisdiction where the
Mortgaged Property is located) or a certification or receipt of the recording
authority evidencing the same;
vi.) an
original of any related security agreement (if such item is a document separate
from the Mortgage) and the originals of any intervening assignments thereof
showing a complete chain of assignment from the originator of the related
Mortgage Loan to the last assignee;
vii.) an
original assignment of any related security agreement (if such item is a
document separate from the Mortgage) executed by the last assignee in
blank;
viii.) the
originals of any assumption, modification, extension or guaranty agreement
with
evidence of recording thereon, if applicable (or, in lieu of the original of
any
such agreement, a duplicate or conformed copy of such agreement together with
a
certificate of receipt from the related Seller or the settlement agent who
handled the closing of the Mortgage Loan, certifying that such copy(ies)
represent true and correct copy(ies) of the original(s) and that such
original(s) have been or are currently submitted to be recorded in the
appropriate governmental recording office of the jurisdiction where the
Mortgaged Property is located), or a certification or receipt of the recording
authority evidencing the same;
ix.) if
the
Mortgage Note or Mortgage or any other document or instrument relating to the
Mortgage Loan has been signed by a person on behalf of the Mortgagor, the
original power of attorney or other instrument that authorized and empowered
such person to sign bearing evidence that such instrument has been recorded,
if
so required, in the appropriate jurisdiction where the Mortgaged Property is
located as determined by DLJMC (or, in lieu thereof, a duplicate or conformed
copy of such instrument, together with a certificate of receipt from the related
Seller or the settlement agent who handled the closing of the Mortgage Loan,
certifying that such copy(ies) represent true and complete copy(ies)of the
original(s) and that such original(s) have been or are currently submitted
to be
recorded in the appropriate governmental recording office of the jurisdiction
where the Mortgaged Property is located) or a certification or receipt of the
recording authority evidencing the same; and
x.) in
the
case of the First Mortgage Loans, the original mortgage title insurance policy,
or if such mortgage title insurance policy has not yet been issued, an original
or copy of a marked-up written commitment or a pro forma title insurance policy
marked as binding and countersigned by the title insurance company or its
authorized agent either on its face or by an acknowledged closing instruction
or
escrow letter.
In
the
event that, pursuant to the Pooling and Servicing Agreement, an Officer’s
Certificate of the Seller is delivered to the Trustee because of a delay caused
by the public recording office in returning any recorded document, the Trustee
shall deliver such Officer’s Certificate to the Custodian. The Trustee shall
direct the Custodian to deliver written notice to each Rating Agency, as such
term is defined in the Pooling and Servicing Agreement, within 360 days from
the
Closing Date indicating each Mortgage (a) which has not been returned by the
appropriate recording office or (b) as to which there is a dispute as to
location or status of such Mortgage. Such notice shall be delivered every 90
days thereafter until the related Mortgage is returned to the
Custodian.
From
time
to time, the Servicers shall forward or shall cause to be forwarded to the
Custodian additional original documents, additional documents evidencing an
assumption, modification, consolidation or extension of a Mortgage Loan approved
by the related Servicer of such Mortgage Loan, in accordance with the terms
of
the Pooling and Servicing Agreement. All such mortgage documents held by the
Custodian as to each Mortgage Loan shall constitute the “Custodial File”. From
time to time, the Trustee shall instruct or cause the instruction of the
Custodian to deliver certain mortgage documents to the Trustee for assignment
and recordation.
Within
thirty (30) days of the Closing Date with regard to the Initial Mortgage Loans
and the related Subsequent Transfer Date with regard to the Subsequent Mortgage
Loans, in either case that are not MOM Loans and for which the related Mortgaged
Properties are located in jurisdictions specifically excluded by the Opinion
of
Counsel delivered to the Trustee pursuant to Section 2.01 of the Pooling and
Servicing Agreement, the Trustee (at the expense of DLJ Mortgage Capital, Inc.,
referred to in the Pooling and Servicing Agreement as DLJMC, the seller of
the
Mortgage Loans) shall (i) affix the Trustee’s name to each Assignment of
Mortgage, as the assignee thereof, (ii) cause such Assignment of Mortgage to
be
completed in proper form for recording in the appropriate public office for
real
property records and (iii) cause to be delivered for recording in the
appropriate public office for real property records the Assignments of Mortgages
to the Trustee, except that, with respect to any Assignment of Mortgage as
to
which the Trustee has not received the information required to prepare such
Assignment of Mortgage in recordable form, the Trustee’s obligation to do so and
to deliver the same for such recording shall be as soon as practicable after
receipt of such information and in any event within thirty (30) days after
the
receipt thereof. The Custodian shall maintain a copy of each such assignment
in
the Custodial File. DLJMC shall be responsible for the fees and expenses of
the
Trustee in connection with this paragraph.
At
least
24 hours prior to delivery of the Mortgage Loans, the Depositor will provide
or
cause to be provided to the Custodian, via electronic transmission, a list
of
all the Mortgage Loans and their related data fields including loan ID,
Mortgagor name, mortgaged property address, mortgage rate, maturity date, and
original principal balance of each such Mortgage Loan. This data shall be
delivered to the Custodian in an acceptable format that can be easily uploaded
to the Custodian’s system. A hard copy of the Mortgage Loan Schedule will be
delivered to the Custodian at the time of delivery to the Custodian of such
documents related to the Mortgage Loans identified in such Mortgage Loan
Schedule.
Section
3. Custodian
as Bailee.
The
Custodian hereby acknowledges that it is, and agrees to act as, bailee for
the
Trustee and is holding each Custodial File delivered to it in trust for the
Trustee.
Section
4. Trust
Receipt and Initial Certification of the Custodian.
(a) No
later
than 1:00 p.m. Eastern Time on the Closing Date or Subsequent Transfer Date,
as
applicable, the Custodian shall deliver to the Trustee a Trust Receipt and
Initial Certification certifying, subject to any exceptions noted thereon,
as to
each Initial Mortgage Loan or Subsequent Mortgage Loan, as applicable, on the
Mortgage Loan Schedule, (i) receipt of the original Mortgage Note and Assignment
of Mortgage and (ii) that the Mortgage Note has been reviewed by the Custodian
and appears regular on its face and relates to such Mortgage Loan.
(b) Upon
the
written directions of the Trustee, and upon the prior tender by the Trustee
of
an applicable trust receipt or trust receipts (including any related Trust
Receipt and Final Certification that has been issued), the Custodian shall
deliver all or any portion of the related Custodial Files held by it pursuant
to
such Trust Receipt to the Trustee, or to such other party designated by such
Trustee in such written direction, and to the place indicated in any such
written direction from the Trustee. If such delivery is for less than all of
the
Custodial Files held by the Custodian with respect to such Trust Receipt (and
a
Trust Receipt and Final Certification has been issued), the Custodian shall
deliver to the Trustee a new Trust Receipt and Final Certification with respect
to the related Custodial Files retained by the Custodian. Each Trust Receipt
(including any Trust Receipt and Final Certification) surrendered shall be
canceled by the Custodian.
Section
5. Obligations
of the Custodian.
(a) With
respect to the Mortgage Note, the Mortgage and the Assignment of Mortgage and
other documents constituting each Custodial File which is delivered to the
Custodian or which come into the possession of the Custodian, the Custodian
is
the custodian for the Trustee exclusively. The Custodian shall hold all mortgage
documents received by it constituting the Custodial File for the exclusive
use
and benefit of the Trustee, and shall make disposition thereof only in
accordance with this Custodial Agreement and the instructions furnished by
the
Trustee. The Custodian shall segregate and maintain continuous custody of all
mortgage documents constituting the Custodial File in secure and fire-resistant
facilities in accordance with customary standards for such custody. The
Custodian shall not be responsible to verify (i) the validity, legality,
enforceability, sufficiency, due authorization or genuineness of any document
in
the Custodial File or of any Mortgage Loans or (ii) the collectability,
insurability, effectiveness including the authority or capacity of any Person
to
execute or issue any document in the Custodial File, or suitability of any
Mortgage Loan unless specified otherwise in this Custodial Agreement. The
Custodian shall promptly report to the Trustee any failure on its part to hold
the Custodial Files and maintain its accounts, records and computer systems
as
herein provided and promptly take appropriate action to remedy such
failure.
(b) On
or
before March 1st of each calendar year, beginning with March 1, 2007, the
Custodian shall, at its own expense, cause a firm of independent public
accountants (who may also render other services to Custodian), which is a member
of the American Institute of Certified Public Accountants, to furnish to the
Trustee and the Depositor a report to the effect that such firm that attests
to,
and reports on, the assessment made by such asserting party pursuant to Section
5(c) below, which report shall be made in accordance with standards for
attestation engagements issued or adopted by the Public Company Accounting
Oversight Board.
(c) On
or
before March 1st of each calendar year, beginning with March 1, 2007, the
Custodian shall deliver to the Trustee and the Depositor a report regarding
its
assessment of compliance with the applicable servicing criteria identified
in
Exhibit
7
attached
hereto, as of and for the period ending the end of the fiscal year ending no
later than December 31 of the year prior to the year of delivery of the report,
with respect to asset-backed security transactions taken as a whole in which
the
Custodian is performing any of the servicing criteria specified in Exhibit
7
and that
are backed by the same asset type backing such asset-backed securities. Each
such report shall include (a) a statement of the party’s responsibility for
assessing compliance with the servicing criteria applicable to such party,
(b) a
statement that such party used the criteria identified in Item 1122(d) of
Regulation AB (§ 229.1122(d)) to assess compliance with the applicable servicing
criteria, (c) disclosure of any material instance of noncompliance identified
by
such party, and (d) a statement that a registered public accounting firm has
issued an attestation report on such party’s assessment of compliance with the
applicable servicing criteria, which report shall be delivered by the Custodian
as provided in Section 5(b).
(d) The
Custodian has not and shall not engage any Subcontractor which is “participating
in the servicing function” within the meaning of Item 1122 of Regulation AB,
unless the Custodian shall cause such Subcontractor to provide, beginning March
1, 2007, and annually thereafter, a report and a statement of a registered
public accounting firm certifying its compliance with the applicable servicing
criteria in Item 1122(d) of Regulation AB.
Section
6. Final
Certification.
Not
later
than ninety (90) days following (i) the Closing Date and (ii) the end of the
Pre-Funding Period, the Custodian shall ascertain that all documents specified
in Sections 2(i) through (ix) of this Custodial Agreement are in its possession,
and shall deliver to the Trustee a Trust Receipt and Final Certification
certifying, subject to any exceptions noted thereon that, as to each Initial
Mortgage Loan or Subsequent Mortgage Loan, as applicable, listed in the Mortgage
Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan
specifically identified in such certification as not covered by such
certification): (i) all documents required to be delivered to it pursuant to
Sections 2(i)-(ix) of this Custodial Agreement are in its possession; (ii)
such
documents have been reviewed by it (including the information set forth in
items
(i), (iii), (xii) and (xx) with respect to each Mortgage Loan and item (ii)
with
respect to the Mortgage Loans in the aggregate of the Mortgage Loan Schedule)
and appear regular on their face and relate to such Mortgage Loan; (iii) all
Assignments of Mortgage or intervening assignments of mortgage, as applicable,
have been submitted for recording in the jurisdiction in which recording is
necessary; and (iv) each Mortgage Note has been endorsed as provided in Section
2(i) of this Custodial Agreement and each Mortgage has been assigned in
accordance with Section 2(iv) of this Custodial Agreement.
Section
7. Future
Defects.
During
the term of this Custodial Agreement, if the Custodian discovers any defect
with
respect to any Custodial File, the Custodian shall give written specification
of
such defect to the Trustee and the Seller. In accordance with the terms of
the
Pooling and Servicing Agreement, the Seller shall be responsible for completing
or correcting any missing, incomplete or inconsistent documents, and the
Custodian shall not be responsible or liable for taking any such action, causing
the Seller or any other person or entity to do so or notifying any person that
any such action has or has not been taken.
Section
8. Release
for Servicing.
(a) From
time
to time and as appropriate for the foreclosure or servicing of any of the
Mortgage Loans, the Custodian is hereby authorized, upon written receipt, or
in
an electronic format acceptable to the Custodian, from a Servicer of a request
for release of documents and receipt in the form annexed hereto as Exhibit
3,
to
release to such Servicer the related Custodial File or the documents set forth
in such request and receipt to such Servicer. Such Servicer promptly shall
return to the Custodian the Custodial File or other such documents when such
Servicer’s need therefor no longer exists, unless the related Mortgage Loan
shall be liquidated in which case, upon receipt of an additional request for
release of documents and receipt certifying such liquidation from such Servicers
to the Custodian in the form annexed hereto as Exhibit
3,
the
Servicer’s request and receipt submitted pursuant to the first sentence of this
Section 8 shall be released by the Custodian to such Servicer. If the Custodian
fails to release the Custodial File within three (3) business days of receipt
of
the request for release of documents, the Custodian, upon the written request
of
such Servicer, will provide such Servicer with a lost note affidavit and
indemnity; provided, however, that in the event such Custodial File did not
contain an original Mortgage Note and such exception was duly reported on the
document exception report attached to the Trust Receipt and Initial
Certification, the Custodian will not be required to provide a lost note
affidavit and indemnity. The Custodian agrees to indemnify the Trustee for
the
reasonable replacement cost of the file, as well as any actual penalties or
charges resulting from the failure of the Custodian to return the Mortgage
Files
within the time frame described above.
Section
9. Limitation
on Release.
The
foregoing provision respecting release to the Servicers of Custodial Files
and
documents by the Custodian upon requests by the Servicers shall be operative
only to the extent that at any time the Custodian shall not have released to
the
Servicers active Custodial Files or documents (including those requested)
pertaining to more than 15% of the Mortgage Loans in the Mortgage Pool. Any
additional Custodial Files or documents requested to be released by the
Servicers may be released only upon written authorization of the Depositor.
The
limitations of this paragraph shall not apply to the release of Custodial Files
to the Servicers under Section 10 below.
Section
10. Release
for Payment.
Upon
receipt by the Custodian of the Servicers’ request for release of documents and
receipt in the form annexed hereto as Exhibit
3
(which
certification shall include a statement to the effect that all amounts received
in connection with such payment or repurchase have been credited to the
Certificate Account as provided in the Pooling and Servicing Agreement), the
Custodian shall promptly release the related Custodial File to such
Servicer.
Section
11. Fees
of Custodian.
The
Custodian shall charge such fees for its services under this Custodial Agreement
as are set forth in Exhibit
6
hereto,
the payment of which fees (with the exception of conference room fees and
extraordinary time charges, which shall be the obligation of the party
requesting such services), together with the Custodian’s expenses in connection
herewith, shall be solely the obligation of the Trustee. The Trustee’s
obligations set forth in this Section shall survive any termination of this
Agreement and the termination, resignation or removal of the
Custodian.
Section
12. Removal
of Custodian.
The
Trustee with or without cause, may upon at least 60 days’ notice remove and
discharge the Custodian from the performance of its duties under this Custodial
Agreement by written notice from the Trustee to the Custodian. Having given
notice of such removal, the Trustee, promptly shall appoint a successor
Custodian (which may be the Trustee or an affiliate of the Trustee) to act
on
behalf of the Trustee by written instrument, one original counterpart of which
instrument shall be delivered to the Trustee and an original to the successor
Custodian (with a copy delivered to each Servicer), provided that any such
successor Custodian shall meet the criteria set forth in the following
paragraph. In the event of any such removal, the Custodian shall promptly
transfer to the successor Custodian, as directed, all Custodial Files being
administered under this Custodial Agreement. In the event of any such
appointments the Trustee shall be responsible for the fees and expenses of
the
existing and successor Custodian, unless the Custodian shall be removed for
cause, in which case the reasonable cost delivering the Custodial Files shall
be
the responsibility of the removed custodian. If the Trustee removes the
Custodian without cause, the Trustee shall be responsible for payment of all
expenses incurred in the transmission of the Custodial Files to the successor
Custodian and for all applicable release fees of the Custodian.
Any
successor Custodian shall at all times be a corporation or 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 of at least $5,000,000, subject to supervision or
examination by federal or state authority and with a credit rating which would
not cause either of the Rating Agencies to reduce their respective then current
Ratings of the Certificates (or having provided such security from time to
time
as is sufficient to avoid such reduction) as evidenced in writing by each Rating
Agency. If such corporation or association 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 12
the
combined capital and surplus of such corporation or association shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of
condition so published. In case at any time a successor Custodian shall cease
to
be eligible in accordance with the provisions of this Section 12, such successor
Custodian shall resign immediately and be replaced as specified in the previous
paragraph. The entity serving as successor Custodian may have normal banking
and
trust relationships with the Depositor and its affiliates or a Servicer and
its
affiliates; provided, however, that such entity cannot be an affiliate of the
Seller, the Depositor or a Servicer.
Section
13. Transfer
of Custodial Files.
Upon
written request of the Trustee, the Custodian shall release to such Persons
as
the Trustee shall designate the Custodial Files relating to such Mortgage Loans
as the Trustee shall request.
Section
14. Examination
of Custodial Files.
Upon
reasonable prior notice to the Custodian but not less than two (2) Business
Days
notice, the Trustee and its agents, accountants, attorneys, auditors and
designees will be permitted during normal business hours to examine, at the
expense of the Trustee, the Custodial Files, documents, records and other papers
in the possession of or under the control of the Custodian relating to any
or
all of the Mortgage Loans. The Custodial Files shall be maintained the
Custodian’s address provided in Section 23 or at such other location as the
Custodian may designate in writing to the Trustee.
Section
15. Insurance
of Custodian.
At
its
own expense, the Custodian shall maintain at all times during the existence
of
this Custodial Agreement and keep in full force and effect such insurance in
amounts, with standard coverage and subject to deductibles, all as is customary
for insurance typically maintained by banks which act as custodian. The minimum
coverage under any such bond and insurance policies shall be at least equal
to
the corresponding amounts required by FNMA in the FNMA Servicing Guide or by
FHLMC in the FHLMC Company ’s & Servicers’ Guide.
Section
16. Counterparts.
For
the
purpose of facilitating the execution of this Custodial Agreement as herein
provided and for other purposes, this Custodial 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 and be
one
and the same instrument.
Section
17. Periodic
Statements.
Within
10
days of each anniversary of the date of this Custodial Agreement, or upon the
request of the Trustee at any other time, the Custodian shall provide to the
Trustee a list of all the Mortgage Loans and file exceptions for which the
Custodian holds a Custodial File pursuant to this Custodial Agreement and the
Pooling and Servicing Agreement. Such list may be in a mutually agreeable
electronic format.
Section
18. Governing
Law.
THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL
BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section
19. Copies
of Mortgage Documents.
Upon
the
request of the Trustee, acting solely at the direction of a Servicer or a
Certificateholder, the Custodian shall provide, the Trustee or the Servicers
with copies of the Mortgage Notes, Mortgages, Assignments of Mortgage and other
documents relating to one or more of the Mortgage Loans.
Section
20. No
Adverse Interest of Custodian.
By
execution of this Custodial Agreement, the Custodian represents and warrants
that it currently holds, and during the existence of this Custodial Agreement
shall hold, no interest adverse to the Trustee, by way of security or otherwise,
in any Mortgage Loan, and hereby waives and releases any such interest which
it
may have in any Mortgage Loan as of the date hereof.
Section
21. Termination
by Custodian.
The
Custodian may terminate its obligations under this Custodial Agreement upon
at
least 60 days’ prior written notice to the Trustee and the Servicers. In the
event of such termination, the Trustee shall appoint a successor Custodian
and
shall notify the Servicers of such appointment. The payment of such successor
Custodian’s fees and expenses shall be solely the responsibility of the Trustee.
Upon such appointment, the Custodian shall promptly transfer at its expense
to
the successor Custodian, as directed by the Trustee, all Custodial Files being
administered under this Custodial Agreement; provided, however, if the Custodian
terminates this Agreement in part due to nonpayment of Custodian’s fees and
expenses, the cost of transferring the Custodial Files shall be the
responsibility of the Trustee.
Section
22. Term
of Agreement.
Unless
terminated pursuant to Section 12 or Section 21 hereof, this Custodial Agreement
shall terminate upon the final payment or other liquidation (or advance with
respect thereto) of the last Mortgage Loan or the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan,
and the final remittance of all funds due under the Pooling and Servicing
Agreement. In such event all documents remaining in the Custodial Files shall
be
released in accordance with the written instructions of the
Trustee.
Section
23. Notices.
All
demands, notices and communications hereunder shall be in writing and shall
be
deemed to have been duly given when received by the recipient party at the
addresses shown on the first page hereof, and in the case of the Trustee, to
the
attention of U.S. Bank National Association, 00 Xxxxxxxxxx Xxxxxx, Xx. Xxxx,
Xxxxxxxxx 00000, Attention: Corporate Trust - Structured Finance Ref: HEMT
2006-4, and in the case of the Custodian, to the attention of Xxxxx Fargo Bank,
N.A., 0000
Xxxxx Xxxxxx, X.X., Xxxxxxxxxxx, XX 00000,
or at
such other addresses as may hereafter be furnished to the other parties by
like
notice. Any such demand, notice or communication hereunder shall be deemed
to
have been received on the date delivered to or received at the premises of
the
addressee (as evidenced, in the case of registered or certified mail, by the
date noted on the return receipt).
Section
24. Successors
and Assigns.
The
Custodian may assign its rights and obligations under this Agreement, in whole
or in part, to any Affiliate; however, the Custodian agrees to notify Trustee
of
any such assignment. “Affiliate” is defined as any entity that directly or
indirectly is under common control with the Custodian, or is under contract
to
be under common control with Custodian, and shall include a subsidiary or parent
company of the Custodian.
This
Custodial Agreement shall inure to the benefit of the successors and assigns
of
the parties hereto. Any person into which the Custodian may be merged or
converted or with which the Custodian may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Custodian
shall be a party, or any Person succeeding to the business of the Custodian,
shall be the successor of the Custodian hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything to the contrary herein notwithstanding. Any assignee shall forward
a
list of authorized representatives to each party to this Custodial Agreement
pursuant to Section 28 of this Custodial Agreement.
Section
25. Indemnification.
Neither
the Custodian nor any of its directors, affiliates, officers, agents, or
employees, shall be liable for any action taken or omitted to be taken by it
or
them hereunder or in connection herewith in good faith and believed by it or
them to be within the purview of this Custodial Agreement, except for its or
their own negligence, bad faith or willful misconduct. In no event shall the
Custodian or its directors, affiliates, officers, agents, and employees be
held
liable for any special, indirect or consequential damages resulting from any
action taken or omitted to be taken by it or them hereunder or in connection
herewith even if advised of the possibility of such damages. The indemnification
set forth in this section shall survive any termination of this Agreement and
the termination, resignation or removal of the Custodian.
The
Trustee agrees to indemnify and defend, from its own funds, and hold the
Custodian and its directors, affiliates, officers, agents, and employees
harmless against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever, including reasonable attorney’s fees, that may be
imposed on, incurred by, or asserted against it or them in any way relating
to
or arising out of the Trustee’s breach of this Agreement or any action taken or
not taken by it or them hereunder, unless such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
were imposed on, incurred by or asserted against the Custodian because of the
breach by the Custodian of its obligations hereunder, which breach was caused
by
negligence, bad faith or willful misconduct on the part of the Custodian or
any
of its directors, affiliates, officers, agents, or employees. The
indemnification set forth in this section shall survive any termination of
this
Agreement and the termination, resignation or removal of the
Custodian.
The
Custodian agrees to indemnify and defend, from Custodian’s own funds, and hold
the Trustee, DLJMC, the Depositor and their respective directors, affiliates,
officers, agents, and employees harmless against any liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements, including reasonable attorney’s fees, that may be imposed on,
incurred by, or asserted against it or them directly relating to or arising
out
of the Custodian’s breach of this Agreement, negligence, lack of good faith or
willful misconduct, or based upon the engagement of any Subcontractor in
violation of Section 5(d) or any failure by the Custodian to deliver any
information, report, certification, accountants’ letter or other material when
and as required under this Agreement, including any report under Sections 5(b)
or 5(c). The indemnification set forth in this section shall survive any
termination of this Agreement and the termination, resignation or removal of
the
Custodian.
Section
26. Reliance
of Custodian.
In
the
absence of gross negligence or bad faith on the part of the Custodian, the
Custodian may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any data communications,
magnetic tape, request, instructions, certificate, opinion or other document
furnished to the Custodian, reasonably believed by the Custodian to be genuine
and to have been signed or presented by the proper party or parties and
conforming to the requirements of this Custodial Agreement; but in the case
of
any loan document or other request, instruction, document or certificate which
by any provision hereof is specifically required to be furnished to the
Custodian, the Custodian shall be under a duty to examine the same to determine
whether or not it conforms prima
facie
to the
requirements of this Custodial Agreement.
Section
27. Transmission
of Custodial Files.
Written
instructions as to the method of shipment and shipper(s) the Custodian is
directed to utilize in connection with transmission of mortgage files and loan
documents in the performance of the Custodian’s duties hereunder shall be
delivered by the related Servicer to the Custodian prior to any shipment of
any
mortgage files and loan documents hereunder. The Trustee will arrange for the
provision of such services at the reasonable cost and expense of the Trustee
(or, at the Custodian’s option, the Trustee shall reimburse the Custodian for
all costs and expenses incurred by the Custodian consistent with such
instructions). Without limiting the generality of the provisions of Section
25
above, it is expressly agreed that in no event shall the Custodian have any
liability for any losses or damages to any person, including without limitation,
the Trustee arising out of actions of the Custodian consistent with instructions
of the Trustee.
Section
28. Authorized
Representatives.
Each
individual designated as an authorized representative of a Servicer (an
“Authorized Representative”), is authorized to give and receive notices,
requests and instructions and to deliver certificates and documents in
connection with this Custodial Agreement on behalf of the related Servicer,
as
the case may be, and the specimen signature for each such Authorized
Representative of each such Authorized Representative of a Servicer, initially
authorized hereunder, is set forth on Exhibit
4
hereof.
From time to time, the Servicers may, by delivering to the Custodian a revised
exhibit, change the information previously given pursuant to this Section 28,
but each of the parties hereto shall be entitled to rely conclusively on the
then current exhibit until receipt of a superseding exhibit.
Section
29. Reproduction
of Documents.
This
Custodial Agreement and all documents relating thereto except with respect
to
the Custodial File, including, without limitation, (a) consents, waivers and
modifications which may hereafter be executed, and (b) certificates and other
information previously or hereafter furnished, may be reproduced by any
photographic, photostatic, microfilm, microcard, miniature photographic or
other
similar process. The parties agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or not
such
reproduction was made by a party in the regular course of business, and that
any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.
Section
30. Force
Majeure.
The
Custodian shall not be responsible for delays or failures in performance
resulting from acts beyond its control. Such acts shall include, without
limitation, acts of God, strikes, lockouts, riots, acts of war or terrorism,
epidemics, nationalization, expropriation, currency restrictions, governmental
regulations adopted after the date of this Agreement, fire, communication line
failures, computer viruses, power failures, earthquakes or other disasters
of a
similar nature to the foregoing.
Section
31. Limitations
on the Responsibilities of the Custodian.
(i) Except
as
provided herein, the Custodian shall be under no duty or obligation to inspect,
review or examine the Custodial Files to determine that the contents thereof
are
appropriate for the represented purpose or that they have been actually recorded
or that they are other than what they purport to be on their
face.
(ii) The
Custodian
shall
not be responsible for preparing or filing any reports or returns relating
to
federal, state or local income taxes with respect to this Agreement, other
than
for the Custodian’s compensation or for reimbursement of expenses.
(iii) The
Custodian
shall
not be responsible or liable for, and makes no representation or warranty with
respect to, the validity, adequacy or perfection of any lien upon or security
interest in any Custodial File.
(iv) Any
other
provision of this Agreement to the contrary notwithstanding, the Custodian
shall
have no notice, and shall not be bound by any of the terms and conditions of
any
other document or agreement executed or delivered in connection with, or
intended to control any part of, the transactions anticipated by or referred
to
in this Agreement unless the Custodian is a signatory party to that document
or
agreement. Notwithstanding the foregoing sentence, the Custodian shall be deemed
to have notice of the terms and conditions (including without limitation
definitions not otherwise set forth in full in this Agreement) of other
documents and agreements executed or delivered in connection with, or intended
to control any part of, the transactions anticipated by or referred to in this
Agreement, to the extent such terms and provisions are referenced, or are
incorporated by reference, into this Agreement only as long as the Custodian
shall have been provided a copy of any such document or agreement.
(v) The
duties
and
obligations of the Custodian shall only be such as are expressly set forth
in
this Agreement or as set forth in a written amendment to this Agreement executed
by the parties hereto or their successors and assigns. In the event that any
provision of this Agreement implies or requires that action or forbearance
be
taken by a party, but is silent as to which party has the duty to act or refrain
from acting, the parties agree that the Custodian shall not be the party
required to take the action or refrain from acting. In no event shall the
Custodian have any responsibility to ascertain or take action except as
expressly provided herein.
(vi) Nothing
in this
Agreement shall be deemed to impose on the Custodian any duty to qualify to
do
business in any jurisdiction, other
than
(i) any
jurisdiction where any Custodial File is or may be held by the Custodian from
time to time hereunder, and (ii) any jurisdiction where its ownership of
property or conduct of business requires such qualification and where failure
to
qualify could have a material adverse effect on the Custodian or its property
or
business or on the ability of the Custodian to perform its duties
hereunder.
(vii) The
Custodian
may
consult with counsel selected by the Custodian with regard to legal questions
arising out of or in connection with this Agreement, and the written opinion
of
such counsel shall be full and complete authorization and protection in respect
of any action reasonably taken, omitted or suffered by the Custodian in good
faith and in accordance therewith.
(viii) No
provision of this Agreement shall require the Custodian to expend or risk its
own funds or otherwise incur any financial liability in the performance of
any
of its duties hereunder or in the exercise of any of its rights and powers,
if,
in its sole judgment, it shall believe that repayment of such funds or adequate
indemnity against such risk or liability is not assured to it.
(ix) The
Custodian
shall
have no duty to ascertain whether or not each amount or payment has been
received by the Trustee or any third person.
Section
32. Binding
Arbitration.
Upon
demand of any party hereto, whether made before or after institution of any
judicial proceeding, any dispute, claim or controversy arising out of, connected
with or relating to this Agreement ( “Disputes”), between or among parties
hereto shall be resolved by binding arbitration as provided herein. Institution
of a judicial proceeding by a party does not waive the right of that party
to
demand arbitration hereunder. Disputes may include, without limitation tort
claims, counterclaims, claims brought as class actions or claims concerning
any
aspect of the past, present or future relationships arising out of or connected
with this Agreement. Arbitration shall be conducted under and governed by the
Commercial Financial Disputes Arbitration Rules (the “Arbitration Rules”) of the
American Arbitration Association and Title 9 of the U.S. Code. All arbitration
hearings shall be conducted in New York, New York, in Minneapolis, Minnesota
or
such other location as the parties may agree. The expedited procedures set
forth
in Rule 51, et
seq.
of the
Arbitration Rules shall be applicable to claims of less than $1,000,000. All
applicable statutes of limitation shall apply to any Dispute. A judgment upon
the award may be entered in any court having jurisdiction. The panel from which
all arbitrators are selected shall be comprised of licensed attorneys. The
single arbitrator selected for expedited procedure may be a retired judge from
the court of general jurisdiction, state or federal, of the state where the
hearing will be conducted.
Section
33. Intent
of the Parties; Reasonableness.
The
parties hereto
acknowledge and agree that the purpose of Sections 5(b), 5(c), 5(d), 33, 34
and
35 is to facilitate compliance by the Depositor with the provisions of
Regulation AB and related rules and regulations of the Commission. The Depositor
shall not exercise its right to request delivery of information or other
performance under these provisions other than in good faith, or for purposes
other than compliance with the Securities Act, the Exchange Act and the rules
and regulations of the Commission under the Securities Act and the Exchange
Act.
Each of the parties hereto acknowledges that interpretations of the requirements
of Regulation AB may change overtime, whether due to interpretive guidance
provided by the Commission or its staff, consensus among participants in the
mortgage-backed securities markets, advice of counsel, or otherwise, and agrees
to comply with requests made by the Depositor in good faith for delivery of
information under these provisions on the basis of evolving interpretations
of
Regulation AB. The Custodian shall cooperate reasonably with the Depositor
to
deliver to the Depositor (including any of its assignees or designees), any
and
all disclosure, statements, reports, certifications, records and any other
information necessary in the reasonable, good faith determination of the
Depositor to permit the Depositor to comply with the provisions of Regulation
AB.
Section
34. Additional
Representations and Warranties of the Custodian.
(a) The
Custodian
shall be
deemed to represent to the Depositor as of the date hereof and on each date
on
which information is provided to the Trustee under Section 35 that, except
as
disclosed in writing to the Depositor prior to such date: (i) there are no
aspects of its financial condition that could have a material adverse effect
on
the performance by it of its Custodian obligations under this Custodial
Agreement or any other securitization transaction as to which it is the
custodian; (ii) there are no material legal proceedings or governmental
proceedings pending (or such governmental proceedings known to be contemplated)
against it; and (iii) there are no affiliations, relationships or transactions
relating to the Custodian with respect to the Depositor or any sponsor, issuing
entity, servicer, originator, significant obligor, enhancement or support
provider or other material transaction party (as such terms are used in
Regulation AB) relating to the securitization transaction contemplated by the
Pooling and Servicing Agreement, as identified by the Depositor to the Custodian
in writing as of the Closing Date (each, a “Transaction Party”).
(b) If
so
requested
by the
Depositor on any date following the Closing Date, the Custodian shall, within
five Business Days following such request, confirm in writing the accuracy
of
the representations and warranties set forth in paragraph (a) of this Section
or, if any such representation and warranty is not accurate as of the date
of
such confirmation, provide reasonably adequate disclosure of the pertinent
facts, in writing, to the requesting party. Any such request from the Depositor
shall not be given more than once each calendar quarter, unless the Depositor
shall have a reasonable basis for a determination that any of the
representations and warranties may not be accurate.
Section
35. Additional
Information to Be Provided by the Custodian.
For
so
long as the Trust is subject to the reporting obligations under the Exchange
Act, for the purpose of satisfying the Depositor’s reporting obligation under
the Exchange Act with respect to any class of publicly offered Certificates,
the
Custodian shall (a) notify the Depositor in writing of any material litigation
or governmental proceedings pending against the Custodian that would be material
to Certificateholders, and (b) provide to the Depositor and Trustee a written
description of such proceedings. Any notices and descriptions required under
this Section 35 shall be given no later than five Business Days prior to the
Determination Date following the month in which the Custodian has knowledge
of
the occurrence of the relevant event. As of the date the Trustee files each
Report on Form 10-D or Form 10-K with respect to the Certificates, the Custodian
will be deemed to represent that any information previously provided under
this
Section 35, if any, is materially correct and does not have any material
omissions unless the Custodian has provided an update to such
information.
IN
WITNESS WHEREOF, the Trustee and the Custodian have caused their names to be
duly signed hereto by their respective officers thereunto duly authorized,
all
as of the date first above written.
U.S.
BANK NATIONAL ASSOCIATION,
not
in its individual capacity but solely as Trustee under the Pooling
and
Servicing Agreement for Home Equity Mortgage Pass-Through Certificates,
Series 2006-4
|
|
By:
|
|
Name:
|
|
Title:
|
|
XXXXX
FARGO BANK, N.A.,
as
Custodian
|
|
By:
|
|
Name:
|
|
Title:
|
Acknowledged
and agreed
SELECT
PORTFOLIO SERVICING, INC.
|
|
By:
|
|
Name:
|
|
Title:
|
|
OCWEN
LOAN SERVICING, LLC
|
|
By:
|
|
Name:
|
|
Title:
|
EXHIBIT
1
TRUST
RECEIPT AND INITIAL CERTIFICATION
&am
p;am
p;#1 60; August
30,
2006
U.S.
Bank
National Association
as
Trustee under the Pooling and Servicing Agreement
Home
Equity Mortgage Pass-Through Certificates Series 0000-0
Xx.
Xxxx,
XX 00000-0000
Attention:
Corporate Trust - Structured Finance Ref: HEMT 2006-4
Re:
|
Custodial
Agreement, dated as of August 1, 2006, between U.S. Bank National
Association
as Trustee, and Xxxxx Fargo Bank, N.A., as Custodian
|
Ladies
and Gentlemen:
In
accordance with the provisions of Section 4 of the above referenced Custodial
Agreement, the undersigned, as the Custodian, hereby certifies as to each
[Initial Mortgage Loan] [Subsequent Mortgage Loan] in the Mortgage Loan Schedule
that (i) it has received the original Mortgage Note and Assignment of Mortgage
with respect to each Mortgage Loan identified on the Mortgage Loan Schedule
attached hereto as Exhibit
A
and (ii)
such Mortgage Note has been reviewed by it and appears regular on its face
and
relates to such Mortgage Loan. The Custodian makes no representations as to
(i)
the validity, legality, enforceability, sufficiency, due authorization or
genuineness of any of the documents contained in each Custodial File or of
any
of the Mortgage Loans or (ii) the collectability, insurability, effectiveness
or
suitability of any such Mortgage Loan.
The
Custodian hereby confirms that it is holding each such Mortgage Note, Assignment
of Mortgage and Assignment of Note as agent and bailee of, and custodian for
the
exclusive use and benefit, and subject to the sole direction, of the Trustee
pursuant to the terms and conditions of the Custodial Agreement.
This
Trust Receipt and Initial Certification is not divisible or
negotiable.
The
Custodian will accept and act on instructions with respect to the Mortgage
Loans
subject hereto upon surrender of this Trust Receipt and Initial Certification
at
its office at 0000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxxx, XX 00000, Attention:
Document Custodian.
Capitalized
terms used herein shall have the meaning ascribed to them in the Custodial
Agreement.
XXXXX
FARGO BANK, N.A.,
as
Custodian
|
|
By:
|
|
Name:
|
|
Title:
|
|
Date: |
EXHIBIT
2
TRUST
RECEIPT AND FINAL CERTIFICATION
U.S.
Bank
National Association
as
Trustee under the Pooling and Servicing Agreement
Home
Equity Mortgage Pass-Through Certificates Series 0000-0
Xx.
Xxxx,
XX 00000-0000
Attention:
Corporate Trust - Structured Finance Ref: HEMT 2006-4
Re:
|
Custodial
Agreement, dated as of August 1, 2006, between U.S. Bank National
Association
as Trustee, and Xxxxx Fargo Bank, N.A., as Custodian
|
Ladies
and Gentlemen:
In
accordance with the provisions of Section 6 of the above referenced Custodial
Agreement, the undersigned, as the Custodian, hereby certifies that as to each
Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage
Loan
paid in full or any Mortgage Loan listed on the attachment hereto) it has
reviewed the Custodial Files and has determined that (i) all documents required
to be delivered to it pursuant to Sections 2(i)-(ix) of the Custodial Agreement
are in its possession; (ii) such documents have been reviewed by it and appear
regular on their face and related to such Mortgage Loan; (iii) all Assignments
of Mortgage or intervening assignments of mortgage, as applicable, have been
submitted for recording in the jurisdictions in which recording is necessary;
and (iv) each Mortgage Note has been endorsed as provided in Section 2(i) of
the
Custodial Agreement and each Mortgage has been assigned in accordance with
Section 2(iii) of the Custodial Agreement. The Custodian makes no
representations as to (i) the validity, legality, enforceability, sufficiency,
due authorization or genuineness of any of the documents contained in each
Custodial File or of any of the Mortgage Loans or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage
Loan.
The
Custodian hereby confirms that it is holding each such Custodial File as agent
and bailee of, and custodian for the exclusive use and benefit, and subject
to
the sole direction, of Trustee pursuant to the terms and conditions of the
Custodial Agreement.
This
Trust Receipt and Final Certification is not divisible or
negotiable.
The
Custodian will accept and act on instructions with respect to the Mortgage
Loans
subject hereto upon surrender of this Trust Receipt and Final Certification
at
its office at 0000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxxx, XX 00000, Attention:
Document Custodian.
Capitalized
terms used herein shall have the meaning ascribed to them in the Custodial
Agreement.
XXXXX
FARGO BANK, N.A.,
as
Custodian
|
|
By:
|
|
Name:
|
|
Title:
|
EXHIBIT
3
REQUEST
FOR RELEASE OF DOCUMENTS AND RECEIPT
To:
[Address]
Re: |
CustodialAgreement,
dated as of August 1, 2006, between
U.S. Bank National Association, as Trustee, and
Xxxxx Fargo Bank, N.A., as
Custodian
|
In
connection with the administration of the Mortgage Loans held by you as the
Custodian on behalf of the Trustee, we request the release, and acknowledge
receipt, of the (Custodial File/[specify documents]) for the Mortgage Loan
described below, for the reason indicated.
Mortgagor’s
Name Address & Zip Code:
Mortgage
Loan Number:
Reason
for Requesting Documents
(check
one)
____
|
1.
|
Mortgage
Loan Paid in Full. (The Trustee or the Servicers of such Mortgage
Loan
hereby certifies that all amounts received in connection therewith
have
been credited to the account of the Trustee or the
Servicers.)
|
____
|
2.
|
Mortgage
Loan in Foreclosure
|
____
|
3.
|
Mortgage
Loan Substitution.
|
____
|
4.
|
Mortgage
Loan Liquidated By ____________________________ (The Trustee or the
Servicers of such Mortgage Loan hereby certifies that all proceeds
of
foreclosure, insurance, condemnation or other liquidation have been
finally received and credited to the account of the Trustee or the
Servicers.)
|
____
|
5.
|
Other
(explain)
|
If
box 1
or 4 above is checked, and if all or part of the Custodial File was previously
released to us, please release to us our previous request and receipt on file
with you, as well as any additional documents in your possession relating to
the
specified Mortgage Loan.
If
box 2
or 5 above is checked, upon our return of all of the above documents to you
as
the Custodian, please acknowledge your receipt by signing in the space indicated
below, and returning this form.
SELECT
PORTFOLIO SERVICING, INC.
as
a Servicer
|
|
By:
|
|
Name:
|
|
Title:
|
|
Date:
|
|
OCWEN
LOAN SERVICING, LLC
as
a Servicer
|
|
By:
|
|
Name:
|
|
Title:
|
|
Date:
|
Acknowledgment
of Documents returned to the Custodian:
XXXXX
FARGO BANK, N.A.,
as
Custodian
|
|
By:
|
|
Name:
|
|
Title:
|
EXHIBIT
4
AUTHORIZED
REPRESENTATIVES OF THE SERVICERS
SELECT
PORTFOLIO Servicing, INC.
NAME
|
SPECIMEN
SIGNATURE
|
|
OCWEN
LOAN SERVICING, LLC
NAME
|
SPECIMEN
SIGNATURE
|
|
EXHIBIT
5
SCHEDULE
OF MORTGAGE LOANS
[Attached
as Schedule I to the Pooling and Servicing Agreement]
EXHIBIT
6
FEE
SCHEDULE
I. Primary
Custody Services:
Transfer
Fee
|
$1.00
|
|
Per
Mortgage File
|
||
File
Re-Label
|
$0.50
|
|
Per
Mortgage File
|
||
Annual
Safekeeping Fee
|
$2.40
|
|
Per
Mortgage File held at end of the month ($.20 per month)
|
||
Release
Requests/Rejected Release Requests
|
Standard
Release
|
$3.50
|
-
48-hour turnaround time, excludes shipping expense
|
|
-
Applies to releases related to standard Servicing activity
|
|
Rush
Release
|
4.50
|
-
24 hour or less release, excludes shipping expense
|
|
-
Applies
to releases related to takeout investor activity
|
|
Assumes
that shipping expenses would be borne by CSFB.
|
|
Xxxxx
Fargo would be willing to ship files using a courier
service
|
|
and
account number provided by CSFB.
|
II. Other
Custody Services
Trailing
Document/Final Document Package Filing Fee
|
$1.00
|
Per
document or final document package.
|
|
This
includes the tracking, filing and/or forwarding of
trailing
|
|
documents
received by Xxxxx Fargo
|
|
Copies
of Documents
|
|
Pull
fee per file
|
$1.00
|
Per
single sided copy
|
$.25
|
Endorsement
and Assignment Stamping
|
|
Per
document stamped
|
$1.00
|
Bailee
Letters
|
$25.00
|
Per
bailee letter issued
|
|
Trust
Receipts/Position Update Reports
|
$25.00
|
Per
trust receipt or exception report/loan schedule issuance;
|
|
regardless
as to whether or not the report issuance is in connection
|
|
with
a superceding trust receipt
|
|
|
|
Barcode
Labeling of Files
|
$
.50
|
Per
label created at time of collateral receipt
|
|
|
|
Transfer
Fee
|
Waived
|
Per
loan transferred from warehouse to securitization.
|
|
Entails
obtaining required warehouse bank approvals,
|
|
releasing/paying-off
of loans from warehouse lines,
|
|
system
updates, and certification pursuant to securitization.
|
|
Assumes
that warehouse review encompasses securitization review.
|
|
|
|
Out
of Pocket Expenses
|
as
incurred
|
Including,
but not limited to, travel, attorney’s fees,
|
|
photocopies,
etc.
|
III. General
Business Assumptions
Xxxxx
Fargo will provide review and certification services for your account from
its
facilities located in Minneapolis, MN.
Xxxxx
Fargo will utilize the WinCMSS system for loan tracking and record keeping
purposes.
Final
documents will be delivered in pool number and loan number order.
Data
for
loan file transfer requests will be provided to Xxxxx Fargo in electronic
format
Files
received during the “Warehouse” period will be maintained in Minneapolis,
Minnesota. Upon Securitization, or as deemed necessary by Xxxxx Fargo
files may be moved to one of Xxxxx Fargo’ s other safekeeping
locations.
Acceptance
of this business and fees is based upon our current understanding of Xxxxx
Fargo
’s roles and responsibilities. Fees for services, other than those covered
by this fee schedule, shall be negotiated and approved by both parties in
writing prior to the delivery of such service.
&
;#16
0; August,
2006
EXHIBIT
7
SERVICING
CRITERIA TO BE ADDRESSED IN REPORT ON ASSESSMENT OF COMPLIANCE
The
assessment of compliance to be delivered by the Custodian shall address, at
a
minimum, the criteria identified as below as “Applicable Servicing
Criteria”:
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|
Reference
|
Criteria
|
|
|
General
Servicing Considerations
|
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the mortgage loans are maintained.
|
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
|
|
Cash
Collection and Administration
|
|
1122(d)(2)(i)
|
Payments
on mortgage loans are deposited into the appropriate custodial
bank
accounts and related bank clearing accounts no more than two business
days
following receipt, or such other number of days specified in the
transaction agreements.
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities
related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B) prepa
red within 30 calendar days after the bank statement cutoff date,
or such
other number of days specified in the transaction agreements; (C)
reviewed
and approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their
original
identification, or such other number of days specified in the transaction
agreements.
|
|
|
Investor
Remittances and Reporting
|
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission,
are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of mortgage loans serviced by the
Servicer.
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with
timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the
Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
|
|
Pool
Asset Administration
|
|
1122(d)(4)(i)
|
Collateral
or security on mortgage loans is maintained as required by the
transaction
agreements or related mortgage loan documents.
|
X
|
1122(d)(4)(ii)
|
Mortgage
loan and related documents are safeguarded as required by the transaction
agreements
|
X
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements.
|
|
1122(d)(4)(iv)
|
Payments
on mortgage loans, including any payoffs, made in accordance with
the
related mortgage loan documents are posted to the Servicer’s obligor
records maintained no more than two business days after receipt,
or such
other number of days specified in the transaction agreements, and
allocated to principal, interest or other items (e.g., escrow)
in
accordance with the related mortgage loan documents.
|
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the mortgage loans agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's mortgage lo
ans (e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period
a mortgage
loan is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent mortgage loans including, for
example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
|
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for mortgage loans with variable
rates are computed based on the related mortgage loan
documents.
|
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s mortgage loan
documents, on at least an annual basis, or such other period specified
in
the transaction agreements; (B) interest on such funds is paid,
or
credited, to obligors in accordance with applicable mortgage loan
documents and state laws; and (C) such funds are returned to the
obligor
within 30 calendar days of full repayment of the related mortgage
loans,
or such other number of days specified in the transaction
agreements.
|
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set
forth in
the transaction agreements.
|
EXHIBIT
R-3
[RESERVED]
EXHIBIT
S
[RESERVED]
EXHIBIT
T
[RESERVED]
EXHIBIT
U
CHARGED
OFF LOAN DATA REPORT
(Available
Upon Request)
EXHIBIT
V
FORM
OF
MONTHLY STATEMENT TO CERTIFICATEHOLDERS
(i) with
respect to each Class of Certificates which are not Notional Amount Certificates
and, unless otherwise stated, the related Distribution Date,
a. the
initial Class Principal Balance of such Class as of the Closing
Date;
b. the
Class
Principal Balance of such Class before giving effect to the distribution of
principal and interest;
c. the
amount of the related distribution on such Class allocable to
interest;
d. the
amount of the related distribution on such Class allocable to
principal;
e. the
sum
of the principal and interest payable to such Class;
f. the
Realized Loss allocable to such Class;
g. the
Carryforward Interest allocable to such Class;
h. the
Class
Principal Balance of such Class after giving effect to the distribution of
principal and interest;
i. the
Pass-Through Rate for such Class and whether such Pass-Through Rate was limited
by the Net Funds Cap;
j. [reserved];
k. any
shortfall in principal allocable to such Class, if such amount is greater than
zero; and
l. any
shortfall in interest allocable to such Class, if such amount is greater than
zero.
(ii) with
respect to each Class of Certificates which are Notional Amount Certificates
and, unless otherwise stated, the related Distribution Date,
a. the
Notional Amount of such Class as of the Cut-off Date;
b. the
Notional Amount of such Class before giving effect to the distribution of
interest;
c. the
amount of the related distribution on such Class allocable to
interest;
d. the
amount of the related distribution on such Class allocable to
principal;
e. the
sum
of the principal and interest payable to such class;
f. the
Realized Loss allocable to such Class;
g. the
Deferred Amount allocable to such Class;
h. the
Notional Amount of such Class after giving effect to the distribution of
interest;
i. the
Pass-Through Rate for such Class; and
j. [reserved].
(iii) with
respect to a $1000 factor of the Initial Class Principal Balance of each Class
of Certificates which are not Notional Amount Certificates and the related
Distribution Date,
a. the
CUSIP
number assigned to such Class;
b. the
Class
Principal Balance of such Class factor prior to giving effect to the
distribution of principal and interest;
c. the
amount of the related distribution allocable to interest on such Class
factor;
d. the
amount of the related distribution allocable to principal on such Class
factor;
e. the
sum
of the principal and interest payable to such Class factor; and
f. the
Class
Principal Balance of such Class factor after giving effect to the distribution
of principal and interest.
(iv) with
respect to a $1000 factor of the Initial Class Principal Balance of each Class
of Certificates which are Notional Amount Certificates and the related
Distribution Date,
a. the
CUSIP
number assigned to such Class;
b. the
Notional Amount of such Class factor prior to giving effect to the distribution
of interest;
c. the
amount of the related distribution allocable to interest on such Class
factor;
d. the
amount of the related distribution allocable to principal on such Class
factor;
e. the
sum
of the principal and interest payable to such Class factor; and
f. the
Notional Amount of such Class factor after giving effect to the distribution
of
interest.
(v) with
respect to the related Distribution Date,
a. the
Principal Payment Amount or Principal Remittance Amount;
b. the
amount of Curtailments;
c. the
amount of Curtailment interest adjustments;
d. the
Scheduled Payment of principal;
e. the
amount of Principal Prepayments;
f. the
amount of principal as a result of repurchased Mortgage Loans;
g. the
Substitution Adjustment Amount;
h. the
aggregate amount of scheduled interest prior to reduction for fees;
i. the
amount of Net Recoveries;
j. the
amount of reimbursements of Nonrecoverable Advances previously
made;
k. the
amount of recovery of reimbursements previously deemed
nonrecoverable;
l. the
amount of net Liquidation Proceeds;
m. the
amount of Insurance Proceeds;
n. the
amount of any other distributions allocable to principal;
o. the
number of Mortgage Loans as of the first day of the related Collection
Period;
p. the
aggregate Stated Principal Balance of the Mortgage Loans as of the first day
of
the related Collection Period;
q. the
number of Mortgage Loans as of the last day of the related Collection
Period;
r. the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of
the related Collection Period;
s. the
sum
of the Servicing Fee, the Excess Servicing Fee, the Credit Risk Manager Fee
and
the Trustee Fee and the Expense Fee, with an identification of each payee and
the general purpose of such fees;
t. the
amount of current Advances (including the general purpose of such
Advances);
u. the
amount of outstanding Advances and the general source of funds for
reimbursements;
v. the
number and aggregate principal amounts of Mortgage Loans Delinquent (1) 30
to 59
days, (2) 60 to 89 days and (3) 90 days or more, including Delinquent bankrupt
Mortgage Loans but excluding Mortgage Loans in foreclosure and REO
Property;
w. the
number and aggregate principal amounts of Mortgage Loans that are currently
in
bankruptcy, but not Delinquent;
x. the
number and aggregate principal amounts of Mortgage Loans that are in
foreclosure;
y. the
Delinquency Rate, Rolling Three Month Delinquency Rate, the Senior Enhancement
Percentage and whether a Trigger Event is in effect ;
z. the
number and aggregate principal amount of any REO Properties as of the close
of
business on the Determination Date preceding such Distribution
Date;
aa. current
Realized Losses;
bb. Cumulative
Net Realized Losses and whether a Cumulative Loss Event is
occurring;
cc. the
weighted average term to maturity of the Mortgage Loans as of the close of
business on the last day of the calendar month preceding the related
Distribution Date;
dd. the
number of Mortgage Loans that have Prepayment Penalties and for which
prepayments were made during the related Collection Period, as
applicable;
ee. the
aggregate principal balance of Mortgage Loans that have Prepayment Penalties
and
for which prepayments were made during the related Collection Period, as
applicable;
ff. the
aggregate amount of Prepayment Penalties collected during the related Collection
Period, as applicable;
gg. the
total
cashflows received and the general sources thereof;
hh. the
amount of any funds remaining in the Pre-Funding Account as of such Distribution
Date;
ii. the
weighted average Net Mortgage Rate and the Net Funds Cap;
jj. the
Net
Excess Spread; and
kk. the
applicable Record Dates, Interest Accrual Periods, Determination Date for
calculating distributions and the actual Distribution Date.
(vi) with
respect to the related Distribution Date,
a. the
Targeted Overcollateralization Amount;
b. the
Overcollateralization Amount;
c. the
amount, if any, by which the Targeted Overcollateralization Amount exceeds
the
Overcollateralization Amount;
d. the
Overcollateralization Release Amount;
e. the
Monthly Excess Interest and the Monthly Excess Cashflow;
f. the
amount of any payment to the Class X-1 Certificates;
g. the
amount of any Net Swap Payment payable by the Supplemental Interest Trust
Trustee on behalf of the Supplemental Interest Trust or payable to the
Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
Trust; and
h. the
Realized Loss Percentage and whether the Ocwen Termination Test has been
failed.
EXHIBIT
W
FORM
OF
DEPOSITOR CERTIFICATION
Re:
|
Credit
Suisse First Boston Mortgage Securities
Corp.
|
Home
Equity Mortgage Trust 2006-4
I,
__________________________, certify that:
1. I
have
reviewed this report on Form 10-K and all reports on Form 10-D required to
be
filed in respect of the period covered by this report on Form 10-K of Home
Equity Mortgage Trust 2006-4 (the “Trust”);
2. Based
on
my knowledge, the Exchange Act periodic reports, taken as a whole, do not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in light of the circumstances under
which
such statements were made, not misleading with respect to the period covered
by
this report;
3. Based
on
my knowledge, all of the distribution, servicing and other information required
to be provided under Form 10-D for the period covered by this report is included
in the Exchange Act periodic reports;
4. Based
on
my knowledge and the servicer compliance statements required in this report
under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act
periodic reports, each Servicer has fulfilled its obligations under the Pooling
and Servicing Agreement in all material respects ; and
5. All
of
the reports on assessment of compliance with servicing criteria for asset-backed
securities and their related attestation reports on assessment of compliance
with servicing criteria for asset-backed securities required to be included
in
this report in accordance with Item 1122 of Regulation AB and Exchange Act
Rules
13a-18 and 15d-18 have been included as an exhibit to this report, except as
otherwise disclosed in this report. Any material instances of noncompliance
described in such reports have been disclosed in this report on Form
10-K.
In
giving
the certifications above, I have reasonably relied on information provided
to me
by the following unaffiliated parties: each Servicer and the
Trustee.
Capitalized
terms used but not defined herein have the meanings ascribed to them in the
Pooling and Servicing Agreement, dated August 1, 2006 (the “Pooling and
Servicing Agreement”), among Credit Suisse First Boston Mortgage Securities
Corp., as depositor (the “Depositor”), DLJ Mortgage Capital, Inc., as seller,
Select Portfolio Servicing, Inc. as a servicer (“SPS”), Ocwen Loan Servicing,
LLC, as a servicer (“Ocwen”) and U.S. Bank National Association, as trustee (the
“Trustee”).
[Name]
|
[Title]
|
[Date]
|
EXHIBIT
X
FORM
OF
TRUSTEE CERTIFICATION
Re:
|
Credit
Suisse First Boston Mortgage Securities
Corp.
|
Home
Equity Mortgage Trust 2006-4
U.S.
Bank
National Association (the “Trustee”) hereby certifies to Credit Suisse First
Boston Mortgage Securities Corp. (the “Depositor”), and each Person, if any, who
“controls” the Depositor within the meaning of the Securities Act of 1933, as
amended, and its officers, directors and affiliates, and with the knowledge
and
intent that they will rely upon this certification, that:
The
Trustee has reviewed the annual report on Form 10-K for the fiscal year [___],
and all reports on Form 10-K containing Monthly Statements filed in respect
of
periods included in the year covered by that annual report, of the Depositor
relating to the above-referenced trust;
Subject
to paragraph 4 hereof, based on the Trustee's knowledge, and assuming the
accuracy and completeness of the information supplied to the Trustee by each
Servicer, the Distribution Information in the Monthly Statements contained
in
such reports on Form 10-D, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact required by the
Pooling and Servicing Agreement to be included therein and necessary to make
the
statements made, in light of the circumstances under which such statements
were
made, not misleading as of the last day of the period covered by that annual
report; and
Based
on
the Trustee’s knowledge, the Distribution Information required to be provided by
the Trustee under the Pooling and Servicing Agreement is included in these
reports.
4. In
compiling the Distribution Information and making the foregoing certifications,
the Trustee has relied upon information furnished to it by the Servicers under
the Pooling and Servicing Agreement. The Trustee shall have no responsibility
or
liability for any inaccuracy in such reports on Form 10-D to the extent such
inaccuracy results from information received from the Servicers.
For
purposes of this Certificate, the following terms shall have the meanings
ascribed below:
“Distribution
Information” shall mean that information (x) calculated and reported by the
Trustee and (y) reported by the Trustee, in either case, pursuant to Section
4.06 of the Pooling and Servicing Agreement.
“Monthly
Statements” shall mean the monthly statements prepared by the Trustee pursuant
to Section 4.06 of the Pooling and Servicing Agreement.
Any
additional capitalized terms used but not defined herein have the meanings
ascribed to them in the Pooling and Servicing Agreement, dated August 1, 2006
(the “Pooling and Servicing Agreement”), among Credit Suisse First Boston
Mortgage Securities Corp., as depositor (the “Depositor”), DLJ Mortgage Capital,
Inc., as seller, Select Portfolio Servicing, Inc. as a servicer (“SPS” ), Ocwen
Loan Servicing, LLC (“Ocwen”) and U.S. Bank National Association, as trustee
(the “Trustee”).
U.S.
BANK NATIONAL ASSOCIATION
as
Trustee
|
|
By:
|
|
[Name]
|
|
[Title]
|
|
[Date]
|
EXHIBIT
Y
FORM
SERVICER CERTIFICATION
Re:
|
Credit
Suisse First Boston Mortgage Securities
Corp.
|
Home
Equity Mortgage Trust 2006-4
I,
___________________________, a duly elected and acting officer of
[__________________] (the “Servicer”), certify pursuant to Section 8.12(c) of
the Pooling and Servicing Agreement to the Depositor, the Trustee and each
Person, if any, who “controls” the Depositor or the Trustee within the meaning
of the Securities Act of 1933, as amended, and their respective officers and
directors, with respect to the calendar year immediately preceding the date
of
this Certificate (the “Relevant Year”), as follows”:
For
purposes of this Certificate, “ Relevant Information” means the information in
the certificate provided pursuant to Section 3.16 of the Pooling and Servicing
Agreement (the “Annual Statement of Compliance”) and the assessment provided
pursuant to Section 3.17 of the Pooling and Servicing Agreement (the “Assessment
of Compliance”) for the Relevant Year and the information in all servicing
reports required pursuant to the Pooling and Servicing Agreement to be provided
by the Servicer to the Trustee during the Relevant Year (as such information
is
amended or corrected in writing and delivered to the Trustee). Based on my
knowledge, the Relevant Information, taken as a whole, does not contain any
untrue statement of a material fact or omit to state a material fact required
to
be stated therein which is necessary to make the statements made therein, in
light of the circumstances under which such statements were made, not misleading
as of the last day of the Relevant Year;
The
Relevant Information required to be provided to the Trustee under the Pooling
and Servicing Agreement has been provided to the Trustee;
I
am
responsible for reviewing the activities performed by the Servicer under the
Pooling and Servicing Agreement during the Relevant Year. Based upon the review
required under the Pooling and Servicing Agreement and my knowledge and except
as disclosed in the Annual Statement of Compliance or the accountants’
attestation provided pursuant to Section 3.17 of the Pooling and Servicing
Agreement, the Servicer has fulfilled its obligations under the Pooling and
Servicing Agreement in all material respects throughout the Relevant
Year.
Capitalized
terms used but not defined herein have the meanings ascribed to them in the
Pooling and Servicing Agreement, dated August 1, 2006 (the “Pooling and
Servicing Agreement”), among Credit Suisse First Boston Mortgage Securities
Corp., as depositor (the “Depositor”), DLJ Mortgage Capital, Inc., as seller,
Select Portfolio Servicing, Inc. as a servicer (“SPS”), Ocwen Loan Servicing,
LLC, as a servicer (“Ocwen”) and U.S. Bank National Association as trustee (the
“Trustee”).
[_____________________________],
as
Servicer
|
|
By:
|
|
[Name]
|
|
[Title]
|
EXHIBIT
Z
INFORMATION
TO BE PROVIDED BY SERVICER TO TRUSTEE
The
following information with respect to each Mortgage Loan will be e-mailed by
each Servicer to the Trustee in accordance with Section 4.10:
FIELD
|
DESCRIPTION
|
LOAN
|
loan
number
|
STOP_ADV_FLAG
|
stop
advance flag (Y = Yes, blank or N = No)
|
RATE
|
interest
rate (entered as a %)
|
SF_RATE
|
servicing
fee rate (entered as a %)
|
LPMI_RATE
|
lpmi
rate (entered as a %)
|
BEG_SCHED
|
beg
scheduled balance
|
END_SCHED
|
end
scheduled balance
|
END_ACT
|
end
actual balance
|
P&I
|
monthly
p&i
|
GROSS_INT
|
gross
scheduled interest
|
NEG_AM
|
negative
amortization
|
SCHED_P
|
scheduled
principal
|
CURTAIL
|
curtailments
|
PREPAY
|
prepayments
or liquidation principal
|
PREPAY_DATE
|
prepayment
or liquidation date
|
PREPAY_CODE
|
PIF=60,
repurchase = 65, liquidation = 2
|
NEXT_DUE
|
borrower's
next payment due
|
STATUS
|
Bankruptcy,
Foreclosure, REO
|
BKCY_DATE
|
date
the loan went into Bkcy
|
FCLS_DATE
|
date
the loan went into Fcls
|
REO_DATE
|
date
the loan went into REO
|
DELINQ
|
0,1,30,60,90,120
( 1 = 1-29, 30 = 30-59, etc…)
|
PPIS
|
prepayment
interest shortfall (negative is excess)
|
RAIS
|
relief
act interest shortfall
|
CURRLTV
|
current
loan to value ratio (entered as %)
|
BOOK_VALUE
|
latest
BPO or market value or other book value as defined in governing
doc
|
PPP_Collected
|
PPPs
collected from borrower
|
PPP_Waived
|
PPPs
waived by the servicer
|
PPP_Servicer
|
PPPs
waived but paid by the servicer
|
NON_REC_ADV
|
nonrecoverable
advances claimed (reimbursed) in the current period
|
REIN_STOP_GINT
|
reinstated
stop advance gross interest
|
REIN_STOP_NINT
|
reinstated
stop advance net interest
|
REMIT
|
total
remit for the loan
|
MAT_DATE
|
Maturity
Date
|
ADV_P&I_CUR
|
current
period delinquent P&I advances made by servicer
|
ADV_P&I_OUT
|
cumulative
outstanding delinquent P&I advances
|
ADV_SERV_MADE
|
current
period servicer advances made by servicer (not including delinquent
P&I advances)
|
ADV_SERV_REIM
|
current
period servicer advances reimbursed to servicer (not including
delinquent
P&I advances)
|
ADV_SERV_DESC
|
description
of current period servicer advances made/reimbursed by servicer
(purpose,
terms)
|
MOD_EXT_WAIVE_FLAG
|
Y
if mod
|
MOD_EXT_WAIVE
|
description
of modification, extensions or waivers to asset terms, fees or
penalties
|
MTHROLL
|
Month
until the next rate adjustment occurs (for ARMs only)
|
DNEXTRATE
|
Next
Rate Adjustment Date
|
NEXT_RATE
|
next
period's interest rate
|
LIQUIDATION_FLAG
|
liquidation
flag (Y = Yes, blank or N = No)
|
GROSS_PROCEEDS
|
gross
sales proceeds
|
SERV_ADV
|
unpaid
servicing advances
|
DEL_ADV
|
unpaid
delinquency advances
|
SERV_FEES_UNPAID
|
unpaid
servicing fees
|
LEGAL_FEES
|
unpaid
legal fees
|
NET_PROCEEDS
|
net
proceeds (gross_proceeds - serv_adv - del_adv - serv_fees_unpaid
-
legal_fees)
|
LOSS
|
loss
(beg_sched - net_proceeds)
|
LOSS_ADD
|
trailing
loss/ (gain)
|
LOSS_ADD_DATE
|
trailing
loss/ (gain) date
|
EXHIBIT
AA
FORM
OF
LIMITED POWER OF ATTORNEY
LIMITED
POWER OF ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS, that U.S. Bank National Association, a banking
association organized under the laws of the United States, having a place of
business at 00 Xxxxxxxxxx Xxxxxx, Xx. Xxxx, XX 00000, as Trustee (and in no
personal or other representative capacity) under the Pooling and Servicing
Agreement, dated as of August 1, 2006 (as amended, restated, supplemented or
otherwise modified from time to time, the “Agreement”; capitalized terms not
defined herein have the definitions assigned to such terms in the Agreement),
relating to the Home Equity Mortgage Pass-Through Certificates, Series 2006-4,
hereby appoints [_______________], in its capacity as a Servicer under the
Agreement, as the Trustee's true and lawful Special Attorney-in-Fact, in the
Trustee's name, place and stead and for the Trustee's benefit, but only in
its
capacity as Trustee aforesaid, to perform all acts and execute all documents
as
may be customary, necessary and appropriate to effectuate the following
enumerated transactions in respect of any mortgage, deed of trust, promissory
note or real estate owned from time to time owned (beneficially or in title,
whether the Trustee is named therein as mortgagee or beneficiary or has become
mortgagee or beneficiary by virtue of endorsement, assignment or other
conveyance) or held by or registered to the Trustee (directly or through
custodians or nominees), or in respect of which the Trustee has a security
interest or other lien, all as provided under the applicable Agreement and
only
to the extent the respective Trustee has an interest therein under the
Agreement, and in respect of which the Servicer is acting as servicer pursuant
to the Agreement (the “Mortgage Documents”).
This
appointment shall apply to the following enumerated transactions under the
Agreement only:
The
modification or re-recording of any Mortgage Document for the purpose of
correcting it to conform to the original intent of the parties thereto or to
correct title errors discovered after title insurance was issued and where
such
modification or re-recording does not adversely affect the lien under the
Mortgage Document as insured.
The
subordination of the lien under a Mortgage Document to an easement in favor
of a
public utility company or a state or federal agency or unit with powers of
eminent domain including, without limitation, the execution of partial
satisfactions/releases, partial reconveyances and the execution of requests
to
trustees to acc omplish same.
The
conveyance of the properties subject to a Mortgage Document to the applicable
mortgage insurer, or the closing of the title to the property to be acquired
as
real estate so owned, or conveyance of title to real estate so
owned.
The
completion of loan assumption and modification agreements in respect of Mortgage
Documents.
The
full
or partial satisfaction/release of a Mortgage Document or full conveyance upon
payment and discharge of all sums secured thereby, including, without
limitation, cancellation of the related note.
The
assignment of any Mortgage Document, in connection with the repurchase of the
mortgage loan secured and evidenced thereby.
The
full
assignment of a Mortgage Document upon payment and discharge of all sums secured
thereby in conjunction with the refinancing thereof, including, without
limitation, the assignment of the related note.
With
respect to a Mortgage Document, the foreclosure, the taking of a deed in lieu
of
foreclosure, or the completion of judicial or non-judicial foreclosure or
termination, cancellation or rescission of any such foreclosure, including,
without limitation, any and all of the following acts:
the
substitution of trustee(s) serving under a deed of trust, in accordance with
state law and the deed of trust;
the
preparation and issuance of statements of breach or
non-performance;
the
preparation and filing of notices of default and/or notices of
sale;
the
cancellation/rescission of notices of default and/or notices of
sale;
the
taking of a deed in lieu of foreclosure; and
the
preparation and execution of such other documents and performance of such other
actions as may be necessary under the terms of the Mortgage Document or state
law to expeditiously complete said transactions in paragraphs 8(a) through
8(e),
above.
Demand,
xxx for, recover, collection and receive each and every sum of money, debt,
account and interest (which now is, or hereafter shall become due and payable)
belonging to or claimed by the Trustee under the Mortgage Documents, and to
use
or take any lawful means for recovery thereof by legal process or
otherwise.
Endorse
on behalf of the Trustee all checks, drafts and/or negotiable instruments made
payable to the Trustee in respect of the Mortgage Documents.
The
Trustee gives the Special Attorney-in-Fact full power and authority to execute
such instruments and to do and perform all and every act and thing necessary
and
proper to carry into effect the power or powers granted by this Limited Power
of
Attorney, subject to the terms and conditions set forth in the Agreement
including the standard of care applicable to Servicer in the Agreement, and
hereby does ratify and confirm what such Special Attorney-in-Fact shall lawfully
do or cause to be done by authority hereof.
IN
WITNESS WHEREOF, the Trustee has caused its corporate name and seal to be hereto
signed and affixed and these presents to be acknowledged by its duly elected
and
authorized officer this ___ day of ___ , 200_.
U.S.
BANK NATIONAL ASSOCIATION, as Trustee
|
|
By:
|
|
Name:
|
|
Title:
|
WITNESS:
|
WITNESS:
|
_______________________________
|
_______________________________
|
Name:
|
Name:
|
Title:
|
Title:
|
STATE
OF_____________
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF___________
|
)
|
On
______________, 200_, before me, the undersigned, a Notary Public in and for
said state, personally appeared __________________, personally known to me
to be
the person whose name is subscribed to the within instrument and to be a duly
authorized and acting Senior Vice President of U.S. Bank National Association,
and such person acknowledged to me that such person executed the within
instrument in such person's authorized capacity as a Senior Vice President
of
U.S. Bank National Association, and that by such signature on the within
instrument the entity upon behalf of which such person acted executed the
instrument.
WITNESS
my hand and official seal.
Notary
Public
|
EXHIBIT
BB
[Reserved]
EXHIBIT
CC
Form
of
ISDA MASTER Agreement
(Multicurrency—Cross
Border)
ISDAÒ
International
Swap Dealers Association, Inc.
MASTER
AGREEMENT
dated
as
of August 30, 2006
CREDIT
SUISSE INTERNATIONAL
(“Party
A”)
|
And
|
U.S.
BANK NATIONAL ASSOCIATION,
NOT
INDIVIDUALLY, BUT SOLELY AS
TRUSTEE
ON BEHALF OF
THE
SUPPLEMENTAL INTEREST TRUST
CREATED
UNDER THE
POOLING
AND SERVICING AGREEMENT FOR THE HOME
EQUITY MORTGAGE TRUST
2006-4,
HOME EQUITY MORTGAGE PASS THROUGH CERTIFICATES, SERIES
2006-4
(“Party
B”)
|
have
entered and/or anticipate entering into one or more transactions (each a
“Transaction”) that are or will be
governed by this Master Agreement, which includes the schedule (the “Schedule”),
and the documents and
other
confirming evidence (each a “Confirmation”) exchanged between the parties
confirming those Transactions.
Accordingly,
the parties agree as follows:—
1. Interpretation
(a) Definitions.
The
terms defined in Section 14 and in the Schedule will have the meanings therein
specified for the purpose of this Master Agreement.
(b) Inconsistency.
In the
event of any inconsistency between the provisions of the Schedule and the other
provisions of this Master Agreement, the Schedule will prevail. In the event
of
any inconsistency between the provisions of any Confirmation and this Master
Agreement (including the Schedule), such Confirmation will prevail for the
purpose of the relevant Transaction.
(c) Single
Agreement.
All
Transactions are entered into in reliance on the fact that this Master Agreement
and all Confirmations form a single agreement between the parties (collectively
referred to as
this
“Agreement”), and the parties would not otherwise enter into any
Transactions.
2. Obligations
(a) General
Conditions.
(i) Each
party will make each payment or delivery specified in each Confirmation to
be
made by it, subject to the other provisions
of this
Agreement.
(ii) Payments
under this Agreement will be made on the due date for value on that date in
the
place
of
the
account specified in the relevant Confirmation or otherwise pursuant to this
Agreement, in freely transferable funds and in the manner customary for payments
in the required currency. Where
settlement is by delivery (that is, other than by payment), such delivery will
be made for
receipt
on the due date in the manner customary for the relevant obligation unless
otherwise specified in the relevant Confirmation or elsewhere in this
Agreement.
(iii) Each
obligation of each party under Section 2(a)(i) is subject to (1) the condition
precedent
that
no
Event of Default or Potential Event of Default with respect to the other party
has occurred
and
is
continuing, (2) the condition precedent that no Early Termination Date in
respect of the relevant Transaction has occurred or been effectively designated
and (3) each other applicable condition precedent specified in this
Agreement.
(b) Change
of Account.
Either
party may change its account for receiving a payment or delivery by giving
notice to the other party at least five Local Business Days prior to the
scheduled date for the payment or delivery to which such change applies unless
such other party gives timely notice of a reasonable objection to such
change.
(c) Netting.
If on
any date amounts would otherwise be payable:—
(i) in
the
same currency; and
(ii) in
respect of the same Transaction,
by
each
party to the other, then, on such date, each party’s obligation to make payment
of any such amount will be automatically satisfied and discharged and, if the
aggregate amount that would otherwise have been payable by one party exceeds
the
aggregate amount that would otherwise have been payable by the other party,
replaced by an obligation upon the party by whom the larger aggregate amount
would have been payable to pay to the other party the excess of the larger
aggregate amount over the smaller aggregate amount.
The
parties may elect in respect of two or more Transactions that a net amount
will
be determined in respect of all amounts payable on the same date in the same
currency in respect of such Transactions, regardless of whether such amounts
are
payable in respect of the same Transaction. The election may be made in the
Schedule or a Confirmation by specifying that subparagraph (ii) above will
not
apply to the Transactions identified as being subject to the election, together
with the starting date (in which case subparagraph (ii) above will not, or
will
cease to, apply to such Transactions from such date). This election may be
made
separately for different groups of Transactions and will apply separately to
each pairing of Offices through which the parties make and receive payments
or
deliveries.
(d) Deduction
or Withholding for Tax.
(i) Gross-Up.
All
payments under this Agreement will be made without any deduction or withholding
for or on account of any Tax unless such deduction or withholding is required
by
any applicable law, as modified by the practice of any relevant governmental
revenue authority, then in effect. If a party is so required to deduct or
withhold, then that party (“X”) will:—
(1) promptly
notify the other party (“Y”) of such requirement;
(2) pay
to
the relevant authorities the full amount required to be deducted or withheld
(including the full amount required to be deducted or withheld from any
additional amount paid by X to Y under this Section 2(d)) promptly upon the
earlier of determining that such deduction or withholding is required or
receiving notice that such amount has been assessed against Y;
(3) promptly
forward to Y an official receipt (or a certified copy), or other documentation
reasonably acceptable to Y, evidencing such payment to such authorities;
and
(4) if
such
Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which
Y is
otherwise
entitled under this Agreement, such additional amount as is necessary to
ensure that
the
net
amount actually received by Y (free and clear of Indemnifiable Taxes, whether
assessed against X or Y) will equal the full amount Y would have received had
no
such deduction or withholding been required. However, X will not be required
to
pay any additional amount to Y
to
the
extent that it would not be required to be paid but for:—
(A) the
failure by Y to comply with or perform any agreement contained in
Section
4(a)(i), 4(a)(iii) or 4(d); or
(B) the
failure of a representation made by Y pursuant to Section 3(f) to be accurate
and true unless such failure would not have occurred but for (I) any action
taken by a taxing authority, or brought in a court of competent jurisdiction,
on
or after the date on which a Transaction is entered into (regardless of whether
such action is taken or brought with respect to a party to this Agreement)
or
(II) a Change in Tax Law.
(ii) Liability.
If:—
(1) X
is
required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, to make any deduction or withholding in respect
of which X would not be required to pay an additional amount to Y under Section
2(d)(i)(4);
(2) X
does
not so deduct or withhold; and
(3) a
liability resulting from such Tax is assessed directly against X,
then,
except to the extent Y has satisfied or then satisfies the liability resulting
from such Tax, Y will promptly pay to X the amount of such liability (including
any related liability for interest, but including any related liability for
penalties only if Y has failed to comply with or perform any agreement contained
in Section 4(a)(i), 4(a)(iii) or 4(d)).
(e) Default
Interest; Other Amounts.
Prior
to the occurrence or effective designation of an Early Termination Date in
respect of the relevant Transaction, a party that defaults in the performance
of
any payment obligation will, to the extent permitted by law and subject to
Section 6(c), be required to pay interest (before as well as after judgment)
on
the overdue amount to the other party on demand in the same currency as such
overdue amount, for the period from (and including) the original due date for
payment to (but excluding) the date of actual payment, at the Default Rate.
Such
interest will be calculated on the basis of daily compounding and the actual
number of days elapsed. If, prior to the occurrence or effective designation
of
an Early Termination Date in respect of the relevant Transaction, a party
defaults in the performance of any obligation required to be settled by
delivery, it will compensate the other party on demand if and to the extent
provided for in the relevant Confirmation or elsewhere in this
Agreement.
3. Representations
Each
party represents to the other party (which representations will be deemed to
be
repeated by each party on each date on which a Transaction is entered into
and,
in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that:—
(a) Basic
Representations.
(i) Status.
It is
duly organised and validly existing under the laws of the jurisdiction of its
organisation or incorporation and, if relevant under such laws, in good
standing;
(ii) Powers.
It has
the power to execute this Agreement and any other documentation relating to
this
Agreement to which it is a party, to deliver this Agreement and any other
documentation relating to this Agreement that it is required by this Agreement
to deliver and to perform its obligations under this Agreement and any
obligations it has under any Credit Support Document to which it is a party
and
has taken all necessary action to authorise such execution, delivery and
performance;
(iii) No
Violation or Conflict.
Such
execution, delivery and performance do not violate or conflict with any law
applicable to it, any provision of its constitutional documents, any order
or
judgment of any court or other agency of government applicable to it or any
of
its assets or any contractual restriction binding on or affecting it or any
of
its assets;
(iv) Consents.
All
governmental and other consents that are required to have been obtained by
it
with respect to this Agreement or any Credit Support Document to which it is
a
party have been obtained and are in full force and effect and all conditions
of
any such consents have been complied with; and
(v) Obligations
Binding.
Its
obligations under this Agreement and any Credit Support Document to which it
is
a party constitute its legal, valid and binding obligations, enforceable in
accordance with their respective terms (subject to applicable bankruptcy,
reorganisation, insolvency, moratorium or similar laws affecting creditors’
rights generally and subject, as to enforceability, to equitable principles
of
general application (regardless of whether enforcement is sought in a proceeding
in equity or at law)).
(b) Absence
of Certain Events.
No
Event of Default or Potential Event of Default or, to its knowledge, Termination
Event with respect to it has occurred and is continuing and no such event or
circumstance would occur as a result of its entering into or performing its
obligations under this Agreement or any Credit Support Document to which it
is a
party.
(c) Absence
of Litigation.
There
is not pending or, to its knowledge, threatened against it or any of its
Affiliates any action, suit or proceeding at law or in equity or before any
court, tribunal, governmental body, agency or official or any arbitrator that
is
likely to affect the legality, validity or enforceability against it of this
Agreement or any Credit Support Document to which it is a party or its ability
to perform its obligations under this Agreement or such Credit Support
Document.
(d) Accuracy
of Specified Information.
All
applicable information that is furnished in writing by or on behalf of it to
the
other party and is identified for the purpose of this Section 3(d) in the
Schedule is, as of the date of the information, true, accurate and complete
in
every material respect.
(e) Payer
Tax Representation.
Each
representation specified in the Schedule as being made by it for the purpose
of
this Section 3(e) is accurate and true.
(f) Payee
Tax Representations.
Each
representation specified in the Schedule as being made by it for the purpose
of
this Section 3(f) is accurate and true.
4. Agreements
Each
party agrees with the other that, so long as either party has or may have any
obligation under this Agreement or under any Credit Support Document to which
it
is a party:—
(a) Furnish
Specified Information.
It will
deliver to the other party or, in certain cases under subparagraph (iii) below,
to such government or taxing authority as the other party reasonably
directs:
(i) any
forms, documents or certificates relating to taxation specified in the Schedule
or any Confirmation;
(ii) any
other
documents specified in the Schedule or any Confirmation; and
(iii) upon
reasonable demand by such other party, any form or document that may be required
or reasonably requested in writing in order to allow such other party or its
Credit Support Provider to make a payment under this Agreement or any applicable
Credit Support Document without any deduction or withholding for or on account
of any Tax or with such deduction or withholding at a reduced rate (so long
as
the completion, execution or submission of such form or document would not
materially prejudice the legal or commercial position of the party in receipt
of
such demand), with any such form or document to be accurate and completed in
a
manner reasonably satisfactory to such other party and to be executed and to
be
delivered with any reasonably required certification,
in
each
case by the date specified in the Schedule or such Confirmation or, if none
is
specified, as soon as reasonably practicable.
(b) Maintain
Authorisations.
It will
use all reasonable efforts to maintain in full force and effect all consents
of
any governmental or other authority that are required to be obtained by it
with
respect to this Agreement or any Credit Support Document to which it is a party
and will use all reasonable efforts to obtain any that may become necessary
in
the future.
(c) Comply
with Laws.
It will
comply in all material respects with all applicable laws and orders to which
it
may be subject if failure so to comply would materially impair its ability
to
perform its obligations under this Agreement or any Credit Support Document
to
which it is a party.
(d) Tax
Agreement.
It will
give notice of any failure of a representation made by it under Section 3(f)
to
be accurate and true promptly upon learning of such failure.
(e) Payment
of Stamp Tax.
Subject
to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect
of its execution or performance of this Agreement by a jurisdiction in which
it
is incorporated, organised, managed and controlled, or considered to have its
seat, or in which a branch or office through which it is acting for the purpose
of this Agreement is located (“Stamp Tax Jurisdiction”) and will indemnify the
other party against any Stamp Tax levied or imposed upon the other party or
in
respect of the other party’s execution or performance of this Agreement by any
such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with
respect to the other party.
5. Events
of Default and Termination Events
(a) Events
of Default.
The
occurrence at any time with respect to a party or, if applicable, any Credit
Support Provider of such party or any Specified Entity of such party of any
of
the following events constitutes an event of default (an “Event of Default”)
with respect to such party:—
(i) Failure
to Pay or Deliver.
Failure
by the party to make, when due, any payment under this Agreement or delivery
under Section 2(a)(i) or 2(e) required to be made by it if such failure is
not
remedied on or before the third Local Business Day after notice of such failure
is given to the party;
(ii) Breach
of Agreement.
Failure
by the party to comply with or perform any agreement or obligation (other than
an obligation to make any payment under this Agreement or delivery under Section
2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or
obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or
performed by the party in accordance with this Agreement if such failure is
not
remedied on or before the thirtieth day after notice of such failure is given
to
the party;
(iii) Credit
Support Default.
(1) Failure
by the party or any Credit Support Provider of such party to comply with or
perform any agreement or obligation to be complied with or performed by it
in
accordance with any Credit Support Document if such failure is continuing after
any applicable grace period has elapsed;
(2) the
expiration or termination of such Credit Support Document or the failing or
ceasing of such Credit Support Document to be in full force and effect for
the
purpose of this Agreement (in either case other than in accordance with its
terms) prior to the satisfaction of all obligations of such party under each
Transaction to which such Credit Support Document relates without the written
consent of the other party; or
(3) the
party
or such Credit Support Provider disaffirms, disclaims, repudiates or rejects,
in
whole or in part, or challenges the validity of, such Credit Support
Document;
(iv) Misrepresentation.
A
representation (other than a representation under Section 3(e) or (f)) made
or
repeated or deemed to have been made or repeated by the party or any Credit
Support Provider of such party in this Agreement or any Credit Support Document
proves to have been incorrect or misleading in any material respect when made
or
repeated or deemed to have been made or repeated;
(v) Default
under Specified Transaction.
The
party, any Credit Support Provider of such party or any applicable Specified
Entity of such party (1) defaults under a Specified Transaction and, after
giving effect to any applicable notice requirement or grace period, there occurs
a liquidation of, an acceleration of obligations under, or an early termination
of, that Specified Transaction, (2) defaults, after giving effect to any
applicable notice requirement or grace period, in making any payment or delivery
due on the last payment, delivery or exchange date of, or any payment on early
termination of, a Specified Transaction (or such default continues for at least
three Local Business Days if there is no applicable notice requirement or grace
period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in
part, a Specified Transaction (or such action is taken by any person or entity
appointed or empowered to operate it or act on its behalf);
(vi) Cross
Default.
If
“Cross Default” is specified in the Schedule as applying to the party, the
occurrence or existence of (1) a default, event of default or other similar
condition or event (however described)
in respect of such party, any Credit Support Provider of such party or any
applicable Specified Entity of such party under one or more agreements or
instruments relating to Specified Indebtedness of any of them (individually
or
collectively) in an aggregate amount of not less than the applicable Threshold
Amount (as specified in the Schedule) which has resulted in such Specified
Indebtedness becoming, or becoming capable at such time of being declared,
due
and payable under such agreements or instruments, before it would otherwise
have
been due and payable or (2) a default by such party, such Credit Support
Provider or such Specified Entity (individually or collectively) in making
one
or more payments on the due date thereof in an aggregate amount of not less
than
the applicable Threshold Amount under such agreements or instruments (after
giving effect to any applicable notice requirement or grace
period);
(vii) Bankruptcy.
The
party, any Credit Support Provider of such party or any applicable Specified
Entity of such party:—
(1) is
dissolved (other than pursuant to a consolidation, amalgamation or merger);
(2)
becomes insolvent or is unable to pay its debts or fails or admits in writing
its inability generally to pay its debts as they become due; (3) makes a general
assignment, arrangement or composition with or for the benefit of its creditors;
(4) institutes or has instituted against it a proceeding seeking a judgment
of
insolvency or bankruptcy or any other relief under any bankruptcy or insolvency
law or other similar law affecting creditors’ rights, or a petition is presented
for its winding-up or liquidation, and, in the case of any such proceeding
or
petition instituted or presented against it, such proceeding or petition (A)
results in a judgment of insolvency or bankruptcy or the entry of an order
for
relief or the making of an order for its winding-up or liquidation or (B) is
not
dismissed, discharged, stayed or restrained in each case within 30 days of
the
institution or presentation thereof; (5) has a resolution passed for its
winding-up, official management or liquidation (other than pursuant to a
consolidation, amalgamation or merger); (6) seeks or becomes subject to the
appointment of an administrator, provisional liquidator, conservator, receiver,
trustee, custodian or other similar official for it or for all or substantially
all its assets; (7) has a secured party take possession of all or substantially
all its assets or has a distress, execution, attachment, sequestration or other
legal process levied, enforced or sued on or against all or substantially all
its assets and such secured party maintains possession, or any such process
is
not dismissed, discharged, stayed or restrained, in each case within 30 days
thereafter; (8) causes or is subject to any event with respect to it which,
under the applicable laws of any jurisdiction, has an analogous effect to any
of
the events specified in clauses (1) to (7) (inclusive); or (9) takes any action
in furtherance of, or indicating its consent to, approval of, or acquiescence
in, any of the foregoing acts; or
(viii) Merger
Without Assumption.
The
party or any Credit Support Provider of such party consolidates or amalgamates
with, or merges with or into, or transfers all or substantially all its assets
to, another entity and, at the time of such consolidation, amalgamation, merger
or transfer:—
(1) the
resulting, surviving or transferee entity fails to assume all the obligations
of
such party or such Credit Support Provider under this Agreement or any Credit
Support Document to which it or its predecessor was a party by operation of
law
or pursuant to an agreement reasonably satisfactory to the other party to this
Agreement; or
(2) the
benefits of any Credit Support Document fail to extend (without the consent
of
the other party) to the performance by such resulting, surviving or transferee
entity of its obligations under this Agreement.
(b) Termination
Events.
The
occurrence at any time with respect to a party or, if applicable, any Credit
Support Provider of such party or any Specified Entity of such party of any
event specified below constitutes an Illegality if the event is specified in
(i)
below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon
Merger if the event is specified in (iii) below, and, if specified to be
applicable, a Credit Event
Upon
Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below:—
(i) Illegality.
Due to
the adoption of, or any change in, any applicable law after the date on which
a
Transaction is entered into, or due to the promulgation of, or any change in,
the interpretation by any court, tribunal or regulatory authority with competent
jurisdiction of any applicable law after such date, it becomes unlawful (other
than as a result of a breach by the party of Section 4(b)) for such party (which
will be the Affected Party):—
(1) to
perform any absolute or contingent obligation to make a payment or delivery
or
to receive a payment or delivery in respect of such Transaction or to comply
with any other material provision of this Agreement relating to such
Transaction; or
(2) to
perform, or for any Credit Support Provider of such party to perform, any
contingent or other obligation which the party (or such Credit Support Provider)
has under any Credit Support Document relating to such Transaction;
(ii) Tax
Event.
Due to
(x) any action taken by a taxing authority, or brought in a court of competent
jurisdiction, on or after the date on which a Transaction is entered into
(regardless of whether such action is taken or brought with respect to a party
to this Agreement) or (y) a Change in Tax Law, the party (which will be the
Affected Party) will, or there is a substantial likelihood that it will, on
the
next succeeding Scheduled Payment Date (1) be required to pay to the other
party
an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4)
(except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2)
receive a payment from which an amount is required to be deducted or withheld
for or on account of a Tax (except in respect of interest under Section 2(e),
6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect
of
such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A)
or (B));
(iii) Tax
Event Upon Merger.
The
party (the “Burdened Party”) on the next succeeding Scheduled Payment Date will
either (1) be required to pay an additional amount in respect of an
Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under
Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount
has been deducted or withheld for or on account of any Indemnifiable Tax in
respect of which the other party is not required to pay an additional amount
(other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a
result of a party consolidating or amalgamating with, or merging with or into,
or transferring all or substantially all its assets to, another entity (which
will be the Affected Party) where such action does not constitute an event
described in Section 5(a)(viii);
(iv) Credit
Event Upon Merger.
If
“Credit Event Upon Merger” is specified in the Schedule as applying to the
party, such party (“X”), any Credit Support Provider of X or any applicable
Specified Entity of X consolidates or amalgamates with, or merges with or into,
or transfers all or substantially all its assets to, another entity and such
action does not constitute an event described in Section 5(a)(viii) but the
creditworthiness of the resulting, surviving or transferee entity is materially
weaker than that of X, such Credit Support Provider or such Specified Entity,
as
the case may be, immediately prior to such action (and, in such event, X or
its
successor or transferee, as appropriate, will be the Affected Party);
or
(v) Additional
Termination Event.
If any
“Additional Termination Event” is specified in the Schedule or any Confirmation
as applying, the occurrence of such event (and, in such event, the Affected
Party or Affected Parties shall be as specified for such Additional Termination
Event in the Schedule or such Confirmation).
(c) Event
of Default and Illegality.
If an
event or circumstance which would otherwise constitute or give rise to an Event
of Default also constitutes an Illegality, it will be treated as an Illegality
and will not constitute an Event of Default.
6. Early
Termination
(a) Right
to Terminate Following Event of Default.
If at
any time an Event of Default with respect to a party (the “Defaulting Party”)
has occurred and is then continuing, the other party (the “Non-defaulting
Party”) may, by not more than 20 days notice to the Defaulting Party specifying
the relevant Event of Default, designate a day not earlier than the day such
notice is effective as an Early Termination Date in respect of all outstanding
Transactions. If, however, “Automatic Early Termination” is specified in the
Schedule as applying to a party, then an Early Termination Date in respect
of
all outstanding Transactions will occur immediately upon the occurrence with
respect to such party of an Event of Default specified in Section 5(a)(vii)(1),
(3), (5), (6) or, to the extent analogous thereto, (8), and as of the time
immediately preceding the institution of the relevant proceeding or the
presentation of the relevant petition upon the occurrence with respect to such
party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent
analogous thereto, (8).
(b) Right
to Terminate Following Termination Event.
(i) Notice.
If a
Termination Event occurs, an Affected Party will, promptly upon becoming aware
of it, notify the other party, specifying the nature of that Termination Event
and each Affected Transaction and will also give such other information about
that Termination Event as the other party may reasonably require.
(ii) Transfer
to Avoid Termination Event.
If
either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there
is
only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened
Party is the Affected Party, the Affected Party will, as a condition to its
right to designate an Early Termination Date under Section 6(b)(iv), use all
reasonable efforts (which will not require such party to incur a loss, excluding
immaterial, incidental expenses) to transfer within 20 days after it gives
notice under Section 6(b)(i) all its rights and obligations under this Agreement
in respect of the Affected Transactions to another of its Offices or Affiliates
so that such Termination Event ceases to exist.
If
the
Affected Party is not able to make such a transfer it will give notice to the
other party to that effect within such 20 day period, whereupon the other party
may effect such a transfer within 30 days after the notice is given under
Section 6(b)(i).
Any
such
transfer by a party under this Section 6(b)(ii) will be subject to and
conditional upon the prior written consent of the other party, which consent
will not be withheld if such other party’s policies in effect at such time would
permit it to enter into transactions with the transferee on the terms
proposed.
(iii) Two
Affected Parties.
If an
Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two
Affected Parties, each party will use all reasonable efforts to reach agreement
within 30 days after notice thereof is given under Section 6(b)(i) on action
to
avoid that Termination Event.
(iv) Right
to Terminate.
If:—
(1) a
transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as
the case may be, has not been effected with respect to all Affected Transactions
within 30 days after an Affected Party gives notice under Section 6(b)(i);
or
(2) an
Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional
Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened
Party is not the Affected Party,
either
party in the case of an Illegality, the Burdened Party in the case of a Tax
Event Upon Merger, any Affected Party in the case of a Tax Event or an
Additional Termination Event if there is more than one Affected Party, or the
party which is not the Affected Party in the case of a Credit Event Upon Merger
or an Additional Termination Event if there is only one Affected Party may,
by
not more
than
20 days notice to the other party and provided that the relevant Termination
Event is then continuing,
designate a day not earlier than the day such notice is effective as an Early
Termination Date in respect of all Affected Transactions.
(c) Effect
of Designation.
(i) If
notice
designating an Early Termination Date is given under Section 6(a) or (b),
the Early Termination Date will occur on the date so designated, whether or
not
the relevant Event of Default or Termination Event is then
continuing.
(ii) Upon
the
occurrence or effective designation of an Early Termination Date, no further
payments or deliveries under Section 2(a)(i) or 2(e) in respect of the
Terminated Transactions will be required to be made, but without prejudice
to
the other provisions of this Agreement. The amount, if any, payable in respect
of an Early Termination Date shall be determined pursuant to Section
6(e).
(d) Calculations.
(i) Statement.
On or
as soon as reasonably practicable following the occurrence of an Early
Termination Date, each party will make the calculations on its part, if any,
contemplated by Section 6(e) and will provide to the other party a statement
(1)
showing, in reasonable detail, such calculations (including all relevant
quotations and specifying any amount payable under Section 6(e)) and (2) giving
details of the relevant account to which any amount payable to it is to be
paid.
In the absence of written confirmation from the source of a quotation obtained
in determining a Market Quotation, the records of the party obtaining such
quotation will be conclusive evidence of the existence and accuracy of such
quotation.
(ii) Payment
Date.
An
amount calculated as being due in respect of any Early Termination Date under
Section 6(e) will be payable on the day that notice of the amount payable is
effective (in the case of an Early Termination Date which is designated or
occurs as a result of an Event of Default) and on the day which is two Local
Business Days after the day on which notice of the amount payable is effective
(in the case of an Early Termination Date which is designated as a result of
a
Termination Event). Such amount will be paid together with (to the extent
permitted under applicable law) interest thereon (before as well as after
judgment) in the Termination Currency, from (and including) the relevant Early
Termination Date to (but excluding) the date such amount is paid, at the
Applicable Rate. Such interest will be calculated on the basis of daily
compounding and the actual number of days elapsed.
(e) Payments
on Early Termination.
If an
Early Termination Date occurs, the following provisions shall apply based on
the
parties’ election in the Schedule of a payment measure, either “Market
Quotation” or “Loss”, and a payment method, either the “First Method” or the
“Second Method”. If the parties fail to designate a payment measure or payment
method in the Schedule, it will be deemed that “Market Quotation” or the “Second
Method”, as the case may be, shall apply. The amount, if any, payable in respect
of an Early Termination Date and determined pursuant to this Section will be
subject to any Set-off.
(i) Events
of Default.
If the
Early Termination Date results from an Event of Default:—
(1) First
Method and Market Quotation.
If the
First Method and Market Quotation apply, the Defaulting Party will pay to the
Non-defaulting Party the excess, if a positive number, of (A) the sum of the
Settlement Amount (determined by the Non-defaulting Party) in respect of the
Terminated Transactions and the Termination Currency Equivalent of the Unpaid
Amounts owing to the Non-defaulting Party over (B) the Termination Currency
Equivalent of the Unpaid Amounts owing to the Defaulting Party.
(2) First
Method and Loss.
If the
First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting
Party, if a positive number, the Non-defaulting Party’s Loss in respect of this
Agreement.
(3) Second
Method and Market Quotation.
If the
Second Method and Market Quotation apply, an amount will be payable equal to
(A)
the sum of the Settlement Amount (determined by
the
Non-defaulting
Party) in respect of the Terminated Transactions and the Termination Currency
Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B)
the
Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting
Party. If that amount is a positive number, the Defaulting Party will pay it
to
the Non-defaulting Party; if it is a negative number, the Non-defaulting Party
will pay the absolute value of that amount to the Defaulting Party.
(4) Second
Method and Loss.
If the
Second Method and Loss apply, an amount will be payable equal to the
Non-defaulting Party’s Loss in respect of this Agreement. If that amount is a
positive number, the Defaulting Party will pay it to the Non-defaulting Party;
if it is a negative number, the Non-defaulting Party will pay the absolute
value
of that amount to the Defaulting Party.
(ii) Termination
Events.
If the
Early Termination Date results from a Termination Event:—
(1) One
Affected Party.
If
there is one Affected Party, the amount payable will be determined in accordance
with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4),
if
Loss applies, except that, in either case, references to the Defaulting Party
and to the Non-defaulting Party will be deemed to be references to the Affected
Party and the party which is not the Affected Party, respectively, and, if
Loss
applies and fewer than all the Transactions are being terminated, Loss shall
be
calculated in respect of all Terminated Transactions.
(2) Two
Affected Parties.
If
there are two Affected Parties:—
(A) if
Market
Quotation applies, each party will determine a Settlement Amount in respect
of
the Terminated Transactions, and an amount will be payable equal to (I) the
sum
of (a) one-half of the difference between the Settlement Amount of the party
with the higher Settlement Amount (“X”) and the Settlement Amount of the party
with the lower Settlement Amount (“Y”) and (b) the Termination Currency
Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency
Equivalent of the Unpaid Amounts owing to Y; and
(B) if
Loss
applies, each party will determine its Loss in respect of this Agreement (or,
if
fewer than all the Transactions are being terminated, in respect of all
Terminated Transactions) and an amount will be payable equal to one-half of
the
difference between the Loss of the party with the higher Loss (“X”) and the Loss
of the party with the lower Loss (“Y”).
If
the
amount payable is a positive number, Y will pay it to X; if it is a negative
number, X will pay the absolute value of that amount to Y.
(iii) Adjustment
for Bankruptcy.
In
circumstances where an Early Termination Date occurs because “Automatic Early
Termination” applies in respect of a party, the amount determined under this
Section 6(e) will be subject to such adjustments as are appropriate and
permitted by law to reflect any payments or deliveries made by one party to
the
other under this Agreement (and retained by such other party) during the period
from the relevant Early Termination Date to the date for payment determined
under Section 6(d)(ii).
(iv) Pre-Estimate.
The
parties agree that if Market Quotation applies an amount recoverable under
this
Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount
is payable for the loss of bargain and the loss of protection against future
risks and except as otherwise provided in this Agreement neither party will
be
entitled to recover any additional damages as a consequence of such
losses.
7. Transfer
Subject
to Section 6(b)(ii), neither this Agreement nor any interest or obligation
in or
under this Agreement may be transferred (whether by way of security or
otherwise) by either party without the prior written consent of the other party,
except that:—
(a) a
party
may make such a transfer of this Agreement pursuant to a consolidation or
amalgamation with, or merger with or into, or transfer of all or substantially
all its assets to, another entity (but without prejudice to any other right
or
remedy under this Agreement); and
(b) a
party
may make such a transfer of all or any part of its interest in any amount
payable to it from a Defaulting Party under Section 6(e).
Any
purported transfer that is not in compliance with this Section will be
void.
8. Contractual
Currency
(a) Payment
in the Contractual Currency.
Each
payment under this Agreement will be made in the relevant currency specified
in
this Agreement for that payment (the “Contractual Currency”). To the extent
permitted by applicable law, any obligation to make payments under this
Agreement in the Contractual Currency will not be discharged or satisfied by
any
tender in any currency other than the Contractual Currency, except to the extent
such tender results in the actual receipt by the party to which payment is
owed,
acting in a reasonable manner and in good faith in converting the currency
so
tendered into the Contractual Currency, of the full amount in the Contractual
Currency of all amounts payable in respect of this Agreement. If for any reason
the amount in the Contractual Currency so received falls short of the amount
in
the Contractual Currency payable in respect of this Agreement, the party
required to make the payment will, to the extent permitted by applicable law,
immediately pay such additional amount in the Contractual Currency as may be
necessary to compensate for the shortfall. If for any reason the amount in
the
Contractual Currency so received exceeds the amount in the Contractual Currency
payable in respect of this Agreement, the party receiving the payment will
refund promptly the amount of such excess.
(b) Judgments.
To the
extent permitted by applicable law, if any judgment or order expressed in a
currency other than the Contractual Currency is rendered (i) for the payment
of
any amount owing in respect of this Agreement, (ii) for the payment of any
amount relating to any early termination in respect of this Agreement or (iii)
in respect of a judgment or order of another court for the payment of any amount
described in (i) or (ii) above, the party seeking recovery, after recovery
in
full of the aggregate amount to which such party is entitled pursuant to the
judgment or order, will be entitled to receive immediately from the other party
the amount of any shortfall of the Contractual Currency received by such party
as a consequence of sums paid in such other currency and will refund promptly
to
the other party any excess of the Contractual Currency received by such party
as
a consequence of sums paid in such other currency if such shortfall or such
excess arises or results from any variation between the rate of exchange at
which the Contractual Currency is converted into the currency of the judgment
or
order for the purposes of such judgment or order and the rate of exchange at
which such party is able, acting in a reasonable manner and in good faith in
converting the currency received into the Contractual Currency, to purchase
the
Contractual Currency with the amount of the currency of the judgment or order
actually received by such party. The term “rate of exchange” includes, without
limitation, any premiums and costs of exchange payable in connection with the
purchase of or conversion into the Contractual Currency.
(c) Separate
Indemnities.
To the
extent permitted by applicable law, these indemnities constitute separate and
independent obligations from the other obligations in this Agreement, will
be
enforceable as separate and independent causes of action, will apply
notwithstanding any indulgence granted by the party to which any payment is
owed
and will not be affected by judgment being obtained or claim or proof being
made
for any other sums payable in respect of this Agreement.
(d) Evidence
of Loss.
For the
purpose of this Section 8, it will be sufficient for a party to demonstrate
that
it would have suffered a loss had an actual exchange or purchase been
made.
9. Miscellaneous
(a) Entire
Agreement.
This
Agreement constitutes the entire agreement and understanding of the parties
with
respect to its subject matter and supersedes all oral communication and prior
writings with respect thereto.
(b) Amendments.
No
amendment, modification or waiver in respect of this Agreement will be effective
unless in writing (including a writing evidenced by a facsimile transmission)
and executed by each of the parties or confirmed by an exchange of telexes
or
electronic messages on an electronic messaging system.
(c) Survival
of Obligations.
Without
prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties
under this Agreement will survive the termination of any
Transaction.
(d) Remedies
Cumulative.
Except
as provided in this Agreement, the rights, powers, remedies and privileges
provided in this Agreement are cumulative and not exclusive of any rights,
powers, remedies and privileges provided by law.
(e) Counterparts
and Confirmations.
(i) This
Agreement (and each amendment, modification and waiver in respect of it) may
be
executed and delivered in counterparts (including by facsimile transmission),
each of which will be deemed an original.
(ii) The
parties intend that they are legally bound by the terms of each Transaction
from
the moment they agree to those terms (whether orally or otherwise). A
Confirmation shall he entered into as soon as practicable and may he executed
and delivered in counterparts (including by facsimile transmission) or be
created by an exchange of telexes or by an exchange of electronic messages
on an
electronic messaging system, which in each case will be sufficient for all
purposes to evidence a binding supplement to this Agreement. The parties will
specify therein or through another effective means that any such counterpart,
telex or electronic message constitutes a Confirmation.
(f) No
Waiver of Rights.
A
failure or delay in exercising any right, power or privilege in respect of
this
Agreement will not be presumed to operate as a waiver, and a single or partial
exercise of any right, power or privilege will not be presumed to preclude
any
subsequent or further exercise, of that right, power or privilege or the
exercise of any other right, power or privilege.
(g) Headings.
The
headings used in this Agreement are for convenience of reference only and are
not to affect the construction of or to be taken into consideration in
interpreting this Agreement.
10. Offices;
Multibranch Parties
(a) If
Section 10(a) is specified in the Schedule as applying, each party that enters
into a Transaction through an Office other than its head or home office
represents to the other party that, notwithstanding the place of booking office
or jurisdiction of incorporation or organisation of such party, the obligations
of such party are the same as if it had entered into the Transaction through
its
head or home office. This representation will be deemed to be repeated by such
party on each date on which a Transaction is entered into.
(b) Neither
party may change the Office through which it makes and receives payments or
deliveries for the purpose of a Transaction without the prior written consent
of
the other party.
(c) If
a
party is specified as a Multibranch Party in the Schedule, such Multibranch
Party may make and receive payments or deliveries under any Transaction through
any Office listed in the Schedule, and the Office through which it makes and
receives payments or deliveries with respect to a Transaction will be specified
in the relevant Confirmation.
11. Expenses
A
Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees
and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document
to
which the Defaulting Party is a party or by reason of the early termination
of
any Transaction, including, but not limited to, costs of
collection.
12. Notices
(a) Effectiveness.
Any
notice or other communication in respect of this Agreement may be given in
any
manner set forth below (except that a notice or other communication under
Section 5 or 6 may not be given by facsimile transmission or electronic
messaging system) to the address or number or in accordance with the electronic
messaging system details provided (see the Schedule) and will be deemed
effective as indicated:—
(i) if
in
writing and delivered in person or by courier, on the date it is
delivered;
(ii) if
sent
by telex, on the date the recipient’s answerback is received;
(iii) if
sent
by facsimile transmission, on the date that transmission is received by a
responsible employee of the recipient in legible form (it being agreed that
the
burden of proving receipt will be on the sender and will not be met by a
transmission report generated by the sender’s facsimile machine);
(iv) if
sent
by certified or registered mail (airmail, if overseas) or the equivalent (return
receipt requested), on the date that mail is delivered or its delivery is
attempted; or
(v) if
sent
by electronic messaging system, on the date that electronic message is
received,
unless
the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered
(or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.
(b) Change
of Addresses.
Either
party may by notice to the other change the address, telex or facsimile number
or electronic messaging system details at which notices or other communications
are to be given to it.
13. Governing
Law and Jurisdiction
(a) Governing
Law.
This
Agreement will be governed by and construed in accordance with the law specified
in the Schedule.
(b) Jurisdiction.
With
respect to any suit, action or proceedings relating to this Agreement
(“Proceedings”), each party irrevocably:—
(i) submits
to the jurisdiction of the English courts, if this Agreement is expressed to
be
governed by English law, or to the non-exclusive jurisdiction of the courts
of
the State of New York and the United States District Court located in the
Borough of Manhattan in New York City, if this Agreement is expressed to be
governed by the laws of the State of New York; and
(ii) waives
any objection which it may have at any time to the laying of venue of any
Proceedings brought in any such court, waives any claim that such Proceedings
have been brought in an inconvenient forum and further waives the right to
object, with respect to such Proceedings, that such court does not have any
jurisdiction over such party.
Nothing
in this Agreement precludes either party from bringing Proceedings in any other
jurisdiction (outside, if this Agreement is expressed to be governed by English
law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Xxx 0000 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.
(c) Service
of Process.
Each
party irrevocably appoints the Process Agent (if any) specified opposite its
name in the Schedule to receive, for it and on its behalf, service of process
in
any Proceedings. If for any
reason
any party’s Process Agent is unable to act as such, such party will promptly
notify the other party and within 30 days appoint a substitute process agent
acceptable to the other party. The parties irrevocably consent to service of
process given in the manner provided for notices in Section 12. Nothing in
this
Agreement will affect the right of either party to serve process in any other
manner permitted by law.
(d) Waiver
of Immunities.
Each
party irrevocably waives, to the fullest extent permitted by applicable law,
with respect to itself and its revenues and assets (irrespective of their use
or
intended use), all immunity on the grounds of sovereignty or other similar
grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way
of
injunction, order for specific performance or for recovery of property, (iv)
attachment of its assets (whether before or after judgment) and (v) execution
or
enforcement of any judgment to which it or its revenues or assets might
otherwise be entitled in any Proceedings in the courts of any jurisdiction
and
irrevocably agrees, to the extent permitted by applicable law, that it will
not
claim any such immunity in any Proceedings.
14. Definitions
As
used
in this Agreement:—
“Additional
Termination Event”
has the
meaning specified in Section 5(b).
“Affected
Party”
has the
meaning specified in Section 5(b).
“Affected
Transactions”
means
(a) with respect to any Termination Event consisting of an Illegality, Tax
Event
or Tax Event Upon Merger, all Transactions affected by the occurrence of such
Termination Event and (b) with respect to any other Termination Event, all
Transactions.
“Affiliate”
means,
subject to the Schedule, in relation to any person, any entity controlled,
directly or indirectly, by the person, any entity that controls, directly or
indirectly, the person or any entity directly or indirectly under common control
with the person. For this purpose, “control” of any entity or person means
ownership of a majority of the voting power of the entity or
person.
“Applicable
Rate”
means:—
(a) in
respect of obligations payable or deliverable (or which would have been but
for
Section 2(a)(iii)) by a Defaulting Party, the Default Rate;
(b) in
respect of an obligation to pay an amount under Section 6(e) of either party
from and after the date (determined in accordance with Section 6(d)(ii)) on
which that amount is payable, the Default Rate;
(c) in
respect of all other obligations payable or deliverable (or which would have
been but for
Section
2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and
(d) in
all
other cases, the Termination Rate.
“Burdened
Party”
has the
meaning specified in Section 5(b).
“Change
in Tax Law”
means
the enactment, promulgation, execution or ratification of, or any change in
or
amendment to, any law (or in the application or official interpretation of
any
law) that occurs on or after the date on which the relevant Transaction is
entered into.
“consent”
includes
a consent, approval, action, authorisation, exemption, notice, filing,
registration or exchange control consent.
“Credit
Event Upon Merger”
has the
meaning specified in Section 5(b).
“Credit
Support Document”
means
any agreement or instrument that is specified as such in this Agreement.
“Credit
Support Provider”
has the
meaning specified in the Schedule.
“Default
Rate”
means a
rate per annum equal to the cost (without proof or evidence of any actual cost)
to the relevant payee (as certified by it) if it were to fund or of funding
the
relevant amount plus 1% per annum.
“Defaulting
Party”
has the
meaning specified in Section 6(a).
“Early
Termination Date”
means
the date determined in accordance with Section 6(a) or 6(b)(iv).
“Event
of Default”
has the
meaning specified in Section 5(a) and, if applicable, in the
Schedule.
“Illegality”
has the
meaning specified in Section 5(b).
“Indemnifiable
Tax”
means
any Tax other than a Tax that would not be imposed in respect of a payment
under
this Agreement but for a present or former connection between the jurisdiction
of the government or taxation authority imposing such Tax and the recipient
of
such payment or a person related to such recipient (including, without
limitation, a connection arising from such recipient or related person being
or
having been a citizen or resident of such jurisdiction, or being or having
been
organised, present or engaged in a trade or business in such jurisdiction,
or
having or having had a permanent establishment or fixed place of business in
such jurisdiction, but excluding a connection arising solely from such recipient
or related person having executed, delivered, performed its obligations or
received a payment under, or enforced, this Agreement or a Credit Support
Document).
“law”
includes
any treaty, law, rule or regulation (as modified, in the case of tax matters,
by
the practice of any relevant governmental revenue authority) and “lawful” and
“unlawful” will be construed accordingly.
“Local
Business Day”
means,
subject to the Schedule, a day on which commercial banks are open for business
(including dealings in foreign exchange and foreign currency deposits) (a)
in
relation to any obligation under Section 2(a)(i), in the place(s) specified
in
the relevant Confirmation or, if not so specified, as otherwise agreed by the
parties in writing or determined pursuant to provisions contained, or
incorporated by reference, in this Agreement, (b) in relation to any other
payment, in the place where the relevant account is located and, if different,
in the principal financial centre, if any, of the currency of such payment,
(c)
in relation to any notice or other communication, including notice contemplated
under Section 5(a)(i), in the city specified in the address for notice provided
by the recipient and, in the case of a notice contemplated by Section 2(b),
in
the place where the relevant new account is to be located and (d) in relation
to
Section 5(a)(v)(2), in the relevant locations for performance with respect
to
such Specified Transaction.
“Loss”
means,
with respect to this Agreement or one or more Terminated Transactions, as the
case may be, and a party, the Termination Currency Equivalent of an amount
that
party reasonably determines in good faith to be its total losses and costs
(or
gain, in which case expressed as a negative number) in connection with this
Agreement or that Terminated Transaction or group of Terminated Transactions,
as
the case may be, including any loss of bargain, cost of funding or, at the
election of such party but without duplication, loss or cost incurred as a
result of its terminating, liquidating, obtaining or reestablishing any hedge
or
related trading position (or any gain resulting from any of them). Loss includes
losses and costs (or gains) in respect of any payment or delivery required
to
have been made (assuming satisfaction of each applicable condition precedent)
on
or before the relevant Early Termination Date and not made, except, so as to
avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies.
Loss
does not include a party’s legal fees and out-of-pocket expenses referred to
under Section 11. A party will determine its Loss as of the relevant Early
Termination Date, or, if that is not reasonably practicable, as of the earliest
date thereafter as is reasonably practicable. A party may (but need not)
determine its Loss by reference to quotations of relevant rates or prices from
one or more leading dealers in the relevant markets.
“Market
Quotation”
means,
with respect to one or more Terminated Transactions and a party making the
determination, an amount determined on the basis of quotations from Reference
Market-makers. Each quotation will be for an amount, if any, that would be
paid
to such party (expressed as a negative number) or by such party (expressed
as a
positive number) in consideration of an agreement between such party (taking
into account any existing Credit Support Document with respect to the
obligations of such party) and the quoting Reference Market-maker to enter
into
a transaction (the “Replacement Transaction”) that would have the effect of
preserving for such party the economic equivalent of any payment or delivery
(whether the underlying obligation was absolute or contingent and assuming
the
satisfaction of each applicable condition precedent) by the parties under
Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
Transactions that would, but for the occurrence of the relevant Early
Termination Date, have been
required after that date. For this purpose, Unpaid Amounts in respect of the
Terminated Transaction or group of Terminated Transactions are to be excluded
but, without limitation, any payment or delivery that would, but for the
relevant Early Termination Date, have been required (assuming satisfaction
of
each applicable condition precedent) after that Early Termination Date is to
be
included. The Replacement Transaction would be subject to such documentation
as
such party and the Reference Market-maker may, in good faith, agree. The party
making the determination (or its agent) will request each Reference Market-maker
to provide its quotation to the extent reasonably practicable as of the same
day
and time (without regard to different time zones) on or as soon as reasonably
practicable after the relevant Early Termination Date. The day and time as
of
which those quotations are to be obtained will be selected in good faith by
the
party obliged to make a determination under Section 6(e), and, if each party
is
so obliged, after consultation with the other. If more than three quotations
are
provided, the Market Quotation will be the arithmetic mean of the quotations,
without regard to the quotations having the highest and lowest values. If
exactly three such quotations are provided, the Market Quotation will be the
quotation remaining after disregarding the highest and lowest quotations. For
this purpose, if more than one quotation has the same highest value or lowest
value, then one of such quotations shall be disregarded. If fewer than three
quotations are provided, it will be deemed that the Market Quotation in respect
of such Terminated Transaction or group of Terminated Transactions cannot be
determined.
“Non-default
Rate”
means a
rate per annum equal to the cost (without proof or evidence of any actual cost)
to the Non-defaulting Party (as certified by it) if it were to fund the relevant
amount.
“Non-defaulting
Party”
has the
meaning specified in Section 6(a).
“Office”
means a
branch or office of a party, which may be such party’s head or home
office.
“Potential
Event of Default”
means
any event which, with the giving of notice or the lapse of time or both, would
constitute an Event of Default.
“Reference
Market-makers”
means
four leading dealers in the relevant market selected by the party determining
a
Market Quotation in good faith (a) from among dealers of the highest credit
standing which satisfy all the criteria that such party applies generally at
the
time in deciding whether to offer or to make an extension of credit and (b)
to
the extent practicable, from among such dealers having an office in the same
city.
“Relevant
Jurisdiction”
means,
with respect to a party, the jurisdictions (a) in which the party is
incorporated, organised, managed and controlled or considered to have its seat,
(b) where an Office through which the party is acting for purposes of this
Agreement is located, (c) in which the party executes this Agreement and (d)
in
relation to any payment, from or through which such payment is
made.
“Scheduled
Payment Date”
means a
date on which a payment or delivery is to be made under Section 2(a)(i) with
respect to a Transaction.
“Set-off”
means
set-off, offset, combination of accounts, right of retention or withholding
or
similar right or requirement to which the payer of an amount under Section
6 is
entitled or subject (whether arising under this Agreement, another contract,
applicable law or otherwise) that is exercised by, or imposed on, such
payer.
“Settlement
Amount”
means,
with respect to a party and any Early Termination Date, the sum
of:—
(e) the
Termination Currency Equivalent of the Market Quotations (whether positive
or
negative) for each Terminated Transaction or group of Terminated Transactions
for which a Market Quotation is determined; and
(f) such
party’s Loss (whether positive or negative and without reference to any Unpaid
Amounts) for each Terminated Transaction or group of Terminated Transactions
for
which a Market Quotation cannot be determined or would not (in the reasonable
belief of the party making the determination) produce a commercially reasonable
result.
“Specified
Entity”
has the
meanings specified in the Schedule.
“Specified
Indebtedness”
means,
subject to the Schedule, any obligation (whether present or future, contingent
or otherwise, as principal or surety or otherwise) in respect of borrowed
money.
“Specified
Transaction”
means,
subject to the Schedule, (a) any transaction (including an agreement with
respect thereto) now existing or hereafter entered into between one party to
this Agreement (or any Credit Support Provider of such party or any applicable
Specified Entity of such party) and the other party to this Agreement (or any
Credit Support Provider of such other party or any applicable Specified Entity
of such other party) which is a rate swap transaction, basis swap, forward
rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect to any
of
these transactions), (b) any combination of these transactions and (c) any
other
transaction identified as a Specified Transaction in this Agreement or the
relevant confirmation.
“Stamp
Tax”
means
any stamp, registration, documentation or similar tax.
“Tax”
means
any present or future tax, levy, impost, duty, charge, assessment or fee of
any
nature (including interest, penalties and additions thereto) that is imposed
by
any government or other taxing authority in respect of any payment under this
Agreement other than a stamp, registration, documentation or similar
tax.
“Tax
Event”
has the
meaning specified in Section 5(b).
“Tax
Event Upon Merger”
has the
meaning specified in Section 5(b).
“Terminated
Transactions”
means
with respect to any Early Termination Date (a) if resulting from a Termination
Event, all Affected Transactions and (b) if resulting from an Event of Default,
all Transactions (in either case) in effect immediately before the effectiveness
of the notice designating that Early Termination Date (or, if “Automatic Early
Termination” applies, immediately before that Early Termination
Date).
“Termination
Currency”
has the
meaning specified in the Schedule.
“Termination
Currency Equivalent”
means,
in respect of any amount denominated in the Termination Currency, such
Termination Currency amount and, in respect of any amount denominated in a
currency other than the Termination Currency (the “Other Currency”), the amount
in the Termination Currency determined by the party making the relevant
determination as being required to purchase such amount of such Other Currency
as at the relevant Early Termination Date, or, if the relevant Market Quotation
or Loss (as the case may be), is determined as of a later date, that later
date,
with the Termination Currency at the rate equal to the spot exchange rate of
the
foreign exchange agent (selected as provided below) for the purchase of such
Other Currency with the Termination Currency at or about 11:00 a.m. (in the
city
in which such foreign exchange agent is located) on such date as would be
customary for the determination of such a rate for the purchase of such Other
Currency for value on the relevant Early Termination Date or that later date.
The foreign exchange agent will, if only one party is obliged to make a
determination under Section 6(e), be selected in good faith by that party and
otherwise will be agreed by the parties.
“Termination
Event”
means an
Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be
applicable, a Credit Event Upon Merger or an Additional Termination
Event.
“Termination
Rate”
means a
rate per annum equal to the arithmetic mean of the cost (without proof or
evidence of any actual cost) to each party (as certified by such party) if
it
were to fund or of funding such amounts.
“Unpaid
Amounts”
owing to
any party means, with respect to an Early Termination Date, the aggregate of
(a)
in respect of all Terminated Transactions, the amounts that became payable
(or
that would have become payable but for Section 2(a)(iii)) to such party under
Section 2(a)(i) on or prior to such Early Termination Date and which remain
unpaid as at such Early Termination Date and (b) in respect of each Terminated
Transaction, for each obligation under Section 2(a)(i) which was (or would
have
been but for Section 2(a)(iii)) required to be settled by delivery to such
party
on or prior to such Early Termination Date and which has not been so settled
as
at such Early Termination Date, an amount equal to the fair market value
of
that which was (or would have been) required to be delivered as of the
originally scheduled date for
delivery, in each case together with (to the extent permitted under applicable
law) interest, in the currency, of
such
amounts, from (and including) the date such amounts or obligations were or
would
have been required to
have
been paid or performed to (but excluding) such Early Termination Date, at the
Applicable Rate. Such amounts
of interest will be calculated on the basis of daily compounding and the actual
number of days elapsed.
The fair market value of any obligation referred to in clause (b) above shall
be
reasonably determined
by the party obliged to make the determination under Section 6(e) or, if each
party is so obliged, it
shall
be the average of the Termination Currency Equivalents of the fair market values
reasonably determined
by both parties.
IN
WITNESS WHEREOF the parties have executed this document on the respective dates
specified below with
effect from the date specified on the first page of this document.
CREDIT
SUISSE INTERNATIONAL
|
U.S.
BANK NATIONAL ASSOCIATION,
NOT
INDIVIDUALLY, BUT SOLELY AS
TRUSTEE
ON BEHALF OF
THE
SUPPLEMENTAL INTEREST TRUST
CREATED
UNDER THE
POOLING
AND SERVICING AGREEMENT FOR THE HOME
EQUITY MORTGAGE TRUST
2006-4,
HOME EQUITY MORTGAGE PASS THROUGH CERTIFICATES, SERIES
2006-4
|
|
("Party
A")
|
("Party
B")
|
|
By:_________________________________
Name:
Title:
|
||
By:_________________________________
Name:
Title:
|
By:_________________________________
Name:
Title:
|
Swap
Schedule
SCHEDULE
to
the
Master
Agreement
[
|
CREDIT
SUISSE INTERNATIONAL
One
Cabot Square,
Telephone 000 0000 0000
Xxxxxx
X00 0XX
xxx.xxxxxx-xxxxxx.xxx
|
EXHIBIT
DD
FORM
OF
CONFIRMATION TO THE SWAP AGREEMENT
Facsimile
Cover Sheet
To:
|
U.S.
Bank National Association, not individually, but solely as trustee
on
behalf of the Supplemental Interest Trust created under the Pooling
Servicing Agreement for the Home Equity Mortgage Trust 2006-4,
Home Equity
Mortgage Pass-Through Certificates, Series 2006-4
|
Attention:
|
Xxxxxxxx
Xxxxx, CSi Marketer
|
Fax
number:
|
To
be delivered by Xxxxxxxx Xxxxx
|
Date:
|
30
August 2006
|
Pages
(including cover page): 10
Our
Reference No: External ID: 9330927
/ Risk
ID: 562080031
Credit
Suisse International has entered into a transaction with you as attached. Please
find attached a letter agreement (the "Confirmation") which confirms the terms
and conditions of the above transaction.
If
you
agree with the terms specified therein, please
arrange for the Confirmation to be signed by your authorised
signatories
and
return a signed copy to this office to the facsimile listed below.
For
Interest Rate Products:
Telephone
Numbers: (000) 000-0000
Facsimile
number: (000) 000-0000
Email:
xxxx.xxx-xxx-xxxxxx-xx@xxxxxx-xxxxxx.xxx
|
|
For
Equity Derivatives:
Telephone
numbers: (000) 000-0000 / (000) 000-0000 / (000) 000-0000
Facsimile
number: (000) 000-0000
|
For
Credit Derivatives:
Telephone
Numbers: (000) 000-0000
Facsimile
number: (000) 000-0000
Email:
xxxx.xxx-xxx-xxxxxx-xx@xxxxxx-xxxxxx.xxx
|
|
We
are
delighted to have entered into this transaction with you.
CONFIDENTIALITY
NOTICE: This facsimile is intended only for the use of the individual or entity
to which it is addressed and may contain information which is privileged and
confidential. If the reader of this message is not the intended recipient or
an
employee or agent responsible for delivering the message to the intended
recipient, you are hereby notified that any dissemination, distribution or
copying of this communication is strictly prohibited. If you have received
this
communication in error, please notify us immediately by telephone and return
the
original message to us by mail. Thank you.
30
August
2006
U.S.
Bank
National Association, not individually, but solely
as
trustee on behalf of the Supplemental Interest Trust created under the Pooling
Servicing Agreement for the Home Equity Mortgage Trust 2006-4, Home Equity
Mortgage Pass-Through Certificates, Series 2006-4
External
ID: 9330927
Dear
Sir/Madam
The
purpose of this letter agreement (this "Confirmation") is to confirm the terms
and conditions of the Transaction entered into between us on the Trade Date
specified below (the "Transaction"). This Confirmation constitutes a
"Confirmation" as referred to in the Agreement specified below.
In
this Confirmation "CSi" means Credit Suisse International and "Counterparty"
means U.S. Bank National Association, not individually, but solely as trustee
on
behalf of the Supplemental Interest Trust created under the Pooling Servicing
Agreement for the Home Equity Mortgage Trust 2006-4, Home Equity Mortgage Pass
Through Certificates, Series 2006-4.
1.
|
The
definitions and provisions contained in the 2000 ISDA Definitions
(as
published by the International Swaps and Derivatives Association,
Inc.)
(the "Definitions") are incorporated into this Confirmation. In the
event
of any inconsistency between those definitions and provisions and
this
Confirmation, this Confirmation will govern. References herein to
a
"Transaction" shall be deemed to be references to a "Swap Transaction"
for
the purposes of the 2000 ISDA
Definitions.
|
This
Confirmation supplements, forms part of, and is subject to, the 1992
ISDA
Master Agreement dated as of 30 August 2006 as amended and supplemented
from time to time (the "Agreement"), between you and us. All provisions
contained in the Agreement govern this Confirmation except as expressly
modified below.
|
CSi
and Counterparty each represents to the other that it has entered
into
this Swap Transaction in reliance upon such tax, accounting, regulatory,
legal, and financial advice as it deems necessary and not upon any
view
expressed by the other.
|
Capitalized
terms used but not defined herein or in the Definitions shall have
the
meanings given to such terms in the Pooling Servicing Agreement dated
as
of August 1, 2006, among
Credit Suisse First Boston Mortgage Securities Corp., as Depositor,
DLJ
Mortgage Capital, Inc., as Seller, Ocwen Loan Servicing, LLC, as
Servicer,
Select Portfolio Servicing, Inc., as Servicer and Special Servicer
and
U.S. Bank National Association, as Trustee for
Home Equity Mortgage Trust 2006-4, as amended and supplemented from
time
to time (the "PSA ").
|
2.
|
The
terms of the particular Transaction to which this Confirmation relates
are
as follows:
|
Notional
Amount: For
any
Payment Date:
1.
If the
aggregate Class Principal Balance of the Offered Certificates (other than the
Class A-R Certificates) and the Class B-2 Certificates for the immediately
preceding Distribution Date after
giving effect to distributions on such preceding Distribution Date
(or as
of the Closing Date for the first Payment Date) is greater than the Lower Bound
and less than the Upper Bound for the related Calculation Period, the Notional
Amount will be the excess, if any, of (i) the aggregate Class Principal Balance
of the Offered Certificates (other than the Class A-R Certificates) and the
Class B-2 Certificates for the immediately preceding Distribution Date after
giving effect to distributions on such preceding Distribution Date (or as of
the
Closing Date for the first Payment Date ) over (ii) the aggregate Class
Principal Balance of the Class A-1 Certificates and Class A-2 Certificates
for
the immediately preceding Distribution Date after giving effect to distributions
on such preceding Distribution Date (or as of the Closing Date for the first
Payment Date)
2.
If the
aggregate Class Principal Balance of the Offered Certificates (other than the
Class A-R Certificates) and Class B-2 Certificates for the immediately preceding
Distribution Date after giving effect to distributions on such preceding
Distribution Date (or as of the Closing Date for the first Payment Date) is
less
than or equal to the Lower Bound for the related Calculation Period, the
Notional Amount will be the excess, if any, of (i) the Lower Bound over (ii)
the
aggregate Class Principal Balance of the Class A-1 Certificates and Class A-2
Certificates for the immediately preceding Distribution Date after giving effect
to distributions on such preceding Distribution Date (or as of the Closing
Date
for the first Payment Date).
3.
If the
aggregate Class Principal Balance of the Offered Certificates (other than the
Class A-R Certificates) and Class B-2 Certificates for the immediately preceding
Distribution Date after giving effect to distributions on such preceding
Distribution Date (or as of the Closing Date for the First Payment Date) is
greater than or equal to the Upper Bound for the related Calculation Period,
the
Notional Amount will be excess, if any, of (i) the Upper Bound over (ii) the
aggregate Class Principal Balance of the Class A-1 Certificates and Class A-2
Certificates for the immediately preceding distribution date after giving effect
to distributions on such preceding Distribution Date (or as of the Closing
Date
for the first Payment Date).
Trade
Date:
|
26
July 2006
|
Effective
Date:
|
30
August 2006
|
Termination
Date:
|
25
February 2010, subject to adjustment in accordance with the Following
Business Day Convention
|
Fixed
Amounts:
Fixed
Rate Payer:
|
Counterparty
|
Fixed
Rate Payer
|
|
Period
End Dates:
|
The
25th
calendar day of each month, commencing on 25 September 2006, subject
to No
Adjustment.
|
Fixed
Rate Payer Payment
|
|
Dates:
|
One
Business Day prior to Fixed Rate Payer Period End Date.
|
Fixed
Rate Payer
|
|
Initial
Calculation Period
|
From
and including 30 August 2006 up to but excluding the Fixed Rate
Payer
Period End Date scheduled to occur on 25 September
2006.
|
Fixed
Rate:
|
5.9000
% per annum
|
Fixed
Rate
|
|
Day
Count Fraction:
|
30/360
|
Floating
Amounts:
Floating
Rate Payer:
|
CSi
|
Floating
Rate Payer
|
|
Period
End Dates:
|
The
25th
calendar day of each month commencing on 25 September 2006, subject
to
adjustment in accordance with the Following Business Day
Convention.
|
Floating
Rate Payer
|
|
Payment
Dates:
|
One
Business Day prior to the Fixed Rate Payer Period End
Date.
|
Floating
Rate Payer
|
|
Initial
Calculation Period
|
From
and including 30 August 2006 up to but excluding the Floating Rate
payer
Period End Date scheduled to occur on 25 September
2006.
|
Floating
Rate Option:
|
USD-LIBOR-BBA
|
Floating
Rate
|
|
Day
Count Fraction:
|
Actual/360
|
Reset
Dates:
|
The
first day of each Calculation Period
|
Compounding:
|
Inapplicable
|
Business
Day:
|
New
York, Illinois, Minnesota, Texas, Utah or
Florida
|
Calculation
Agent:
CSi
3.
Upfront
Payment:
Upfront
Payer:
|
CSi
|
Upfront
Amount:
|
USD
640,000
|
Upfront
Payment Date:
|
Effective
Date
|
4.
|
Account
Details:
|
Payments
to CSi: As
advised separately in writing
Payments
to Counterparty: U.S.
Bank National
Association
&
#160
; ABA: 000000000
DDA:
173103322058
Ref:
CSFBMSC-HEMT 2006-4
Attn:
Xxxx
Xxxxxxxxx
5.
Calculation
of Market Quotation or Loss following a designation of an Early Termination
Date:
Upon
designation of an Early Termination Date with respect to this Transaction,
the
relevant party in calculating the Market Quotation or Loss, as appropriate,
for
this Transaction shall take into account the anticipated amortization of the
Aggregate Class Principal of the Certificates for all Calculation Periods that
would otherwise have ended on Period End Dates that would otherwise have fallen
after such Early Termination Date.
For
the
purpose of facilitating this Transaction, an Affiliate of CSi, which is
organized in the United States of America (the “Agent”), has acted as agent for
CSi. The Agent is not a principal with respect to this Transaction and shall
have no responsibility or liability to the parties as a principal with respect
to this Transaction.
Credit
Suisse International is authorized and regulated by the Financial Services
Authority and has entered into this transaction as principal. The time at which
the above transaction was executed will be notified to Counterparty on
request.
ADDITIONAL
TERMS
Period
|
Payment
Date
|
Lower
Bound
|
Upper
Bound
|
1
|
25-Sep-06
|
514,500,000
|
514,500,000
|
2
|
25-Oct-06
|
491,295,000
|
504,262,500
|
3
|
25-Nov-06
|
467,512,500
|
493,500,000
|
4
|
25-Dec-06
|
443,047,500
|
482,212,500
|
5
|
25-Jan-07
|
418,005,000
|
470,400,000
|
6
|
25-Feb-07
|
392,490,000
|
458,115,000
|
7
|
25-Mar-07
|
366,607,500
|
445,357,500
|
8
|
25-Apr-07
|
340,462,500
|
432,127,500
|
9
|
25-May-07
|
314,160,000
|
418,582,500
|
10
|
25-Jun-07
|
289,852,500
|
405,352,500
|
11
|
25-Jul-07
|
267,277,500
|
392,490,000
|
12
|
25-Aug-07
|
246,382,500
|
379,995,000
|
13
|
25-Sep-07
|
227,062,500
|
367,867,500
|
14
|
25-Oct-07
|
209,107,500
|
356,055,000
|
15
|
25-Nov-07
|
192,570,000
|
344,557,500
|
16
|
25-Dec-07
|
177,187,500
|
333,375,000
|
17
|
25-Jan-08
|
162,960,000
|
322,507,500
|
18
|
25-Feb-08
|
149,835,000
|
311,955,000
|
19
|
25-Mar-08
|
137,655,000
|
301,717,500
|
20
|
25-Apr-08
|
126,367,500
|
291,742,500
|
21
|
25-May-08
|
115,920,000
|
282,082,500
|
22
|
25-Jun-08
|
106,312,500
|
272,685,000
|
23
|
25-Jul-08
|
97,387,500
|
263,550,000
|
24
|
25-Aug-08
|
89,092,500
|
254,730,000
|
25
|
25-Sep-08
|
81,480,000
|
246,120,000
|
26
|
25-Oct-08
|
74,445,000
|
237,772,500
|
27
|
25-Nov-08
|
67,935,000
|
229,687,500
|
28
|
25-Dec-08
|
61,897,500
|
221,812,500
|
29
|
25-Jan-09
|
56,332,500
|
214,200,000
|
30
|
25-Feb-09
|
51,187,500
|
206,797,500
|
31
|
25-Mar-09
|
46,410,000
|
199,657,500
|
32
|
25-Apr-09
|
42,000,000
|
192,727,500
|
33
|
25-May-09
|
-
|
186,007,500
|
34
|
25-Jun-09
|
-
|
179,497,500
|
35
|
25-Jul-09
|
-
|
173,197,500
|
36
|
25-Aug-09
|
-
|
167,160,000
|
37
|
25-Sep-09
|
-
|
161,280,000
|
38
|
25-Oct-09
|
-
|
155,557,500
|
39
|
25-Nov-09
|
-
|
150,097,500
|
40
|
25-Dec-09
|
-
|
144,742,500
|
41
|
25-Jan-10
|
-
|
139,650,000
|
42
|
25-Feb-10
|
-
|
134,662,500
|
Please
confirm that the foregoing correctly sets forth the terms of our agreement
by
signing and returning this Confirmation.
Yours
faithfully,
Credit
Suisse International
By:______________________________
Name:
Title:
Confirmed
as of the date first written above:
U.S.
Bank
National Association, not individually, but
solely
as
trustee on behalf of the Supplemental Interest Trust created under the Pooling
Servicing Agreement for the Home Equity Mortgage Trust 2006-4, Home Equity
Mortgage Pass-Through Certificates, Series 2006-4
By:________________________________
Name:
Title:
Our
Reference No: External ID: 9330927 / Risk ID: 562080031
EXHIBIT
EE
Servicing
Criteria to Be Addressed in Assessment of Compliance
Key:
X
-
obligation
Where
there are multiple checks for criteria the attesting party will identify in
their management assertion that they are attesting only to the portion of the
distribution chain they are responsible for in the related transaction
agreements.
Reg AB Reference | Servicing Criteria | Servicer and Special Servicer | Custodian |
Trustee
|
||||
General
Servicing Considerations
|
||||||||
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
(Ocwen
only)
|
X
|
|||||
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
||||||
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the Pool Assets are maintained.
|
N/A
|
||||||
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
X
|
||||||
Cash
Collection and Administration
|
||||||||
1122(d)(2)(i)
|
Payments
on pool assets are deposited into the appropriate custodial bank
accounts
and related bank clearing accounts no more than two business days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
||||||
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
X
|
|||||
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction agreements.
|
X
|
||||||
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of over collateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
N/A
|
X
|
|||||
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
|
X
|
||||||
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized access.
|
X
|
||||||
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities
related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their
original
identification, or such other number of days specified in the transaction
agreements.
|
X
|
||||||
Investor
Remittances and Reporting
|
||||||||
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission,
are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of Pool Assets serviced by the Servicer.
|
X
|
||||||
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with
timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
||||||
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the
Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
||||||
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank statements.
|
X
|
||||||
Pool
Asset Administration
|
||||||||
1122(d)(4)(i)
|
Collateral
or security on pool assets is maintained as required by the transaction
agreements or related pool asset documents.
|
X
|
X
|
|||||
1122(d)(4)(ii)
|
Pool
assets and related documents are safeguarded as required by the
transaction agreements
|
X
|
X
|
|||||
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements.
|
X
|
X
|
|||||
1122(d)(4)(iv)
|
Payments
on pool assets, including any payoffs, made in accordance with
the related
pool asset documents are posted to the Servicer’s obligor records
maintained no more than two business days after receipt, or such
other
number of days specified in the transaction agreements, and allocated
to
principal, interest or other items (e.g., escrow) in accordance
with the
related pool asset documents.
|
X
|
||||||
1122(d)(4)(v)
|
The
Servicer’s records regarding the pool assets agree with the Servicer’s
records with respect to an obligor’s unpaid principal balance.
|
X
|
||||||
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's pool assets
(e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
||||||
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
||||||
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period
a pool
asset is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent pool assets including, for
example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or unemployment).
|
X
|
||||||
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for pool assets with variable
rates
are computed based on the related pool asset documents.
|
X
|
||||||
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s pool asset documents,
on at least an annual basis, or such other period specified in
the
transaction agreements; (B) interest on such funds is paid, or
credited,
to obligors in accordance with applicable pool asset documents
and state
laws; and (C) such funds are returned to the obligor within 30
calendar
days of full repayment of the related pool assets, or such other
number of
days specified in the transaction agreements.
|
X
|
||||||
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
||||||
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the Servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
||||||
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
||||||
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
||||||
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set
forth in
the transaction agreements.
|
N/A
|
X
|
EXHIBIT
FF
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
As
to
each item described below, the entity indicated as the Responsible Party shall
be primarily responsible for reporting the information to the Trustee pursuant
to Section 8.12(a)(i), (ii) and (iii). If the Trustee is indicated below as
to
any item, then the Trustee is primarily responsible for obtaining that
information.
Under
Item 1 of Form 10-D: a) items marked “4.06 statement” are required to be
included in the Monthly Statement under Section 4.06, provided by the Trustee
based on information received from the Servicers to the extent required of
the
Servicers under the Pooling and Servicing Agreement; and b) items marked “Form
10-D report” are required to be in the Form 10-D report but not the 4.06
statement, provided by the party indicated. Information under all other Items
of
Form 10-D is to be included in the Form 10-D report. Items indicated as “N/A”
are not applicable to the transaction.
For
purposes of this Exhibit, “Servicer” includes the Special Servicer.
Form
|
Item
|
Description
|
Responsible
Party
|
|
10-D
|
||||
1
|
Distribution
and Pool Performance Information
|
|||
Item
1121(a) - Distribution and Pool Performance
Information
|
||||
(1)
Any applicable record dates, accrual dates, determination dates
for
calculating distributions and actual distribution dates for the
distribution period.
|
4.06
statement
|
|||
(2)
Cash flows received and the sources thereof for distributions,
fees and
expenses.
|
4.06
statement
|
|||
(3)
Calculated amounts and distribution of the flow of funds for the
period
itemized by type and priority of payment, including:
|
4.06
statement
|
|||
(i)
Fees or expenses accrued and paid, with an identification of the
general
purpose of such fees and the party receiving such fees or
expenses.
|
4.06
statement
|
|||
(ii)
Payments accrued or paid with respect to enhancement or other support
identified in Item 1114 of Regulation AB (such as insurance premiums
or
other enhancement maintenance fees), with an identification of
the general
purpose of such payments and the party receiving such
payments.
|
N/A
|
|||
(iii)
Principal, interest and other distributions accrued and paid on
the
asset-backed securities by type and by class or series and any
principal
or interest shortfalls or carryovers.
|
4.06
statement
|
|||
(iv)
The amount of excess cash flow or excess spread and the disposition
of
excess cash flow.
|
4.06
statement
|
|||
(4)
Beginning and ending principal balances of the asset-backed
securities.
|
4.06
statement
|
|||
(5)
Interest rates applicable to the pool assets and the asset-backed
securities, as applicable. Consider providing interest rate information
for pool assets in appropriate distributional groups or incremental
ranges.
|
4.06
statement
|
|||
(6)
Beginning and ending balances of transaction accounts, such as
reserve
accounts, and material account activity during the period.
|
4.06
statement
|
|||
(7)
Any amounts drawn on any credit enhancement or other support identified
in
Item 1114 of Regulation AB, as applicable, and the amount of coverage
remaining under any such enhancement, if known and
applicable.
|
N/A
|
|||
(8)
Number and amount of pool assets at the beginning and ending of
each
period, and updated pool composition information, such as weighted
average
coupon, weighted average life, weighted average remaining term,
pool
factors and prepayment amounts.
|
4.06
statement
Updated
pool composition information fields to be as reasonably requested
by
Depositor in writing to each Servicer and the Trustee at least
30 days
prior to the related Servicer Data Remittance Date from time to
time
|
|||
(9)
Delinquency and loss information for the period.
In
addition, describe any material changes to the information specified
in
Item 1100(b)(5) of Regulation AB regarding the pool
assets.
|
4.06
statement.
Form
10-D report: Servicer/Depositor
|
|||
(10)
Information on the amount, terms and general purpose of any advances
made
or reimbursed during the period, including the general use of funds
advanced and the general source of funds for
reimbursements.
|
4.06
statement
|
|||
(11)
Any material modifications, extensions or waivers to pool asset
terms,
fees, penalties or payments during the distribution period or that
have
cumulatively become material over time.
|
Form
10-D report: Depositor
|
|||
(12)
Material breaches of pool asset representations or warranties or
transaction covenants.
|
Form
10-D report: Seller (subject to Depositor approval)
|
|||
(13)
Information on ratio, coverage or other tests used for determining
any
early amortization, liquidation or other performance trigger and
whether
the trigger was met.
|
4.06
statement
|
|||
(14)
Information regarding any new issuance of asset-backed securities
backed
by the same asset pool,
|
Form
10-D report: Depositor
|
|||
[information
regarding] any pool asset changes (other than in connection with
a pool
asset converting into cash in accordance with its terms), such
as
additions or removals in connection with a prefunding or revolving
period
and pool asset substitutions and repurchases (and purchase rates,
if
applicable), and cash flows available for future purchases, such
as the
balances of any prefunding or revolving accounts, if
applicable.
|
Form
10-D report: Seller (subject to Depositor approval)
|
|||
Disclose
any material changes in the solicitation, credit-granting, underwriting,
origination, acquisition or pool selection criteria or procedures,
as
applicable, used to originate, acquire or select the new pool
assets.
|
Form
10-D report: Seller (subject to Depositor approval)
|
|||
Item
1121(b) - Pre-Funding or Revolving Period Information
Updated
pool information as required under Item 1121(b).
|
Seller
(subject to Depositor approval)
|
|||
2
|
Legal
Proceedings
|
|||
Item
1117 - Legal proceedings pending against the following entities,
or their
respective property, that is material to Certificateholders, including
proceedings known to be contemplated by governmental
authorities:
|
||||
Sponsor
(Seller)
|
Seller
|
|||
Depositor
|
Depositor
|
|||
Trustee
|
Trustee
|
|||
Issuing
entity
|
Depositor
|
|||
Servicer
or any Subservicer to which Servicer delegates servicing function
to that
is servicing 20% or more of pool assets at time of report
|
Servicer
|
|||
Originator
of 20% or more of pool assets as of the Cut-off Date
|
Depositor
|
|||
Custodian
|
Custodian
|
|||
3
|
Sales
of Securities and Use of Proceeds
|
|||
Information
from Item 2(a) of Part II of Form 10-Q:
With
respect to any sale of securities by the sponsor, depositor or
issuing
entity, that are backed by the same asset pool or are otherwise
issued by
the issuing entity, whether or not registered, provide the sales
and use
of proceeds information in Item 701 of Regulation S-K. Pricing
information
can be omitted if securities were not registered.
|
Depositor
|
|||
4
|
Defaults
Upon Senior Securities
|
|||
Information
from Item 3 of Part II of Form 10-Q:
Report
the occurrence of any Event of Default of which the Trustee has
received
written notice or has actual knowledge (after expiration of any
grace
period and provision of any required notice)
|
Trustee
|
|||
5
|
Submission
of Matters to a Vote of Security Holders
|
|||
Information
from Item 4 of Part II of Form 10-Q
|
Trustee
|
|||
6
|
Significant
Obligors of Pool Assets
|
|||
Item
1112(b) - Significant
Obligor Financial Information*
|
N/A
|
|||
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Item.
|
||||
7
|
Significant
Enhancement Provider Information
|
|||
Item
1114(b)(2) - Credit Enhancement Provider Financial
Information*
Determining
applicable disclosure threshold
Obtaining
required financial information or effecting incorporation by
reference
|
N/A
|
|||
Item
1115(b) - Derivative Counterparty Financial Information*
Determining
current maximum probable exposure
Determining
current significance percentage
Obtaining
required financial information or effecting incorporation by
reference
|
Depositor
Depositor
Depositor
|
|||
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Items.
|
||||
8
|
Other
Information
|
|||
Disclose
any information required to be reported on Form 8-K during the
period
covered by the Form 10-D but not reported
|
The
Responsible Party for the applicable Form 8-K item as indicated
below
|
|||
9
|
Exhibits
|
|||
Distribution
report
|
Trustee
|
|||
Exhibits
required by Item 601 of Regulation S-K, such as material
agreements
|
Depositor
|
|||
8-K
|
||||
1.01
|
Entry
into a Material Definitive Agreement
|
|||
Disclosure
is required regarding entry into or amendment of any definitive
agreement
that is material to the securitization, even if depositor is not
a party.
Examples:
servicing agreement, custodial agreement.
Note:
disclosure not required as to definitive agreements that are fully
disclosed in the prospectus
|
Any
of the following that is entering into a material definitive agreement:
Servicer, Trustee, Seller, Depositor
|
|||
1.02
|
Termination
of a Material Definitive Agreement
|
|||
Disclosure
is required regarding termination of any definitive agreement that
is
material to the securitization (other than expiration in accordance
with
its terms), even if depositor is not a party.
Examples:
servicing agreement, custodial agreement.
|
Any
of the following that is requesting termination of a material definitive
agreement: Master Servicer, Trustee, Seller, Depositor
|
|||
1.03
|
Bankruptcy
or Receivership
|
|||
Disclosure
is required regarding the bankruptcy or receivership, if known
to the
Depositor, with respect to any of the following:
Sponsor
(Seller), Depositor, Master Servicer, affiliated Servicer, other
Servicer
servicing 20% or more of pool assets at time of report, other material
servicers, Trustee, significant obligor, credit enhancer (10% or
more),
derivatives counterparty, Custodian
|
Any
of the following that is in bankruptcy or receivership: Servicer,
Trustee,
Seller, Depositor, Custodian
|
|||
2.04
|
Triggering
Events that Accelerate or Increase a Direct Financial Obligation
or an
Obligation under an Off-Balance Sheet Arrangement
|
|||
Includes
an early amortization, performance trigger or other event, including
event
of default, that would materially alter the payment priority/distribution
of cash flows/amortization schedule.
Disclosure
will be made of events other than waterfall triggers which are
disclosed
in the 4.06 statement
|
Trustee
|
|||
3.03
|
Material
Modification to Rights of Security Holders
|
|||
Disclosure
is required of any material modification to documents defining
the rights
of Certificateholders, including the Pooling and Servicing
Agreement
|
Trustee
(or Depositor, if the Trustee is not a party to such agreement
or required
to provide prior written consent to such amendment)
|
|||
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
|
|||
Disclosure
is required of any amendment “to the governing documents of the issuing
entity”
|
Depositor
|
|||
5.06
|
Change
in Shell Company Status
|
|||
[Not
applicable to ABS issuers]
|
N/A
|
|||
6.01
|
ABS
Informational and Computational Material
|
Depositor
|
||
[Not
included in reports to be filed under Section 8.12]
|
||||
6.02
|
Change
of Servicer or Trustee
|
|||
Requires
disclosure of any removal, replacement, substitution or addition
of any
master servicer, affiliated servicer, other servicer servicing
10% or more
of pool assets at time of report, other material servicers, certificate
administrator or trustee. Reg AB disclosure about any new servicer
or
trustee is also required.
|
Trustee
|
|||
6.03
|
Change
in Credit Enhancement or Other External Support
|
|||
Covers
termination of any enhancement in manner other than by its terms, the
addition of an enhancement, or a material change in the enhancement
provided. Applies to external credit enhancements as well as derivatives.
Reg AB disclosure about any new enhancement provider is also
required.
|
Trustee
|
|||
6.04
|
Failure
to Make a Required Distribution
|
Trustee
|
||
6.05
|
Securities
Act Updating Disclosure
|
|||
If
any material pool characteristic differs by 5% or more at the time
of
issuance of the securities from the description in the final prospectus,
provide updated Reg AB disclosure about the actual asset
pool.
|
Depositor
|
|||
If
there are any new servicers or originators required to be disclosed
under
Regulation AB as a result of the foregoing, provide the information
called
for in Items 1108 and 1110 respectively.
|
Depositor
|
|||
7.01
|
Regulation
FD Disclosure
|
Depositor
|
||
8.01
|
Other
Events
|
|||
Any
event, with respect to which information is not otherwise called
for in
Form 8-K, that the registrant deems of importance to security
holders.
|
Depositor
|
|||
9.01
|
Financial
Statements and Exhibits
|
The
Responsible Party applicable to reportable event
|
||
10-K
|
||||
9B
|
Other
Information
|
|||
Disclose
any information required to be reported on Form 8-K during the
fourth
quarter covered by the Form 10-K but not reported
|
The
Responsible Party for the applicable Form 8-K item as indicated
above
|
|||
15
|
Exhibits
and Financial Statement Schedules
|
|||
Item
1112(b) - Significant
Obligor Financial Information
|
N/A
|
|||
Item
1114(b)(2) - Credit Enhancement Provider Financial
Information
Determining
applicable disclosure threshold
Obtaining
required financial information or effecting incorporation by
reference
|
N/A
|
|||
Item
1115(b) - Derivative Counterparty Financial Information
Determining
current maximum probable exposure
Determining
current significance percentage
Obtaining
required financial information or effecting incorporation by
reference
|
Depositor
Depositor
Depositor
|
|||
Item
1117 - Legal proceedings pending against the following entities,
or their
respective property, that is material to Certificateholders, including
proceedings known to be contemplated by governmental
authorities:
Sponsor
(Seller)
Depositor
Trustee
Issuing
entity
Servicer
or any other Subservicer to which Servicer delegates servicing
function to
that is servicing 20% or more of pool assets at time of
report
Originator
of 20% or more of pool assets as of the Cut-off Date
Custodian
|
Seller
Depositor
Trustee
Depositor
Servicer
Depositor
Custodian
|
|||
Item
1119 - Affiliations and relationships between the following entities,
or
their respective affiliates, that are material to
Certificateholders:
Sponsor
(Seller)
Depositor
Trustee
Servicer
or any other Subservicer to which Servicer delegates servicing function to
that is servicing 20% or more of pool assets at time of
report
Originator
Custodian
Counterparty
|
Seller
Depositor
Trustee
Servicer
Depositor
Custodian
Depositor
|
|||
Item
1122 - Assessment of Compliance with Servicing
Criteria
|
Trustee,
Servicer, Custodian
|
|||
Item
1123 - Servicer Compliance Statement
|
Servicer
|
SCHEDULE
I
MORTGAGE
LOAN SCHEDULE
deal_name deal_group_no loan_no cust_name cusip_from_REF rate_adj_type_desc ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- HEMT 06-4 1 406887445 Mylor Financial Group, Inc YL61252ND Fixed HEMT 06-4 1 406887448 Mylor Financial Group, Inc YL61252ND Fixed HEMT 06-4 1 407207590 First Financial Equities, Inc. 1F63022ND Fixed HEMT 06-4 1 407207593 First Financial Equities, Inc. 1F63022ND Fixed HEMT 06-4 1 407207610 First Financial Equities, Inc. 1F63022ND Fixed HEMT 06-4 1 407207619 First Financial Equities, Inc. 1F63022ND Fixed HEMT 06-4 1 407273900 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407273949 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407274002 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407274030 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407274076 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407274112 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407274336 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407274355 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407274374 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407274418 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407274500 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407274529 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407274544 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407274557 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407274643 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407274742 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407274834 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407274862 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407274919 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407274930 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407274936 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407274960 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407274989 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275015 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275061 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275101 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275155 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275203 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275212 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275245 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275251 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275273 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275281 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275283 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275294 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275340 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275371 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275379 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275391 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275419 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275420 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275471 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275482 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275485 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275494 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275501 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275503 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275504 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275506 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275511 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275513 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275529 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275541 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275547 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275578 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275628 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275655 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275678 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275735 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275897 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407275949 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407276003 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407276051 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407276093 Accredited Home Lenders Inc. AC63082ND Fixed HEMT 06-4 1 407281011 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281014 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281016 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281019 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281020 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281021 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281022 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281025 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281026 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281029 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281032 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281035 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281036 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281037 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281038 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281040 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281041 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281042 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281045 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281046 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281048 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281051 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281052 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281055 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281056 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281058 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281060 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281061 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281062 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281063 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281064 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281067 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281069 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281070 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281071 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281072 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281073 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281076 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281077 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281079 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281080 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281081 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281082 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281085 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281086 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281090 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281091 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281092 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281094 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281095 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281096 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281097 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281098 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281099 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281100 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281101 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281102 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281103 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281106 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281107 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281108 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281112 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281115 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281116 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281117 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281118 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281119 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281120 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281122 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281123 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281125 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281126 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281128 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281129 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281134 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281135 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281137 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281141 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281146 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281147 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281148 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281149 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281151 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281152 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281154 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281156 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281157 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281158 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281161 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281162 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281163 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281165 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281166 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281168 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281172 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281173 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281174 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281178 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281179 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281182 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281183 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281184 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281186 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281188 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281189 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281192 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281194 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281195 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281196 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281197 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281201 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281205 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281207 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281208 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281209 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281211 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281214 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281215 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281216 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281218 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281219 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281220 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281221 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281222 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281223 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281224 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281225 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281228 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281229 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281231 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281232 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281234 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281243 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281244 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281245 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281247 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281248 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281253 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281255 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281256 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281258 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281260 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281261 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281262 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281264 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281267 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281270 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281272 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281274 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281278 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281280 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281281 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281285 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281287 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281289 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281290 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281291 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281295 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281296 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281299 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281300 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281301 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281302 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281303 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281304 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281306 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281307 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281309 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281310 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281314 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281315 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281316 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281318 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281319 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281320 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281321 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281322 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281325 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281327 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281329 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281334 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281336 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281338 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281339 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281342 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281345 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281349 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281352 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281354 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281355 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281357 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281358 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281359 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281361 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281364 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281365 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281366 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281367 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281369 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281372 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281374 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281375 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281378 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281380 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281382 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281385 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281387 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281390 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281392 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281394 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281395 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281397 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281398 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281399 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281402 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281403 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281404 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281407 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281408 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281409 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281410 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281411 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281412 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281418 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281419 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281421 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281424 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281426 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281427 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281428 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281429 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281431 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281432 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281434 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281437 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281438 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281440 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281444 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281446 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281449 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281450 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281451 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281452 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281454 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281455 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281456 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281457 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281458 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281468 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281469 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281471 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281472 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281473 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281474 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281477 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281478 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281480 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281481 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281482 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281483 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281484 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281485 United Financial Mortgage Corporation UF63072ND Fixed HEMT 06-4 1 407281486 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QU63202ND Fixed HEMT 06-4 1 407409315 Geneva Mortgage Corp. 4O63222ND Fixed HEMT 06-4 1 407409318 Geneva Mortgage Corp. 4O63222ND Fixed HEMT 06-4 1 407409322 Geneva Mortgage Corp. 4O63222ND Fixed HEMT 06-4 1 407409325 Geneva Mortgage Corp. 4O63222ND Fixed HEMT 06-4 1 407411569 Mortgage Store Financial Inc. (The) M263222ND Fixed HEMT 06-4 1 407411570 Mortgage Store Financial Inc. (The) M263222ND Fixed HEMT 06-4 1 407411571 Mortgage Store Financial Inc. (The) M263222ND Fixed HEMT 06-4 1 407411574 Mortgage Store Financial Inc. (The) M263222ND Fixed HEMT 06-4 1 407411575 Mortgage Store Financial Inc. (The) M263222ND Fixed HEMT 06-4 1 407411577 Mortgage Store Financial Inc. (The) M263222ND Fixed HEMT 06-4 1 407411579 Mortgage Store Financial Inc. (The) M263222ND Fixed HEMT 06-4 1 407411580 Mortgage Store Financial Inc. (The) M263222ND Fixed HEMT 06-4 1 407411582 Mortgage Store Financial Inc. (The) M263222ND Fixed HEMT 06-4 1 407411585 Mortgage Store Financial Inc. 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(The) M263222ND Fixed HEMT 06-4 1 407411756 Security Atlantic Mortgage Co Inc 9G63242ND Fixed HEMT 06-4 1 407411772 Security Atlantic Mortgage Co Inc 9G63242ND Fixed HEMT 06-4 1 407411778 Security Atlantic Mortgage Co Inc 9G63242ND Fixed HEMT 06-4 1 407411780 Security Atlantic Mortgage Co Inc 9G63242ND Fixed HEMT 06-4 1 407411788 Security Atlantic Mortgage Co Inc 9G63242ND Fixed HEMT 06-4 1 407411792 Security Atlantic Mortgage Co Inc 9G63242ND Fixed HEMT 06-4 1 407411795 Security Atlantic Mortgage Co Inc 9G63242ND Fixed HEMT 06-4 1 407411799 Security Atlantic Mortgage Co Inc 9G63242ND Fixed HEMT 06-4 1 407411805 Security Atlantic Mortgage Co Inc 9G63242ND Fixed HEMT 06-4 1 407411808 Security Atlantic Mortgage Co Inc 9G63242ND Fixed HEMT 06-4 1 407411811 Security Atlantic Mortgage Co Inc 9G63242ND Fixed HEMT 06-4 1 407411813 Security Atlantic Mortgage Co Inc 9G63242ND Fixed HEMT 06-4 1 407411816 Security Atlantic Mortgage Co Inc 9G63242ND Fixed HEMT 06-4 1 407411819 Security Atlantic Mortgage Co Inc 9G63242ND Fixed HEMT 06-4 1 407411821 Security Atlantic Mortgage Co Inc 9G63242ND Fixed HEMT 06-4 1 407411825 Security Atlantic Mortgage Co Inc 9G63242ND Fixed HEMT 06-4 1 407411827 Security Atlantic Mortgage Co Inc 9G63242ND Fixed HEMT 06-4 1 407411831 Security Atlantic Mortgage Co Inc 9G63242ND Fixed HEMT 06-4 1 407411835 Security Atlantic Mortgage Co Inc 9G63242ND Fixed HEMT 06-4 1 407411836 Security Atlantic Mortgage Co Inc 9G63242ND Fixed HEMT 06-4 1 407411842 Security Atlantic Mortgage Co Inc 9G63242ND Fixed HEMT 06-4 1 407411843 Security Atlantic Mortgage Co Inc 9G63242ND Fixed HEMT 06-4 1 407411851 Security Atlantic Mortgage Co Inc 9G63242ND Fixed HEMT 06-4 1 407411853 Security Atlantic Mortgage Co Inc 9G63242ND Fixed HEMT 06-4 1 407412830 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412842 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412843 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412844 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412845 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412848 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412849 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412853 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412857 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412860 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412861 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412863 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412865 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412867 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412868 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412869 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412871 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412876 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412878 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412879 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412882 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412884 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412885 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412886 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412887 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412888 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412890 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412891 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407412893 ACT Lending Corporation A463242ND Fixed HEMT 06-4 1 407435014 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435017 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435020 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435025 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435031 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435033 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435034 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435036 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435037 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435038 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435039 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435042 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435043 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435044 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435047 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435051 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435053 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435057 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435059 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435061 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435062 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435063 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435064 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435066 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435067 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435068 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 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NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435096 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435097 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435098 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435102 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435103 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435104 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435107 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435108 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435111 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435112 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435113 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435115 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435118 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435119 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435120 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435123 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435125 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435126 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435127 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435128 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435129 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435131 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435133 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435134 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435135 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435137 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435138 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435140 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435143 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435146 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407435147 NC Mortgage Corp 6W63272ND Fixed HEMT 06-4 1 407454107 Mortgage Store Financial Inc. 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Xxxx & Xxxxxxxx Mortgage Corporation TB63302ND Fixed HEMT 06-4 1 407497907 Meridias Capital M064032ND Fixed HEMT 06-4 1 407497908 Meridias Capital M064032ND Fixed HEMT 06-4 1 407497909 Meridias Capital M064032ND Fixed HEMT 06-4 1 407497910 Meridias Capital M064032ND Fixed HEMT 06-4 1 407497915 Meridias Capital M064032ND Fixed HEMT 06-4 1 407497918 Meridias Capital M064032ND Fixed HEMT 06-4 1 407497919 Meridias Capital M064032ND Fixed HEMT 06-4 1 407497920 Meridias Capital M064032ND Fixed HEMT 06-4 1 407497924 Meridias Capital M064032ND Fixed HEMT 06-4 1 407497926 Meridias Capital M064032ND Fixed HEMT 06-4 1 407497927 Meridias Capital M064032ND Fixed HEMT 06-4 1 407497929 Meridias Capital M064032ND Fixed HEMT 06-4 1 407497930 Meridias Capital M064032ND Fixed HEMT 06-4 1 407497931 Meridias Capital M064032ND Fixed HEMT 06-4 1 407497933 Meridias Capital M064032ND Fixed HEMT 06-4 1 407497934 Meridias Capital M064032ND Fixed HEMT 06-4 1 407497937 Meridias Capital M064032ND Fixed HEMT 06-4 1 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SX63062ND Fixed HEMT 06-4 1 407538149 ACT Lending Corporation A464052ND Fixed HEMT 06-4 1 407538150 ACT Lending Corporation A464052ND Fixed HEMT 06-4 1 407538152 ACT Lending Corporation A464052ND Fixed HEMT 06-4 1 407538154 ACT Lending Corporation A464052ND Fixed HEMT 06-4 1 407538156 ACT Lending Corporation A464052ND Fixed HEMT 06-4 1 407538157 ACT Lending Corporation A464052ND Fixed HEMT 06-4 1 407538158 ACT Lending Corporation A464052ND Fixed HEMT 06-4 1 407538159 ACT Lending Corporation A464052ND Fixed HEMT 06-4 1 407538161 ACT Lending Corporation A464052ND Fixed HEMT 06-4 1 407538163 ACT Lending Corporation A464052ND Fixed HEMT 06-4 1 407538164 ACT Lending Corporation A464052ND Fixed HEMT 06-4 1 407538167 ACT Lending Corporation A464052ND Fixed HEMT 06-4 1 407538168 ACT Lending Corporation A464052ND Fixed HEMT 06-4 1 407546703 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546704 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546705 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546706 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RK64062ND Fixed HEMT 06-4 1 407546763 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546764 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546767 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546768 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546769 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546770 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546771 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546773 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546774 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546775 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546778 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546779 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546781 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546782 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546783 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546784 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546785 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546786 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546788 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546789 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546790 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546792 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546793 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546794 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546795 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546796 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546797 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546798 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546799 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546800 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546801 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546802 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546803 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546804 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546805 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546806 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546807 Resource Bank RK64062ND Fixed HEMT 06-4 1 407546808 Resource Bank RK64062ND Fixed HEMT 06-4 1 407556617 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556618 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556620 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556623 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556624 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556628 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556631 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556633 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556638 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556639 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556645 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556648 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556650 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556652 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556654 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556656 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556667 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556674 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556677 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556680 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556687 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556689 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556691 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556694 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556701 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556702 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556703 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556705 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556707 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556711 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556716 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556718 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556724 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556726 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556727 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556735 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556738 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556741 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556744 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556748 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556751 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556756 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556758 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556759 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556767 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556768 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556769 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556770 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556772 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556774 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556779 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556782 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556783 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556785 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556786 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556789 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556793 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556812 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556823 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556824 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556836 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556838 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556839 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556843 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556844 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556847 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556853 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556854 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556856 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556858 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556861 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556863 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556864 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556866 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556867 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556868 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556870 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556880 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556881 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556882 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556885 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556886 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556888 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556889 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556892 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556893 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556897 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556900 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556903 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556906 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556909 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556911 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556912 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556914 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556915 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556919 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556922 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556923 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556924 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556928 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556929 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556939 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556940 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556941 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556942 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556943 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556946 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556947 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556948 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556952 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556966 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556973 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556975 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556976 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556977 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556979 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556980 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556982 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556983 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556985 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556986 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556987 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556988 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556990 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556992 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556993 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556994 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407556997 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557002 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557003 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557004 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557005 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557006 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557008 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557009 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557010 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557018 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557019 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557020 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557022 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557024 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557026 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557027 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557028 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557029 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557031 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557032 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557034 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557035 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557040 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557051 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557054 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557055 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557061 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557063 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557064 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557070 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557071 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557072 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557073 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557075 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557077 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557078 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557079 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557080 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557081 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557083 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557084 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557086 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557088 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557107 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557111 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557113 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557116 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557117 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557118 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557123 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557124 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557125 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557127 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557128 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557134 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557135 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557136 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557140 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557144 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557145 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557146 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557147 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557149 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557150 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557151 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557152 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557155 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557157 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557159 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557160 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557162 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557164 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557165 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557166 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557167 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557168 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557169 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557171 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557172 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557174 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557175 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557177 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557179 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557181 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557182 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557183 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557184 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557186 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557187 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557192 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557195 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557196 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557197 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557198 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557200 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557202 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557203 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557204 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557205 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557206 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557208 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557210 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557211 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557212 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557216 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557218 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557219 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557220 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557221 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557224 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557226 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557227 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557229 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557231 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557232 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557233 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557237 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557238 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557239 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557242 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557243 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557250 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557251 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557252 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557254 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557256 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557257 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557258 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557261 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557262 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557263 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557265 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557266 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557267 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557268 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557270 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557272 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557273 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557274 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557277 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557279 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557280 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557281 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557282 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557284 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557285 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557286 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557287 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557289 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557291 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557294 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557296 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557297 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557299 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557303 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557304 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557305 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557308 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557312 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557313 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557314 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557316 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557319 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557320 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557324 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557326 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557331 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557332 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557333 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557335 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557336 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557342 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557343 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557346 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557347 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557348 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557349 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557350 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557352 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557356 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557357 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557358 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557359 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557361 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557362 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557364 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557365 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557366 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557367 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557368 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557369 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557370 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557373 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557374 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557376 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557377 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557378 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557383 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557384 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557385 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557386 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557390 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557391 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557392 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557393 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557394 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557395 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557396 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557397 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557399 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557403 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557404 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557406 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557408 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557409 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557410 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557411 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557412 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557413 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557414 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557416 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557417 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557418 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557424 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557425 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557426 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557428 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557430 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557431 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557432 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557433 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557434 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557435 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557436 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557439 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557441 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557443 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557444 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557445 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557447 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557448 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557450 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557451 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557452 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557453 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557457 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557460 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557461 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557464 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557467 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557468 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557471 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557474 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557477 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557478 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557479 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557481 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557482 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557484 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557487 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557488 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557489 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557490 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557493 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557494 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557495 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557496 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557497 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557498 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557500 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557502 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557504 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557506 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557507 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557508 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557511 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557512 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557513 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557514 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557515 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557516 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557517 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557518 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557519 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557523 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557524 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557525 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557528 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557529 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557530 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557531 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557532 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557533 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557535 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557536 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557539 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557540 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557541 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557543 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557544 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557545 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557547 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557548 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557549 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557550 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557551 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557552 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557553 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557554 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557556 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557558 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557561 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557563 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557564 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557565 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557567 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557569 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557570 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557571 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557572 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557573 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557575 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557576 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557577 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557578 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557580 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557581 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557582 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557584 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557585 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557586 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557594 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557596 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557597 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557598 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557599 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557600 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557601 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557602 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557603 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557606 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557608 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557610 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557611 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557612 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557615 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557616 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557617 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557618 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557621 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557624 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557625 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557626 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557628 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557629 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557630 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557631 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557633 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557634 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557635 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557636 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557637 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557638 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557643 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557644 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557649 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557650 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557652 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557653 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557654 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557655 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557656 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557660 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557662 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557663 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557664 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557665 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557666 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557667 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557668 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557670 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557672 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557673 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557674 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557675 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557676 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557681 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557682 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557683 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557684 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557685 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557686 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557687 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557688 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557689 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557690 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557691 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557692 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557694 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557695 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557696 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557697 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557698 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557700 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557701 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557702 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557708 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557710 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557711 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557713 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557719 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557720 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557723 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557724 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557727 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557728 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557731 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557732 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557734 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557735 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557738 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557739 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557740 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557742 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557743 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557744 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557745 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557751 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557753 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557754 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557755 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557756 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557757 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557758 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557759 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557760 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557762 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557765 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557766 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557771 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557775 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557777 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557778 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557779 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557781 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557784 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557785 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557786 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557787 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557789 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557791 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557792 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557794 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557796 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557797 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557798 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557799 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557800 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557801 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557803 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557804 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557805 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557807 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557808 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557809 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557813 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557814 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557815 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557817 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557818 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557819 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557820 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557821 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557823 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557824 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557825 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557827 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557829 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557831 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557834 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557838 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557839 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557841 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557842 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557843 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557845 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557847 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557849 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557851 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557852 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557853 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557855 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557857 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557858 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557861 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557862 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557864 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557865 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557869 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557871 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557872 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557873 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557874 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557876 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557877 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557878 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557879 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557883 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557889 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557890 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557892 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557893 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557894 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557895 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557896 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557897 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557898 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557899 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557900 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557901 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557902 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557903 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557910 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557914 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557917 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557919 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557920 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557921 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557923 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557924 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557925 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557927 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557931 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557933 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557934 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557935 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557936 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557937 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557938 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557939 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557940 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557942 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557945 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557946 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557947 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557948 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557949 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557951 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557952 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557956 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557957 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557958 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557960 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557961 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557963 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557966 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557968 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557969 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557970 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557971 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557972 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557973 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557975 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557976 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557978 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557979 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557981 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557983 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557985 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557986 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557991 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557993 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557995 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557996 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557997 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407557998 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558000 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558001 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558002 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558006 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558008 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558011 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558012 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558013 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558014 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558015 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558017 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558019 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558020 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558021 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558022 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558023 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558025 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558030 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558031 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558032 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558033 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558034 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558035 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558036 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558037 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558038 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558039 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558041 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558042 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558044 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558045 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558046 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558048 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558049 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558051 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558054 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558055 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558060 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558061 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558063 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558064 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558068 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558070 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558071 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558073 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558074 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558075 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558077 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558078 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558081 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558082 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558083 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558086 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558087 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558088 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558089 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558091 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558094 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558097 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558099 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558104 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558106 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558108 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558109 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558110 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558111 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558112 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558117 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558120 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558121 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558122 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558123 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558124 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558125 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558126 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558134 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558135 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558137 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558138 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558139 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558140 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558142 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558146 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558148 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558149 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558150 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558152 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558153 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558154 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558155 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558156 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558157 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558158 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558159 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558160 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558161 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558162 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558164 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558165 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558166 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558170 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558172 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558173 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558174 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558175 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558178 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558179 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558180 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558187 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558188 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558189 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558190 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558192 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558193 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558194 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558195 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558196 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558197 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558198 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558199 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558200 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558201 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558202 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558203 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558206 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558207 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558208 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558210 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558211 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558213 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558214 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558215 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558217 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558218 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558221 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558223 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558224 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558226 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558227 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558228 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558231 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558232 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558233 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558234 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558237 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558240 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558248 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558251 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558252 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558253 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558254 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558255 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558258 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558261 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558264 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558265 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558266 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558267 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558268 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558270 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558272 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558274 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558275 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558276 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558277 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558278 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558279 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558280 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558281 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558283 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558284 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558285 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558286 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558290 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558291 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558292 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558294 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558300 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558301 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558304 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558305 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558306 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558307 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558308 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558310 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558311 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558312 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558316 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558317 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558319 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558320 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558322 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558324 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558326 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558327 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558328 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558329 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558330 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558332 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558333 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558334 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558337 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558338 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558339 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558340 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558345 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558347 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558348 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558350 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558352 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558354 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558356 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558357 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558359 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558360 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558361 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558362 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558363 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558365 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558367 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558368 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558370 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558371 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558372 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558373 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558375 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558376 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558377 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558379 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558380 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558382 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558383 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558384 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558387 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558389 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558390 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558392 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558393 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558396 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558397 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558398 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558399 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558401 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558402 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558403 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558404 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558405 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558406 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558407 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558409 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558410 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558411 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558414 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558416 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558418 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558421 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558422 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558424 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558425 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558426 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558427 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558428 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558429 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558430 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558431 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558432 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558433 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558434 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558435 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558437 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558438 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558439 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558440 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558441 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558443 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558444 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558446 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558447 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558450 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558451 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558452 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558453 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558454 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558455 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558456 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558459 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558460 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558461 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558463 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558464 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558467 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558468 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558469 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558470 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558471 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558481 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558482 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558484 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558485 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558487 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558490 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558493 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558494 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558496 Aames Capital Corporation AA64122ND Fixed HEMT 06-4 1 407558523 Decision One Mortgage Company, LLC DE64102ND Fixed HEMT 06-4 1 407558525 Decision One Mortgage Company, LLC DE64102ND Fixed HEMT 06-4 1 407558527 Decision One Mortgage Company, LLC DE64102ND Fixed HEMT 06-4 1 407558530 Decision One Mortgage Company, LLC DE64102ND Fixed HEMT 06-4 1 407558534 Decision One 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HEMT 06-4 1 407634057 Home Loan Corporation H864182ND Fixed HEMT 06-4 1 407634058 Home Loan Corporation H864182ND Fixed HEMT 06-4 1 407634059 Home Loan Corporation H864182ND Fixed HEMT 06-4 1 407634060 Home Loan Corporation H864182ND Fixed HEMT 06-4 1 407634061 Home Loan Corporation H864182ND Fixed HEMT 06-4 1 407634062 Home Loan Corporation H864182ND Fixed HEMT 06-4 1 407634063 Home Loan Corporation H864182ND Fixed HEMT 06-4 1 407634064 Home Loan Corporation H864182ND Fixed HEMT 06-4 1 407634066 Home Loan Corporation H864182ND Fixed HEMT 06-4 1 407634068 Home Loan Corporation H864182ND Fixed HEMT 06-4 1 407642016 CCO Mortgage Corporation 6X64192ND Fixed HEMT 06-4 1 407642019 CCO Mortgage Corporation 6X64192ND Fixed HEMT 06-4 1 407649106 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649107 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649108 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649110 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649111 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649112 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649113 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649116 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649118 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649120 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649125 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649126 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649128 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649129 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649130 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649133 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649135 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649136 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649137 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649138 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649141 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649142 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649144 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649145 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649147 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649149 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649150 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649152 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649153 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649154 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649155 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649156 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649158 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649160 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649161 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649163 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649165 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649169 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649170 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649171 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649172 Meridias Capital M064202ND Fixed HEMT 06-4 1 407649173 Meridias Capital M064202ND Fixed HEMT 06-4 1 407670583 Liberty Home Lending, Inc. XX65012ND Fixed HEMT 06-4 1 407670584 Liberty Home Lending, Inc. XX65012ND Fixed HEMT 06-4 1 407670585 Liberty Home Lending, Inc. XX65012ND Fixed HEMT 06-4 1 407670586 Liberty Home Lending, Inc. XX65012ND Fixed HEMT 06-4 1 407676037 Secured Bankers Mortgage Company SK64252ND Fixed HEMT 06-4 1 407676038 Secured Bankers Mortgage Company SK64252ND Fixed HEMT 06-4 1 407676041 Secured Bankers Mortgage Company SK64252ND Fixed HEMT 06-4 1 407676043 Secured Bankers Mortgage Company SK64252ND Fixed HEMT 06-4 1 407676045 Secured Bankers Mortgage Company SK64252ND Fixed HEMT 06-4 1 407676049 Secured Bankers Mortgage Company SK64252ND Fixed HEMT 06-4 1 407676050 Secured Bankers Mortgage Company SK64252ND Fixed HEMT 06-4 1 407676051 Secured Bankers Mortgage Company SK64252ND Fixed HEMT 06-4 1 407676054 Secured Bankers Mortgage Company SK64252ND Fixed HEMT 06-4 1 407676055 Secured Bankers Mortgage Company SK64252ND Fixed HEMT 06-4 1 407676058 Secured Bankers Mortgage Company SK64252ND Fixed HEMT 06-4 1 407676061 Secured Bankers Mortgage Company SK64252ND Fixed HEMT 06-4 1 407676063 Secured Bankers Mortgage Company SK64252ND Fixed HEMT 06-4 1 407676064 Secured Bankers Mortgage Company SK64252ND Fixed HEMT 06-4 1 407676065 Secured Bankers Mortgage Company SK64252ND Fixed HEMT 06-4 1 407676068 Secured Bankers Mortgage Company SK64252ND Fixed HEMT 06-4 1 407676071 Secured Bankers Mortgage Company SK64252ND Fixed HEMT 06-4 1 407676076 Secured Bankers Mortgage Company SK64252ND Fixed HEMT 06-4 1 407678187 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678188 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678189 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678191 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678193 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678194 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678195 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678196 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678197 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678198 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678199 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678200 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678201 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678202 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678203 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678204 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678205 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678207 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678209 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678210 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678212 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678213 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678214 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678215 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678216 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678217 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678218 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678219 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678220 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678221 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678222 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678223 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678224 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678225 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678226 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678227 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678229 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678231 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678233 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678235 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678237 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678239 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678240 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678241 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678242 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678244 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678245 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678246 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678247 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678248 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678250 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678251 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678252 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678253 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407678255 XxxxXxxx.xxx XX64262ND Fixed HEMT 06-4 1 407680739 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680740 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680742 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680743 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680744 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680748 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680750 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680751 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680752 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680753 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680754 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680755 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680756 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680757 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680761 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680763 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680765 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680766 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680767 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680769 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680770 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680772 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680773 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680778 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680783 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680787 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680788 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680789 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680790 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680795 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680798 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680823 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680825 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680827 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680829 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680830 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680831 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680833 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680834 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680836 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680837 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680838 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680841 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680842 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680843 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680844 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680845 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680846 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680848 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680849 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680850 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407680851 REALTY MORTGAGE CORP R165042ND Fixed HEMT 06-4 1 407685427 Secured Funding Corporation XX64262ND Fixed HEMT 06-4 1 407685429 Secured Funding Corporation XX64262ND Fixed HEMT 06-4 1 407685430 Secured Funding Corporation XX64262ND Fixed HEMT 06-4 1 407685431 Secured Funding Corporation XX64262ND Fixed HEMT 06-4 1 407685534 Secured Funding Corporation XX64262ND Fixed HEMT 06-4 1 407685535 Secured Funding Corporation XX64262ND Fixed HEMT 06-4 1 407716184 Lime Financial Services Ltd. LF65022ND Fixed HEMT 06-4 1 407716185 Lime Financial Services Ltd. LF65022ND Fixed HEMT 06-4 1 407716186 Lime Financial Services Ltd. LF65022ND Fixed HEMT 06-4 1 407716187 Lime Financial Services Ltd. LF65022ND Fixed HEMT 06-4 1 407716188 Lime Financial Services Ltd. LF65022ND Fixed HEMT 06-4 1 407716189 Lime Financial Services Ltd. LF65022ND Fixed HEMT 06-4 1 407716192 Lime Financial Services Ltd. LF65022ND Fixed HEMT 06-4 1 407716193 Lime Financial Services Ltd. LF65022ND Fixed HEMT 06-4 1 407716198 Lime Financial Services Ltd. LF65022ND Fixed HEMT 06-4 1 407716199 Lime Financial Services Ltd. LF65022ND Fixed HEMT 06-4 1 407716201 Lime Financial Services Ltd. LF65022ND Fixed HEMT 06-4 1 407723553 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723556 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723558 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723559 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723562 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723564 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723565 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723566 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723567 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723568 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723569 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723572 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723580 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723581 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723584 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723585 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723587 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723588 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723589 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723590 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723592 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723594 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723595 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723596 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723597 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723598 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723599 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723601 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723602 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723603 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723604 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723606 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723607 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723608 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723609 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723611 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723615 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723616 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407723617 ACT Lending Corporation A465022ND Fixed HEMT 06-4 1 407749651 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749652 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749656 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749657 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749658 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749659 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749660 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749661 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749662 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749663 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749664 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749665 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749667 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749668 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749669 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749670 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749671 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749673 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749675 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749676 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749677 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749678 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749680 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749681 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749683 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749684 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749687 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749688 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749690 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749692 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749695 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749696 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749697 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749698 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749699 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749701 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749702 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749704 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749705 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749706 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749707 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749710 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749711 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749712 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749713 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749715 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749716 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749717 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749719 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749720 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749721 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749722 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749723 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749726 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749727 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749728 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749730 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749732 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749733 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749734 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749735 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749736 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749738 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749739 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749742 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749743 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749745 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749746 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749748 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749752 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749755 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749756 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749757 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749758 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749759 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749763 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749767 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749769 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749770 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749771 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749772 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749773 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749776 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749777 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749779 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749780 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749782 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749783 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749784 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749785 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749786 Sierra Pacific Mortgage Company, Inc. SR65042ND Fixed HEMT 06-4 1 407749787 Sierra Pacific Mortgage Company, Inc. 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SR65042ND Fixed HEMT 06-4 1 407770869 South Pacific Financial Corporation 9F65032ND Fixed HEMT 06-4 1 407770870 South Pacific Financial Corporation 9F65032ND Fixed HEMT 06-4 1 407770871 South Pacific Financial Corporation 9F65032ND Fixed HEMT 06-4 1 407770872 South Pacific Financial Corporation 9F65032ND Fixed HEMT 06-4 1 407770873 South Pacific Financial Corporation 9F65032ND Fixed HEMT 06-4 1 407770874 South Pacific Financial Corporation 9F65032ND Fixed HEMT 06-4 1 407770876 South Pacific Financial Corporation 9F65032ND Fixed HEMT 06-4 1 407770877 South Pacific Financial Corporation 9F65032ND Fixed HEMT 06-4 1 407770878 South Pacific Financial Corporation 9F65032ND Fixed HEMT 06-4 1 407770879 South Pacific Financial Corporation 9F65032ND Fixed HEMT 06-4 1 407770880 South Pacific Financial Corporation 9F65032ND Fixed HEMT 06-4 1 407770881 South Pacific Financial Corporation 9F65032ND Fixed HEMT 06-4 1 407770882 South Pacific Financial Corporation 9F65032ND Fixed HEMT 06-4 1 407770883 South Pacific Financial Corporation 9F65032ND Fixed HEMT 06-4 1 407770884 South Pacific Financial Corporation 9F65032ND Fixed HEMT 06-4 1 407776433 Sea Breeze Financial Services BW65042ND Fixed HEMT 06-4 1 407776434 Sea Breeze Financial Services BW65042ND Fixed HEMT 06-4 1 407776435 Sea Breeze Financial Services BW65042ND Fixed HEMT 06-4 1 407776438 Sea Breeze Financial Services BW65042ND Fixed HEMT 06-4 1 407776439 Sea Breeze Financial Services BW65042ND Fixed HEMT 06-4 1 407776442 Sea Breeze Financial Services BW65042ND Fixed HEMT 06-4 1 407776443 Sea Breeze Financial Services BW65042ND Fixed HEMT 06-4 1 407776445 Sea Breeze Financial Services BW65042ND Fixed HEMT 06-4 1 407776446 Sea Breeze Financial Services BW65042ND Fixed HEMT 06-4 1 407776447 Sea Breeze Financial Services BW65042ND Fixed HEMT 06-4 1 407776448 Sea Breeze Financial Services BW65042ND Fixed HEMT 06-4 1 407776449 Sea Breeze Financial Services BW65042ND Fixed HEMT 06-4 1 407776450 Sea Breeze Financial Services BW65042ND Fixed HEMT 06-4 1 407776451 Sea Breeze Financial Services BW65042ND Fixed HEMT 06-4 1 407776452 Sea Breeze Financial Services BW65042ND Fixed HEMT 06-4 1 407776453 Sea Breeze Financial Services BW65042ND Fixed HEMT 06-4 1 407788888 Encore Credit Corporation XX65032ND Fixed HEMT 06-4 1 407797638 Saxon Mortgage, Inc. 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QU65162ND Fixed HEMT 06-4 1 407882175 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882176 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882177 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882178 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882179 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882180 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882181 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882182 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882183 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882184 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882185 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882186 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882187 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882188 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882189 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882190 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882191 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882192 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882193 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882194 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882195 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882196 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882197 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882198 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882199 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882200 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882201 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882202 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882204 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882205 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882206 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882207 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882208 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882209 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882210 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882211 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882212 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882213 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882214 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882215 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882216 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882217 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882218 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882220 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882221 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882222 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882223 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882224 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882225 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882226 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882227 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882228 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882229 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882230 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882231 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882232 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882234 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882235 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882236 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882237 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882238 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882239 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882240 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882241 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882242 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882243 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882244 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882245 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882246 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882247 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882249 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882250 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882251 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882252 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882253 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882254 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882255 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882256 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882257 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882258 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882259 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882260 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882261 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882262 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882263 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882264 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882266 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882268 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882269 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882270 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882271 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882272 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882273 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882274 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882275 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882277 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882278 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882279 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882280 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882281 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882282 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882283 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882284 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882285 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882286 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882287 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882288 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882289 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882291 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882292 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882293 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882294 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882295 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882296 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882297 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882298 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882299 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882300 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882301 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882303 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882304 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882305 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882306 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882307 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882308 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882309 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882310 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882311 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882312 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882313 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882314 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882315 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882316 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882317 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882318 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882319 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882320 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882321 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882322 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882323 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882324 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882325 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882326 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882327 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882328 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882329 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882330 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882331 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882332 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882333 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882334 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882335 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882336 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882337 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882338 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882339 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882340 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882341 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882342 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882343 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882344 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882345 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882346 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882347 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882348 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882349 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882350 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882351 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882352 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882353 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882354 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882355 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882356 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882357 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882358 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882359 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882360 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882361 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882362 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882363 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882364 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882365 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882366 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882367 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882368 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882369 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882370 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882371 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882372 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882373 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882374 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882375 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882376 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882377 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882378 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882379 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882380 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882381 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882382 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882383 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882384 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882385 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882386 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882387 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882388 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882390 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882391 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882392 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882393 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882394 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882395 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882396 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882397 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882398 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882399 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882400 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882401 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882402 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882403 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882404 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882405 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882406 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882407 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882408 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882409 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882410 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882412 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882413 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882414 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882415 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882416 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882417 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882418 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882419 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882420 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882421 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882422 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882424 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882425 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882426 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882427 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882428 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882429 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882430 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882431 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882432 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882433 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882434 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882435 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882436 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882437 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882438 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882439 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882440 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882441 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882442 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882443 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882445 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882446 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882447 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882448 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882449 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882450 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882451 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882452 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882453 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882454 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882455 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882456 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882457 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882458 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882459 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882460 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882461 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882463 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882464 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882465 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882466 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882467 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882468 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882469 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882470 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882471 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882472 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882473 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882474 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882475 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882476 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882477 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882478 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882479 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882480 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882481 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882482 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882483 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882484 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882485 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882486 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882487 Quicken Loans, Inc. QU65162ND Fixed HEMT 06-4 1 407882488 ACT Lending Corporation A465162ND Fixed HEMT 06-4 1 407882489 ACT Lending Corporation A465162ND Fixed HEMT 06-4 1 407882491 ACT Lending Corporation A465162ND Fixed HEMT 06-4 1 407882493 ACT Lending Corporation A465162ND Fixed HEMT 06-4 1 407882495 ACT Lending Corporation A465162ND Fixed HEMT 06-4 1 407882496 ACT Lending Corporation A465162ND Fixed HEMT 06-4 1 407882497 ACT Lending Corporation A465162ND Fixed HEMT 06-4 1 407882498 ACT Lending Corporation A465162ND Fixed HEMT 06-4 1 407882500 ACT Lending Corporation A465162ND Fixed HEMT 06-4 1 407882501 ACT Lending Corporation A465162ND Fixed HEMT 06-4 1 407882502 ACT Lending Corporation A465162ND Fixed HEMT 06-4 1 407882503 ACT Lending Corporation A465162ND Fixed HEMT 06-4 1 407882506 ACT Lending Corporation A465162ND Fixed HEMT 06-4 1 407882509 ACT Lending Corporation A465162ND Fixed HEMT 06-4 1 407882510 ACT Lending Corporation A465162ND Fixed HEMT 06-4 1 407882511 ACT Lending Corporation A465162ND Fixed HEMT 06-4 1 407882512 ACT Lending Corporation A465162ND Fixed HEMT 06-4 1 407882513 ACT Lending Corporation A465162ND Fixed HEMT 06-4 1 407882514 ACT Lending Corporation A465162ND Fixed HEMT 06-4 1 407882515 ACT Lending Corporation A465162ND Fixed HEMT 06-4 1 407882516 ACT Lending Corporation A465162ND Fixed HEMT 06-4 1 407882517 ACT Lending Corporation A465162ND Fixed HEMT 06-4 1 407882519 ACT Lending Corporation A465162ND Fixed HEMT 06-4 1 408160654 WMC Mortgage Corp WB66142ND Fixed HEMT 06-4 1 408160656 WMC Mortgage Corp WB66142ND Fixed HEMT 06-4 1 408160662 WMC Mortgage Corp WB66142ND Fixed HEMT 06-4 1 408160663 WMC Mortgage Corp WB66142ND Fixed HEMT 06-4 1 408160664 WMC Mortgage Corp WB66142ND Fixed HEMT 06-4 1 408160670 WMC Mortgage Corp WB66142ND Fixed HEMT 06-4 1 408160673 WMC Mortgage Corp WB66142ND Fixed HEMT 06-4 1 408160676 WMC Mortgage Corp WB66142ND Fixed HEMT 06-4 1 408160678 WMC Mortgage Corp WB66142ND Fixed HEMT 06-4 1 408160682 WMC Mortgage Corp 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XX67202ND Fixed HEMT 06-4 1 408647478 First NLC Financial Services, LLC XX67202ND Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed HEMT 06-4 1 408647541 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647542 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647544 Alliance Bancorp XX67202ND Fixed HEMT 06-4 1 408647545 Alliance Bancorp XX67202ND Fixed HEMT 06-4 1 408647547 Alliance Bancorp XX67202ND Fixed HEMT 06-4 1 408647579 Fieldstone Mortgage Company XX67202ND Fixed HEMT 06-4 1 408647580 Wilmington National XX67202ND Fixed HEMT 06-4 1 408647585 Fremont Investment & Loan XX67202ND Fixed HEMT 06-4 1 408647586 Fremont Investment & Loan XX67202ND Fixed HEMT 06-4 1 408647588 Fremont Investment & Loan XX67202ND Fixed HEMT 06-4 1 408647589 Fremont Investment & Loan XX67202ND Fixed HEMT 06-4 1 408647590 Fremont Investment & Loan XX67202ND Fixed HEMT 06-4 1 408647591 Fremont Investment & Loan XX67202ND Fixed HEMT 06-4 1 408647592 Fremont Investment & Loan XX67202ND Fixed HEMT 06-4 1 408647593 Fremont Investment & Loan XX67202ND 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XX67202ND Fixed HEMT 06-4 1 408647645 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647646 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647648 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647649 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647650 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647651 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647652 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647653 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647655 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647657 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647658 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647659 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647660 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647661 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647662 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647663 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647664 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647665 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647667 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647668 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647669 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647671 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647672 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647673 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647674 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647676 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647678 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647679 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647680 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647681 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647682 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647683 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647685 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647686 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647687 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647688 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408647689 Capitol Commerce Mortgage Company XX67202ND Fixed HEMT 06-4 1 408647690 Capitol Commerce Mortgage Company XX67202ND Fixed HEMT 06-4 1 408647691 Capitol Commerce Mortgage Company XX67202ND Fixed HEMT 06-4 1 408647693 Capitol Commerce Mortgage Company XX67202ND Fixed HEMT 06-4 1 408647694 Capitol Commerce Mortgage Company XX67202ND Fixed HEMT 06-4 1 408647695 Capitol Commerce Mortgage Company XX67202ND Fixed HEMT 06-4 1 408647696 Capitol Commerce Mortgage Company XX67202ND Fixed HEMT 06-4 1 408647697 Capitol Commerce Mortgage Company XX67202ND Fixed HEMT 06-4 1 408647698 Capitol Commerce Mortgage Company XX67202ND Fixed HEMT 06-4 1 408647699 Capitol Commerce Mortgage Company XX67202ND Fixed HEMT 06-4 1 408647700 Capitol Commerce Mortgage Company XX67202ND Fixed HEMT 06-4 1 408647701 Capitol Commerce Mortgage Company XX67202ND Fixed HEMT 06-4 1 408647702 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408647703 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed HEMT 06-4 1 408647718 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647719 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647720 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647722 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647723 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647724 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647725 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647728 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647729 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647730 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647731 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647732 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647735 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647736 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647737 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647738 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647739 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647740 Millennium Funding Group XX67202ND Fixed HEMT 06-4 1 408647741 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647742 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647743 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647744 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647745 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647746 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647748 First NLC Financial Services, LLC XX67202ND Fixed HEMT 06-4 1 408647749 First NLC Financial Services, LLC XX67202ND Fixed HEMT 06-4 1 408647750 First NLC Financial Services, LLC XX67202ND Fixed HEMT 06-4 1 408647752 First NLC Financial Services, LLC XX67202ND Fixed HEMT 06-4 1 408647753 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647756 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647759 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647760 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647761 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647763 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647764 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647766 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647768 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647769 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647770 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647773 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647774 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647775 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647776 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647778 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647780 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647782 MILA XX67202ND Fixed HEMT 06-4 1 408647784 MILA 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XX67202ND Fixed HEMT 06-4 1 408647797 Saxon Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408647798 Saxon Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408647800 Saxon Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408647801 Saxon Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408647802 Saxon Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408647804 Saxon Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408647806 Saxon Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408647807 Saxon Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408647809 Saxon Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408647810 Saxon Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408647812 Saxon Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408647815 Saxon Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408647816 Saxon Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408647817 Saxon Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408647819 Saxon Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408647820 Saxon Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408647821 Saxon Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408647822 Saxon Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408647824 Saxon Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408647826 Saxon Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408647827 Saxon Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408647828 Saxon Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408647830 Saxon Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408647832 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647833 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647834 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647835 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647837 First NLC Financial Services, LLC XX67202ND Fixed HEMT 06-4 1 408647839 First NLC Financial Services, LLC XX67202ND Fixed HEMT 06-4 1 408647840 First NLC Financial Services, LLC XX67202ND Fixed HEMT 06-4 1 408647841 First NLC Financial Services, LLC XX67202ND Fixed HEMT 06-4 1 408647844 Provident Savings Bank, FSB XX67202ND Fixed HEMT 06-4 1 408647845 Provident Savings Bank, FSB XX67202ND Fixed HEMT 06-4 1 408647846 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647847 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647848 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647849 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647850 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647852 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647853 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647857 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647858 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647859 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647860 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647861 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647862 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647863 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647865 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647866 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647867 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647868 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647869 Decision One Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408647870 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647871 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647872 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647873 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647874 MILA XX67202ND Fixed HEMT 06-4 1 408647876 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647877 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647879 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647880 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647881 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647882 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647885 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647889 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647890 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647892 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647894 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647895 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647899 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647902 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647903 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647904 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647905 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647907 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647908 First NLC Financial Services, LLC XX67202ND Fixed HEMT 06-4 1 408647909 First NLC Financial Services, LLC XX67202ND Fixed HEMT 06-4 1 408647911 First NLC Financial Services, LLC XX67202ND Fixed HEMT 06-4 1 408647912 First NLC Financial Services, LLC XX67202ND Fixed HEMT 06-4 1 408647913 First NLC Financial Services, LLC XX67202ND Fixed HEMT 06-4 1 408647915 First NLC Financial Services, LLC XX67202ND Fixed HEMT 06-4 1 408647916 First NLC Financial Services, LLC XX67202ND Fixed HEMT 06-4 1 408647918 First NLC Financial Services, LLC XX67202ND Fixed HEMT 06-4 1 408647919 First NLC Financial Services, LLC XX67202ND Fixed HEMT 06-4 1 408647920 First NLC Financial Services, LLC XX67202ND Fixed HEMT 06-4 1 408647921 First NLC Financial Services, LLC XX67202ND Fixed HEMT 06-4 1 408647922 First NLC Financial Services, LLC XX67202ND Fixed HEMT 06-4 1 408647923 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408647997 Citizens Mortgage Corp. XX67202ND Fixed HEMT 06-4 1 408647998 Citizens Mortgage Corp. XX67202ND Fixed HEMT 06-4 1 408648001 First Mutual Corporation XX67202ND Fixed HEMT 06-4 1 408648003 Resource Bank XX67202ND Fixed HEMT 06-4 1 408648004 American Bantrust Mortgage Services Corp. XX67202ND Fixed HEMT 06-4 1 408648005 SUMMIT MORTGAGE XX67202ND Fixed HEMT 06-4 1 408648006 Sierra Pacific Mortgage Company, Inc. XX67202ND Fixed HEMT 06-4 1 408648007 SUMMIT MORTGAGE XX67202ND Fixed HEMT 06-4 1 408648008 One Source Mortgage XX67202ND Fixed HEMT 06-4 1 408648009 NJ Lenders Corp. XX67202ND Fixed HEMT 06-4 1 408648010 SUMMIT MORTGAGE XX67202ND Fixed HEMT 06-4 1 408648012 New York Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408648013 New York Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408648014 Shasta Financial Services, Inc. XX67202ND Fixed HEMT 06-4 1 408648015 NJ Lenders Corp. XX67202ND Fixed HEMT 06-4 1 408648016 GMFS, LLC XX67202ND Fixed HEMT 06-4 1 408648017 Entrust Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408648018 NJ Lenders Corp. XX67202ND Fixed HEMT 06-4 1 408648019 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648021 Bayrock Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648022 Memorial Park Mortgage, Ltd. XX67202ND Fixed HEMT 06-4 1 408648023 Memorial Park Mortgage, Ltd. XX67202ND Fixed HEMT 06-4 1 408648024 American Gold Mortgage Corp. XX67202ND Fixed HEMT 06-4 1 408648025 Memorial Park Mortgage, Ltd. XX67202ND Fixed HEMT 06-4 1 408648026 Xxxxxxx Financial, Inc. XX67202ND Fixed HEMT 06-4 1 408648027 Entrust Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408648029 Entrust Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408648030 Memorial Park Mortgage, Ltd. XX67202ND Fixed HEMT 06-4 1 408648031 Resource Bank XX67202ND Fixed HEMT 06-4 1 408648032 Xxxxx Xxxx Xxxxxxx XX00000XX Fixed HEMT 06-4 1 408648033 Loan Center xx Xxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408648034 Memorial Park Mortgage, Ltd. XX67202ND Fixed HEMT 06-4 1 408648035 Resource Bank XX67202ND Fixed HEMT 06-4 1 408648037 GMFS, LLC XX67202ND Fixed HEMT 06-4 1 408648038 New York Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408648039 Cameron Financial Group, Inc. XX67202ND Fixed HEMT 06-4 1 408648040 New York Mortgage Company, LLC XX67202ND Fixed HEMT 06-4 1 408648041 Metrocities Mortgage Corp., LLC XX67202ND Fixed HEMT 06-4 1 408648042 Entrust Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408648043 GMFS, LLC XX67202ND Fixed HEMT 06-4 1 408648044 Entrust Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408648045 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648046 Entrust Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408648047 Entrust Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408648048 Bomac Mortgage Holdings, LP XX67202ND Fixed HEMT 06-4 1 408648049 Concord Mortgage Co. XX67202ND Fixed HEMT 06-4 1 408648050 American Home Mortgage XX67202ND Fixed HEMT 06-4 1 408648051 Entrust Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408648053 Suburban Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408648054 Entrust Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408648055 Cal-Bay Mortgage Group XX67202ND Fixed HEMT 06-4 1 408648056 Aurora Financial Group, Inc. XX67202ND Fixed HEMT 06-4 1 408648057 Citizens Mortgage Corp. XX67202ND Fixed HEMT 06-4 1 408648058 SUMMIT MORTGAGE XX67202ND Fixed HEMT 06-4 1 408648060 One Source Mortgage XX67202ND Fixed HEMT 06-4 1 408648061 Stonecreek Funding XX67202ND Fixed HEMT 06-4 1 408648062 One Source Mortgage XX67202ND Fixed HEMT 06-4 1 408648063 Aurora Financial Group, Inc. XX67202ND Fixed HEMT 06-4 1 408648064 Shasta Financial Services, Inc. XX67202ND Fixed HEMT 06-4 1 408648065 Resource Bank XX67202ND Fixed HEMT 06-4 1 408648066 Memorial Park Mortgage, Ltd. XX67202ND Fixed HEMT 06-4 1 408648067 Xxxx Xxxxxx Xxxxxxxx Xxxxxxx XX00000XX Fixed HEMT 06-4 1 408648068 Silver State Financial Services XX67202ND Fixed HEMT 06-4 1 408648070 Land Home Financial Services, Inc. XX67202ND Fixed HEMT 06-4 1 408648071 Commonfund Mortgage Corp. XX67202ND Fixed HEMT 06-4 1 408648072 Resource Bank XX67202ND Fixed HEMT 06-4 1 408648073 One Source Mortgage XX67202ND Fixed HEMT 06-4 1 408648074 Allied Mortgage Group, Inc. XX67202ND Fixed HEMT 06-4 1 408648075 FSB Funding, Inc. XX67202ND Fixed HEMT 06-4 1 408648076 Silver State Financial Services XX67202ND Fixed HEMT 06-4 1 408648078 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648079 Resource Bank XX67202ND Fixed HEMT 06-4 1 408648080 Sun American Mortgage Corp. XX67202ND Fixed HEMT 06-4 1 408648081 Loan Center xx Xxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408648082 SUMMIT MORTGAGE XX67202ND Fixed HEMT 06-4 1 408648085 Resource Bank XX67202ND Fixed HEMT 06-4 1 408648086 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648087 Frontier Investment Company dba Rainland Mtge Co. XX67202ND Fixed HEMT 06-4 1 408648088 TransLand Financial Services, Inc. XX67202ND Fixed HEMT 06-4 1 408648089 NJ Lenders Corp. XX67202ND Fixed HEMT 06-4 1 408648090 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648091 One Source Mortgage XX67202ND Fixed HEMT 06-4 1 408648092 Cameron Financial Group, Inc. XX67202ND Fixed HEMT 06-4 1 408648093 Resource Bank XX67202ND Fixed HEMT 06-4 1 408648094 Sterling Capital Mortgage Company XX67202ND Fixed HEMT 06-4 1 408648095 One Source Mortgage XX67202ND Fixed HEMT 06-4 1 408648096 Residential Mortgage Capital XX67202ND Fixed HEMT 06-4 1 408648100 Sterling Capital Mortgage Company XX67202ND Fixed HEMT 06-4 1 408648101 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648102 First United Mortgage Banking Co. XX67202ND Fixed HEMT 06-4 1 408648103 Harbourton Mortgage Investment Corporation XX67202ND Fixed HEMT 06-4 1 408648104 Major Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648106 Concord Mortgage Co. XX67202ND Fixed HEMT 06-4 1 408648107 Xxxxxxxx Mortgage Inc. XX67202ND Fixed HEMT 06-4 1 408648110 NJ Lenders Corp. XX67202ND Fixed HEMT 06-4 1 408648111 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648112 One Source Mortgage XX67202ND Fixed HEMT 06-4 1 408648113 Luxury Mortgage Corp. XX67202ND Fixed HEMT 06-4 1 408648114 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648115 Cherry Creek Mortgage Company, Inc. XX67202ND Fixed HEMT 06-4 1 408648116 Luxury Mortgage Corp. XX67202ND Fixed HEMT 06-4 1 408648118 BrooksAmerica Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648120 First Financial Equities, Inc. XX67202ND Fixed HEMT 06-4 1 408648121 Major Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648122 Abundance Mortgage Inc. XX67202ND Fixed HEMT 06-4 1 408648123 International Home Xxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408648124 Resource Bank XX67202ND Fixed HEMT 06-4 1 408648125 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648126 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648127 Resource Bank XX67202ND Fixed HEMT 06-4 1 408648128 Resource Bank XX67202ND Fixed HEMT 06-4 1 408648129 Xxxxx Xxxxx Xxxxxxxx Xxxx. XX00000XX Fixed HEMT 06-4 1 408648130 FSB Funding, Inc. XX67202ND Fixed HEMT 06-4 1 408648131 BrooksAmerica Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648132 FSB Funding, Inc. XX67202ND Fixed HEMT 06-4 1 408648133 GMFS, LLC XX67202ND Fixed HEMT 06-4 1 408648134 Meridian Residential Capital XX67202ND Fixed HEMT 06-4 1 408648135 American Home Mortgage XX67202ND Fixed HEMT 06-4 1 408648136 American Home Loans XX67202ND Fixed HEMT 06-4 1 408648137 Frontier Investment Company dba Rainland Mtge Co. XX67202ND Fixed HEMT 06-4 1 408648138 American Bantrust Mortgage Services Corp. XX67202ND Fixed HEMT 06-4 1 408648139 Silver State Financial Services XX67202ND Fixed HEMT 06-4 1 408648140 Entrust Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408648141 Aurora Financial Group, Inc. XX67202ND Fixed HEMT 06-4 1 408648142 Resource Bank XX67202ND Fixed HEMT 06-4 1 408648143 Frontier Investment Company dba Rainland Mtge Co. XX67202ND Fixed HEMT 06-4 1 408648146 Mortgage Access Corp. XX67202ND Fixed HEMT 06-4 1 408648148 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648149 Resource Bank XX67202ND Fixed HEMT 06-4 1 408648150 BrooksAmerica Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648151 Resource Bank XX67202ND Fixed HEMT 06-4 1 408648152 Independent Realty Capital Corp. XX67202ND Fixed HEMT 06-4 1 408648153 Silver State Financial Services XX67202ND Fixed HEMT 06-4 1 408648154 American Bantrust Mortgage Services Corp. XX67202ND Fixed HEMT 06-4 1 408648155 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648156 Entrust Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408648157 Bayrock Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648158 Allied Mortgage Group, Inc. XX67202ND Fixed HEMT 06-4 1 408648159 Major Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648160 Sea Breeze Financial Services XX67202ND Fixed HEMT 06-4 1 408648162 American Home Mortgage XX67202ND Fixed HEMT 06-4 1 408648163 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648164 American Home Loans XX67202ND Fixed HEMT 06-4 1 408648165 Shasta Financial Services, Inc. XX67202ND Fixed HEMT 06-4 1 408648166 Cal-Bay Mortgage Group XX67202ND Fixed HEMT 06-4 1 408648167 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648168 GOLDEN EMPIRE MORTGAGE INC. XX67202ND Fixed HEMT 06-4 1 408648169 AmeriFirst Financial Corporation XX67202ND Fixed HEMT 06-4 1 408648170 Bomac Mortgage Holdings, LP XX67202ND Fixed HEMT 06-4 1 408648172 Resource Bank XX67202ND Fixed HEMT 06-4 1 408648174 Xxxxxxx Financial, Inc. XX67202ND Fixed HEMT 06-4 1 408648175 Capitol Commerce Mortgage Company XX67202ND Fixed HEMT 06-4 1 408648176 Xxxx Xxxxxx Xxxxxxxx Xxxxxxx XX00000XX Fixed HEMT 06-4 1 408648177 One Source Mortgage XX67202ND Fixed HEMT 06-4 1 408648178 One Source Mortgage XX67202ND Fixed HEMT 06-4 1 408648179 FSB Funding, Inc. XX67202ND Fixed HEMT 06-4 1 408648180 FSB Funding, Inc. XX67202ND Fixed HEMT 06-4 1 408648182 One Source Mortgage XX67202ND Fixed HEMT 06-4 1 408648183 One Source Mortgage XX67202ND Fixed HEMT 06-4 1 408648184 GMFS, LLC XX67202ND Fixed HEMT 06-4 1 408648186 American Bantrust Mortgage Services Corp. XX67202ND Fixed HEMT 06-4 1 408648187 FSB Funding, Inc. XX67202ND Fixed HEMT 06-4 1 408648188 SUMMIT MORTGAGE XX67202ND Fixed HEMT 06-4 1 408648189 Resource Bank XX67202ND Fixed HEMT 06-4 1 408648192 One Source Mortgage XX67202ND Fixed HEMT 06-4 1 408648193 Metrocities Mortgage Corp., LLC XX67202ND Fixed HEMT 06-4 1 408648194 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648195 SLM Financial Corporation XX67202ND Fixed HEMT 06-4 1 408648196 BrooksAmerica Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648198 Bayrock Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648200 The Mortgage Outlet XX67202ND Fixed HEMT 06-4 1 408648201 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648202 Bayrock Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648203 Bomac Mortgage Holdings, LP XX67202ND Fixed HEMT 06-4 1 408648204 Federal Trust Bank XX67202ND Fixed HEMT 06-4 1 408648205 Xxxxx Xxxxx Xxxxxxxx Xxxx. XX00000XX Fixed HEMT 06-4 1 408648207 Frontier Investment Company dba Rainland Mtge Co. XX67202ND Fixed HEMT 06-4 1 408648208 NJ Lenders Corp. XX67202ND Fixed HEMT 06-4 1 408648209 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648210 Xxxxx Xxxxx Xxxxxxxx Xxxx. XX00000XX Fixed HEMT 06-4 1 408648211 Bomac Mortgage Holdings, LP XX67202ND Fixed HEMT 06-4 1 408648212 FSB Funding, Inc. XX67202ND Fixed HEMT 06-4 1 408648213 Anvil Funding Corporation XX67202ND Fixed HEMT 06-4 1 408648215 American Home Loans XX67202ND Fixed HEMT 06-4 1 408648216 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648217 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648218 Cal-Bay Mortgage Group XX67202ND Fixed HEMT 06-4 1 408648219 GMFS, LLC XX67202ND Fixed HEMT 06-4 1 408648220 Coastal Mortgage Services, Inc. XX67202ND Fixed HEMT 06-4 1 408648221 Major Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648222 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648223 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648224 BrooksAmerica Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648225 Concord Mortgage Co. XX67202ND Fixed HEMT 06-4 1 408648226 American Bank (Rockville, MD) XX67202ND Fixed HEMT 06-4 1 408648227 GMFS, LLC XX67202ND Fixed HEMT 06-4 1 408648228 FSB Funding, Inc. XX67202ND Fixed HEMT 06-4 1 408648230 NJ Lenders Corp. XX67202ND Fixed HEMT 06-4 1 408648231 Xxxxx Xxxxx Xxxxxxxx Xxxx. XX00000XX Fixed HEMT 06-4 1 408648232 Coastal Mortgage Services, Inc. XX67202ND Fixed HEMT 06-4 1 408648233 Concord Mortgage Co. XX67202ND Fixed HEMT 06-4 1 408648234 American Home Mortgage XX67202ND Fixed HEMT 06-4 1 408648235 Residential Mortgage Capital XX67202ND Fixed HEMT 06-4 1 408648236 Cherry Creek Mortgage Company, Inc. XX67202ND Fixed HEMT 06-4 1 408648238 SUMMIT MORTGAGE XX67202ND Fixed HEMT 06-4 1 408648239 MCS Mortgage Bankers, Inc. XX67202ND Fixed HEMT 06-4 1 408648240 Major Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648241 BrooksAmerica Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648242 One Source Mortgage XX67202ND Fixed HEMT 06-4 1 408648246 South Pacific Financial Corporation XX67202ND Fixed HEMT 06-4 1 408648249 Major Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648251 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648252 Resource Bank XX67202ND Fixed HEMT 06-4 1 408648253 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648254 NJ Lenders Corp. XX67202ND Fixed HEMT 06-4 1 408648255 Silver State Financial Services XX67202ND Fixed HEMT 06-4 1 408648256 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648257 Major Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648258 BrooksAmerica Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648259 Allied Mortgage Group, Inc. XX67202ND Fixed HEMT 06-4 1 408648262 Cherry Creek Mortgage Company, Inc. XX67202ND Fixed HEMT 06-4 1 408648263 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648264 American Bank (Rockville, MD) XX67202ND Fixed HEMT 06-4 1 408648265 American Home Mortgage XX67202ND Fixed HEMT 06-4 1 408648268 Mortgage Access Corp. XX67202ND Fixed HEMT 06-4 1 408648270 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648271 Fairmont Funding, Ltd. XX67202ND Fixed HEMT 06-4 1 408648272 GMFS, LLC XX67202ND Fixed HEMT 06-4 1 408648273 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648274 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648275 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648276 Entrust Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408648277 Sun American Mortgage Corp. XX67202ND Fixed HEMT 06-4 1 408648278 Ameritrust Mortgage Bankers, Inc. XX67202ND Fixed HEMT 06-4 1 408648279 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648281 Nation One Mortgage Company, Inc. XX67202ND Fixed HEMT 06-4 1 408648282 Entrust Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408648284 Coastal Mortgage Services, Inc. XX67202ND Fixed HEMT 06-4 1 408648285 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648286 Meridian Residential Capital XX67202ND Fixed HEMT 06-4 1 408648287 American Bank (Rockville, MD) XX67202ND Fixed HEMT 06-4 1 408648290 Silver State Financial Services XX67202ND Fixed HEMT 06-4 1 408648291 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648292 Xxxxx Xxxxx Xxxxxxxx Xxxx. XX00000XX Fixed HEMT 06-4 1 408648293 Colorado Federal Savings Bank XX67202ND Fixed HEMT 06-4 1 408648294 GMFS, LLC XX67202ND Fixed HEMT 06-4 1 408648296 Shasta Financial Services, Inc. XX67202ND Fixed HEMT 06-4 1 408648297 Benchmark Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408648298 Allied Mortgage Group, Inc. XX67202ND Fixed HEMT 06-4 1 408648299 American Home Mortgage XX67202ND Fixed HEMT 06-4 1 408648300 Frontier Investment Company dba Rainland Mtge Co. XX67202ND Fixed HEMT 06-4 1 408648301 FSB Funding, Inc. XX67202ND Fixed HEMT 06-4 1 408648302 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648303 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648304 Mortgage Access Corp. XX67202ND Fixed HEMT 06-4 1 408648305 FSB Funding, Inc. XX67202ND Fixed HEMT 06-4 1 408648307 Xxxx Xxxxxx Xxxxxxxx Xxxxxxx XX00000XX Fixed HEMT 06-4 1 408648308 Entrust Mortgage, Inc. XX67202ND Fixed HEMT 06-4 1 408648309 Primary Capital Mortgage XX67202ND Fixed HEMT 06-4 1 408648310 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648311 ESI Mortgage, LP XX67202ND Fixed HEMT 06-4 1 408648312 Xxxxx Xxxxx Xxxxxxxx Xxxx. XX00000XX Fixed HEMT 06-4 1 408648313 Cal-Bay Mortgage Group XX67202ND Fixed HEMT 06-4 1 408648314 Cameron Financial Group, Inc. XX67202ND Fixed HEMT 06-4 1 408648315 Ameritrust Mortgage Bankers, Inc. XX67202ND Fixed HEMT 06-4 1 408648316 Xxxx Xxxxxx Xxxxxxxx Xxxxxxx XX00000XX Fixed HEMT 06-4 1 408648317 FSB Funding, Inc. XX67202ND Fixed HEMT 06-4 1 408648318 Capitol Commerce Mortgage Company XX67202ND Fixed HEMT 06-4 1 408648319 Capitol Commerce Mortgage Company XX67202ND Fixed HEMT 06-4 1 408648320 Capitol Commerce Mortgage Company XX67202ND Fixed HEMT 06-4 1 408648322 One Source Mortgage XX67202ND Fixed HEMT 06-4 1 408648323 Meridian Residential Capital XX67202ND Fixed HEMT 06-4 1 408648325 Colorado Federal Savings Bank XX67202ND Fixed HEMT 06-4 1 408648326 Universal Financial Group, Inc. XX67202ND Fixed HEMT 06-4 1 408648327 Frontier Investment Company dba Rainland Mtge Co. XX67202ND Fixed HEMT 06-4 1 408648328 Ameritrust Mortgage Bankers, Inc. XX67202ND Fixed HEMT 06-4 1 408648329 BrooksAmerica Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648331 Major Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648332 FSB Funding, Inc. XX67202ND Fixed HEMT 06-4 1 408648333 Major Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648334 GreenPoint Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648335 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648338 First Franklin Financial Corporation XX67202ND Fixed HEMT 06-4 1 408648340 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648341 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648342 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648343 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648344 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648345 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648347 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648349 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648350 Meritage Mortgage Corporation XX67202ND Fixed HEMT 06-4 1 408648353 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648355 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648356 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648357 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648358 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648359 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648362 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648364 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648366 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648367 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648368 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648369 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648370 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648373 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648375 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648376 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648377 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648379 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648380 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648381 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648384 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648385 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648386 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648388 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648389 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648390 First Franklin Financial Corporation XX67202ND Fixed HEMT 06-4 1 408648391 First Franklin Financial Corporation XX67202ND Fixed HEMT 06-4 1 408648393 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648395 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648397 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648398 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648399 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648400 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648401 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648403 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648404 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648406 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648408 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648409 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648410 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648412 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648413 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648414 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648415 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648416 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648417 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648418 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648419 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648421 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648423 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648424 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648425 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648426 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648427 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648429 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648430 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648431 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648432 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648433 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648434 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648435 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648436 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648437 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648438 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648440 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648441 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648442 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648443 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648444 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648445 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648446 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648448 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648449 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648450 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648451 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648452 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648454 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648455 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648456 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648457 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648459 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648460 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648461 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648462 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648464 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648466 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648467 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648468 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648469 Accredited Home Lenders Inc. XX67202ND Fixed HEMT 06-4 1 408648470 Accredited Home Lenders Inc. XX67202ND Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed XXXX 00-0 0 000000000 XX Xxxx XX XX00000XX Fixed HEMT 06-4 1 408652698 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408652700 First NLC Financial Services, LLC XX67212ND Fixed HEMT 06-4 1 408652701 First NLC Financial Services, LLC XX67212ND Fixed HEMT 06-4 1 408652704 First NLC Financial Services, LLC XX67212ND Fixed HEMT 06-4 1 408652707 Nexstar Financial Corporation XX67212ND Fixed HEMT 06-4 1 408652709 Nexstar Financial Corporation XX67212ND Fixed HEMT 06-4 1 408652710 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652711 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652712 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652713 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652714 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652715 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652716 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652717 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652718 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652720 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652721 First NLC Financial Services, LLC XX67212ND Fixed HEMT 06-4 1 408652722 First NLC Financial Services, LLC XX67212ND Fixed HEMT 06-4 1 408652723 First NLC Financial Services, LLC XX67212ND Fixed HEMT 06-4 1 408652724 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652725 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652726 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652727 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652728 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652729 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652730 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652731 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652732 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652733 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652734 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652735 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652736 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652737 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652738 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652739 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652740 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652741 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652742 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652743 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652744 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652745 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652746 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652747 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652748 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652749 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652750 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652751 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652752 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652753 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652754 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652755 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652756 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652757 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652758 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652759 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652761 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652762 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652763 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652764 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652765 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652766 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652767 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652768 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652769 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652770 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652771 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652772 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652773 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652775 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652776 First NLC Financial Services, LLC XX67212ND Fixed HEMT 06-4 1 408652777 First NLC Financial Services, LLC XX67212ND Fixed HEMT 06-4 1 408652783 Saxon Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408652786 Saxon Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408652787 Saxon Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408652788 Saxon Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408652789 Saxon Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408652791 Saxon Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408652793 Saxon Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408652795 Saxon Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408652796 Saxon Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408652797 Saxon Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408652798 Saxon Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408652799 Saxon Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408652801 Saxon Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408652802 Saxon Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408652803 Saxon Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408652804 Saxon Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408652805 Saxon Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408652806 Saxon Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408652808 Decision One Mortgage Company, LLC XX67212ND Fixed HEMT 06-4 1 408652809 Wilmington National XX67212ND Fixed HEMT 06-4 1 408652810 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652811 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652812 First NLC Financial Services, LLC XX67212ND Fixed HEMT 06-4 1 408652813 First NLC Financial Services, LLC XX67212ND Fixed HEMT 06-4 1 408652814 First NLC Financial Services, LLC XX67212ND Fixed HEMT 06-4 1 408652815 First NLC Financial Services, LLC XX67212ND Fixed HEMT 06-4 1 408652818 First NLC Financial Services, LLC XX67212ND Fixed HEMT 06-4 1 408652820 MILA XX67212ND Fixed HEMT 06-4 1 408652821 MILA XX67212ND Fixed HEMT 06-4 1 408652823 MILA XX67212ND Fixed HEMT 06-4 1 408652824 MILA XX67212ND Fixed HEMT 06-4 1 408652825 MILA XX67212ND Fixed HEMT 06-4 1 408652827 MILA XX67212ND Fixed HEMT 06-4 1 408652828 MILA XX67212ND Fixed HEMT 06-4 1 408652829 MILA XX67212ND Fixed HEMT 06-4 1 408652830 MILA XX67212ND Fixed HEMT 06-4 1 408652832 MILA XX67212ND Fixed HEMT 06-4 1 408652833 MILA XX67212ND Fixed HEMT 06-4 1 408652838 MILA XX67212ND Fixed HEMT 06-4 1 408652839 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652842 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652843 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652845 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652847 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652850 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652851 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652853 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652854 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652855 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652857 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652858 First NLC Financial Services, LLC XX67212ND Fixed HEMT 06-4 1 408652859 First NLC Financial Services, LLC XX67212ND Fixed HEMT 06-4 1 408652860 First NLC Financial Services, LLC XX67212ND Fixed HEMT 06-4 1 408652861 First NLC Financial Services, LLC XX67212ND Fixed HEMT 06-4 1 408652863 First NLC Financial Services, LLC XX67212ND Fixed HEMT 06-4 1 408652865 First NLC Financial Services, LLC XX67212ND Fixed HEMT 06-4 1 408652866 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652867 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652868 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652869 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652870 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652871 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652872 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652873 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652874 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652875 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652876 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652877 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652878 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652879 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652880 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652881 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652882 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652883 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652884 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652885 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652886 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652887 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652888 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652889 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652890 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652891 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652892 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652893 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652894 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652895 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652896 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652897 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652898 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652899 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652900 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652901 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652902 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652903 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652904 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652905 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652906 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652907 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652908 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652909 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652910 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652911 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652912 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652913 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652914 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652915 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652916 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652917 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652918 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652919 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652920 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652921 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652922 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652923 Xxxxxxxx Xxxx Xxxxxxxx Xxxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652925 Fieldstone Mortgage Company XX67212ND Fixed HEMT 06-4 1 408652926 Fieldstone Mortgage Company XX67212ND Fixed HEMT 06-4 1 408652927 Fieldstone Mortgage Company XX67212ND Fixed HEMT 06-4 1 408652929 Fieldstone Mortgage Company XX67212ND Fixed HEMT 06-4 1 408652930 Fieldstone Mortgage Company XX67212ND Fixed HEMT 06-4 1 408652931 Fieldstone Mortgage Company XX67212ND Fixed HEMT 06-4 1 408652932 Fieldstone Mortgage Company XX67212ND Fixed HEMT 06-4 1 408652933 Sierra Pacific Mortgage Company, Inc. XX67212ND Fixed HEMT 06-4 1 408652934 Sierra Pacific Mortgage Company, Inc. XX67212ND Fixed HEMT 06-4 1 408652935 Capitol Commerce Mortgage Company XX67212ND Fixed HEMT 06-4 1 408652936 Stonecreek Funding XX67212ND Fixed HEMT 06-4 1 408652937 Mortgage Access Corp. XX67212ND Fixed HEMT 06-4 1 408652938 Capitol Commerce Mortgage Company XX67212ND Fixed HEMT 06-4 1 408652939 Mortgage Access Corp. XX67212ND Fixed HEMT 06-4 1 408652940 Residential Mortgage Capital XX67212ND Fixed HEMT 06-4 1 408652941 Nation One Mortgage Company, Inc. XX67212ND Fixed HEMT 06-4 1 408652942 Anvil Funding Corporation XX67212ND Fixed HEMT 06-4 1 408652943 Frontier Investment Company dba Rainland Mtge Co. XX67212ND Fixed HEMT 06-4 1 408652944 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408652945 Mortgage Access Corp. XX67212ND Fixed HEMT 06-4 1 408652947 Resource Bank XX67212ND Fixed HEMT 06-4 1 408652948 Federal Trust Bank XX67212ND Fixed HEMT 06-4 1 408652949 Capitol Commerce Mortgage Company XX67212ND Fixed HEMT 06-4 1 408652950 Aurora Financial Group, Inc. XX67212ND Fixed HEMT 06-4 1 408652952 American Home Loans XX67212ND Fixed HEMT 06-4 1 408652953 Primary Capital Mortgage XX67212ND Fixed HEMT 06-4 1 408652954 Primary Capital Mortgage XX67212ND Fixed HEMT 06-4 1 408652955 Capitol Commerce Mortgage Company XX67212ND Fixed HEMT 06-4 1 408652956 Commonfund Mortgage Corp. XX67212ND Fixed HEMT 06-4 1 408652958 Mortgage Access Corp. XX67212ND Fixed HEMT 06-4 1 408652959 First BanK Mortgage XX67212ND Fixed HEMT 06-4 1 408652960 Euro Funding Corporation XX67212ND Fixed HEMT 06-4 1 408652961 Gateway Funding Diversified Mortgage Services, LP XX67212ND Fixed HEMT 06-4 1 408652962 Suburban Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408652963 Citizens Mortgage Corp. XX67212ND Fixed HEMT 06-4 1 408652964 Allied Mortgage Group, Inc. XX67212ND Fixed HEMT 06-4 1 408652965 SUMMIT MORTGAGE XX67212ND Fixed HEMT 06-4 1 408652966 Xxxxx Xxxx Xxxxxxx XX00000XX Fixed HEMT 06-4 1 408652968 Shasta Financial Services, Inc. XX67212ND Fixed HEMT 06-4 1 408652969 Anvil Funding Corporation XX67212ND Fixed HEMT 06-4 1 408652970 Citizens Mortgage Corp. XX67212ND Fixed HEMT 06-4 1 408652971 Xxxx Xxxxxx Xxxxxxxx Xxxxxxx XX00000XX Fixed HEMT 06-4 1 408652972 Alliance Mortgage Banking Corp. XX67212ND Fixed HEMT 06-4 1 408652973 Sun American Mortgage Corp. XX67212ND Fixed HEMT 06-4 1 408652974 FirstCity Financial XX67212ND Fixed HEMT 06-4 1 408652975 Resource Bank XX67212ND Fixed HEMT 06-4 1 408652976 FirstCity Financial XX67212ND Fixed HEMT 06-4 1 408652977 Sierra Pacific Mortgage Company, Inc. XX67212ND Fixed HEMT 06-4 1 408652978 Genuine Home Loans XX67212ND Fixed HEMT 06-4 1 408652979 American Bantrust Mortgage Services Corp. XX67212ND Fixed HEMT 06-4 1 408652980 GMFS, LLC XX67212ND Fixed HEMT 06-4 1 408652982 Aurora Financial Group, Inc. XX67212ND Fixed HEMT 06-4 1 408652984 Bayrock Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408652985 Anvil Funding Corporation XX67212ND Fixed HEMT 06-4 1 408652986 Memorial Park Mortgage, Ltd. XX67212ND Fixed HEMT 06-4 1 408652987 NJ Lenders Corp. XX67212ND Fixed HEMT 06-4 1 408652988 Resource Bank XX67212ND Fixed HEMT 06-4 1 408652989 Frontier Investment Company dba Rainland Mtge Co. XX67212ND Fixed HEMT 06-4 1 408652990 FSB Funding, Inc. XX67212ND Fixed HEMT 06-4 1 408652991 NJ Lenders Corp. XX67212ND Fixed HEMT 06-4 1 408652992 Cherry Creek Mortgage Company, Inc. XX67212ND Fixed HEMT 06-4 1 408652993 Aurora Financial Group, Inc. XX67212ND Fixed HEMT 06-4 1 408652994 Loan Center xx Xxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408652995 Resource Bank XX67212ND Fixed HEMT 06-4 1 408652996 Capitol Commerce Mortgage Company XX67212ND Fixed HEMT 06-4 1 408652998 GMFS, LLC XX67212ND Fixed HEMT 06-4 1 408652999 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653000 Capitol Commerce Mortgage Company XX67212ND Fixed HEMT 06-4 1 408653001 GMFS, LLC XX67212ND Fixed HEMT 06-4 1 408653002 NJ Lenders Corp. XX67212ND Fixed HEMT 06-4 1 408653003 Capitol Commerce Mortgage Company XX67212ND Fixed HEMT 06-4 1 408653006 Aurora Financial Group, Inc. XX67212ND Fixed HEMT 06-4 1 408653007 Frontier Investment Company dba Rainland Mtge Co. XX67212ND Fixed HEMT 06-4 1 408653008 Major Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653010 Memorial Park Mortgage, Ltd. XX67212ND Fixed HEMT 06-4 1 408653011 ESI Mortgage, LP XX67212ND Fixed HEMT 06-4 1 408653012 One Source Mortgage XX67212ND Fixed HEMT 06-4 1 408653014 Alliance Mortgage Banking Corp. XX67212ND Fixed HEMT 06-4 1 408653015 Sterling Capital Mortgage Company XX67212ND Fixed HEMT 06-4 1 408653016 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653017 One Source Mortgage XX67212ND Fixed HEMT 06-4 1 408653018 Major Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653019 Philadelphia Freedom Corporation XX67212ND Fixed HEMT 06-4 1 408653020 NJ Lenders Corp. XX67212ND Fixed HEMT 06-4 1 408653021 Citizens Mortgage Corp. XX67212ND Fixed HEMT 06-4 1 408653022 Resource Bank XX67212ND Fixed HEMT 06-4 1 408653023 Sterling Capital Mortgage Company XX67212ND Fixed HEMT 06-4 1 408653024 Resource Bank XX67212ND Fixed HEMT 06-4 1 408653025 Resource Bank XX67212ND Fixed HEMT 06-4 1 408653026 Cherry Creek Mortgage Company, Inc. XX67212ND Fixed HEMT 06-4 1 408653027 NJ Lenders Corp. XX67212ND Fixed HEMT 06-4 1 408653028 Coastal Mortgage Services, Inc. XX67212ND Fixed HEMT 06-4 1 408653029 Resource Bank XX67212ND Fixed HEMT 06-4 1 408653030 Opteum Financial Services, LLC XX67212ND Fixed HEMT 06-4 1 408653031 First United Mortgage Banking Co. XX67212ND Fixed HEMT 06-4 1 408653032 Shasta Financial Services, Inc. XX67212ND Fixed HEMT 06-4 1 408653033 Residential Mortgage Capital XX67212ND Fixed HEMT 06-4 1 408653034 One Source Mortgage XX67212ND Fixed HEMT 06-4 1 408653036 Coastal Mortgage Services, Inc. XX67212ND Fixed HEMT 06-4 1 408653037 Bayrock Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653038 Commonfund Mortgage Corp. XX67212ND Fixed HEMT 06-4 1 408653039 GMFS, LLC XX67212ND Fixed HEMT 06-4 1 408653040 First BanK Mortgage XX67212ND Fixed HEMT 06-4 1 408653041 Major Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653042 Memorial Park Mortgage, Ltd. XX67212ND Fixed HEMT 06-4 1 408653043 Alliance Mortgage Banking Corp. XX67212ND Fixed HEMT 06-4 1 408653044 FirstCity Financial XX67212ND Fixed HEMT 06-4 1 408653045 FirstCity Financial XX67212ND Fixed HEMT 06-4 1 408653046 Nation One Mortgage Company, Inc. XX67212ND Fixed HEMT 06-4 1 408653047 Olympia Mortgage Corp. XX67212ND Fixed HEMT 06-4 1 408653048 Bayrock Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653049 Frontier Investment Company dba Rainland Mtge Co. XX67212ND Fixed HEMT 06-4 1 408653051 Silver State Financial Services XX67212ND Fixed HEMT 06-4 1 408653054 Alliance Mortgage Banking Corp. XX67212ND Fixed HEMT 06-4 1 408653055 Monument Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653056 Aurora Financial Group, Inc. XX67212ND Fixed HEMT 06-4 1 408653057 Allied Mortgage Group, Inc. XX67212ND Fixed HEMT 06-4 1 408653058 BrooksAmerica Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653059 BrooksAmerica Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653060 New York Mortgage Company, LLC XX67212ND Fixed HEMT 06-4 1 408653061 Frontier Investment Company dba Rainland Mtge Co. XX67212ND Fixed HEMT 06-4 1 408653062 Independent Realty Capital Corp. XX67212ND Fixed HEMT 06-4 1 408653063 Silver State Financial Services XX67212ND Fixed HEMT 06-4 1 408653064 Memorial Park Mortgage, Ltd. XX67212ND Fixed HEMT 06-4 1 408653066 ESI Mortgage, LP XX67212ND Fixed HEMT 06-4 1 408653067 Sterling Capital Mortgage Company XX67212ND Fixed HEMT 06-4 1 408653068 Coastal Mortgage Services, Inc. XX67212ND Fixed HEMT 06-4 1 408653069 GMFS, LLC XX67212ND Fixed HEMT 06-4 1 408653070 Fairmont Funding, Ltd. XX67212ND Fixed HEMT 06-4 1 408653071 Allied Mortgage Group, Inc. XX67212ND Fixed HEMT 06-4 1 408653072 Bomac Mortgage Holdings, LP XX67212ND Fixed HEMT 06-4 1 408653073 ESI Mortgage, LP XX67212ND Fixed HEMT 06-4 1 408653074 Frontier Investment Company dba Rainland Mtge Co. XX67212ND Fixed HEMT 06-4 1 408653075 One Source Mortgage XX67212ND Fixed HEMT 06-4 1 408653076 Allied Mortgage Group, Inc. XX67212ND Fixed HEMT 06-4 1 408653077 ESI Mortgage, LP XX67212ND Fixed HEMT 06-4 1 408653078 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653080 NJ Lenders Corp. XX67212ND Fixed HEMT 06-4 1 408653081 Anvil Funding Corporation XX67212ND Fixed HEMT 06-4 1 408653082 Resource Bank XX67212ND Fixed HEMT 06-4 1 408653083 Bayrock Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653084 Provident Savings Bank, FSB XX67212ND Fixed HEMT 06-4 1 408653085 Sterling Capital Mortgage Company XX67212ND Fixed HEMT 06-4 1 408653086 Cherry Creek Mortgage Company, Inc. XX67212ND Fixed HEMT 06-4 1 408653087 Ameritrust Mortgage Bankers, Inc. XX67212ND Fixed HEMT 06-4 1 408653088 Sterling Capital Mortgage Company XX67212ND Fixed HEMT 06-4 1 408653089 Sterling Capital Mortgage Company XX67212ND Fixed HEMT 06-4 1 408653090 ESI Mortgage, LP XX67212ND Fixed HEMT 06-4 1 408653091 FSB Funding, Inc. XX67212ND Fixed HEMT 06-4 1 408653092 Resource Bank XX67212ND Fixed HEMT 06-4 1 408653094 Resource Bank XX67212ND Fixed HEMT 06-4 1 408653095 ESI Mortgage, LP XX67212ND Fixed HEMT 06-4 1 408653096 Sterling Capital Mortgage Company XX67212ND Fixed HEMT 06-4 1 408653097 Philadelphia Freedom Corporation XX67212ND Fixed HEMT 06-4 1 408653099 Shasta Financial Services, Inc. XX67212ND Fixed HEMT 06-4 1 408653100 Shasta Financial Services, Inc. XX67212ND Fixed HEMT 06-4 1 408653101 Shasta Financial Services, Inc. XX67212ND Fixed HEMT 06-4 1 408653104 Millennia Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653105 Coastal Capital Corporation XX67212ND Fixed HEMT 06-4 1 408653106 NJ Lenders Corp. XX67212ND Fixed HEMT 06-4 1 408653108 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653109 FSB Funding, Inc. XX67212ND Fixed HEMT 06-4 1 408653110 FSB Funding, Inc. XX67212ND Fixed HEMT 06-4 1 408653111 FSB Funding, Inc. XX67212ND Fixed HEMT 06-4 1 408653112 Silver State Financial Services XX67212ND Fixed HEMT 06-4 1 408653113 Allied Mortgage Group, Inc. XX67212ND Fixed HEMT 06-4 1 408653114 Major Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653116 NJ Lenders Corp. XX67212ND Fixed HEMT 06-4 1 408653119 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653120 Resource Bank XX67212ND Fixed HEMT 06-4 1 408653121 Resource Bank XX67212ND Fixed HEMT 06-4 1 408653123 Universal Financial Group, Inc. XX67212ND Fixed HEMT 06-4 1 408653124 New York Mortgage Company, LLC XX67212ND Fixed HEMT 06-4 1 408653125 BrooksAmerica Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653127 Major Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653128 Chapel Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653129 ESI Mortgage, LP XX67212ND Fixed HEMT 06-4 1 408653130 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653131 NJ Lenders Corp. XX67212ND Fixed HEMT 06-4 1 408653132 ESI Mortgage, LP XX67212ND Fixed HEMT 06-4 1 408653133 Memorial Park Mortgage, Ltd. XX67212ND Fixed HEMT 06-4 1 408653134 New York Mortgage Company, LLC XX67212ND Fixed HEMT 06-4 1 408653135 Chapel Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653136 Frontier Investment Company dba Rainland Mtge Co. XX67212ND Fixed HEMT 06-4 1 408653138 One Source Mortgage XX67212ND Fixed HEMT 06-4 1 408653139 South Pacific Financial Corporation XX67212ND Fixed HEMT 06-4 1 408653140 FSB Funding, Inc. XX67212ND Fixed HEMT 06-4 1 408653141 SUMMIT MORTGAGE XX67212ND Fixed HEMT 06-4 1 408653144 Bomac Mortgage Holdings, LP XX67212ND Fixed HEMT 06-4 1 408653145 American General Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653146 Sterling Capital Mortgage Company XX67212ND Fixed HEMT 06-4 1 408653147 Sierra Pacific Mortgage Company, Inc. XX67212ND Fixed HEMT 06-4 1 408653148 Coastal Mortgage Services, Inc. XX67212ND Fixed HEMT 06-4 1 408653149 Allied Mortgage Group, Inc. XX67212ND Fixed HEMT 06-4 1 408653150 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653152 ESI Mortgage, LP XX67212ND Fixed HEMT 06-4 1 408653153 ESI Mortgage, LP XX67212ND Fixed HEMT 06-4 1 408653154 First Financial Equities, Inc. XX67212ND Fixed HEMT 06-4 1 408653155 Millennia Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653156 Anvil Funding Corporation XX67212ND Fixed HEMT 06-4 1 408653157 Citizens Mortgage Corp. XX67212ND Fixed HEMT 06-4 1 408653158 BrooksAmerica Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653159 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653160 Allied Mortgage Group, Inc. XX67212ND Fixed HEMT 06-4 1 408653161 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653162 United Pacific XX67212ND Fixed HEMT 06-4 1 408653163 South Pacific Financial Corporation XX67212ND Fixed HEMT 06-4 1 408653164 United Pacific XX67212ND Fixed HEMT 06-4 1 408653165 One Source Mortgage XX67212ND Fixed HEMT 06-4 1 408653166 United Pacific XX67212ND Fixed HEMT 06-4 1 408653167 NJ Lenders Corp. XX67212ND Fixed HEMT 06-4 1 408653168 MCS Mortgage Bankers, Inc. XX67212ND Fixed HEMT 06-4 1 408653171 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653172 Allied Mortgage Group, Inc. XX67212ND Fixed HEMT 06-4 1 408653173 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653174 Loan Center xx Xxxxxxxxxx XX00000XX Fixed HEMT 06-4 1 408653175 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653176 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653177 Major Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653178 Resource Bank XX67212ND Fixed HEMT 06-4 1 408653179 One Source Mortgage XX67212ND Fixed HEMT 06-4 1 408653180 GMFS, LLC XX67212ND Fixed HEMT 06-4 1 408653181 ESI Mortgage, LP XX67212ND Fixed HEMT 06-4 1 408653183 Bayrock Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653184 Silver State Financial Services XX67212ND Fixed HEMT 06-4 1 408653186 Frontier Investment Company dba Rainland Mtge Co. XX67212ND Fixed HEMT 06-4 1 408653187 Cherry Creek Mortgage Company, Inc. XX67212ND Fixed HEMT 06-4 1 408653188 Silver State Financial Services XX67212ND Fixed HEMT 06-4 1 408653189 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653190 ESI Mortgage, LP XX67212ND Fixed HEMT 06-4 1 408653192 Allied Mortgage Group, Inc. XX67212ND Fixed HEMT 06-4 1 408653193 Xxxxx Mortgage Services, Inc XX67212ND Fixed HEMT 06-4 1 408653194 Concord Mortgage Co. XX67212ND Fixed HEMT 06-4 1 408653195 American Bank (Rockville, MD) XX67212ND Fixed HEMT 06-4 1 408653196 Nation One Mortgage Company, Inc. XX67212ND Fixed HEMT 06-4 1 408653197 Nation One Mortgage Company, Inc. XX67212ND Fixed HEMT 06-4 1 408653198 Nation One Mortgage Company, Inc. XX67212ND Fixed HEMT 06-4 1 408653199 Resource Bank XX67212ND Fixed HEMT 06-4 1 408653200 Shasta Financial Services, Inc. XX67212ND Fixed HEMT 06-4 1 408653201 Cameron Financial Group, Inc. XX67212ND Fixed HEMT 06-4 1 408653202 Mortgage Access Corp. XX67212ND Fixed HEMT 06-4 1 408653204 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653205 Tribeca Lending Corporation XX67212ND Fixed HEMT 06-4 1 408653206 Xxxx Xxxxxx Xxxxxxxx Xxxxxxx XX00000XX Fixed HEMT 06-4 1 408653207 Xxxx Xxxxxx Xxxxxxxx Xxxxxxx XX00000XX Fixed HEMT 06-4 1 408653208 Commonfund Mortgage Corp. XX67212ND Fixed HEMT 06-4 1 408653209 Lydian Xxxxxxx Xxxx XX00000XX Fixed HEMT 06-4 1 408653211 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653213 Xxxx Xxxxxx Xxxxxxxx Xxxxxxx XX00000XX Fixed HEMT 06-4 1 408653214 REALTY MORTGAGE CORP XX67212ND Fixed HEMT 06-4 1 408653215 Xxxxxxx Financial, Inc. XX67212ND Fixed HEMT 06-4 1 408653217 American Home Loans XX67212ND Fixed HEMT 06-4 1 408653218 Memorial Park Mortgage, Ltd. XX67212ND Fixed HEMT 06-4 1 408653219 BrooksAmerica Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653220 Major Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653222 Silver State Financial Services XX67212ND Fixed HEMT 06-4 1 408653223 First United Mortgage Banking Co. XX67212ND Fixed HEMT 06-4 1 408653225 BrooksAmerica Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653226 Xxxxxxx Financial, Inc. XX67212ND Fixed HEMT 06-4 1 408653227 New York Mortgage Company, LLC XX67212ND Fixed HEMT 06-4 1 408653229 Xxxx Xxxxxx Xxxxxxxx Xxxxxxx XX00000XX Fixed HEMT 06-4 1 408653230 Xxxx Xxxxxx Xxxxxxxx Xxxxxxx XX00000XX Fixed HEMT 06-4 1 408653231 ACT Lending Corporation XX67212ND Fixed HEMT 06-4 1 408653232 BrooksAmerica Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653234 Xxxx Xxxxxx Xxxxxxxx Xxxxxxx XX00000XX Fixed HEMT 06-4 1 408653235 Xxxx Xxxxxx Xxxxxxxx Xxxxxxx XX00000XX Fixed HEMT 06-4 1 408653236 GMFS, LLC XX67212ND Fixed HEMT 06-4 1 408653237 FSB Funding, Inc. XX67212ND Fixed HEMT 06-4 1 408653239 Silver State Financial Services XX67212ND Fixed HEMT 06-4 1 408653240 Barrington Capital Corporation XX67212ND Fixed HEMT 06-4 1 408653241 Xxxxx Xxxx Xxxxxxx XX00000XX Fixed HEMT 06-4 1 408653243 One Source Mortgage XX67212ND Fixed HEMT 06-4 1 408653244 Resource Bank XX67212ND Fixed HEMT 06-4 1 408653245 Resource Bank XX67212ND Fixed HEMT 06-4 1 408653246 BrooksAmerica Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653247 Major Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653249 Nation One Mortgage Company, Inc. XX67212ND Fixed HEMT 06-4 1 408653250 Xxxxx Xxxxx Xxxxxxxx Xxxx. XX00000XX Fixed HEMT 06-4 1 408653251 GMFS, LLC XX67212ND Fixed HEMT 06-4 1 408653252 Allied Mortgage Group, Inc. XX67212ND Fixed HEMT 06-4 1 408653253 Cardinal Financial Company, LP XX67212ND Fixed HEMT 06-4 1 408653254 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653256 BrooksAmerica Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653257 Nation One Mortgage Company, Inc. XX67212ND Fixed HEMT 06-4 1 408653260 Nation One Mortgage Company, Inc. XX67212ND Fixed HEMT 06-4 1 408653261 Nation One Mortgage Company, Inc. XX67212ND Fixed HEMT 06-4 1 408653262 GMFS, LLC XX67212ND Fixed HEMT 06-4 1 408653263 FSB Funding, Inc. XX67212ND Fixed HEMT 06-4 1 408653264 GMFS, LLC XX67212ND Fixed HEMT 06-4 1 408653266 GMFS, LLC XX67212ND Fixed HEMT 06-4 1 408653267 Colorado Federal Savings Bank XX67212ND Fixed HEMT 06-4 1 408653269 Resource Bank XX67212ND Fixed HEMT 06-4 1 408653270 Fairmont Funding, Ltd. XX67212ND Fixed HEMT 06-4 1 408653272 Americorp Credit Corporation XX67212ND Fixed HEMT 06-4 1 408653273 ESI Mortgage, LP XX67212ND Fixed HEMT 06-4 1 408653275 FSB Funding, Inc. XX67212ND Fixed HEMT 06-4 1 408653276 One Source Mortgage XX67212ND Fixed HEMT 06-4 1 408653278 ESI Mortgage, LP XX67212ND Fixed HEMT 06-4 1 408653279 NJ Lenders Corp. XX67212ND Fixed HEMT 06-4 1 408653281 Equity Now, Inc. XX67212ND Fixed HEMT 06-4 1 408653282 GMFS, LLC XX67212ND Fixed HEMT 06-4 1 408653283 NJ Lenders Corp. XX67212ND Fixed HEMT 06-4 1 408653284 Bomac Mortgage Holdings, LP XX67212ND Fixed HEMT 06-4 1 408653285 Silver State Financial Services XX67212ND Fixed HEMT 06-4 1 408653288 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653289 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653290 ESI Mortgage, LP XX67212ND Fixed HEMT 06-4 1 408653291 Silver State Financial Services XX67212ND Fixed HEMT 06-4 1 408653292 NJ Lenders Corp. XX67212ND Fixed HEMT 06-4 1 408653293 Major Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653294 Major Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653295 NJ Lenders Corp. XX67212ND Fixed HEMT 06-4 1 408653296 ESI Mortgage, LP XX67212ND Fixed HEMT 06-4 1 408653297 Fairmont Funding, Ltd. XX67212ND Fixed HEMT 06-4 1 408653298 Meridian Residential Capital XX67212ND Fixed HEMT 06-4 1 408653300 ESI Mortgage, LP XX67212ND Fixed HEMT 06-4 1 408653301 United Capital Funding Mortgage Bankers XX67212ND Fixed HEMT 06-4 1 408653302 First United Mortgage Banking Co. XX67212ND Fixed HEMT 06-4 1 408653303 ESI Mortgage, LP XX67212ND Fixed HEMT 06-4 1 408653304 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653305 Major Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653306 Major Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653307 BrooksAmerica Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653308 ESI Mortgage, LP XX67212ND Fixed HEMT 06-4 1 408653309 NJ Lenders Corp. XX67212ND Fixed HEMT 06-4 1 408653310 Silver State Financial Services XX67212ND Fixed HEMT 06-4 1 408653311 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653315 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653316 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653317 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653318 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653320 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653321 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653322 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653323 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653324 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653325 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653326 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653327 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653328 Major Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653329 American Mortgage Express XX67212ND Fixed HEMT 06-4 1 408653331 Entrust Mortgage, Inc. XX67212ND Fixed HEMT 06-4 1 408653335 Sterling Capital Mortgage Company XX67212ND Fixed HEMT 06-4 1 408653337 First Franklin Financial Corporation XX67212ND Fixed HEMT 06-4 1 408653338 Accredited Home Lenders Inc. XX67212ND Fixed HEMT 06-4 1 408653341 JPMorgan Chase XX67212ND Fixed HEMT 06-4 1 408653343 JPMorgan Chase XX67212ND Fixed HEMT 06-4 1 408653345 JPMorgan Chase XX67212ND Fixed HEMT 06-4 1 408653346 GreenPoint Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653347 X.X. XXXXXXX MORTGAGE XX67212ND Fixed HEMT 06-4 1 408653349 First Magnus Financial Corporation XX67212ND Fixed HEMT 06-4 1 408653350 First Magnus Financial Corporation XX67212ND Fixed HEMT 06-4 1 408653351 First Magnus Financial Corporation XX67212ND Fixed HEMT 06-4 1 408653352 First NLC Financial Services, LLC XX67212ND Fixed HEMT 06-4 1 408653353 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653355 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653357 Alliance Bancorp XX67212ND Fixed HEMT 06-4 1 408653358 Alliance Bancorp XX67212ND Fixed HEMT 06-4 1 408653359 Alliance Bancorp XX67212ND Fixed HEMT 06-4 1 408653360 Alliance Bancorp XX67212ND Fixed HEMT 06-4 1 408653361 Family Lending Services, Inc. XX67212ND Fixed HEMT 06-4 1 408653362 Family Lending Services, Inc. XX67212ND Fixed HEMT 06-4 1 408653363 Family Lending Services, Inc. XX67212ND Fixed HEMT 06-4 1 408653364 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653366 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653367 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653368 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653369 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653370 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653371 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653372 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653373 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653374 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653375 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653376 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653377 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653378 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653379 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653380 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653381 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653382 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653383 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653384 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653385 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653386 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653387 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653388 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653389 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653390 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653391 American Home Mortgage XX67212ND Fixed HEMT 06-4 1 408653393 First Franklin Financial Corporation XX67212ND Fixed HEMT 06-4 1 408653394 Amaximis Lending LP XX67212ND Fixed HEMT 06-4 1 408653395 Fieldstone Mortgage Company XX67212ND Fixed HEMT 06-4 1 408653396 Fieldstone Mortgage Company XX67212ND Fixed HEMT 06-4 1 408653397 Fieldstone Mortgage Company XX67212ND Fixed HEMT 06-4 1 408653400 Fieldstone Mortgage Company XX67212ND Fixed HEMT 06-4 1 408653402 Fieldstone Mortgage Company XX67212ND Fixed HEMT 06-4 1 408653403 Fieldstone Mortgage Company XX67212ND Fixed HEMT 06-4 1 408653404 Fieldstone Mortgage Company XX67212ND Fixed HEMT 06-4 1 408653405 Fieldstone Mortgage Company XX67212ND Fixed HEMT 06-4 1 408653407 Fieldstone Mortgage Company XX67212ND Fixed HEMT 06-4 1 408653409 Fieldstone Mortgage Company XX67212ND Fixed HEMT 06-4 1 408653410 Fieldstone Mortgage Company XX67212ND Fixed HEMT 06-4 1 408653412 Fieldstone Mortgage Company XX67212ND Fixed HEMT 06-4 1 408653414 Fieldstone Mortgage Company XX67212ND Fixed HEMT 06-4 1 408653415 Fieldstone Mortgage Company XX67212ND Fixed HEMT 06-4 1 408653418 MILA XX67212ND Fixed HEMT 06-4 1 408653419 MILA XX67212ND Fixed HEMT 06-4 1 408653422 MILA XX67212ND Fixed HEMT 06-4 1 408653423 MILA XX67212ND Fixed HEMT 06-4 1 408653424 MILA XX67212ND Fixed HEMT 06-4 1 408653426 MILA XX67212ND Fixed HEMT 06-4 1 408653428 MILA XX67212ND Fixed HEMT 06-4 1 408653430 Millennium Funding Group XX67212ND Fixed HEMT 06-4 1 408653431 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653434 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653437 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653439 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653440 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653443 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653444 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653446 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653447 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653448 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653449 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653450 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653451 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653452 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653453 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653455 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653456 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408653457 Meritage Mortgage Corporation XX67212ND Fixed HEMT 06-4 1 408676266 Nexstar Financial Corporation XX67242ND Fixed HEMT 06-4 1 408676267 Nexstar Financial Corporation XX67242ND Fixed HEMT 06-4 1 408676268 Nexstar Financial Corporation XX67242ND Fixed HEMT 06-4 1 500622209 Xxxxxxxx Financial Services, Inc. Fixed HEMT 06-4 1 500633062 American Home Mortgage Fixed HEMT 06-4 1 500634436 Eastern American Mortgage Company Fixed HEMT 06-4 1 500639555 Real Estate Mortgage Network Fixed HEMT 06-4 1 500649054 Xxxxxxxx Mortgage Company Fixed HEMT 06-4 1 500655597 Cornerstone Mortgage Company Fixed HEMT 06-4 1 500658088 Cornerstone Mortgage Company Fixed HEMT 06-4 1 500660818 NJ Lenders Corp. Fixed HEMT 06-4 1 500667912 Xxxxxxxx Mortgage Company Fixed HEMT 06-4 1 500669042 Cornerstone Mortgage Company Fixed HEMT 06-4 1 500671946 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500676331 Real Estate Mortgage Network Fixed HEMT 06-4 1 500677257 Xxxxxxxx Mortgage Company Fixed HEMT 06-4 1 500677506 Aurora Financial Group, Inc. Fixed HEMT 06-4 1 500677968 NJ Lenders Corp. Fixed HEMT 06-4 1 500679784 American Bancshares Mortgage Corporation Fixed HEMT 06-4 1 500681989 Xxxxx Mortgage, Inc. Fixed HEMT 06-4 1 500684407 J&J Mortgage Corporation Fixed HEMT 06-4 1 500685165 Infinity Home Mortgage Company, Inc. Fixed HEMT 06-4 1 500685215 Homefield Financial, Inc. Fixed HEMT 06-4 1 500686851 Residential Home Funding Corp. Fixed HEMT 06-4 1 500687779 NJ Lenders Corp. Fixed HEMT 06-4 1 500688039 Premier Financial Services, Inc. Fixed HEMT 06-4 1 500689404 American Home Mortgage Fixed HEMT 06-4 1 500689424 American Home Mortgage Fixed HEMT 06-4 1 500692851 Eastern American Mortgage Company Fixed HEMT 06-4 1 500693048 Republic Mortgage, LLC Fixed HEMT 06-4 1 500693151 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500693771 Infinity Home Mortgage Company, Inc. Fixed HEMT 06-4 1 500693856 Xxxxxxxx Financial Services, Inc. Fixed HEMT 06-4 1 500694111 Infinity Home Mortgage Company, Inc. Fixed HEMT 06-4 1 500695060 Greystone Financial Group Fixed HEMT 06-4 1 500695102 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500696574 American Home Mortgage Fixed HEMT 06-4 1 500696995 REALTY MORTGAGE CORP Fixed HEMT 06-4 1 500697199 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500697321 NJ Lenders Corp. Fixed HEMT 06-4 1 500697495 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500698828 NJ Lenders Corp. Fixed HEMT 06-4 1 500698924 Cornerstone Mortgage Company Fixed HEMT 06-4 1 500699422 South Atlantic Mortgage Corporation Fixed HEMT 06-4 1 500699830 Republic Mortgage, LLC Fixed HEMT 06-4 1 500699985 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500700036 Trident Mortgage Company, LP Fixed HEMT 06-4 1 500700710 Moria Development Inc. Fixed HEMT 06-4 1 500700929 American Home Mortgage Fixed HEMT 06-4 1 500701167 US Mortgage Corp. Fixed HEMT 06-4 1 500701352 Republic Mortgage, LLC Fixed HEMT 06-4 1 500702925 Republic Mortgage, LLC Fixed HEMT 06-4 1 500703256 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500703263 Concord Mortgage Co. Fixed HEMT 06-4 1 500703310 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500704085 NJ Lenders Corp. Fixed HEMT 06-4 1 500704109 Eastern American Mortgage Company Fixed HEMT 06-4 1 500704556 SLM Financial Corporation Fixed HEMT 06-4 1 500704631 Infinity Home Mortgage Company, Inc. Fixed HEMT 06-4 1 500704693 GOLDEN EMPIRE MORTGAGE INC. Fixed HEMT 06-4 1 500704939 Republic Mortgage, LLC Fixed HEMT 06-4 1 500705036 First State Mortgage Fixed HEMT 06-4 1 500706097 Moria Development Inc. Fixed HEMT 06-4 1 500706101 Republic Mortgage, LLC Fixed HEMT 06-4 1 500706125 NJ Lenders Corp. Fixed HEMT 06-4 1 500706138 Xxxxxxxx Financial Services, Inc. Fixed HEMT 06-4 1 500706159 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500706160 Cardinal Financial Company, LP Fixed HEMT 06-4 1 500706201 American Home Mortgage Fixed HEMT 06-4 1 500706276 American Home Mortgage Fixed HEMT 06-4 1 500706659 Xxxxxxxx Mortgage Company Fixed HEMT 06-4 1 500706973 US Mortgage Corp. Fixed HEMT 06-4 1 500707178 Moria Development Inc. Fixed HEMT 06-4 1 500707189 Ascent Home Loans Fixed HEMT 06-4 1 500707790 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500707792 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500707848 Axis Mortgage & Inv., Div. of Biltmore Bank of AZ Fixed HEMT 06-4 1 500707978 Moria Development Inc. Fixed HEMT 06-4 1 500708076 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation Fixed HEMT 06-4 1 500708133 American Bank (Rockville, MD) Fixed HEMT 06-4 1 500708198 Credit Northeast Inc Fixed HEMT 06-4 1 500708638 Moria Development Inc. Fixed HEMT 06-4 1 500708727 American Home Mortgage Fixed HEMT 06-4 1 500708746 American Home Mortgage Fixed HEMT 06-4 1 500709078 Sea Forth Mortgage Corporation Fixed HEMT 06-4 1 500709083 Sunbelt Lending Services Fixed HEMT 06-4 1 500709348 Frontier Investment Company dba Rainland Mtge Co. Fixed HEMT 06-4 1 500709542 Republic Mortgage, LLC Fixed HEMT 06-4 1 500709604 Crescent Mortgage Fixed HEMT 06-4 1 500709610 Concord Mortgage Co. Fixed HEMT 06-4 1 500709617 Concord Mortgage Co. Fixed HEMT 06-4 1 500709684 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500709717 Republic Mortgage, LLC Fixed HEMT 06-4 1 500709968 Resource Bank Fixed HEMT 06-4 1 500710036 Xxxxxx Mae Home Loans Fixed HEMT 06-4 1 500710042 US Mortgage Corp. Fixed HEMT 06-4 1 500710086 Moria Development Inc. Fixed HEMT 06-4 1 500710155 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500710240 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500710251 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500710263 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500710264 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500710265 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500710409 American Home Mortgage Fixed HEMT 06-4 1 500710419 Crescent Mortgage Fixed HEMT 06-4 1 500710496 Sea Forth Mortgage Corporation Fixed HEMT 06-4 1 500710700 FIRST WEST MORTGAGE BANKERS Fixed HEMT 06-4 1 500710790 Atlantic Home Lending, Inc Fixed HEMT 06-4 1 500710795 Delta Home Loans, Inc. Fixed HEMT 06-4 1 500710823 United Capital Funding Mortgage Bankers Fixed HEMT 06-4 1 500710892 American Home Mortgage Fixed HEMT 06-4 1 500710922 NJ Lenders Corp. Fixed HEMT 06-4 1 500711006 Republic Mortgage, LLC Fixed HEMT 06-4 1 500711021 Sea Forth Mortgage Corporation Fixed HEMT 06-4 1 500711126 Texas Capital Bank N.A Fixed HEMT 06-4 1 500711127 Texas Capital Bank N.A Fixed HEMT 06-4 1 500711335 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500711351 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500711353 American Home Mortgage Fixed HEMT 06-4 1 500711366 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500711369 American Home Mortgage Fixed HEMT 06-4 1 500711379 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500711384 American Home Mortgage Fixed HEMT 06-4 1 500711402 American Home Mortgage Fixed HEMT 06-4 1 500711403 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500711408 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500711431 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500711437 American Home Mortgage Fixed HEMT 06-4 1 500711485 Moria Development Inc. Fixed HEMT 06-4 1 500711525 Concord Mortgage Co. Fixed HEMT 06-4 1 500711565 Mirad Financial Group Fixed HEMT 06-4 1 500711631 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500711638 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500711666 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500711670 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500711710 Greystone Financial Group Fixed HEMT 06-4 1 500711713 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500711724 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500711747 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500711752 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500711795 Santa Xxxx Mortgage Company Fixed HEMT 06-4 1 500711822 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500711854 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500711864 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500711878 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500711916 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500711924 Cornerstone Mortgage Company Fixed HEMT 06-4 1 500711963 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500711989 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500712019 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500712022 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500712023 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500712048 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500712059 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500712074 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500712076 Xxxxxx Mae Home Loans Fixed HEMT 06-4 1 500712113 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500712129 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500712153 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500712164 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500712192 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500712201 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500712205 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500712215 GOLDEN EMPIRE MORTGAGE INC. Fixed HEMT 06-4 1 500712299 J&J Mortgage Corporation Fixed HEMT 06-4 1 500712306 Axis Mortgage & Inv., Div. of Biltmore Bank of AZ Fixed HEMT 06-4 1 500712679 Mortgage Loan Specialists Fixed HEMT 06-4 1 500712802 Aurora Financial Group, Inc. Fixed HEMT 06-4 1 500712827 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500712843 Sunbelt Lending Services Fixed HEMT 06-4 1 500713169 J&J Mortgage Corporation Fixed HEMT 06-4 1 500713317 Security Mortgage Corporation Fixed HEMT 06-4 1 500713321 Xxxxx Mortgage, Inc. Fixed HEMT 06-4 1 500713335 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500713378 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500713391 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500713406 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500713407 Baytree Lending Fixed HEMT 06-4 1 500713417 Mortgage Loan Specialists Fixed HEMT 06-4 1 500713439 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500713671 American Home Mortgage Fixed HEMT 06-4 1 500713836 Family Lending Services, Inc. Fixed HEMT 06-4 1 500713850 Republic Mortgage, LLC Fixed HEMT 06-4 1 500713872 Moria Development Inc. Fixed HEMT 06-4 1 500713930 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500714134 Republic Mortgage, LLC Fixed HEMT 06-4 1 500714207 Moria Development Inc. Fixed HEMT 06-4 1 500714316 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500714325 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500714333 Concord Mortgage Co. Fixed HEMT 06-4 1 500714346 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500714473 Cornerstone Mortgage Company Fixed HEMT 06-4 1 500714487 Cornerstone Mortgage Company Fixed HEMT 06-4 1 500714495 Concord Mortgage Co. Fixed HEMT 06-4 1 500714500 Cornerstone Mortgage Company Fixed HEMT 06-4 1 500714620 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500714622 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500714626 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500714631 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500714632 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500714633 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500714637 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500714641 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500714642 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500714643 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500714696 Moria Development Inc. Fixed HEMT 06-4 1 500714729 GOLDEN EMPIRE MORTGAGE INC. Fixed HEMT 06-4 1 500714792 Republic Mortgage, LLC Fixed HEMT 06-4 1 500714804 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500714872 Infinity Home Mortgage Company, Inc. Fixed HEMT 06-4 1 500714932 Transcontinental Lending Group Fixed HEMT 06-4 1 500715074 American Home Mortgage Fixed HEMT 06-4 1 500715277 Mirad Financial Group Fixed HEMT 06-4 1 500715320 Prime Mortgage Corporation Fixed HEMT 06-4 1 500715375 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500715429 Professional Mortgage Bankers Corp Fixed HEMT 06-4 1 500715492 Meridias Capital Fixed HEMT 06-4 1 500715509 Meridias Capital Fixed HEMT 06-4 1 500715516 Meridias Capital Fixed HEMT 06-4 1 500715525 REALTY MORTGAGE CORP Fixed HEMT 06-4 1 500715703 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500715770 FIRST WEST MORTGAGE BANKERS Fixed HEMT 06-4 1 500715786 Concord Mortgage Co. Fixed HEMT 06-4 1 500715835 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500715845 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500715846 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500715858 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500716051 Sea Forth Mortgage Corporation Fixed HEMT 06-4 1 500716055 Frontier Investment Company dba Rainland Mtge Co. Fixed HEMT 06-4 1 500716067 Frontier Investment Company dba Rainland Mtge Co. Fixed HEMT 06-4 1 500716076 Homefield Financial, Inc. Fixed HEMT 06-4 1 500716164 Infinity Home Mortgage Company, Inc. Fixed HEMT 06-4 1 500716189 Credit Northeast Inc Fixed HEMT 06-4 1 500716293 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500716469 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500716489 Allied Mortgage Group, Inc. Fixed HEMT 06-4 1 500716498 Suburban Mortgage, Inc. Fixed HEMT 06-4 1 500716509 Suburban Mortgage, Inc. Fixed HEMT 06-4 1 500716514 Infinity Home Mortgage Company, Inc. Fixed HEMT 06-4 1 500716620 Aurora Financial Group, Inc. Fixed HEMT 06-4 1 500716668 Moria Development Inc. Fixed HEMT 06-4 1 500716734 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500716829 Moria Development Inc. Fixed HEMT 06-4 1 500716866 Trident Mortgage Company, LP Fixed HEMT 06-4 1 500716883 NJ Lenders Corp. Fixed HEMT 06-4 1 500716894 Trident Mortgage Company, LP Fixed HEMT 06-4 1 500716946 Security Mortgage Corporation Fixed HEMT 06-4 1 500716995 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500717002 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500717018 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500717036 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500717040 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500717058 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500717232 Republic Mortgage, LLC Fixed HEMT 06-4 1 500717389 Saxon Equity Mortgage Bankers Ltd. Fixed HEMT 06-4 1 500717537 American Home Mortgage Fixed HEMT 06-4 1 500717581 Suburban Mortgage, Inc. Fixed HEMT 06-4 1 500717589 Xxxxxx Xxx Home Loans Fixed HEMT 06-4 1 500717602 Xxxxxx Mae Home Loans Fixed HEMT 06-4 1 500717632 US Mortgage Corp. Fixed HEMT 06-4 1 500717677 Cornerstone Mortgage Company Fixed HEMT 06-4 1 500717749 Suburban Mortgage, Inc. Fixed HEMT 06-4 1 500717785 Trident Mortgage Company, LP Fixed HEMT 06-4 1 500717797 Preferred Financial Group, Inc. Fixed HEMT 06-4 1 500717799 Trident Mortgage Company, LP Fixed HEMT 06-4 1 500717825 Republic Mortgage, LLC Fixed HEMT 06-4 1 500717864 Unprime Securities Company LLC Fixed HEMT 06-4 1 500717869 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500717903 Meridias Capital Fixed HEMT 06-4 1 500718048 Trident Mortgage Company, LP Fixed HEMT 06-4 1 500718145 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500718151 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500718156 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500718158 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500718189 Republic Mortgage, LLC Fixed HEMT 06-4 1 500718505 First NLC Financial Services, LLC Fixed HEMT 06-4 1 500718590 1st American Mortgage, Inc Fixed HEMT 06-4 1 500718615 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500718617 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500718619 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500718626 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500718630 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500718631 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500718632 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500718635 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500718649 1st American Mortgage, Inc Fixed HEMT 06-4 1 500718663 Real Estate Mortgage Network Fixed HEMT 06-4 1 500718691 Mortgage Loan Specialists Fixed HEMT 06-4 1 500718693 Moria Development Inc. Fixed HEMT 06-4 1 500718950 American Home Mortgage Fixed HEMT 06-4 1 500718956 Moria Development Inc. Fixed HEMT 06-4 1 500718958 Texas Capital Bank N.A Fixed HEMT 06-4 1 500718981 Trident Mortgage Company, LP Fixed HEMT 06-4 1 500719021 Concord Mortgage Co. Fixed HEMT 06-4 1 500719069 Trident Mortgage Company, LP Fixed HEMT 06-4 1 500719155 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500719182 American Partners Bank Fixed HEMT 06-4 1 500719216 Meridias Capital Fixed HEMT 06-4 1 500719222 Family Lending Services, Inc. Fixed HEMT 06-4 1 500719228 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500719229 USB Home Mortgage Fixed HEMT 06-4 1 500719235 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500719243 Concord Mortgage Co. Fixed HEMT 06-4 1 500719246 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500719256 Moria Development Inc. Fixed HEMT 06-4 1 500719280 Meridian Residential Capital Fixed HEMT 06-4 1 500719291 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500719318 Cherry Creek Mortgage Company, Inc. Fixed HEMT 06-4 1 500719320 Aurora Financial Group, Inc. Fixed HEMT 06-4 1 500719415 Santa Xxxx Mortgage Company Fixed HEMT 06-4 1 500719504 US Mortgage Corp. Fixed HEMT 06-4 1 500719599 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500719625 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500719645 Resource Bank Fixed HEMT 06-4 1 500719651 Xxxxxxxx Financial Services, Inc. Fixed HEMT 06-4 1 500719708 Mortgage One, Inc. Fixed HEMT 06-4 1 500719795 Meridias Capital Fixed HEMT 06-4 1 500719861 Liberty Financial Group, Inc. Fixed HEMT 06-4 1 500719883 Cornerstone Mortgage Company Fixed HEMT 06-4 1 500719916 Unprime Securities Company LLC Fixed HEMT 06-4 1 500719937 Transcontinental Lending Group Fixed HEMT 06-4 1 500719955 Sun American Mortgage Corp. Fixed HEMT 06-4 1 500720021 Prime Mortgage Corporation Fixed HEMT 06-4 1 500720038 Resource Bank Fixed HEMT 06-4 1 500720044 Concord Mortgage Co. Fixed HEMT 06-4 1 500720062 PHM Financial Inc. Fixed HEMT 06-4 1 500720102 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500720113 Trident Mortgage Company, LP Fixed HEMT 06-4 1 500720116 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500720122 Ameritrust Mortgage Bankers, Inc. Fixed HEMT 06-4 1 500720134 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500720155 Coastal Capital Corporation Fixed HEMT 06-4 1 500720223 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500720232 Republic Mortgage, LLC Fixed HEMT 06-4 1 500720238 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500720263 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500720265 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500720276 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500720281 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500720322 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500720325 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500720337 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500720362 Baytree Lending Fixed HEMT 06-4 1 500720415 Homefield Financial, Inc. Fixed HEMT 06-4 1 500720680 Mortgage Loan Specialists Fixed HEMT 06-4 1 500720762 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500720894 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500720908 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500720920 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500720927 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500720939 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500720944 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500720982 Republic Mortgage, LLC Fixed HEMT 06-4 1 500721013 Capital Pacific Mortgage Company, Inc. Fixed HEMT 06-4 1 500721020 Baytree Lending Fixed HEMT 06-4 1 500721059 J&J Mortgage Corporation Fixed HEMT 06-4 1 500721067 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500721082 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500721102 Meridian Residential Capital Fixed HEMT 06-4 1 500721106 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500721142 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500721143 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500721144 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500721147 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500721148 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500721149 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500721150 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500721151 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500721154 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500721156 Republic Mortgage, LLC Fixed HEMT 06-4 1 500721186 Republic Mortgage, LLC Fixed HEMT 06-4 1 500721198 J&J Mortgage Corporation Fixed HEMT 06-4 1 500721199 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500721260 Republic Mortgage, LLC Fixed HEMT 06-4 1 500721261 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500721264 MINNESOTA HOME MORTGAGE Fixed HEMT 06-4 1 500721317 Cornerstone Mortgage Company Fixed HEMT 06-4 1 500721319 Sea Forth Mortgage Corporation Fixed HEMT 06-4 1 500721365 American Home Mortgage Fixed HEMT 06-4 1 500721366 Moria Development Inc. Fixed HEMT 06-4 1 500721372 The Mortgage Outlet Fixed HEMT 06-4 1 500721373 REALTY MORTGAGE CORP Fixed HEMT 06-4 1 500721673 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500721692 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500721695 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500721696 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500721697 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500721698 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500721832 Homefield Financial, Inc. Fixed HEMT 06-4 1 500721844 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500721866 Sunbelt Lending Services Fixed HEMT 06-4 1 500721989 MCS Mortgage Bankers, Inc. Fixed HEMT 06-4 1 500722039 Paramount Financial, Inc. Fixed HEMT 06-4 1 500722045 Resource Bank Fixed HEMT 06-4 1 500722059 US Mortgage Corp. Fixed HEMT 06-4 1 500722115 Cherry Creek Mortgage Company, Inc. Fixed HEMT 06-4 1 500722129 Homefield Financial, Inc. Fixed HEMT 06-4 1 500722140 US Mortgage Corp. Fixed HEMT 06-4 1 500722277 Flick Mortgage Fixed HEMT 06-4 1 500722361 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500722369 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500722380 Xxxxxx Xxx Home Loans Fixed HEMT 06-4 1 500722387 J&J Mortgage Corporation Fixed HEMT 06-4 1 500722389 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500722446 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500722484 Santa Xxxx Mortgage Company Fixed HEMT 06-4 1 500722500 Baytree Lending Fixed HEMT 06-4 1 500722518 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500722548 Premier Financial Services, Inc. Fixed HEMT 06-4 1 500722573 Unprime Securities Company LLC Fixed HEMT 06-4 1 500722575 Axis Mortgage & Inv., Div. of Biltmore Bank of AZ Fixed HEMT 06-4 1 500722829 Republic Mortgage, LLC Fixed HEMT 06-4 1 500722845 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500722862 Eastern American Mortgage Company Fixed HEMT 06-4 1 500723155 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500723196 Aurora Financial Group, Inc. Fixed HEMT 06-4 1 500723203 American Bank (Rockville, MD) Fixed HEMT 06-4 1 500723240 Amtrust Mortgage Corporation Fixed HEMT 06-4 1 500723283 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500723418 Continental Home Loans Inc. Fixed HEMT 06-4 1 500723442 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500723469 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500723508 Homefield Financial, Inc. Fixed HEMT 06-4 1 500723560 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500723562 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation Fixed HEMT 06-4 1 500723654 American Bank (Rockville, MD) Fixed HEMT 06-4 1 500723683 Allied Mortgage Group, Inc. Fixed HEMT 06-4 1 500723684 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500723689 LEND-MOR MORTGAGE BANKERS CORPORATION Fixed HEMT 06-4 1 500723694 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500723701 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500723716 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500723720 Moria Development Inc. Fixed HEMT 06-4 1 500723730 Cornerstone Mortgage Company Fixed HEMT 06-4 1 500723777 Moria Development Inc. Fixed HEMT 06-4 1 500723781 Unprime Securities Company LLC Fixed HEMT 06-4 1 500723785 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500723793 Republic Mortgage, LLC Fixed HEMT 06-4 1 500723794 Meridian Residential Capital Fixed HEMT 06-4 1 500723803 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500723805 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500723807 USB Home Mortgage Fixed HEMT 06-4 1 500723811 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500723824 American Home Loans Fixed HEMT 06-4 1 500723859 MINNESOTA HOME MORTGAGE Fixed HEMT 06-4 1 500724050 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500724108 Transcontinental Lending Group Fixed HEMT 06-4 1 500724156 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500724181 Republic Mortgage, LLC Fixed HEMT 06-4 1 500724247 Cherry Creek Mortgage Company, Inc. Fixed HEMT 06-4 1 500724253 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500724262 USB Home Mortgage Fixed HEMT 06-4 1 500724347 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500724368 Allied Mortgage Group, Inc. Fixed HEMT 06-4 1 500724482 Homefield Financial, Inc. Fixed HEMT 06-4 1 500724491 Suburban Mortgage, Inc. Fixed HEMT 06-4 1 500724528 Sunbelt Lending Services Fixed HEMT 06-4 1 500724534 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500724623 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500724719 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500724721 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500724730 J&J Mortgage Corporation Fixed HEMT 06-4 1 500724745 REALTY MORTGAGE CORP Fixed HEMT 06-4 1 500724763 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500724826 American Partners Bank Fixed HEMT 06-4 1 500724846 Homefield Financial, Inc. Fixed HEMT 06-4 1 500724860 Meridias Capital Fixed HEMT 06-4 1 500724861 Meridias Capital Fixed HEMT 06-4 1 500724864 Meridias Capital Fixed HEMT 06-4 1 500724869 Meridias Capital Fixed HEMT 06-4 1 500724873 Meridias Capital Fixed HEMT 06-4 1 500724874 Meridias Capital Fixed HEMT 06-4 1 500724875 Meridias Capital Fixed HEMT 06-4 1 500724878 Meridias Capital Fixed HEMT 06-4 1 500724882 Meridias Capital Fixed HEMT 06-4 1 500724884 Meridias Capital Fixed HEMT 06-4 1 500724885 Meridias Capital Fixed HEMT 06-4 1 500724886 Meridias Capital Fixed HEMT 06-4 1 500724888 Meridias Capital Fixed HEMT 06-4 1 500724896 Axis Mortgage & Inv., Div. of Biltmore Bank of AZ Fixed HEMT 06-4 1 500724915 Axis Mortgage & Inv., Div. of Biltmore Bank of AZ Fixed HEMT 06-4 1 500724917 Family Lending Services, Inc. Fixed HEMT 06-4 1 500724921 J&J Mortgage Corporation Fixed HEMT 06-4 1 500725021 US Mortgage Corp. Fixed HEMT 06-4 1 500725025 Cornerstone Mortgage Company Fixed HEMT 06-4 1 500725077 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500725104 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500725126 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500725147 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500725308 Cornerstone Mortgage Company Fixed HEMT 06-4 1 500725327 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500725406 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500725417 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500725451 Xxxxx Mortgage, Inc. Fixed HEMT 06-4 1 500725466 Community First Bank Fixed HEMT 06-4 1 500725560 Allied Mortgage Group, Inc. Fixed HEMT 06-4 1 500725596 Residential Mortgage Services Fixed HEMT 06-4 1 500725671 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500725683 Crescent Mortgage Fixed HEMT 06-4 1 500725695 Premier Financial Services, Inc. Fixed HEMT 06-4 1 500725720 Suburban Mortgage, Inc. Fixed HEMT 06-4 1 500725722 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500725789 Sunbelt Lending Services Fixed HEMT 06-4 1 500725791 Homefield Financial, Inc. Fixed HEMT 06-4 1 500725840 Sea Forth Mortgage Corporation Fixed HEMT 06-4 1 500725886 Colorado Federal Savings Bank Fixed HEMT 06-4 1 500725893 Xxxxx Mortgage, Inc. Fixed HEMT 06-4 1 500725906 Unprime Securities Company LLC Fixed HEMT 06-4 1 500725931 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500725935 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500725944 USB Home Mortgage Fixed HEMT 06-4 1 500725976 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500725994 Homefield Financial, Inc. Fixed HEMT 06-4 1 500726158 USB Home Mortgage Fixed HEMT 06-4 1 500726167 Homefield Financial, Inc. Fixed HEMT 06-4 1 500726168 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500726174 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500726199 Sea Forth Mortgage Corporation Fixed HEMT 06-4 1 500726287 One Source Mortgage Fixed HEMT 06-4 1 500726317 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation Fixed HEMT 06-4 1 500726328 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500726334 Ameritrust Mortgage Bankers, Inc. Fixed HEMT 06-4 1 500726342 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500726349 Ameritrust Mortgage Bankers, Inc. Fixed HEMT 06-4 1 500726426 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500726501 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500726510 Mortgage One, Inc. Fixed HEMT 06-4 1 500726521 Xxxxx Mortgage, Inc. Fixed HEMT 06-4 1 500726536 Geneva Mortgage Corp. Fixed HEMT 06-4 1 500726622 Republic Mortgage, LLC Fixed HEMT 06-4 1 500726632 Moria Development Inc. Fixed HEMT 06-4 1 500726711 One Source Mortgage Fixed HEMT 06-4 1 500726775 Allied Mortgage Group, Inc. Fixed HEMT 06-4 1 500726797 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500726853 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500726870 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500726877 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500726883 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500726925 Republic Mortgage, LLC Fixed HEMT 06-4 1 500726944 Greystone Financial Group Fixed HEMT 06-4 1 500726949 Moria Development Inc. Fixed HEMT 06-4 1 500726951 Allied Mortgage Group, Inc. Fixed HEMT 06-4 1 500727001 Residential Mortgage Services Fixed HEMT 06-4 1 500727019 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500727020 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500727021 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500727023 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500727024 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500727026 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500727030 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500727031 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500727032 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500727033 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500727034 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500727035 REALTY MORTGAGE CORP Fixed HEMT 06-4 1 500727112 FIRST WEST MORTGAGE BANKERS Fixed HEMT 06-4 1 500727247 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500727267 Moria Development Inc. Fixed HEMT 06-4 1 500727283 Homefield Financial, Inc. Fixed HEMT 06-4 1 500727305 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500727315 American Bancshares Mortgage Corporation Fixed HEMT 06-4 1 500727374 HomeTown Mortgage Services, Inc. Fixed HEMT 06-4 1 500727423 American Financial Resources Inc Fixed HEMT 06-4 1 500727433 Mirad Financial Group Fixed HEMT 06-4 1 500727455 American Bank (Rockville, MD) Fixed HEMT 06-4 1 500727476 Sun American Mortgage Corp. Fixed HEMT 06-4 1 500727594 J&J Mortgage Corporation Fixed HEMT 06-4 1 500727646 Ameritrust Mortgage Bankers, Inc. Fixed HEMT 06-4 1 500727659 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500727660 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500727662 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500727663 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500727665 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500727741 Mortgage Planning and Lending Specialists, Ltd. Fixed HEMT 06-4 1 500727747 Eastern American Mortgage Company Fixed HEMT 06-4 1 500727823 Unprime Securities Company LLC Fixed HEMT 06-4 1 500727841 Allied Mortgage Group, Inc. Fixed HEMT 06-4 1 500727861 Paramount Financial, Inc. Fixed HEMT 06-4 1 500727889 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500727894 Allied Mortgage Group, Inc. Fixed HEMT 06-4 1 500727916 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500727920 Allied Mortgage Group, Inc. Fixed HEMT 06-4 1 500727926 Allied Mortgage Group, Inc. Fixed HEMT 06-4 1 500727943 American Home Mortgage Fixed HEMT 06-4 1 500727958 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500727964 Homefield Financial, Inc. Fixed HEMT 06-4 1 500728003 Meridian Residential Capital Fixed HEMT 06-4 1 500728004 Allied Mortgage Group, Inc. Fixed HEMT 06-4 1 500728038 American Bancshares Mortgage Corporation Fixed HEMT 06-4 1 500728064 Xxxxxxxx Mortgage Company Fixed HEMT 06-4 1 500728073 Texas Capital Bank N.A Fixed HEMT 06-4 1 500728087 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500728099 Xxxxx Mortgage Services, Inc Fixed HEMT 06-4 1 500728119 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500728131 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500728169 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500728170 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500728171 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500728172 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500728173 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500728177 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500728198 Axis Mortgage & Inv., Div. of Biltmore Bank of AZ Fixed HEMT 06-4 1 500728432 Cardinal Financial Company, LP Fixed HEMT 06-4 1 500728437 Professional Mortgage Bankers Corp Fixed HEMT 06-4 1 500728455 Universal Financial Group, Inc. Fixed HEMT 06-4 1 500728466 Universal Financial Group, Inc. Fixed HEMT 06-4 1 500728473 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500728493 Universal Financial Group, Inc. Fixed HEMT 06-4 1 500728515 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500728534 First Mutual Corporation Fixed HEMT 06-4 1 500728541 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500728560 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500728586 Eastern American Mortgage Company Fixed HEMT 06-4 1 500728592 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500728662 Greystone Financial Group Fixed HEMT 06-4 1 500728663 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500728703 Continental Home Loans Inc. Fixed HEMT 06-4 1 500728733 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500728755 Mortgage Master Fixed HEMT 06-4 1 500728850 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500728895 Sun American Mortgage Corp. Fixed HEMT 06-4 1 500728930 SLM Financial Corporation Fixed HEMT 06-4 1 500728932 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500728936 US Mortgage Corp. Fixed HEMT 06-4 1 500728939 Xxxxx Mortgage, Inc. Fixed HEMT 06-4 1 500728941 Suburban Mortgage, Inc. Fixed HEMT 06-4 1 500728942 HomeTown Mortgage Services, Inc. Fixed HEMT 06-4 1 500728959 Residential Home Funding Corp. Fixed HEMT 06-4 1 500729021 Trident Mortgage Company, LP Fixed HEMT 06-4 1 500729025 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500729076 One Source Mortgage Fixed HEMT 06-4 1 500729083 Equity Financial, Inc. Fixed HEMT 06-4 1 500729108 Transcontinental Lending Group Fixed HEMT 06-4 1 500729112 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500729121 SLM Financial Corporation Fixed HEMT 06-4 1 500729139 Infinity Home Mortgage Company, Inc. Fixed HEMT 06-4 1 500729150 Sunbelt Lending Services Fixed HEMT 06-4 1 500729198 One Source Mortgage Fixed HEMT 06-4 1 500729222 Union Federal Savings Bank (RI) Fixed HEMT 06-4 1 500729231 Xxxxxx Mae Home Loans Fixed HEMT 06-4 1 500729244 Axis Mortgage & Inv., Div. of Biltmore Bank of AZ Fixed HEMT 06-4 1 500729282 Concord Mortgage Co. Fixed HEMT 06-4 1 500729293 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500729295 Residential Mortgage Services Fixed HEMT 06-4 1 500729301 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500729305 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500729307 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500729379 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500729432 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500729433 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500729434 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500729436 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500729437 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500729440 MINNESOTA HOME MORTGAGE Fixed HEMT 06-4 1 500729605 Unprime Securities Company LLC Fixed HEMT 06-4 1 500729616 Aurora Financial Group, Inc. Fixed HEMT 06-4 1 500729650 Resource Bank Fixed HEMT 06-4 1 500729684 GMFS, LLC Fixed HEMT 06-4 1 500729726 GMFS, LLC Fixed HEMT 06-4 1 500729736 GMFS, LLC Fixed HEMT 06-4 1 500729791 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500729799 FIRST WEST MORTGAGE BANKERS Fixed HEMT 06-4 1 500729804 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500729812 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500729821 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500729834 First State Mortgage Fixed HEMT 06-4 1 500730008 The Mortgage Outlet Fixed HEMT 06-4 1 500730026 Cherry Creek Mortgage Company, Inc. Fixed HEMT 06-4 1 500730043 Homefield Financial, Inc. Fixed HEMT 06-4 1 500730096 American National Bank Fixed HEMT 06-4 1 500730109 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500730168 Ameritrust Mortgage Bankers, Inc. Fixed HEMT 06-4 1 500730172 Cardinal Financial Company, LP Fixed HEMT 06-4 1 500730215 Transcontinental Lending Group Fixed HEMT 06-4 1 500730229 Amtrust Mortgage Corporation Fixed HEMT 06-4 1 500730265 J&J Mortgage Corporation Fixed HEMT 06-4 1 500730279 REALTY MORTGAGE CORP Fixed HEMT 06-4 1 500730319 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500730379 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500730397 Greystone Financial Group Fixed HEMT 06-4 1 500730409 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500730421 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500730431 Real Estate Mortgage Network Fixed HEMT 06-4 1 500730465 Sun American Mortgage Corp. Fixed HEMT 06-4 1 500730489 Republic Mortgage, LLC Fixed HEMT 06-4 1 500730522 Axis Mortgage & Inv., Div. of Biltmore Bank of AZ Fixed HEMT 06-4 1 500730581 REALTY MORTGAGE CORP Fixed HEMT 06-4 1 500730598 REALTY MORTGAGE CORP Fixed HEMT 06-4 1 500730602 Sea Forth Mortgage Corporation Fixed HEMT 06-4 1 500730702 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500730712 Crescent Mortgage Fixed HEMT 06-4 1 500730713 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500730792 NJ Lenders Corp. Fixed HEMT 06-4 1 500730864 Meridian Residential Capital Fixed HEMT 06-4 1 500730884 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500730904 Xxxxx Mortgage Services, Inc Fixed HEMT 06-4 1 500730944 Unprime Securities Company LLC Fixed HEMT 06-4 1 500730948 Greystone Financial Group Fixed HEMT 06-4 1 500731016 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500731036 American Bank (Rockville, MD) Fixed HEMT 06-4 1 500731039 Residential Home Funding Corp. Fixed HEMT 06-4 1 500731094 Transcontinental Lending Group Fixed HEMT 06-4 1 500731171 REALTY MORTGAGE CORP Fixed HEMT 06-4 1 500731178 Financial Equities Fixed HEMT 06-4 1 500731264 Mortgage One, Inc. Fixed HEMT 06-4 1 500731284 USA Mortgage Bankers of America Fixed HEMT 06-4 1 500731303 Greystone Financial Group Fixed HEMT 06-4 1 500731330 Flick Mortgage Fixed HEMT 06-4 1 500731443 Axis Mortgage & Inv., Div. of Biltmore Bank of AZ Fixed HEMT 06-4 1 500731459 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500731460 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500731461 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500731463 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500731464 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500731465 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500731466 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500731467 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500731469 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500731542 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500731545 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500731596 REALTY MORTGAGE CORP Fixed HEMT 06-4 1 500731719 USB Home Mortgage Fixed HEMT 06-4 1 500731737 Flick Mortgage Fixed HEMT 06-4 1 500731758 Professional Mortgage Bankers Corp Fixed HEMT 06-4 1 500731778 Trident Mortgage Company, LP Fixed HEMT 06-4 1 500731825 Sun American Mortgage Corp. Fixed HEMT 06-4 1 500731844 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500731889 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500731894 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500731933 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500731938 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500731962 Suburban Mortgage, Inc. Fixed HEMT 06-4 1 500731980 Amtrust Mortgage Corporation Fixed HEMT 06-4 1 500731981 United Capital Funding Mortgage Bankers Fixed HEMT 06-4 1 500731982 Suburban Mortgage, Inc. Fixed HEMT 06-4 1 500731984 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500731987 Continental Home Loans Inc. Fixed HEMT 06-4 1 500731988 Unprime Securities Company LLC Fixed HEMT 06-4 1 500732022 Mortgage Planning and Lending Specialists, Ltd. Fixed HEMT 06-4 1 500732032 Premier Financial Services, Inc. Fixed HEMT 06-4 1 500732114 Unprime Securities Company LLC Fixed HEMT 06-4 1 500732137 Moria Development Inc. Fixed HEMT 06-4 1 500732153 1st American Mortgage, Inc Fixed HEMT 06-4 1 500732207 GMFS, LLC Fixed HEMT 06-4 1 500732285 GMFS, LLC Fixed HEMT 06-4 1 500732422 Paramount Financial, Inc. Fixed HEMT 06-4 1 500732442 Suburban Mortgage, Inc. Fixed HEMT 06-4 1 500732447 Sun American Mortgage Corp. Fixed HEMT 06-4 1 500732454 Liberty Financial Group, Inc. Fixed HEMT 06-4 1 500732485 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500732488 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500732497 Homefield Financial, Inc. Fixed HEMT 06-4 1 500732520 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500732649 American Bank (Rockville, MD) Fixed HEMT 06-4 1 500732686 FIRST SECOND MORTGAGE CO. OF NJ Fixed HEMT 06-4 1 500732716 US Mortgage Corp. Fixed HEMT 06-4 1 500732742 1st American Mortgage, Inc Fixed HEMT 06-4 1 500732751 Flick Mortgage Fixed HEMT 06-4 1 500732752 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500732770 Flick Mortgage Fixed HEMT 06-4 1 500732782 Flick Mortgage Fixed HEMT 06-4 1 500732802 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500732844 Ameritrust Mortgage Bankers, Inc. Fixed HEMT 06-4 1 500732871 Trident Mortgage Company, LP Fixed HEMT 06-4 1 500732885 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500732917 Mortgage Capital Acceptance Corp. (MCA) Fixed HEMT 06-4 1 500733099 US Mortgage Corp. Fixed HEMT 06-4 1 500733168 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500733216 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500733258 SLM Financial Corporation Fixed HEMT 06-4 1 500733287 Suburban Mortgage, Inc. Fixed HEMT 06-4 1 500733301 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500733304 Millennia Mortgage Corporation Fixed HEMT 06-4 1 500733373 Axis Mortgage & Inv., Div. of Biltmore Bank of AZ Fixed HEMT 06-4 1 500733394 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500733405 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500733415 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500733588 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500733589 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500733590 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500733591 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500733593 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500733594 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500733595 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500733596 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500733597 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500733664 Capital Pacific Mortgage Company, Inc. Fixed HEMT 06-4 1 500733710 Unprime Securities Company LLC Fixed HEMT 06-4 1 500733755 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500733760 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500733792 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500733819 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500733822 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500733842 Meridian Residential Capital Fixed HEMT 06-4 1 500733914 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500733987 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500734047 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500734090 Trident Mortgage Company, LP Fixed HEMT 06-4 1 500734154 Suburban Mortgage, Inc. Fixed HEMT 06-4 1 500734174 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500734199 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500734267 Trident Mortgage Company, LP Fixed HEMT 06-4 1 500734294 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500734297 Cherry Creek Mortgage Company, Inc. Fixed HEMT 06-4 1 500734354 Xxxxxx Xxx Home Loans Fixed HEMT 06-4 1 500734360 Republic Mortgage, LLC Fixed HEMT 06-4 1 500734361 Cherry Creek Mortgage Company, Inc. Fixed HEMT 06-4 1 500734376 Meridian Residential Capital Fixed HEMT 06-4 1 500734387 Cherry Creek Mortgage Company, Inc. Fixed HEMT 06-4 1 500734415 Suburban Mortgage, Inc. Fixed HEMT 06-4 1 500734417 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500734449 FIRST WEST MORTGAGE BANKERS Fixed HEMT 06-4 1 500734451 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500734460 Cornerstone Mortgage Company Fixed HEMT 06-4 1 500734469 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500734504 Moria Development Inc. Fixed HEMT 06-4 1 500734516 REALTY MORTGAGE CORP Fixed HEMT 06-4 1 500734539 Cherry Creek Mortgage Company, Inc. Fixed HEMT 06-4 1 500734540 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500734545 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500734584 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500734592 Axis Mortgage & Inv., Div. of Biltmore Bank of AZ Fixed HEMT 06-4 1 500734594 Axis Mortgage & Inv., Div. of Biltmore Bank of AZ Fixed HEMT 06-4 1 500734602 USB Home Mortgage Fixed HEMT 06-4 1 500734606 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500734753 One Source Mortgage Fixed HEMT 06-4 1 500734788 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500734797 HomeTown Mortgage Services, Inc. Fixed HEMT 06-4 1 500734841 FIRST WEST MORTGAGE BANKERS Fixed HEMT 06-4 1 500734947 Allied Mortgage Group, Inc. Fixed HEMT 06-4 1 500734957 Unprime Securities Company LLC Fixed HEMT 06-4 1 500735001 Flick Mortgage Fixed HEMT 06-4 1 500735013 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500735228 First State Mortgage Fixed HEMT 06-4 1 500735546 Mortgage One, Inc. Fixed HEMT 06-4 1 500735623 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500735627 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500735628 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500735704 Allied Mortgage Group, Inc. Fixed HEMT 06-4 1 500735756 Homefield Financial, Inc. Fixed HEMT 06-4 1 500735784 Concord Mortgage Co. Fixed HEMT 06-4 1 500735993 Suburban Mortgage, Inc. Fixed HEMT 06-4 1 500736004 Cardinal Financial Company, LP Fixed HEMT 06-4 1 500736051 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500736059 True Lending Company, LLC Fixed HEMT 06-4 1 500736073 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500736171 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500736504 Resource Bank Fixed HEMT 06-4 1 500736592 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500736600 Mirad Financial Group Fixed HEMT 06-4 1 500736627 Professional Mortgage Bankers Corp Fixed HEMT 06-4 1 500736687 Preferred Financial Group, Inc. Fixed HEMT 06-4 1 500736697 Ameritrust Mortgage Bankers, Inc. Fixed HEMT 06-4 1 500736707 SLM Financial Corporation Fixed HEMT 06-4 1 500736726 GOLDEN EMPIRE MORTGAGE INC. Fixed HEMT 06-4 1 500736735 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500736737 Ameritrust Mortgage Bankers, Inc. Fixed HEMT 06-4 1 500736743 True Lending Company, LLC Fixed HEMT 06-4 1 500736777 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500736850 US Mortgage Corp. Fixed HEMT 06-4 1 500736858 REALTY MORTGAGE CORP Fixed HEMT 06-4 1 500736874 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500736917 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500736919 Meridian Residential Capital Fixed HEMT 06-4 1 500736997 Equity Financial, Inc. Fixed HEMT 06-4 1 500737045 Professional Mortgage Bankers Corp Fixed HEMT 06-4 1 500737100 Baytree Lending Fixed HEMT 06-4 1 500737138 Meridian Residential Capital Fixed HEMT 06-4 1 500737152 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500737163 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500737170 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500737176 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500737190 Texas Capital Bank N.A Fixed HEMT 06-4 1 500737196 Axis Mortgage & Inv., Div. of Biltmore Bank of AZ Fixed HEMT 06-4 1 500737273 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500737312 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500737314 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500737319 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500737321 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500737322 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500737325 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500737326 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500737328 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500737329 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500737331 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500737333 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500737334 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500737335 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500737336 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500737406 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500737478 Republic Mortgage, LLC Fixed HEMT 06-4 1 500737486 Mortgage Planning and Lending Specialists, Ltd. Fixed HEMT 06-4 1 500737557 Cherry Creek Mortgage Company, Inc. Fixed HEMT 06-4 1 500737559 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500737682 Bay Capital Corporation Fixed HEMT 06-4 1 500737723 Amtrust Mortgage Corporation Fixed HEMT 06-4 1 500737725 Custom Home Loans Fixed HEMT 06-4 1 500737739 Custom Home Loans Fixed HEMT 06-4 1 500737768 Baytree Lending Fixed HEMT 06-4 1 500737770 Republic Mortgage, LLC Fixed HEMT 06-4 1 500737840 Universal Financial Group, Inc. Fixed HEMT 06-4 1 500737847 Axis Mortgage & Inv., Div. of Biltmore Bank of AZ Fixed HEMT 06-4 1 500737951 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation Fixed HEMT 06-4 1 500738076 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500738077 Residential Mortgage Services Fixed HEMT 06-4 1 500738078 Security Mortgage Corporation Fixed HEMT 06-4 1 500738095 Capital Pacific Mortgage Company, Inc. Fixed HEMT 06-4 1 500738096 Greystone Financial Group Fixed HEMT 06-4 1 500738132 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500738133 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500738135 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500738136 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500738137 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500738150 United Capital Funding Mortgage Bankers Fixed HEMT 06-4 1 500738194 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500738403 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500738456 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500739084 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500739248 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500739325 Allied Mortgage Group, Inc. Fixed HEMT 06-4 1 500739331 Eastern American Mortgage Company Fixed HEMT 06-4 1 500739334 Premier Financial Services, Inc. Fixed HEMT 06-4 1 500739401 HomeTown Mortgage Services, Inc. Fixed HEMT 06-4 1 500739932 Atlantic Home Lending, Inc Fixed HEMT 06-4 1 500739964 Xxxxx Mortgage, Inc. Fixed HEMT 06-4 1 500739965 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500739969 United Northern Mortgage Bankers, LTD Fixed HEMT 06-4 1 500740004 Greystone Financial Group Fixed HEMT 06-4 1 500740009 Cherry Creek Mortgage Company, Inc. Fixed HEMT 06-4 1 500740054 Homefield Financial, Inc. Fixed HEMT 06-4 1 500740075 Xxxxx Mortgage, Inc. Fixed HEMT 06-4 1 500740209 American Home Loans Fixed HEMT 06-4 1 500740253 Axis Mortgage & Inv., Div. of Biltmore Bank of AZ Fixed HEMT 06-4 1 500740275 GOLDEN EMPIRE MORTGAGE INC. Fixed HEMT 06-4 1 500740297 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500740300 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500740305 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500740321 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500740322 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500740323 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500740324 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500740325 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500740326 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500740327 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500740328 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500740329 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500740345 REALTY MORTGAGE CORP Fixed HEMT 06-4 1 500740350 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500740361 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500740422 US Mortgage Corp. Fixed HEMT 06-4 1 500740525 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500740553 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500740578 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500740649 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500740650 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500740655 MINNESOTA HOME MORTGAGE Fixed HEMT 06-4 1 500740671 PHM Financial Inc. Fixed HEMT 06-4 1 500740707 Mortgage One, Inc. Fixed HEMT 06-4 1 500740730 Xxxxxx Financial Group Inc. Fixed HEMT 06-4 1 500740745 Professional Mortgage Bankers Corp Fixed HEMT 06-4 1 500740931 J&J Mortgage Corporation Fixed HEMT 06-4 1 500741009 Dynamax Mortgage Inc Fixed HEMT 06-4 1 500741105 Xxxxx Mortgage, Inc. Fixed HEMT 06-4 1 500741127 Moria Development Inc. Fixed HEMT 06-4 1 500741153 Axis Mortgage & Inv., Div. of Biltmore Bank of AZ Fixed HEMT 06-4 1 500741171 Moria Development Inc. Fixed HEMT 06-4 1 500741208 Millennium Bank, N.A. Fixed HEMT 06-4 1 500741226 Concord Mortgage Co. Fixed HEMT 06-4 1 500741228 MINNESOTA HOME MORTGAGE Fixed HEMT 06-4 1 500741239 Suburban Mortgage, Inc. Fixed HEMT 06-4 1 500741246 Moria Development Inc. Fixed HEMT 06-4 1 500741286 Unprime Securities Company LLC Fixed HEMT 06-4 1 500741317 Universal Financial Group, Inc. Fixed HEMT 06-4 1 500741442 Cherry Creek Mortgage Company, Inc. Fixed HEMT 06-4 1 500741488 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500741504 Community First Bank Fixed HEMT 06-4 1 500741519 Community First Bank Fixed HEMT 06-4 1 500741531 Texas Capital Bank N.A Fixed HEMT 06-4 1 500741551 Republic Mortgage, LLC Fixed HEMT 06-4 1 500741576 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500741642 Flick Mortgage Fixed HEMT 06-4 1 500741679 Unprime Securities Company LLC Fixed HEMT 06-4 1 500741744 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500741758 Xxxxxx Xxx Home Loans Fixed HEMT 06-4 1 500741842 Moria Development Inc. Fixed HEMT 06-4 1 500741862 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500741863 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500741864 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500741865 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500741866 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500741897 Mirad Financial Group Fixed HEMT 06-4 1 500741966 US Mortgage Corp. Fixed HEMT 06-4 1 500741977 Xxxxx Mortgage Services, Inc Fixed HEMT 06-4 1 500741995 Resource Bank Fixed HEMT 06-4 1 500742053 American Financial Resources Inc Fixed HEMT 06-4 1 500742060 Xxxxxx Xxx Home Loans Fixed HEMT 06-4 1 500742063 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation Fixed HEMT 06-4 1 500742125 Paramount Financial, Inc. Fixed HEMT 06-4 1 500742133 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation Fixed HEMT 06-4 1 500742159 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation Fixed HEMT 06-4 1 500742197 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation Fixed HEMT 06-4 1 500742212 Xxxxx Mortgage, Inc. Fixed HEMT 06-4 1 500742217 Paramount Financial, Inc. Fixed HEMT 06-4 1 500742219 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation Fixed HEMT 06-4 1 500742226 USB Home Mortgage Fixed HEMT 06-4 1 500742248 J&J Mortgage Corporation Fixed HEMT 06-4 1 500742252 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation Fixed HEMT 06-4 1 500742286 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500742295 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500742303 Preferred Financial Group, Inc. Fixed HEMT 06-4 1 500742304 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500742318 J&J Mortgage Corporation Fixed HEMT 06-4 1 500742345 Millennia Mortgage Corporation Fixed HEMT 06-4 1 500742353 Frontier Investment Company dba Rainland Mtge Co. Fixed HEMT 06-4 1 500742402 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500742615 Universal Financial Group, Inc. Fixed HEMT 06-4 1 500742616 Moria Development Inc. Fixed HEMT 06-4 1 500742625 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500742626 Republic Mortgage, LLC Fixed HEMT 06-4 1 500743027 FIRST SECOND MORTGAGE CO. OF NJ Fixed HEMT 06-4 1 500743051 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500743059 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500743096 Eagle Home Mortgage, Inc. Fixed HEMT 06-4 1 500743104 Professional Mortgage Bankers Corp Fixed HEMT 06-4 1 500743157 Universal Financial Group, Inc. Fixed HEMT 06-4 1 500743164 Saxon Equity Mortgage Bankers Ltd. Fixed HEMT 06-4 1 500743167 Axis Mortgage & Inv., Div. of Biltmore Bank of AZ Fixed HEMT 06-4 1 500743189 FIRST SECOND MORTGAGE CO. OF NJ Fixed HEMT 06-4 1 500743215 Preferred Financial Group, Inc. Fixed HEMT 06-4 1 500743221 Homefield Financial, Inc. Fixed HEMT 06-4 1 500743526 Transcontinental Lending Group Fixed HEMT 06-4 1 500743777 Xxxxx Mortgage, Inc. Fixed HEMT 06-4 1 500743792 Xxxxx Mortgage, Inc. Fixed HEMT 06-4 1 500744025 American Bank (Rockville, MD) Fixed HEMT 06-4 1 500744265 Crescent Mortgage Fixed HEMT 06-4 1 500744287 Real Estate Mortgage Network Fixed HEMT 06-4 1 500744300 Xxxxxx Financial Group Inc. Fixed HEMT 06-4 1 500744301 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500744310 Credit Northeast Inc Fixed HEMT 06-4 1 500744336 US Mortgage Corp. Fixed HEMT 06-4 1 500744342 Republic Mortgage, LLC Fixed HEMT 06-4 1 500744369 Residential Mortgage Services Fixed HEMT 06-4 1 500744372 Sunbelt Lending Services Fixed HEMT 06-4 1 500744379 Texas Capital Bank N.A Fixed HEMT 06-4 1 500744404 Cherry Creek Mortgage Company, Inc. Fixed HEMT 06-4 1 500744410 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500744459 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500744478 Mortgage Loan Specialists Fixed HEMT 06-4 1 500744480 Cornerstone Mortgage Company Fixed HEMT 06-4 1 500744482 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500744483 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500744486 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500744487 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500744488 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500744489 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500744491 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500744492 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500744493 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500744534 USB Home Mortgage Fixed HEMT 06-4 1 500744545 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500744582 Preferred Financial Group, Inc. Fixed HEMT 06-4 1 500744613 Security Mortgage Corporation Fixed HEMT 06-4 1 500744631 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500744649 Xxxxx Mortgage, Inc. Fixed HEMT 06-4 1 500744678 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500744714 Metrocities Mortgage Corp., LLC Fixed HEMT 06-4 1 500744730 Mortgage One, Inc. Fixed HEMT 06-4 1 500744833 Sunbelt Lending Services Fixed HEMT 06-4 1 500744936 MINNESOTA HOME MORTGAGE Fixed HEMT 06-4 1 500744947 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500744956 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500744969 Cherry Creek Mortgage Company, Inc. Fixed HEMT 06-4 1 500744985 Millennia Mortgage Corporation Fixed HEMT 06-4 1 500744989 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500744995 Axis Mortgage & Inv., Div. of Biltmore Bank of AZ Fixed HEMT 06-4 1 500744997 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500745003 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500745006 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500745010 Meridian Residential Capital Fixed HEMT 06-4 1 500745033 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500745040 Concord Mortgage Co. Fixed HEMT 06-4 1 500745048 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500745177 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500745214 Allied Mortgage Group, Inc. Fixed HEMT 06-4 1 500745242 Union Federal Savings Bank (RI) Fixed HEMT 06-4 1 500745251 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500745256 Xxxxxx Xxx Home Loans Fixed HEMT 06-4 1 500745296 Continental Home Loans Inc. Fixed HEMT 06-4 1 500745306 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500745312 First State Mortgage Fixed HEMT 06-4 1 500745377 Sea Forth Mortgage Corporation Fixed HEMT 06-4 1 500745400 Security Mortgage Corporation Fixed HEMT 06-4 1 500745412 Greystone Financial Group Fixed HEMT 06-4 1 500745422 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500745470 Premier Financial Services, Inc. Fixed HEMT 06-4 1 500745569 US Mortgage Corp. Fixed HEMT 06-4 1 500745646 Mortgage Loan Specialists Fixed HEMT 06-4 1 500745804 Concord Mortgage Co. Fixed HEMT 06-4 1 500745814 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500745818 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500745823 Cherry Creek Mortgage Company, Inc. Fixed HEMT 06-4 1 500745826 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500745848 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500745849 Premier Financial Services, Inc. Fixed HEMT 06-4 1 500745850 Ascent Home Loans Fixed HEMT 06-4 1 500745851 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500745853 Real Estate Mortgage Network Fixed HEMT 06-4 1 500745859 NJ Lenders Corp. Fixed HEMT 06-4 1 500745862 CityMutual Financial Fixed HEMT 06-4 1 500745878 Xxxxxxx Mortgage, LLC Fixed HEMT 06-4 1 500745957 Mortgage Loan Specialists Fixed HEMT 06-4 1 500745966 United Capital Funding Mortgage Bankers Fixed HEMT 06-4 1 500745968 Mortgage Loan Specialists Fixed HEMT 06-4 1 500746004 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500746007 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500746008 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500746010 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500746011 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500746013 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500746014 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500746015 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500746017 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500746018 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500746019 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500746020 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500746021 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500746134 First State Mortgage Fixed HEMT 06-4 1 500746144 First State Mortgage Fixed HEMT 06-4 1 500746196 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500746215 Benchmark Mortgage, Inc. Fixed HEMT 06-4 1 500746255 1st American Mortgage, Inc Fixed HEMT 06-4 1 500746298 Mortgage Loan Specialists Fixed HEMT 06-4 1 500746331 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500746341 Moria Development Inc. Fixed HEMT 06-4 1 500746348 Trident Mortgage Company, LP Fixed HEMT 06-4 1 500746349 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500746352 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500746353 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500746409 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation Fixed HEMT 06-4 1 500746419 Greystone Financial Group Fixed HEMT 06-4 1 500746430 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation Fixed HEMT 06-4 1 500746449 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation Fixed HEMT 06-4 1 500746456 Cherry Creek Mortgage Company, Inc. Fixed HEMT 06-4 1 500746468 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation Fixed HEMT 06-4 1 500746486 USB Home Mortgage Fixed HEMT 06-4 1 500746499 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation Fixed HEMT 06-4 1 500746514 Allied Mortgage Group, Inc. Fixed HEMT 06-4 1 500746550 Moria Development Inc. Fixed HEMT 06-4 1 500746612 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation Fixed HEMT 06-4 1 500746740 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation Fixed HEMT 06-4 1 500746803 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500746878 Residential Mortgage Services Fixed HEMT 06-4 1 500746890 Preferred Financial Group, Inc. Fixed HEMT 06-4 1 500746922 Premier Financial Services, Inc. Fixed HEMT 06-4 1 500746931 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500746942 Moria Development Inc. Fixed HEMT 06-4 1 500746949 J&J Mortgage Corporation Fixed HEMT 06-4 1 500746956 Xxxxx Mortgage, Inc. Fixed HEMT 06-4 1 500746969 GOLDEN EMPIRE MORTGAGE INC. Fixed HEMT 06-4 1 500746976 Republic Mortgage, LLC Fixed HEMT 06-4 1 500746980 J&J Mortgage Corporation Fixed HEMT 06-4 1 500747159 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500747169 Financial Equities Fixed HEMT 06-4 1 500747199 Financial Equities Fixed HEMT 06-4 1 500747263 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500747268 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500747273 Continental Home Loans Inc. Fixed HEMT 06-4 1 500747309 Cornerstone Mortgage Company Fixed HEMT 06-4 1 500747317 Professional Mortgage Bankers Corp Fixed HEMT 06-4 1 500747363 HomeTown Mortgage Services, Inc. Fixed HEMT 06-4 1 500747374 Xxxxxxxx Mortgage Company Fixed HEMT 06-4 1 500747384 HomeTown Mortgage Services, Inc. Fixed HEMT 06-4 1 500747513 Cherry Creek Mortgage Company, Inc. Fixed HEMT 06-4 1 500747517 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500747564 Aurora Financial Group, Inc. Fixed HEMT 06-4 1 500747565 Preferred Financial Group, Inc. Fixed HEMT 06-4 1 500747585 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500747644 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500747655 Axis Mortgage & Inv., Div. of Biltmore Bank of AZ Fixed HEMT 06-4 1 500747663 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500747667 REALTY MORTGAGE CORP Fixed HEMT 06-4 1 500747714 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500747724 Security Mortgage Corporation Fixed HEMT 06-4 1 500747729 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500747733 Texas Capital Bank N.A Fixed HEMT 06-4 1 500747846 Security Mortgage Corporation Fixed HEMT 06-4 1 500747880 American Partners Bank Fixed HEMT 06-4 1 500747884 Protofund Mortgage Corporation Fixed HEMT 06-4 1 500747898 Greystone Financial Group Fixed HEMT 06-4 1 500747899 Mirad Financial Group Fixed HEMT 06-4 1 500747915 Xxxxx Mortgage, Inc. Fixed HEMT 06-4 1 500747922 Homefield Financial, Inc. Fixed HEMT 06-4 1 500748089 US Mortgage Corp. Fixed HEMT 06-4 1 500748177 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500748207 NJ Lenders Corp. Fixed HEMT 06-4 1 500748209 Paramount Financial, Inc. Fixed HEMT 06-4 1 500748232 Protofund Mortgage Corporation Fixed HEMT 06-4 1 500748267 Eastern American Mortgage Company Fixed HEMT 06-4 1 500748285 NJ Lenders Corp. Fixed HEMT 06-4 1 500748291 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation Fixed HEMT 06-4 1 500748344 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500748356 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500748395 Republic Mortgage, LLC Fixed HEMT 06-4 1 500748429 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500748430 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500748433 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500748434 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500748435 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500748440 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500748442 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500748443 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500748444 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500748445 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500748446 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500748447 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500748449 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500748477 J&J Mortgage Corporation Fixed HEMT 06-4 1 500748479 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500748518 Homefield Financial, Inc. Fixed HEMT 06-4 1 500748529 1st American Mortgage, Inc Fixed HEMT 06-4 1 500748556 Continental Home Loans Inc. Fixed HEMT 06-4 1 500748583 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500748629 Liberty Financial Group, Inc. Fixed HEMT 06-4 1 500748636 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation Fixed HEMT 06-4 1 500748647 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation Fixed HEMT 06-4 1 500748677 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation Fixed HEMT 06-4 1 500748708 Sea Forth Mortgage Corporation Fixed HEMT 06-4 1 500748742 Xxxxx Mortgage, Inc. Fixed HEMT 06-4 1 500748759 Axis Mortgage & Inv., Div. of Biltmore Bank of AZ Fixed HEMT 06-4 1 500748761 Real Estate Mortgage Network Fixed HEMT 06-4 1 500748786 REALTY MORTGAGE CORP Fixed HEMT 06-4 1 500748804 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500748810 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500748824 Texas Capital Bank N.A Fixed HEMT 06-4 1 500748845 Cherry Creek Mortgage Company, Inc. Fixed HEMT 06-4 1 500748873 Homefield Financial, Inc. Fixed HEMT 06-4 1 500748905 Homefield Financial, Inc. Fixed HEMT 06-4 1 500749043 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500749117 United Capital Funding Mortgage Bankers Fixed HEMT 06-4 1 500749125 American Bancshares Mortgage Corporation Fixed HEMT 06-4 1 500749139 Baytree Lending Fixed HEMT 06-4 1 500749140 American Bank (Rockville, MD) Fixed HEMT 06-4 1 500749170 American National Bank Fixed HEMT 06-4 1 500749347 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500749350 Protofund Mortgage Corporation Fixed HEMT 06-4 1 500749365 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500749425 Sunbelt Lending Services Fixed HEMT 06-4 1 500749451 Meridian Residential Capital Fixed HEMT 06-4 1 500749476 Xxxxx Mortgage Services, Inc Fixed HEMT 06-4 1 500749507 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500749529 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500749557 Mortgage Loan Specialists Fixed HEMT 06-4 1 500749562 Sunbelt Lending Services Fixed HEMT 06-4 1 500749589 Mortgage One, Inc. Fixed HEMT 06-4 1 500749626 Xxxxx Mortgage, Inc. Fixed HEMT 06-4 1 500749771 J&J Mortgage Corporation Fixed HEMT 06-4 1 500749780 MINNESOTA HOME MORTGAGE Fixed HEMT 06-4 1 500749826 Residential Mortgage Services Fixed HEMT 06-4 1 500750043 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation Fixed HEMT 06-4 1 500750062 Cornerstone Mortgage Company Fixed HEMT 06-4 1 500750075 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation Fixed HEMT 06-4 1 500750085 Republic Mortgage, LLC Fixed HEMT 06-4 1 500750142 American Bank (Rockville, MD) Fixed HEMT 06-4 1 500750164 Equity Financial, Inc. Fixed HEMT 06-4 1 500750204 Cherry Creek Mortgage Company, Inc. Fixed HEMT 06-4 1 500750208 Homefield Financial, Inc. Fixed HEMT 06-4 1 500750245 Ameritrust Mortgage Bankers, Inc. Fixed HEMT 06-4 1 500750247 Meridian Residential Capital Fixed HEMT 06-4 1 500750260 Meridian Residential Capital Fixed HEMT 06-4 1 500750270 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500750277 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500750349 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500750361 REALTY MORTGAGE CORP Fixed HEMT 06-4 1 500750380 Protofund Mortgage Corporation Fixed HEMT 06-4 1 500750381 Universal Financial Group, Inc. Fixed HEMT 06-4 1 500750394 Trident Mortgage Company, LP Fixed HEMT 06-4 1 500750423 American Partners Bank Fixed HEMT 06-4 1 500750435 United Northern Mortgage Bankers, LTD Fixed HEMT 06-4 1 500750481 Republic Mortgage, LLC Fixed HEMT 06-4 1 500750616 Unprime Securities Company LLC Fixed HEMT 06-4 1 500750618 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500750652 United Capital Funding Mortgage Bankers Fixed HEMT 06-4 1 500750658 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500750660 Allied Mortgage Group, Inc. Fixed HEMT 06-4 1 500750763 Sun American Mortgage Corp. Fixed HEMT 06-4 1 500750784 Homefield Financial, Inc. Fixed HEMT 06-4 1 500750816 Millennia Mortgage Corporation Fixed HEMT 06-4 1 500750822 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500750841 Delta Home Loans, Inc. Fixed HEMT 06-4 1 500750866 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500750967 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500750968 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500750970 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500750971 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500750972 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500750973 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500750975 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500750977 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500750979 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500750980 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500751150 Mortgage Master Fixed HEMT 06-4 1 500751162 US Mortgage Corp. Fixed HEMT 06-4 1 500751176 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500751204 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500751307 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500751375 Mirad Financial Group Fixed HEMT 06-4 1 500751410 Homefield Financial, Inc. Fixed HEMT 06-4 1 500751553 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500751556 Suburban Mortgage, Inc. Fixed HEMT 06-4 1 500751572 J&J Mortgage Corporation Fixed HEMT 06-4 1 500751581 Paramount Financial, Inc. Fixed HEMT 06-4 1 500751586 Cherry Creek Mortgage Company, Inc. Fixed HEMT 06-4 1 500751603 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500751610 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500751726 Eastern American Mortgage Company Fixed HEMT 06-4 1 500751753 Aurora Financial Group, Inc. Fixed HEMT 06-4 1 500751756 Professional Mortgage Bankers Corp Fixed HEMT 06-4 1 500751810 Xxxxx Mortgage, Inc. Fixed HEMT 06-4 1 500751829 Preferred Financial Group, Inc. Fixed HEMT 06-4 1 500751903 Sunbelt Lending Services Fixed HEMT 06-4 1 500751999 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500752061 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500752066 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500752078 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500752113 Meridian Residential Capital Fixed HEMT 06-4 1 500752114 Axis Mortgage & Inv., Div. of Biltmore Bank of AZ Fixed HEMT 06-4 1 500752143 Santa Xxxx Mortgage Company Fixed HEMT 06-4 1 500752168 Unprime Securities Company LLC Fixed HEMT 06-4 1 500752214 Unprime Securities Company LLC Fixed HEMT 06-4 1 500752269 US Mortgage Corp. Fixed HEMT 06-4 1 500752321 Mortgage Master Fixed HEMT 06-4 1 500752427 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500752461 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500752482 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500752535 Allied Mortgage Group, Inc. Fixed HEMT 06-4 1 500752564 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500752682 Resource Bank Fixed HEMT 06-4 1 500752793 Continental Home Loans Inc. Fixed HEMT 06-4 1 500752853 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500752945 American National Bank Fixed HEMT 06-4 1 500753001 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500753005 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500753010 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500753015 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500753052 Cherry Creek Mortgage Company, Inc. Fixed HEMT 06-4 1 500753271 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500753272 Xxxxxx Xxx Home Loans Fixed HEMT 06-4 1 500753304 Greystone Financial Group Fixed HEMT 06-4 1 500753310 Trident Mortgage Company, LP Fixed HEMT 06-4 1 500753331 Ameritrust Mortgage Bankers, Inc. Fixed HEMT 06-4 1 500753337 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500753342 Eastern American Mortgage Company Fixed HEMT 06-4 1 500753370 Cherry Creek Mortgage Company, Inc. Fixed HEMT 06-4 1 500753384 Suburban Mortgage, Inc. Fixed HEMT 06-4 1 500753424 Xxxxxxxx Financial Services, Inc. Fixed HEMT 06-4 1 500753477 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500753492 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500753513 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500753553 One Source Mortgage Fixed HEMT 06-4 1 500754023 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500754027 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500754028 Mortgage Loan Specialists Fixed HEMT 06-4 1 500754037 Response Mortgage Services, Inc. Fixed HEMT 06-4 1 500754245 US Mortgage Corp. Fixed HEMT 06-4 1 500754313 Meridian Residential Capital Fixed HEMT 06-4 1 500754317 Eastern American Mortgage Company Fixed HEMT 06-4 1 500754349 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500754407 Financial Equities Fixed HEMT 06-4 1 500754520 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500754538 Flick Mortgage Fixed HEMT 06-4 1 500754561 REALTY MORTGAGE CORP Fixed HEMT 06-4 1 500754588 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500754590 Cornerstone Mortgage Company Fixed HEMT 06-4 1 500754639 Paramount Financial, Inc. Fixed HEMT 06-4 1 500754709 Universal Financial Group, Inc. Fixed HEMT 06-4 1 500754727 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500754800 Universal Financial Group, Inc. Fixed HEMT 06-4 1 500754817 Professional Mortgage Bankers Corp Fixed HEMT 06-4 1 500754839 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500754879 American Partners Bank Fixed HEMT 06-4 1 500754884 Eastern American Mortgage Company Fixed HEMT 06-4 1 500754908 Professional Mortgage Bankers Corp Fixed HEMT 06-4 1 500754929 Security Mortgage Corporation Fixed HEMT 06-4 1 500754934 Professional Mortgage Bankers Corp Fixed HEMT 06-4 1 500754936 American National Bank Fixed HEMT 06-4 1 500754954 Professional Mortgage Bankers Corp Fixed HEMT 06-4 1 500754981 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500755131 Preferred Financial Group, Inc. Fixed HEMT 06-4 1 500755239 American Lending Group, Inc Fixed HEMT 06-4 1 500755261 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500755262 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500755265 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500755268 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500755269 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500755273 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500755274 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500755277 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500755308 REALTY MORTGAGE CORP Fixed HEMT 06-4 1 500755381 US Mortgage Corp. Fixed HEMT 06-4 1 500755423 Moria Development Inc. Fixed HEMT 06-4 1 500755434 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500755462 Eastern American Mortgage Company Fixed HEMT 06-4 1 500755694 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500755704 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500755756 Ameritrust Mortgage Bankers, Inc. Fixed HEMT 06-4 1 500755772 Sea Forth Mortgage Corporation Fixed HEMT 06-4 1 500755787 American Bank (Rockville, MD) Fixed HEMT 06-4 1 500755891 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500755894 Crescent Mortgage Fixed HEMT 06-4 1 500755900 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500755967 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500756043 Unprime Securities Company LLC Fixed HEMT 06-4 1 500756102 Trident Mortgage Company, LP Fixed HEMT 06-4 1 500756191 J&J Mortgage Corporation Fixed HEMT 06-4 1 500756299 Xxxxxx Financial Group Inc. Fixed HEMT 06-4 1 500756302 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500756330 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500756339 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500756567 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500756765 Homefield Financial, Inc. Fixed HEMT 06-4 1 500756874 Xxxxxxx Financial Services, Inc. Fixed HEMT 06-4 1 500757115 Preferred Financial Group, Inc. Fixed HEMT 06-4 1 500757265 J&J Mortgage Corporation Fixed HEMT 06-4 1 500757490 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500757498 Meridian Residential Capital Fixed HEMT 06-4 1 500757510 Santa Xxxx Mortgage Company Fixed HEMT 06-4 1 500757596 American General Mortgage Corporation Fixed HEMT 06-4 1 500757714 Baytree Lending Fixed HEMT 06-4 1 500757865 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500757881 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500758014 NJ Lenders Corp. Fixed HEMT 06-4 1 500758068 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500758069 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500758071 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500758072 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500758074 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500758076 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500758078 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500758079 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500758080 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500758081 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500758083 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500758084 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500758179 US Mortgage Corp. Fixed HEMT 06-4 1 500758190 Family Lending Services, Inc. Fixed HEMT 06-4 1 500758193 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500758237 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500758239 Ameritrust Mortgage Bankers, Inc. Fixed HEMT 06-4 1 500758245 American Bank (Rockville, MD) Fixed HEMT 06-4 1 500758495 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500758643 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500758663 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation Fixed HEMT 06-4 1 500758776 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500758844 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500758909 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500758998 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500759267 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500759311 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500759397 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500759695 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500759702 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500759865 GOLDEN EMPIRE MORTGAGE INC. Fixed HEMT 06-4 1 500759897 Unprime Securities Company LLC Fixed HEMT 06-4 1 500759924 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500759963 Millennium Bank, N.A. Fixed HEMT 06-4 1 500760003 Suburban Mortgage, Inc. Fixed HEMT 06-4 1 500760018 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500760209 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500760225 Aurora Financial Group, Inc. Fixed HEMT 06-4 1 500760394 SLM Financial Corporation Fixed HEMT 06-4 1 500760447 Axis Mortgage & Inv., Div. of Biltmore Bank of AZ Fixed HEMT 06-4 1 500760604 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500760645 Resource Bank Fixed HEMT 06-4 1 500760683 Sea Breeze Financial Services Fixed HEMT 06-4 1 500760738 REALTY MORTGAGE CORP Fixed HEMT 06-4 1 500760755 Trident Mortgage Company, LP Fixed HEMT 06-4 1 500760756 Financial Equities Fixed HEMT 06-4 1 500760772 J&J Mortgage Corporation Fixed HEMT 06-4 1 500760775 Financial Equities Fixed HEMT 06-4 1 500761061 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500761118 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500761330 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500761368 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500761382 American Partners Bank Fixed HEMT 06-4 1 500761496 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500761638 American National Bank Fixed HEMT 06-4 1 500761641 Homefield Financial, Inc. Fixed HEMT 06-4 1 500761715 Homefield Financial, Inc. Fixed HEMT 06-4 1 500761785 Allied Mortgage Group, Inc. Fixed HEMT 06-4 1 500761804 Crescent Mortgage Fixed HEMT 06-4 1 500761833 Flick Mortgage Fixed HEMT 06-4 1 500761838 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500761874 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500761928 Cardinal Financial Company, LP Fixed HEMT 06-4 1 500761936 Security Atlantic Mortgage Co Inc Fixed HEMT 06-4 1 500761957 Flick Mortgage Fixed HEMT 06-4 1 500761960 Mortgage One, Inc. Fixed HEMT 06-4 1 500762035 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500762109 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500762377 Resource Bank Fixed HEMT 06-4 1 500762400 BrooksAmerica Mortgage Corporation Fixed HEMT 06-4 1 500762516 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500762710 Concord Mortgage Co. Fixed HEMT 06-4 1 500762831 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500762847 Continental Home Loans Inc. Fixed HEMT 06-4 1 500762916 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500762924 J&J Mortgage Corporation Fixed HEMT 06-4 1 500763003 American Bank (Rockville, MD) Fixed HEMT 06-4 1 500763098 Amtrust Mortgage Corporation Fixed HEMT 06-4 1 500763235 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500763265 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500763307 Homefield Financial, Inc. Fixed HEMT 06-4 1 500763443 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500763497 Continental Home Loans Inc. Fixed HEMT 06-4 1 500763575 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500763625 REALTY MORTGAGE CORP Fixed HEMT 06-4 1 500763648 Moria Development Inc. Fixed HEMT 06-4 1 500763654 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500763658 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500763790 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500763879 Continental Home Loans Inc. Fixed HEMT 06-4 1 500763985 Trident Mortgage Company, LP Fixed HEMT 06-4 1 500764068 Financial Equities Fixed HEMT 06-4 1 500764340 Universal Financial Group, Inc. Fixed HEMT 06-4 1 500764363 Universal Financial Group, Inc. Fixed HEMT 06-4 1 500764434 United Financial Mortgage Corporation Fixed HEMT 06-4 1 500764609 One Source Mortgage Fixed HEMT 06-4 1 500764959 MINNESOTA HOME MORTGAGE Fixed HEMT 06-4 1 500765090 Continental Home Loans Inc. Fixed HEMT 06-4 1 500765445 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500765785 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500766010 American Bank (Rockville, MD) Fixed HEMT 06-4 1 500766093 USA Mortgage Bankers of America Fixed HEMT 06-4 1 500766109 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500766730 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500766853 Ameritrust Mortgage Bankers, Inc. Fixed HEMT 06-4 1 500766925 American Bank (Rockville, MD) Fixed HEMT 06-4 1 500767328 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500767371 Millennium Bank, N.A. Fixed HEMT 06-4 1 500767396 Trident Mortgage Company, LP Fixed HEMT 06-4 1 500767463 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500767501 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500767824 Diversified Mortgage, Inc. Fixed HEMT 06-4 1 500767849 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500768083 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500768181 Continental Home Loans Inc. Fixed HEMT 06-4 1 500768398 First United Mortgage Banking Co. Fixed HEMT 06-4 1 500768480 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500768494 DCG Home Loans Inc Fixed HEMT 06-4 1 500768501 Xxxxxx Xxxx & Xxxxxxxx Mortgage Corporation Fixed HEMT 06-4 1 500768580 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500768584 US Mortgage Corp. Fixed HEMT 06-4 1 500768732 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500768845 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500769262 One Source Mortgage Fixed HEMT 06-4 1 500769639 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500769688 Resource Bank Fixed HEMT 06-4 1 500770632 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500770677 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500770738 Ameritrust Mortgage Bankers, Inc. Fixed HEMT 06-4 1 500770883 Fairmont Funding, Ltd. Fixed HEMT 06-4 1 500770959 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500771321 Ameritrust Mortgage Bankers, Inc. Fixed HEMT 06-4 1 500771823 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 500771945 Dream House Mortgage Corp. Fixed HEMT 06-4 1 500771977 First State Mortgage Fixed HEMT 06-4 1 500772012 Old Towne Financial, Inc. Fixed HEMT 06-4 1 500772681 CMG Mortgage, Inc. Fixed HEMT 06-4 1 500775214 Centennial Mortgage & Funding Inc Fixed HEMT 06-4 1 500776034 Wall Street Mortgage Bankers Fixed HEMT 06-4 1 700133430 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700189380 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700194836 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700213721 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700217387 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700229161 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700237611 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700245703 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700246235 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700246862 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700251044 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700251645 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700253507 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700255731 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700257199 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700259259 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700263287 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700263484 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700263789 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700263917 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700264775 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700265233 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700265655 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700266303 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700267752 Credit 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Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700327992 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700328033 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700328067 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700328075 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700328144 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700328149 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700328160 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700328234 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700328326 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700328357 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700328583 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700328602 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700328733 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700328741 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700328845 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700328938 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700328985 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700329114 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700329142 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700329168 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700329213 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700329246 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700329358 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700329396 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700329400 Credit Suisse First Boston Financial Corporation Fixed HEMT 06-4 1 700329423 Credit 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BELLFLOWER 100 HEMT 06-4 688000 860000 Y CUDAHY 100 HEMT 06-4 244000 305000 Y CHICAGO 100 HEMT 06-4 520000 660000 Y LOS ANGELES 100 HEMT 06-4 232000 290000 Y DOWNEY 100 HEMT 06-4 151000 191000 Y FLORENCE 90 HEMT 06-4 640000 800000 Y LONG BEACH 92.5 HEMT 06-4 312000 390000 Y MODESTO 100 HEMT 06-4 820000 1026000 Y CHICAGO 100 HEMT 06-4 268000 335000 Y MORENO VALLEY 100 HEMT 06-4 263200 330000 Y LAS VEGAS 100 HEMT 06-4 174320 225000 Y TAMPA 100 HEMT 06-4 384000 605000 Y FREMONT 100 HEMT 06-4 160000 200000 N HOUSTON 100 HEMT 06-4 91920 122000 Y WESTLAND 100 HEMT 06-4 352000 443000 Y DUMFRIES 100 HEMT 06-4 276000 366000 Y FREDERICKSBURG 100 HEMT 06-4 556000 710000 Y HENDERSON 100 HEMT 06-4 252000 315000 Y POMONA 100 HEMT 06-4 189600 237000 Y LAS VEGAS 100 HEMT 06-4 396000 510000 Y SAN GABRIEL 100 HEMT 06-4 93520 120000 Y TAMPA 100 HEMT 06-4 292000 388000 Y FALLS CHURCH 100 HEMT 06-4 484000 605000 Y ONTARIO 100 HEMT 06-4 267685 390000 N ASHBURN 96.07 HEMT 06-4 580800 728000 N KIRKLAND 100 HEMT 06-4 200000 300000 Y PALMDALE 98.33 HEMT 06-4 146068 256000 Y RIVER FOREST 98.46 HEMT 06-4 408000 510000 Y LOS ANGELES 100 HEMT 06-4 214000 450000 Y KIRKLAND 100 HEMT 06-4 528000 660000 Y WEST COVINA 100 HEMT 06-4 348374 460000 Y BELLEVUE 90.08 HEMT 06-4 239200 313000 Y LAS VEGAS 100 HEMT 06-4 390096 575000 Y MONTEBELLO 92.84 HEMT 06-4 195000 270000 Y WEYMOUTH 93.89 HEMT 06-4 542673 795000 Y LOS ANGELES 99.71 HEMT 06-4 392000 525000 Y (Panorama City ) LOS ANGELES 97.52 HEMT 06-4 397899 540000 Y (NORTH HILLS AREA) LOS ANGELES 100 HEMT 06-4 407900 527000 Y UPLAND 96.38 HEMT 06-4 300000 465000 Y RIALTO 70.32 HEMT 06-4 403200 505000 Y FONTANA 95 HEMT 06-4 326400 415000 N HESPERIA 100 HEMT 06-4 429896 660000 Y ORANGE 70.44 HEMT 06-4 435500 600000 N LOS ANGELES 90 HEMT 06-4 196000 245000 N FONTANA 100 HEMT 06-4 340000 425000 N LYNWOOD 100 HEMT 06-4 328000 410000 N LOS ANGELES 100 HEMT 06-4 308662 400000 N PALM SPRINGS 100 HEMT 06-4 600000 750000 N YORBA LINDA 90 HEMT 06-4 280000 350000 Y RANCHO CUCAMONGA 90 HEMT 06-4 210851 400000 N RIVERSIDE 62.71 HEMT 06-4 280000 354000 Y RANCHO CUCAMONGA 100 HEMT 06-4 616000 770000 N RIVERSIDE AREA 95 HEMT 06-4 422800 528500 N CORONA 82.65 HEMT 06-4 304000 380000 Y AZUSA 90 HEMT 06-4 338400 423000 Y RANCHO CUCAMONGA 100 HEMT 06-4 329600 515000 N SANTA FE SPRINGS 89.13 HEMT 06-4 400000 500000 N SOUTH GATE 100 HEMT 06-4 142400 178000 N BARSTOW 100 HEMT 06-4 383200 479000 N RIVERSIDE 100 HEMT 06-4 428203 660000 Y SHELBY TOWNSHIP 89.88 HEMT 06-4 76800 96000 Y Lansing 100 HEMT 06-4 87000 115000 Y Madison Heights 90 HEMT 06-4 135375 170000 Y Marysville 99.98 HEMT 06-4 86000 131000 Y Warren 78.63 HEMT 06-4 112000 140000 Y Otto Twp. 100 HEMT 06-4 116000 145000 Y Mount Clemens 100 HEMT 06-4 141425 176800 Y Livonia 88.53 HEMT 06-4 116000 145000 Y Novi 94.48 HEMT 06-4 140500 177000 Y Shelby Township 89.27 HEMT 06-4 220000 275000 Y Lake Orion Village 94.73 HEMT 06-4 106400 133000 Y Wyandotte 100 HEMT 06-4 160000 200000 Y Rochester Hills 100 HEMT 06-4 118400 149000 Y Matteson Township 100 HEMT 06-4 135200 170000 Y Clarkston 97.75 HEMT 06-4 299000 400000 Y TOWNSHIP OF GRAND BLANC 82 HEMT 06-4 171200 214000 Y Traverse City 100 HEMT 06-4 160000 200000 Y Madison Heights 100 HEMT 06-4 173600 218000 Y Chesterfield Township 100 HEMT 06-4 160000 200000 Y Farmington Hills 90 HEMT 06-4 188000 235000 Y Grand Blanc 96.6 HEMT 06-4 112000 144000 Y Roseville 100 HEMT 06-4 157500 218000 Y Beverly Hills Village 86.7 HEMT 06-4 135200 169000 Y Madison Township 100 HEMT 06-4 130000 165000 Y Columbus 100 HEMT 06-4 146400 187000 Y Township of Waterford 100 HEMT 06-4 353600 460000 Y Ann Arbor 100 HEMT 06-4 202117 354000 Y Taylor 85.34 HEMT 06-4 274733 575000 Y Stillwater 65.17 HEMT 06-4 246108 400000 Y Glen Allen 86.53 HEMT 06-4 249363 390000 Y Jersey City 89.58 HEMT 06-4 127298 247000 Y Pierre 96.27 HEMT 06-4 177579.35 340000 Y COLUMBUS 81.64 HEMT 06-4 224532 380000 Y Vancouver 90 HEMT 06-4 297425 395000 Y MACOMB TWP 99.98 HEMT 06-4 347462.48 575000 Y La Plata 77.82 HEMT 06-4 190927 435000 Y Winter Garden 78.83 HEMT 06-4 347638 535000 Y Valley Stream 83.67 HEMT 06-4 253000 480000 Y Naples 73.54 HEMT 06-4 242056 335000 Y Eugene 99.99 HEMT 06-4 310160 434000 Y West Palm Beach 94.51 HEMT 06-4 659349 1175000 Y Oceanside 64.71 HEMT 06-4 287200 495000 Y Gilbert 90 HEMT 06-4 1521635 2150000 Y Oyster Bay 79.7 HEMT 06-4 128800 161000 Y Okemos 100 HEMT 06-4 218550 276000 Y Hattiesburg 95 HEMT 06-4 150400 188000 Y Claymont 90 HEMT 06-4 98950 140000 Y Village of Antwerp 99.99 HEMT 06-4 188000 239000 Y EGG HARBOR TOWNSHIP 100 HEMT 06-4 259900 325000 Y Elmira 100 HEMT 06-4 131900 166000 Y Canton 100 HEMT 06-4 417000 675000 Y Scottsdale 67.7 HEMT 06-4 276000 345000 Y White Lake Twp 100 HEMT 06-4 170400 220000 Y Wasilla 95 HEMT 06-4 148000 185000 Y Warm Springs 95 HEMT 06-4 171200 214000 Y Orland Park 96.45 HEMT 06-4 235301 375000 Y Reno 94.99 HEMT 06-4 57575 80000 Y Flint 99.97 HEMT 06-4 260000 340000 Y Alexandria 100 HEMT 06-4 88000 115000 Y Detroit 100 HEMT 06-4 248000 310000 Y Fresno 84.19 HEMT 06-4 356000 450000 Y Steamboat Springs 90 HEMT 06-4 80000 100000 Y Emporia 90 HEMT 06-4 257600 322000 Y Ithaca 100 HEMT 06-4 215000 285000 Y Atlanta 100 HEMT 06-4 67000 92000 Y New Hope 83.7 HEMT 06-4 154800 193500 Y Blue Ridge 100 HEMT 06-4 150400 188000 Y Edmond 100 HEMT 06-4 268000 335000 Y Oakland Township 99.1 HEMT 06-4 174400 218000 Y MIDDLETOWN 100 HEMT 06-4 96000 158000 Y Lapeer 90 HEMT 06-4 185000 243000 Y South Hadley 95 HEMT 06-4 264000 340000 Y Barrington 94.26 HEMT 06-4 226000 282500 Y BELLMAWR 100 HEMT 06-4 1000000 1517000 Y Putnam Twp 82.4 HEMT 06-4 96475 123000 Y Detroit 100 HEMT 06-4 109600 137000 Y Moody 100 HEMT 06-4 243500 305000 Y Waldorf 98.98 HEMT 06-4 241600 302000 Y Bartlett 100 HEMT 06-4 273750 365000 Y Long Beach 84.88 HEMT 06-4 268800 345000 Y Brandywine 97.39 HEMT 06-4 194400 243000 Y Trenton 100 HEMT 06-4 148000 190000 Y Fowlerville 100 HEMT 06-4 147275 189000 Y NEW HAVEN 89.99 HEMT 06-4 426500 585000 Y Borough of Queens 90 HEMT 06-4 200000 284000 Y Pinckney 87.6 HEMT 06-4 220800 276000 Y Elburn 95 HEMT 06-4 109600 137900 Y Jefferson 100 HEMT 06-4 180000 225000 Y Clinton Township 92.89 HEMT 06-4 85600 107000 Y Borough of Denver 95 HEMT 06-4 100000 125000 Y Canton Twp. 90 HEMT 06-4 190400 238000 Y Willingboro 95 HEMT 06-4 453250 605000 Y Smithfield 89.92 HEMT 06-4 184000 230000 Y Ellabell 100 HEMT 06-4 170000 225000 Y Ann Arbor 100 HEMT 06-4 160000 220000 Y Saucier 81.82 HEMT 06-4 400900 504000 Y Fredericksburg 94.42 HEMT 06-4 126400 158000 Y Belzoni 90 HEMT 06-4 84800 106000 Y Frankstown Twp 95 HEMT 06-4 65900 83500 Y Riverton 100 HEMT 06-4 172000 233000 Y Milwaukie 95 HEMT 06-4 281250 375000 Y Saint Petersburg 95 HEMT 06-4 135000 275000 Y Sheldon Springs 85.45 HEMT 06-4 107200 134000 Y Newaygo 87.46 HEMT 06-4 140000 177000 Y Winchester 90 HEMT 06-4 350000 440000 Y Litchfield Park 100 HEMT 06-4 350000 385000 Y Pompey Town 95 HEMT 06-4 95750 119900 Y Bingham Township 99.98 HEMT 06-4 363200 455000 Y Ruther Glen 93.21 HEMT 06-4 174400 218000 Y Berlin 90 HEMT 06-4 304800 381000 Y Fernley 90 HEMT 06-4 440000 560000 Y Newport 90 HEMT 06-4 370450 550000 Y Concord 90 HEMT 06-4 285548 440000 Y Borough of Richmond 87.62 HEMT 06-4 299900 520000 Y Town of Oyster Bay 76.9 HEMT 06-4 414109 655000 Y Leawood 84.7 HEMT 06-4 115350 149000 Y Tecumseh 100 HEMT 06-4 247200 310000 Y Chester Springs 95 HEMT 06-4 108000 145000 Y Irvington 100 HEMT 06-4 255950 320000 Y Auburn 100 HEMT 06-4 210400 263000 Y EDGEWATER 90 HEMT 06-4 200000 286000 Y O'Fallon 90 HEMT 06-4 172000 215000 Y Borough of Staten Island 95 HEMT 06-4 256000 331000 Y Troy 94.86 HEMT 06-4 650000 875000 Y Washington 88.46 HEMT 06-4 116000 145000 Y Walker 95 HEMT 06-4 86975 116000 Y Norfolk 85.32 HEMT 06-4 268000 338000 Y Clarksburg 82.25 HEMT 06-4 404000 505000 Y Mammoth Lakes 90 HEMT 06-4 129600 162000 Y Ypsilanti Twp. 100 HEMT 06-4 159690 239000 Y Chelsea 83.76 HEMT 06-4 183900 230000 Y Commerce Township 94.95 HEMT 06-4 108700 148000 Y Southfield 93.72 HEMT 06-4 208000 260000 Y Plymouth 83.85 HEMT 06-4 152000 190000 Y Eastpoint 100 HEMT 06-4 60800 76000 Y Detroit 100 HEMT 06-4 109200 136500 Y Detroit 95 HEMT 06-4 124000 155000 Y Garden City 100 HEMT 06-4 118400 148000 Y Warren 97.5 HEMT 06-4 120800 151000 Y OAK PARK 95 HEMT 06-4 96600 121000 Y FARMINGTON 100 HEMT 06-4 82400 104000 Y Thetford Township 100 HEMT 06-4 414000 560000 Y Goodyear 90 HEMT 06-4 580800 726000 Y THOUSAND OAKS 94.94 HEMT 06-4 182000 260000 Y PHOENIX 90 HEMT 06-4 512000 640000 Y LOS ANGELES 90 HEMT 06-4 264123 420000 Y MARICOPA 90 HEMT 06-4 360000 450000 Y ARLETA AREA, LOS ANGELES 100 HEMT 06-4 300000 375000 Y COMPTON AREA 100 HEMT 06-4 376000 485000 Y LOS ANGELES 100 HEMT 06-4 278000 360000 Y PALMDALE 100 HEMT 06-4 495900 620000 Y THOUSAND OAKS 100 HEMT 06-4 460000 605000 Y HIGHLAND PARK 90.29 HEMT 06-4 495400 623000 Y ELK GROVE 94.98 HEMT 06-4 108845.56 136500 Y BATON ROUGE 99.96 HEMT 06-4 208000 265000 Y TACOMA 100 HEMT 06-4 96000 141000 Y MENDOTA 100 HEMT 06-4 192000 240000 Y PHOENIX 100 HEMT 06-4 64000 80000 Y DETROIT 100 HEMT 06-4 436000 545000 Y ANTIOCH 100 HEMT 06-4 153600 192000 Y ATLANTA 100 HEMT 06-4 100450 136000 Y SALTILLO 100 HEMT 06-4 160000 200000 Y PHOENIX 100 HEMT 06-4 83200 104000 Y CUBA 100 HEMT 06-4 512000 640000 Y MIAMI 100 HEMT 06-4 156000 195000 Y PHOENIX 100 HEMT 06-4 618400 773000 Y SAN FRANCISCO 100 HEMT 06-4 133600 167000 Y ATLANTA 100 HEMT 06-4 152000 239000 Y ATLANTA 100 HEMT 06-4 195901.02 260000 Y PALM BEACH GARDENS 99.98 HEMT 06-4 304000 380000 Y QUAIL VALLEY 100 HEMT 06-4 148000 185000 Y DELTONA 100 HEMT 06-4 188000 235000 Y OPA LOCKA 100 HEMT 06-4 176800 221000 Y MIAMI 100 HEMT 06-4 192000 260000 Y EL MIRAGE 100 HEMT 06-4 164000 205000 Y PHOENIX 100 HEMT 06-4 496000 640000 Y SANTA CLARITA 100 HEMT 06-4 376000 470000 Y MIAMI 100 HEMT 06-4 214400 268000 Y SARASOTA 100 HEMT 06-4 357600 447000 Y FAIRFIELD 100 HEMT 06-4 144000 182000 Y FORT PIERCE 100 HEMT 06-4 288000 360000 Y ATLANTA 100 HEMT 06-4 122400 155000 Y GRAND BLANC 100 HEMT 06-4 194800 260000 Y SAINT PETERSBURG 100 HEMT 06-4 188000 237000 Y NORTH MIAMI BEACH 100 HEMT 06-4 196552.59 245700 Y RUCKERSVILLE 95.87 HEMT 06-4 260000 360000 Y TUALATIN 100 HEMT 06-4 53200 75000 Y AKRON 100 HEMT 06-4 262500 350000 N LONG BEACH 90 HEMT 06-4 288200 360304 Y ROMOLAND 100 HEMT 06-4 336000 429000 N MONTCLAIR 95 HEMT 06-4 304000 380000 Y RIVERSIDE 90 HEMT 06-4 456000 575000 Y RIVERSIDE 100 HEMT 06-4 563654 2500000 N BEVERLY HILLS 34.55 HEMT 06-4 352000 440000 Y STANTON 100 HEMT 06-4 602000 880000 Y COSTA MESA 90 HEMT 06-4 360000 450000 Y SANTA FE SPRINGS 100 HEMT 06-4 975000 1300000 N HUNTINGTON BEACH 100 HEMT 06-4 240000 300000 Y DES MOINES 100 HEMT 06-4 250000 312500 Y ANCHORAGE 100 HEMT 06-4 383200 480000 Y ANCHORAGE 100 HEMT 06-4 112800 141000 Y PROVO 100 HEMT 06-4 416000 520000 Y Cottonwood Heights 100 HEMT 06-4 200000 250000 Y EL CENTRO 100 HEMT 06-4 98000 122500 Y Prattville 100 HEMT 06-4 115750 145000 Y FAIRHOPE 100 HEMT 06-4 204000 255000 Y Saint Paul 100 HEMT 06-4 212000 265000 Y WARWICK 100 HEMT 06-4 260000 333000 Y Providence 100 HEMT 06-4 196000 250000 Y Cranston 100 HEMT 06-4 184000 230000 Y Bridgeport 100 HEMT 06-4 400000 500000 Y Norwalk 100 HEMT 06-4 232350 293500 Y Bridgeport 99.99 HEMT 06-4 264000 330000 Y BRIDGEPORT 100 HEMT 06-4 353600 460000 Y Massapequa 100 HEMT 06-4 440950 560000 Y East Hampton 94.99 HEMT 06-4 372000 465000 Y Rosedale 100 HEMT 06-4 472000 600000 Y Brooklyn 100 HEMT 06-4 440000 550000 Y Yonkers 100 HEMT 06-4 300800 376000 Y NEW BRUNSWICK 100 HEMT 06-4 384000 480000 Y ELIZABETH 100 HEMT 06-4 252000 315000 Y Newark 100 HEMT 06-4 312000 399000 Y OVIEDO 100 HEMT 06-4 448000 565000 Y MIAMI 100 HEMT 06-4 177600 223000 Y Duluth 100 HEMT 06-4 166300 210000 Y Clarkston 100 HEMT 06-4 343200 445000 Y Bristow 100 HEMT 06-4 159900 259000 Y Baltimore 99.98 HEMT 06-4 76700 266000 Y PORTLAND 100 HEMT 06-4 204000 360000 Y ANCHORAGE 100 HEMT 06-4 33000 500000 Y Wildomar 100 HEMT 06-4 71600 89500 Y Lawton 100 HEMT 06-4 52900 95000 Y Kitts Hill 100 HEMT 06-4 71200 165000 Y Columbia 100 HEMT 06-4 123750 165000 N Lawrenceville 85 HEMT 06-4 81600 103000 Y AURORA 100 HEMT 06-4 159600.91 212805 Y Rio Rancho 94.97 HEMT 06-4 405000 516000 Y Providence Forge 90 HEMT 06-4 117900 162000 Y St. Petersburg 100 HEMT 06-4 95004 120000 Y ALEXANDRIA 87.92 HEMT 06-4 183200 230000 Y GREEN COVE SPRINGS 95 HEMT 06-4 285600 357000 Y HOLBROOK 100 HEMT 06-4 159999.4 221000 Y Eustis 89.14 HEMT 06-4 141691.41 180000 Y Snellville 99.95 HEMT 06-4 399979 710000 Y Ellicott City 65.49 HEMT 06-4 136000 170000 Y ATLANTA 95 HEMT 06-4 123600 161000 Y Oxford 100 HEMT 06-4 155196.28 215000 Y Washington Terrace 99.69 HEMT 06-4 92000 115000 N CHICAGO 100 HEMT 06-4 95200 119000 N New Ellenton 100 HEMT 06-4 61200 90000 Y Euharlee 95 HEMT 06-4 363200 454000 Y Peabody 90 HEMT 06-4 345566 450000 Y OCOEE 84.99 HEMT 06-4 232000 294000 N APOPKA 95 HEMT 06-4 52500 70000 N Ocala 90 HEMT 06-4 279211.4 410000 N DAVENPORT 95 HEMT 06-4 140000 175000 N LONGMONT 95 HEMT 06-4 206400 261000 Y SANTA FE 100 HEMT 06-4 80000 100000 N Lincolnton 95 HEMT 06-4 200000 250000 Y RALEIGH 95 HEMT 06-4 104000 130000 Y Ogden 90 HEMT 06-4 108000 135000 N Willow Springs 90 HEMT 06-4 188000 241000 Y NORTH PORT 90 HEMT 06-4 135200 179000 N Fort Myers 90 HEMT 06-4 240000 300000 N FARMINGTON 90 HEMT 06-4 223996 280000 Y CENTENNIAL 89.82 HEMT 06-4 104906.11 140000 Y Douglas 89.89 HEMT 06-4 148400 190000 Y Enoch 95 HEMT 06-4 100000 126000 N MCDONOUGH 100 HEMT 06-4 144000 180000 Y DENVER 100 HEMT 06-4 90800 113500 N Enterprise 95 HEMT 06-4 139001.6 178000 N ENGLEWOOD 84.66 HEMT 06-4 89601.1 127000 Y Conyers 94.98 HEMT 06-4 127907.03 160000 Y Covington 94.97 HEMT 06-4 122300 154000 Y Lawrenceville 100 HEMT 06-4 344000 430000 Y PARKER 90 HEMT 06-4 249412.8 320000 N Enterprise 99.94 HEMT 06-4 196000 250000 Y DAVENPORT 88.2 HEMT 06-4 408000 510000 Y SYRACUSE 90 HEMT 06-4 121993 157000 Y Trinidad 94.9 HEMT 06-4 132000 165000 Y Orem 90 HEMT 06-4 200502.17 253000 Y LAWRENCEVILLE 94.98 HEMT 06-4 284000 355000 Y BANNING 95 HEMT 06-4 106301.84 137000 Y STATHAM 94.96 HEMT 06-4 107500.7 163000 N Mount Vernon 85.89 HEMT 06-4 196800 257000 Y Monroe 90 HEMT 06-4 204800 269000 Y Naples 95 HEMT 06-4 44250 59000 N Pittsburgh 95 HEMT 06-4 189000 257000 Y Stone Mountain 95 HEMT 06-4 145600 182000 Y Parker 95 HEMT 06-4 408000 510000 N Arlington 90 HEMT 06-4 193895.76 242400 Y Draper 99.99 HEMT 06-4 207350 259187 Y Davenport 100 HEMT 06-4 178400 223000 Y Kissimmee 100 HEMT 06-4 216000 270000 Y OCALA 100 HEMT 06-4 133392 167000 Y Charlotte 100 HEMT 06-4 128000 190000 Y Apopka 95 HEMT 06-4 161600 202000 Y HAINES CITY 100 HEMT 06-4 105044 131500 Y CHARLOTTE 100 HEMT 06-4 640000 800000 Y OAK ISLAND 100 HEMT 06-4 204800 260000 Y Bonifay 100 HEMT 06-4 104000 130000 Y Summerfield 95 HEMT 06-4 140800 176000 Y LEICESTER 100 HEMT 06-4 748000 935000 Y OAK ISLAND 100 HEMT 06-4 322500 430000 Y Charlotte 95 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